UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One) 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the quarterly period ended June 30, 2019

 

or

 

¨

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the transition period from _________ to _________

 

Commission File Number 000-55498

 

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

20-8009362 

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification No.)

 

6955 North Durango Drive, Suite 1115-129, Las Vegas, NV

 

89149 

(Address of principal executive offices)

 

(Zip Code)

 

(702) 5277-2942

(Registrant’s telephone number, including area code)

  

N/A

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

 

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

  

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

None

None

 

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

 

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

  

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

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

x

Smaller reporting company

x

Emerging growth company

¨

 

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

 

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

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

 

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

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

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

 

2,021,181,889 shares of common stock issued and outstanding as at November 21, 2019

 

 
 
 
 

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION

 

3

 

 

 

 

 

Item 1.

Financial Statements

 

3

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

20

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

24

 

Item 4.

Controls and Procedures

 

24

 

 

 

 

 

PART II - OTHER INFORMATION

 

26

 

 

 

 

 

Item 1.

Legal Proceedings

 

26

 

Item 1A.

Risk Factors

 

26

 

Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds

 

26

 

Item 3. 

Defaults Upon Senior Securities

 

26

 

Item 4.

Mine Safety Disclosures

 

26

 

Item 5.

Other Information

 

26

 

Item 6. 

Exhibits

 

27

 

SIGNATURES

 

28

 

 

 
2
 
Table of Contents

  

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

BALANCE SHEETS

 

 

 

June 30,

 

 

December 31,

 

 

 

2019

 

 

2018

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$ 27,942

 

 

$ 3,439

 

Prepaid expenses

 

 

-

 

 

 

1,134

 

Total Current Assets

 

 

27,942

 

 

 

4,573

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$ 12,551

 

 

$ 7,450

 

Accounts payable - related party

 

 

261,768

 

 

 

214,118

 

Accrued interest payable

 

 

251,039

 

 

 

182,962

 

Stock payable

 

 

30,000

 

 

 

30,000

 

Convertible notes, net of $84,759 and $43,339 debt discount, respectively

 

 

627,173

 

 

 

656,557

 

Derivative liability

 

 

1,396,179

 

 

 

1,241,550

 

Total Current Liabilities

 

 

2,578,710

 

 

 

2,332,637

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

Preferred stock, par value $0.001 per share, 10,000,000 shares authorized, 51 and 51 shares issued and outstanding, respectively

 

 

-

 

 

 

-

 

Common stock, par value $0.001 per share, 5,000,000,000 shares authorized, 1,443,610,139 and 770,401,939 shares issued and outstanding, respectively

 

 

1,443,611

 

 

 

770,402

 

Additional paid-in capital (deficiency)

 

 

(115,583 )

 

 

391,555

 

Accumulated deficit

 

 

(3,878,796 )

 

 

(3,490,021 )

Total stockholders' deficit

 

 

(2,550,768 )

 

 

(2,328,064 )

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$ 27,942

 

 

$ 4,573

 

 

See notes to unaudited financial statements

 

 
3
 
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LINGERIE FIGHTING CHAMPIONSHIPS, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$ 2,449

 

 

$ 1,821

 

 

$ 3,684

 

 

$ 3,539

 

Cost of Services

 

 

11,250

 

 

 

1,420

 

 

 

11,250

 

 

 

21,720

 

GROSS PROFIT (LOSS)

 

 

(8,801 )

 

 

401

 

 

 

(7,566 )

 

 

(18,181 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

82,334

 

 

 

48,776

 

 

 

137,817

 

 

 

126,552

 

Total Operating Expenses

 

 

82,334

 

 

 

48,776

 

 

 

137,817

 

 

 

126,552

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING LOSS

 

 

(91,135 )

 

 

(48,375 )

 

 

(145,383 )

 

 

(144,733 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(89,200 )

 

 

(75,133 )

 

 

(159,810 )

 

 

(139,375 )

Gain (Loss) on derivative liabilities

 

 

(109,576 )

 

 

1,603,779

 

 

 

(183,582 )

 

 

333,495

 

Convertible note written off

 

 

-

 

 

 

-

 

 

 

100,000

 

 

 

-

 

Total other income (expense)

 

$ (198,776 )

 

$ 1,528,646

 

 

$ (243,392 )

 

$ 194,120

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

$ (289,911 )

 

$ 1,480,271

 

 

$ (388,775 )

 

$ 49,387

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Loss per Common Share

 

$ (0.00 )

 

 

 

 

 

$ (0.00 )

 

 

 

 

Basic Earnings per Common Share

 

 

 

 

 

$ 0.00

 

 

 

 

 

 

$ 0.00

 

Diluted Earnings per Common Share

 

 

 

 

 

$ 0.00

 

 

 

 

 

 

$ 0.00

 

Basic and Diluted Weighted Average Shares of Common Stock Outstanding

 

 

1,280,015,474

 

 

 

 

 

 

 

1,099,196,120

 

 

 

 

 

Basic Weighted Average Shares of Common Stock Outstanding

 

 

 

 

 

 

665,925,639

 

 

 

 

 

 

 

628,705,342

 

Diluted Weighted Average Common Shares Outstanding

 

 

 

 

 

 

6,006,984,575

 

 

 

 

 

 

 

5,969,764,279

 

 

See notes to unaudited financial statements

 

 
4
 
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LINGERIE FIGHTING CHAMPIONSHIPS, INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2019 AND 2018

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

Common Stock

 

 

Preferred Shares

 

 

Paid-in

 

 

 

 

Total

 

 

 

Number of Shares

 

 

Amount

 

 

Number of Shares

 

 

Amount

 

 

Capital (Deficiency)

 

 

Accumulated

Deficit

 

 

Stockholders'

Deficit

 

Balance - December 31, 2018

 

 

770,401,939

 

 

$ 770,402

 

 

 

51

 

 

$ -

 

 

$ 391,555

 

 

$ (3,490,021 )

 

$ (2,328,064 )

Shares of common stock issued for conversion of debt

 

 

309,898,600

 

 

 

309,899

 

 

 

-

 

 

 

-

 

 

 

(303,314 )

 

 

-

 

 

 

6,585

 

Derivative reclass to APIC due to conversion

 

 

-

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

78,516

 

 

 

-

 

 

 

78,516

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(98,864 )

 

 

(98,864 )

Balance - March 31, 2019

 

 

1,080,300,539

 

 

$ 1,080,301

 

 

 

51

 

 

$ -

 

 

$ 166,757

 

 

$ (3,588,885 )

 

$ (2,341,827 )

Shares of common stock issued for conversion of debt

 

 

363,309,600

 

 

 

363,310

 

 

 

-

 

 

 

-

 

 

 

(348,777 )

 

 

-

 

 

 

14,533

 

Derivative reclass to APIC due to conversion

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

66,437

 

 

 

-

 

 

 

66,437

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(289,911 )

 

 

(289,911 )

Balance - June 30, 2019

 

 

1,443,610,139

 

 

$ 1,443,611

 

 

 

51

 

 

$ -

 

 

$ (115,583 )

 

$ (3,878,796 )

 

$ (2,550,768 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Preferred Shares

 

 

Additional

 

 

 

 

Total

 

 

 

Number of Shares

 

 

Amount

 

 

Number of Shares

 

 

Amount

 

 

Paid-in

Capital

 

 

Accumulated

Deficit

 

 

Stockholders'

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - December 31, 2017

 

 

576,193,639

 

 

$ 576,194

 

 

 

51

 

 

$ -

 

 

$ 525,366

 

 

$ (3,556,784 )

 

$ (2,455,224 )

Shares of common stock issued for conversion of debt

 

 

89,132,000

 

 

 

89,132

 

 

 

-

 

 

 

-

 

 

 

(59,818 )

 

 

-

 

 

 

29,314

 

Derivative reclass to APIC due to conversion

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,338

 

 

 

-

 

 

 

1,338

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,430,884 )

 

 

(1,430,884 )

Balance - March 31, 2018

 

 

665,325,639

 

 

$ 665,326

 

 

 

51

 

 

$ -

 

 

$ 466,886

 

 

$ (4,987,668 )

 

$ (3,855,456 )

Prior year share issuance adjustment

 

 

600,000

 

 

 

600

 

 

 

-

 

 

 

-

 

 

 

(600 )

 

 

-

 

 

 

-

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,480,271

 

 

 

1,480,271

 

Balance - June 30, 2018

 

 

665,925,639

 

 

$ 665,926

 

 

 

51

 

 

$ -

 

 

$ 466,286

 

 

$ (3,507,397 )

 

$ (2,375,185 )

 

See notes to unaudited financial statements

 

 
5
 
Table of Contents

 

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

 

Six Months

 

 

 

June 30,

 

 

 

2019

 

 

2018

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net income (loss)

 

$ (388,775 )

 

$ 49,387

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Loss (Gain) on derivative liability

 

 

183,582

 

 

 

(333,495 )

Amortization of debt discount

 

 

90,580

 

 

 

88,613

 

Convertible note written off

 

 

(100,000 )

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid expenses

 

 

1,134

 

 

 

-

 

Accounts payable - related party

 

 

47,650

 

 

 

49,700

 

Accounts payable and accrued liabilities

 

 

5,102

 

 

 

17,918

 

Accrued interest payable

 

 

69,230

 

 

 

50,331

 

Net cash used in operating activities

 

 

(91,497 )

 

 

(77,546 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from convertible debt

 

 

116,000

 

 

 

50,000

 

Net cash provided by financing activities

 

 

116,000

 

 

 

50,000

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

 

24,503

 

 

 

(27,546 )

Cash and cash equivalents - beginning of period

 

 

3,439

 

 

 

28,438

 

Cash and cash equivalents - end of period

 

$ 27,942

 

 

$ 892

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Disclosures

 

 

 

 

 

 

 

 

Cash paid for interest

 

$ -

 

 

$ -

 

Cash paid for income taxes

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

NON CASH INVESTING AND FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Debt discount from derivative liability

 

$ 132,000

 

 

$ 60,000

 

Derivative reclass to APIC due to conversion

 

$ 144,953

 

 

$ 1,338

 

Shares of common stock issued for conversion of debt and accrued interest

 

$ 21,117

 

 

$ 29,314

 

 

See notes to unaudited financial statements

 

 
6
 
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LINGERIE FIGHTING CHAMPIONSHIPS, INC.

NOTES TO UAUDITED FINANCIAL STATEMENTS

JUNE 30, 2019

 

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

 

(a) Organization

 

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.

 

NOTE 2 – BASIS OF PRESENTATION AND ACCOUNTING POLICIES

 

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2018 have been omitted. These interim financial statements are condensed and should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April 16, 2019.

 

Use of Estimates

 

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

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $27,942 and $3,439 in cash and cash equivalents as at June 30, 2019 and December 31, 2018, respectively.

 

Revenue Recognition

 

The Company recognizes revenue from the sale of products and services in accordance with 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

 

 The Company recognizes revenue when it satisfies its obligation by transferring control of the good or service to the customer. A performance obligation is satisfied over time if one of the following criteria are met:

 

 

a.

the customer simultaneously receives and consumes the benefits as the entity performs;

 

b.

the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or

 

c.

the entity’s performance does not create an asset with an alternative use to the entity, and the entity has an enforceable right to payment for performance completed to date.

 

 
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The Company’s revenue derives from the development, promotion and distribution of our live events and televised entertainment programming. For the six months ended June 30, 2019 and June 30, 2018, the Company recognized revenue of $3,684 and $3,539 and cost of sales of $11,250 and $21,720, resulting in gross loss of $7,566 and 18,181, respectively.

 

Earnings (Loss) per Share

 

The Company computes basic and diluted net 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 loss of the Company.

 

For the six months ended June 30, 2019, convertible notes and warrants were dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive.

 

 

 

June 30,

 

 

 

2019

 

 

 

(Shares)

 

Convertible notes payable

 

 

13,485,352,533

 

Warrants

 

 

469,833,333

 

 

 

 

13,955,185,866

 

 

The following is a reconciliation of the numerator and denominator used for the computation of basic and diluted loss per shares of common stock:

 

 

 

Three months

ended

 

 

Six months

ended

 

 

 

June 30

2019

 

 

June 30

2019

 

Net Loss

 

$ (289,911 )

 

$ (388,775 )

 

 

 

 

 

 

 

 

 

Basic and Diluted Weighted Average Common Shares Outstanding

 

 

1,280,015,474

 

 

 

1,099,196,120

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Loss per Common Share

 

$ (0.00 )

 

$ (0.00 )

 

Six months and Three months ended June 30, 2018

 

For the six months and three months ended June 30, 2018, 5,341,058,936 shares of common stock from the convertible notes were included in the calculation of diluted earnings per shares.

 

The following is a reconciliation of the numerator and denominator used for the computation of basic and diluted earnings per common shares:

 

Basic earnings per common share

 

 

 

Three months

ended

 

 

Six months

ended

 

 

 

June 30

2018

 

 

June 30

2018

 

Net Income

 

$ 1,480,271

 

 

$ 49,387

 

 

 

 

 

 

 

 

 

 

Basic Weighted Average Common Shares Outstanding

 

 

665,925,639

 

 

 

628,705,342

 

 

 

 

 

 

 

 

 

 

Basic Earnings per Common Share

 

$ 0.00

 

 

$ 0.00

 

 

 
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Diluted earnings per common share

 

 

 

Three months

ended

 

 

Six months

ended

 

 

 

June 30

2018

 

 

June 30

2018

 

Net Income

 

$ 1,480,271

 

 

$ 49,387

 

 

 

 

 

 

 

 

 

 

Diluted Weighted Average Common Shares Outstanding

 

 

6,006,984,575

 

 

 

5,969,764,279

 

 

 

 

 

 

 

 

 

 

Diluted Earnings per Common Share

 

$ 0.00

 

 

$ 0.00

 

 

Related Party Balances and Transactions

 

The Company follows FASB ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transaction.

 

Beneficial Conversion Feature of Convertible Debt

 

The Company accounts for convertible debt in accordance with the guidelines established by FASB ASC 470-20, “Debt with Conversion and Other Options”. The Beneficial Conversion Feature (“BCF”) of convertible debt is normally characterized as the convertible portion or feature of certain debt that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a BCF related to the issuance of convertible debt when issued, and also records the estimated fair value. Beneficial Conversion Features that are contingent upon the occurrence of a future event are recorded when the event is resolved.

 

Convertible Instruments and Derivatives

 

The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities.”

 

Share-Based Compensation

 

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

 

Fair Value Measurement

 

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

 

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

 

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

 

Level 1 –

quoted prices in active markets for identical assets or liabilities

Level 2 –

quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 –

inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

 

The derivative liability in connection with the conversion feature of the convertible debt, classified as a level 3 liability, is the only financial liability measured at fair value on a recurring basis.

 

The change in the level 3 financial instrument is as follows:

 

Balance - December 31, 2018

 

$ 1,241,550

 

Addition of new derivative liabilities upon issuance of convertible notes as debt discount

 

 

83,584

 

Reduction of derivative liabilities from conversion of convertible notes to shares of common stock

 

 

(144,953 )

Reduction of derivative liabilities from written off of convertible note

 

 

(347,826 )

Addition of new derivative liabilities upon issuance of warrants as debt discount

 

 

32,416

 

Addition of new derivatives liabilities recognized as day one loss

 

 

279,421

 

Loss (Gain) on change in fair value of the derivative

 

 

251,987

 

Balance - June 30, 2019

 

$ 1,396,179

 

 

The following table summarizes fair value measurement by level at June 30, 2019 and December 31, 2018, measured at fair value on a recurring basis:

 

June 30, 2019

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

None

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liabilities

 

 

-

 

 

 

-

 

 

 

1,396,179

 

 

 

1,396,179

 

 

December 31, 2018

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

None

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liabilities

 

 

-

 

 

 

-

 

 

 

1,241,550

 

 

 

1,241,550

 

 

New Accounting Pronouncements

 

In July 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This update addresses several aspects of the accounting for nonemployee share-based payment transactions and expands the scope of ASC 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The main provisions of the update change the way nonemployee awards are measured in the financial statements. Under the simplified standards, nonemployee options will be valued once at the date of grant, as compared to at each reporting period end under ASC 505-50. At adoption, all awards without established measurement dates will be revalued one final time, and a cumulative effect adjustment to retained earnings will be recorded as the difference between the pre-adoption value and new value. Companies will be permitted to make elections to establish the expected term and either recognize forfeitures as they occur or apply a forfeiture rate. Compensation expense recognition using a graded vesting schedule will no longer be permitted. This pending content is the result of the FASB’s Simplification Initiative, to maintain or improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. Because the Company does not currently have any outstanding awards to non-employees for which a measurement date has not been established the adoption of ASU 2018-07 does not have a material impact to the Company’s financial statements and related disclosures upon adoption. The adoption of this standard will change the way that the Company accounts for non-employee compensation in the future.

 

 
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In January 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842, which amends ASC Topic 842. Among other things, the new standard requires us to recognize a right of use asset and a lease liability on our balance sheet for leases. It also changes the presentation and timing of lease-related expenses. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the effect this guidance may have on its financial position, results of operations, comprehensive income, cash flows and disclosures.

 

NOTE 3 – GOING CONCERN

 

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

 

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

 

NOTE 4 – STOCKHOLDERS DEFICIT

 

Preferred Stock

 

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

 

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

 

There were 51 and 51 preferred shares issued and outstanding as at June 30, 2019 and December 31, 2018.

 

Common Stock

 

The Company has authorized 5,000,000,000 shares with a par value $0.001 per share.

 

During the six months ended June 30, 2019, the Company issued 673,208,200 shares of common stock for conversion of convertible note principal amount of $19,964 and accrued interest of $1,153.

 

During the year ended December 31, 2018, the Company issued 193,608,300 shares of common stock for conversion of convertible note principal amount of $905 and accrued interest of $2,494.

 

As of June 30, 2019 and December 31, 2018, the shares of common stock issued and outstanding was 1,443,610,139 and 770,401,939, respectively.

 

Shares of common stock issued for compensation

 

During the year ended December 31, 2016, the Company issued 2,250,000 shares of common stock with a fair value of $174,000 for services rendered. The shares were valued at market price when the shares were issued.

 

As of June 30, 2019, the Company recorded stock payable for 300,000 outstanding shares of common stock of $30,000 not yet issued to the consultant for service performed.

 

NOTE 5 – WARRANTS

 

During the six months ended June 30, 2019 and the year ended December 31, 2018, in conjunction with the issuance of convertible notes, the Company issued warrants to purchase 324,833,333 and 145,000,000 shares of common stock, exercisable for five years from issuance at $0.0003 per share, respectively.

 

 
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The below table summarizes the activity of warrants exercisable for shares of common stock during the six months ended June 30, 2019 and the year ended December 31, 2018:

 

 

 

 Number of

Shares

 

 

 Weighted-

Average

Exercise Price

 

Balances as of December 31, 2017

 

 

-

 

 

$ -

 

Granted

 

 

145,000,000

 

 

 

0.0003

 

Exercised

 

 

-

 

 

 

-

 

Forfeited

 

 

-

 

 

 

-

 

Balances as of December 31, 2018

 

 

145,000,000

 

 

$ 0.0003

 

Granted

 

 

324,833,333

 

 

 

0.0003

 

Exercised

 

 

-

 

 

 

-

 

Forfeited

 

 

-

 

 

 

-

 

Balances as of June 30, 2019

 

 

469,833,333

 

 

$ 0.0003

 

 

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 options granted during the six months ended June 30, 2019:

 

 

 

Six months

ended

 

 

 

June 30,

 

 

 

2019

 

Exercise price

 

$ 0.0003

 

Expected term

 

5 years

 

Expected average volatility

 

288% - 340

%

Expected dividend yield

 

 

-

 

Risk-free interest rate

 

1.76% - 2.24

%

 

The following table summarizes information relating to outstanding and exercisable warrants as of June 30, 2019:

 

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

 

469,833,333

 

4.53

 

$

0.0003

 

-

 

-

 

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, 2019 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of June 30, 2019, the aggregate intrinsic value of warrants outstanding was approximately $0 based on the closing market price of $0.0001 on June 30, 2019.

 

The Company determined that the warrants qualify for derivative accounting as a result of the related issuance of the convertible note during the six months ended June 30, 2019. As of June 30, 2019 and December 31, 2018, the Company valued the fair value on the 469,833,333 units and 145,000,000 units of share purchase warrants granted at $46,946 and $14,468 based on Black-Scholes option valuation model, respectively. <see Note 7>

 

 
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NOTE 6 – NOTES PAYABLE

 

The Company had the following unsecured notes payable as at June 30, 2019 and December 31, 2018:

 

 

 

June 30,

2019

 

 

December 31,

2018

 

 

 

 

 

 

 

 

Convertible Promissory Notes to Auctus Fund

 

$ 315,472

 

 

$ 292,360

 

Convertible Promissory Notes to EMA Financial

 

 

256,285

 

 

 

208,781

 

Convertible Promissory Notes to Black Bridge Capital

 

 

-

 

 

 

100,000

 

Convertible Promissory Notes to Tangiers

 

 

23,801

 

 

 

23,801

 

Convertible Promissory Notes to Denali

 

 

31,615

 

 

 

31,615

 

Total Convertible Debt

 

$ 627,173

 

 

$ 656,557

 

 

Promissory Notes Payable to Auctus Fund

 

Auctus #1

 

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

 

During the year ended December 31, 2017, principal of $15,278 and accrued interest of $5,975 were converted into111,460,000 shares of common stock.

 

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

 

During the six months ended June 30, 2019, principal of $17,138 and accrued interest of $1,153 were converted into 488,608,200 shares of common stock.

 

As of June 30, 2019, the note is presented net of a debt discount of $28,114.

 

This note is currently in default.

 

Auctus #2

 

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

 

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

 

As of June 30, 2019, the notes are presented net of a debt discount of $76,750.

 

This note is currently in default.

 

 
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Auctus #3

 

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

 

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

 

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

 

On November 27, 2017, Auctus Fund, LLC entered into an agreement with Power Up Lending Group Ltd. to buy out the total outstanding principal amount and accrued interest of the two convertible promissory notes at $50,774.54. The note bears interest at 12% of the principal amount and matured on March 20, 2018. The conversion price shall be equal 57.5% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. During the year ended December 31, 2018 and the year ended December 31, 2017, interest expense of $5,030 and $2,165 was recorded over the remaining note discount transferred the two convertible notes of $7,195.

 

As of June 30, 2019, the note is presented net of a debt discount of $50,745.

 

This note is currently in default.

 

Auctus #4

 

On November 2, 2017, the Company entered into an agreement to issue a convertible promissory note of $53,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on August 2, 2018. The conversion price shall be equal to 50% of the lowest trading price of the Company’s common stock during the 25 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. The note was discounted for a derivative and the discount of $53,000 is being amortized over the life of the note using the effective interest method. Total of $41,546 and $11,454 of the discount was recorded as interest expense for the year ended December 31, 2018 and the year ended December 31, 2017.

 

On February 23, 2018, EMA Financial LLC and Auctus Fund, LLC each made repayment to Crown Bridge Partners, LLC on behalf of the Company at $5,636.04 to settle the total outstanding principal and accrued penalty amount at $11,272.08 of the $40,000 convertible note. As a result, the principal amount of the $53,000 convertible note increased to $58,636.04.

 

As of June 30, the note is presented net of a debt discount of $58,636.

 

This note is currently in default.

  

Auctus #5

 

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

 

As of June 30, 2019, the note is presented net of a debt discount of $30,000.

 

This note is currently in default.

 

 
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Auctus #6

 

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

 

As of June 30, 2019, the note is presented net of a debt discount of $48,500.

 

This note is currently in default.

 

Auctus #7

 

On March 22, 2019, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $62,500 with a $9,000 original issue discount. The convertible promissory note bears interest at 12% per annum and matures nine months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $62,500 is being amortized over the life of the note using the effective interest method resulting in $22,727 of interest expense for the six months ended June 30, 2019. In conjunction with the convertible note, the Company issued warrants to purchase 209,000,000 shares of common stock, exercisable for five years from issuance at $0.0003 per share.

 

As of June 30, 2019, the note is presented net of a debt discount of $22,727.

 

Promissory Note Payable to EMA Financial, LLC

 

EMA#1

 

On September 7, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $35,000 with a $5,250 original issue discount. The convertible promissory note bears interest at 10% per annum and matures twelve months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $29,750 is being amortized over the life of the note using the effective interest method resulting in $0 and $21,774 of interest expense for the year ended December 31, 2018 and the year ended December 31, 2017, respectively.

 

During the year ended December 31, 2017, principal of $7,538 were converted into 123,242,000 shares of common stock.

 

During the year ended December 31, 2018, principal of $905 were converted into 60,350,000 shares of common stock.

 

As of June 30, 2019, the note is presented net of a debt discount of $47,521.

 

This note is currently in default.

 

EMA#2

 

On November 3, 2016, the Company entered into an agreement with Blackbridge Capital Growth Funds, LLC to issue a convertible promissory note to an unrelated party for an amount of $60,000. The convertible promissory note bears interest at 8% per annum and matures on November 3, 2017. The conversion price is 50% of the lowest trading price 20 days prior to conversion. The note was discounted for a derivative and the discount of $60,000 is being amortized over the life of the note using the effective interest method resulting in $0 and $50,465 of interest expense for the year months ended December 31, 2018 and the year ended December 31, 2017, respectively.

 

During the year ended December 31, 2017, principal of $10,810 were converted into 65,000,000 shares of common stock.

 

 
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On September 27 2017, EMA Financial, LLC entered into an agreement with Blackbridge Capital Growth Funds, LLC to buy out the outstanding principal amount and accrued interest of the convertible promissory note at $53,367.22. The note bears interest at 8% of the principal amount and matures on November 3, 2017. The conversion price shall be equal to 57.5% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note.

 

As of June 30, 2019, the notes are presented net of a debt discount of $49,190.

 

This note is currently in default.

 

EMA#3

 

On October 31, 2017, the Company entered into an agreement to issue a convertible promissory note of $53,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on October 31, 2018. The conversion price shall be equal to 50% of the lowest trading price of the Company’s common stock during the 25 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. The note was discounted for a derivative and the discount of $53,000 is being amortized over the life of the note using the effective interest method. Total of $44,142 and $8,858 of the discount was recorded as interest expense for the year ended December 31, 2018 and the year ended December 31, 2017, respectively.

 

On February 23, 2018, EMA Financial LLC and Auctus Fund, LLC each made repayment to Crown Bridge Partners, LLC on behalf of the Company at $5,636.04 to settle the total outstanding principal and accrued penalty amount at $11,272.08 of the $40,000 convertible note. As a result, the principal amount of the $53,000 convertible note increased to $58,636.04.

 

As of June 30, 2019, the note is presented net of a debt discount of $58,636.

 

This note is currently in default.

 

EMA#4

 

On March 5, 2018, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $30,000 with a $5,000 original issue discount. The convertible promissory note bears interest at 12% per annum and matures twelve months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $30,000 is being amortized over the life of the note using the effective interest method resulting in $5,260 and $24,740 of interest expense for the six months ended June 30, 2019 and year ended December 31, 2018, respectively.

 

During the six months ended June 30, 2019, principal of $2,826 were converted into 184,600,000 shares of common stock.

 

As of June 30, 2019, the note is presented net of a debt discount of $27,174.

 

This note is currently in default.

 

EMA#5

 

On August 9, 2018, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $43,500 with a $5,653 original issue discount. The convertible promissory note bears interest at 12% per annum and matures twelve months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $43,500 is being amortized over the life of the note using the effective interest method resulting in $20,555 and $22,945 of interest expense for the six months ended June 30, 2019 and the year ended December 31, 2018, respectively. In conjunction with the convertible note, the Company issued warrants to purchase 72,500,000 shares of common stock, exercisable for five years from issuance at $0.0003 per share.

 

As of June 30, 2019, the note is presented net of a debt discount of $49,250.

 

This note is currently in default.

 

 
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EMA#6

 

On March 25, 2019, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $69,500 with a $7,000 original issue discount. The convertible promissory note bears interest at 12% per annum and matures twelve months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $69,500 is being amortized over the life of the note using the effective interest method resulting in $24,515 of interest expense for the six months ended June 30, 2019. In conjunction with the convertible note, the Company issued warrants to purchase 115,833,333 shares of common stock, exercisable for five years from issuance at $0.0003 per share.

 

As of June 30, 2019, the note is presented net of a debt discount of $24,515.

 

Promissory Note Payable to Blackbridge Capital Growth Fund, LLC

 

Commitment Note

 

On November 3, 2016, the Company entered into an investment agreement with Blackridge Capital Growth Fund, LLC. Per the investment agreement, the investor will invest up to $2,000,000 to purchase the Company’s common stock, par value of $.001 per share.

 

The Company issued a convertible promissory note for $100,000, as a commitment fee, which bears interest at 8% of the principal amount and matures on November 3, 2017. The commitment fee expense of $100,000 was recognized on November 3, 2016. The conversion price is equal to 57.5% of the lowest trading price during the 20 days prior to the conversion.

 

On November 3, 2016, a derivative debt discount of $100,000 was recorded. For the year ended December 31, 2017, an amount of $100,000 was amortized into interest expense in relation to the debt discount.

 

On February 8, 2019, an agreement was reached between the Company and Blackbridge Capital Growth Fund, LLC for the termination of a securities purchase agreement between the two companies dated November 3, 2016 granting Blackbridge the rights to purchase up to $2 million of the Company’s common stock and cancellation of an 8% convertible promissory note in the original amount of $100,000 issued by the Company to Blackbridge pursuant to the securities purchase agreement as a commitment fee.

 

During the six months ended June 30, 2019, the note principal amount of $100,000 was written off, resulting in other income of convertible note written off of $100,000.

 

Commitment Note Payable to Tangiers

 

On April 4, 2016, the Company entered into an investment agreement with an unrelated party. Per the investment agreement, the investor will invest up to $5,000,000 to purchase the Company’s common stock, par value of $0.001 per share. In connection with the investment agreement, the Company entered into a registration rights agreement with the unrelated party which has been filed with the SEC. The maximum investment amount is equal to one hundred percent of the average of the daily trading volume of the common stock for the ten days prior to the put notice entered into by the unrelated party. The total purchase price to be paid in connection with the put notice, is calculated at eighteen percent discount of the lowest trading price of the common stock during the five consecutive trading days immediately succeeding the put notice date.

 

The Company issued a promissory note to the unrelated party for $100,000, as a commitment fee, which bears interest at 10% of the principal amount and matures seven months from April 4, 2016 with a possible extension to ten months based on whether the Company executes the related investment agreement within 180 days from April 4, 2016. If the registration statement is declared effective within 90 days of the execution of the investment agreement, the Company and the unrelated party agree the principal balance of the note will be immediately reduced by $40,000. The note payable will be available to be converted upon default. Per the agreement, default could occur based on: failure of payment on any outstanding amounts longer than five days after the due date, failure to issue shares after request, or failure to comply with all of the other material provisions included in the agreement. The conversion price is equal to the lower of: (a) 90% of the lowest trading price of the Company’s common stock during the 25 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note, or (b) 90% of the lowest trading price of the Company’s common stock during the 25 consecutive trading days prior to the effective date of April 4, 2016. At the election of the unrelated party, at each closing date (as defined in the investment agreement) after the date which is six months after April 4, 2016, the unrelated party shall retain (or the Company shall pay to the unrelated party) an amount equal to ten percent of each Put Amount (as defined in the agreement), and the amounts shall be applied by the unrelated party as follows: first against the amount of any unpaid interest or other fees, and second against any unpaid principal amounts, until all interest, fees, and principal have been paid.

 

 
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On April 28, 2016, the Company filed a registration statement with the Securities and Exchange Commission to register 3,500,000 shares of common stock pursuant to the Investment Agreement and the Registration Rights Agreement. On May 24, 2016, the Company received a comment letter from the Securities and Exchange Commission regarding the registration statement. On March 3, 2017, the Company voluntarily withdrew the registration statement.

 

The Company expensed the $100,000 as commitment fee during the year ended December 31, 2016.

 

The note was discounted for a derivative and the discount of $65,238 is fully amortized into interest expense for the year ended December 31, 2016.

 

On January 10, 2017, the Company entered into an Assignment Agreement that Denali acquired $50,000 of the $100,000 note held by Tangiers. As at January 10, 2017, $50,000 of principal remained with Tangiers.

 

During the year ended December 31, 2017, principal of $26,199 was converted for 49,905,893 shares of common stock.

 

As of June 30, 2019, the note is presented net of a debt discount of $23,801.

 

The note is currently in default.

 

Notes Payable to Denali

 

On January 10, 2017, the Company entered into an Assignment Agreement that Denali acquired $50,000 of the $100,000 note held by Tangiers.

 

During the year ended December 31, 2017, principal of $18,385 was converted for 9,884,409 shares of common stock.

 

As of June 30, 2019, the note principal balance was $31,615.

 

The note is currently in default.

 

Accrued interest on convertible notes

 

During the six months ended June 30, 2019 and June 30, 2018, interest expense of $69,230 and $50,331 was incurred on convertible notes, respectively. As of June 30, 2019 and December 31, 2018, accrued interest payable on convertible notes was $251,039 and $182,962, respectively.

 

Summary of Conversions

 

During the six months ended June 30, 2019, the Company issued 673,208,200 shares of common stock for conversion of convertible note principal amount of $19,964 and accrued interest of $1,153.

 

During the year ended December 31, 2018, the Company issued 193,608,300 shares of common stock for conversion of convertible note principal amount of $905 and accrued interest of $2,494.

 

NOTE 7 – DERIVATIVE LIABILITY

 

The Company analyzed the conversion options for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability when the conversion option becomes effective

 

The following table summarizes the derivative liabilities included in the balance sheet at June 30, 2019:

 

Balance - December 31, 2018

 

$ 1,241,550

 

Addition of new derivative liabilities upon issuance of convertible notes as debt discount

 

 

83,584

 

Reduction of derivative liabilities from conversion of convertible notes to shares of common stock

 

 

(144,953 )

Reduction of derivative liabilities from written off of convertible note

 

 

(347,826 )

Addition of new derivative liabilities upon issuance of warrants as debt discount

 

 

32,416

 

Addition of new derivatives liabilities recognized as day one loss

 

 

279,421

 

Loss (Gain) on change in fair value of the derivative

 

 

251,987

 

Balance - June 30, 2019

 

$ 1,396,179

 

 

 
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The following table summarizes the loss on derivative liability included in the income statement for the six months ended June 30, 2019 and June 30, 2018, respectively.

 

 

 

Six months ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2019

 

 

2018

 

Day one loss due to derivative liabilities on convertible notes

 

$ (279,421 )

 

$ (320,641 )

Gain on change in fair value of derivative liabilities on convertible notes and warrants

 

 

95,839

 

 

 

654,136

 

Gain (Loss) on change in fair value of derivative liabilities

 

$ (183,582 )

 

$ 333,495

 

 

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

 

 

 

Six months ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2019

 

 

2018

 

Expected term

 

0.48- 0.49 years

 

 

0.34 - 0.68 years

 

Expected average volatility

 

288% - 1099

%

 

272% - 440

%

Expected dividend yield

 

 

-

 

 

 

-

 

Risk-free interest rate

 

2.09% - 2.47

%

 

1.39% - 2.33

%

 

NOTE 8 – RELATED PARTY TRANSACTIONS

 

During the six months ended June 30, 2019, the Company accrued $60,000 of salary payable to the Director of the Company, and paid $12,350 owing to him for the accrued salaries.

 

During the year ended December 31, 2018, the Company accrued $120,000 of salary payable to the Director of the Company, and paid $25,520 owing to him for the accrued salaries.

 

As of June 30, 2019 and December 31, 2018, amount due to related parties was $261,768 and $214,118, respectively.

 

NOTE 9 – SUBSEQUENT EVENTS

 

Subsequent to June 30, 2019 and through the date that these financials were made available, the Company had the following subsequent events:

 

Principal of $23,103 from a convertible note was converted for 577,571,750 shares of common stock.

 

 
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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 http://lingeriefc.com/.

 

We do not have any subsidiaries.

 

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

 

Our Current Business

 

We are a media company focused on the development, production, promotion and distribution of original entertainment for mature audiences 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 brand is focused on building and establishing a sports entertainment league that utilizes wrestling and mixed martial arts (“MMA”) fighting techniques together with fictional character personas, parodies of public figures and professional sporting leagues and fictional story lines for purposes of providing sports entertainment.

 

 
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Results of Operations

 

Three months ended June 30, 2019 as compared to the three months ended June 30, 2018

 

Our operating results for the three months ended June 30, 2019 and June 30, 2018, and the changes between those periods for the respective items are summarized as follows:

 

 

 

Three Months Ended

 

 

 

 

 

 

June 30,

 

 

 

 

Statement of Operations Data:

 

2019

 

 

2018

 

 

Changes

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$ 2,449

 

 

$ 1,821

 

 

$ 628

 

Cost of Services

 

 

(11,250 )

 

 

(1,420 )

 

 

(9,830 )

Total operating expenses

 

 

(82,334 )

 

 

(48,776 )

 

 

(33,558 )

Other income (expense)

 

 

(198,776 )

 

 

1,528,646

 

 

 

(1,727,422 )

Net Income (loss)

 

$ (289,911 )

 

$ 1,480,271

 

 

$ (1,770,182 )

 

Revenues

 

We generated revenues of 2,449 and $1,821 for the three months ended June 30, 2019 and 2018, respectively. The Company’s revenue derives from the development, promotion and distribution of our live events and televised entertainment programming.

 

Cost of Services

 

We incurred total cost of services of $11,250 and $1,420 for the three months ended June 30, 2019 and 2018, respectively. The cost of services incurred consist of labor, material, equipment and subcontractor expenses.

 

Operating Expenses

 

We incurred total operating expenses of $82,234 and $48,776 for the three months ended June 30, 2019 and 2018, respectively. The increase in operating expenses was primarily due to the increase in professional fees. 

 

Other Income (Expense)

 

We incurred other expense of $198,776 and recognized other income of $1,528,646 for the three months ended June 30, 2019 and 2018, respectively. The decrease in other expense was mainly attributed to other income from the written off of a convertible note of $100,000 and the increase in loss on of derivative liabilities from the convertible notes.

 

Net Income (Loss)

 

We incurred net loss of $289,911 and recognized net income of $1,430,884 during the three months ended June 30, 2019 and 2018, respectively. The increase in our net loss was mainly attributed to the increase in gross loss, increase in operating expenses and increase in other expense.

 

 
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Six months ended June 30, 2019 as compared to the three months ended June 30, 2018

 

Our operating results for the six months ended June 30, 2019 and June 30, 2018, and the changes between those periods for the respective items are summarized as follows:

 

 

 

Six Months Ended

 

 

 

 

 

 

June 30,

 

 

 

 

Statement of Operations Data:

 

2019

 

 

2018

 

 

Changes

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$ 3,684

 

 

$ 3,539

 

 

$ 145

 

Cost of Services

 

 

(11,250 )

 

 

(21,720 )

 

 

10,470

 

Total operating expenses

 

 

(137,817 )

 

 

(126,552 )

 

 

(11,265 )

Other income (expense)

 

 

(243,392 )

 

 

194,120

 

 

 

(437,512 )

Net Income (loss)

 

$ (388,775 )

 

$ 49,387

 

 

$ (438,162 )

 

Revenues

 

We generated revenues of $3,684 and $3,539 for the six months ended June 30, 2019 and 2018, respectively. The Company’s revenue derives from the development, promotion and distribution of our live events and televised entertainment programming.

 

Cost of Services

 

We incurred total cost of services of $11,250 and $21,720 for the six months ended June 30, 2019 and 2018, respectively. The cost of services incurred consist of labor, material, equipment and subcontractor expenses.

 

Operating Expenses

 

We incurred total operating expenses of $137,817 and $126,552 for the six months ended June 30, 2019 and 2018, respectively. The increase in operating expenses was primarily due to the increase in professional fees.

 

Other Income (Expense)

 

We incurred other expense of $243,392 and recognized other income of $194,120 for the six months ended June 30, 2019 and 2018, respectively. The decrease in other expense was mainly attributed to other income from the written off of a convertible note of $100,000 and the increase in loss on of derivative liabilities from the convertible notes.

 

Net Income (Loss)

 

We incurred net loss of $388,775 and recognized net income of $49,387 during the six months ended June 30, 2019 and 2018, respectively. The decrease in our net loss was mainly attributed to increase in operating expenses and increase in other expense.

 

Liquidity and Capital Resources

 

 

 

June 30,

 

 

December 31,

 

Balance Sheet Data:

 

2019

 

 

2018

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$ 27,942

 

 

$ 3,439

 

Working capital deficiency

 

$ (2,550,768 )

 

$ (2,328,064 )

Total assets

 

$ 27,942

 

 

$ 4,573

 

Total liabilities

 

$ 2,578,710

 

 

$ 2,332,637

 

Total stockholders' deficit

 

$ (2,550,768 )

 

$ (2,328,064 )

 

 
22
 
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At June 30, 2019, we had a working capital deficiency of $2,550,768 and an accumulated deficit of $3,878,796. 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, 2019.

 

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, 2019 and June 30, 2018:

 

 

 

Six Months Ended

 

 

 

June 30,

 

Cash Flow Data:

 

2019

 

 

2018

 

 

 

 

 

 

 

 

Cash Flows used in Operating Activities

 

$ (91,497 )

 

$ (77,546 )

Cash Flows used in Investing Activities

 

 

-

 

 

 

-

 

Cash Flows provided by Financing Activities

 

 

116,000

 

 

 

50,000

 

Net increase (decrease) in cash during period

 

$ 24,503

 

 

$ (27,546 )

 

Cash Flows from Operating Activities

 

We have not generated positive cash flows from operating activities.

 

During the six months ended June 30, 2019, net cash flows used in operating activities was $91,497, consisting of a net loss of $388,775, increased by convertible note written of $100,000, and was reduced by loss on derivative liability of $183,582, amortization of debt discount of $90,580, a decrease in prepaid expenses of $1,134, an increase in accounts payable to related party of $47,650, an increase in accounts payable and accrued liabilities of $5,102 and an increase in accrued interest payable of $69,230.

 

For the six months ended June 30, 2018, net cash flows used in operating activities was $77,546, consisting of a net income of $49,387, increased by amortization of debt discount of $88,613, an increase in accounts payable to related party of $49,700, an increase in accounts payable and accrued liabilities of $17,918 and an increase in accrued interest payable of $50,331, and was reduced by gain on derivative liability of $333,495.

 

Cash Flows from Investing Activities

 

There were no investing activities during the six months ended June 30, 2019 and June 30, 2018.

 

Cash Flows from Financing Activities

 

During the six months ended June 30, 2019 and 2018, net cash provided by financing activities was $116,000 and $50,000 for proceeds from the issuance of convertible notes, respectively.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

 

 
23
 
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Inflation

 

We do not believe that inflation has had a material effect on our results of operations.

 

Critical Accounting Policies and Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to select appropriate accounting policies and to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 the reported amounts or revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Stock-Based Compensation

 

Our company recognizes compensation expense for all equity–based payments in accordance with ASC 718 “Share-based payments”. Under fair value recognition provisions, our company recognizes equity–based compensation net of an estimated forfeiture rate and recognizes compensation cost only for those shares expected to vest over the requisite service period of the award.

 

Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 

Our company accounts for share–based payments granted to non–employees in accordance with ASC 505, “Equity Based Payments to Non–Employees”. Our company determines the fair value of the stock–based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete.

 

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

 

Evaluation of Disclosure Controls and Procedures

 

As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2019.

 

 
24
 
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Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information 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. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.

  

Management conducted its evaluation of disclosure controls and procedures under the supervision of our chief executive officer and our chief financial officer. Based on that evaluation, we concluded that our disclosure controls and procedures were not effective as of June 30, 2019.

 

During our assessment of the effectiveness of internal control over financial reporting as of June 30, 2019, management identified material weaknesses related to (i) the lack of any accounting personnel (ii) the lack of internal audit functions, (iii) the lack of segregation of duties, and (iv) the lack of proper internal control procedures and documentation. As of June 30, 2019, we had one executive, our chief executive and financial officer. As a result, there was no segregation of duties.

 

Notwithstanding the assessment that our disclosure controls and procedures and our internal controls over financial reporting were not effective and that there are material weaknesses as identified herein, we believe that our condensed consolidated financial statements contained in this Quarterly Report fairly present our financial position, results of operations and cash flows for the periods covered thereby in all material respects.

 

Changes in Internal Controls

 

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended June 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 
25
 
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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

Other than described below, 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.

 

On August 24, 2018, Mr. Jeffrey Stone, a former consultant of the Company, filed suit against the Company and our CEO, Mr. Shaun Donnelly, in New York County Civil Court alleging that the Company failed to provide some of the promised shares of common stock as compensation for services rendered pursuant to an agreement whereby Mr. Stone was to provide investor relations services to the Company. This suit was settled on April 12, 2019 for $5,000.

 

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, 2019, total note payable amount of $579,932 in default as follows:

 

 

Issuance date

 

Expire date

 

Amount at default

 

Auctus#1

 

5/20/2016

 

2/20/2017

 

$

28,114

 

Auctus#2

 

9/20/2016

 

6/20/2017

 

$

76,750

 

Auctus#3

 

11/27/2017

 

3/20/2018

 

$

50,745

 

Auctus#4

 

11/2/2017

 

8/2/2018

 

$

58,636

 

Auctus#5

 

3/7/2018

 

12/7/2018

 

$

30,000

 

Auctus#6

 

7/9/2018

 

4/9/2019

 

$

48,500

 

EMA#1

 

9/6/2016

 

9/7/2017

 

$

47,521

 

EMA#2

 

9/27/2017

 

11/3/2017

 

$

49,190

 

EMA#3

 

10/31/2017

 

10/31/2018

 

$

58,636

 

EMA#4

 

3/5/2018

 

3/5/2019

 

$

27,174

 

EMA#5

 

8/9/2018

 

5/9/2019

 

$

49,250

 

Tangiers #1

 

4/4/2016

 

11/4/2016

 

$

23,801

 

Denali

 

1/10/2017

 

11/4/2016

 

$

31,615

 

$

579,932

 

Item 4. Mine Safety Disclosures

 

Not Applicable.

 

Item 5. Other Information

 

None.

 

 
26
 
Table of Contents

 

Item 6. Exhibits

 

Exhibit Number

 

Description

(31)

 

Rule 13a-14 (d)/15d-14d) Certifications

31.1*

 

Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

(32)

 

Section 1350 Certifications

32.1*

 

Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

101*

 

Interactive Data File

101.INS

 

XBRL Instance Document

101.SCH

 

XBRL Taxonomy Extension Schema Document

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

______ 

* Filed herewith.

 

 
27
 
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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: November 25, 2019

 

/s/ Shaun Donnelly

 

Shaun Donnelly

 

Chief Executive Officer, Chief Financial Officer and Director

 

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

 

28

 

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