UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

 

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

 

 

 

For the quarterly period ended June 30, 2021

 

 

 

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. ☐ YES     ☒ NO

 

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

 

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

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

 

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

 

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

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

 

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

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

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

 

2,987,812,795 shares of common stock issued and outstanding as of July 23, 2021.

 

 

 

  

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION

 

 

 

 

 

Item 1.

Financial Statements

 

3

 

Item 2.

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

 

20

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

25

 

Item 4.

Controls and Procedures

 

25

 

 

 

 

 

PART II - OTHER INFORMATION

 

 

 

 

 

 

 

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

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

BALANCE SHEETS

 

 

 

June 30,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$ 129,549

 

 

$ 4,142

 

Total Current Assets

 

 

129,549

 

 

 

4,142

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$ 11,748

 

 

$ 65,108

 

Accounts payable - related party

 

 

426,168

 

 

 

388,668

 

Accrued interest payable

 

 

216,836

 

 

 

287,429

 

Promissory note, net of $202,747 and $0 debt discount, respectively

 

 

97,253

 

 

 

-

 

Convertible notes, net of $84,937 and $211,884 debt discount, respectively

 

 

579,281

 

 

 

531,674

 

Derivative liabilities

 

 

10,526,504

 

 

 

4,610,130

 

Total Current Liabilities

 

 

11,857,790

 

 

 

5,883,009

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

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

 

 

-

 

 

 

-

 

Common stock, par value $0.001 per share, 5,000,000,000 shares authorized, 2,987,812,795 and 2,339,101,663 shares issued and outstanding, respectively

 

 

2,987,813

 

 

 

2,339,102

 

Additional paid-in capital (deficiency)

 

 

374,020

 

 

 

(20,381 )

Accumulated deficit

 

 

(15,090,074 )

 

 

(8,197,588 )

Total stockholders' deficit

 

 

(11,728,241 )

 

 

(5,878,867 )

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$ 129,549

 

 

$ 4,142

 

 

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

 

 
3

Table of Contents

 

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$ 27,426

 

 

$ 4,260

 

 

$ 34,502

 

 

$ 7,360

 

Cost of services

 

 

5,027

 

 

 

-

 

 

 

26,032

 

 

 

2,300

 

GROSS PROFIT

 

 

22,399

 

 

 

4,260

 

 

 

8,470

 

 

 

5,060

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

31,097

 

 

 

10,066

 

 

 

55,654

 

 

 

11,119

 

Professional fees

 

 

11,800

 

 

 

19,000

 

 

 

17,050

 

 

 

24,250

 

Management salaries

 

 

30,000

 

 

 

30,000

 

 

 

60,000

 

 

 

60,000

 

Total Operating Expenses

 

 

72,897

 

 

 

59,066

 

 

 

132,704

 

 

 

95,369

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING LOSS

 

 

(50,498 )

 

 

(54,806 )

 

 

(124,234 )

 

 

(90,309 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(177,847 )

 

 

(76,647 )

 

 

(295,657 )

 

 

(153,294 )

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

 

 

882,899

 

 

 

34

 

 

 

(6,472,595 )

 

 

1,480,430

 

Total Other Income (Expense)

 

$ 705,052

 

 

$ (76,613 )

 

$ (6,768,252 )

 

$ 1,327,136

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

$ 654,554

 

 

$ (131,419 )

 

$ (6,892,486 )

 

$ 1,236,827

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Income (Loss) per Common Share

 

$ 0.00

 

 

$ (0.00 )

 

$ (0.00 )

 

$ 0.00

 

Diluted Earnings (Loss) per Common Share

 

$ 0.00

 

 

 

-

 

 

$ -

 

 

$ 0.00

 

Basic and Diluted Weighted Average Shares of Common Stock Outstanding

 

 

2,829,327,630

 

 

 

2,021,181,889

 

 

 

2,693,377,804

 

 

 

2,021,181,889

 

Diluted Weighted Average Shares of Common Stock Outstanding

 

 

8,548,113,616

 

 

 

-

 

 

 

-

 

 

 

18,014,310,355

 

 

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 MONTHS AND SIX MONTHS ENED JUNE 30, 2021 AND JUNE 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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, 2020

 

 

2,339,101,663

 

 

$ 2,339,102

 

 

 

51

 

 

$ -

 

 

$ (20,381 )

 

$ (8,197,588 )

 

$ (5,878,867 )

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

 

 

239,246,512

 

 

 

239,247

 

 

 

-

 

 

 

-

 

 

 

(229,676 )

 

 

-

 

 

 

9,571

 

Shares of common stock issued for exercise of warrants

 

 

65,483,870

 

 

 

65,484

 

 

 

-

 

 

 

-

 

 

 

(65,484 )

 

 

-

 

 

 

-

 

Write off of convertible notes and accrued interest

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

110,076

 

 

 

-

 

 

 

110,076

 

Derivative liabilities reclass to additional paid-in capital due to note conversion, warrant exercise and note written off

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

346,640

 

 

 

-

 

 

 

346,640

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(7,547,040 )

 

 

(7,547,040 )

Balance - March 31, 2021

 

 

2,643,832,045

 

 

$ 2,643,833

 

 

 

51

 

 

$ -

 

 

$ 141,175

 

 

$ (15,744,628 )

 

$ (12,959,620 )

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

 

 

142,025,700

 

 

 

142,026

 

 

 

-

 

 

 

-

 

 

 

(39,781 )

 

 

-

 

 

 

102,245

 

Shares of common stock issued for exercise of warrants

 

 

201,955,050

 

 

 

201,955

 

 

 

-

 

 

 

-

 

 

 

(201,955 )

 

 

-

 

 

 

-

 

Derivative liabilities reclass to additional paid-in capital due to note conversion, warrant exercise and note written off

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

474,581

 

 

 

-

 

 

 

474,581

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

654,554

 

 

 

654,554

 

Balance - June 30, 2021

 

 

2,987,812,795

 

 

$ 2,987,813

 

 

 

51

 

 

$ -

 

 

$ 374,020

 

 

$ (15,090,074 )

 

$ (11,728,241 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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, 2019

 

 

2,021,181,889

 

 

$ 2,021,182

 

 

 

51

 

 

$ -

 

 

$ (596,339 )

 

$ (5,791,564 )

 

$ (4,366,721 )

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,368,246

 

 

 

1,368,246

 

Balance - March 31, 2020

 

 

2,021,181,889

 

 

$ 2,021,182

 

 

 

51

 

 

$ -

 

 

$ (596,339 )

 

$ (4,423,318 )

 

$ (2,998,475 )

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(131,419 )

 

 

(131,419 )

Balance - June 30, 2020

 

 

2,021,181,889

 

 

$ 2,021,182

 

 

 

51

 

 

$ -

 

 

$ (596,339 )

 

$ (4,554,737 )

 

$ (3,129,894 )

 

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)

 

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2021

 

 

2020

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net income (loss)

 

$ (6,892,486 )

 

$ 1,236,827

 

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

 

 

 

 

 

 

 

 

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

 

 

6,472,595

 

 

 

(1,480,430 )

Amortization of debt discount

 

 

224,201

 

 

 

66,424

 

Note conversion fee

 

 

500

 

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts payable - related party

 

 

60,000

 

 

 

60,000

 

Accounts payable and accrued liabilities

 

 

(53,359 )

 

 

24,517

 

Accrued interest payable

 

 

71,456

 

 

 

86,869

 

Net cash used in operating activities

 

 

(117,093 )

 

 

(5,793 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Repayment to related party

 

 

(22,500 )

 

 

(12,500 )

Proceeds from promissory notes

 

 

265,000

 

 

 

-

 

Net cash provided by (used in) financing activities

 

 

24,500

 

 

 

(12,500 )

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

 

125,407

 

 

 

(18,293 )

Cash and cash equivalents - beginning of period

 

 

4,142

 

 

 

43,707

 

Cash and cash equivalents - end of period

 

$ 129,549

 

 

$ 25,414

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Disclosures

 

 

 

 

 

 

 

 

Cash paid for interest

 

$ -

 

 

$ -

 

Cash paid for income taxes

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

NON-CASH INVESTING AND FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Debt discount from derivative liabilities

 

$ 265,000

 

 

$ -

 

Derivative liabilities reclass to additional paid-in capital due to note conversion, warrant exercise and note written off

 

$ 821,221

 

 

$ -

 

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

 

$ 111,815

 

 

$ -

 

Shares of common stock issued for exercise of warrants

 

$ 267,439

 

 

$ -

 

Write off of convertible notes and accrued interest

 

$ 110,076

 

 

$ -

 

 

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, 2021

 

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

 

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

 

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

 

NOTE 2 – BASIS OF PRESENTATION AND ACCOUNTING POLICIES

 

The accompanying unaudited interim 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, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. 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, 2020 included in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission on June 7, 2021.

 

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.

 

Reclassifications

 

Certain prior period amounts have been reclassified to conform with the current year presentation.

 

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 $129,549 and $4,142 in cash and cash equivalents as at June 30, 2021 and December 31, 2020, 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

 

 
7

Table of Contents

 

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, 2021 and 2020, the Company recognized revenue of $34,502 and $7,360 and cost of sales of $26,032 and $2,300, resulting in gross profit of $8,470 and $5,060, 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.

 

Three months ended June 30, 2021

 

For the three months ended June 30, 2021, 5,718,785,986 shares of common stock from the convertible notes and warrants were included in the calculation of diluted earnings per shares.

 

 

 

June 30,

 

 

 

2021

 

 

 

(Shares)

 

Convertible notes payable

 

 

614,690,748

 

Warrants

 

 

5,104,095,238

 

 

 

 

5,718,785,986

 

 

Three months ended June 30, 2020

 

For the three months ended June 30, 2020, 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,

 

 

 

2020

 

 

 

(Shares)

 

Convertible notes payable

 

 

15,023,295,133

 

Warrants

 

 

969,833,333

 

 

 

 

15,993,128,466

 

 

 
8

Table of Contents

 

Six months ended June 30, 2021

 

For the six months ended June 30, 2021, 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,

 

 

 

2021

 

 

 

(Shares)

 

Convertible notes payable

 

 

614,690,748

 

Warrants

 

 

5,104,095,238

 

 

 

 

5,718,785,986

 

 

Six months ended June 30, 2020

 

For the six months ended June 30, 2020, 15,993,128,466 shares of common stock from the convertible notes and warrants were included in the calculation of diluted earnings per shares.

 

 

 

June 30,

 

 

 

2020

 

 

 

(Shares)

 

Convertible notes payable

 

 

15,023,295,133

 

Warrants

 

 

969,833,333

 

 

 

 

15,993,128,466

 

 

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. (See Note 9)

 

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.

 

 
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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.

 

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. (See Note 8)

 

The following table summarizes fair value measurement by level at June 30, 2021 and December 31, 2020, measured at fair value on a recurring basis:

 

June 30, 2021

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

None

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liabilities

 

 

-

 

 

 

-

 

 

 

10,526,504

 

 

 

10,526,504

 

 

December 31, 2020

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

None

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liabilities

 

 

-

 

 

 

-

 

 

 

4,610,130

 

 

 

4,610,130

 

 

Recent Accounting Pronouncements

 

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

 

 
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In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. For the Company, the new standard was effective on January 1, 2021 and we do not expect the adoption of this guidance to have a material impact on our financial statements.

 

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

 

NOTE 3 – GOING CONCERN

 

The accompanying financial statements have been prepared in conformity with 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, 2021 and December 31, 2020.

 

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, 2021, the Company issued 381,272,212 shares of common stock for the conversion of convertible note of $23,925 and accrued interest of $87,390.

 

During the six months ended June 30, 2021, the Company issued 267,438,920 shares of common stock for the exercise of 281,500,000 units of share purchase warrants.

 

As of June 30, 2021 and December 31, 2020, the shares of common stock issued and outstanding was 2,987,812,795 and 2,339,101,663, respectively.

 

NOTE 5 – WARRANTS

 

During the six months ended June 30, 2021, in conjunction with the issuance of a promissory note, the Company issued 300,000,000 units of common stock purchase warrants, exercisable for five years from issuance at weighted average exercise price of $0.0002 per share.

 

 
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The below table summarizes the activity of warrants exercisable for shares of common stock during the three months ended June 30, 2021 and year ended December 31, 2020:

 

 

 

Number of

Shares

 

 

Weighted- Average Exercise Price

 

Balances as of December 31, 2019

 

 

969,833,333

 

 

$ 0.0002

 

Granted

 

 

4,656,666,666

 

 

 

0.0001

 

Redeemed

 

 

(188,333,333 )

 

 

0.0003

 

Exercised

 

 

-

 

 

 

-

 

Forfeited

 

 

-

 

 

 

-

 

Balances as of December 31, 2020

 

 

5,438,166,666

 

 

$ 0.0001

 

Granted

 

 

300,000,000

 

 

 

0.0002

 

Redeemed

 

 

-

 

 

 

-

 

Exercised

 

 

(281,500,000 )

 

 

0.0003

 

Forfeited

 

 

-

 

 

 

-

 

Balances as of June 30, 2021

 

 

5,456,666,666

 

 

$ 0.0001

 

 

During the six months ended June 30, 2021, the Company issued 267,438,920 shares of common stock for the exercise of 281,500,000 units of share purchase warrants.

 

The fair value of each warrant on the date of grant is estimated using the Black-Scholes option valuation model. The following weighted-average assumptions were used for options granted during the six months ended June 30, 2021 and 2020:

 

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2021

 

 

2020

 

Exercise price

 

$ 0.0001

 

 

$ 0.0002

 

Expected term

 

4.28 years

 

 

3.95 years

 

Expected average volatility

 

359% - 417

%

 

355% - 384

%

Expected dividend yield

 

 

-

 

 

 

-

 

Risk-free interest rate

 

0.18%-0.92

%

 

0.18% - 0.34

%

 

The following table summarizes information relating to outstanding and exercisable warrants as of June 30, 2021:

 

Warrants Outstanding

 

 

Warrants Exercisable

 

 

 

 

Weighted Average

 

 

 

 

 

 

 

 

 

 

Number

 

 

Remaining Contractual

 

 

Weighted Average

 

 

Number

 

 

Weighted Average

 

of Shares

 

 

life (in years)

 

 

Exercise Price

 

 

of Shares

 

 

Exercise Price

 

 

5,456,666,666

 

 

 

4.28

 

 

$ 0.0001

 

 

 

5,456,666,666

 

 

$ 0.0001

 

 

Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants at June 30, 2021 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of June 30, 2021, the aggregate intrinsic value of warrants outstanding was approximately $8,770,217 based on the closing market price of $0.0018 on June 30, 2021.

 

 
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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, 2021 and December 31, 2020, the Company valued the fair value on the 5,438,166,666 units and 5,438,166,666 units of common stock purchase warrants granted at $9,548,644 and $1,641,589 based on Black-Scholes option valuation model, respectively.

 

NOTE 6 – PROMISSORY NOTE

 

On March 4, 2021, the Company entered into an agreement with Auctus Fund, LLC to issue a senior secured promissory note of $300,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on March 4, 2022. The note is to be repaid by six equal payments commencing on the sixth month anniversary of issuance and due monthly thereafter. In conjunction with the convertible note, the Company issued warrants to purchase 150,000,000 shares of common stock, exercisable for five years from issuance at $0.002 per share and returnable warrants to purchase 150,000,000 shares of common stock, exercisable for five years form issuance at $0.002 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date. ( See Note 5)

 

The note was discounted for original issued discount of $35,000 and a derivative on warrants of $265,000 for an aggregate discount of $300,000, which is being amortized over the life of the note using the effective interest method resulting in $97,253 of debt discount amortization for the six months ended June 30, 2021.

 

As of June 30, 2021, the note is presented at $97,253, net of debt discount of $202,747.

 

During the six months ended June 30, 2021, interest expense of $11,638 was incurred on the promissory note. As of June 30, 2021, accrued interest payable on the promissory note was $11,638.

 

NOTE 7 – CONVERTIBLE NOTES

 

The Company had the following unsecured convertible notes payable as at June 30, 2021 and December 31, 2020:

 

 

 

June 30,

2021

 

 

December 31,

2020

 

 

 

 

 

 

 

 

Convertible Promissory Notes to Auctus Fund

 

$ 579,281

 

 

$ 476,258

 

Convertible Promissory Notes to Tangiers

 

 

-

 

 

 

23,801

 

Convertible Promissory Notes to Denali

 

 

-

 

 

 

31,615

 

Total Convertible Debts

 

$ 579,281

 

 

$ 531,674

 

 

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 into 111,460,000 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 year ended December 31, 2019, principal of $40,241 and accrued interest of $1,153 were converted into 1,066,179,950 shares of common stock.

 

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

 

During the six months ended June 30, 2021, principal of $3,746 and accrued interest of $5,834 were converted into 239,266,512 shares of common stock.

 

As of June 30, 2021, the note is presented net of a debt discount of $1,265.

 

This note is currently in default.

 

Auctus #2

 

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

 

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

 

During the six months ended June 30, 2021, principal of $20,179 and accrued interest of $81,565 were converted into 142,005,700 shares of common stock.

 

As of June 30, 2021, the notes are presented net of a debt discount of $76,750.

 

This note is currently in default.

 

Auctus #3

 

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

 

 
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As of June 30, 2021, 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 December 31, 2021, 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, 2021, the note is presented net of a debt discount of $30,000.

 

This note is currently in default.

 

Auctus #6

 

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

 

As of June 30, 2021, the note is presented net of a debt discount of $48,500.

 

This note is currently in default.

 

 
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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 $62,500 of interest expense for the year ended December 31, 2019. In conjunction with the convertible note, the Company issued warrants to purchase 209,000,000 shares of common stock, exercisable for five years from issuance at $0.0003 per share.

 

As of June 30, 2021, the note is presented net of a debt discount of $62,500.

 

This note is currently in default.

 

Auctus#8

 

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

 

As of June 30, 2021, the note is presented net of a debt discount of $100,000.

 

This note is currently in default.

 

Auctus#9

 

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

 

As of June 30, 2021, the note is presented net of a debt discount of $27,433.

 

Auctus#10

 

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

 

As of June 30, 2021, the note is presented net of a debt discount of $143,630.

 

 
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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.

 

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.

 

During the six months ended June 30, 2021, principal amount of $23,801 and accrued interest of $29,403 were written off.

 

 
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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 December 31, 2020, the note principal balance was $31,615.

 

During the six months ended June 30, 2021, principal amount of $31,615 and accrued interest of $25,257 were written off.

 

Accrued interest on convertible notes

 

During the six months ended June 30, 2021 and 2020, interest expense of $59,819 and $86,870 was incurred on convertible notes, respectively. During the six months ended June 30, 2021, accrued interest of $54,660 was written off and accrued interest of $87,390 was converted to common shares. As of June 30, 2021 and December 31, 2020, accrued interest payable on convertible notes was $205,198 and $287,430, respectively.

 

Summary of Conversions

 

During the six months ended June 30, 2021, the Company issued 381,272,212 shares of common stock for the conversion of convertible note of $23,925 and accrued interest of $87,390.

 

NOTE 8 – 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, 2021:

 

Balance - December 31, 2020

 

$ 4,610,130

 

Reduction of derivative liabilities from conversion of convertible notes

 

 

(42,855 )

Reduction of derivative liabilities from exercise of warrants

 

 

(593,645 )

Reduction of derivative liabilities from written off of convertible notes

 

 

(184,721 )

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

 

 

265,000

 

Addition of new derivatives liabilities recognized as day one loss on warrants

 

 

346,970

 

Loss on change in fair value of the derivative

 

 

6,125,625

 

Balance - June 30, 2021

 

$ 10,526,504

 

 

The following table summarizes the loss on derivative liability included in the income statement for the six months ended June 30, 2021 and 2020, respectively.

 

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2021

 

 

2020

 

Day one loss due to derivative liabilities on warrants

 

$ (346,970 )

 

$ -

 

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

 

 

(6,125,325 )

 

 

1,480,430

 

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

 

$ (6,472,295 )

 

$ 1,480,430

 

 

 
18

Table of Contents

 

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,

 

 

 

2021

 

 

2020

 

Expected term

 

0.24 years

 

 

0.06 years

 

Expected average volatility

 

95% - 472

%

 

 

-

 

Expected dividend yield

 

 

-

 

 

 

-

 

Risk-free interest rate

 

0.03% - 0.16

%

 

 

-

 

 

NOTE 9 – RELATED PARTY TRANSACTIONS

 

During the six months ended June 30, 2021, the Company accrued $60,000 of salary payable to the Director of the Company and paid $22,500 owing to him for the accrued salaries.

 

During the six months ended June 30, 2020, the Company accrued $60,000 of salary payable to the Director of the Company and paid $12,500 owing to him for the accrued salaries.

 

As of June 30, 2021 and December 31, 2020, amount due to the related party was $426,168 and $388,668, respectively.

 

NOTE 10 – RISKS AND UNCERTAINTIES

 

In early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no retroactive material adverse impacts on the Company’s results of operations and financial position at June 30, 2021. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company in the future. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change, as new events occur and additional information is obtained.

 

NOTE 11 – SUBSEQUENT EVENTS

 

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to the June 30, 2021 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

 

 
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 http://lingeriefc.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 a t-shirts and calendars. Our uniqueness is derived from our predominantly all female league structure, where a vast array of beautiful, attractive and unique women engage in wrestling and MMA fighting techniques against one another for purposes of delivering high quality entertainment to mature audiences.

 

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

 

Recent Business Development

 

On May 5, 2021, we have been booked to perform three events at the Sturgis Buffalo Chip during the closing weekend of the 2021 Sturgis Motorcycle Rally in Sturgis, SD.

 

On May 17, 2021, we have inked a deal with Johnny Cafarella who will oversee the creation of a brand new television series about the controversial MMA league. Cafarella is best known as the co-founder and producer of GLOW which saw a resurgence in popularity recently with the success of the GLOW series on Netflix.

 

 
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Table of Contents

 

On June 15, 2021, we have added Christopher Crotte (aka The SuperBeast) to their ranks as a trainer and coach for the upcoming events at the Sturgis Motorcycle Rally.

 

On June 21, 2021, we have partnered with Agape Impetus Dunamis Ministries (AIDM) as one of the league’s principal sponsors at their 3 upcoming events at the Sturgis Motorcycle Rally. The California-based ministry created an inspirational design which will adorn the LFC ring during the league’s events on the closing weekend of the Rally which is expected to draw as many as 750,000 bike enthusiasts.

 

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

 

Results of Operations

 

Three months ended June 30, 2021 as compared to the three months ended June 30, 2020

 

Our operating results for the three months ended June 30, 2021 and June 30, 2020, and the changes between those periods for the respective items are summarized as follows:

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

June 30,

 

 

Changes

 

Statement of Operations Data:

 

2021

 

 

2020

 

 

Amount

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$ 27,426

 

 

$ 4,260

 

 

$ 23,166

 

 

 

544 %

Cost of Services

 

 

(5,027 )

 

 

-

 

 

 

(5,027 )

 

 

-

 

Total operating expenses

 

 

(72,897 )

 

 

(59,066 )

 

 

(13,831 )

 

 

23 %

Other income (expense)

 

 

705,052

 

 

 

(76,613 )

 

 

781,665

 

 

(1020

%)

Net Income (loss)

 

$ 654,554

 

 

$ (131,419 )

 

$ 785,973

 

 

(598

%)

 

Revenues

 

We generated revenues of $27,426 and $4,260 for the three months ended June 30, 2021 and 2020, 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 $5,027 and $nil for the three months ended June 30, 2021 and 2020, respectively. The cost of services incurred consist of labor, material, equipment and subcontractor expenses.

 

Operating Expenses

 

We incurred total operating expenses of $72,897 and $59,066 for the three months ended June 30, 2021 and 2020, respectively. The increase in operating expenses was primarily due to the increase in general and administrative expenses.

 

 
21

Table of Contents

 

Other Income (Expenses)

 

We recognized total other income of $705,052 and incurred other expenses of $76,613 for the three months ended June 30, 2021 and 2020, respectively. The increase in other income was mainly attributed to 882,899 gain on change in fair value of derivative liabilities from the convertible notes and warrants during the three months ended June 30, 2021 as compared to gain on change in fair value of derivative liabilities of $34 incurred during the three months ended June 30, 2020.

 

Net Income (Loss)

 

We recognized net income of $654,554 and incurred net loss of $131,419 during the three months ended June 30, 2021 and 2020, respectively. The increase in our net income was mainly attributed to the increase in revenue and gain on change in fair value of derivative liability during the three months ended June 30, 2021.

 

Six months ended June 30, 2021 as compared to the six months ended June 30, 2020

 

Our operating results for the six months ended June 30, 2021 and June 30, 2020, and the changes between those periods for the respective items are summarized as follows:

 

 

 

Six Months

 

 

 

 

 

 

 

 

 

June 30,

 

 

Changes

 

Statement of Operations Data:

 

2021

 

 

2020

 

 

Amount

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$ 34,502

 

 

$ 7,360

 

 

$ 27,142

 

 

 

369 %

Cost of Services

 

 

(26,032 )

 

 

(2,300 )

 

 

(23,732 )

 

1032

%

Total operating expenses

 

 

(132,704 )

 

 

(95,369 )

 

 

(37,335 )

 

 

39 %

Other income (expense)

 

 

(6,768,252 )

 

 

1,327,136

 

 

 

(8,095,388 )

 

(610

%)

Net Income (loss)

 

$ (6,892,486 )

 

$ 1,236,827

 

 

$ (8,129,313 )

 

(657

%)

 

Revenues

 

We generated revenues of $34,502 and $7,360 for the six months ended June 30, 2021 and 2020, 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 $26,032 and $2,300 for the six months ended June 30, 2021 and 2020, respectively. The cost of services incurred consist of labor, material, equipment and subcontractor expenses.

 

Operating Expenses

 

We incurred total operating expenses of $132,704 and $95,369 for the six months ended June 30, 2021 and 2020, respectively. The increase in operating expenses was primarily due to the increase in general and administrative expenses.

 

Other Income (Expenses)

 

We incurred total other expense of $6,768,252 and recognized other income of $1,327,136 for the six months ended June 30, 2021 and 2020, respectively. The increase in other expense was mainly attributed to $6,472,595 loss on change in fair value of derivative liabilities from the convertible notes and warrants during the six months ended June 30, 2021 as compared to gain on change in fair value of derivative liabilities of $1,480,430 incurred during the six months ended June 30, 2020.

 

 
22

Table of Contents

 

Net Income (Loss)

 

We incurred net loss of $6,892,486 and recognized net income of $1,236,827 during the six months ended June 30, 2021 and 2020, respectively. The increase in our net loss was mainly attributed to the increase in operating expenses and other expense the six months ended June 30, 2021.

 

Liquidity and Capital Resources

 

 

 

June 30,

 

 

December 31,

 

 

Changes

 

Working Capital Data:

 

2021

 

 

2020

 

 

Amount

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

$ 129,549

 

 

$ 4,142

 

 

$ 125,407

 

 

3028

%

Current Liabilities

 

$ 11,857,790

 

 

$ 5,883,009

 

 

 

5,974,781

 

 

 

102 %

Working Capital Deficiency

 

$ (11,728,241 )

 

$ (5,878,867 )

 

 

(5,849,374 )

 

 

99 %

 

At June 30, 2021 we had a working capital deficiency of $11,728,241 and an accumulated deficit of $15,090,074. 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, 2021.

 

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, 2021 and 2020:

 

 

 

Six Months

 

 

 

 

 

 

 

 

 

June 30,

 

 

Changes

 

Cash Flows Data:

 

2021

 

 

2020

 

 

Amount

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows used in Operating Activities

 

$ (117,093 )

 

$ (5,793 )

 

$ (111,300 )

 

1921

Cash Flows provided by (used in) Financing Activities

 

 

242,500

 

 

 

(12,500 )

 

 

255,000

 

 

(2040

%)

Net increase (decrease) in cash during period

 

$ 125,407

 

 

$ (18,293 )

 

$ 143,700

 

 

(786

%) 

 

Cash Flows from Operating Activities

 

We have not generated positive cash flows from operating activities.

 

During the six months ended June 30, 2021, net cash flows used in operating activities was $117,093, consisting of a net loss of $6,892,486, decreased by loss on change in fair value of derivative liabilities of $6,472,595, amortization of debt discount of $224,201, note conversion fee of $500 and net changes in operating assets and liabilities of $78,097.

 

During the six months ended June 30, 2020, net cash flows used in operating activities was $5,793, consisting of a net income of $1,236,827, increased by amortization of debt discount of $66,424 and net changes in operating assets and liabilities of $171,386 ,and decreased by gain on change in fair value of derivative liabilities of $1,480,430.

 

 
23

Table of Contents

 

Cash Flows from Investing Activities

 

There were no investing activities during the six months ended June 30, 2021 and 2020.

 

Cash Flows from Financing Activities

 

During the six months ended June 30, 2021, net cash provided by financing activities was $242,500 compared to net cash used in financing activities of $12,500 during the six months ended June 30, 2020.

 

During the six months ended June 30, 2021, we received proceeds from a promissory note of $265,000 and made repayment to the Director of the Company of $22,500.

 

During the six months ended June 30, 2020, we made repayment to the Director of the Company of $12,500.

 

Off-Balance Sheet Arrangements

 

As of June 30, 2021, we had no off-balance sheet arrangements.

 

Significant Accounting Estimates and Policies

 

The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

 

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

 

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.”

 

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.

 

 
24

Table of Contents

 

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

 

Level 1 –

quoted prices in active markets for identical assets or liabilities

Level 2 –

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

Level 3 –

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

 

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

 

Recent accounting pronouncements

 

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

 

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.

 

 
25

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, 2021, total note payable amount of $408,217 in default as follows:

 

 

 

Issuance date

 

Expire date

 

Amount at default

 

Auctus#1

 

5/20/2016

 

2/20/2017

 

$ 1,265

 

Auctus#2

 

9/20/2016

 

6/20/2017

 

$ 56,571

 

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

 

Auctus#7

 

3/22/2019

 

12/22/2019

 

$ 62,500

 

Auctus#8

 

10/23/2019

 

7/23/2020

 

$ 100,000

 

 

 

 

 

 

 

$ 408,217

 

 

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

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: July 26, 2021

 

/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

 

July 26, 2021

Shaun Donnelly

 

Officer (Principal Financial and Accounting Officer), and Director

 

 
28

 

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