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 June 30, 2024
	For the quarterly period ended September 30, 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 jurisdictionof incorporation or organization)		(IRS EmployerIdentification No.)
6955 North Durango Drive, Suite 1115-129, Las Vegas, NV		89149
6955 North Durango Drive, Suite1115-129, 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	None	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.

4,504,844,036 shares of common stock issued and outstanding as of ~~October~~January 87, ~~2024~~2025.

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	2021
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2425
Item 4.	Controls and Procedures	2425
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	2526
Item 1A.	Risk Factors	2526
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2526
Item 3.	Defaults Upon Senior Securities	2526
Item 4.	Mine Safety Disclosures	2526
Item 5.	Other Information	2526
Item 6.	Exhibits	2627
SIGNATURES		2728

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

BALANCE SHEETS

	June 30,			December 31,
	September 30,			December 31,
	2024			2023
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	1012,~~449~~835		$	5,295
Total Current Assets	$	1012,~~449~~835		$	5,295
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	1,~~450~~932		$	10,495
Accounts payable - related party		~~697~~721,~~628~~128			642,128
Accrued interest payable		~~790~~856,~~626~~135			669,015
Promissory notes in default		340,000			340,000
Convertible notes in default		~~619~~705,~~530~~974			619,530
Convertible notes in default net of $108,919 and $64,016 debt discount, respectively		140,525			84,428
Convertible notes, net of $98,108 and $64,016 debt discount, respectively		114,892			84,428
Derivative liabilities		2,~~440~~946,~~532~~476			1,838,806
Total Current Liabilities		5,~~030~~686,~~291~~537			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 as of June 30, 2024 and December 31, 2023		-			-
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 June 30, 2024 and December 31, 2023, respectively		3,954,846			3,896,930
Common stock, par value $0.001 per share, 10,000,000,000 shares authorized, 4,504,844,036 and 3,896,928,536 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively		4,504,846			3,896,930
Additional paid-in capital		1734,~~168,356~~640			1,206,572
Accumulated deficit		(10,~~143~~913,~~044~~188	)		(9,302,609	)
Total stockholders' deficit		(5,~~019~~673,~~842~~702	)		(4,199,107	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1012,~~449~~835		$	5,295

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						~~Six~~Nine Months Ended
	June 30,						June 30,
	September 30,						September 30,
	2024			2023			2024			2023
Revenue	$	3423,~~480~~533		$	3132,~~108~~455		$	79103,~~508~~041		$	5688,~~303~~758
Cost of services		2312,~~340~~509			1510,~~957~~449			5770,~~543~~052			4051,~~803~~252
GROSS PROFIT		11,~~140~~024			1522,~~151~~006			2132,~~965~~989			1537,~~500~~506
OPERATING EXPENSES
Management salaries		30,000			30,000			6090,000			6090,000
Selling, general and administrative expenses		1215,~~741~~664			814,~~822~~549			2440,~~514~~178			2641,~~926~~475
Professional fees		68,605			12,548			76,252			25,146
Professional fees (including stock-based compensation of $70,000 and $0, respectively)		103,456			47,676			179,708			72,822
Total Operating Expenses		111,346			51,370			160,766			112,072
Professional fees - related party (including stock-based compensation of $20,000 and $0, respectively)		20,000			-			20,000			-
OPERATING LOSS		(100,206	)		(36,219	)		(138,801	)		(96,572	)
Total Operating Expenses		169,120			92,225			329,886			204,297
OPERATING LOSS		(158,096	)		(70,219	)		(296,897	)		(166,791	)
OTHER INCOME (EXPENSE)
Interest expense		(95109,~~114~~820	)		(6665,~~656~~902	)		(~~177~~287,~~708~~528	)		(~~138~~204,~~239~~141	)
(Loss) gain on change in fair value of derivative liabilities		1(502,~~584,685~~228	)		~~970~~(423,~~712~~719	)		(~~523~~1,~~926~~026,154	)		1606,~~030,522~~803
Total Other Income (Expense)		1(612,~~489,571~~048	)		~~904~~(489,~~056~~621	)		(~~701~~1,~~634~~313,682	)		~~892~~402,~~283~~662
Income (Loss) before Income Taxes		1(770,~~389,365~~144	)		~~867~~(559,~~837~~840	)		(~~840~~1,~~435~~610,579	)		~~795~~235,~~711~~871
Income Tax Provision		-			-			-			-
Net Income (Loss)	$	1(770,~~389,365~~144	)	$	~~867~~(559,~~837~~840	)	$	(~~840~~1,~~435~~610,579	)	$	~~795~~235,~~711~~871
Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	0.00
Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	0.00
Basic and Diluted Weighted Average Shares of Common Stock Outstanding		34,~~711~~371,~~714~~604,~~036~~302			3,711,714,036			34,~~972~~056,~~664~~308,~~190~~720			3,711,714,036
Diluted Weighted Average Shares of Common Stock Outstanding		1314,~~853~~763,~~459~~349,~~194~~460			10,~~370~~200,~~856~~924,~~034~~610			14,~~114~~448,~~409~~053,~~348~~878			10,~~370~~200,~~856~~924,~~034~~610

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 THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2024 AND 2023

(UNAUDITED)

	Preferred Stock				Common Stock				Additional						Total
	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital			AccumulatedDeficit			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	)
Net income		-		-		-		-		-			1,389,365			1,389,365
Balance - June 30, 2024		51	$	-		3,954,844,036	$	3,954,846	$	1,168,356		$	(10,143,044	)	$	(5,019,842	)

Nine Months Ended September 30, 2024

	Preferred Stock				Common Stock				Additional						Total
	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital			AccumulatedDeficit			Stockholders'Deficit
Balance - December 31, 2022		51	$	-		3,711,714,036	$	3,711,715	$	1,327,104		$	(9,611,061	)	$	(4,572,242	)
Balance - December 31, 2023		51	$	-		3,896,928,536	$	3,896,930	$	1,206,572		$	(9,302,609	)	$	(4,199,107	)
Net loss		-		-		-		-		-			(72,126	)		(72,126	)
Shares of common stock issued for exercise of warrants		-		-		57,915,500		57,916		(38,216	)		-			19,700
Balance - March 31, 2023		51	$	-		3,711,714,036	$	3,711,715	$	1,327,104		$	(9,683,187	)	$	(4,644,368	)
Net loss		-		-		-		-		-			(2,229,800	)		(2,229,800	)
Net income		-		-		-		-		-			867,837			867,837
Balance - March 31, 2024		51	$	-		3,954,844,036	$	3,954,846	$	1,168,356		$	(11,532,409	)	$	(6,409,207	)
Balance - June 30, 2023		51	$	-		3,711,714,036	$	3,711,715	$	1,327,104		$	(8,815,350	)	$	(3,776,531	)
Net income		-		-		-		-		-			1,389,365			1,389,365
Balance - June 30, 2024		51	$	-		3,954,844,036	$	3,954,846	$	1,168,356		$	(10,143,044	)	$	(5,019,842	)
Shares of common stock issued for exercise of warrants		-		-		100,000,000		100,000		(73,716	)		-			26,284
Share of common stocked issued for stock based compensation		-		-		350,000,000		350,000		(280,000	)		-			70,000
Share of common stocked issued for stock based compensation - related parties		-		-		100,000,000		100,000		(80,000	)		-			20,000
Net loss		-		-		-		-		-			(770,144	)		(770,144	)
Balance - September 30, 2024		51	$	-		4,504,844,036	$	4,504,846	$	734,640		$	(10,913,188	)	$	(5,673,702	)

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, 2022		51	$	-		3,711,714,036	$	3,711,715	$	1,327,104	$	(9,611,061	)	$	(4,572,242	)
Net loss		-		-		-		-		-		(72,126	)		(72,126	)
Balance - March 31, 2023		51	$	-		3,711,714,036	$	3,711,715	$	1,327,104	$	(9,683,187	)	$	(4,644,368	)
Net income		-		-		-		-		-		867,837			867,837
Balance - June 30, 2023		51	$	-		3,711,714,036	$	3,711,715	$	1,327,104	$	(8,815,350	)	$	(3,776,531	)
Net loss		-		-		-		-		-		(559,840	)		(559,840	)
Balance - September 30, 2023		51	$	-		3,711,714,036	$	3,711,715	$	1,327,104	$	(9,375,190	)	$	(4,336,371	)

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

Table of Contents

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended
	Nine Months Ended
	June 30,
	September 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(~~840~~1,~~435~~610,579	)	$	~~795~~235,~~711~~871
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Loss (Gain) on change in fair value of derivative liabilities		523,926			(1,030,522	)
Stock - based compensation		70,000			-
Amortization of debt discount		56,097			28,558
Stock - based compensation - related party		20,000			-
Loss (Gain) on change in fair value of derivative liabilities		1,026,154			(606,803	)
Amortization of debt discount		100,408			39,112
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		(98,~~045~~563	)		14(1,~~374~~525	)
Accounts payable - related party		5579,~~500~~000			5074,~~600~~460
Accrued interest payable		~~121~~187,~~611~~120			~~109~~165,~~681~~585
Net cash used in operating activities		(92136,~~346~~460	)		(3193,~~598~~300	)
CASH FLOWS FROM INVESTING ACTIVITIES		-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible debts		97144,~~500~~000			-86,444
Proceeds from promissory notes		-			25,000
Net cash provided by financing activities		144,000			86,444
Net cash provided by financing activities		97,500			25,000
Net increase (decrease) in cash and cash equivalents		7,540			(6,856	)
Net increase (decrease) in cash and cash equivalents		5,154			(6,598	)
Cash and cash equivalents - beginning of period		5,295			10,009
Cash and cash equivalents - end of period	$	1012,~~449~~835		$	3,~~411~~153
Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Shares of common stock issued for exercise of warrants	$	19,700		$	-
Debt discount recognized from issuance of convertible notes	$	134,500		$	29,111
Shares of common stock issued for exercise of warrants	$	45,984		$	-

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

Table of Contents

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 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

Basis of 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 US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date 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 $1012,~~449~~835 and $5,295 in cash and cash equivalents as at ~~June~~September 30, 2024 and December 31, 2023, respectively.

Revenue Recognition

The Company’s revenue derives from the development, promotion and distribution of live events and televised entertainment programming and also through sponsorship 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

Live Events (booking 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

2. Identify performance obligations

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

Table of Contents

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 and ~~six~~nine months ended ~~June~~September 30, 2024 and 2023:

Three Months Ended

~~Six~~Nine Months Ended

June 30,

September 30,

Revenue Stream

2024

2023

2024

2023

Live events and site subscriptions

56,~~834~~908

616,~~509~~540

1724,~~469~~377

1935,~~025~~565

Sponsorship

~~4,000~~-

16,000

4,000

Advertising

2816,~~646~~625

2015,~~599~~915

4662,~~039~~664

3349,~~278~~193

Total Revenue

3423,~~480~~533

3132,~~108~~455

79103,~~508~~041

5688,~~303~~758

9 Table of Contents

Earnings (Loss) per Share

The Company computes basic and diluted net 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.

~~The~~9 ~~below~~Table ~~table shows the dilutive instruments as~~ of ~~June 30, 2024 and June 30, 2023 which were included in the calculation of dilutive earnings per share for the six months and three months ended June 30, 2024 and 2023.~~Contents

	June 30,		June 30,
	2024		2023
	(Shares)		(Shares)
Convertible notes payable		7,916,745,139		4,284,948,570
Warrants		2,225,000,019		2,374,193,429
		10,141,745,158		6,659,141,999

The below table shows the dilutive instruments as of September 30, 2024 and 2023 which were included in the calculation of dilutive earnings per share for the nine months and three months ended September 30, 2024 and 2023.

	September 30,		September 30,
	2024		2023
	(Shares)		(Shares)
Convertible notes payable		8,166,745,139		3,223,619,336
Warrants		2,225,000,019		3,265,591,238
		10,391,745,158		6,489,210,574

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 analyzed the conversion option for derivative accounting consideration under ASC 815, “Derivatives and Hedging,” and 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.

The Company accounts for debt with conversion options under ASU (“Accounting Standard Update”) 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.

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 payable and accrued 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 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.

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:

10 Table of Contents

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)

Table of Contents

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

The following table summarizes fair value measurement by level at ~~June~~September 30, 2024 and December 31, 2023, measured at fair value on a recurring basis:

June 30, 2024

Level 1

Level 2

Level 3

Total

September 30, 2024

Level 1

Level 2

Level 3

Total

Liabilities

Derivative liabilities

2,~~440~~946,~~532~~476

December 31, 2023	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities	$	-	$	-	$	1,838,806	$	1,838,806

Stock Based Compensation

The Company applies the fair value method of FASB ASC 718, Share Based Payment, in accounting for its stock-based compensation. The standard states that compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period. The Company values stock-based compensation at the market price for the Company’s common stock and other pertinent factors at the grant date.During the nine months ended September 30, 2024, the Company recorded $90,000 stock-based compensation expense, comprised of common stock awarded to director of $20,000 and consultants of $70,000 which were reported under professional fees – related parties and professional fees in the statements of operation.

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

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 unaudited financial statements have been prepared in conformity with US GAAP, which 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.

Table of Contents

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.

Common Stock

The Company has authorized 10,000,000,000 shares with a par value $0.001 per share.

During the ~~six~~nine months ended ~~June~~September 30, 2024, the Company issued 57 157,915,500 shares of common stock for the exercise of 71204,~~078~~411,~~114~~448 units of share purchase warrants.

On August 5, 2024, the Company issued 100,000,000 shares of common stock to the Director of the Company for service rendered valued at $20,000.

On August 5, 2024, the Company issued an aggregate of 350,000,000 shares of common stock to the consultants of the Company for service rendered valued at $70,000.

As of September 30, 2024 and December 31, 2024, the issued and outstanding common stock was 4,504,844,036 shares and 3,896,928,536 shares, respectively.

NOTE 5 – WARRANTS

The below table summarizes the activity of warrants exercisable for shares of common stock during the ~~six~~nine months ended ~~June~~September 30, 2024 and year ended December 31, 2023:

	Number ofShares			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		1,~~010~~345,000,000			0.0002
Redeemed		-			-
Exercised		(71204,~~078~~411,~~114~~448	)		0.~~0001~~0002
Forfeited		-			-
Balances as of June 30, 2024		6,533,630,698		$	0.0002
Balances as of September 30, 2024		6,735,297,364		$	0.0002

~~The~~During ~~fair~~the ~~value~~nine ofmonths ~~each~~ended ~~warrant~~September on30, 2024, the ~~date~~Company ofgranted ~~grant~~warrants isto ~~estimated~~purchase ~~using~~1,345,000,000 ~~the~~shares ~~Black-Scholes~~of ~~option~~common ~~valuation~~stock ~~model.~~issued ~~The~~in ~~following~~conjunction ~~weighted-average~~with ~~assumptions~~convertible ~~were~~notes ~~used~~issued ~~for warrants granted~~ during the ~~six~~same ~~months ended June 30, 2024:~~ period.

	Six Months Ended
	June 30,
	2024
Exercise price	$	0.0002
Expected term	5 years
Expected average volatility		350	%
Expected dividend yield		-
Risk-free interest rate		4.47	%

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, 2024:

The following table summarizes information relating to outstanding and exercisable warrants as of June 30, 2024:

	Nine Months Ended
	September 30,
	2024
Exercise price	$	0.0002
Expected term	5 years
Expected average volatility	340% - 350		%
Expected dividend yield		-
Risk-free interest rate	3.43% - 4.47		%

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

6,533,630,698

2.08

0.0002

4,450,000,000

0.0001

Table of Contents

~~Aggregate~~The ~~intrinsic~~following ~~value~~table issummarizes ~~the~~information ~~sum~~relating ofto ~~the~~outstanding ~~amounts~~and byexercisable ~~which the quoted market price of the Company’s stock exceeded the exercise price of the~~ warrants ~~at June~~as ~~30, 2024 for those warrants for which the quoted market price was in excess~~ of ~~the~~September ~~exercise price (“in-the-money” warrants). As of June~~ 30, 2024~~, the aggregate intrinsic value of warrants outstanding was approximately $445,000 based on the closing market price of $0.0003 on June 30, 2024.~~:

The Company determined that the warrants qualify for derivative accounting as a result of the related issuance of the convertible notes. As of June 30, 2024 and December 31, 2023, the Company valued the fair value on the 6,533,630,698 and 5,594,708,812 units of common stock purchase warrants granted at $1,296,925 and $1,093,440 based on Black-Scholes option valuation model, respectively.

Warrants Outstanding

Warrants Exercisable

Number

Weighted Average

Remaining Contractual

Weighted

Average

Number

Weighted

Average

of Shares

life (in years)

Exercise Price

of Shares

Exercise Price

6,735,297,364

2.01

0.0002

4,450,000,000

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, 2024 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of September 30, 2024, the aggregate intrinsic value of warrants outstanding was approximately $445,000 based on the closing market price of $0.0002 on September 30, 2024.

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, 2024 and December 31, 2023, the Company valued the fair value on the 6,735,297,364 and 5,594,708,812 units of common stock purchase warrants granted at $1,344,114 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 ~~June~~September 30, 2024 and December 31, 2023:

	June 30, 2024			December 31, 2023
	September 30,2024		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 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 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. As of ~~June~~September 30, 2024 and December 31, 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 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 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. As of ~~June~~September 30, 2024 and December 31, 2023, the note is presented at $40,000, net of debt discount of $0. The note is currently in default.

During the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, interest expense of $2639,~~328~~636 and $2739,~~638~~492 was incurred on the promissory notes, respectively. As of ~~June~~September 30, 2024 and December 31, 2023, accrued interest payable on the promissory note was $~~164~~178,~~937~~245 and $138,609, respectively.

NOTE 7 - CONVERTIBLE NOTES

The Company had the following unsecured convertible notes payable as at June 30, 2024 and December 31, 2023:

	June 30, 2024			December 31, 2023
Convertible Notes in default	$	619,530		$	619,530
Convertible Notes		249,444			148,444
Less: Unamortized debt discount		(108,919	)		(64,016	)
		140,525			84,428
Total	$	760,055		$	703,958

Table of Contents

NOTE 7 - CONVERTIBLE NOTES

The Company had the following unsecured convertible notes payable as at September 30, 2024 and December 31, 2023:

	September 30, 2024			December 31, 2023

Convertible Notes in default	$	705,974		$	619,530

Convertible Notes		213,000			148,444
Less: Unamortized debt discount		(98,108	)		(64,016	)
		114,892			84,428

Total	$	820,866		$	703,958

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.

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

As of ~~June~~September 30, 2024 and December 31, 2023, the principal due on the note is $1,265.

This note is currently in default.

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.

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

Table of Contents

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.

On 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 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.

As of ~~June~~September 30, 2024 and December 31, 2023, the principal amount due on the note is $50,745.

This note is currently in default.

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.

14 Table of Contents

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

As of ~~June~~September 30, 2024 and December 31, 2023, the principal amount due on the note is $30,000.

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. 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.

As of ~~June~~September 30, 2024 and December 31, 2023, the principal amount due on the note is $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. 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.

As15 Table of ~~June 30, 2024 and December 31, 2023, the principal amount due on the note is $62,500.~~Contents

As of September 30, 2024 and December 31, 2023, the principal amount due on the note 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. In conjunction with the convertible note, the Company issued warrants to purchase 500,000,000 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. During the ~~six~~nine months ended ~~June~~September 30, 2024, the Company issued 57,915,500 shares of common stock for the exercise of 71,078,114 units of share purchase warrants. As of ~~June~~September 30, 2024, the outstanding units of warrants was 38.

As of ~~June~~September 30, 2024 and December 31, 2023, the principal amount due on the note is $100,000.

This note is currently in default.

15 Table of Contents

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. During the nine months ended September 30, 2024, the Company issued 10,000,000 shares of common stock for the exercise of 133,333,334 units of share purchase warrants. As of September 30, 2024, the outstanding units of warrants was 73,333,332.

As of ~~June~~September 30, 2024 and December 31, 2023, the principal amount due on the note is $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 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.

As16 Table of ~~June 30, 2024 and December 31, 2023, the principal amount due on the note is $225,000.~~Contents

As of September 30, 2024 and December 31, 2023, the principal amount due on the note 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. As of ~~June~~September 30, 2024, 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 ~~June~~September 30, 2024 and December 31, 2023, the principal amount due on the note is $52,000.

This note is currently in default.

16 Table of Contents

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. As of ~~June~~September 30, 2024, the unamortized note discount was 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 37,040,000 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 ~~June~~September 30, 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 ~~six~~nine months ended ~~June~~September 30, 2024, the amortization of note discount was $1415,~~476~~908. As of ~~June~~September 30, 2024 ~~and December 31~~, ~~2023,~~ the unamortized note discount was ~~$1,432~~fully ~~and $15,908, respectively~~amortized.

As of ~~June~~September 30, 2024 and December 31, 2023, the ~~note~~principal isamount ~~presented~~due ~~net~~on ofthe anote ~~debt~~is ~~discount of~~ $8586,~~012~~444 and $70,536, respectively.

Table of Contents

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 ~~six~~nine months ended ~~June~~September 30, 2024, the amortization of note discount was $3046,~~831~~415. As of ~~June~~September 30, 2024 and December 31, 2023, the unamortized note discount was $171,~~279~~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 ~~June~~September 30, 2024 and December 31, 2023, the note is presented net of a debt discount of $4460,~~721~~306 and $13,891, respectively.

Auctus#17

On May 22, 2024, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $101,000 for proceeds of $97,500. The convertible promissory note matures on May 22, 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. On August 8, 2024, the Company entered into an agreement with Auctus Fund, LLC to amend the principal amount for a convertible note from $101,000 to $117,500. The additional $16,500 was wired to the Company by the noteholder on July 9, 2024. During the ~~six~~nine months ended ~~June~~September 30, 2024, the amortization of note discount was $1036,~~792~~249. As of ~~June~~September 30, 2024, the unamortized note discount was $9064,~~208~~751. 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.

As of ~~June~~September 30, 2024, the note is presented net of a debt discount of $1052,~~792~~749.

~~17 Table of Contents~~Auctus#18

On September 3, 2024, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $33,500 for proceeds of $33,500. The convertible promissory note matures on September 3, 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. During the nine months ended September 30, 2024, the amortization of note discount was $1,836. As of September 30, 2024, the unamortized note discount was $31,664. In conjunction with the convertible note, the Company issued warrants to purchase 167,500,000 shares of common stock (“First Warrant”), exercisable for five years from issuance at 0.0002 per share and warrants to purchase 167,500,000 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.

As of September 30, 2024, the note is presented net of a debt discount of $1,836.

Accrued interest on convertible notes

During the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, interest expense of $95147,~~284~~483 and $82126,~~042~~093 was incurred on convertible notes, respectively. As of ~~June~~September 30, 2024 and December 31, 2023, accrued interest payable on convertible notes was $~~625~~677,~~689~~889 and $530,405, respectively.

NOTE 8 - DERIVATIVE LIABILITY

The Company analyzed the conversion option for derivative accounting consideration under ASC 815, “Derivatives and Hedging,”and 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.

The Company determined its derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of June 30, 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.

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:

	Six Months Ended
	June 30,		June 30,
	2024		2023
Expected term	0.05 - 0.89 years		0.34 years
Expected average volatility	189% - 541%		230% - 393%
Expected dividend yield		-		-
Risk-free interest rate	5.40% - 5.48%		4.74% - 5.43%

The following table summarizes the derivative liabilities included in the balance sheets at June 30, 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
Addition of new derivative liabilities upon issuance of convertible notes as debt discount		97,500
Reduction of derivative liabilities from exercise of warrants		(19,700	)
Addition of new derivatives liabilities recognized as day one loss on convertible notes and warrants		203,010
Loss on change in fair value of the derivative		320,916
Balance - June 30, 2024	$	2,440,532

Table of Contents

The ~~following~~Company ~~table~~determined ~~summarizes~~its ~~the~~derivative ~~loss~~liabilities ~~(gain)~~to onbe ~~derivative~~a ~~liability~~Level ~~included~~3 infair value measurement and used the ~~statements~~Black-Scholes ofpricing ~~operations for~~model to calculate the ~~six~~fair ~~months~~value ~~ended~~as ~~June~~of September 30, 2024 and December 31, 2023. The Black-Scholes model requires six basic data inputs: the exercise or strike price, ~~respectively~~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.

	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,		June 30,
	2024			2023			2024		2023
Day one loss due to derivative liabilities on convertible notes and warrants		203,010		$	-		$	203,010	$	-
Loss (Gain) on change in fair value of derivative liabilities on convertible notes and warrants		(1,787,695	)	$	(970,712	)	$	320,916	$	(1,030,522	)
Loss (Gain) on change in fair value of derivative liabilities		(1,584,685	)	$	(970,712	)	$	523,926	$	(1,030,522	)

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
	September 30,			September 30,
	2024			2023
Expected term	0.03 - 0.95 years			0.34 years
Expected average volatility	189% - 913		%	230% - 393		%
Expected dividend yield		-			-
Risk-free interest rate	3.98% - 5.48		%	4.74% - 5.43		%

The following table summarizes the derivative liabilities included in the balance sheets at September 30, 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
Addition of new derivative liabilities upon issuance of convertible notes as debt discount		127,500
Reduction of derivative liabilities from exercise of warrants		(45,984	)
Addition of new derivatives liabilities recognized as day one loss on convertible notes and warrants		323,528
Loss on change in fair value of the derivative		702,626
Balance - September 30, 2024	$	2,946,476

The following table summarizes the loss (gain) on derivative liability included in the statements of operations for the three and nine months ended September 30, 2024 and 2023, respectively.

	Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2024		2023		2024		2023
Day one loss due to derivative liabilities on convertible notes and warrants		120,518	$	-	$	323,528	$	-
Loss (Gain) on change in fair value of derivative liabilities on convertible notes and warrants		381,710	$	423,719	$	702,626	$	(606,803	)
Loss (Gain) on change in fair value of derivative liabilities		502,228	$	423,719	$	1,026,154	$	(606,803	)

Table of Contents

NOTE 9 - RELATED PARTY TRANSACTIONS

During the ~~six~~nine months and three months ended ~~June~~September 30, 2024, the Company accrued $6090,000 and $30,000 of salary payable to the Director of the Company, respectively.

During the ~~six~~nine months and three months ended ~~June~~September 30, 2023, the Company accrued $6090,000 and $30,000 of salary payable to the Director of the Company, respectively.

During the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, the Company paid $411,~~500~~000 and $945,~~000~~540 owing to the Director of the Company for the accrued salaries, respectively.

As of ~~June~~September 30, 2024 and December 31, 2023, the total amount due to the related party was $~~697~~721,~~628~~128 and $642,128, respectively.

The terms and conditions are not necessarily indicative of what third parties would agree to.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

There are no pending or threatened legal proceedings as of ~~June~~September 30, 2024. The Company has no non-cancellable operating leases.

NOTE 11 - SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to the ~~June~~September 30, 2024 to the date these financial statements were issued and has determined that it has the below subsequent events:

On ~~August~~December 49, 2024, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $20,000 for proceeds of $20,000. The convertible promissory note matures on December 9, 2025 and bears an annual interest rate at 12% and default rate of 16% per annum. The note is convertible into common shares of $0.0001 per share. In conjunction with the convertible note, the Company issued ~~100~~warrants to purchase 200,000,000 shares of common stock (“First Warrant”), exercisable for ~~the~~five ~~exercise~~years offrom ~~133~~issuance at 0.0001 per share and warrants to purchase 200,~~333~~000,~~334~~000 ~~units~~shares of common stock (“Second Warrant”), exercisable for five years form issuance at $0.0001 per share ~~purchase~~which ~~warrants~~will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.

On20 ~~August~~Table ~~5, 2024, the Company issued an aggregate~~ of ~~450,000,000 shares of common stock to the Director and consultants of the Company for service rendered valued at $90,000.~~Contents

On August 8, 2024, the Company entered into an agreement with Auctus Fund, LLC to amend the principal amount for a convertible note originally issued on May 22, 2024 from $101,000 to $117,500. The additional $16,500 was wired to the Company by the noteholder on July 9, 2024.

On September 3, 2024, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $33,500 for proceeds of $33,500. The convertible promissory note matures on September 3, 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 167,500,000 shares of common stock (“First Warrant”), exercisable for five years from issuance at 0.0002 per share and warrants to purchase 167,500,000 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.

19 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.

We do not have any subsidiaries.

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 as 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.

2021 Table of Contents

Recent Business Development

Over the past couple years we have seen a massive increase in the popularity of our YouTube Channel, which now has ~~more~~nearly ~~than 700~~800,000 subscribers and ishas ~~approaching~~surpassed a quarter billion views. Recent events have been viewed nearly 412 million times on average. There are 50 videos on the channel with one million views or more.

On2024 ~~July~~events 4,included ~~2024,~~LFC38: weAngels ~~did~~& ~~our~~Lil ~~most~~Devils, ~~recent~~LFC39: ~~live~~Goddess ~~event~~Among Us, LFC40: Booty Camp 5. and LFC41: Lingerie Fight Club. ~~was~~We ~~held~~anticipate ~~August~~doing ~~15,~~at ~~2024~~least 6 events in 2025.

On August 12, 2024, LFC’s first feature film, Gladiatrix, began shooting. It is a female gladiator movie set in the 3rd Century AD.

We have partnered with one of LFC’s biggest sponsors, Healthy Male, to launch our own online pharmacy called KnockoutRx.

WeIn ~~are~~June ~~currently~~the inLFC ~~talks~~FaceBook ~~with~~page ~~two~~was ofcompromised, ~~the~~forcing ~~most~~us ~~famous~~to ~~WWE~~launch ~~wrestlers~~a ofnew ~~all~~one ~~time~~in ~~about~~October. ~~partnering~~It ~~with~~has ~~LFC~~already reached 320,000 followers.

We2025 ~~have~~will ~~been~~see ~~approached~~LFC tocontent doairing on Toro TV and we are currently in discussions with a ~~show~~new ~~Super~~streaming ~~Bowl~~platform ~~weekend~~interested in ~~New~~launching ~~Orleans~~an LFC channel.

On February 14, 2024, we did LFC38: Angels & Lil Devils in Las Vegas and followed that up just 10 days later with LFC39: Goddess Among Us in Kissimmee, FL. We are on pace to do more events this year than any other year.

Results of Operations

Three months ended ~~June~~September 30, 2024 as compared to the three months ended ~~June~~September 30, 2023

Our operating results for the three months ended ~~June~~September 30, 2024 and 2023, and the changes between those periods for the respective items are summarized as follows:

	Three Months Ended
	June 30,						Changes
	September 30,						Changes
Statement of Operations Data:	2024			2023			Amount			%
Revenue	$	3423,~~480~~533		$	3132,~~108~~455		$	3(8,~~372~~922	)	(27	11	%)
Cost of Services		(2312,~~340~~509	)		(1510,~~957~~449	)		(72,~~383~~060	)		4620	%
Gross profit		11,~~140~~024			1522,~~151~~006			(410,~~011~~982	)	(2650		%)
Total operating expenses		(~~111~~169,~~346~~120	)		(5192,~~370~~225	)		(5976,~~976~~895	)		~~117~~83	%
Other income		1,489,571			904,056			585,515			65	%
Other expense		(612,048	)		(489,621	)		(122,427	)		25	%
Net Income	$	1,389,365		$	867,837		$	521,528			60	%
Net loss	$	(770,144	)	$	(559,840	)	$	(210,304	)		38	%

Revenues

We generated revenues of $3423,~~480~~533 and $3132,~~108~~455 for the three months ended ~~June~~September 30, 2024 and 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~~decrease in revenues was attributed to ana ~~increase~~decrease in ~~advertising~~live ~~revenue~~events during the quarter.

Cost of Services

We incurred cost of services of $2312,~~340~~509 and $1510,~~957~~449 for the three months ended ~~June~~September 30, 2024 and 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~~monthly ~~cost~~commission to the webmaster.

Gross Profit

We recognized gross profit of $11,~~140~~024 and $1522,~~151~~006 for the three months ended ~~June~~September 30, 2024 and 2023, respectively. The decrease in gross profit was attributed to ana ~~increase~~decrease in ~~cost~~revenue ofand ~~sales~~an ~~related~~increase toin ~~subcontractor~~cost ~~fees~~of ~~and supplies and material~~services.

21 Table of Contents

Operating Expenses

We incurred operating expenses of $~~111~~169,~~346~~120 and $5192,~~370~~225 for the three months ended ~~June~~September 30, 2024 and 2023, respectively. The increase in operating expenses was primarily due to the increase in in ~~audit~~stock-based ~~fees~~compensation, ~~design~~accounting fees and ~~printing~~advertising ~~fees~~and promotional cost. During the three months ended September 30, 2024, the Company issued an aggregate of 450,000,000 shares of common stock to the Director and ~~advertising~~consultants ~~fees~~of the Company for service rendered valued at $90,000.

Table of Contents

Other Income (Expenses)

We incurred other ~~income~~expenses of $1612,~~489,571~~048 and $~~904~~489,~~056~~621 for the three months ended ~~June~~September 30, 2024 and 2023, respectively. During the three months ended ~~June~~September 30, 2024 and 2023, the Company incurred ~~gain~~loss on changes in fair value of derivatives from the convertible notes and warrants of $1502,~~584,685~~228 and $~~970~~423,~~712~~719, respectively.

Net Income (Loss)

We incurred net ~~income~~loss of $1770,~~389,365~~144 and $~~867~~559,~~837~~840 during the three months ended ~~June~~September 30, 2024 and 2023, respectively. The increase in net ~~income~~loss was ~~mainly~~ due to ~~the~~a decrease in gross profit, an increase in operating expenses and an increase in other ~~income~~expenses.

~~Six~~Nine months ended ~~June~~September 30, 2024 as compared to the nine ~~six~~ months ended ~~June~~September 30, 2023

Our operating results for the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, and the changes between those periods for the respective items are summarized as follows:

	Six Months Ended
	Nine Months Ended
	June 30,						Changes
	September 30,						Changes
Statement of Operations Data:	2024			2023			Amount			%
Revenue	$	79103,~~508~~041		$	5688,~~303~~758		$	2314,~~205~~283			4116	%
Cost of services		(5770,~~543~~052	)		(4051,~~803~~252	)		(1618,~~740~~800	)		4137	%
Gross profit		2132,~~965~~989			1537,~~500~~506			6(4,~~465~~517	)	(12	42	%)
Total operating expenses		(~~160~~329,~~766~~886	)		(~~112~~204,~~072~~297	)		(48125,~~694~~589	)		4361	%
Other income (expense)		(~~701~~1,~~634~~313,682	)		~~892~~402,~~283~~662			(1,~~593~~716,~~917~~344	)	(~~179~~426		%)
Net income (loss)	$	(~~840~~1,~~435~~610,579	)	$	~~795~~235,~~711~~871		$	(1,~~636~~846,~~146~~450	)	(~~206~~783		%)

Revenues

We generated revenues of $79103,~~508~~041 and $5688,~~303~~758 for the ~~six~~nine months ended ~~June~~September 30, 2024 and 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.

Cost of Services

We incurred cost of services of $5770,~~543~~052 and $4051,~~803~~252 for the ~~six~~nine months ended ~~June~~September 30, 2024 and 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 $2132,~~965~~989 and $1537,~~500~~506 for the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, respectively. The ~~increase~~decrease in gross profit was attributed to an increase in ~~revenue~~cost of services.

Operating Expenses

We incurred operating expenses of $~~160~~329,~~766~~886 and $~~112~~204,~~072~~297 for the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, respectively. The increase in operating expenses was primarily due to the increase ~~professional~~in in stock-based compensation, audit fees, ~~due~~listing fees and advertising and promotional cost. During the nine months ended September 30, 2024, the Company issued an aggregate of 450,000,000 shares of common stock to the ~~increase~~Director inand ~~audit~~consultants ~~fees~~of the Company for service rendered valued at $90,000.

22 Table of Contents

Other Income (Expenses)

We incurred other expense of $~~701~~1,~~634~~313,682 and recognized other income of $~~892~~402,~~283~~662 for the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, respectively. During the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, the Company incurred loss on changes in fair value of derivatives from the convertible notes and warrants of $~~523~~1,~~926~~026,154 and ~~recorded~~recognized gain on changes in fair value of derivatives from the convertible notes and warrants of $1606,~~030~~803,~~522,~~ respectively.

Table of Contents

Net Income (Loss)

We incurred net loss of $~~840~~1,~~435~~610,579 and recognized net income of $~~795~~235,~~711~~871 during the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, respectively. The increase in net loss was mainly due to ~~the~~a decrease in gross profit, an increase in operating expenses and an increase in other expense and operating expenses.

Liquidity and Capital Resources

	June 30,			December 31,			Changes
	September 30,			December 31,			Changes
Working Capital Data:	2024			2023			Amount			%
Current Assets	$	1012,~~449~~835		$	5,295		$	57,~~154~~540			97142	%
Current Liabilities	$	5,~~030~~686,~~291~~537		$	4,204,402		$	~~825~~1,~~889~~482,135			2035	%
Working Capital Deficiency	$	(5,~~019~~673,~~842~~702	)	$	(4,199,107	)	$	(~~820~~1,~~735~~474,595	)		2035	%

At ~~June~~September 30, 2024, we had a working capital deficiency of $5,~~019~~673,~~842~~702 and an accumulated deficit of $10,~~143~~913,~~044~~188. 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.

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 following table sets forth certain information about our cash flow during the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023:

	Nine Months Ended
	September 30,						Changes
Cash Flows Data:	2024			2023			Amount			%

Cash Flows used in Operating Activities	$	(136,460	)	$	(93,300	)	$	(43,160	)		46	%
Cash Flows provided by Financing Activities		144,000			86,444			57,556			67	%
Net increase (decrease) in cash during period	$	7,540		$	(6,856	)	$	14,396		(210		%)

Cash Flows from Operating Activities

	Six Months Ended
	June 30,						Changes
Cash Flows Data:	2024			2023			Amount			%
Cash Flows used in Operating Activities	$	(92,346	)	$	(31,598	)	$	(60,748	)		192	%
Cash Flows provided by Financing Activities		97,500			25,000			72,500			290	%
Net increase (decrease) in cash during period	$	5,154		$	(6,598	)	$	11,752		(178		%)

23 Table of Contents

We have not generated positive cash flows from operating activities.

During the ~~six~~nine months ended ~~June~~September 30, 2024, net cash flows used in operating activities was $92136,~~346~~460 consisting of a net loss of $~~840~~1,~~435~~610,579, decreased by stock-based compensation of $90,000, loss on change in fair value of derivative liabilities of $~~523~~1,~~926~~026,154 and amortization of debt discount of $56100,~~097~~408 and net changes in operating assets and liabilities of $~~168~~257,~~066~~557.

~~During~~24 ~~the~~Table ~~six months ended June 30, 2023, net cash flows used in operating activities was $31,598 consisting~~ of a net income of $795,711, decreased by gain on change in fair value of derivative liabilities of $$1,030,522 and increased by amortization of debt discount of $28,558 and net changes in operating assets and liabilities of $174,655.Contents

During the nine months ended September 30, 2023, net cash flows used in operating activities was $93,300 consisting of a net income of $235,871, decreased by gain on change in fair value of derivative liabilities of $606,803 and increased by amortization of debt discount of $39,112 and net changes in operating assets and liabilities of $238,520.

Cash Flows from Investing Activities

There were no investing activities during the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023.

Cash Flows from Financing Activities

During the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, net cash provided by financing activities was $97144,~~500~~000 ~~through proceeds from issuance of a convertible note of $97,500~~ and $2586,~~000~~444 through proceeds from issuance of aconvertible ~~promissory note~~notes, respectively.

Off-Balance Sheet Arrangements

As of ~~June~~September 30, 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.

2425 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 ~~June~~September 30, 2024, the Company had the following convertible notes and promissory notes of $~~959~~1,~~530~~045,974 in default:

	Issuancedate	Expiredate	Amount atdefault
	Issuance date	Expire date	Net Amountat default
Auctus#1 convertible note	5/20/2016	2/20/2017	$	1,265
Auctus#1	5/20/2016	2/20/2017	$	1,265
Auctus#3 convertible note	11/27/2017	3/20/2018	$	50,745
Auctus#3	11/27/2017	3/20/2018	$	50,745
Auctus#5 convertible note	3/7/2018	12/7/2018	$	30,000
Auctus#5	3/7/2018	12/7/2018	$	30,000
Auctus#6 convertible note	7/9/2018	4/9/2019	$	48,500
Auctus#6	7/9/2018	4/9/2019	$	48,500
Auctus#7 convertible note	3/22/2019	12/22/2019	$	62,500
Auctus#7	3/22/2019	12/22/2019	$	62,500
Auctus#8 convertible note	10/23/2019	7/23/2020	$	100,000
Auctus#8	10/23/2019	7/23/2020	$	100,000
Auctus#9 convertible note	8/11/2020	8/11/2021	$	31,000
Auctus#9	8/11/2020	8/11/2021	$	31,000
Auctus#10 convertible note	11/9/2020	11/9/2021	$	225,000
Auctus#10	11/9/2020	11/9/2021	$	225,000
Auctus#11 convertible note	3/4/2021	3/4/2022	$	300,000
Auctus#11	3/4/2021	3/4/2022	$	300,000
Auctus#12 promissory note	12/6/2021	12/6/2022	$	40,000
Auctus#12	12/6/2021	12/6/2022	$	40,000
Auctus#13 promissory note	5/16/2022	5/16/2023	$	52,000
Auctus#13	5/16/2022	5/16/2023	$	52,000
Auctus#14 promissory note	10/31/2022	10/31/2023	$	18,520
Auctus#14	10/31/2022	10/31/2023	$	18,520
			$	959,530
Auctus#15	7/18/2023	7/18/2024	$	86,444
			$	1,045,974

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

2526 Table of Contents

Item 6. Exhibits

Exhibit Number		Description
ExhibitNumber		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.

2627 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 11, 2024		/s/ Shaun Donnelly
Dated: January 8, 2025		/s/ Shaun Donnelly
		Shaun Donnelly
		Chief Executive Officer, Chief Financial Officer and Director
		Chief Executive Officer, ChiefFinancial Officer and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
		(Principal Executive Officer, PrincipalFinancial Officer and PrincipalAccounting 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~~January 118, ~~2024~~2025
Shaun Donnelly	Officer (Principal Financial and Accounting Officer), and Director

2728

Filing Compare · LINGERIE FIGHTING CHAMPIONSHIPS, INC.