UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2023
	For the quarterly period ended March 31, 2024
or
☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ____________ to ____________
Commission File Number 000-55498

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

(Exact name of registrant as specified in its charter)

Nevada		20-8009362
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

6955 North Durango Drive, Suite 1115-129, Las Vegas, NV		89149
(Address of principal executive offices)		(Zip Code)

(702) 505-0743

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes ☒ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☐ Yes ☒ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ YES ☒ NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ☐ YES ☐ NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

3,~~711~~954,~~714~~844,036 shares of common stock issued and outstanding as of ~~October~~July 1711, ~~2023~~2024.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1820
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2223
Item 4.	Controls and Procedures	2223
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	2324
Item 1A.	Risk Factors	2324
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2324
Item 3.	Defaults Upon Senior Securities	2324
Item 4.	Mine Safety Disclosures	2324
Item 5.	Other Information	2324
Item 6.	Exhibits	2425
SIGNATURES		2526

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

BALANCE SHEETS

(UNAUDITED)

	March 31,			December 31,
	2024			2023
	(Unaudited)

ASSETS
Current Assets
Cash and cash equivalents	$	2,346		$	5,295
Total Current Assets	$	2,346		$	5,295

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	18,141		$	10,495
Accounts payable - related party		670,128			642,128
Accrued interest payable		728,957			669,015
Promissory notes, net		340,000			340,000
Convertible notes, net of $41,364 and $64,016 debt discount, respectively		726,610			703,958
Derivative liabilities		3,927,717			1,838,806
Total Current Liabilities		6,411,553			4,204,402

Commitments and Contingencies (Note 10)

STOCKHOLDERS’ DEFICIT
Preferred stock, par value $0.001 per share, 10,000,000 shares authorized, 51 shares issued and outstanding		-			-
Common stock, par value $0.001 per share, 10,000,000,000 shares authorized, 3,954,844,036 and 3,896,928,536 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		3,954,846			3,896,930
Additional paid-in capital		1,168,356			1,206,572
Accumulated deficit		(11,532,409	)		(9,302,609	)
Total stockholders’ deficit		(6,409,207	)		(4,199,107	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	2,346		$	5,295

	September 30,			December 31,
	2023			2022
ASSETS
Current Assets
Cash and cash equivalents	$	3,153		$	10,009
Total Current Assets		3,153			10,009
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	35,572		$	37,098
Accounts payable - related party		617,128			542,668
Accrued interest payable		608,473			442,888
Promissory notes, net		340,000			340,000
Convertible notes, net of $24,798 and $34,800 debt discount, respectively		681,176			584,730
Derivative liabilities		2,749,485			2,967,243
Total Current Liabilities		5,031,834			4,914,627
STOCKHOLDERS' DEFICIT
Preferred stock, par value $0.001 per share, 10,000,000 shares authorized, 51 shares issued and outstanding		-			-
Common stock, par value $0.001 per share, 5,000,000,000 shares authorized, 3,711,714,036 shares issued and outstanding		3,711,715			3,711,715
Additional paid-in capital		1,327,104			1,327,104
Accumulated deficit		(10,067,500	)		(9,943,437	)
Total stockholders' deficit		(5,028,681	)		(4,904,618	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	3,153		$	10,009

The accompanying notes are an integral part of these unaudited financial statements.

Table of Contents

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2023			2022			2023			2022
	2024			2023
Revenue	$	3245,~~455~~028		$	25,~~393~~195		$	~~88,758~~		$	~~78,831~~
Cost of services		1034,~~449~~203			924,~~700~~846			~~51,252~~			~~24,657~~
GROSS PROFIT		2210,~~006~~825			~~15,693~~349			~~37,506~~			~~54,174~~
OPERATING EXPENSES
Selling, general and administrative expenses		14,549			22,728			41,475			61,240
Management salaries		30,000			30,000
Professional fees		47,676			21,000			72,822			53,000
Selling, general and administrative expenses		11,773			18,104
Management salaries		30,000			30,000			90,000			90,000
Professional fees		7,647			12,598
Total Operating Expenses		9249,~~225~~420			7360,~~728~~702			~~204,297~~			~~204,240~~
OPERATING LOSS		(7038,~~219~~595	)		(5860,~~035~~353	)		~~(166,791~~	)		~~(150,066~~	)
OTHER INCOME (EXPENSE)
Interest expense		(6582,~~902~~594	)		(7671,~~307~~583	)		~~(204,141~~	)		~~(257,415~~	)
Gain (Loss) on change in fair value of derivative liabilities		(489,230	)		(536,936	)		246,869			1,480,510
(Loss) gain on change in fair value of derivative liabilities		(2,108,611	)		59,810
Total Other Income (Expense)	$	(~~555~~2,~~132~~191,205	)	$	(~~613~~11,~~243~~773	)	$	~~42,728~~		$	~~1,223,095~~
NET INCOME (LOSS)	$	(625,351	)	$	(671,278	)	$	(124,063	)	$	1,073,029
Loss before Income Taxes		(2,229,800	)		(72,126	)
Basic and Diluted Income (Loss) per Common Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	0.00
Income Tax Provision		-			-
Diluted Earnings (Loss) per Common Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	0.00
Net Loss	$	(2,229,800	)	$	(72,126	)
Basic and Diluted Weighted Average Shares of Common Stock Outstanding		3,711,714,036			3,535,302,536			3,711,714,036			3,535,302,536
Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)
Diluted Weighted Average Shares of Common Stock Outstanding		10,200,924,610			9,821,423,487			10,200,924,610			9,821,423,487
Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)
Basic and Diluted Weighted Average Shares of Common Stock Outstanding		3,914,748,690			3,711,714,036
Diluted Weighted Average Shares of Common Stock Outstanding		14,238,160,521			11,262,253,844

The accompanying notes are an integral part of these unaudited financial statements.

Table of Contents

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2023~~2024 AND ~~2022~~2023

(UNAUDITED)

Nine Months Ended September 30, 2023

	Preferred Stock				Common Stock				Additional						Total
	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital			Accumulated Deficit			Stockholders’ Deficit

Balance - December 31, 2023		51	$	-		3,896,928,536	$	3,896,930	$	1,206,572		$	(9,302,609	)	$	(4,199,107	)
Shares of common stock issued for exercise of warrants		-		-		57,915,500		57,916		(38,216	)		-			19,700
Net loss		-		-		-		-		-			(2,229,800	)		(2,229,800	)
Balance - March 31, 2024		51	$	-		3,954,844,036	$	3,954,846	$	1,168,356		$	(11,532,409	)	$	(6,409,207	)

	Common Stock				Preferred Shares				Additional					Total
	Preferred Stock				Common Stock				Additional					Total
	Number of Shares		Amount		Number of Shares		Amount		Paid-~~inCapital~~in Capital		AccumulatedDeficit			Stockholders'’Deficit
Balance - December 31, 2022		~~3,711,714,036~~51	$	~~3,711,715~~-		513,711,714,036	$	-3,711,715	$	1,327,104	$	(9,~~943~~611,~~437~~061	)	$	(4,~~904~~572,~~618~~242	)
Net loss		-		-		-		-		-		(72,126	)		(72,126	)
Net income		-		-		-		-		-		(72,126	)		(72,126	)
Balance - March 31, 2023		~~3,711,714,036~~51	$	~~3,711,715~~-		513,711,714,036	$	-3,711,716	$	1,327,104	$	(109,~~015~~683,~~563~~187	)	$	(4,~~976~~644,~~744~~368	)
Net income		-		-		-		-		-		573,414			573,414
Balance - June 30, 2023		3,711,714,036		3,711,715		51		-		1,327,104		(9,442,149	)		(4,403,330	)
Net loss		-		-		-		-		-		(625,351	)		(625,351	)
Balance - September 30, 2023		3,711,714,036		3,711,715		51		-		1,327,104		(10,067,500			(5,028,681	)

Nine Months Ended September 30, 2022

	Common Stock				Preferred Shares				Additional					Total
	Number of Shares		Amount		Number of Shares		Amount		Paid-inCapital		AccumulatedDeficit			Stockholders'Deficit
Balance - December 31, 2021		3,535,302,536	$	3,535,303		51	$	-	$	1,387,030	$	(11,721,142	)	$	(6,798,809	)
Net income		-		-		-		-		-		803,986			803,986
Balance - March 31, 2022		3,535,302,536	$	3,535,303		51	$	-	$	1,387,030	$	(10,917,156	)	$	(5,994,823	)
Net income		-		-		-		-		-		940,322			940,322
Balance - June 30, 2022		3,535,302,536	$	3,535,303		51	$	-	$	1,387,030	$	(9,976,834	)	$	(5,054,501	)
Net loss		-		-		-		-		-		(671,278	)		(671,278	)
Balance - September 30, 2022		3,535,302,536	$	3,535,303		51	$	-	$	1,387,030	$	(10,648,112	)	$	(5,725,779	)

The accompanying notes are an integral part of these unaudited financial statements

Table of Contents

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended
	Three Months Ended
	September 30,
	March 31,
	2023			2022
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(124,063	)	$	1,073,029
Net loss	$	(2,229,800	)	$	(72,126	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss (Gain) on change in fair value of derivative liabilities		~~(246~~2,~~869~~108,611	)		(159,~~480,510~~810	)
Amortization of debt discount		3922,~~112~~652			~~100~~17,~~669~~389
Changes in operating assets and liabilities:
Accounts payable - related party		74,460			57,500
Accounts payable and accrued liabilities		7,646			251
Accounts payable and accrued liabilities		(1,525	)		25,671
Accounts payable - related party		28,000			25,000
Accrued interest payable		~~165~~59,~~585~~942			~~156~~54,~~746~~194
Net cash used in operating activities		(932,~~300~~949	)		(6635,~~895~~102	)
CASH FLOWS FROM INVESTING ACTIVITIES		-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible debts		86,444			45,000
Advancement from related party		-			900
Net cash provided by financing activities		86,444			45,000
Proceeds from promissory notes		-			25,000
Net decrease in cash and cash equivalents		(6,856	)		(21,895	)
Net cash provided by financing activities		-			25,900
Cash and cash equivalents - beginning of period		10,009			34,481
Net decrease in cash and cash equivalents		(2,949	)		(9,202	)
Cash and cash equivalents - end of period	$	3,153		$	12,586
Cash and cash equivalents - beginning of period		5,295			10,009
Cash and cash equivalents - end of period	$	2,346		$	807
Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Debt discount from derivative liabilities	$	29,111		$	52,000
Shares of common stock issued for exercise of warrants	$	19,700		$	-

The accompanying notes are an integral part of these unaudited financial statements.

Table of Contents

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, 2024 AND 2023

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Lingerie Fighting Championships, Inc. (the “Company”) is a Nevada corporation incorporated on November 29, 2006 under the name Sparking Events, Inc. The Company’s corporate name was changed to Xodtec Group USA, Inc. in June 2009, Xodtec LED, Inc. in May 2010, Cala Energy Corp. in September 2013 and Lingerie Fighting Championships, Inc. on April 1, 2015.

The Company focuses on developing, producing, promoting, and distributing entertainment through live entertainment events, digital home videos, broadcast television networks, video on demand, and digital media channels in the United States. It offers wrestling and mixed martial arts fights featuring women under the LFC brand name.

NOTE 2 – BASIS OF PRESENTATION AND ACCOUNTING POLICIES

~~The~~Basis ~~financial statements~~ of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company uses the accrual basis of accounting and has adopted a December 31 fiscal year end.Presentation

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with generally accepted accounting principles used in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K as filed with the SEC on July 15, 2024.

Use of Estimates

The preparation of financial statements in conformity with ~~generally~~US ~~accepted~~GAAP ~~accounting principles~~ requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company continually evaluates its estimates and judgments. The Company bases its estimates and judgments on historical experience and other factors that it believes to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known, even for estimates and judgments that are not deemed critical.

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $32,~~153~~346 and $105,~~009~~295 in cash and cash equivalents as at ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, respectively.

Revenue Recognition

The Company’s ~~recognizes~~ revenue derives from the ~~sale~~development, ofpromotion ~~products~~ and ~~services~~distribution inof ~~accordance~~live ~~with~~events ~~ASC~~and ~~606,~~televised ~~“Revenue~~entertainment ~~Recognition”~~programming ~~following~~and ~~the~~also ~~five~~through ~~steps~~sponsorship ~~procedure:~~and site subscription.

The Company recognizes revenue from the sale of products and services in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue Recognition” following the five steps procedure:

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

Table of Contents

~~The~~Live ~~Company’s~~Events ~~revenue~~(booking derives from the development, promotion and distribution of live events and televised entertainment programming and also through sponsorship and site subscription. For the nine months ended September 30, 2023 and 2022, the Company recognized revenue of $88,758 and $78,831 and incurred cost of sales of $51,252 and $24,657, resulting in gross profit of $37,506 and $54,174, respectively.fees)

1. Identify the contract

The Company has entered into agreement with event organizers

2. Identify performance obligations

The type and nature of the shows are stated in the agreement

3. Determine transaction price

The pricing of the shows (transaction price as a whole) is stated in the agreement

4. Allocate transaction price

The transaction price is allocated to each standalone performance obligation when applicable

5. Recognize revenue

Revenue is recognized when the Company has satisfied all of the obligations upon completion of the shows. The Company is paid by checks following the events.

Live Events (on-line PPV)

1. Identify the contract

The Company stated in the Company website the pricing of the on-line PPV live events

2. Identify performance obligations

The type and details of the on-line PPV live events are stated in the Company website

3. Determine transaction price

The pricing of the on-line PPV events (transaction price as a whole) are stated in the Company website

4. Allocate transaction price

The transaction price is allocated to each standalone performance obligation when applicable

5. Recognize revenue

Revenue is recognized when the Company has satisfied all of the obligations upon completion of the on-line PPV shows. The Company provided the customers with options to pay via PayPal or credit cards. The former goes into the Company’s PayPal account and the latter is handled by the Company’s CC processor (Stripe) and deposited into their account at the end of the month along with all other credit card purchase at the Company website.

Sponsorship

1. Identify the contract

The Company has entered into agreement with the sponsors

Table of Contents

2. Identify performance obligations

The type and details of the sponsorship are stated in the contract

3. Determine transaction price

The pricing of the sponsorship (transaction price as a whole) is stated in the contract

4. Allocate transaction price

The transaction price is allocated to each standalone performance obligation when applicable

5. Recognize revenue

Revenue is recognized when the Company has satisfied all of the obligations when they have performed the sponsorship services. Funds are paid via check or wire.

Site Subscriptions

1. Identify the contract

The Company stated in their website the site subscription fees.

2. Identify performance obligations

The benefits and features of the subscription are stated in the Company website

3. Determine transaction price

The pricing of the subscription (transaction price as a whole) is stated in the Company website

4. Allocate transaction price

The transaction price is allocated to each standalone performance obligation when applicable

5. Recognize revenue

Revenue is recognized when the Company confirms member subscription after payment is made. The customers pay through credit card on recurring monthly basis through Stripe.

The below table shows the revenue by revenue stream for the three months ended March 31, 2024 and 2023:

	Three Months Ended
	March 31,
Revenue Stream	2024		2023

Live events and site subscriptions	$	11,635	$	12,516
Sponsorship		16,000		-
Advertising		17,393		12,679
Total Revenue	$	45,028	$	25,195

Earnings (Loss) per Share

The Company computes basic and diluted net ~~loss~~income (loss) per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the reporting period. Diluted loss per share reflects the potential dilution that could occur if convertible notes to issue common stock were converted resulting in the issuance of common stock that could share in the income (loss) of the Company.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, convertible notes and warrants were dilutive instruments and were included in the calculation of diluted earnings per share.

	September 30,		September 30,
	Mach 31,		Mach 31,
	2023		2022
	2024		2023
	(Shares)		(Shares)
Convertible notes payable		37,~~223~~256,~~619~~745,~~336~~139		24,~~063~~284,~~454~~948,~~285~~570
Warrants		3,~~265~~066,~~591~~666,~~238~~692		43,~~222~~265,~~666~~591,~~666~~238
		6,489,210,574		6,286,120,951
		10,323,411,831		7,550,539,808

Table of Contents

Related Party Balances and Transactions

The Company follows Financial Accounting Standards Board (“FASB”) ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transaction. (See Note 9)

Convertible Instruments and Derivatives

The Company ~~evaluates~~analyzed ~~and~~the ~~account for~~ conversion ~~options~~option ~~embedded~~for inderivative ~~convertible~~accounting ~~instruments~~consideration inunder ~~accordance with~~ ASC 815, “Derivatives and Hedging,” and ~~Activities~~determined that the convertible notes should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options.” The Company accounts for warrants as a derivative liability due to there being no explicit limit to the number of shares to be delivered upon settlement of all conversion options.

~~Share~~The Company accounts for debt with conversion options under ASU 2020-~~Based~~06, ~~Compensation~~ASC Subtopic 470-20 “Debt—Debt with Conversion and Other Options”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital.

The Company measures the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Employee awards are accounted for under ASC 718 - where the awards are valued at grant date. Awards given to nonemployees are accounted for under ASC 505 where the awards are valued at earlier of commitment date or completion of services. Compensation cost for employee awards is recognized over the vesting or requisite service period. The Black-Scholes option-pricing model is used to estimate the fair value of options or warrants granted.

Fair Value Measurement

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash and cash equivalents, ~~accounts receivable~~, accounts payable and accrued ~~expenses~~liabilities are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of ~~our~~ short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

8 Table of Contents

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 –	quoted prices in active markets for identical assets or liabilities
Level 2 –	quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 –	inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

The derivative liability in connection with the conversion feature of the convertible ~~debt~~debts and warrants, classified as a level 3 liability, isare the only financial ~~liability~~liabilities measured at fair value on a recurring basis. (See Note 8)

The following table summarizes fair value measurement by level at ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, measured at fair value on a recurring basis:

September 30, 2023

Level 1

Level 2

Level 3

Total

March 31, 2024

Level 1

Level 2

Level 3

Total

Assets

None

Liabilities

Derivative liabilities

23,~~749~~927,~~485~~717

December 31, 2022

Level 1

Level 2

Level 3

Total

December 31, 2023

Level 1

Level 2

Level 3

Total

Assets

None

Liabilities

Derivative liabilities

21,~~967~~838,~~243~~806

Table of Contents

Income Taxes

The Company accounts for income taxes pursuant to FASB ASC 740 “Income Taxes”. Pursuant to ASC 740 deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences, and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with Conversion and Other Options”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. For the Company, the new standard was effective on January 1, 2021 and the adoption of this guidance to have a material impact on our financial statements.

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. For the Company, the new standard was effective on January 1, 2021 and the adoption of this guidance to have a material impact on our financial statements.

9 Table of Contents

Management has considered all other recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with US GAAP, which ~~contemplate~~contemplates continuation of the Company as a going concern. The Company has generated nominal revenues since inception, has sustained operating losses since its organization and requires funding to generate revenue. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company can give no assurances that it can or will become financially viable and continue as a going concern.

NOTE 4 – STOCKHOLDERS' DEFICIT

Preferred Stock

The authorized preferred stock consists of 10,000,000 shares with a par value $0.001 per share. The board of directors has broad discretion in setting the rights, preferences and privileges of one or more series of preferred stock.

On September 3, 2016, the Company issued 51 Series A preferred shares to the Chief Executive Officer. The Series A preferred shares have voting rights, resulting in the Series A stockholder holding in aggregate approximately 51% of the total voting power of all issued and outstanding voting capital of the Company. The valuation of the preferred shares was completed by the Company based on the change in voting percentage rights before and after the Series A shares were issued. The value of the Series A shares is $42,669 and was expensed.

There were 51 and 51 preferred shares issued and outstanding as at September 30, 2023 and December 31, 2022, respectively.

Common Stock

The Company has authorized 510,000,000,000 shares with a par value $0.001 per share.

During the ~~year~~three months ended ~~December~~March 31, ~~2022~~2024, the Company issued ~~176~~57,~~411~~915,500 shares of common stock for the exercise of ~~201~~71,~~613~~078,~~143~~114 units of share purchase warrants.

As of September 30, 2023 and December 31, 2022, the shares of common stock issued and outstanding was 3,711,714,036 respectively

NOTE 5 – WARRANTS

The below table summarizes the activity of warrants exercisable for shares of common stock during the nine months ended September 30, 2023 and year ended December 31, 2022:

	Number of Shares			Weighted- Average Exercise Price
Balances as of December 31, 2021		5,556,666,666		$	0.0001
Granted		282,080,000			0.0005
Redeemed		-			-
Exercised		(201,613,143	)		0.0001
Forfeited		-			-
Balances as of December 31, 2022		5,637,133,523		$	0.0001
Granted		-			-
Redeemed		-			-
Exercised		-			-
Forfeited		-			-
Balances as of September 30, 2023		5,637,133,523		$	0.0001

10 Table of Contents

During the year ended December 31, 2022, the Company issued 176,411,500 shares of common stock for the exercise of 201,613,143 units of share purchase warrants.

The fair value of each warrant on the date of grant is estimated using the Black-Scholes option valuation model. The following weighted-average assumptions were used for warrants granted during the nine months ended September 30, 2023 and 2022:

	Nine Months Ended
	September 30,
	2023		2022
Exercise price	$0.0001 - $0.0008		$0.0001 - $0.0008
Expected term	2.17 years		3.10 years
Expected average volatility	204% - 355%		180% - 365%
Expected dividend yield		-		-
Risk-free interest rate	3.81% - 4.88%		2.28% - 4.06%

The following table summarizes information relating to outstanding and exercisable warrants as of September 30, 2023:

Warrants Outstanding

Warrants Exercisable

Weighted Average

Number

Remaining Contractual

Weighted Average

Number

Weighted Average

of Shares

life (in years)

Exercise Price

of Shares

Exercise Price

5,637,133,523

2.17

0.0001

5,048,386,857

0.0001

Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants at September 30, 2023 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of September 30, 2023, the aggregate intrinsic value of warrants outstanding was approximately $979,677 based on the closing market price of $0.0003 on September 30, 2023.

The Company determined that the warrants qualify for derivative accounting as a result of the related issuance of the convertible notes. As of September 30, 2023 and December 31, 2022, the Company valued the fair value on the 5,637,133,523 units of common stock purchase warrants granted at $1,642,147 and $1,683,773 based on Black-Scholes option valuation model, respectively.

Table of Contents

NOTE 5 – WARRANTS

The below table summarizes the activity of warrants exercisable for shares of common stock during the three months ended March 31, 2024 and year ended December 31, 2023:

	Number of Shares			Weighted- Average Exercise Price
Balances as of December 31, 2022		5,637,133,523		$	0.0001
Granted		184,883,994			0.0005
Redeemed		-			-
Exercised		(227,308,705	)		0.0001
Forfeited		-			-
Balances as of December 31, 2023		5,594,708,812		$	0.0002
Granted		-			-
Redeemed		-			-
Exercised		(71,078,114	)		0.0001
Forfeited		-			-
Balances as of March 31, 2024		5,523,630,698		$	0.0002

During the three months ended March 31, 2024, the Company issued 57,915,500 shares of common stock for the exercise of 71,078,114 units of share purchase warrants.

	Three Months Ended
	March 31,
	2024		2023
Exercise price	$0.0001 - $0.0008		$0.0001 - $0.0008
Expected term	1.82 years		2.67 years
Expected average volatility	292% - 421%		204% - 341%
Expected dividend yield		-		-
Risk-free interest rate	4.41% - 5.38%		3.81% - 4.64%

The following table summarizes information relating to outstanding and exercisable warrants as of March 31, 2024:

Warrants Outstanding

Warrants Exercisable

Weighted Average

Number

Remaining Contractual

Weighted Average

Number

Weighted Average

of Shares

life (in years)

Exercise Price

of Shares

Exercise Price

5,523,630,698

1.82

0.0002

4,750,000,038

0.0001

Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants at Mach 31, 2024 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of March 31, 2024, the aggregate intrinsic value of warrants outstanding was approximately $920,000 based on the closing market price of $0.0003 on March 31, 2024.

Table of Contents

The Company determined that the warrants qualify for derivative accounting as a result of the related issuance of the convertible notes. As of March 31, 2024 and December 31, 2023, the Company valued the fair value on the 5,523,630,698 and 5,594,708,812 units of common stock purchase warrants granted at $1,638,482 and $1,093,440 based on Black-Scholes option valuation model, respectively.

NOTE 6 – PROMISSORY NOTES

The Company had the following promissory notes payable as at ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023:

	September 30, 2023		December 31, 2022
	March 31, 2024		December 31, 2023
Promissory Notes to Auctus Fund	$	340,000	$	340,000
Total Promissory Notes	$	340,000	$	340,000

On March 4, 2021, the Company entered into an agreement with Auctus Fund, LLC to issue a senior secured promissory note of $300,000 to the unrelated party, which bears interest at 12% of the principal amount and default interest rate at 16%. The promissory note matures on March 4, 2022. In conjunction with the promissory ~~convertible~~ note, the Company issued warrants to purchase 150,000,000 shares of common stock, exercisable for five years from issuance at $0.002 per share and returnable warrants to purchase 150,000,000 shares of common stock, exercisable for five years form issuance at $0.002 per share which will be automatically expired in the event that the Company repays the ~~convertible~~ promissory notes prior to its maturity date. (See Note 5) The note was discounted for original issued discount of $35,000 and a derivative on warrants of $265,000 for an aggregate discount of $300,000, which is being amortized over the life of the note using the effective interest method ~~resulting in $248,077 of debt discount amortization for the year ended December 31, 2021~~. As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, the note is presented at $300,000, net of debt discount of $0. The note is currently in default.

On December 6, 2021, the Company entered into an agreement with Auctus Fund, LLC to issue a senior secured promissory note of $40,000 to the unrelated party, which bears interest at 12% of the principal amount and default interest rate at 16%. The promissory note matures on December 6, 2022. In conjunction with the promissory ~~convertible~~ note, the Company issued first common stock purchased warrants to purchase 50,000,000 shares of common stock, exercisable for five years from issuance at $0.0008 per share and second common stock purchased warrants to purchase 50,000,000 shares of common stock, exercisable for five years form issuance at $0.0008 per share which will be automatically expired in the event that the Company repays the ~~convertible~~ promissory notes prior to its maturity date. (See Note 5) The note was discounted for original issued discount of $9,000 and a derivative on warrants of $31,000 for an aggregate discount of $40,000, which is being amortized over the life of the note using the effective interest method ~~resulting in $2,740 of debt discount amortization for the year ended December 31, 2021~~. As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, the note is presented at $40,000, net of debt discount of $0. The note is currently in default.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, interest expense of $3913,~~492~~164 and $2613,~~183~~726 was incurred on the promissory notes, respectively. As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, accrued interest payable on the promissory note was $~~125~~151,~~300~~773 and $85138,~~809~~609, respectively.

NOTE 7 - CONVERTIBLE NOTES

The Company had the following unsecured convertible notes payable as at ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023:

	September 30, 2023		December 31, 2022
	March 31, 2024		December 31, 2023
Convertible Promissory Notes to Auctus Fund	$	~~681~~726,~~176~~610	$	~~584~~703,~~730~~958
Total Convertible Debts	$	~~681~~726,~~176~~610	$	~~584~~703,~~730~~958

Table of Contents

Promissory Notes Payable to Auctus Fund

Auctus #1

On May 20, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $67,750 with a $7,750 original issue discount. The convertible promissory note bears interest at 10% per annum and default interest rate at 24% per annum. The convertible promissory note matures nine months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $60,000 is being amortized over the life of the note using the effective interest method ~~resulting in $0 and $14,542 of interest expense for the year ended December 31, 2018 and December 31, 2017, respectively~~.

12From ~~Table~~year ended December 31, 2017 to year ended December 31, 2021, total principal of ~~Contents~~$59,265 and accrued interest of $27,723 were converted into 1,868,084,536 shares of common stock.

~~During~~As ~~the~~of ~~year~~March ~~ended~~31, 2024 and December 31, ~~2017~~2023, the principal ofdue ~~$15,278~~on ~~and~~the ~~accrued~~note ~~interest of~~ is $51,~~975 were converted into111,460,000 shares of common stock~~265.

During the year ended December 31, 2018, accrued interest of $2,494 were converted into 133,258,300 shares of common stock.

During the year ended December 31, 2019, principal of $40,241 and accrued interest of $1,153 were converted into 1,066,179,950 shares of common stock.

During the year ended December 31, 2020, accrued interest of $12,717 were converted into 317,919,774 shares of common stock.

During the year ended December 31, 2021, principal of $3,746 and accrued interest of $5,834 were converted into 239,266,512 shares of common stock.

As of September 30, 2023 and December 31, 2022, the note is presented net of a debt discount of $1,265 and $1,265, respectively.

This note is currently in default.

Auctus #2

On September 20, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $56,750 with a $6,750 original issue discount. The convertible promissory note bears interest at 10% per annum and matures nine months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $50,000 is being amortized over the life of the note using the effective interest method resulting in $0 and $35,607 of interest expense for the year ended December 31, 2018 and year ended December 31, 2017, respectively.

On July 7, 2017, note amendment was executed with $20,000 increase in principal of the note and the note principal increased to $76,750. The Company received $20,000 cash proceeds from the note amendment on the same date.

During the year ended December 31, 2021, principal of $76,750 and accrued interest of $83,128 were converted into 288,590,075 shares of common stock.

As of September 30, 2023 and December 31, 2022, the notes were fully paid off through the issuance of common stock.

Auctus #3

On January 13, 2017, the Company entered into an agreement with Power Up Lending Group to issue a convertible promissory note of $45,000 with a $2,500 original issue discount to the unrelated party, which bears interest at 8% of the principal amount. The promissory note matures on January 13, 2018. The conversion price shall be equal to 57.5% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. The note was discounted for a derivative and the discount of $45,000 is being amortized over the life of the note using the effective interest method. ~~Total of $0 and $40,843 of the discount was recorded as interest expense for the year ended December 31, 2018 and the year ended December 31, 2017.~~

During the year ended December 31, 2017, principal of $6,700 was converted into 30,455,486 shares of common stock.

On June 14, 2017, the Company entered into an agreement with Power Up Lending Group to issue a convertible promissory note of $7,500 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matured on March 20, 2018. The conversion price shall be equal to 50% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. The note was discounted for a derivative and the discount of $7,500 is being amortized over the life of the note using the effective interest method. ~~Total of $0 and $4,462 of the discount was recorded as interest expense for the year ended December 31, 2018 and the year ended December 31, 2017.~~

13On ~~Table~~November 27, 2017, Auctus Fund, LLC entered into an agreement with Power Up Lending Group Ltd. to buy out the total outstanding principal amount and accrued interest of ~~Contents~~the two convertible promissory notes at $50,774 The note bears interest at 12% of the principal amount and default interest rate at 22%. The convertible promissory note maturs on March 20, 2018. The conversion price shall be equal 57.5% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note.

OnAs ~~November 27, 2017, Auctus Fund, LLC entered into an agreement with Power Up Lending Group Ltd. to buy out the total outstanding principal amount and accrued interest~~ of ~~the two convertible promissory notes at $50,774.54. The note bears interest at 12% of the principal amount and matured on~~ March 20, 2018. The conversion price shall be equal 57.5% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. During the year ended December 31, ~~2018~~2024 and ~~the year ended~~ December 31, ~~2017~~2023, the ~~interest~~principal ~~expense~~amount ofdue ~~$5,030~~on ~~and $2,165 was recorded over~~ the ~~remaining~~ note ~~discount transferred the two convertible notes of~~ is $750,~~195~~745.

As of September 30, 2023 and December 31, 2022, the note is presented net of a debt discount of $50,745.

This note is currently in default.

Auctus #4

On November 2, 2017, the Company entered into an agreement to issue a convertible promissory note of $53,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on August 2, 2018. The conversion price shall be equal to 50% of the lowest trading price of the Company’s common stock during the 25 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. The note was discounted for a derivative and the discount of $53,000 is being amortized over the life of the note using the effective interest method. Total of $41,546 and $11,454 of the discount was recorded as interest expense for the year ended December 31, 2018 and the year ended December 31, 2017. On February 23, 2018, EMA Financial LLC and Auctus Fund, LLC each made repayment to Crown Bridge Partners, LLC on behalf of the Company at $5,636.04 to settle the total outstanding principal and accrued penalty amount at $11,272.08 of the $40,000 convertible note. As a result, the principal amount of the $53,000 convertible note increased to $58,636.04.

During the year ended December 31, 2021, principal of $58,636 and accrued interest of $52,583 were converted into 166,178,366 shares of common stock.

As of September 30, 2023, the notes were fully paid off through the issuance of common stock.

Auctus #5

On March 7, 2018, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $30,000 with a $5,000 original issue discount. The convertible promissory note bears interest at 12% per annum and default interest rate at 24% per annum. The convertible promissory matures nine months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $30,000 is being amortized over the life of the note using the effective interest method ~~resulting in $30,000 of interest expense for the year ended December 31, 2018~~.

During the year ended December 31, 2021, accrued interest of $26,384 were converted into 168,027,000 shares of common stock.

As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, the principal ~~note~~amount isdue ~~presented~~on ~~net~~the ~~of a debt discount of~~ note is $30,000.

Table of Contents

This note is currently in default.

Auctus #6

On July 9, 2018, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $43,500 with a $5,000 original issue discount. On July 25, 2018, the convertible promissory note was further amended with principal increased to $48,500. The convertible promissory note bears interest at 12% per annum and default interest rate of 24% per annum. The convertible promissory note matures nine months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $48,500 is being amortized over the life of the note using the effective interest method ~~resulting in $17,524 and $30,976 of interest expense for the year ended December 31, 2019 and the year ended December 31, 2018, respectively~~. In conjunction with the convertible note, the Company issued warrants to purchase 72,500,000 shares of common stock, exercisable for five years from issuance at $0.0003 per share.

14As ~~Table~~ of ~~Contents~~March 31, 2024 and December 31, 2023, the principal amount due on the note is $48,500.

As of September 30, 2023 and December 31, 2022, the note is presented net of a debt discount of $48,500.

This note is currently in default.

Auctus #7

On March 22, 2019, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $62,500 with a $9,000 original issue discount. The convertible promissory note bears interest at 12% per annum and default interest rate of 24% per annum. The convertible promissory note matures nine months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $62,500 is being amortized over the life of the note using the effective interest method ~~resulting in $62,500 of interest expense for the year ended December 31, 2019~~. In conjunction with the convertible note, the Company issued warrants to purchase 209,000,000 shares of common stock, exercisable for five years from issuance at $0.0003 per share.

As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, the principal ~~note~~amount isdue ~~presented~~on ~~net~~the ofnote ~~a debt discount of~~ is $62,500.

This note is currently in default.

Auctus#8

On October 23, 2019, the Company entered into an agreement to issue a convertible promissory note of $100,000 to the unrelated party, which bears interest at 12% per annum and default interest rate of 24% per annum. The convertible promissory note matures nine months from issue date. The conversion price shall be equal to the lesser of (i) 50% multiplied by the lowest Trading Price during the previous twenty-five Trading Day period ending on the latest complete Trading Day prior to the date of this Note and (ii) the Variable Conversion Price, that is 50% multiplied by the Market Price, being the lowest Trading Price for the Common Stock during the twenty-five Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The note was discounted for a derivative and the discount of $100,000 is being amortized over the life of the note using the effective interest method ~~resulting in $25,182 of interest expense for the year ended December 31, 2019~~. In conjunction with the convertible note, the Company issued warrants to purchase 50500,000,000 shares of common stock, exercisable for five years from issuance at $0.0001 per share. During the year ended December 31, 2022, the Company issued 176,411,500 shares of common stock for the exercise of 201,613,143 units of share purchase warrants. As of March ~~September 30~~31, ~~2023~~2024, the outstanding units of warrants was 298,398,857.

As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, the ~~note~~principal isamount ~~presented~~due ~~net~~on ofthe anote ~~debt discount of~~ is $100,000.

This note is currently in default.

Auctus#9

On August 4, 2020, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $31,000 to the unrelated party, which bears interest at 12% of the principal amount and default interest rate of 24% per annum. The convertible promissory note matures on August 4, 2021. The note is to be repaid by six equal payments commencing on the sixth month anniversary of issuance and due monthly thereafter. The conversion price shall be equal to the lesser of (i) the lowest Trading Price during the previous five trading date period ending on the latest completed trading Day prior to the date of this Note and (ii) Variable Conversion Price, that is Market Price being the volume weighted average price (VWAP) for the Common Stock during the five trading day period ending on the latest complete trading day prior to the conversion date. The note was discounted for a derivative and the discount of $31,000 is being amortized over the life of the note using the effective interest method. In conjunction with the convertible note, the Company issued warrants to purchase 206,666,666 shares of common stock, exercisable for five years from issuance at $0.0003 per share.

Table of Contents

As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, the ~~note~~principal isamount ~~presented~~due ~~net~~on ofthe anote ~~debt~~is ~~discount of~~ $31,000.

This note is currently in default.

Auctus#10

On November 2, 2020, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $225,000 to the unrelated party, which bears interest at 12% of the principal amount and default interest rate of 24% per annum. The promissory note matures on November 2, 2021. The note is to be repaid by six equal payments commencing on the sixth month anniversary of issuance and due monthly thereafter. The conversion price shall be equal to the lesser of (i) the lowest Trading Price and (ii) Variable Conversion Price, that is Market Price being the lowest trading price ~~for~~or the common stock during the one trading day period ending on the latest complete trading day prior to the conversion date. The note was discounted for a derivative and the discount of $225,000 is being amortized over the life of the note using the effective interest method. In conjunction with the convertible note, the Company issued warrants to purchase 2,225,000,000 shares of common stock, exercisable for five years from issuance at $0.0001 per share and returnable warrants to purchase 2,225,000,000 shares of common stock, exercisable for five years form issuance at $0.0001 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.

As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, the principal ~~note~~amount isdue ~~presented~~on ~~net~~the ofnote ~~a debt discount of~~ is $225,000.

This note is currently in default.

Auctus#13

On May 12, 2022, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $52,000 to the unrelated party, which bears interest at 12% of the principal amount and default interest rate of 16% per annum. The convertible promissory note matures on May 12, 2023. The note is convertible into common shares of $0.0005 per share. The note was discounted for a derivative and the discount of $52,000 is being amortized over the life of the note using the effective interest method. During the three ~~nine~~ months ended March ~~September 30~~31, 2023, the amortization of note discount was $1912,~~375~~822. As of ~~September~~December 3031, 2023 the unamortized note discount was fully amortized. In conjunction with the convertible note, the Company issued warrants to purchase 104,000,000 shares of common stock (“First Warrant”), exercisable for five years from issuance at $0.0005 per share and warrants to purchase 104,000,000 shares of common stock (“Second Warrant”), exercisable for five years form issuance at $0.0005 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.

As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, the principal ~~note~~amount isdue ~~presented~~on ~~net~~the ofnote ~~a debt discount of~~ is $52,000 ~~and $32,625, respectively~~.

This note is currently in default.

Auctus#14

On October 31, 2022, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $18,520. The convertible promissory note matures on October 31, 2023 and bears an annual interest rate at 12% and default interest rate of 16% per annum. The note is convertible into common shares of $0.0005 per share. The note was discounted for a derivative and the discount of $18,520 is being amortized over the life of the note using the effective interest method. During ~~the nine~~ three months ended March ~~September 30~~31, 2023, the amortization of note discount was $134,~~852~~567. As of ~~September~~December 3031, 2023, the unamortized note discount was ~~$1,573~~fully amortized. In conjunction with the convertible note, the Company issued warrants to purchase 37,040,000 shares of common stock (“First Warrant”), exercisable for five years from issuance at $0.0005 per share and warrants to purchase ~~104~~37,~~000~~040,000 shares of common stock (“Second Warrant”), exercisable for five years form issuance at $0.0005 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.

As of September 30, 2023 and December 31, 2022, the note is presented net of a debt discount of $16,947 and $3,095, respectively.

Table of Contents

As of March 31, 2024 and December 31, 2023, the principal amount due on the note is $18,520.

This note is currently in default.

Auctus#15

On July 18, 2023, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $86,444. The convertible promissory note matures on July 18, 2024 and bears an annual interest rate at 12% and default interest rate of 16% per annum. The note is convertible into common shares of $0.0005 per share. The note was discounted for a derivative and the discount of $29,111 is being amortized over the life of the note using the effective interest method. During the three ~~nine~~ months ended March ~~September 30~~31, ~~2023~~2024, the amortization of note discount was $57,~~886~~238. As of ~~September~~March 3031, 2024 and December 31, 2023, the unamortized note discount was $238,~~225.~~670 and $15,908, respectively.

As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, the note is presented net of a debt discount of $6377,~~219~~774 and $070,536, respectively.

Auctus#16

On October 10, 2023, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $62,000 for proceeds of $59,000. The convertible promissory note matures on October 10, 2024 and bears an annual interest rate at 12% and default rate of 16% per annum. The note is convertible into common shares of $0.0005 per share. The note was discounted for a derivative and the discount of $62,000 is being amortized over the life of the note using the effective interest method. During the three months ended March 31, 2024, the amortization of note discount was $15,415. As of March 31, 2024 and December 31, 2023, the unamortized note discount was $32,694 and $48,109, respectively. In conjunction with the convertible note, the Company issued warrants to purchase 92,441,997 shares of common stock (“First Warrant”), exercisable for five years from issuance at $0.0005 per share and warrants to purchase 92,441,997 shares of common stock (“Second Warrant”), exercisable for five years form issuance at $0.0005 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.

As of March 31, 2024 and December 31, 2023, the note is presented net of a debt discount of $29,306 and $13,891, respectively.

Accrued interest on convertible notes

During the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, interest expense of $~~126~~46,~~093~~778 and $~~117~~40,~~254~~468 was incurred on convertible notes, respectively. As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, accrued interest payable on convertible notes was $~~483~~577,~~172~~183 and $~~357~~530,~~080~~405, respectively.

NOTE 8 - DERIVATIVE LIABILITY

The Company analyzed the conversion ~~options~~option for derivative accounting consideration under ASC 815, “Derivatives and Hedging, ” and ~~hedging, and~~ determined that the ~~instrument~~convertible notes should be classified as a liability ~~when~~since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The Company accounts for warrants as a derivative liability due to there being no explicit limit to the number of shares to be delivered upon settlement of all conversion options.

The ~~following~~Company ~~table~~determined its ~~summarizes~~derivative liabilities to be a Level 3 fair value measurement and used the ~~derivative~~Black-Scholes ~~liabilities~~pricing ~~included~~model into calculate the ~~balance~~fair ~~sheet~~value atas ~~September~~of 30March 31, 2024 and December 31, 2023. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement.

Balance - December 31, 2022	$	2,967,243
Addition of new derivative liabilities upon issuance of convertible notes as debt discount		29,111
Loss (Gain) on change in fair value of the derivative		(246,869	)
Balance - September 30, 2023	$	2,749,485

Table of Contents

The following table summarizes the loss (gain) on derivative liability included in the income statement for the nine months ended September 30, 2023 and 2022, respectively.

	Nine Months Ended
	September 30,			September 30,
	2023			2022
Day one loss due to derivative liabilities on convertible notes and warrants	$	-		$	72,101
Loss (Gain) on change in fair value of derivative liabilities on convertible notes and warrants	$	(246,869	)	$	(1,552,611	)
Loss (Gain) on change in fair value of derivative liabilities	$	(246,869	)	$	(1,480,510	)

The table below shows the Black-Scholes option-pricing model inputs used by the Company to value the derivative liability for convertible notes at each measurement date:

	Nine Months Ended
	Three Months Ended
	September 30,		September 30,
	March 31,		March 31,
	2023		2022
	2024		2023
Expected term	0.3430 - 0.53 years		0.6213 - 0.59 years
Expected average volatility	~~202~~432% - ~~393~~517%		~~346~~230% - ~~349~~246%
Expected dividend yield		-		-
Risk-free interest rate	45.7440% - 5.4346%		24.0774% - 24.9994%

The following table summarizes the derivative liabilities included in the balance sheets at March 31, 2024 and December 31, 2023:

Balance - December 31, 2022	$	2,634,867
Addition of new derivative liabilities upon issuance of convertible notes as debt discount		29,111
Reduction of derivative liabilities from exercise of warrants		(64,683	)
Addition of new derivative liabilities upon issuance of warrants as debt discount		59,000
Addition of new derivatives liabilities recognized as day one loss on convertible notes and warrants		101,123
Gain on change in fair value of the derivative		(920,612	)
Balance - December 31, 2023	$	1,838,806
Reduction of derivative liabilities from exercise of warrants		(19,700	)
Loss on change in fair value of the derivative		2,108,611
Balance - March 31, 2024	$	3,927,717

The following table summarizes the loss (gain) on derivative liability included in the statements of operations for the three months ended March 31, 2024 and 2023, respectively.

	Three Months Ended
	March 31,		March 31,
	2024		2023
Loss (Gain) on change in fair value of derivative liabilities on convertible notes and warrants	$	2,108,611	$	(59,810	)
Loss (Gain) on change in fair value of derivative liabilities	$	2,108,611	$	(59,810	)

NOTE 9 - RELATED PARTY TRANSACTIONS

During the ~~nine~~three months ended ~~September 30~~March 31, ~~2023~~2024, the Company accrued $9030,000 of salary payable to the Director of the Company and paid $52,~~540~~000 owing to him for the accrued salaries.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, the Company accrued $9030,000 of salary payable to the Director of the Company and paid $325,~~500~~000 owing to him for the accrued salaries. During the three months ended March 31, 2023, the Director of the Company advanced $900 to the Company. The loan to the Director is non-interest bearing and due on demand.

As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, the total amount due to the related party was $~~617~~670,128 and $~~542~~642,~~668~~128, respectively.

~~NOTE~~The 10terms -and ~~SUBSEQUENT~~conditions ~~EVENTS~~are not necessarily indicative of what third parties would agree to.

InNOTE ~~accordance with ASC 855-~~10, ~~the~~– ~~Company~~COMMITMENTS ~~has~~AND ~~analyzed its operations subsequent to the September 30, 2023 to the date these financial statements were issued and has determined that it has the below subsequent event:~~CONTINGENCIES

OnThere ~~October~~are ~~10,~~no ~~2023,~~pending ~~the~~or ~~Company~~threatened ~~entered~~legal ~~into~~proceedings anas ~~agreement with Auctus Fund, LLC to issue a convertible promissory note~~ of ~~$62,000~~March ~~for proceeds of $59~~31,~~000~~ ~~to the unrelated party, which bears interest at 12% of the principal amount. The convertible promissory note matures on October 10,~~ 2024. The ~~note is convertible into common shares of $0.0002 per share. In conjunction with the convertible note, the~~ Company ~~issued~~has ~~warrants~~no tonon-cancellable ~~purchase~~operating ~~92,441,997 shares of common stock (“First Warrant”), exercisable for five years from issuance at $0~~leases.0005 per share and warrants to purchase 92,441,997 shares of common stock (“Second Warrant”), exercisable for five years form issuance at $0.0005 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.

1718 Table of Contents

NOTE 11 - SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to the March 31, 2024 to the date these financial statements were issued and has determined that it has the below subsequent event:

On May 27, 2024, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $101,000 for proceeds of $101,000. The convertible promissory note matures on May 27, 2025 and bears an annual interest rate at 12% and default rate of 16% per annum. The note is convertible into common shares of $0.0002 per share. In conjunction with the convertible note, the Company issued warrants to purchase 505,000,000 shares of common stock (“First Warrant”), exercisable for five years from issuance at 0.0002 per share and warrants to purchase 505,000,000 shares of common stock (“Second Warrant”), exercisable for five years form issuance at $0.0002 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Lingerie Fighting Championships, Inc., unless otherwise indicated.

General Overview

We were incorporated under the laws of the State of Nevada on November 29, 2006 under the name “Sparking Events, Inc.”. Our name was changed to Xodtec Group USA, Inc. in June 2009, Xodtec LED, Inc. in May 2010, Cala Energy Corp. in September 2013 and Lingerie Fighting Championships, Inc. on April 1, 2015.

We are a media company focused on the development, production, promotion and distribution of original entertainment which we plan to make commercially available predominantly through live entertainment events, as well as through digital home video, broadcast television networks, video-on-demand and digital media channels.

Our business and corporate address is 6955 North Durango Drive, Suite 1115-129, Las Vegas NV 89149. Our corporate website is www.LFCfights.com.

18 Table of Contents

We do not have any subsidiaries.

Table of Contents

We have never declared bankruptcy nor have we ever been in receivership.

Our Current Business

Our LFC business and brand is focused on building and establishing a sports entertainment league that utilizes wrestling and mixed martial arts (“MMA”) fighting techniques for purposes of providing entertainment. We seek to promote and market our brand, our programming, our events and our products.

Our mission is to establish the popularity of our LFC league and brand based on holding live events and to promote our athletes via a reality series and merchandise such aas t-shirts and calendars. Our uniqueness is derived from our predominantly all female league structure, where a vast array of beautiful, attractive and unique women engage in wrestling and MMA fighting techniques against one another for purposes of delivering high quality entertainment to mature audiences.

Our management believes that the LFC league and our unique approach in applying a predominantly all female league structure to wrestling and mixed martial arts gives us a substantial competitive advantage to build the popularity of the LFC league in general.

Recent Business Development

InOver ~~May,~~the ~~2023~~past wecouple ~~signed~~years awe ~~license~~have ~~deal~~seen ~~with Tubi,~~ a ~~streaming~~massive ~~platform~~increase ~~owned~~in bythe ~~Fox~~popularity ~~that~~of ~~has~~our 64YouTube ~~million active monthly users. On June 1 they uploaded a single event~~Channel, ~~LFC21,~~ which ~~received~~now has more than ~~830~~700,000 ~~views~~subscribers inand ~~June.~~is Asapproaching ofa ~~July~~quarter 1billion ~~they~~views. ~~had~~Recent ~~added 12 more~~ events ~~and~~have ~~plan~~been toviewed ~~add~~nearly ~~the~~4 ~~rest~~million intimes ~~August~~on average.

~~Over~~On ~~the~~July ~~past~~4, ~~year~~2024, we ~~have~~did ~~seen a massive increase in the popularity of~~ our ~~YouTube Channel, which now has nearly 600,000 subscribers. Our~~ most recent live event, ~~LFC37,~~LFC40: ~~has~~Booty ~~been~~Camp ~~viewed more than 3~~5.7 ~~million~~LFC41: ~~times~~Lingerie onFight ~~the~~Club ~~channel~~will ~~and~~be isheld ~~generating~~August ~~monthly revenues of nearly $10~~15,~~000~~ 2024.

On ~~February~~August 1412, we2024, ~~held~~LFC’s ~~LFC37:~~first ~~Back~~feature tofilm, ~~the~~Gladiatrix, ~~Mansion~~begins atshooting. ~~the~~It ~~Sapphire~~is ~~Showroom~~a female gladiator movie set in ~~Las~~the ~~Vegas~~3rd Century AD.

OnWe ~~May~~have 5,partnered ~~2021,~~with weone ~~were booked to perform three events at the Sturgis Buffalo Chip during the closing weekend~~ of ~~the~~LFC’s ~~2021~~biggest ~~Sturgis Motorcycle Rally in Sturgis~~sponsors, ~~SD.~~Healthy ~~LFC32~~Male, ~~LFC33~~to &launch ~~LFC34~~our ~~were~~own ~~very~~online ~~well~~pharmacy ~~attended~~called KnockoutRx.

OnWe ~~June~~are ~~21,~~currently ~~2021,~~in wetalks ~~have partnered~~ with ~~Agape~~two ~~Impetus Dunamis Ministries (AIDM) as one~~ of the ~~league’s~~most ~~principal~~famous ~~sponsors~~WWE atwrestlers ~~their 3 upcoming events at the Sturgis Motorcycle Rally. The California-based ministry created an inspirational design which will adorn the LFC ring during the league’s events on the closing weekend~~ of ~~the~~all ~~Rally~~time ~~which~~about ispartnering ~~expected~~with ~~to draw as many as 750,000 bike enthusiasts~~LFC.

~~In July 2021, we were approached by a company called Scuffle LLC who specialize in launching Roku channels.~~ We have ~~partnered~~been ~~with~~approached ~~them~~ to ~~launch~~do ~~our~~a ~~own~~show ~~channel~~Super ~~we’ll~~Bowl beweekend ~~calling “LFC Network”. The channel will carry our past events, our reality series and several new series we plan to create. It will be similar~~ in ~~scope~~New ~~to WWE Network~~Orleans. ~~It will be funded by a combination of subscription fees, advertisers and sponsors, both self generated and placed by Roku itself.~~

On ~~August~~February 2714, ~~2021~~2024, we ~~announced~~did ~~LFC35~~LFC38: ~~Booty~~Angels ~~Camp~~& 3DLil ~~which~~Devils ~~would~~in ~~take~~Las ~~place~~Vegas ~~Halloween~~and followed that up just 10 days later with LFC39: Goddess Among Us in ~~Las~~Kissimmee, ~~Vegas~~FL. ~~and~~We ~~would~~are beon ~~shot~~pace ~~using~~to ~~360~~do ~~degree~~more ~~virtual~~events ~~reality~~this ~~cameras~~year than any other year.

On September 1, 2021, we announced the launch of LFC Madness 2, a follow-up to our first LFC Madness bracket style virtual tournament. Once again the two prospects with the most votes would fight each other at LFC35 and each would receive a $1200 diamond bracelet courtesy Boston Diamonds & Bling.

On October 1, 2021, LFC Network was launched on schedule on Roku.

19 Table of Contents

On October 19, 2021, we launched our own branded CBD pain relief cream called ‘LFC True Relief’. The product is available for sale on our site.

Results of Operations

Three months ended ~~September~~March 3031, ~~2023~~2024 as compared to the three months ended ~~September~~March 3031, ~~2022~~2023

Our operating results for the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, and the changes between those periods for the respective items are summarized as follows:

	Three Months Ended
	September 30,						Changes
	March 31,						Changes
Statement of Operations Data:	~~2023~~2024			~~2022~~2023			Amount			%
Revenue	$	3245,~~455~~028		$	25,~~393~~195		$	719,~~062~~833			2879	%
Cost of Services		(10,449	)		(9,700	)		(749	)		8	%
Cost of services		(34,203	)		(24,846	)		9,357			38	%
Gross profit		2210,~~006~~825			~~15,693~~349			610,~~313~~476			403,002	%
Total operating expenses		(9249,~~225~~420	)		(7360,~~728~~702	)		(1811,~~497~~282	)	(19%)	25	%
Other income (expense)		(~~555~~2,~~132~~191,205	)		(~~613~~11,~~243~~773	)		582,~~111~~179,432		~~(9%)~~	18,512	%
Net Income (loss)	$	(625,351	)	$	(671,278	)	$	45,927		(7%)
Net income (loss)	$	(2,229,800	)	$	(72,126	)	$	(2,157,674	)		2,992	%

Table of Contents

Revenues

We generated revenues of $3245,~~455~~028 and $25,~~393~~195 for the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, respectively. The Company’s revenue derives from the development, promotion and distribution of our live events, televised entertainment programming and site subscription. The increase in revenues was attributed to an increase in sponsorship and advertising revenue during the quarter.

Cost of Services

We incurred cost of services of $1034,~~449~~203 and $924,~~700~~846 for the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, respectively. The cost of services incurred consist of labor, material, equipment and subcontractor expenses. The increase in cost of services was mainly due to an increase in subcontractor cost.

Gross Profit

We recognized gross profit of $10,825 and $349 for the months ended March 31, 2024 and 2023, respectively. The increase in gross profit was attributed to an increase in revenue.

Operating Expenses

We incurred operating expenses of $9249,~~225~~420 and $7360,~~728~~702 for the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, respectively. The ~~increase~~decrease in operating expenses was primarily due to the ~~increase~~decrease in selling, general and administrative expenses and professional fees due to the decrease in accrued audit fees, advertising and promotion expense.

Other Income (Expenses)

We incurred other expense of $~~555~~2,~~132~~191,205 and $~~613~~11,~~243~~773 for the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, respectively. During the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, the Company incurred loss on changes in fair value of derivatives from the convertible notes and warrants of $~~489~~2,~~230~~108,611 and recorded gain on changes in fair value of derivatives from the convertible notes and warrants of $~~536~~59,~~936~~810, respectively.

Net Income (Loss)

We incurred net loss of $~~625~~2,~~351~~229,800 and $~~671~~72,~~278~~126 during the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, respectively. The ~~decrease~~increase in net loss was mainly due to the ~~decrease~~increase in other expense ~~and an increase in gross profit~~.

20 Table of Contents

Nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022

Our operating results for the nine months ended September 30, 2023 and 2022, and the changes between those periods for the respective items are summarized as follows:

	Nine Months Ended
	September 30,						Changes
Statement of Operations Data:	2023			2022			Amount			%
Revenue	$	88,758		$	78,831		$	9,927			13	%
Cost of services		(51,252	)		(24,657	)		(26,595	)		100	%
Gross profit		37,506			54,174			(16,668	)	(31%)
Total operating expenses		(204,297	)		(204,240	)		(57	)		-
Other income (expense)		42,728			1,223,095			(1,180,367	)	(97%)
Net income (loss)	$	(124,063	)	$	1,073,029		$	(1,197,092	)	(112%)

Revenues

We generated revenues of $88,758 and $78,831 for the nine ended September 30, 2023 and 2022, respectively. The Company’s revenue derives from the development, promotion and distribution of our live events, televised entertainment programming and site subscription. The increase in revenues was attributed to an increase in advertising revenue during the quarter.

Cost of Services

We incurred cost of services of $51,252 and $24,657 for the nine months ended September 30, 2023 and 2022, respectively. The cost of services incurred consist of labor, material, equipment and subcontractor expenses.

Operating Expenses

We incurred operating expenses of $204,297 and $204,240 for the nine months ended September 30, 2023 and 2022, respectively.

Other Income (Expenses)

We recognized other income of $42,728 and $1,223,095 for the nine months ended September 30, 2023 and 2022, respectively. During the nine months ended September 30, 2023 and 2022, the Company recognized gain on changes in fair value of derivatives from the convertible notes and warrants of $246,869 and $1,480,510, respectively.

Net Income (Loss)

We incurred net loss of $124,063 and recognized net income of $1,073,029 during the nine months ended September 30, 2023 and 2022, respectively. The decrease in net income was mainly due to the decrease in other income and gross profit.

Liquidity and Capital Resources

	September 30,			December 31,			Changes
	March 31,			December 31,			Changes
Working Capital Data:	~~2023~~2024			~~2022~~2023			Amount			%
Current Assets	$	32,~~153~~346		$	105,~~009~~295		$	(62,~~856~~949	)	(6856%)		%)
Current Liabilities	$	56,~~031~~411,~~834~~553		$	4,~~914~~204,~~627~~402		$	~~117~~2,207,151			252	%
Working Capital Deficiency	$	(56,~~028~~409,~~681~~207	)	$	(4,~~904~~199,~~618~~107	)	$	~~(124~~2,~~063~~210,100	)		353	%

21At ~~Table~~March 31, 2024, we had a working capital deficiency of ~~Contents~~$6,409,207 and an accumulated deficit of $11,532,409. The Company intends to fund future operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2024.

At September 30, 2023, we had a working capital deficiency of $5,028,681 and an accumulated deficit of $10,067,500. The Company intends to fund future operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2023.

The ability of the Company to realize its business plan is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~The~~22 ~~following~~Table ~~table~~of ~~sets forth certain information about our cash flow during the nine months ended Setpember 30, 2023 and 2022:~~Contents

	Nine Months Ended
	September 30,						Changes
Cash Flows Data:	2023			2022			Amount			%
Cash Flows used in Operating Activities	$	(93,300	)	$	(66,895	)	$	(26,405	)		39	%
Cash Flows provided by Financing Activities		86,444			45,000			41,444			100	%
Net decrease in cash during period	$	(6,856	)	$	(21,895	)	$	15,039		(69%)

The following table sets forth certain information about our cash flow during the three months ended March 31, 2024 and 2023:

Cash Flows from Operating Activities

	Three Months Ended
	March 31,						Changes
Cash Flows Data:	2024			2023			Amount			%

Cash Flows used in Operating Activities	$	(2,949	)	$	(35,102	)	$	32,153		(92%)
Cash Flows provided by Financing Activities		-			25,900			(25,900	)		100	%
Net decrease in cash during period	$	(2,949	)	$	(9,202	)	$	6,253		(68%)

We have not generated positive cash flows from operating activities.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, net cash flows used in operating activities was $932,~~300~~949 consisting of a net loss of $~~124~~2,~~063~~229,800, ~~increased~~decreased by ~~gain~~loss on change in fair value of derivative liabilities of $~~246~~2,~~869~~108,611 and ~~decreased~~ by amortization of debt discount of $3922,~~112~~652 and net changes in operating assets and liabilities of $~~238~~95,~~520~~588.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, net cash flows used in operating activities was $6635,~~895,~~102 consisting of a net ~~income~~loss of $172,~~073~~126,~~029,~~ ~~decreased~~increased by gain on change in fair value of derivative liabilities of $159,~~480,510,~~810 ~~increased~~and decreased by amortization of debt discount of $~~100~~17,~~669~~389 and net changes in operating assets and liabilities of $~~239~~79,~~917~~445.

Cash Flows from Investing Activities

There were no investing activities during the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023.

Cash Flows from Financing Activities

~~During~~There ~~the~~were ~~nine~~no ~~months ended September 30, 2023 and 2022, net cash provided by~~ financing activities ~~was~~during ~~$$86,444~~the ~~and~~three ~~$45,000~~months ~~through~~ended ~~proceeds~~March ~~from issuance of a convertible note~~31, ~~respectively~~2024.

During the three months ended March 31, 2023, net cash provided by financing activities was $25,900 through proceeds from issuance of a promissory notes of $25,000 and advancement form related party of $900, respectively.

Off-Balance Sheet Arrangements

As of ~~September~~March 3031, ~~2023~~2024, we had no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (our principal executive officer, principal financial officer and principal accounting officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer has concluded that as of such date, our disclosure controls and procedures were not effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2223 Table of Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our Company’s or our Company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

However, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

As of ~~September~~March 3031, ~~2023~~2024, total note payable amount of $~~601~~959,~~010~~530 in default as follows:

	Issuance date	Expire date	Amount at default
Auctus#1	5/20/2016	2/20/2017	$	1,265
Auctus#3	11/27/2017	3/20/2018	$	50,745
Auctus#4	11/2/2017	8/2/2018	$	-
Auctus#5	3/7/2018	12/7/2018	$	30,000
Auctus#6	7/9/2018	4/9/2019	$	48,500
Auctus#7	3/22/2019	12/22/2019	$	62,500
Auctus#8	10/23/2019	7/23/2020	$	100,000
Auctus#9	8/11/2020	8/11/2021	$	31,000
Auctus#10	11/9/2020	11/9/2021	$	225,000
Auctus#11	3/4/2021	3/4/2022	$	300,000
Auctus#12	12/6/2021	12/6/2022	$	40,000
Auctus#13	5/16/2022	5/16/2023	$	52,000
			$	601,010
Auctus#14	10/31/2022	10/31/2023	$	18,520
			$	959,530

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

2324 Table of Contents

Item 6. Exhibits

Exhibit Number		Description
(31)		Rule 13a-14 (d)/15d-14d) Certifications
31.1*		Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)		Section 1350 Certifications
32.1*		Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101*		Interactive Data File
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

______________

* Filed herewith.

2425 Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		LINGERIE FIGHTING CHAMPIONSHIPS, INC.
		(Registrant)
Dated: October 26, 2023		/s/ Shaun Donnelly
Dated: July 15, 2024		/s/ Shaun Donnelly
		Shaun Donnelly
		Chief Executive Officer, Chief Financial Officer and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the dates indicated.

Signature	Title	Date
/s/ Shaun Donnelly	Chief Executive Officer (Principal Executive Officer), Chief Financial	~~October~~July 2615, ~~2023~~2024
Shaun Donnelly	Officer (Principal Financial and Accounting Officer), and Director

2526

Filing Compare · LINGERIE FIGHTING CHAMPIONSHIPS, INC.