UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

EXCHANGE ACT

Commission File Number: 333-140177

XTREME FIGHTING CHAMPIONSHIPS, INC.

(Exact name of registrant as specified in its charter)

Nevada		98-0503336
(State or other jurisdiction of incorporation or organization)		(~~I,R~~IR.S. Employer Identification No.)
495 Grand Boulevard, Unit 206
495 Grand Boulevard, /unit 206
Miramar Beach, FL		32550
(Address of principal executive offices)		(Zip Code)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files) ☒ Yes ☐ No

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

	Large accelerated filer ☐		Accelerated filer ☐
	Non-accelerated filer ☐ (Do not check if a smaller reporting company)		Smaller reporting company ☒
	Emerging Growth Company ☐

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 77,243,073 shares of common stock as of ~~May~~August 2321, 2022.

TABLE OF CONTENTS

PART I
Item 1	Financial Statements	~~Financial Statements~~	4	4
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~	13	14
Item 3	Quantitative and Qualitative Disclosures About Market Risks	~~Quantitative and Qualitative Disclosures About Market Risks~~	13	16
Item 4	Controls and Procedures	~~Controls and Procedures~~	13	16
PART II
Item 1	Legal Proceedings	~~Legal Proceedings~~	16	17
Item 1A.	Risk Factors	~~Risk Factors~~	16	19
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	16	19
Item 3	Default Upon Senior Securities	~~Default Upon Senior Securities~~	16	19
Item 4	Mine Safety Disclosure	~~Mine Safety Disclosure~~	16	19
Item 5	Other Information	~~Other Information~~	16	19
Item 6	Exhibits	~~Exhibits~~	17	19
SIGNATURES			18	20

PART 1 FINANCIAL STATEMENTS

XTREME FIGHTING CHAMPIONSHIPS, INC.

FINANCIAL STATEMENTS

FOR THE FISCAL QUARTER ENDED ~~MARCH~~JUNE 3130, 2022

C O N T E N T S

Consolidated Balance Sheets (Unaudited)			5

Consolidated Statements of Operations (Unaudited)			6

Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited)			7

Consolidated Statements of Cash Flows (Unaudited)			8

Notes to the Financial Statements (Unaudited)			9

XTREME FIGHTING CHAMPIONSHIPS, INC. Consolidated Balance Sheets ~~Unaudited~~

	March 31,			December 31,
	June 30,			December 31,
	2022			2021
	(Unaudited)			(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	~~587~~(40	)	$	23,119
Due from Related Party		65,000			65,000
TOTAL CURRENT ASSETS		6564,~~587~~960			88,119
Property and Equipment, net		65,~~611~~278			7,778
Intangible assets- net		9,~~876,~~461,983			10,351,891
TOTAL ASSETS	$	9,~~948~~532,~~659~~221		$	10,447,788
`
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	37,331		$	37,331
Due to related party		1722,~~421~~920			17,070
Convertible debt, net of discount, unamortized		1,~~079~~090,~~118~~121			1,079,118
Stock subscription payable		17,987			17,987
Unearned revenue		123,900			123,900
TOTAL CURRENT LIABILITIES		1,~~275~~292,~~757~~259			1,275,406
TOTAL LIABILITIES		1,~~275~~292,~~757~~259			1,275,406
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock- $0.001 par value, 2 shares authorized
shares authorized: 2 shares issued and
shares authorized: 2 and 0 shares issued and
Preferred stock- $0.001 par value, 2 shares authorized shares authorized: 2 shares issued and outstanding		1			1
Preferred stock- $0.001 par value, 2 shares authorized shares authorized: 2 and 0 shares issued and outstanding, respectively		1			1
Common stock- $0.001 par value, 500,000,000
Common stock- $0.001 par value, 100,000,000
shares authorized: 77,243,073 shares
shares authorized: 77,243,073 and 77,243,073 shares
Common stock- $0.001 par value, 500,000,000 shares authorized: 77,243,073 shares issued and outstanding,		77,243			77,243
Common stock- $0.001 par value, 100,000,000 issued shares authorized: 77,243,073 and 77,243,073 shares and outstanding, respectively		77,243			77,243
Additional paid-in capital		46,815,102			46,815,102
Accumulated deficit		(38,~~219~~652,~~444~~384	)		(37,719,964	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		8,~~672~~239,~~902~~962			9,172,382
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)	$	9,~~948~~532,~~659~~221		$	10,447,788
The accompanying notes are an integral part of these consolidated financial statements.

XTREME FIGHTING CHAMPIONSHIPS, INC.

Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	March 31,
	June 30,						June 30,
	2022			2021			2022			2021
Revenues, net	$	~~68,000~~—		$	~~36,270~~315		$	68,000		$	36,598
Total revenues	$	~~68,000~~—			~~36,270~~315			68,000			36,598
Operating expenses:
General and administration		906,~~883~~056			~~622~~285,~~302~~801			97,009			908,103
Depreciation and amortization		~~476~~415,~~597~~881			289,994			892,408			579,988
Total operating expenses		~~567~~421,~~480~~937			~~912~~575,~~296~~795			989,417			1,488,091
Loss from operations		(~~499~~421,~~480~~937	)		(~~876~~575,~~026~~480	)		(921,417	)		(1,451,493	)
Other income (expense)
Gain on debt forgiveness		—			—			—			—
Interest expense		—(11,003	)		~~(11,003~~—	)		(11,003	)		(22,006	)
Interest income		—			—11,003			—			—
Total other income (expense)		—(11,003	)		(11,003	)		(11,003	)		(22,006	)
Net income (loss)	$	(~~499~~432,~~480~~940	)	$	(~~887~~564,~~029~~477	)	$	(932,420	)	$	(1,473,499	)
Net loss per share (basic and diluted)	$	(0.01	)	$	(0.0100	)	$	(0.01	)	$	(0.01	)
Weighted average shares outstanding		77,243,073			99144,~~815~~362,~~715~~797			77,243,073			144,362,797
The accompanying notes are an integral part of these consolidated financial statements.

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

~~XTREME FIGHTING CHAMPIONSHIPS, INC.~~ Consolidated Statements of Stockholders' Equity (Deficit) For the ~~Three~~Six Months Ended ~~March~~June 3130, 2022 (Unaudited)

									Additional
	Preferred Stock				Common Stock				Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance, December 31, 2021		2	$	1		77,243,073	$	77,243	$	46,815,102	$	(37,719,964	)	$	9,172,382
Net loss		—		—		—		—		—		(499,480	)		(499,480	)
Balance, March 31, 2022		2	$	1		77,243,073	$	77,243	$	46,815,102	$	(38,219,444	)	$	8,672,902
Balance, December 31, 2020		2		1		99,815,716	$	99,816	$	46,715,387	$	(35,246,505	)	$	11,568,698
Net loss		—		—		—		—		—		(432,940	)		(432,940	)
Net loss		—		—		—		—		—		(200	)		(200	)
Balance, June 30, 2022		2		1		77,243,073	$	77,243	$	46,815,102	$	(38,652,384	)	$	8,239,962
Balance, March 31, 2021		2	$	1		99,815,716	$	99,816	$	46,715,387	$	(35,246,705	)	$	11,568,498
Balance, December 31, 2020		2		1		99,815,716	$	99,816	$	46,715,387	$	(35,246,505	)	$	11,568,699
Net loss		—		—		—		—		—		(887,029	)		(887,029	)
Balance, March 31, 2021		2		1		99,815,716		99,816		46,715,387		(36,133,534	)		10,681,670
Net loss		—		—		—		—		—		(586,483	)		(586,483	)
Balance, June 30, 2021		2	$	1		99,815,716	$	99,816	$	46,715,387	$	(36,720,017	)	$	10,095,187
The accompanying notes are an integral part of these consolidated financial statements.

XTREME FIGHTING CHAMPIONSHIPS, INC.
Consolidated Statements of Cash Flows
(Unaudited)

	For the Three Months Ended
	For the Six Months Ended
	March 31,
	June 30,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(~~499~~932,~~480~~420	)	$	(~~887~~1,~~029~~473,499	)
Adjustments to reconcile net income (loss) to net
Stock based compensation		—			84,344
Depreciation and Amortization		~~476~~892,~~598~~408			~~289~~579,~~994~~988
Changes in operating assets and liabilities
Accounts payable and accrued expenses		—			1211,~~649~~732
Related party loan		350			—
Convertible debt, net of discount, unamortized		11,003			—
Unearned revenue		—			576,586
Related party loan		5,850
Net Cash Used in Operating Activities		(22,532	)		(7,800	)
Unearned revenue					785,486
Net Cash Used in Operating Activities		(23,159	)		(11,949	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net Cash Used in Investing Activities		—			—
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Cash Provided by (Used in) Financing Activities		—			—
Increase (decrease) in cash		(2223,~~532~~159	)		(711,~~800~~949	)
Cash, beginning of period		23,119			13,049
Cash, end of period		~~587~~(40	)		51,~~249~~100
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	—		$	—
Cash paid for taxes	$	—		$	—
SUPPLEMENTAL NON-CASH FINANCING ACTIVTIES:
SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES:
Shares issued for acquisition of intangible assets	$	—		$	—
The accompanying notes are an integral part of these consolidated financial statements.

XTREME FIGHTING CHAMPIONSHIPS, INC.

Notes to the Consolidated Financial Statements

(Unaudited)

NOTE 1 – DESCRIPTION OF BUSINESS

Xtreme Fighting Championships Inc., FKA/Duke Mountain Resources, Inc. (“we”, “our”, the “Company”), a Nevada corporation, was formed on May 3, 2006 and in the sports entertainment and media business since 2020 that is a publicly traded Mixed Martial Arts (MMA) league, producing a wide range of live fighting events that are broadcast via traditional networks, pay-per-view and online. MMA is a full-contact combat sport based on striking, grappling and ground fighting incorporating techniques from a broad range of martial arts and combat sports around the world.

Previously, we were an exploration stage company engaged in the acquisition and exploration of mineral properties and held certain leases and mining claims under our two subsidiaries, namely: Duke Mountain Resources Canada, Inc. and Fostung Resources Ltd. These subsidiaries ceased operations in 2014 and are not currently active.

On ~~July~~December 1317, 2020, the Company changed its name to Xtreme Fighting Championships, Inc.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

COVID-19

On March 11, 2020, the World Health Organization announced that infections of the novel Coronavirus (COVID-19) had become pandemic, and on March 13, the U.S. President announced a National Emergency relating to the disease. There is a possibility of continued widespread infection in the United States and abroad, with the potential for catastrophic impact. National, state and local authorities have required or recommended social distancing and imposed or are considering quarantine and isolation measures on large portions of the population, including mandatory business closures. These measures, while intended to protect human life, are expected to have serious adverse impacts on domestic and foreign economies of uncertain severity and duration. Some economists are predicting the United States will soon enter a recession. The sweeping nature of the coronavirus pandemic makes it extremely difficult to predict how the Company’s business and operations will be affected in the longer run, but we expect that it may materially affect our business, financial condition and results of operations. The extent to which the coronavirus impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others. Moreover, the coronavirus outbreak has begun to have indeterminable adverse effects on general commercial activity and the world economy, and our business and results of operations could be adversely affected to the extent that this coronavirus or any other epidemic harms the global economy generally and/or the markets in which we operate specifically. Any of the foregoing factors, or other cascading effects of the coronavirus pandemic that are not currently foreseeable, could materially increase our costs, negatively impact our revenues and damage the Company’s results of operations and its liquidity position, possibly to a significant degree. The duration of any such impacts cannot be predicted.

The Company may incur significant delays and/or expenses in addition to, impairing its ability to secure additional financing, relating to the worldwide COVID-19 (coronavirus) pandemic. It is presently unknown whether and to what extent the Company’s supply chains may be affected if the pandemic persists for an extended period of time. The Company may incur significant delays or expenses relating to such events outside of its control, which could have a material adverse impact on its business, operating results and financial condition. The Company’s reliance on securing additional capital for its public company expenses may be impaired due to the effect on the U.S. financial markets. The inability to obtain appropriate financing, may affect its compliance requirements as a public company. The Company has been using its working capital from its operating subsidiaries, to support its public company expenses. The continued drain on its working capital have forced the Company to incur cutbacks, which may affect its future operating revenue as well as, its ability to continue operations.

XTREME FIGHTING CHAMPIONSHIPS, INC.

Notes to the Consolidated Financial Statements

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents

\The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits.

Revenue Recognition and Unearned Revenue

Revenue is recognized in accordance with ASC Topic 606, “Revenue from Contracts with Customers” (“Topic 606”). The Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies this five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract, related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Revenues were derived primarily from sponsorship advertising.

Intangible assets

Intangible assets include the Company’s content library of fights 1 through 42 including background stories and the XFC trade mark, purchased and recorded at their acquisition cost. The content library intangible assets are amortized over an estimated useful life of 7 years. Useful lives of intangible assets are periodically evaluated for reasonableness and the assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may no longer be recoverable.

XTREME FIGHTING CHAMPIONSHIPS, INC.

Notes to the Consolidated Financial Statements

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Goodwill and other Intangible Assets

In accordance with ASC 350-30-65, “Intangibles - Goodwill and Others”, the Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Factors the Company considers to be important which could trigger an impairment review include the following:

	●	Significant underperformance relative to expected historical or projected future operating results;
	●	Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and
	●	Significant negative industry or economic trends.

When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. There was no impairment loss recognized during the period ended ~~March~~June 3130, 2022.

Property and Equipment

Property and equipment are carried at historical cost less accumulated depreciation. Depreciation is based on the estimated service lives of the depreciable assets and is calculated using the straight-line method. Expenditures that increase the value or productive capacity of assets are capitalized. Fully depreciated assets are retained in the venue equipment, and accumulated depreciation accounts until they are removed from service. When an asset is retired, sold or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. Repairs and maintenance are expensed as incurred.

The estimated useful lives of property and equipment are generally as follows:

Years Venue equipment 3

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not record any impairment charges during the period ended March 31, 2022.

XTREME FIGHTING CHAMPIONSHIPS, INC.

Notes to the Consolidated Financial Statements

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Property and Equipment

The estimated useful lives of property and equipment are generally as follows:

	Years
Venue equipment		3

Impairment of Long-Lived Assets

Fair Value Measurements and Financial Instruments

The Company follows the provisions of FASB ASC Topic 820, Fair Value Measurements, included in ASC Topic 820, Fair Value Measurements and Disclosures, for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis.

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 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

The Company's financial instruments consist of cash accounts payable and convertible notes. The carrying amount of these financial instruments approximates fair value due either to ~~length~~ length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. The Company has no financial assets or liabilities that are measured on a recurring basis as of ~~March~~June 3130, 2022.

Convertible debt

The Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible notes that have conversion features at fixed or adjustable rates. The beneficial conversion feature for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features. The beneficial conversion feature will be accreted by recording additional noncash interest expense over the expected life of the convertible notes.

Stock Based Compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and non-employee services received in exchange for an award of equity instruments over the period the employee or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

XTREME FIGHTING CHAMPIONSHIPS, INC.

Notes to the Consolidated Financial Statements

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Convertible debt

Stock Based Compensation

Earnings (Loss) per Common Share

Net income (loss) per common share is calculated in accordance with ASC Topic 260: Earnings per Share (“ASC 260”). Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. In periods where the Company has a net loss, the computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding as their effect would be anti-dilutive.

Related Party Transactions

A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

Income Taxes

The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”) which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach require the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.

Tax positions that meet the more likely than not recognition threshold is measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

XTREME FIGHTING CHAMPIONSHIPS, INC.

Notes to the Consolidated Financial Statements

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

The Company has adopted ASC 740-10-25, “Definition of Settlement,” which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s consolidated financial statements.

NOTE 3 - GOING CONCERN

The accompanying consolidated financial statements are prepared assuming the Company will continue as a going concern. On ~~March~~June 3130, ~~2022~~2021, the Company had an accumulated deficit of $38,~~219~~652,~~444~~384, ~~and~~ a negative working capital of $1,~~210~~227,~~170~~299 and net loss of $~~499~~932,~~480~~420 during the period ended ~~March~~June 3130, 2022. These factors raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the financial statements. The ability of the Company to continue as a going concern is dependent upon obtaining additional capital and financing. Management ~~intends~~ intends to attempt to raise additional funds by way of a public or private offering. While the Company believes in the viability of its ~~strategy~~ strategy to raise additional funds, there can be no assurances to that effect. Without additional capital, we will be unable to achieve our business objectives, and may be forced to curtail our operations, reduce headcount, and/or temporarily cease our operations until requisite capital is secured. The consolidated financial statements do not include any adjustments relating to classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4 – SUBSEQUENT EVENTS

None

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward Looking Statements

This section and other parts of this Form 10-Q quarterly report includes "forward-looking statements", that involves risks and uncertainties. All statements other than statements of historical facts, included in this Form 10-Q that address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strength, goals, expansion and growth of our business and operations, plans, references to future success, reference to intentions as to future matters, and other such matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks, uncertainties, and other factors, many of which are beyond our control.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.

Overview

Xtreme Fighting Championship, Inc. (the "Company", "we", or "us") was incorporated under the laws of the State of Nevada on May 3, 2006.

Certain statements contained below are forward-looking statements (rather than historical facts) that are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

Our auditors have issued a going concern opinion in the financial statements for the year ended December 31, 2020.

RESULTS OF OPERATIOMS

Working Capital

	March 31,			December 31,
	June 30,			December 31,
	2022			2021
Current Assets	$	6564,~~587~~960		$	88,~~149~~119
Current Liabilities		1,~~275~~292,~~757~~259			1,~~274~~275,406
Working Capital (Deficit)	$	(1,~~210~~227,~~170~~299	)	$	(1,187,287	)

Cash Flows

	March 31,			March 31,
	June 30,			June 30,
	2022			2021
Cash Flows from (used in) Operating Activities	$	(2223,~~532~~159	)	$	(711,~~800~~949	)
Cash Flows from (used in) Financing Activities		—			—
Net Increase (decrease) in Cash During Period	$	(2223,~~532~~159	)	$	(711,~~800~~949	)

Operating Revenues

We have generated revenues of $0 for the three months ended June 30, 2022 and $315 for the three months ended June 30, 2021. We have generated revenues of $68,000 for the ~~three~~six months ended ~~March~~June 3130, 2022 and $36,~~270~~598 for the ~~three~~six months ended ~~March~~June 3130, 2021.

Operating Expenses and Net Loss

Operating expenses for the three months ended ~~March~~June 3130, 2022, were $~~587~~421,~~480~~937 compared with $~~912~~575,~~296~~ 795 for the three months ended ~~March~~June 3130, 2021. Operating expenses for the three months ended ~~March~~ 31June 30, 2022, consisted of general and administrative expenses of $906,~~883~~056 for the three months ended June ~~March 31~~30, 2022 compared to $~~622~~285,~~302~~801 for the three months ended ~~March 31~~June 30, 2021 and ~~depreciation and~~ amortization expenses of $~~476~~415,~~597~~881 for the three months ended ~~March 31~~June 30, 2022 compared to $289,.994 for the three months ended ~~March~~June 3130, 2021.

~~Other~~Operating ~~income~~expenses ~~(expense)~~ for the ~~three~~six months ended ~~March~~June 3130, 2022 were $0989,417 compared with ($111,~~003)~~ 488,091 for the ~~three~~six months ended June 30, ~~2020~~2021. ~~Other~~Operating expenses ~~income (expense)~~ for the ~~three~~six months ended ~~March 31~~June 30, 2022 consisted of ~~interest~~general ~~expense~~and administrative expenses of $097,009 for the six months ended June 30, 2022 compared to $11908,~~003~~103 for the ~~three~~six months ended ~~March~~June 30, 2021 and amortization expenses of $892,408 for the six months ended June 3130, 2021 compared to $579.988 for the six months ended June 30, 2021.

~~During~~Other income (expense) for the three months ended ~~March~~June 3130, 2022 were $11,003 compared with $11,003 for the ~~Company~~three ~~recorded~~months aended ~~net~~June ~~loss~~30, of2021. Other income (~~$499,480~~expense) ~~compared with~~for ~~net~~the ~~loss~~three months ended June 30, 2022 consisted of (interest expense of $~~887~~11,~~029)~~003 compared to $11,003 for the three months ended ~~March~~June 3130, 2021.

Other income (expense) for the six months ended June 30, 2022 were $11,003 compared with $22,006 for the six months ended June 30, 2021. Other income (expense) for the six months ended June 30, 2022 consisted of interest expense of $11,003 compared to $22,006 for the six months ended June 30, 2021.

During the three months ended June 30, 2022, the Company recorded a net loss of ($432,940) compared with net loss of ($564,477) for the three months ended June 30, 2021.

During the six months ended June 30, 2022, the Company recorded a net loss of ($932,420) compared with net loss of ($1,473,499) for the three months ended June 30, 2021.

Liquidity and Capital Resources

As at ~~March~~June 3130, 2022, the Company's cash balance was ($~~587~~40) compared to cash balance of $23,119 at December 31, 2021. As of ~~March~~June 3130, 2022, the Company's total assets were $9,~~948~~532,~~659~~221 compared to total assets of $10,447,788 as at December 31, 2021.

As of ~~March~~June 3130, 2022, the Company had total liabilities of $1,~~275~~292,~~757~~259 compared with total liabilities of $1,275,406 as at December 31, 2021. Liabilities for the ~~three~~six months ended ~~March 31~~June 30, 2022 consisted of accounts payable and accrued expenses of $37,331 compared to $37,331 for the year ended December 31, 2021, due to related party of $1722,~~421~~920 compared to $17,070 as of December 31, 2021; convertible debt, net of discount of $1,~~079~~090,~~118~~121 compared to $1,079,118 as of December 31, 2021; ~~and~~ stock subscription payable of $17,987 compared to $17,987 as of December 31, 2021; and unearned revenues of $123,900 compared to $123,900 as December 31, 2021.

Cashflow from Operating Activities

During the ~~three~~six months ended ~~March~~June 3130, 2022, the Company used ($2223,~~532~~159) of cash for operating activities compared to the use of ($711,~~800~~949) of ~~cash~~ cash for operating activities during the ~~three~~six months ended ~~March~~June 3130, 2021.

Cashflow from Financing Activities

During the six months ended June 30, 2022 the Company received cash from financing activities of $0 as compared to $0 for the six months ended June 30, 2021.

Subsequent Developments

None

Going Concern

We have not attained profitable operations and are dependent upon the continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from our future business. These factors raise substantial doubt regarding our ability to continue as a going concern.

Off-Balance Sheet Arrangements

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

Future Financing

The Company will consider selling securities in the future to fund operations. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Critical Accounting Policies

Our consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our consolidated financial statements. A complete summary of these policies is included in the notes to our consolidated financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss from adverse changes in market prices and rates. The Company's market risk arises primarily from the fact that the area in which we do business is highly competitive and constantly evolving. The market in which we do business is highly competitive and constantly evolving. We face competition from the larger and more established companies, from companies that have greater resources, including but not limited to, more money, and greater ability to expand their markets also cut into our potential customers. Many of our competitors have longer operating histories, significantly greater financial strength, nationwide advertising coverage and other resources that we do not have.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Based on their evaluation of our disclosure controls and procedures(as defined in Rule 13a-15e under the Securities Exchange Act of 1934 the "Exchange Act"), our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this quarterly report on Form 10-Q such disclosure controls and procedures were not effective due to the lack of segregation of duties and lack of a formal review process that includes multiple levels of review to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms because of the identification of a material weakness in our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures. The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise. Our CEO/CFO does not possess accounting expertise and our company does not have an audit committee. This weakness is due to the company's lack of working capital to hire additional staff. To remedy this material weakness, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.

The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise. Our CEO/CFO does not possess accounting expertise and our company does not have an audit committee. This weakness is due to the company's lack of working capital to hire additional staff. To remedy this material weakness, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.

Changes in Internal Control over Financial Reporting

Except as noted above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our first quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

On June 24, 2021 the Company was sued by Harbor Gates Capital, LLC (“Harbor Gates”) in the United States District Court for the Southern District of Florida, Civil Action No. 1:21cv22322 for default on a note. Harbor Gates alleges that on or about September 14, 2020 the Company issued to them a convertible note for $210,000 convertible into the Company’s common stock. The note was due within six months from the funding, and they alleged that the Company was in default. On March 4,2022, a final Default Judgement was entered against the Company. The Company is planning to appeal this decision. None

As of the date of this Annual Report, management is not aware of any other legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Annual Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened None

ITEM 1A.

RISK FACTORS

Not Applicable

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On January 12, 2021, the company issued Eastern Dutch Enterprises, Ltd. (“EDE”) 7,000,264 shares of common stock to engage EDE for its services as advertising agent. No cash was distributed in this transaction. None

On January 12, 2021, the company sold 400,000 shares of its common stock to JW Financial, LLC. The shares were solder the market price $0.14. The cash from the sale of the stock was used in the company’s daily operations. The shares were issued under an exemption from registration, exemption 4(a)(2) of the 1933 Securities Act.

On January 21, 2021, the company issued 105,000 shares of its common stock to Mark Hamilton for his services as the lead camera director of the company’s first fight event. No cash was distributed in this transaction. The shares were issued under an exemption from registration, exemption 4(a)(2) of the 1933 Securities Act.

On January 21, 2021, the company issued 40,000 shares of its common stock to Greg Kessler for his services as the editor its filmed first fight event. No cash was distributed in this transaction. The shares were issued under an exemption from registration, exemption 4(a)(2) of the 1933 Securities Act.

On February 17, 2021, the company issued Eastern Dutch Enterprises, Ltd. (“EDE”) 10,000,000 shares of common stock to engage EDE for its services as advertising agent for a two year and six-month period starting in 2022. No cash was distributed in this transaction. The shares were issued under an exemption from registration, exemption 4(a)(2) of the 1933 Securities Act.

On March 4, 2021 the company sold JW Financial 439,413 shares of its common stock at the market price of $0.18. The cash from the sale of the stock was used in the company’s daily operations. The shares were issued under an exemption from registration, exemption 4(a)(2) of the 1933 Securities Act.

On March 4, 2021, the company issued shares of its common stock to certain fighters who fought in its televised three hour fight event called XFC 43. Each fighter was paid their agreed upon purse after each fight. In addition the cash purse distributed by the company. The company determined to issue shares of its common stock to each of the fighters in the event as a bonus. The name of the fighters and the amount off shares of stock they were issued are below. The shares were issued under an exemption from registration, exemption 4(a)(2) of the 1933 Securities Act.

	Andre Soukhathath	32,000
	Danielle Taylor	3,000
	Jarel Askew	1,000
	Kurt Holobaugh	3,000
	Enzo Perez Rensoli	1,000
	D’juan Owens	1,000
	Spencer Jebb	1,000
	Jose Caceres	1,000
	Larue Burley	3,000
	Ryan Dickson	13,000
	Luis Navarro	3,000
	Guilherme FariaDe Souza	26,000
	Jessica Aguilar	20,000
	Kenneth Cross	12,000
	Joziro Boye	1,000
	Austin Bashi	3,000
	Scott Hudson	3,000
	Carson Hardman	3,000
	Robert Nash	13,000
	Thomas Patrick O’Connor	3,000
	Jesus Alejandro Sanchez Verdin	1,000
	Michael Hill	1,000
	Nicholas Lee Horton	1,000
	Steven Newell	1,000

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4.

MINE SAFETY DISCLOSURE.

Not Applicable

ITEM 5.

OTHER INFORMATION

The Financial Statements in this Form 10-Q have not been reviews by the Company’s independent registered public accounting firm and the Company intends to file an amendment to this Form 10-Q once the review has been completed.

Item 6.

EXHIBITS

Exhibit 31.1	Certification of the Principal Executive Officer Pursuant to Rule 13A-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2	Certification of the Principal Financial Officer Pursuant to Rule 13A-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1	Certification of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2	Certification of the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

1917

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Dated: May 23, 2022		Duke Mountain Resources, Inc.
Dated: August 22, 2022		Duke Mountain Resources, Inc.
		By: /s/Steve A. Smith, Jr.	~~By: /s/Steve A. Smith, Jr.~~
		Steve A. Smith, Jr., Chief Executive Officer	~~Steve A. Smith, Jr., Chief Executive Officer~~
	Dated: May 23, 2022		Duke Mountain Resources, Inc.
Dated: August 22, 2022		Duke Mountain Resources, Inc.
		By: /s/Steve A. Smith, Jr.	~~By: /s/Steve A. Smith, Jr.~~
		Steve A. Smith, Jr., Chief Financial Officer	~~Steve A. Smith, Jr., Chief Financial Officer~~

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