BOTY 10-Q
Lingerie Fighting Championships, Inc. (BOTY)
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 | |
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| For the quarterly period ended |
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or | |
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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| For the transition period from ____________ to ____________ |
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Commission File Number | |
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
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(Address of principal executive offices) |
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(Registrant’s telephone number, including area code) |
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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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| Table of Contents |
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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Total Current 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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Promissory notes in default |
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Convertible notes in default |
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Convertible notes in default net of $ |
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Derivative liabilities |
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Total Current Liabilities |
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Commitments and Contingencies (Note 10) |
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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.
| 3 |
| Table of Contents |
LINGERIE FIGHTING CHAMPIONSHIPS, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
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| Three Months Ended |
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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 INCOME (EXPENSE) |
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Interest expense |
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(Loss) gain 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 and Diluted Loss per Common Share |
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Diluted Loss per Common Share |
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Basic and Diluted 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, 2024 AND 2023
(UNAUDITED)
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| Preferred Stock |
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| Additional |
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| Total |
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| Number of Shares |
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| Paid-in Capital |
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| Accumulated Deficit |
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| Stockholders' Deficit |
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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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Balance - December 31, 2022 |
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Net loss |
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Balance - March 31, 2023 |
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Net income |
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Balance - June 30, 2023 |
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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
(UNAUDITED)
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net (loss) income |
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Adjustments to reconcile net (loss) income to net cash used in operating activities: |
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Loss (Gain) 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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Accounts payable and accrued liabilities |
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Accounts payable - related party |
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Accrued interest payable |
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Net cash used in operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Proceeds from convertible debts |
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Proceeds from promissory notes |
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Net cash provided by financing activities |
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Net increase (decrease) in cash and cash equivalents |
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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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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 UNAUDITED FINANCIAL STATEMENTS
JUNE 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 $
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 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
| 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 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 months ended June 30, 2024 and 2023:
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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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| 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 below 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.
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Convertible notes payable |
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Warrants |
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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) |
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, 2024 and December 31, 2023, measured at fair value on a recurring basis:
June 30, 2024 |
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Derivative liabilities |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
December 31, 2023 |
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Derivative liabilities |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
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.
| 11 |
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NOTE 4 – STOCKHOLDERS' DEFICIT
Preferred Stock
The authorized preferred stock consists of
On September 3, 2016, the Company issued
Common Stock
The Company has authorized
During the six months ended June 30, 2024, the Company issued
NOTE 5 – WARRANTS
The below table summarizes the activity of warrants exercisable for shares of common stock during the six months ended June 30, 2024 and year ended December 31, 2023:
|
| Number of Shares |
|
| Weighted- Average Exercise Price |
| ||
Balances as of December 31, 2022 |
|
|
|
| $ |
| ||
Granted |
|
|
|
|
|
| ||
Redeemed |
|
| - |
|
|
|
| |
Exercised |
|
| ( | ) |
|
|
| |
Forfeited |
|
| - |
|
|
| - |
|
Balances as of December 31, 2023 |
|
|
|
| $ |
| ||
Granted |
|
|
|
|
|
| ||
Redeemed |
|
| - |
|
|
|
| |
Exercised |
|
| ( | ) |
|
|
| |
Forfeited |
|
| - |
|
|
| - |
|
Balances as of June 30, 2024 |
|
|
|
| $ |
| ||
During the six months ended June 30, 2024, the Company issued
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, 2024:
|
| Six Months Ended |
| |
|
| June 30, |
| |
|
| 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, 2024:
Warrants Outstanding |
|
| Warrants Exercisable |
| ||||||||||||||
|
|
| Weighted Average |
|
|
|
|
|
|
|
|
|
| |||||
Number |
|
| Remaining Contractual |
|
| Weighted Average |
|
| Number |
|
| Weighted Average |
| |||||
of Shares |
|
| life (in years) |
|
| Exercise Price |
|
| of Shares |
|
| Exercise Price |
| |||||
|
|
|
|
|
| $ |
|
|
|
|
| $ |
| |||||
| 12 |
| Table of Contents |
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, 2024 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of June 30, 2024, 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, 2024 and December 31, 2023, the Company valued the fair value on the
NOTE 6 – PROMISSORY NOTES
The Company had the following promissory notes payable as at June 30, 2024 and December 31, 2023:
|
| June 30, 2024 |
|
|
| December 31, 2023 |
| |
|
|
|
|
|
|
|
| |
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 $
During the six months ended June 30, 2024 and 2023, interest expense of $
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 |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Convertible Notes |
|
|
|
|
|
| ||
Less: Unamortized debt discount |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total |
| $ |
|
| $ |
| ||
| 13 |
| Table of Contents |
Promissory Notes Payable to Auctus Fund
Auctus #1
On May 20, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $
From year ended December 31, 2017 to year ended December 31, 2021, total principal of $
As of June 30, 2024 and December 31, 2023, 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, principal of $
On June 14, 2017, the Company entered into an agreement with Power Up Lending Group to issue a convertible promissory note of $
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, 2024 and December 31, 2023, 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 $
| 14 |
| Table of Contents |
During the year ended December 31, 2021, accrued interest of $
As of June 30, 2024 and December 31, 2023, 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, 2024 and December 31, 2023, 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, 2024 and December 31, 2023, the principal amount due on the note is $
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 $
As of June 30, 2024 and December 31, 2023, the principal amount due on the note is $
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 $
As of June 30, 2024 and December 31, 2023, 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, 2024 and December 31, 2023, the principal amount due on the note is $
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, 2024 and December 31, 2023, the principal amount due on the note is $
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 $
As of June 30, 2024 and December 31, 2023, 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, 2024 and December 31, 2023, the note is presented net of a debt discount of $
Auctus#16
On October 10, 2023, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $
As of June 30, 2024 and December 31, 2023, the note is presented net of a debt discount of $
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, 2024, the note is presented net of a debt discount of $
| 17 |
| Table of Contents |
Accrued interest on convertible notes
During the six months ended June 30, 2024 and 2023, interest expense of $
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 |
|
|
|
| ||||
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, 2024 and December 31, 2023:
Balance - December 31, 2022 |
| $ |
| |
Addition of new derivative liabilities upon issuance of convertible notes as debt discount |
|
|
| |
Reduction of derivative liabilities from exercise of warrants |
|
| ( | ) |
Addition of new derivative liabilities upon issuance of warrants as debt discount |
|
|
| |
Addition of new derivatives liabilities recognized as day one loss on convertible notes and warrants |
|
|
| |
Gain on change in fair value of the derivative |
|
| ( | ) |
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 - June 30, 2024 |
| $ |
|
| 18 |
| Table of Contents |
The following table summarizes the loss (gain) on derivative liability included in the statements of operations for the six months ended June 30, 2024 and 2023, respectively.
|
| 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 |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||
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 six months and three months ended June 30, 2024, the Company accrued $
During the six months and three months ended June 30, 2023, the Company accrued $
During the six months ended June 30, 2024 and 2023, the Company paid $
As of June 30, 2024 and December 31, 2023, 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 – COMMITMENTS AND CONTINGENCIES
There are no pending or threatened legal proceedings as of June 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 30, 2024 to the date these financial statements were issued and has determined that it has the below subsequent events:
On August 4, 2024, the Company issued
On August 5, 2024, the Company issued an aggregate of
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 $
On September 3, 2024, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $
| 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.
| 20 |
| 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 than 700,000 subscribers and is approaching a quarter billion views. Recent events have been viewed nearly 4 million times on average.
On July 4, 2024, we did our most recent live event, LFC40: Booty Camp 5. LFC41: Lingerie Fight Club was held August 15, 2024.
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.
We are currently in talks with two of the most famous WWE wrestlers of all time about partnering with LFC.
We have been approached to do a show Super Bowl weekend in New Orleans.
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 30, 2024 as compared to the three months ended June 30, 2023
Our operating results for the three months ended June 30, 2024 and 2023, and the changes between those periods for the respective items are summarized as follows:
|
| Three Months Ended |
|
|
|
|
|
|
| |||||||
|
| June 30, |
|
| Changes |
| ||||||||||
Statement of Operations Data: |
| 2024 |
|
| 2023 |
|
| Amount |
|
| % |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Revenue |
| $ | 34,480 |
|
| $ | 31,108 |
|
| $ | 3,372 |
|
|
| 11 | % |
Cost of Services |
|
| (23,340 | ) |
|
| (15,957 | ) |
|
| (7,383 | ) |
|
| 46 | % |
Gross profit |
|
| 11,140 |
|
|
| 15,151 |
|
|
| (4,011 | ) |
| (26 | %) | |
Total operating expenses |
|
| (111,346 | ) |
|
| (51,370 | ) |
|
| (59,976 | ) |
|
| 117 | % |
Other income |
|
| 1,489,571 |
|
|
| 904,056 |
|
|
| 585,515 |
|
|
| 65 | % |
Net Income |
| $ | 1,389,365 |
|
| $ | 867,837 |
|
| $ | 521,528 |
|
|
| 60 | % |
Revenues
We generated revenues of $34,480 and $31,108 for the three months ended June 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 advertising revenue during the quarter.
Cost of Services
We incurred cost of services of $23,340 and $15,957 for the three months ended June 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 $11,140 and $15,151 for the three months ended June 30, 2024 and 2023, respectively. The decrease in gross profit was attributed to an increase in cost of sales related to subcontractor fees and supplies and material.
| 21 |
| Table of Contents |
Operating Expenses
We incurred operating expenses of $111,346 and $51,370 for the three months ended June 30, 2024 and 2023, respectively. The increase in operating expenses was primarily due to the increase in in audit fees, design and printing fees and advertising fees
Other Income (Expenses)
We incurred other income of $1,489,571 and $904,056 for the three months ended June 30, 2024 and 2023, respectively. During the three months ended June 30, 2024 and 2023, the Company incurred gain on changes in fair value of derivatives from the convertible notes and warrants of $1,584,685 and $970,712, respectively.
Net Income (Loss)
We incurred net income of $1,389,365 and $867,837 during the three months ended June 30, 2024 and 2023, respectively. The increase in net income was mainly due to the increase in other income.
Six months ended June 30, 2024 as compared to the six months ended June 30, 2023
Our operating results for the six months ended June 30, 2024 and 2023, and the changes between those periods for the respective items are summarized as follows:
|
| Six Months Ended |
|
|
|
|
|
|
| |||||||
|
| June 30, |
|
| Changes |
| ||||||||||
Statement of Operations Data: |
| 2024 |
|
| 2023 |
|
| Amount |
|
| % |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Revenue |
| $ | 79,508 |
|
| $ | 56,303 |
|
| $ | 23,205 |
|
|
| 41 | % |
Cost of services |
|
| (57,543 | ) |
|
| (40,803 | ) |
|
| (16,740 | ) |
|
| 41 | % |
Gross profit |
|
| 21,965 |
|
|
| 15,500 |
|
|
| 6,465 |
|
|
| 42 | % |
Total operating expenses |
|
| (160,766 | ) |
|
| (112,072 | ) |
|
| (48,694 | ) |
|
| 43 | % |
Other income (expense) |
|
| (701,634 | ) |
|
| 892,283 |
|
|
| (1,593,917 | ) |
| (179 | %) | |
Net income (loss) |
| $ | (840,435 | ) |
| $ | 795,711 |
|
| $ | (1,636,146 | ) |
| (206 | %) | |
Revenues
We generated revenues of $79,508 and $56,303 for the six months ended June 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 $57,543 and $40,803 for the six months ended June 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 $21,965 and $15,500 for the six months ended June 30, 2024 and 2023, respectively. The increase in gross profit was attributed to an increase in revenue.
Operating Expenses
We incurred operating expenses of $160,766 and $112,072 for the six months ended June 30, 2024 and 2023, respectively. The increase in operating expenses was primarily due to the increase professional fees due to the increase in audit fees.
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| Table of Contents |
Other Income (Expenses)
We incurred other expense of $701,634 and other income of $892,283 for the six months ended June 30, 2024 and 2023, respectively. During the six months ended June 30, 2024 and 2023, the Company incurred loss on changes in fair value of derivatives from the convertible notes and warrants of $523,926 and recorded gain on changes in fair value of derivatives from the convertible notes and warrants of $1,030,522, respectively.
Net Income (Loss)
We incurred net loss of $840,435 and net income of $795,711 during the six months ended June 30, 2024 and 2023, 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: |
| 2024 |
|
| 2023 |
|
| Amount |
|
| % |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Current Assets |
| $ | 10,449 |
|
| $ | 5,295 |
|
| $ | 5,154 |
|
|
| 97 | % |
Current Liabilities |
| $ | 5,030,291 |
|
| $ | 4,204,402 |
|
| $ | 825,889 |
|
|
| 20 | % |
Working Capital Deficiency |
| $ | (5,019,842 | ) |
| $ | (4,199,107 | ) |
| $ | (820,735 | ) |
|
| 20 | % |
At June 30, 2024, we had a working capital deficiency of $5,019,842 and an accumulated deficit of $10,143,044. 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 months ended June 30, 2024 and 2023:
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 | %) | |
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| Table of Contents |
We have not generated positive cash flows from operating activities.
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.
During the 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.
Cash Flows from Investing Activities
There were no investing activities during the six months ended June 30, 2024 and 2023.
Cash Flows from Financing Activities
During the six months ended June 30, 2024 and 2023, net cash provided by financing activities was $97,500 through proceeds from issuance of a convertible note of $97,500 and $25,000 through proceeds from issuance of a promissory note, respectively.
Off-Balance Sheet Arrangements
As of June 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.
| 24 |
| 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 30, 2024, the Company had the following convertible notes and promissory notes of $959,530 in default:
|
| Issuance date |
| Expire date |
| Amount at default |
| |
Auctus#1 convertible note |
| 5/20/2016 |
| 2/20/2017 |
| $ | 1,265 |
|
Auctus#3 convertible note |
| 11/27/2017 |
| 3/20/2018 |
| $ | 50,745 |
|
Auctus#5 convertible note |
| 3/7/2018 |
| 12/7/2018 |
| $ | 30,000 |
|
Auctus#6 convertible note |
| 7/9/2018 |
| 4/9/2019 |
| $ | 48,500 |
|
Auctus#7 convertible note |
| 3/22/2019 |
| 12/22/2019 |
| $ | 62,500 |
|
Auctus#8 convertible note |
| 10/23/2019 |
| 7/23/2020 |
| $ | 100,000 |
|
Auctus#9 convertible note |
| 8/11/2020 |
| 8/11/2021 |
| $ | 31,000 |
|
Auctus#10 convertible note |
| 11/9/2020 |
| 11/9/2021 |
| $ | 225,000 |
|
Auctus#11 convertible note |
| 3/4/2021 |
| 3/4/2022 |
| $ | 300,000 |
|
Auctus#12 promissory note |
| 12/6/2021 |
| 12/6/2022 |
| $ | 40,000 |
|
Auctus#13 promissory note |
| 5/16/2022 |
| 5/16/2023 |
| $ | 52,000 |
|
Auctus#14 promissory note |
| 10/31/2022 |
| 10/31/2023 |
| $ | 18,520 |
|
|
|
|
|
|
| $ | 959,530 |
|
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
None.
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| 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.
| 26 |
| 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 |
|
| Shaun Donnelly |
| |
| Chief Executive Officer, Chief Financial Officer and Director |
| |
| (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
|
Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the dates indicated.
Signature |
| Title |
| Date |
|
| |||
/s/ Shaun Donnelly |
| Chief Executive Officer (Principal Executive Officer), Chief Financial |
| October 11, 2024 |
Shaun Donnelly |
| Officer (Principal Financial and Accounting Officer), and Director |
| 27 |