Lingerie Fighting Championships, Inc 10-Q for FY2025 Q2
Lingerie Fighting Championships, Inc. (BOTY)
About this 10-Q
Lingerie Fighting Championships, Inc filed this 10-Q on August 14, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $25.55K
- down 25.9% from $34.48K a year earlier
- Net loss
- $2.93M
- compared with net income of $1.39M a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended | |
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 | |
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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 ☒
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 ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided 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)
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.
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
LINGERIE FIGHTING CHAMPIONSHIPS, INC.
BALANCE SHEETS
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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Prepaid expenses |
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Total Current Assets |
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Equipment, net of depreciation |
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Total Assets |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current Liabilities |
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Accounts payable and accrued liabilities |
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Accounts payable - related party |
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Accrued interest payable |
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Deferred revenue |
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Promissory notes in default |
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Convertible notes in default |
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Convertible notes, net of $ |
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Derivative liabilities |
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Total Current Liabilities |
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Commitments and Contingencies (Note 11) |
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STOCKHOLDERS’ DEFICIT |
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Preferred stock, par value $ |
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Common stock, par value $ |
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Additional paid-in capital |
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Accumulated deficit |
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Total stockholders’ deficit |
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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The accompanying notes are an integral part of these unaudited financial statements.
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| Table of Contents |
LINGERIE FIGHTING CHAMPIONSHIPS, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
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Revenue |
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Cost of services |
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GROSS PROFIT |
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OPERATING EXPENSES |
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Management salaries |
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Selling, general and administrative expenses |
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Professional fees |
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Total Operating Expenses |
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OPERATING LOSS |
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OTHER EXPENSE |
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Interest expense |
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Gain (Loss) on change in fair value of derivative liabilities |
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Total Other Income (Expense) |
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Income (Loss) before Income Taxes |
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Income Tax Provision |
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Net Income (Loss) |
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Basic Income (Loss) per Common Share |
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Diluted Income per Common Share |
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Basic Weighted Average Shares of Common Stock Outstanding |
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Diluted Weighted Average Shares of Common Stock Outstanding |
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The accompanying notes are an integral part of these unaudited financial statements.
| 4 |
| Table of Contents |
LINGERIE FIGHTING CHAMPIONSHIPS, INC.
STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(UNAUDITED)
Three and Six Months Ended June 30, 2025
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| Number of Shares |
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| Accumulated Deficit |
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Balance - December 31, 2024 |
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Shares of common stock issued for exercise of warrants |
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Net Income |
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Balance - March 31, 2025 |
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Net loss |
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Balance - June 30, 2025 |
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Three and Six Months Ended June 30, 2024
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Balance - December 31, 2023 |
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Shares of common stock issued for exercise of warrants |
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Net loss |
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Balance - March 31, 2024 |
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Net income |
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Balance - June 30, 2024 |
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The accompanying notes are an integral part of these unaudited financial statements.
| 5 |
| Table of Contents |
LINGERIE FIGHTING CHAMPIONSHIPS, INC.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(UNAUDITED)
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation |
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Loss on change in fair value of derivative liabilities |
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Amortization of debt discount |
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Changes in operating assets and liabilities: |
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Prepaid expense |
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Accounts payable and accrued liabilities |
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Accounts payable - related party |
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Accrued interest payable |
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Deferred revenue |
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Net cash used in operating activities |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Proceeds from convertible debts |
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Net cash provided by financing activities |
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Net change in cash and cash equivalents |
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Cash and cash equivalents - beginning of period |
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Cash and cash equivalents - end of period |
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Supplemental Cash Flow Disclosures |
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Cash paid for interest |
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Cash paid for income taxes |
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NON-CASH INVESTING AND FINANCING ACTIVITIES |
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Debt discount from derivative liabilities |
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Shares of common stock issued for exercise of warrants |
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The accompanying notes are an integral part of these unaudited financial statements.
| 6 |
| Table of Contents |
LINGERIE FIGHTING CHAMPIONSHIPS, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2025
(UNAUDITED)
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Lingerie Fighting Championships, Inc. (“LFC”, 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, 2024 included in the Company’s Annual Report on Form 10-K as filed with the SEC on April 11, 2025.
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 of 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 $
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
| 7 |
| 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 Pay-Per-View)
1. Identify the contract
The Company stated in the Company website the pricing of the on-line Pay-Per-View live events
2. Identify performance obligations
The type and details of the on-line Pay-Per-View live events are stated in the Company website
3. Determine transaction price
The pricing of the on-line Pay-Per-View 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 credit card processor (Stripe) and deposited into its 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
| 8 |
| 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 it has performed the sponsorship services. Funds are paid via check or wire.
Site Subscriptions
1. Identify the contract
The Company stated in its 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 a recurring monthly basis through Stripe.
Advertising
1. Identify the contract
The Company has entered into agreement with the client
2. Identify performance obligations
The type and details of the advertisement are stated in the contract
3. Determine transaction price
The pricing of the advertisement (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 it has performed the advertising services. Funds are paid via check or wire.
The below table shows the revenue by revenue stream for the three and six months ended June 30, 2025 and 2024:
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Revenue Stream |
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Live events and site subscriptions |
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Sponsorship |
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Advertising |
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Total Revenue |
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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.
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Three Months and Six Months Ended June 30, 2025
For the three months and six months ended June 30, 2025,
|
| June 30, |
| |
|
| 2025 |
| |
|
| (Shares) |
| |
Convertible notes payable |
|
|
| |
Warrants |
|
|
| |
|
|
|
| |
Three Months and Six Months Ended June 30, 2024
For the three months ended June 30, 2024,
For the six months ended June 30, 2024,
|
| June 30, |
| |
|
| 2024 |
| |
|
| (Shares) |
| |
Convertible notes payable |
|
|
| |
Warrants |
|
|
| |
|
|
|
| |
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 analysed 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.
| 10 |
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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:
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 modelling inputs based on assumptions) |
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 30, 2025 and December 31, 2024, measured at fair value on a recurring basis:
June 30, 2025 |
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Derivative liabilities |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
December 31, 2024 |
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Derivative liabilities |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
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.
| 11 |
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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.
The valuation allowance increased by $
Recent Accounting Pronouncements
We have evaluated all recently issued, but not yet effective, accounting pronouncements and do not believe that these accounting pronouncements will have any material impact on our financial statements or disclosures upon adoption.
Recently Adopted Accounting Standards
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The amendments in this update expand segment disclosure requirements, including new segment disclosure requirements for entities with a single reportable segment among other disclosure requirements. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The adoption of ASU 2023-07 has not had a material effect on the Company’s financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. The adoption of ASU 2023-09 has not had a material effect on the Company’s financial statements and disclosures.
NOTE 3 – GOING CONCERN
The accompanying 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.
NOTE 4 – STOCKHOLDERS’ DEFICIT
Preferred Stock
The authorized preferred stock consists of
On September 3, 2016, the Company issued
| 12 |
| Table of Contents |
Common Stock
The Company has authorized
During the six months ended June 30, 2025, the Company issued
During the six months ended June 30, 2024, the Company issued
As of June 30, 2025 and December 31, 2024, the issued and outstanding common stock was
The number of authorized common shares are less than the dilutive shares for convertible and warrants plus the outstanding common shares. Series A preferred shares control approximately
When common stock equivalents and shares issued and outstanding exceeds the authorized number of shares, then it will trigger derivative treatment for all convertible notes. The Company has accounted for them as such and has recorded derivative liabilities on its convertible notes and warrants.
NOTE 5 – WARRANTS
The table below summarizes the activity of warrants exercisable for shares of common stock during the six months ended June 30, 2025 and year ended December 31, 2024:
|
| Number of Shares |
|
| Weighted- Average Exercise Price |
| ||
Balances as of December 31, 2023 |
|
|
|
| $ |
| ||
Granted |
|
|
|
|
|
| ||
Redeemed |
|
| - |
|
|
|
| |
Exercised |
|
| ( | ) |
|
|
| |
Forfeited |
|
| - |
|
|
|
| |
Balances as of December 31, 2024 |
|
|
|
| $ |
| ||
Granted |
|
|
|
|
|
| ||
Redeemed |
|
| - |
|
|
|
| |
Exercised |
|
| ( | ) |
|
|
| |
Forfeited |
|
| - |
|
|
|
| |
Balances as of June 30, 2025 |
|
|
|
| $ |
| ||
During the six months ended June 30, 2025 and 2024, the Company issued
During the six months ended June 30, 2025 and 2024, the Company granted warrants to purchase
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 six months ended June 30, 2025 and 2024:
|
| Six Months Ended |
| |||||
|
| June 30, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Exercise price |
| $ |
|
| $ |
| ||
Expected term |
|
|
|
| ||||
Expected average volatility |
|
|
|
| % | |||
Expected dividend yield |
|
|
|
|
|
| ||
Risk-free interest rate |
|
|
|
| % | |||
The following table summarizes information relating to outstanding and exercisable warrants as of June 30, 2025:
Weighted Average | ||||||||
Number | Remaining Contractual | Weighted Average | Number | Weighted Average | ||||
of Shares | life (in years) |
| Exercise Price | of Shares |
| Exercise Price | ||
| $ | - | $ | |
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 June 30, 2025 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of June 30, 2025, the aggregate intrinsic value of warrants outstanding was approximately $
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, 2025 and December 31, 2024, the Company valued the fair value on the
NOTE 6 – PROMISSORY NOTES
The Company had the following promissory notes payable as at June 30, 2025 and December 31, 2024:
|
| June 30, 2025 |
|
| December 31, 2024 |
| ||
Promissory Notes to Auctus Fund |
| $ |
|
| $ |
| ||
Total Promissory Notes |
| $ |
|
| $ |
| ||
On March 4, 2021, the Company entered into an agreement with Auctus Fund, LLC to issue a senior secured promissory note of $
On December 6, 2021, the Company entered into an agreement with Auctus Fund, LLC to issue a senior secured promissory note of $
| 13 |
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During the six months ended June 30, 2025 and 2024, interest expense of $
NOTE 7 - CONVERTIBLE NOTES
The Company had the following unsecured convertible notes payable as of June 30, 2025 and December 31, 2024:
|
| June 30, 2025 |
|
| December 31, 2024 |
| ||
|
|
|
|
|
|
| ||
Convertible Notes in default |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Convertible Notes |
|
|
|
|
|
| ||
Less: Unamortized debt discount |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total |
| $ |
|
| $ |
| ||
Convertible 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 $
From year ended December 31, 2017 to year ended December 31, 2021, total principal of $
As of June 30, 2025 and December 31, 2024, the principal due on the note is $
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 $
During the year ended December 31, 2017, the principal of $
On June 14, 2017, the Company entered into an agreement with Power Up Lending Group to issue a convertible promissory note of $
| 14 |
| Table of Contents |
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 $
As of June 30, 2025 and December 31, 2024, the principal amount due on the note is $
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 $
During the year ended December 31, 2021, accrued interest of $
As of June 30, 2025 and December 31, 2024, the principal amount due on the note is $
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 $
As of June 30, 2025 and December 31, 2024, the principal amount due on the note is $
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 $
As of June 30, 2025 and December 31, 2024, the principal amount due on the note is $
This note is currently in default.
| 15 |
| Table of Contents |
Auctus#8
On October 23, 2019, the Company entered into an agreement to issue a convertible promissory note of $
As of June 30, 2025 and December 31, 2024, the principal amount due on the note is $
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 $
As of June 30, 2025 and December 31, 2024, the principal amount due on the note is $
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 $
As of June 30, 2025 and December 31, 2024, the principal amount due on the note is $
| 16 |
| Table of Contents |
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 $
As of June 30, 2025 and December 31, 2024, the principal amount due on the note is $
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 $
As of June 30, 2025 and December 31, 2024, the principal amount due on the note is $
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 $
As of June 30, 2025 and December 31, 2024, the principal amount due on the note is $
This note is currently in default.
Auctus#16
On October 10, 2023, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $
| 17 |
| Table of Contents |
As of June 30, 2025 and December 31, 2024, the principal amount due on the note is $
This note is currently in default.
Auctus#17
On May 22, 2024, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $
As of June 30, 2025 and December 31, 2024, the principal amount due on the note is $
This note is currently in default.
Auctus#18
On September 3, 2024, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $
As of June 30, 2025 and December 31, 2024, the principal amount due on the note is $
Auctus#19
On December 13, 2024, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $
| 18 |
| Table of Contents |
As of June 30, 2025 and December 31, 2024, the principal amount of the note is $
Auctus#20
On March 5, 2025, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $
As of June 30, 2025, the principal amount of the note is $
Auctus#21
On April 30, 2025, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $
As of June 30, 2025, the principal amount of the note is $
Auctus#22
On June 24, 2025, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $
As of June 30, 2025, the principal amount of the note is $
Amortization of note discount
For the six months ended June 30, 2025 and 2024, the total amortization on note discount was $
Accrued interest on convertible notes
During the six months ended June 30, 2025 and 2024, interest expense of $
| 19 |
| Table of Contents |
NOTE 8 - DERIVATIVE LIABILITY
The Company analysed 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, 2025 and December 31, 2024. 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:
|
|
|
| |||||
|
| June 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
Expected term |
|
|
|
| ||||
Expected average volatility |
|
|
|
| ||||
Expected dividend yield |
|
|
|
|
|
| ||
Risk-free interest rate |
|
|
|
| ||||
The following table summarizes the derivative liabilities included in the balance sheets at June 30, 2025 and December 31, 2024:
Balance - December 31, 2023 |
| $ |
| |
Addition of new derivative liabilities upon issuance of convertible notes as debt discount |
|
|
| |
Reduction of derivative liabilities from exercise of warrants |
|
| ( | ) |
Addition of new derivatives liabilities recognized as day one loss on convertible notes and warrants |
|
|
| |
Loss on change in fair value of the derivative |
|
|
| |
Balance - December 31, 2024 |
| $ |
| |
Addition of new derivative liabilities upon issuance of convertible notes as debt discount |
|
|
| |
Reduction of derivative liabilities from exercise of warrants |
|
| ( | ) |
Addition of new derivatives liabilities recognized as day one loss on convertible notes and warrants |
|
|
| |
Loss on change in fair value of the derivative |
|
|
| |
Balance - June 30, 2025 |
| $ |
|
| 20 |
| Table of Contents |
The following table summarizes the loss (gain) on derivative liability included in the statements of operations for the three months and six months ended June 30, 2025 and 2024, respectively.
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| June 30, |
|
| June 30, |
|
| June 30, |
|
| June 30, |
| ||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
Day one loss due to derivative liabilities on convertible notes and warrants |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Loss (Gain) on change in fair value of derivative liabilities on convertible notes and warrants |
| $ |
|
| $ | ( | ) |
| $ |
|
| $ |
| |||
Loss (Gain) on change in fair value of derivative liabilities |
| $ |
|
| $ | ( | ) |
| $ |
|
| $ |
| |||
NOTE 9 - RELATED PARTY TRANSACTIONS
During the three and six months ended June 30, 2025, the Company accrued $
During the three and six months ended June 30, 2024, the Company accrued $
During the three and six months ended June 30, 2025, the Company paid $
During the three and six months ended June 30, 2024, the Company paid $
As of June 30, 2025 and December 31, 2024, the total amount due to the related party was $
The terms and conditions are not necessarily indicative of what third parties would agree to.
NOTE 10 – SEGMENT REPORTING
Operating segments are comprised of the components of an entity in which separate information is available for evaluation by the Company’s chief operating decision maker, or group of decision makers, in determining how to allocate resources in evaluating performance. The Company consists of a single reporting segment: wrestling entertainment. The wrestling entertainment segment is comprised of the Company’s developing, producing, promoting, and distributing female wrestling events in the United States under the LFC brand name through live entertainment events, digital home videos, broadcast television networks, video on demand, and digital media channels. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer.
The accounting policies of the wrestling entertainment segment are as described in the summary of significant accounting policies. The CODM evaluates the performance of the wrestling entertainment segment based on the Company’s net income (loss) as reported in the Statements of Operations. The Company’s segment assets are reported on the Balance Sheets.
The CODM reviews performance based on gross profit, operating profit, net earnings and net earnings excluding the impact of the fair value adjustment, a non-GAAP financial measure. Operating profit is reviewed to monitor the operating and administrative expenses of the Company. Profitability is important to the Company’s ability to grow and expand operations and strategic initiatives. The Company does not have any operations or sources of revenue outside of the United States. The Company does not have any customer representing more than 10% of total revenues for any period presented.
NOTE 11 – COMMITMENTS AND CONTINGENCIES
There are no pending or threatened legal proceedings as of June 30, 2025. The Company has no non-cancellable operating leases.
| 21 |
| Table of Contents |
NOTE 12 - SUBSEQUENT EVENTS
In accordance with ASC 855-10, the Company has analysed its operations subsequent to June 30, 2025 to the date these financial statements were issued and has determined that it has the below subsequent events:
From July to August 2025, the Company issued
In July 2025, the Company issued
| 22 |
| 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 make commercially available predominantly through live entertainment events, as well as through digital home video, broadcast television networks, video-on-demand, streaming platforms 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
LFC is a sports entertainment league that utilizes wrestling and mixed martial arts (“MMA”) fighting techniques for entertainment purposes. We promote and market our brand, our programming, our events and our products via television deals, social media platforms and our own subscription website.
Our mission is to continually increase the popularity of the LFC league and brand by holding live events around the world and to promote our athletes via a reality series and merchandise such as t-shirts and calendars. Our uniqueness is derived from our all female league structure, where a diverse roster of beautiful, athletic women engage in wrestling and MMA fighting techniques against one another for purposes of delivering high quality entertainment to mature audiences.
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| Table of Contents |
Management believes that LFC’s unique content gives us a substantial competitive advantage to build the popularity of the league and the fighters.
Recent Business Development
LFC recently held two events in the UK including LFC43: Sindependence Day 2 on the 4th of July in London which is the best-selling LFC event to date. The company’s social media reach has nearly doubled in the past 3 months from 1 million followers to nearly 2 million.
LFC has added Maybacks Global, MMATV and ToroTV to its list of broadcasters and are currently in discussions with several large potential sponsors and are working on a tour with a major music act.
Last month the company uplisted to the newly created OTCID platform at OTC Markets.
Results of Operations
Three months ended June 30, 2025 as compared to the three months ended June 30, 2024
Our operating results for the three months ended June 30, 2025 and June 30, 2024, and the changes between those periods for the respective items are summarized as follows:
|
| Three Months Ended |
|
|
|
|
| |||||||||
|
| June 30, |
|
| Changes |
| ||||||||||
Statement of Operations Data: |
| 2025 |
|
| 2024 |
|
| Amount |
|
| % |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Revenue |
| $ | 25,551 |
|
| $ | 34,480 |
|
| $ | (8,929 | ) |
|
| (26 | )% |
Cost of Services |
|
| (12,650 | ) |
|
| (23,340 | ) |
|
| 10,690 |
|
|
| (46 | )% |
Gross profit |
|
| 12,901 |
|
|
| 11,140 |
|
|
| 1,761 |
|
|
| 16 | % |
Total operating expenses |
|
| (119,620 | ) |
|
| (111,346 | ) |
|
| (8,274 | ) |
|
| 7 | % |
Other income (expense) |
|
| (2,818,504 | ) |
|
| 1,489,571 |
|
|
| (4,308,075 | ) |
|
| (289 | )% |
Net Income (loss) |
| $ | (2,925,223 | ) |
| $ | 1,389,365 |
|
| $ | (4,314,588 | ) |
|
| (311 | )% |
Revenue
We generated revenues of $25,551 and $34,480 for the three months ended June 30, 2025 and 2024, respectively. The Company’s revenue derives from the development, promotion and distribution of our live events, televised entertainment programming, sponsorship and site subscription. The decrease in revenues was attributed to a decrease in advertising revenue.
Cost of Services
We incurred total cost of services of $12,650 and $23,340 for the three months ended June 30, 2025 and 2024, respectively. The cost of services incurred consist of labor, material, equipment and subcontractor expenses. The decrease in cost of services was mainly due to a decrease in production cost.
Gross Profit
We recognized gross profit of $12,901 and $11,140 for the three months ended June 30, 2025 and 2024, respectively. The increase in gross profit was mainly due to the decrease in cost of services during the three months ended June 30, 2025.
| 24 |
| Table of Contents |
Operating Expenses
We incurred total operating expenses of $119,620 and $111,346 for the three months ended June 30, 2025 and 2024, respectively. The increase in operating expenses was primarily due to the increase in travel cost for UK shows.
Other Income (Expense)
We incurred other expense of $2,818,504 and recognized other income of $1,489,571 for the three months ended June 30, 2025 and 2024, respectively. The increase in other expense was due to an increase in loss on changes in fair value of derivatives from the convertible notes and warrants due to the increase in the Company’s stock price during the three months ended June 30, 2025 from the prior three months period ended March 31, 2025.
Net Income (Loss)
We incurred net loss of $2,925,223 and recognized net income of $1,389,365 during the three months ended June 30, 2025 and 2024, respectively. The increase in net loss was mainly attributed to an increase in loss on changes in fair value of derivatives from the convertible notes and warrants.
Six months ended June 30, 2025 as compared to the six months ended June 30, 2024
Our operating results for the six months ended June 30, 2025 and 2024, and the changes between those periods for the respective items are summarized as follows:
|
| Six Months Ended |
|
|
|
|
| |||||||||
|
| June 30, |
|
| Changes |
| ||||||||||
Statement of Operations Data: |
| 2025 |
|
| 2024 |
|
| Amount |
|
| % |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Revenue |
| $ | 53,038 |
|
| $ | 79,508 |
|
| $ | (26,470 | ) |
|
| (33 | )% |
Cost of services |
|
| (23,714 | ) |
|
| (57,543 | ) |
|
| 33,829 |
|
|
| (59 | )% |
Gross profit |
|
| 29,324 |
|
|
| 21,965 |
|
|
| 7,359 |
|
|
| 34 | % |
Total operating expenses |
|
| (210,513 | ) |
|
| (160,766 | ) |
|
| (49,747 | ) |
|
| 31 | % |
Other income (expense) |
|
| (1,464,526 | ) |
|
| (701,634 | ) |
|
| (762,892 | ) |
|
| 109 | % |
Net income (loss) |
| $ | (1,645,715 | ) |
| $ | (840,435 | ) |
| $ | (805,280 | ) |
|
| 96 | % |
Revenues
We generated revenues of $53,038 and $79,508 for the six months ended June 30, 2025 and 2024, respectively. The Company’s revenue derives from the development, promotion and distribution of our live events, televised entertainment programming and site subscription. The decrease in revenues was attributed to a decrease in advertising revenue and sponsorship revenue
Cost of Services
We incurred cost of services of $23,714 and $57,543 for the six months ended June 30, 2025 and 2024, respectively. The cost of services incurred consist of labor, material, equipment and subcontractor expenses. The decrease in cost of services was mainly due to a decrease in production cost.
Gross Profit
We recognized gross profit of $29,324 and $21,965 for the six months ended June 30, 2025 and 2024, respectively. The increase in gross profit was attributed to a decrease in cost of services.
Operating Expenses
We incurred operating expenses of $210,513 and $160,766 for the six months ended June 30, 2025 and 2024, respectively. The increase in operating expenses was primarily due to the increase in travel cost for UK shows.
Other Income (Expenses)
We incurred other expense of $1,464,526 and $701,634 for the six months ended June 30, 2025 and 2024, respectively. During the six months ended June 30, 2025 and 2024, the Company incurred loss on changes in fair value of derivatives from the convertible notes and warrants of $1,225,884 and recorded loss on changes in fair value of derivatives from the convertible notes and warrants of $523,926, respectively.
| 25 |
| Table of Contents |
Net Income (Loss)
We incurred net loss of $1,645,715 and $840,435 during the six months ended June 30, 2025 and 2024, respectively. The increase in net loss was mainly due to the increase in other expense and operating expenses.
Liquidity and Capital Resources
|
| June 30, |
|
| December 31, |
|
| Changes |
| |||||||
Working Capital Data: |
| 2025 |
|
| 2024 |
|
| Amount |
|
| % |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Current Assets |
| $ | 154,268 |
|
| $ | 2,193 |
|
| $ | 152,075 |
|
|
| 6,935 | % |
Current Liabilities |
| $ | 7,718,126 |
|
| $ | 5,935,861 |
|
| $ | 1,782,265 |
|
|
| 30 | % |
Working Capital Deficiency |
| $ | (7,563,858 | ) |
| $ | (5,933,668 | ) |
| $ | (1,630,190 | ) |
|
| 27 | % |
At June 30, 2025, we had a working capital deficiency of $7,563,858 and an accumulated deficit of $12,816,510. 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, 2025
The increase in working capital deficiency of $7,563,858 as of June 30, 2025 from $5,933,668 as of December 31, 2024 was mainly due to the increase in derivative liabilities and accrued interest payable.
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 months ended June 30, 2025 and June 30, 2024:
|
| Six Months Ended |
|
|
|
|
|
|
| |||||||
|
| June 30, |
|
| Changes |
| ||||||||||
Cash Flows Data: |
| 2025 |
|
| 2024 |
|
| Amount |
|
| % |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cash Flows used in Operating Activities |
| $ | (127,767 | ) |
| $ | (92,346 | ) |
| $ | (35,421 | ) |
|
| 38 | % |
Cash Flows used in Investing Activities |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 0 | % |
Cash Flows provided by Financing Activities |
|
| 238,722 |
|
|
| 97,500 |
|
|
| 141,222 |
|
|
| 145 | % |
Net changes in cash during period |
| $ | 110,955 |
|
| $ | 5,154 |
|
| $ | 105,801 |
|
| 2,053 | % | |
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities.
| 26 |
| Table of Contents |
During the six months ended June 30, 2025, net cash flows used in operating activities was $127,767, consisting of a net loss of $1,645,715, decreased by loss on change in fair value of derivative liabilities of $1,225,884, amortization of debt discount of $100,276 and depreciation of $643 and net changes in operating liabilities of $191,145.
During the six months ended June 30, 2024, net cash flows used in operating activities was $92,346 consisting of a net loss of $840,435, decreased by loss on change in fair value of derivative liabilities of $523,926 and amortization of debt discount of $56,097 and net changes in operating assets and liabilities of $168,066.
Cash Flows from Investing Activities
There were no investing activities during the six months ended June 30, 2025 and 2024.
Cash Flows from Financing Activities
During the six months ended June 30, 2025 and June 30, 2024, net cash provided by financing activities was $238,722 and $97,500 attributed to proceeds from the issuance of convertible notes, respectively.
Off-Balance Sheet Arrangements
As of June 30, 2025, we had no off-balance sheet arrangements.
Critical Accounting Policies
Critical Accounting Policies and Significant Judgments and Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of income and expense during the reporting periods presented.
Our critical estimates include revenue recognition, intangible assets and derivatives. Although we believe that these estimates are reasonable, actual results could differ from those estimates given a change in conditions or assumptions that have been consistently applied. We also have other policies that we consider key accounting policies, such as our policy for revenue recognition, however, the application of these policies does not require us to make significant estimates or judgments that are difficult or subjective.
The critical accounting policies used by management and the methodology for its estimates and assumptions are as follows:
Convertible Financial Instruments
We bifurcate conversion options from their host instruments and accounts for them as free standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable GAAP.
When we have determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying Common Stock at the commitment date of the transaction and the effective conversion price embedded in the instrument.
| 27 |
| Table of Contents |
Stock-Based Compensation
We measure the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date. For non-employees, as per ASU No. 2018-7, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Stock-Based Payment Accounting, remeasurement is not required. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by us in the same expense classifications in the consolidated statements of operations, as if such amounts were paid in cash. Also, refer to Note 2 – Summary of Significant Accounting Policies, in the financial statements that are included in this Annual Report.
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.
| 28 |
| 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
On February 4, 2025, the Company issued 100,000,000 shares of common stock for the exercise of 150,000,000 units of share purchase warrants.
Item 3. Defaults Upon Senior Securities
As of June 30, 2025, the Company had the following convertible notes and promissory notes of $1,225,474 in default:
|
|
|
|
|
| Net |
| |
|
| 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#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 |
|
Auctus#14 |
| 10/31/2022 |
| 10/31/2023 |
| $ | 18,520 |
|
Auctus#15 |
| 7/18/2023 |
| 7/18/2024 |
| $ | 86,444 |
|
Auctus#16 |
| 10/10/2023 |
| 10/10/2024 |
| $ | 62,000 |
|
Auctus#17 |
| 5/22/2024 |
| 5/22/2025 |
| $ | 117,500 |
|
|
|
|
|
|
| $ | 1,225,474 |
|
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
None.
| 29 |
| Table of Contents |
Item 6. Exhibits
Exhibit Number | Description | |
(31) | Rule 13a-14 (d)/15d-14d) Certifications | |
(32) | Section 1350 Certifications | |
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.
| 30 |
| 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: August 14, 2025 |
| /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 |
| Dated: August 14, 2025 |
Shaun Donnelly |
| Officer (Principal Financial and Accounting Officer), and Director |
| 31 |
EXHIBIT 31.1
CERTIFICATION
I, Shaun Donnelly, President of Lingerie Fighting Championship, Inc. certify that:
| 1. | I have reviewed this Form 10-Q of Lingerie Fighting Championship, Inc. (the “Registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
|
| a) | designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under my supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; |
|
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
| c) | evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; |
|
| d) | disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
|
| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process summarize and report financial information; and |
|
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
Date: August 14, 2025
| /s/Shaun Donnelly, |
|
| Shaun Donnelly, |
|
| Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial and |
|
| Accounting Officer), and Director |
|
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Lingerie Fighting Championship, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2025 as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 14, 2025
| /s/Shaun Donnelly, |
|
| Shaun Donnelly, |
|
| Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial and |
|
| Accounting Officer), and Director |
|