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U. S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2021
☐ TRANSITION REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Commission File No.
333-148005
LINGERIE FIGHTING
CHAMPIONSHIPS, INC.
|
(Name of small business issuer as in its charter)
|
Nevada
|
|
47-1399226
|
(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)
527-2942
(Registrant's telephone number, including area code)
Securities Registered under Section 12(b) of the Exchange Act:
None
Securities Registered under Section 12(g) of the Exchange Act:
Common stock, par value $0.001 per share
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒
No
Indicate by check mark if the registrant is not required to file
reports pursuant Section 13 or 15(d) of the Exchange Act. ☐ Yes ☒
No
Note - Checking the box above will not relieve any registrant
required to file reports pursuant to Section 13 or 15(d) of the
Exchange Act from their obligations under those Sections
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 if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
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
|
☐
|
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No
The aggregate market value of registrant’s voting and non-voting
common equity held by non-affiliates (as defined by Rule 12b-2 of
the Exchange Act) computed by reference to the average bid and
asked price of such common equity on June 30, 2021 was
$5,361,233.
The number of shares of registrant's common stock outstanding as of
March 28, 2022 was 3,535,302,536.
LINGERIE FIGHTING CHAMPIONSHIPS, INC.
2021 ANNUAL REPORT ON FORM
10-K
FORWARD LOOKING STATEMENTS
This annual report on Form 10-K contains forward-looking statements
regarding our business, financial condition, results of operations
and prospects. Words such as “expects,” “anticipates,” “intends,”
“plans,” “believes,” “seeks,” “estimates” and similar expressions
or variations of such words are intended to identify
forward-looking statements, but are not deemed to represent an
all-inclusive means of identifying forward-looking statements as
denoted in this annual report on Form 10-K. Additionally,
statements concerning future matters are forward-looking
statements.
Although forward-looking statements in this annual report on Form
10-K reflect the good faith judgment of our management, such
statements can only be based on facts and factors currently known
by us. Consequently, forward- looking statements are inherently
subject to risks and uncertainties and actual results and outcomes
may differ materially from the results and outcomes discussed in or
anticipated by the forward-looking statements. Factors that could
cause or contribute to such differences in results and outcomes
include, without limitation, those specifically addressed under the
headings “Risks Factors” and “Management's Discussion and Analysis
of Financial Condition and Results of Operations” in this Form
10-K. You are urged not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
Annual Report on Form 10-K. We file reports with the SEC. The SEC
maintains a website (www.sec.gov) that contains reports, proxy and
information statements, and other information regarding issuers
that file electronically with the SEC, including us. You can also
read and copy any materials we file with the SEC at the SEC's
Public Reference Room at 100 F Street, NE, Washington, DC 20549.
You can obtain additional information about the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330.
We undertake no obligation to revise or update any forward-looking
statements in order to reflect any event or circumstance that may
arise after the date of this annual report on Form 10-K, except as
required by law. Readers are urged to carefully review and consider
the various disclosures made throughout the entirety of this annual
report, which are designed to advise interested parties of the
risks and factors that may affect our business, financial
condition, results of operations and prospects.
PART I
ITEM 1. BUSINESS.
As used in this Annual Report, “we,” “us,” “our,” “LFC,” “Company”
or “our Company” refers to Lingerie Fighting Championships,
Inc.
History
We were incorporated in Nevada on November 29, 2006 under the name
Sparking Events, Inc., and on September 16, 2013 our corporate name
was changed to Cala Energy Corp., (formally, Xodtec LED, Inc.)
under which we were engaged in the business of offering services,
such as enhanced oil recovery and material supplies, to gas and oil
fields predominantly located in Southeast Asia. We were not
successful in our efforts and discontinued this line of
business.
On March 31, 2015, the Company, pursuant to share exchange
agreement (the "Share Exchange Agreement"), among the Company,
Lingerie Fighting Championships, Inc. (“LFC”), and the holders of
all of the outstanding common stock and convertible notes of LFC
exchanged their common stock and convertible notes of LFC for a
total of 16,750,000 shares of common stock, which represented
84.70% of the Company's common stock after giving effect to the
issuance of the shares pursuant to the Share Exchange Agreement and
the shares of common stock issued in the private placement
described in the following paragraph. The issuance of the
16,750,000 shares of common stock to the former holders of LFC's
common stock and convertible notes in exchange for the capital
stock of LFC is referred to as the reverse acquisition transaction.
The sole director and chief executive officer of LFC became a
director and the chief executive officer of the Company. As a
result of the reverse acquisition, the Company's business has
become the business of LFC.
As a result of the reverse acquisition with LFC, we ceased to be a
shell company on March 31, 2015.
Effective as of April 1, 2015, we changed our name to “Lingerie
Fighting Championships, Inc.” a name which more accurately
represents our new business. We effected the name change by virtue
of a short form merger, pursuant to which LFC (our wholly owned
subsidiary after the LFC Acquisition) merged with and into the
Company, with the Company remaining as the surviving parent
corporation. In connection with the name change, we submitted to
FINRA a voluntary request for the change of our OTC trading symbol.
Our Common Stock now trades under the symbol “BOTY”.
As a result of, and in connection with, the reverse acquisition,
the Company changed its fiscal year to December 31, which was LFC’s
fiscal year, from a fiscal year ending February 28.
On April 20, 2015, the Company effected a one-for-800 reverse
split, pursuant to which each share of common stock was converted
into, and became 1/800 of a share of common stock, with fractional
shares being rounded up to the next higher whole number of shares.
As a result of the reverse split, the 339,757,357 shares of common
stock, then outstanding, became and were converted into 424,977
shares. All references to shares of common stock and per share
information retroactively reflect the reverse split.
On September 14, 2016, Lingerie Fighting Championships, Inc., a
Nevada Corporation (the “Company”) filed an amendment to its
articles of incorporation (the “Amendment”) with the Secretary of
State of the State of Nevada, which, among other things,
established the designation, powers, rights, privileges,
preferences and restrictions of the Series A Preferred Stock,
$0.001 par value per share (the “Series A Preferred Stock”).
Among other provisions, each one (1) share of the Series A
Preferred Stock shall have voting rights equal to (x) 0.019607
multiplied by the total issued and outstanding shares of
common stock of the Company eligible to vote at the time of the
respective vote (the “Numerator”), divided by (y) 0.49,
minus (z) the Numerator. For purposes of illustration
only, if the total issued and outstanding shares of common stock of
the Company eligible to vote at the time of the respective vote is
5,000,000, the voting rights of one share of the Series A Preferred
Stock shall be equal to 102,036 (0.019607 x 5,000,000) / 0.49) -
(0.019607 x 5,000,000) = 102,036).
Fifty-one (51) shares of Series A Preferred Stock were authorized
and fifty-one (51) shares of Series A Preferred Stock were issued
to Shaun Donnelly, the Company’s Chief Executive Officer and a
director of the Company.
On November 22, 2016, the Company filed a Certificate of Amendment
to the Company’s Articles of Incorporation (the “Amendment”) with
the Secretary of State of Nevada to increase the number of
authorized shares of common stock, par value $0.001 per share, from
four hundred million (400,000,000) shares to one billion
(1,000,000,000) shares. A true and correct copy of the Amendment is
filed as Exhibit 3.1 to this report.
On January 23, 2017, the Company filed a Certificate of Amendment
to the Company’s Articles of Incorporation (the “Amendment”) with
the Secretary of State of Nevada to increase the number of
authorized shares of common stock, par value $0.001 per share, from
one billion (1,000,000,000) shares to one billion two hundred
million (1,200,000,000) shares. The Company did not timely comply
with the requirements of Regulation 14C under the Exchange Act for
the above referenced increases in the Company’s authorized common
shares. This would have required us to circulate an information
statement describing the corporate actions taken above by the
written consent of a majority of our shareholders at least 20 days
prior to the effective date of the corporate action. We did however
have super majority shareholder consent as required for amending
the articles of incorporation. The failure to initially comply with
Regulation 14C in a timely manner was inadvertent, and while not
probable, could cause the SEC to bring an enforcement action or
commence litigation against us for failure to comply with
Regulation 14C. Such enforcement could subject us to penalties
including the payment of fines or damages. Any such claims or
actions could cause us to expend financial resources to defend
ourselves, and could divert the attention of our management from
our core business.
On November 2, 2017, the Company filed a Certificate of Amendment
to the Company’s Articles of Incorporation (the “Amendment”) with
the Secretary of State of Nevada to increase the number of
authorized shares of common stock, par value $0.001 per share, from
one billion two hundred million (1,200,000,000) shares to five
billion (5,000,000,000) shares. A true and correct copy of the
Amendment is filed as Exhibit 3.1 to this report.
Our 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.
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.
On August 27, 2021, we announced LFC35: Booty Camp 3D which would
take place Halloween in Las Vegas and would be shot using 360
degree virtual reality cameras.
On September 1, 2021, we announced the launch of LFC Madness 2, a
follow-up to our first LFC Madness bracket style virtual
tournament. Once again the two prospects with the most votes would
fight each other at LFC35 and each would receive a $1200 diamond
bracelet courtesy Boston Diamonds & Bling.
On October 1, 2021, LFC Network was launched on schedule on
Roku.
On October 19, 2021, we launched our own branded CBD pain relief
cream called 'LFC True Relief'. The product is available for sale
on our site.
Our Events
Our operations seek to be organized around the development,
promotion and distribution of our live events and televised
entertainment programming. We also seek to develop branding and
merchandising avenues for revenues.
Live Events
Our live events are a unique mix of MMA and professional wrestling
performed before a live audience and recorded and edited by our
in-house production team.
To date, we have hosted 18 live events across the U.S. and Europe
as well as more than 80 episodes of a reality series which are
normally 30 minutes each. Our brand is growing on social media
where our content has been viewed by more than 85 million
people.
Video Programming
We are an independent producer of video programming for digital
home video and intend to develop such video programming for
broadcast television, cable television, pay-per-view and
video-on-demand markets. We produce scripted style fights featuring
attractive and athletic females of the LFC league clothed in
lingerie. Our featured episodes, called the Lingerie Fighting
Championships, include live action content stylized and modeled in
the format of a reality television series.
Television Programming; Pay-Per View
Programming
We will produce and own our television programming and video
library and believe that pay-per-view and video-on- demand
television distribution presents opportunities to generate revenue
for our business. In an effort to build our LFC brand, we plan to
distribute our live event programming through pay-per-view and
video-on-demand television outlets in the future.
Home Video
We expect to pursue opportunities in the home video market by
licensing, on a distribution fee and/or royalty basis our growing
video library to third parties to develop, produce, manufacture,
and sell DVDs for the home video market. We hope to develop a video
library with proprietary material from our live events, television
broadcasts, special events and behind the scenes content of live
events. To date, we have developed and produced an LFC DVD entitled
“Lingerie Fighting Championships: Lace vs Leather” which is
currently being sold on the LFC official website
(www.lingeriefc.com) as well as Amazon.com.
It is intended that we will continue to produce develop our video
programming to be sold in DVD volume installments in retail stores
and on-line via such e-commerce platforms such as the LFC official
site (www.lingeriefc.com) and other third party retailers
including, but not limited to, Amazon® and iTunes®. We are
currently in discussion with various other retailers specializing
in home video distribution. All references herein to Amazon®,
iTunes®, YouTube® or Facebook® are to websites operated by such
entities and we do not have any rights, affiliation or license with
them other than the presence of our media or products on such media
platforms as set forth herein.
Online Programming
We utilize the Internet to communicate with our fans and market and
distribute our various programming. Through our network of websites
and social media, our fans and customers can obtain the latest news
and information on the LFC, purchase our live event tickets, home
video programming, and purchase our branded merchandise. Our main
site is www.lingeriefc.com.
Branded Merchandise
Licensing and Direct Sales. We believe that licensing of
LFC names, logos and copyrighted works on a variety of retail
products presents a further opportunity to generate revenues. As
our brand grows, we expect to pursue greater opportunities to
expand our licensing efforts through a more comprehensive licensing
program.
Competition
Competition for Viewers. The entertainment market in which
we operate has a limited fan base and is highly competitive. We
must compete for the time and attention of viewers with more
established content programming and entertainment value. We compete
on the basis of a number of factors, including quality of
experience, relevance, accessibility, perceptions of ad load, brand
awareness and reputation.
List of Competitors. Our events, we anticipate, caters to
a niche audience. Our audience, we anticipate, will consist
primarily of a mature audience with an appreciation of MMA and
contact sports and professional wrestling. We compete with athletic
events as well as mature audience entertainment. While we do pride
our business model on having an athletic appeal, we do not deem
ourselves as a conventional full contact sport, and our events are
designed as scripted fictional entertainment. For additional
details on risks related to competition for listeners, please refer
to the section entitled “Risk Factors.”
Our competitors include among others:
|
·
|
Sports Entertainment Providers. We compete on a national
basis primarily with World Wrestling Entertainment, Inc., and its
subsidiaries (collectively, the “WWE”) and Zuffa, LLC, the American
sports promotion company specializing in mixed martial arts and
parent company of the Ultimate Fighting Championship league
(collectively, the “UFC”). We will have to compete with WWE and the
UFC in many aspects of our business, including viewership,
application of mixed martial arts, access to arenas, the sale and
licensing of branded merchandise and distribution channels for our
televised programs. We also directly compete to find, hire and
retain talented performers. WWE and UFC has substantially greater
financial resources than we do, and already has an established fan
base and following, and are affiliated with television cable
networks on which WWE’s and UFC’s programs are aired. Other sources
of competition in our sports entertainment market are regional
promoters of wrestling events.
|
|
|
|
|
·
|
Television Network Scheduling. Conventional sports
channels may not accept us or may limit us to less popular time
slots. Because we are not a conventional sports league, and due to
the mature target audience for our events, mainstream sporting
channels may not accept us or may limit our events to mid-day, late
night or "half time" type channel slots, as opposed to prime-time
televised scheduling.
|
|
|
|
|
·
|
Other Forms of Media. We compete for the time and
attention of our listeners with providers of other forms of in-
home and mobile entertainment. We rely on having a modest but
growing YouTube® following. To the extent existing or potential
viewers choose to watch cable television, stream video from
on-demand services such as Netflix, Hulu, VEVO or YouTube or play
interactive video games on their home-entertainment system,
computer or mobile phone rather than view our LFC programming or
attend our live events, these content services pose a competitive
threat.
|
Government Regulation
Live
Events. In various states in the United States and some
foreign jurisdictions, athletic commissions and other applicable
regulatory agencies require fighting leagues to obtain licenses for
promoters, medical clearances and/or other permits or licenses for
performers and/or permits for events in order for us to promote and
conduct live events. Since we are scripted and not a full contact
competitive sport, we are not subject to such regulation. If rules
change or if our business structure changes or if we are perceived
as being an athletic full contact sport, we could become subject to
such regulation. In the event that we fail to comply with the
regulations of a particular jurisdiction, we may be prohibited from
promoting and conducting our live events in that jurisdiction. The
inability to present our live events over an extended period of
time or in a number of jurisdictions could lead to a decline in the
various revenue streams generated from our live events, which could
adversely affect our operating results.
Television
Programming. The production of television programming
by independent producers is not directly regulated by the federal
or state governments, but the marketplace for television
programming in the United States and internationally is
substantially affected by government regulations applicable to, as
well as social and political influences on, television stations,
television networks and cable and satellite television systems and
channels. We voluntarily designate the suitability of each of our
television shows using standard industry ratings. Changes in
governmental policy and private- sector perceptions could further
restrict our program content and adversely affect our levels of
viewership and operating results.
Online
Programming. The Company intends to conduct business on
the internet and will be subject to a number of foreign and
domestic laws and regulations relating to consumer protection,
information security, data protection and privacy, among other
things. Many of these laws and regulations are still evolving and
could be interpreted in ways that could harm our business. In the
area of information security and data protection, the laws in
several states require companies to implement specific information
security controls to protect certain types of information.
Likewise, all but a few states have laws in place requiring
companies to notify users if there is a security breach that
compromises certain categories of their information. Any failure on
our part to comply with these laws may subject us to significant
liabilities.
Intellectual Property
Trademarks and
Copyrights. We believe that intellectual property and
merchandising will be material to our business and we will expend
cost and effort in an attempt to develop and protect our
intellectual property and to maintain compliance vis-à-vis other
parties' intellectual property. A principal focus of our efforts is
to protect the intellectual property relating to our originally
created characters portrayed by our performers, which encompasses
images, likenesses, names and other identifying indicia of these
characters. We have registered the domain name www.lingeriefc.com
as our website. We currently do not have any registered trademarks.
We may, however, seek to register or assert common law rights with
respect to the names, terms, slogans, titles and event names we
have been using to date.
We anticipate some revenues from branding merchandise, apparel, and
particularly lingerie and swimwear using both our and other
licensed brands. To accomplish this, we will have to rely on a
combination of intellectual property rights, including trade
secrets, copyrights, trademarks, contractual restrictions,
technological measures and other methods. Further, we seek to
enforce our intellectual property rights by, among other things,
searching the internet to ascertain unauthorized use of our
intellectual property, seizing goods that feature unauthorized use
of our intellectual property and seeking restraining orders and/or
damages in court against individuals or entities infringing our
intellectual property rights. Our failure to curtail piracy,
infringement or other unauthorized use of our intellectual property
rights effectively, or our infringement of others' intellectual
property rights, could adversely affect our operating results. We
may be the subject of trademark and copyright infringements suits
from other companies that seek to protect their names or marks on
the basis of similarity or dilution, and no assurance can be made
that we will be able to defend such actions.
Employees
The Company has one employee, Shaun Donnelly, our Chief Executive
Officer and Chief Financial Officer. Cast and crew are hired on a
contract basis for each live event.
Available Information
Our website address is www.lingeriefc.com. We do not
intend our website address to be an active link or to otherwise
incorporate by reference the contents of the website into this
Report. The public may read and copy any materials the Company
files with the U.S. Securities and Exchange Commission (the “SEC”)
at the SEC’s Public Reference Room at 100 F Street, NE, Washington,
DC 20549. The public may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0030. The SEC
maintains an Internet website (http://www.sec.gov) that contains
reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC.
ITEM 1A. RISK FACTORS.
We are not required to provide this information as we are a smaller
reporting company.
ITEM 1B. UNRESOLVED STAFF
COMMENTS.
Not applicable.
ITEM 2. PROPERTIES.
We do not own or lease any property. Our mailing address is 6955
North Durango, Suite 1115-129, Las Vegas, NV, 89149, telephone
(702) 527-2942. Our website is www.lingeriefc.com.
ITEM 3. 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 4. MINE SAFETY
DISCLOSURES
Not Applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES.
(a) Market Information.
Our common stock trades on the OTC Pink under the symbol BOTY. The
former symbol for our common stock was OILL and, after the reverse
stock split, OILLD. The symbol was changed to BOTY on April 29,
2015.
(b) Holders
As of March 28, 2022, we had approximately 250 shareholders of our
common stock. Such number of record holders was derived from the
records maintained by our transfer agent, Island Stock Transfer.
This figure does not include those shareholders whose certificates
are held in the name of broker-dealers or other nominees.
(c) Dividends
We have never paid any cash dividends on our common shares, and we
do not anticipate that we will pay any dividends with respect to
those securities in the foreseeable future. Our current business
plan is to retain any future earnings to finance the expansion
development of our business. The payment of future cash dividends
is subject to the discretion of the Board of Directors and will
depend upon the Company's earnings (if any), general financial
condition, cash flows, capital requirements and other
considerations deemed relevant by the Board of Directors.
(d) Securities Authorized for Issuance under Equity
Compensation Plan
The following table summarizes the equity compensation plans under
which our securities have been or may be issued as of December 31,
2021.
Plan Category
|
|
Number of securities to
be issued
upon exercise
of outstanding options
and
warrants
|
|
|
Weighted-
average
exercise
price of
outstanding
options and
warrants
|
|
|
Number of securities remaining
available for
future issuance under equity compensation
plans
|
|
Equity compensation plans approved by security holders
|
|
|
0 |
|
|
$ |
0 |
|
|
|
0 |
|
Equity compensation plan not approved by security holders
|
|
|
0 |
|
|
$ |
0 |
|
|
|
0 |
|
At December 31, 2021, we did not have any equity compensation plans
that were not approved by stockholders.
Transfer Agent
Our transfer agent is VStock Transfer, LLC., 18 Lafayette Place
Woodmere, NY 11598. Their telephone number is (212) 828-8436.
Recent Sales of Unregistered Securities
During the year ended December 31, 2021, the Company issued
862,061,953 shares of common stock for the conversion of
convertible note of $139,132 and accrued interest of $167,920.
During the year ended December 31, 2021, the Company issued
267,438,920 shares of common stock for the exercise of 281,500,000
units of share purchase warrants.
During the year ended December 31, 2021, the Company issued
66,700,000 shares of common stock as commitment stock to a
noteholder under registration rights agreement in relations to the
filing of S-1.
Rule 10B-18 Transactions
During the year ended December 31, 2021, there were no repurchases
of the Company’s common stock by the Company.
ITEM 6.
[RESERVED]
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion of the results of our operations and
financial condition should be read in conjunction with our
financial statements and the related notes, which appear elsewhere
in this report. The following discussion includes forward-looking
statements. For a discussion of important factors that could cause
actual results to differ from results discussed in the
forward-looking statements, see "Forward Looking
Statements."
Overview
LFC is 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. As a result, we have ceased to be a shell company.
Effective as of April 1, 2015, we changed our name to "Lingerie
Fighting Championships, Inc.," (by virtue of the short form merger
with our new LFC subsidiary) to reflect our new business focus.
Results of Operations
Year ended December 31, 2021 as compared to the Year ended
December 31, 2020
Our operating results for the year ended December 31, 2021 and
December 31, 2020, and the changes between those periods for the
respective items are summarized as follows:
|
|
Year Ended
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
Changes
|
|
Statement of Operations Data:
|
|
2021
|
|
|
2020
|
|
|
Amount
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$ |
95,436 |
|
|
$ |
27,776 |
|
|
$ |
67,660 |
|
|
|
244 |
% |
Cost of services
|
|
|
(96,245 |
) |
|
|
(27,652 |
) |
|
|
(68,593 |
) |
|
|
248 |
% |
Gross profit (loss)
|
|
|
(809 |
) |
|
|
124 |
|
|
|
(933 |
) |
|
|
(752
|
%) |
Total operating expenses
|
|
|
(411,655 |
) |
|
|
(233,052 |
) |
|
|
(178,603 |
) |
|
|
77 |
% |
Other expense
|
|
|
(3,111,090 |
) |
|
|
(2,173,096 |
) |
|
|
(937,994 |
) |
|
|
43 |
% |
Net loss
|
|
$ |
(3,524,363 |
) |
|
$ |
(2,405,900 |
) |
|
$ |
(1,118,463 |
) |
|
|
46 |
% |
Revenues
We generated revenues of $95,436 and $27,776 for the year ended
December 31, 2021 and 2020, respectively. The Company’s revenue
derives from the development, promotion and distribution of our
live events, televised entertainment programming, sponsorship and
site subscription. The increase in revenues was attributed to an
increase in live event revenue and sponsorship revenue.
Cost of Services
We incurred total cost of services of $96,245 and $27,652 for the
year ended December 31, 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 $411,655 and $233,052 for
the year ended December 31, 2021 and 2020, respectively. The
increase in operating expenses was primarily due to the increase in
advertising expenses and stock based compensation expense.
Other Income (Expenses)
We incurred total other expense of $3,111,090 and $2,173,096 for
the year ended December 31, 2021 and 2020, respectively. The
increase in other expense was mainly attributed to an increase in
loss on changes in fair value of derivatives from the convertible
notes and warrants and an increase in accrued interest expenses
from convertible notes and promissory notes during the year ended
December 31, 2021.
Net Income (Loss)
We incurred net loss of $3,523,554 and $2,406,024 during the year
ended December 31, 2021 and 2020, respectively. The increase in our
net loss was mainly attributed to the increase in operating
expenses and other expense during the year ended December 31,
2021.
Liquidity and Capital Resources
|
|
December 31,
|
|
|
December 31,
|
|
|
Changes
|
|
Working Capital Data:
|
|
2021
|
|
|
2020
|
|
|
Amount
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
$ |
41,981 |
|
|
$ |
4,142 |
|
|
$ |
37,839 |
|
|
|
914 |
% |
Current Liabilities
|
|
$ |
6,840,790 |
|
|
$ |
5,883,009 |
|
|
|
957,781 |
|
|
|
16 |
% |
Working Capital Deficiency
|
|
$ |
(6,798,809 |
) |
|
$ |
(5,878,867 |
) |
|
|
(919,942 |
) |
|
|
16 |
% |
At December 31, 2021, we had a working capital deficiency of
$6,798,809 and an accumulated deficit of $11,721,142. 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 year ended December 31, 2021 and December 31,
2020:
|
|
Year Ended
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
Changes
|
|
Cash Flows Data:
|
|
2021
|
|
|
2020
|
|
|
Amount
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows used in Operating Activities
|
|
$ |
(265,661 |
) |
|
$ |
(78,915 |
) |
|
$ |
(186,746 |
) |
|
|
237 |
% |
Cash Flows provided by Financing Activities
|
|
|
296,000 |
|
|
|
39,350 |
|
|
|
256,650 |
|
|
|
652 |
% |
Net increase (decrease) in cash during period
|
|
$ |
30,339 |
|
|
$ |
(39,565 |
) |
|
$ |
69,904 |
|
|
|
(177
|
%) |
Cash Flows from Operating Activities
We have not generated positive cash flows from operating
activities.
During the year ended December 31, 2021, net cash flows used in
operating activities was $265,661, consisting of a net loss of
$3,523,554, decreased by loss on change in fair value of derivative
liabilities of $2,481,400, stock based compensation of $120,060,
amortization of debt discount of $462,701 and note conversion fee
$2,000 and net changes in operating assets and liabilities of
$191,732.
During the year ended December 31, 2020, net cash flows used in
operating activities was $78,915, consisting of a net loss of
$2,406,024, increased by accrued interest written off of $21,860,
and decreased by loss on change in fair value of derivative
liabilities of $1,922,876 and amortization of debt discount of
$118,934 and net changes in operating assets and liabilities of
$307,159.
Cash Flows from Investing Activities
There was no investing activities during the year ended December
31, 2021 and December 31, 2020.
Cash Flows from Financing Activities
During the year ended December 31, 2021, net cash provided by
financing activities was $296,000 attributed to proceeds from the
issuance of promissory notes.
During the year ended December 31, 2020, net cash provided by
financing activities was $39,350 consists of proceeds from the
issuance of convertible notes of $216,100, offset by repayment to
related party of $1,750 and repayment of convertible notes and
redemption of warrants of $175,000.
Off-Balance Sheet
Arrangements
As of December 31, 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.
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.
Income Taxes
The Company accounts for income taxes pursuant to FASB ASC 740
“Income Taxes”. Pursuant to ASC 740 deferred income taxes
are provided on a liability method whereby deferred tax assets are
recognized for deductible temporary differences, and operating loss
carryforwards and deferred tax liabilities are recognized for
taxable temporary differences. Temporary differences are the
differences between the reported amounts of assets and liabilities
and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely
than not that some portion or all of the deferred tax assets will
not be realized. The provision for income taxes represents the tax
expense for the period, if any, and the change during the period in
deferred tax assets and liabilities. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and
rates on the date of enactment.
ASC 740 also provides criteria for the recognition, measurement,
presentation and disclosure of uncertain tax positions. Under ASC
740, the impact of an uncertain tax position on the income tax
return may only be recognized at the largest amount that is
more-likely-than-not to be sustained upon audit by the relevant
taxing authority.
Recent accounting pronouncements
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.
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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISKS.
We do not hold any derivative instruments and do not engage in any
hedging activities.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA.
INDEX TO CONSOLIDATED FINANCIAL
STATEMENTS
Report of Independent Registered Public Accounting
Firm
To the shareholders and the board of directors of Lingerie Fighting
Championships, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Lingerie
Fighting Championships, Inc. (the "Company") as of December 31,
2021 and 2020, the related statements of operations, stockholders'
equity (deficit), and cash flows for the years then ended, and the
related notes (collectively referred to as the "financial
statements"). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the
Company as of December 31, 2021 and 2020, and the results of its
operations and its cash flows for the years then ended, in
conformity with accounting principles generally accepted in the
United States.
Substantial Doubt about the Company’s Ability to Continue
as a Going Concern
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note 3 to the financial statements, the Company’s significant
operating losses raise substantial doubt about its ability to
continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the
Company's financial statements based on our audit. We are a public
accounting firm registered with the Public Company Accounting
Oversight Board (United States) ("PCAOB") and are required to be
independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial
reporting. As part of our audits we are required to obtain an
understanding of internal control over financial reporting but not
for the purpose of expressing an opinion on the effectiveness of
the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audit also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audit provides a reasonable basis
for our opinion.
Critical Audit Matter
Critical audit matters are matters arising from the current-period
audit of the financial statements that were communicated or
required to be communicated to the audit committee and that (1)
relate to accounts or disclosures that are material to the
financial statements and (2) involved our especially challenging,
subjective, or complex judgments.
We
determined that there are no critical audit matters.
/s/ BF Borgers CPA PC
BF Borgers CPA PC
We
have served as the Company's auditor since 2018
Lakewood, CO
March 29, 2022
LINGERIE FIGHTING CHAMPIONSHIPS,
INC.
BALANCE SHEETS
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
34,481 |
|
|
$ |
4,142 |
|
Prepaid expenses
|
|
|
7,500 |
|
|
|
- |
|
Total Current Assets
|
|
|
41,981 |
|
|
|
4,142 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$ |
20,849 |
|
|
$ |
65,108 |
|
Accounts payable - related party
|
|
|
465,168 |
|
|
|
388,668 |
|
Accrued interest payable
|
|
|
231,839 |
|
|
|
287,429 |
|
Promissory notes, net of $89,183 and $0 debt discount,
respectively
|
|
|
250,817 |
|
|
|
- |
|
Convertible notes, net of $0 and $211,884 debt discount,
respectively
|
|
|
549,010 |
|
|
|
531,674 |
|
Derivative liabilities
|
|
|
5,323,107 |
|
|
|
4,610,130 |
|
Total Current Liabilities
|
|
|
6,840,790 |
|
|
|
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, 3,535,302,536 and 2,339,101,663 shares issued and
outstanding, respectively
|
|
|
3,535,303 |
|
|
|
2,339,102 |
|
Additional paid-in capital (deficiency)
|
|
|
1,387,030 |
|
|
|
(20,381 |
) |
Accumulated deficit
|
|
|
(11,721,142 |
) |
|
|
(8,197,588 |
) |
Total stockholders' deficit
|
|
|
(6,798,809 |
) |
|
|
(5,878,867 |
) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
$ |
41,981 |
|
|
$ |
4,142 |
|
The accompanying notes are an integral part of these financial
statements.
LINGERIE FIGHTING CHAMPIONSHIPS,
INC.
STATEMENTS OF OPERATIONS
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
Revenue
|
|
$ |
95,436 |
|
|
$ |
27,776 |
|
Cost of services
|
|
|
96,245 |
|
|
|
27,652 |
|
GROSS PROFIT (LOSS)
|
|
|
(809 |
) |
|
|
124 |
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
124,645 |
|
|
|
52,302 |
|
Professional fees
|
|
|
167,010 |
|
|
|
60,750 |
|
Management salaries
|
|
|
120,000 |
|
|
|
120,000 |
|
Total Operating Expenses
|
|
|
411,655 |
|
|
|
233,052 |
|
|
|
|
|
|
|
|
|
|
OPERATING LOSS
|
|
|
(412,464 |
) |
|
|
(232,928 |
) |
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(626,690 |
) |
|
|
(272,080 |
) |
Loss on change in fair value of derivative liabilities
|
|
|
(2,481,400 |
) |
|
|
(1,922,876 |
) |
Accrued interest written off
|
|
|
- |
|
|
|
21,860 |
|
Total Other Expense
|
|
$ |
(3,111,090 |
) |
|
$ |
(2,173,096 |
) |
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
$ |
(3,523,554 |
) |
|
$ |
(2,406,024 |
) |
|
|
|
|
|
|
|
|
|
Basic and Diluted Loss per Common Share
|
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
Basic and Diluted Weighted Average Shares of Common Stock
Outstanding
|
|
|
2,976,633,298 |
|
|
|
2,539,232,818 |
|
The accompanying notes are an integral part of these financial
statements.
LINGERIE FIGHTING CHAMPIONSHIPS,
INC.
STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE YEAR ENED DECEMBER 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
) |
Repayment of convertible notes and redemption of warrants
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
881,161 |
|
|
|
- |
|
|
|
881,161 |
|
Shares of common stock issued for conversion of debts
|
|
|
317,919,774 |
|
|
|
317,920 |
|
|
|
- |
|
|
|
- |
|
|
|
(222,544 |
) |
|
|
- |
|
|
|
95,376 |
|
Derivative liabilities reclass to Additional paid-in capital due to
conversion
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(82,659 |
) |
|
|
- |
|
|
|
(82,659 |
) |
Net loss
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(2,406,024 |
) |
|
|
(2,406,024 |
) |
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
|
|
|
862,061,953 |
|
|
|
862,062 |
|
|
|
- |
|
|
|
- |
|
|
|
(553,008 |
) |
|
|
- |
|
|
|
309,054 |
|
Shares of common stock issued for exercise of warrants
|
|
|
267,438,920 |
|
|
|
267,439 |
|
|
|
- |
|
|
|
- |
|
|
|
(267,439 |
) |
|
|
- |
|
|
|
- |
|
Commitment stock issued under registration rights agreement
|
|
|
66,700,000 |
|
|
|
66,700 |
|
|
|
- |
|
|
|
- |
|
|
|
53,360 |
|
|
|
- |
|
|
|
120,060 |
|
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
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
2,064,422 |
|
|
|
- |
|
|
|
2,064,422 |
|
Net loss
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(3,523,554 |
) |
|
|
(3,523,554 |
) |
Balance - December 31, 2021
|
|
|
3,535,302,536 |
|
|
$ |
3,535,303 |
|
|
|
51 |
|
|
$ |
- |
|
|
$ |
1,387,030 |
|
|
$ |
(11,721,142 |
) |
|
$ |
(6,798,809 |
) |
The accompanying notes are an integral part of these financial
statements
LINGERIE FIGHTING CHAMPIONSHIPS,
INC.
STATEMENTS OF CASH FLOWS
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2021
|
|
|
2020
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
Net loss
|
|
$ |
(3,523,554 |
) |
|
$ |
(2,406,024 |
) |
Adjustments to reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
Loss on change in fair value of derivative liabilities
|
|
|
2,481,400 |
|
|
|
1,922,876 |
|
Stock based compensation
|
|
|
120,060 |
|
|
|
- |
|
Amortization of debt discount
|
|
|
462,701 |
|
|
|
118,934 |
|
Accrued interest written off
|
|
|
- |
|
|
|
(21,860 |
) |
Note conversion fee
|
|
|
2,000 |
|
|
|
- |
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Prepaid expense
|
|
|
(7,500 |
) |
|
|
- |
|
Accounts payable - related party
|
|
|
76,500 |
|
|
|
89,400 |
|
Accounts payable and accrued liabilities
|
|
|
(44,258 |
) |
|
|
64,614 |
|
Accrued interest payable
|
|
|
166,990 |
|
|
|
153,145 |
|
Net cash used in operating activities
|
|
|
(265,661 |
) |
|
|
(78,915 |
) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Repayment to related party
|
|
|
- |
|
|
|
(1,750 |
) |
Proceeds from convertible debts
|
|
|
- |
|
|
|
216,100 |
|
Repayment of convertible notes and redemption of warrants
|
|
|
- |
|
|
|
(175,000 |
) |
Proceeds from promissory notes
|
|
|
296,000 |
|
|
|
- |
|
Net cash provided by financing activities
|
|
|
296,000 |
|
|
|
39,350 |
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
30,339 |
|
|
|
(39,565 |
) |
Cash and cash equivalents - beginning of period
|
|
|
4,142 |
|
|
|
43,707 |
|
Cash and cash equivalents - end of period
|
|
$ |
34,481 |
|
|
$ |
4,142 |
|
|
|
|
|
|
|
|
|
|
Supplemental Cash Flow Disclosures
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$ |
- |
|
|
$ |
- |
|
Cash paid for income taxes
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
NON-CASH INVESTING AND FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Debt discount from derivative liabilities
|
|
$ |
296,000 |
|
|
$ |
256,000 |
|
Derivative liabilities reclass to additional paid-in capital due to
note conversion, warrant exercise and note written off
|
|
$ |
2,064,422 |
|
|
$ |
82,659 |
|
Shares of common stock issued for conversion of debt and accrued
interest
|
|
$ |
862,062 |
|
|
$ |
95,376 |
|
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 financial
statements.
LINGERIE FIGHTING CHAMPIONSHIPS,
INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 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 financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in the
United States of America and are presented in US dollars. The
Company uses the accrual basis of accounting and has adopted a
December 31 fiscal year end.
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 $34,481 and $4,142 in cash and cash equivalents as
at December 31, 2021 and December 31, 2020, respectively.
Prepaid Expense
Prepaid expenses relate to prepayment made for future services in
advance that will be expensed over time as the benefit of the
services is received in the future expected within one year.
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’s revenue derives from the development, promotion and
distribution of live events and televised entertainment programming
and also through sponsorship and site subscription. For the year
ended December 31, 2021 and 2020, the Company recognized revenue of
$95,436 and $27,776 and incurred cost of sales of $96,245 and
$27,652, resulting in gross loss and of $809 and gross profit of
$124, respectively.
|
|
Year Ended
|
|
|
|
December 31,
|
|
Revenue
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
Live events and site subscription
|
|
$ |
68,474 |
|
|
$ |
27,776 |
|
Sponsorship
|
|
|
26,962 |
|
|
|
- |
|
Total Revenue
|
|
$ |
95,436 |
|
|
$ |
27,776 |
|
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 year ended December 31, 2021 and 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.
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
(Shares)
|
|
|
(Shares)
|
|
Convertible notes payable
|
|
|
1,220,824,879 |
|
|
|
10,031,194,872 |
|
Warrants
|
|
|
4,685,416,666 |
|
|
|
3,300,000,000 |
|
|
|
|
5,906,241,545 |
|
|
|
13,331,194,872 |
|
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.
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
December 31, 2021 and December 31, 2020, measured at fair value on
a recurring basis:
December 31, 2021
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
None
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities
|
|
|
- |
|
|
|
- |
|
|
|
5,323,107 |
|
|
|
5,323,107 |
|
December 31, 2020
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
None
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities
|
|
|
- |
|
|
|
- |
|
|
|
4,610,130 |
|
|
|
4,610,130 |
|
Income Taxes
The Company accounts for income taxes pursuant to FASB ASC 740
“Income Taxes”. Pursuant to ASC 740 deferred income taxes
are provided on a liability method whereby deferred tax assets are
recognized for deductible temporary differences, and operating loss
carryforwards and deferred tax liabilities are recognized for
taxable temporary differences. Temporary differences are the
differences between the reported amounts of assets and liabilities
and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely
than not that some portion or all of the deferred tax assets will
not be realized. The provision for income taxes represents the tax
expense for the period, if any, and the change during the period in
deferred tax assets and liabilities. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and
rates on the date of enactment.
ASC 740 also provides criteria for the recognition, measurement,
presentation and disclosure of uncertain tax positions. Under ASC
740, the impact of an uncertain tax position on the income tax
return may only be recognized at the largest amount that is
more-likely-than-not to be sustained upon audit by the relevant
taxing authority.
Recent Accounting
Pronouncements
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.
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
December 31, 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 year ended December 31, 2021, the Company issued
862,061,953 shares of common stock for the conversion of
convertible note of $139,132 and accrued interest of $167,920.
During the year ended December 31, 2021, the Company issued
267,438,920 shares of common stock for the exercise of 281,500,000
units of share purchase warrants.
During the year ended December 31, 2021, the Company issued
66,700,000 shares of common stock as commitment stock to a
noteholder under registration rights agreement in relations to the
filing of S-1.
As of December 31, 2021 and December 31, 2020, the shares of common
stock issued and outstanding was 3,535,302,536 and 2,339,101,663,
respectively.
NOTE 5 - WARRANTS
During the year ended December 31, 2021, in conjunction with the
issuance of promissory notes, the Company issued 400,000,000 units
of common stock purchase warrants, exercisable for five years from
issuance at weighted average exercise price of $0.0004 per
share.
The below table summarizes the activity of warrants exercisable for
shares of common stock during the year ended December 31, 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
|
|
|
400,000,000 |
|
|
|
0.0002 |
|
Redeemed
|
|
|
- |
|
|
|
- |
|
Exercised
|
|
|
(281,500,000 |
) |
|
|
0.0003 |
|
Forfeited
|
|
|
- |
|
|
|
- |
|
Balances as of December 31, 2021
|
|
|
5,556,666,666 |
|
|
$ |
0.0001 |
|
During the year ended December 31, 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 year ended December 31, 2021 and 2020:
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2021
|
|
|
2020
|
|
Exercise price
|
|
$0.0001 - $0.0008
|
|
|
$0.0001 - $0.0003
|
|
Expected term
|
|
3.79 years
|
|
|
4.61 - 4.81 years
|
|
Expected average volatility
|
|
350% - 417
|
%
|
|
343% - 402
|
%
|
Expected dividend yield
|
|
|
- |
|
|
|
- |
|
Risk-free interest rate
|
|
0.18% - 1.26
|
%
|
|
0.16% - 0.44
|
%
|
The following table summarizes information relating to outstanding
and exercisable warrants as of December 31, 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
|
|
|
5,556,666,666
|
|
|
|
3.79 |
|
|
$ |
0.0001 |
|
|
|
5,556,666,666 |
|
|
$ |
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 December 31, 2021 for those warrants for
which the quoted market price was in excess of the exercise price
(“in-the-money” warrants). As of December 31, 2021, the aggregate
intrinsic value of warrants outstanding was approximately
$3,748,333 based on the closing market price of $0.0008 on December
31, 2021.
The Company determined that the warrants qualify for derivative
accounting as a result of the related issuance of the convertible
notes. As of December 31, 2021 and December 31, 2020, the Company
valued the fair value on the 5,456,666,666 units and 5,438,166,666
units of common stock purchase warrants granted at $4,444,017 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. 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 $248,077 of
debt discount amortization for the year ended December 31, 2021. As
of December 31, 2021, the note is presented at $248,077, net of
debt discount of $51,923.
On December 6, 2021, the Company entered into an agreement with
Auctus Fund, LLC to issue a senior secured promissory note of
$40,000 to the unrelated party, which bears interest at 12% of the
principal amount. The promissory note matures on December 6, 2022.
In conjunction with the convertible note, the Company issued first
common stock purchased warrants to purchase 50,000,000 shares of
common stock, exercisable for five years from issuance at $0.0008
per share and second common stock purchased warrants to purchase
50,000,000 shares of common stock, exercisable for five years form
issuance at $0.0008 per share which will be automatically expired
in the event that the Company repays the convertible promissory
notes prior to its maturity date. (See Note 5) The note was
discounted for original issued discount of $9,000 and a derivative
on warrants of $31,000 for an aggregate discount of $40,000, which
is being amortized over the life of the note using the effective
interest method resulting in $2,740 of debt discount amortization
for the year ended December 31, 2021. As of December 31, 2021, the
note is presented at $2,740, net of debt discount of $37,260.
During the year ended December 31, 2021, interest expense of
$33,008 was incurred on the promissory notes. As of December 31,
2021, accrued interest payable on the promissory note was
$33,008.
NOTE 7 - CONVERTIBLE NOTES
The Company had the following unsecured convertible notes payable
as at December 31, 2021 and December 31, 2020:
|
|
December 31,
2021
|
|
|
December 31,
2020
|
|
|
|
|
|
|
|
|
Convertible Promissory Notes to Auctus Fund
|
|
$ |
549,010 |
|
|
$ |
476,258 |
|
Convertible Promissory Notes to Tangiers
|
|
|
- |
|
|
|
23,801 |
|
Convertible Promissory Notes to Denali
|
|
|
- |
|
|
|
31,615 |
|
Total Convertible Debts
|
|
$ |
549,010 |
|
|
$ |
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 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 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.
During the year ended December 31, 2020, accrued interest of
$12,717 were converted into 317,919,774 shares of common stock.
During the year ended December 31, 2021, principal of $3,746 and
accrued interest of $5,834 were converted into 239,266,512 shares
of common stock.
As of December 31, 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 year ended December 31, 2021, principal of $76,750 and
accrued interest of $83,128 were converted into 288,590,075 shares
of common stock.
As of December 31, 2021, the notes were fully paid off through the
issuance of common stock.
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 December 31, 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.
During the year ended December 31, 2021, principal of $58,636 and
accrued interest of $52,583 were converted into 166,178,366 shares
of common stock.
As of December 31, 2021, the notes were fully paid off through the
issuance of common stock.
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.
During the year ended December 31, 2021, accrued interest of
$26,384 were converted into 168,027,000 shares of common stock.
As of December 31, 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 December 31, 2021, 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 $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 December 31, 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 December 31, 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 December 31, 2021, the note is presented net of a debt
discount of $31,000.
This note is currently in default.
Auctus#10
On November 2, 2020, the Company entered into an agreement with
Auctus Fund, LLC to issue a convertible promissory note of $225,000
to the unrelated party, which bears interest at 12% of the
principal amount. 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 December 31, 2021, the note is presented net of a debt
discount of $225,000.
This note is currently in default.
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 year ended December 31, 2021, principal amount of
$23,801 and accrued interest of $29,403 were written off.
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 year ended December 31, 2021, principal amount of
$31,615 and accrued interest of $25,257 were written off.
Accrued interest on
convertible notes
During the year ended December 31, 2021 and 2020, interest expense
of $133,981 and $153,146 was incurred on convertible notes,
respectively. During the year ended December 31, 2021, accrued
interest of $54,660 was written off and accrued interest of
$167,920 was converted to common shares. As of December 31, 2021
and December 31, 2020, accrued interest payable on convertible
notes was $198,831 and $287,430, respectively.
Summary of
Conversions
During the year ended December 31, 2021, the Company issued
862,061,953 shares of common stock for the conversion of
convertible note of $139,132 and accrued interest of $167,920
During the year ended December 31, 2020, the Company issued
317,919,774 shares of common stock for conversion of convertible
note accrued interest of $12,717.
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 December 31, 2021:
Balance - December 31, 2020
|
|
$ |
4,610,130 |
|
Reduction of derivative liabilities from conversion of convertible
notes
|
|
|
(1,286,057 |
) |
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
|
|
|
296,000 |
|
Addition of new derivatives liabilities recognized as day one loss
on warrants
|
|
|
385,964 |
|
Loss on change in fair value of the derivative
|
|
|
2,095,436 |
|
Balance - December 31, 2021
|
|
$ |
5,323,107 |
|
The following table summarizes the loss on derivative liability
included in the income statement for the year ended December 31,
2021 and 2020, respectively.
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2021
|
|
|
2020
|
|
Day one loss due to derivative liabilities on convertible notes
|
|
$ |
|
|
|
$ |
(159,280 |
) |
Day one loss due to derivative liabilities on warrants
|
|
|
(385,964 |
) |
|
|
(253,849 |
) |
Loss on change in fair value of derivative liabilities on
convertible notes and warrants
|
|
|
(2,095,436 |
) |
|
|
(1,509,747 |
) |
Loss on change in fair value of derivative liabilities
|
|
$ |
(2,481,400 |
) |
|
$ |
(1,922,876 |
) |
The table below shows the Black-Scholes option-pricing model inputs
used by the Company to value the derivative liability at each
measurement date:
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2021
|
|
|
2020
|
|
Expected term
|
|
|
- |
|
|
0.61 - 0.89 years
|
|
Expected average volatility
|
|
95% - 472
|
%
|
|
172% - 391
|
%
|
Expected dividend yield
|
|
|
- |
|
|
|
- |
|
Risk-free interest rate
|
|
0.03% - 0.97
|
%
|
|
0.10% 0.12
|
%
|
NOTE 9 - RELATED PARTY TRANSACTIONS
During the year ended December 31, 2021, the Company accrued
$120,000 of salary payable to the Director of the Company and paid
$43,500 owing to him for the accrued salaries.
During the year ended December 31, 2020, the Company accrued
$120,000 of salary payable to the Director of the Company and paid
$30,600 owing to him for the accrued salaries.
As of December 31, 2021 and December 31, 2020, amount due to the
related party was $465,168 and $388,668, respectively.
NOTE 10 - INCOME TAX
The Company provides for income taxes under ASC 740, “Income
Taxes.” Under the asset and liability method of ASC 740,
deferred tax assets and liabilities are recorded based on the
differences between the financial statement and tax basis of assets
and liabilities and the tax rates in effect when these differences
are expected to reverse. A valuation allowance is provided for
certain deferred tax assets if it is more likely than not that the
Company will not realize tax assets through future operations.
The components of the Company’s deferred tax asset and
reconciliation of income taxes computed at the statutory rate to
the income tax amount recorded as of December 31, 2021 and 2020,
are as follows:
|
|
December 31,
2021
|
|
|
December 31,
2020
|
|
Net operating loss carryforward
|
|
$ |
3,083,362 |
|
|
$ |
2,700,062 |
|
Statutory tax Rate
|
|
|
21 |
% |
|
|
21 |
% |
Deferred tax asset
|
|
|
647,506 |
|
|
|
567,013 |
|
Less: Valuation allowance
|
|
|
(647,506 |
) |
|
|
(567,013 |
) |
Net deferred assets
|
|
$ |
- |
|
|
$ |
- |
|
As of December 31, 2021, the Company had approximately $3 million
in net operating losses (“NOLs”) that may be available to offset
future taxable income, which begin to expire between 2034 and 2037.
NOLs generated in tax years prior to December 31, 2017, can be
carryforward for twenty years, whereas NOLs generated after
December 31, 2017 can be carryforward indefinitely. In accordance
with Section 382 of the U.S. Internal Revenue Code, the usage of
the Company’s net operating loss carry forwards is subject to
annual limitations following greater than 50% ownership changes.
Tax returns for the years ended 2014 through 2021 are subject to
review by the tax authorities.
NOTE 11 - 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
December 31, 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 12 - SUBSEQUENT EVENTS
In accordance with ASC 855-10, the Company has analyzed its
operations subsequent to the December 31, 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.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND
PROCEDURES
Disclosure Controls and Procedures
As required by Rule 13a-15 under the Securities Exchange Act of
1934, we have carried out an evaluation of the effectiveness of our
disclosure controls and procedures as of the end of the period
covered by this annual report, being December 31, 2021. This
evaluation was carried out under the supervision and with the
participation of our management, including our President and Chief
Financial Officer (our principal executive officer and principal
accounting officer).
Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to
be disclosed in our reports filed or submitted under the Securities
Exchange Act of 1934 is recorded, processed, summarized and
reported, within the time periods specified in the Securities and
Exchange Commission’s rules and forms. Disclosure controls and
procedures include controls and procedures designed to ensure that
information required to be disclosed in our company’s reports filed
under the Securities Exchange Act of 1934 is accumulated and
communicated to management, including our President and Chief
Financial Officer, to allow timely decisions regarding required
disclosure.
Based upon that evaluation, including our President and Chief
Financial Officer, we have concluded that our disclosure controls
and procedures were ineffective as of the end of the period covered
by this annual report.
Management’s Report on Internal Control over Financial
Reporting
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined in
Rule 13a-15(f) under the Securities Exchange Act of 1934).
Management has assessed the effectiveness of our internal control
over financial reporting as of December 31, 2021 based on criteria
established in Internal Control-Integrated Framework 2013 issued by
the Committee of Sponsoring Organizations of the Treadway
Commission. As a result of this assessment, management concluded
that, as of December 31, 2021, our internal control over financial
reporting was not effective. Our management identified the
following material weaknesses in our internal control over
financial reporting, which are indicative of many small companies
with small staff: (i) inadequate segregation of duties and
effective risk assessment; and (ii) insufficient written policies
and procedures for accounting and financial reporting with respect
to the requirements and application of both US GAAP and SEC
guidelines.
We plan to take steps to enhance and improve the design of our
internal control over financial reporting. During the period
covered by this annual report on Form 10-K, we have not been able
to remediate the material weaknesses identified above. To remediate
such weaknesses, we hope to implement the following changes during
our fiscal year ending December 31, 2022: (i) appoint additional
qualified personnel to address inadequate segregation of duties and
ineffective risk management; and (ii) adopt sufficient written
policies and procedures for accounting and financial reporting. The
remediation efforts set out in (i) and (ii) are largely dependent
upon our securing additional financing to cover the costs of
implementing the changes required. If we are unsuccessful in
securing such funds, remediation efforts may be adversely affected
in a material manner.
This annual report does not include an attestation report of our
registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to
attestation by our registered public accounting firm because as a
smaller reporting company we are not subject to Section 404(b) of
the Sarbanes‑Oxley Act of 2002.
Changes in Internal Control Over Financial Reporting
There were no changes in our company’s internal control over
financial reporting during the quarter ended December 31, 2021 that
have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
Limitations on the Effectiveness of Internal Controls
Our management, which consists of our sole officer, does not expect
that our disclosure controls and procedures or our internal control
over financial reporting are or will be capable of preventing or
detecting all errors or all fraud. Any control system, no matter
how well designed and operated, can provide only reasonable, not
absolute, assurance that the control system’s objectives will be
met. The design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must
be considered relative to their costs. Further, because of the
inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that misstatements, due to
error or fraud will not occur or that all control issues and
instances of fraud, if any, within the company have been detected.
These inherent limitations include the realities that judgments in
decision-making can be faulty and that breakdowns may occur because
of simple error or mistake. Controls can also be circumvented by
the individual acts of some persons, by collusion of two or more
people, or by management override of controls. The design of any
system of controls is based in part on certain assumptions about
the likelihood of future events, and there can be no assurance that
any design will succeed in achieving its stated goals under all
potential future conditions. Projections of any evaluation of
controls effectiveness to future periods are subject to risk.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
The Board of Directors and Executive Officers of the Company
The following table and text sets forth the names and ages of all
our directors and executive officers and our key management
personnel as of the date hereof. All of our directors serve until
the next annual meeting of stockholders and until their successors
are elected and qualified, or until their earlier death,
retirement, resignation or removal. Executive officers serve at the
discretion of the Board of Directors.
Name
|
|
Age
|
|
Position
|
Shaun Donnelly
|
|
53
|
|
Chief Executive Officer, Chief Financial Officer and Director
|
Set forth below is a brief description of the background and
business experience of our sole officer and director.
Shaun Donnelly, age 53, Chief Executive Officer,
Director
Mr. Donnelly is an entertainment industry veteran who has created,
produced and directed television series for such networks as Starz,
AMI, ITV, Playboy TV, UKTV and YouToo. Mr. Donnelly served as LFC’s
chief executive officer and sole director of LFC since its
inception on July 21, 2014, and from April 2013 to July 2014, Mr.
Donnelly operated a business similar to LFC's as a sole
proprietorship, during which time he produced two events. Since
2005, Mr. Donnelly has served as the head of Canada’s Mind Engine
Entertainment, where he has produced several feature films
including the recently completed “Gone By Dawn.” Prior to getting
into TV and film, Mr. Donnelly worked in the advertising industry
where, in 1993, he founded Stormedia Communications, an
Edmonton-based ad agency that specialized in oil and gas clients.
He also published the literary digest Writer's Block Magazine for
seven years and has worked as a writer and columnist for numerous
magazines and newspapers. Mr. Donnelly attended Grant MacEwan
University where he earned diplomas in Advertising & Public
Relations and Audio Visual Communications. Mr. Donnelly does not
believe that his duties with Mind Engine Entertainment will
interfere with his duties as our chief executive officer.
Family Relationships
Since Mr. Donnelly is our sole officer and director, there are no
family relationships between any of our officers or directors.
Compliance with Section 16(A) of the Exchange
Act
Section 16(a) of the Exchange Act requires the Company’s directors,
executive officers and persons who beneficially own 10% or more of
a class of securities registered under Section 12 of the Exchange
Act to file reports of beneficial ownership and changes in
beneficial ownership with the SEC. Directors, executive officers
and greater than 10% stockholders are required by the rules and
regulations of the SEC to furnish the Company with copies of all
reports filed by them in compliance with Section 16(a).
Based solely on our review of certain reports filed with the
Securities and Exchange Commission pursuant to Section 16(a) of the
Securities Exchange Act of 1934, as amended, the reports required
to be filed with respect to transactions in our common stock during
the fiscal year ended December 31, 2021, were timely.
Board Committees
We have no audit, compensation or nominating committee. The
functions of these committees are performed by our sole director.
We do not have any independent directors.
Code of Ethics
We have not adopted a code of ethics as of the date of this
report.
Legal Proceedings
To the best of our knowledge, none of our directors or executive
officers has, during the past ten years:
|
·
|
been convicted in a criminal proceeding or been subject to a
pending criminal proceeding (excluding traffic violations and other
minor offenses);
|
|
|
|
|
·
|
had any bankruptcy petition filed by or against the business or
property of the person, or of any partnership, corporation or
business association of which he was a general partner or executive
officer, either at the time of the bankruptcy filing or within two
years prior to that time;
|
|
|
|
|
·
|
been subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction or federal or state authority, permanently or
temporarily enjoining, barring, suspending or otherwise limiting,
his involvement in any type of business, securities, futures,
commodities, investment, banking, savings and loan, or insurance
activities, or to be associated with persons engaged in any such
activity;
|
|
·
|
been found by a court of competent jurisdiction in a civil action
or by the Securities and Exchange Commission or the Commodity
Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been
reversed, suspended, or vacated;
|
|
|
|
|
·
|
been the subject of, or a party to, any federal or state judicial
or administrative order, judgment, decree, or finding, not
subsequently reversed, suspended or vacated (not including any
settlement of a civil proceeding among private litigants), relating
to an alleged violation of any federal or state securities or
commodities law or regulation, any law or regulation respecting
financial institutions or insurance companies including, but not
limited to, a temporary or permanent injunction, order of
disgorgement or restitution, civil money penalty or temporary or
permanent cease-and-desist order, or removal or prohibition order,
or any law or regulation prohibiting mail or wire fraud or fraud in
connection with any business entity; or
|
|
|
|
|
·
|
been the subject of, or a party to, any sanction or order, not
subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Exchange Act),
any registered entity (as defined in Section 1(a)(29) of the
Commodity Exchange Act), or any equivalent exchange, association,
entity or organization that has disciplinary authority over its
members or persons associated with a member.
|
Except as set forth in our discussion below in “Certain
Relationships and Related Transactions,” none of our directors or
executive officers has been involved in any transactions with us or
any of our directors, executive officers, affiliates or associates
which are required to be disclosed pursuant to the rules and
regulations of the Commission.
ITEM 11. EXECUTIVE
COMPENSATION.
The following summary compensation table indicates the cash and
non-cash compensation earned during the years ended December 31,
2021 and 2020 by each person who served as chief executive officer
and chief financial officer during the year ended December 31,
2021.
SUMMARY COMPENSATION TABLE
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards ($)
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shaun Donnelly, Chief Executive Officer,
|
|
2021
|
|
$ |
120,000 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
120,000 |
|
Chief Financial Officer and Director (1)
|
|
2020
|
|
$ |
120,000 |
|
|
|
-- |
|
|
$ |
-- |
|
|
$ |
120,000 |
|
____________
|
1.
|
Mr. Donnelly accrued compensation at the rate of $10,000 per month.
On September 3, 2016, Mr. Donnelly was issued 51 Series A preferred
shares valued at $42,669.
|
Executive Employment Contracts
The Company entered into an employment agreement dated October 1,
2016 with Shaun Donnelly. Pursuant to the agreement, Mr. Donnelly
will continue to be employed as Chief Executive Officer of the
Company. The initial term of the Employment Agreement is for a
period of twelve (12) months (the “Initial Term”).
During the Initial Term, the Company will pay Mr. Donnelly a
monthly base compensation of $10,000. The base salary shall accrue
each month when due to Mr. Donnelly pursuant to the terms as stated
in the Employment Agreement, it being understood that the Company
may refrain from making cash payment of the base salary to Mr.
Donnelly for those months in which the Company does not have the
cash and/or funds available to satisfy the base salary obligation
to Mr. Donnelly. All amounts of base salary that remain unpaid but
due and owing to Mr. Donnelly at the end of each calendar month
shall accrue or may be converted into shares of the Company’s
common stock.
Effective September 30, 2017, the Company and Mr. Donnelly entered
into an amendment to the Employment Agreement. Pursuant to the
terms of the amendment, the employment contact term is for a twelve
month term, which term shall automatically renew yearly for an
additional twelve (12) month term unless agreement is terminated in
writing by Company within thirty (30) days of expiration of term.
In addition, the amendment also adds the responsibility and duty of
Chief Financial Officer to Mr. Donnelly.
Compensation of Directors
Currently, members of our Board of Directors receive no
compensation.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
The following table sets forth, as of March 28, 2022, certain
information with respect to the beneficial ownership of our common
stock by each shareholder known by us to be the beneficial owner of
more than 5% of our Common Stock and by each of our current
directors and executive officers. Each person has sole voting and
investment power with respect to the shares of Common Stock, except
as otherwise indicated.
Under the rules of the Securities and Exchange Commission, a person
is deemed to be a beneficial owner of a security if that person has
or shares voting power, which includes the power to vote or direct
the voting of the security, or investment power, which includes the
power to vote or direct the voting of the security. The person is
also deemed to be a beneficial owner of any security of which that
person has a right to acquire beneficial ownership within 60 days.
Under the Securities and Exchange Commission rules, more than one
person may be deemed to be a beneficial owner of the same
securities, and a person may be deemed to be a beneficial owner of
securities as to which he or she may not have any pecuniary
beneficial interest.
Shares of Common Stock which an individual or group has a right to
acquire within 60 days pursuant to the exercise or conversion of
options are deemed to be outstanding for the purpose of computing
the percentage ownership of such individual or group, but are not
deemed to be outstanding for the purpose of computing the
percentage ownership of any other person shown in the table
below.
Name of Beneficial Owner (1)
|
|
Shares of
Series A
Preferred (3)
|
|
|
Percent of
Series A
Preferred (2)
|
|
|
Shares of
Common
Stock
|
|
|
Percent of
Common
Stock (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shaun Donnelly
|
|
|
51 |
|
|
|
100 |
% |
|
|
9,350,000 |
|
|
|
0.264 |
% |
Chief Executive Officer, Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All officers and directors as a group (1 person)
|
|
|
51 |
|
|
|
100 |
% |
|
|
9,350,000 |
|
|
|
0.264 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of beneficial owner (5%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
None
(1)
|
Beneficial ownership is determined in accordance with Rule 13D-3(a)
of the Exchange Act and generally includes voting or investment
power with respect to securities.
|
|
|
(2)
|
The percentages in the table have been calculated on the basis of
treating as outstanding for a particular person, all shares of our
common stock outstanding on that date and all shares of our common
stock issuable to that holder in the event of exercise of
outstanding options, warrants, rights or conversion privileges
owned by that person at that date which are exercisable within 60
days of that date. Except as otherwise indicated, the persons
listed below have sole voting and investment power with respect to
all shares of our common stock owned by them, except to the extent
that power may be shared with a spouse. Based on 3,535,302,536
share equivalents of common stock as of March 28, 2022.
|
(3)
|
Each one share of the Series A Preferred Stock has voting rights
equal to (x) 0.019607 multiplied by the total issued and
outstanding shares of common stock of the Company eligible to vote
at the time of the respective vote (the “Numerator”), divided
by (y) 0.49, minus (z) the Numerator. For purposes of
illustration only, if the total issued and outstanding shares of
common stock of the Company eligible to vote at the time of the
respective vote is 5,000,000, the voting rights of one share of the
Series A Preferred Stock shall be equal to 102,036 (0.019607 x
5,000,000) / 0.49) - (0.019607 x 5,000,000) = 102,036). The Series
A Preferred Stock has no dividend rights, no liquidation rights and
no redemption rights, and was created primarily to be able to
obtain a quorum and conduct business at shareholder meetings.
|
The address for Mr. Donnelly is c/o Lingerie Fighting
Championships, Inc., 6955 North Durango Drive, Suite 1115-129, Las
Vegas 89149.
Changes in Control
We are not aware of any arrangements that may result in “changes in
control” as that term is defined by the provisions of Item 403(c)
of Regulation S-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
None of our officers, directors, proposed director nominees,
beneficial owners of more than 10% of our shares of common stock,
or any relative or spouse of any of the foregoing persons, or any
relative of such spouse who has the same house as such person or
who is a director or officer of any parent or subsidiary of our
Company, has any direct or indirect material interest in any
transaction to which we are a party since our incorporation or in
any proposed transaction to which we are proposed to be a party
other than described below.
During the year ended December 31, 2021, the Company accrued
$120,000 of salary payable to the Director of the Company and paid
$43,500 owing to him for the accrued salaries.
During the year ended December 31, 2020, the Company accrued
$120,000 of salary payable to the Director of the Company and paid
$30,600 owing to him for the accrued salaries.
Director Independence
Since our common stock is not currently listed on a national
securities exchange, we have used the definition of “independence”
of The NASDAQ Stock Market to make this determination. NASDAQ
Listing Rule 5605(a)(2) provides that an “independent director” is
a person other than an officer or employee of the company or any
other individual having a relationship that, in the opinion of the
company’s board of directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a
director. The NASDAQ listing rules provide that a director cannot
be considered independent if:
|
·
|
the director is, or at any time during the past three years was, an
employee of the company;
|
|
|
|
|
·
|
the director or a family member of the director accepted any
compensation from the company in excess of $120,000 during any
period of 12 consecutive months within the three years preceding
the independence determination (subject to certain exclusions,
including, among other things, compensation for board or board
committee service);
|
|
·
|
a family member of the director is, or at any time during the past
three years was, an executive officer of the company;
|
|
|
|
|
·
|
the director or a family member of the director is a partner in,
controlling stockholder of, or an executive officer of an entity to
which the company made, or from which the company received,
payments in the current or any of the past three fiscal years that
exceed 5% of the recipient’s consolidated gross revenue for that
year or $200,000, whichever is greater (subject to certain
exclusions);
|
|
|
|
|
·
|
the director or a family member of the director is employed as an
executive officer of an entity where, at any time during the past
three years, any of the executive officers of the company served on
the compensation committee of such other entity; or
|
|
|
|
|
·
|
The director or a family member of the director is a current
partner of the company’s outside auditor, or at any time during the
past three years was a partner or employee of the company’s outside
auditor, and who worked on the company’s audit.
|
|
|
|
|
·
|
Based upon the above criteria, we have no independent
directors.
|
ITEM 14. PRINCIPAL ACCOUNTING FEES AND
SERVICES.
The following table sets forth the fees billed by our principal
independent accountants for each of our last two fiscal years for
the categories of services indicated.
|
|
Year Ended December 31,
|
|
Category
|
|
2021
|
|
|
2020
|
|
Audit Fees (1)
|
|
$ |
24,200 |
|
|
$ |
34,500 |
|
Audit Related Fees (2)
|
|
$ |
-- |
|
|
$ |
-- |
|
Tax Fees (3)
|
|
$ |
-- |
|
|
$ |
-- |
|
All Other Fees (4)
|
|
$ |
-- |
|
|
$ |
-- |
|
__________
(1)
|
Consists of fees billed for the audit of our annual financial
statements, review of our Form 10-K and services that are normally
provided by the accountant in connection with year-end statutory
and regulatory filings or engagements.
|
|
|
(2)
|
Consists of fees billed for the review of our quarterly financial
statements, review of our forms 10-Q and 8-K and services that are
normally provided by the accountant in connection with non-year end
statutory and regulatory filings on engagements.
|
|
|
(3)
|
Consists of professional services rendered by a company aligned
with our principal accountant for tax compliance, tax advice and
tax planning.
|
|
|
(4)
|
The services provided by our accountants within this category
consisted of advice and other services relating to SEC matters,
registration statement review, accounting issues and client
conferences.
|
ITEM 15. OTHER INFORMATION
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.
Risk Factors
As a “smaller reporting company”, we are not required to provide
the information required by this Item.
Unregistered Sales of Equity Securities and Use of
Proceeds
None.
Defaults Upon Senior Securities
As of December 31, 2021, total note payable amount of $549,010 in
default as follows:
|
|
Issuance date
|
|
Expire date
|
|
Amount at default
|
|
Auctus#1
|
|
5/20/2016
|
|
2/20/2017
|
|
$ |
1,265 |
|
Auctus#3
|
|
11/27/2017
|
|
3/20/2018
|
|
$ |
50,745 |
|
Auctus#5
|
|
3/7/2018
|
|
12/7/2018
|
|
$ |
30,000 |
|
Auctus#6
|
|
7/9/2018
|
|
4/9/2019
|
|
$ |
48,500 |
|
Auctus#7
|
|
3/22/2019
|
|
12/22/2019
|
|
$ |
62,500 |
|
Auctus#8
|
|
10/23/2019
|
|
7/23/2020
|
|
$ |
100,000 |
|
Auctus#9
|
|
8/11/2020
|
|
8/11/2021
|
|
$ |
31,000 |
|
Auctus#10
|
|
11/9/2020
|
|
11/9/2021
|
|
$ |
225,000 |
|
|
|
|
|
|
|
$ |
549,010 |
|
Mine Safety Disclosures
Not Applicable.
Other Information
None.
PART IV
ITEM 16. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES.
Exhibits
|
|
|
|
|
|
|
|
|
|
2.1
|
|
Share Exchange Agreement dated March 31, 2015, by and among Cala
Energy Corp., Lingerie Fighting Championships, Inc., and the
Shareholders of Lingerie Fighting Championships, Inc.
|
|
Form 8-K filed with the Securities and Exchange Commission on April
7, 2015 and incorporated herein by reference.
|
|
|
|
|
|
2.2
|
|
Agreement and Plan of Merger dated April 1, 2015, by and among the
Company and Lingerie Fighting Championships, Inc.
|
|
Form 8-K filed with the Securities and Exchange Commission on April
7, 2015 and incorporated herein by reference.
|
|
|
|
|
|
2.3
|
|
Articles of Merger effective as of April 1, 2015 with the Nevada
Secretary of State.
|
|
Form 8-K filed with the Securities and Exchange Commission on April
7, 2015 and incorporated herein by reference.
|
|
|
|
|
|
3.1
|
|
Amendment to Articles of Incorporation
|
|
Form 8-K filed with the Securities and Exchange Commission on
November 16, 2017 2017 and incorporated herein by reference.
|
|
|
|
|
|
3.2
|
|
Amendment to Articles of Incorporation
|
|
Form 8-K filed with the Securities and Exchange Commission on
February 14, 2017 and incorporated herein by reference.
|
|
|
|
|
|
3.3
|
|
Amendment to Articles of Incorporation
|
|
Form 8-K filed with the Securities and Exchange Commission on
February 14, 2017 and incorporated herein by reference.
|
|
|
|
|
|
3.4
|
|
Amendment to Articles of Incorporation
|
|
Form 8-K filed with the Securities and Exchange Commission on
September 19, 2016 and incorporated herein by reference.
|
|
|
|
|
|
3.5
|
|
Certificate of Change of the Company pursuant to Nevada Revised
Statutes Section 78.209, as filed with the Secretary of State of
the State of Nevada on March 20, 2015.
|
|
Form 8-K filed with the Securities and Exchange Commission on April
7, 2015 and incorporated herein by reference.
|
|
|
|
|
|
3.6
|
|
Amended and Restated Articles of Incorporation of the
Company.
|
|
Form 10-K Filed with the Securities and Exchange Commission on May
5, 2014 and incorporated herein by this reference.
|
|
|
|
|
|
3.7
|
|
Amended Articles of Incorporation of the Company.
|
|
Form 10-K filed with the Securities and Exchange Commission on June
13, 2013 and incorporated herein by this reference.
|
|
|
|
|
|
3.8
|
|
Amended Articles of Incorporation of the Company.
|
|
Form 8-K filed with the Securities and Exchange Commission on March
31, 2010 and incorporated herein by this reference.
|
|
|
|
|
|
3.9
|
|
Amended and Restated Articles of Incorporation of Company
|
|
Form 8-K filed with the Securities and Exchange Commission on April
24, 2009 incorporated herein by this reference.
|
3.11
|
|
Amended and Restated Bylaws of the Company
|
|
Form 8-K filed with the Securities and Exchange Commission on July
22, 2015 and incorporated herein by this reference.
|
|
|
|
|
|
3.12
|
|
Bylaws of the Company
|
|
Form SB-2 filed with the Securities and Exchange Commission on
December 12, 2007 and incorporated herein by this reference.
|
|
|
|
|
|
10.1
|
|
Form of Founders Agreement, dated July 31, 2014, by and among
Lingerie Fighting Championships, Inc., and Mohammed Ismail.
|
|
Form 8-K filed with the Securities and Exchange Commission on April
7, 2015 and incorporated herein by reference.
|
|
|
|
|
|
10.2
|
|
Form of Founders Agreement, dated July 28, 2014, by and among
Lingerie Fighting Championships, Inc., Michelle C. Blanchard and
Stephen J. Ureczky.
|
|
Form 8-K filed with the Securities and Exchange Commission on April
7, 2015 and incorporated herein by reference.
|
|
|
|
|
|
10.3
|
|
Form of Securities Purchase Agreement, by and among the Company and
investors in the PPO financing.
|
|
Form 8-K filed with the Securities and Exchange Commission on April
7, 2015 and incorporated herein by reference.
|
|
|
|
|
|
10.4
|
|
Form of Escrow Agreement, by and among the Company, CKR Law, LLP
and investors in the PPO financing.
|
|
Form 8-K filed with the Securities and Exchange Commission on April
7, 2015 and incorporated herein by reference.
|
|
|
|
|
|
10.5
|
|
2010 Long-Term Incentive Plan of the Company.
|
|
Form S-8 filed with the Securities and Exchange Commission on
August 23, 2010 and incorporated herein by this reference.
|
|
|
|
|
|
10.6
|
|
Investment Agreement between Company and Tangiers Global, LLC,
dated as of April 4, 2016.
|
|
Form S-1 filed with the Securities and Exchange Commission on April
28, 2016 and incorporated herein by this reference.
|
|
|
|
|
|
10.7
|
|
Registration Rights Agreement between Company and Tangiers Global,
LLC, dated as of April 4, 2016.
|
|
Form S-1 filed with the Securities and Exchange Commission on April
28, 2016 and incorporated herein by this reference.
|
|
|
|
|
|
10.8
|
|
Commitment Fee Promissory Note between the Company and Tangiers
Global, LLC, dated as of April 4, 2016.
|
|
Form S-1 filed with the Securities and Exchange Commission on April
28, 2016 and incorporated herein by this reference.
|
10.13
|
|
Securities Purchase Agreement between the Company and EMA
Financial, LLC dated, July 2, 2018
|
|
|
|
10.14
|
|
12% Convertible Note issued to EMA Financial, LLC dated, July 2,
2018
|
|
|
|
10.15
|
|
Common Stock Purchase Warrant issued to EMA Financial, LLC dated,
July 2, 2018
|
|
|
|
10.16
|
|
Securities Purchase Agreement between the Company and Auctus Fund,
LLC dated, July 2, 2018
|
|
|
|
10.17
|
|
Convertible Promissory Note issued to Auctus Fund, LLC dated, July
2, 2018
|
|
|
|
10.18
|
|
Amendment #1 to the Convertible Promissory Note Issued on July 2,
2018 to Auctus Fund, LLC dated, July 2, 2018
|
|
|
|
10.19
|
|
Common Stock Purchase Warrant issued to Auctus Fund, LLC dated,
July 2, 2018
|
|
|
|
10.20
|
|
Securities Purchase Agreement between the Company and Auctus Fund,
LLC dated, March 22, 2019
|
|
|
|
10.21
|
|
Convertible Promissory Note issued to Auctus Fund, LLC dated, March
22, 2019
|
|
|
|
10.22
|
|
Common Stock Purchase Warrant issued to Auctus Fund, LLC dated,
March 22, 2019
|
|
|
|
10.23
|
|
Securities Purchase Agreement between the Company and EMA
Financial, LLC dated, March 25, 2019
|
|
|
|
10.24
|
|
12% Convertible Note issued to EMA Financial, LLC dated, March 25,
2019
|
|
|
|
10.25
|
|
Common Stock Purchase Warrant issued to EMA Financial, LLC dated,
March 25, 2019
|
10.26
|
|
Securities Purchase Agreement between the Company and Auctus Fund,
LLC dated, October 23, 2019
|
|
|
|
10.27
|
|
Convertible Promissory Note issued to Auctus Fund, LLC dated,
October 23, 2019
|
|
|
|
10.28
|
|
Common Stock Purchase Warrant issued to Auctus Fund, LLC dated,
October 23, 2019
|
|
|
|
10.29
|
|
Securities Purchase Agreement between the Company and Auctus Fund,
LLC dated, August 4, 2020
|
|
|
|
10.30
|
|
Convertible Promissory Note issued to Auctus Fund, LLC dated,
August 4, 2020
|
|
|
|
10.31
|
|
Common Stock Purchase Warrant A issued to Auctus Fund, LLC dated,
August 4, 2020
|
|
|
|
10.32
|
|
Common Stock Purchase Warrant B issued to Auctus Fund, LLC dated,
August 4, 2020
|
|
|
|
10.33
|
|
Securities Purchase Agreement between the Company and Auctus Fund,
LLC dated, November 2, 2020
|
|
|
|
10.34
|
|
Convertible Promissory Note issued to Auctus Fund, LLC dated,
November 2, 2020
|
|
|
|
10.35
|
|
Common Stock Purchase Warrant A issued to Auctus Fund, LLC dated,
November 2, 2020
|
|
|
|
10.36
|
|
Common Stock Purchase Warrant B issued to Auctus Fund, LLC dated,
November 2, 2020
|
10.37
|
|
Securities Purchase Agreement between the Company and Auctus Fund,
LLC dated, March 4, 2021
|
|
|
|
10.38
|
|
Convertible Promissory Note issued to Auctus Fund, LLC dated, March
4, 2021
|
|
|
|
10.39
|
|
Common Stock Purchase Warrant (First Warrant) issued to Auctus
Fund, LLC dated, March 4, 2021
|
|
|
|
10.40
|
|
Common Stock Purchase Warrant (Second Warrant) issued to Auctus
Fund, LLC dated, March 4, 2021
|
10.41*
|
|
Common Stock Purchase Warrant (First Warrant) issued to Auctus
Fund, LLC dated, November 30, 2021
|
|
|
|
10.42*
|
|
Registration Rights Agreement between the Company to Auctus Fund,
LLC dated, October 22, 2021
|
|
|
|
10.43*
|
|
Security Agreement between the Company and Auctus Fund, LLC dated,
November 30, 2021
|
|
|
|
10.44*
|
|
Securities Purchase Agreement between the Company and Auctus Fund,
LLC dated, November 30, 2021
|
___________
* Filed herewith.
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 hereunto duly authorized.
|
LINGERIE FIGHTING CHAMPIONSHIPS, INC.
|
|
|
|
|
|
Date: March 31, 2022
|
By:
|
/s/ Shaun Donnelly
|
|
|
|
Shaun Donnelly
|
|
|
|
Chief Executive Officer and Chief Financial 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
|
|
March 31, 2022
|
Shaun Donnelly
|
|
Officer (Principal Financial and Accounting Officer), and
Director
|
|
|
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