UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2024
	For the quarterly period ended March 31, 2025
or
☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ____________ to ____________
Commission File Number 000-55498

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

(Exact name of registrant as specified in its charter)

Nevada		20-8009362
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

6955 North Durango Drive, Suite1115-129, Las Vegas, NV		89149
(Address of principal executive offices)		(Zip Code)

(702) 505-0743

(Registrant’s telephone number, including area code)

N/A

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

APPLICABLE ONLY TO CORPORATE ISSUERS

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

4,~~504~~604,844,036 shares of common stock issued and outstanding as of ~~January~~May 719, 2025.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2124
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2527
Item 4.	Controls and Procedures	2527
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	2628
Item 1A.	Risk Factors	2628
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2628
Item 3.	Defaults Upon Senior Securities	2628
Item 4.	Mine Safety Disclosures	2628
Item 5.	Other Information	2628
Item 6.	Exhibits	2729
SIGNATURES		2830

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

BALANCE SHEETS

	September 30,			December 31,
	March 31,			December 31,
	2024			2023
	2025			2024
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	~~12,835~~713		$	52,~~295~~193
Total Current Assets	$	~~12,835~~713		$	52,~~295~~193
Equipment, net of depreciation		2,037			2,359
Total Assets	$	2,750		$	4,552
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	13,~~932~~670		$	101,~~495~~724
Accounts payable - related party		~~721~~767,~~128~~628			~~642~~743,~~128~~628
Accrued interest payable		~~856~~989,~~135~~586			~~669~~922,~~015~~924
Promissory notes in default		340,000			340,000
Convertible notes in default		~~705~~767,974			~~619~~767,~~530~~974
Convertible notes, net of $98,108 and $64,016 debt discount, respectively		114,892			84,428
Convertible notes, net of $90,075 and $81,526 debt discount, respectively		131,147			89,474
Derivative liabilities		21,~~946~~639,~~476~~665			13,~~838~~070,~~806~~137
Total Current Liabilities		54,~~686~~639,~~537~~670			45,~~204~~935,~~402~~861
Commitments and Contingencies (Note 10)
Commitments and Contingencies (Note 11)
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, 10,000,000,000 shares authorized, 4,504,844,036 and 3,896,928,536 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively		4,504,846			3,896,930
Common stock, par value $0.001 per share, 10,000,000,000 shares authorized, 4,604,844,036 and 4,504,844,036 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		4,604,846			4,504,846
Additional paid-in capital		~~734~~649,~~640~~521			1734,~~206,572~~640
Accumulated deficit		(109,~~913~~891,~~188~~287	)		(911,~~302~~170,~~609~~795	)
Total stockholders' deficit		(54,~~673~~636,~~702~~920	)		(45,~~199~~931,~~107~~309	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	122,~~835~~750		$	54,~~295~~552

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

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LINGERIE FIGHTING CHAMPIONSHIPS, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2024			2023			2024			2023
	2025			2024
Revenue	$	2327,~~533~~487		$	3245,~~455~~028		$	~~103,041~~		$	~~88,758~~
Cost of services		1211,~~509~~064			1034,~~449~~203			~~70,052~~			~~51,252~~
GROSS PROFIT		1116,~~024~~423			2210,~~006~~825			~~32,989~~			~~37,506~~
OPERATING EXPENSES
Management salaries		30,000			30,000			~~90,000~~			~~90,000~~
Selling, general and administrative expenses		1513,~~664~~946			1411,~~549~~773			~~40,178~~			~~41,475~~
Professional fees (including stock-based compensation of $70,000 and $0, respectively)		103,456			47,676			179,708			72,822
Professional fees		46,947			7,647
Professional fees - related party (including stock-based compensation of $20,000 and $0, respectively)		20,000			-			20,000			-
Total Operating Expenses		90,893			49,420
Total Operating Expenses		169,120			92,225			329,886			204,297
OPERATING LOSS		(74,470	)		(38,595	)
OPERATING LOSS		(158,096	)		(70,219	)		(296,897	)		(166,791	)
OTHER INCOME (EXPENSE)
OTHER INCOME (EXPENSE)
Interest expense		(108,335	)		(82,594	)
Interest expense		(109,820	)		(65,902	)		(287,528	)		(204,141	)
Gain (loss) on change in fair value of derivative liabilities		1,462,313			(2,108,611	)
(Loss) gain on change in fair value of derivative liabilities		(502,228	)		(423,719	)		(1,026,154	)		606,803
Total Other Income (Loss)		1,353,978			(2,191,205	)
Total Other Income (Expense)		(612,048	)		(489,621	)		(1,313,682	)		402,662
Income (Loss) before Income Taxes		1,279,508			(2,229,800	)
Income (Loss) before Income Taxes		(770,144	)		(559,840	)		(1,610,579	)		235,871
Income Tax Provision		-			-
Income Tax Provision		-			-			-			-
Net Income (Loss)	$	1,279,508		$	(2,229,800	)
Net Income (Loss)	$	(770,144	)	$	(559,840	)	$	(1,610,579	)	$	235,871
Basic Income (Loss) per Common Share	$	0.00		$	(0.00	)
Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	0.00
Diluted Income per Common Share	$	0.00		$	-
Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	0.00
Basic Weighted Average Shares of Common Stock Outstanding		4,574,844,036			3,914,748,690
Basic and Diluted Weighted Average Shares of Common Stock Outstanding		4,371,604,302			3,711,714,036			4,056,308,720			3,711,714,036
Diluted Weighted Average Shares of Common Stock Outstanding		14,843,809,175			-
Diluted Weighted Average Shares of Common Stock Outstanding		14,763,349,460			10,200,924,610			14,448,053,878			10,200,924,610

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

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LINGERIE FIGHTING CHAMPIONSHIPS, INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024~~2025 AND ~~2023~~2024

(UNAUDITED)

~~Nine~~Three Months Ended ~~September~~March 3031, ~~2024~~2025

	Preferred Stock				Common Stock				Additional						Total
	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital			~~AccumulatedDeficit~~Accumulated Deficit			Stockholders' Deficit
Balance - December 31, 2023		51	$	-		3,896,928,536	$	3,896,930	$	1,206,572		$	(9,302,609	)	$	(4,199,107	)
Balance - December 31, 2024		51	$	-		4,504,844,036	$	4,504,846	$	734,640		$	(11,170,795	)	$	(5,931,309	)
Shares of common stock issued for exercise of warrants		-		-		57100,~~915~~000,~~500~~000		57100,~~916~~000		(3885,~~216~~119	)		-			1914,~~700~~881
Net loss		-		-		-		-		-			(2,229,800	)		(2,229,800	)
Net income		-		-		-		-		-			1,279,508			1,279,508
Balance - March 31, 2024		51	$	-		3,954,844,036	$	3,954,846	$	1,168,356		$	(11,532,409	)	$	(6,409,207	)
Balance - March 31, 2025		51	$	-		4,604,844,036	$	4,604,846	$	649,521		$	(9,891,287	)	$	(4,636,920	)
Net income		-		-		-		-		-			1,389,365			1,389,365
Balance - June 30, 2024		51	$	-		3,954,844,036	$	3,954,846	$	1,168,356		$	(10,143,044	)	$	(5,019,842	)
Shares of common stock issued for exercise of warrants		-		-		100,000,000		100,000		(73,716	)		-			26,284
Share of common stocked issued for stock based compensation		-		-		350,000,000		350,000		(280,000	)		-			70,000
Share of common stocked issued for stock based compensation - related parties		-		-		100,000,000		100,000		(80,000	)		-			20,000
Net loss		-		-		-		-		-			(770,144	)		(770,144	)
Balance - September 30, 2024		51	$	-		4,504,844,036	$	4,504,846	$	734,640		$	(10,913,188	)	$	(5,673,702	)

~~Nine~~Three Months Ended ~~September~~March 3031, ~~2023~~2024

	Preferred Stock				Common Stock				Additional						Total
	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital			~~AccumulatedDeficit~~Accumulated Deficit			Stockholders' Deficit
Balance - December 31, 2022		51	$	-		3,711,714,036	$	3,711,715	$	1,327,104		$	(9,611,061	)	$	(4,572,242	)
Balance - December 31, 2023		51	$	-		3,896,928,536	$	3,896,930	$	1,206,572		$	(9,302,609	)	$	(4,199,107	)
Net loss		-		-		-		-		-			(72,126	)		(72,126	)
Shares of common stock issued for exercise of warrants		-		-		57,915,500		57,916		(38,216	)		-			19,700
Balance - March 31, 2023		51	$	-		3,711,714,036	$	3,711,715	$	1,327,104		$	(9,683,187	)	$	(4,644,368	)
Net loss		-		-		-		-		-			(2,229,800	)		(2,229,800	)
Net income		-		-		-		-		-			867,837			867,837
Balance - March 31, 2024		51	$	-		3,954,844,036	$	3,954,846	$	1,168,356		$	(11,532,409	)	$	(6,409,207	)
Balance - June 30, 2023		51	$	-		3,711,714,036	$	3,711,715	$	1,327,104		$	(8,815,350	)	$	(3,776,531	)
Net loss		-		-		-		-		-			(559,840	)		(559,840	)
Balance - September 30, 2023		51	$	-		3,711,714,036	$	3,711,715	$	1,327,104		$	(9,375,190	)	$	(4,336,371	)

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

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LINGERIE FIGHTING CHAMPIONSHIPS, INC.

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(UNAUDITED)

	Nine Months Ended
	Three Months Ended
	September 30,
	March 31,
	2024			2023
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(1,610,579	)	$	235,871
Net income (loss)	$	1,279,508		$	(2,229,800	)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Stock - based compensation		70,000			-
Depreciation		322			-
Stock - based compensation - related party		20,000			-
(Gain) Loss on change in fair value of derivative liabilities		(1,462,313	)		2,108,611
Loss (Gain) on change in fair value of derivative liabilities		1,026,154			(606,803	)
Amortization of debt discount		41,673			22,652
Amortization of debt discount		100,408			39,112
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		(81,~~563~~946	)		(17,~~525~~646	)
Accounts payable - related party		7924,000			7428,~~460~~000
Accrued interest payable		~~187~~66,~~120~~662			~~165~~59,~~585~~942
Net cash used in operating activities		(~~136~~48,~~460~~202	)		(932,~~300~~949	)
CASH FLOWS FROM INVESTING ACTIVITIES		-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible debts		~~144~~46,~~000~~722			~~86,444~~-
Net cash provided by financing activities		~~144~~46,~~000~~722			~~86,444~~-
Net increase (decrease) in cash and cash equivalents		7,540			(6,856	)
Net decrease in cash and cash equivalents		(1,480	)		(2,949	)
Cash and cash equivalents - beginning of period		52,~~295~~193			105,~~009~~295
Cash and cash equivalents - end of period	$	~~12,835~~713		$	32,~~153~~346
Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Debt discount recognized from issuance of convertible notes	$	134,500		$	29,111
Debt discount from derivative liabilities	$	46,722		$	-
Shares of common stock issued for exercise of warrants	$	4514,~~984~~881		$	-19,700

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

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LINGERIE FIGHTING CHAMPIONSHIPS, INC.

NOTES TO ~~UNAUDITED~~ FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2024 AND 2023~~2025

(UNAUDITED)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

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

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

NOTE 2 – BASIS OF PRESENTATION AND ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with generally accepted accounting principles used in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended December 31, ~~2023~~2024 included in the Company’s Annual Report on Form 10-K as filed with the SEC on ~~July~~April 1511, ~~2024~~2025.

Use of Estimates

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

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $~~12,835~~713 and $52,~~295~~193 in cash and cash equivalents as at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, respectively.

Revenue Recognition

The Company’s revenue derives from the development, promotion and distribution of live events and televised entertainment programming and also through sponsorship and site subscription.

The Company recognizes revenue from the sale of products and services in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue Recognition” following the five steps procedure:

Step 1: Identify the contract(s) with customers

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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

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Live Events (booking fees)

1. Identify the contract

The Company has entered into agreement with event organizers

2. Identify performance obligations

The type and nature of the shows are stated in the agreement

3. Determine transaction price

The pricing of the shows (transaction price as a whole) is stated in the agreement

4. Allocate transaction price

The transaction price is allocated to each standalone performance obligation when applicable

5. Recognize revenue

Revenue is recognized when the Company has satisfied all of the obligations upon completion of the shows. The Company is paid by checks following the events.

Live Events (on-line PPV)

1. Identify the contract

The Company stated in the Company website the pricing of the on-line PPV live events

2. Identify performance obligations

The type and details of the on-line PPV live events are stated in the Company website

3. Determine transaction price

The pricing of the on-line PPV events (transaction price as a whole) are stated in the Company website

4. Allocate transaction price

The transaction price is allocated to each standalone performance obligation when applicable

5. Recognize revenue

Revenue is recognized when the Company has satisfied all of the obligations upon completion of the on-line PPV shows. The Company provided the customers with options to pay via PayPal or credit cards. The former goes into the Company’s PayPal account and the latter is handled by the Company’s CC processor (Stripe) and deposited into their account at the end of the month along with all other credit card purchase at the Company website.

Sponsorship

1. Identify the contract

The Company has entered into agreement with the sponsors

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2. Identify performance obligations

The type and details of the sponsorship are stated in the contract

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3. Determine transaction price

The pricing of the sponsorship (transaction price as a whole) is stated in the contract

4. Allocate transaction price

The transaction price is allocated to each standalone performance obligation when applicable

5. Recognize revenue

Revenue is recognized when the Company has satisfied all of the obligations when they have performed the sponsorship services. Funds are paid via check or wire.

Site Subscriptions

1. Identify the contract

The Company stated in their website the site subscription fees.

2. Identify performance obligations

The benefits and features of the subscription are stated in the Company website

3. Determine transaction price

The pricing of the subscription (transaction price as a whole) is stated in the Company website

4. Allocate transaction price

The transaction price is allocated to each standalone performance obligation when applicable

5. Recognize revenue

Revenue is recognized when the Company confirms member subscription after payment is made. The customers pay through credit card on recurring monthly basis through Stripe.

The below table shows the revenue by revenue stream for the three months ~~and nine months~~ ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024:

Three Months Ended

Nine Months Ended

Three Months

September 30,

March 31,

Revenue Stream

~~2024~~2025

~~2023~~2024

~~2024~~

~~2023~~

Live events and site subscriptions

614,~~908~~104

1611,~~540~~635

~~24,377~~

~~35,565~~

Sponsorship

-16,000

~~16,000~~

~~4,000~~

Advertising

1613,~~625~~383

1517,~~915~~393

~~62,664~~

~~49,193~~

Total Revenue

2327,~~533~~487

3245,~~455~~028

~~103,041~~

~~88,758~~

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Earnings (Loss) per Share

The Company computes basic and diluted net income (loss) per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the reporting period. Diluted loss per share reflects the potential dilution that could occur if convertible notes to issue common stock were converted resulting in the issuance of common stock that could share in the income (loss) of the Company.

9Three ~~Table~~Months ofEnded ~~Contents~~March 31, 2025

~~The~~For ~~below~~the ~~table~~three ~~shows~~months ~~the~~ended ~~dilutive~~March ~~instruments~~31, as2025, 10,268,965,139 shares of ~~September~~common ~~30,~~stock ~~2024~~from ~~and~~the ~~2023~~convertible ~~which~~notes were included in the calculation of ~~dilutive~~diluted earnings per share ~~for the nine months and three months ended September 30, 2024 and 2023~~.

	September 30,		September 30,
	March 31,
	2024		2023
	2025
	(Shares)		~~(Shares)~~
Convertible notes payable		810,~~166~~268,~~745~~965,139		~~3,223,619,336~~
Warrants		2,225,000,019		3,265,591,238
		10,268,965,139
		10,391,745,158		6,489,210,574

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Three Months Ended March 31, 2024

For the three months ended March 31, 2024, 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.

	March 31,
	2024
	(Shares)
Convertible notes payable		7,256,745,139
Warrants		3,066,666,692
		10,323,411,831

Related Party Balances and Transactions

The Company follows Financial Accounting Standards Board (“FASB”) ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transaction. (See Note 9)

Convertible Instruments and Derivatives

The Company analyzed the conversion option for derivative accounting consideration under ASC 815, “Derivatives and Hedging,” and determined that the convertible notes should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The Company accounts for warrants as a derivative liability due to there being no explicit limit to the number of shares to be delivered upon settlement of all conversion options.

The Company accounts for debt with conversion options under ASU (“Accounting Standard Update”) 2020-06, ASC Subtopic 470-20 “Debt—Debt with Conversion and Other Options”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital.

Fair Value Measurement

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

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

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

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~~modelling inputs based on assumptions)

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The derivative liability in connection with the conversion feature of the convertible debts and warrants, classified as a level 3 liability, are the only financial liabilities measured at fair value on a recurring basis. (See Note 8)

~~The~~11 ~~following~~Table ~~table~~of ~~summarizes fair value measurement by level at September 30, 2024 and December 31, 2023, measured at fair value on a recurring basis:~~Contents

September 30, 2024	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities	$	-	$	-	$	2,946,476	$	2,946,476

The following table summarizes fair value measurement by level at March 31, 2025 and December 31, 2024, measured at fair value on a recurring basis:

December 31, 2023

Level 1

Level 2

Level 3

Total

March 31, 2025

Level 1

Level 2

Level 3

Total

Liabilities

Derivative liabilities

1,~~838~~639,~~806~~665

December 31, 2024	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities	$	-	$	-	$	3,070,137	$	3,070,137

Stock Based Compensation

The Company applies the fair value method of FASB ASC 718, Share Based Payment, in accounting for its stock-based compensation. The standard states that compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period. The Company values stock-based compensation at the market price for the Company’s common stock and other pertinent factors at the grant date.During the nine months ended September 30, 2024, the Company recorded $90,000 stock-based compensation expense, comprised of common stock awarded to director of $20,000 and consultants of $70,000 which were reported under professional fees – related parties and professional fees in the statements of operation.

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.

The valuation allowance increased by $38,389 and $25,450 from December 31, 2024 to March 31, 2025 and from December 31, 2023 to March 31, 2024, respectively.

Recent Accounting Pronouncements

~~Management~~We ~~has~~have ~~considered~~evaluated all ~~other~~recently ~~recent~~issued, but not yet effective, accounting pronouncements ~~issued.~~and ~~The~~do ~~Company’s~~not ~~management~~believe ~~believes~~ that these ~~recent~~accounting pronouncements will ~~not~~ have aany material ~~effect~~impact on ~~the~~our ~~Company’s~~ financial statements or disclosures upon adoption.

Recent Adopted Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The amendments in this update expand segment disclosure requirements, including new segment disclosure requirements for entities with a single reportable segment among other disclosure requirements. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The adoption of ASU 2023-07 has not had a material effect on the Company’s statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures ("ASU 2023-09"), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. The adoption of ASU 2023-09 has not had a material effect on the Company’s statements and disclosures.

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NOTE 3 – GOING CONCERN

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

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

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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.

Common Stock

The Company has authorized 10,000,000,000 shares with a par value $0.001 per share.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, the Company issued ~~157~~100,~~915~~000,~~500~~ 000 shares of common stock for the exercise of ~~204~~ 150,~~411~~000,~~448~~ 000 units of share purchase warrants.

OnDuring ~~August~~the 5three months ended March 31, 2024, the Company issued ~~100~~57,~~000~~915,~~000~~500 shares of common stock tofor the ~~Director~~exercise of ~~the~~71,078,114 ~~Company~~units ~~for~~of ~~service~~share ~~rendered~~purchase ~~valued at $20,000~~warrants.

OnAs ~~August~~of 5,March ~~2024~~31, ~~the~~2025 ~~Company~~and ~~issued~~December an31, ~~aggregate~~2024, ofthe ~~350,000,000~~issued ~~shares~~and ofoutstanding common stock towas ~~the~~4,604,844,036 ~~consultants~~shares ofand ~~the~~4,504,844,036 ~~Company for service rendered valued at $70~~shares,~~000~~ respectively.

AsThe number of ~~September~~authorized ~~30,~~common ~~2024~~shares ~~and~~are less ~~December~~than ~~31,~~the ~~2024,~~dilutive ~~the~~shares ~~issued~~for convertible and warrants plus the outstanding common ~~stock~~shares. ~~was~~Series ~~4,504,844,036~~A preferred shares control approximately 51% of the total voting power and 3therefore they control the board of directors. The board of directors have indicated that when necessary,~~896,928,536~~ they will increase the shares, ~~respectively~~to accommodate these shares.

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NOTE 5 – WARRANTS

The ~~below~~ table below summarizes the activity of warrants exercisable for shares of common stock during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and year ended December 31, ~~2023~~2024:

	Number ofShares			Weighted- Average Exercise Price
	Number of Shares			Weighted- Average Exercise Price
Balances as of December 31, 2022		5,637,133,523		$	0.0001
Granted		184,883,994			0.0005
Redeemed		-			-
Exercised		(227,308,705	)		0.0001
Forfeited		-			-
Balances as of December 31, 2023		5,594,708,812		$	0.0002
Granted		1,~~345~~745,000,000			0.0002
Redeemed		-			-
Exercised		(204,411,448	)		0.0002
Forfeited		-			-
Balances as of September 30, 2024		6,735,297,364		$	0.0002
Balances as of December 31, 2024		7,135,297,364		$	0.0002
Granted		1,004,440,000			0.0001
Redeemed		-			-
Exercised		(150,000,000	)		0.0001
Forfeited		-			-
Balances as of March 31, 2025		7,989,737,364		$	0.0002

During the ~~nine~~three months ended ~~September~~March 3031, 2025 and 2024, the Company issued ~~157~~100,000,000 shares and 57,915,500 shares of common stock for the exercise of ~~204~~ 150,~~411~~000,~~448~~ 000 units and 71,078,114 units of share purchase warrants, respectively.

During the ~~nine~~three months ended ~~September~~March 3031, 2025 and 2024, the Company granted warrants to purchase 1,~~345~~004,~~000~~440,000 shares and 0 shares of common stock issued in conjunction with convertible notes issued during the same period, respectively.

The fair value of each warrant on the date of grant is estimated using the Black-Scholes option valuation model. The following weighted-average assumptions were used for warrants granted during the ~~nine~~three months ended ~~September~~March 3031, 2025 and 2024:

	Nine Months Ended
	Three Months Ended
	September 30,
	March 31,
	2024
	2025			2024
Exercise price	$0.0001 - $0.0002	~~0.0002~~			-
Expected term	5 years				-
Expected average volatility	~~340% - 350~~	398%	%		-
Expected dividend yield		-			-
Risk-free interest rate	~~3.43% - 4.47~~	4.08%	%		-

12The ~~Table~~following table summarizes information relating to outstanding and exercisable warrants as of ~~Contents~~March 31, 2025:

The following table summarizes information relating to outstanding and exercisable warrants as of September 30, 2024:

Warrants Outstanding

Warrants Exercisable

Weighted Average

Number

Remaining Contractual

Weighted Average

Number

Weighted Average

of Shares

life (in years)

Exercise Price

of Shares

Exercise Price

7,989,737,364

2.12

0.0002

Warrants Outstanding

Warrants Exercisable

Number

Weighted AverageRemaining Contractual

WeightedAverage

Number

WeightedAverage

of Shares

life (in years)

Exercise Price

of Shares

Exercise Price

6,735,297,364

2.01

0.0002

4,450,000,000

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 March 31, 2025 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of March 31, 2025, the aggregate intrinsic value of warrants outstanding was approximately $0 based on the closing market price of $0.0001 on March 31, 2025.

~~Aggregate~~The ~~intrinsic~~Company ~~value~~determined isthat the ~~sum~~warrants ofqualify ~~the~~for ~~amounts~~derivative byaccounting ~~which~~as ~~the~~a ~~quoted~~result ~~market price~~ of the ~~Company’s~~related ~~stock~~issuance ~~exceeded~~of the ~~exercise~~convertible ~~price~~notes. As of ~~the~~March ~~warrants at September 30~~31, ~~2024~~2025 ~~for~~and ~~those~~December ~~warrants~~31, ~~for~~2024, ~~which~~ the ~~quoted~~Company ~~market~~valued ~~price~~the ~~was~~fair invalue ~~excess~~on of the ~~exercise~~7,989,737,364 ~~price~~and ~~(“in-the-money” warrants). As of September 30~~7, ~~2024~~135,297,364 ~~the~~units ~~aggregate~~of ~~intrinsic~~common ~~value~~stock ofpurchase warrants ~~outstanding~~granted ~~was~~at ~~approximately~~$792,614 and $1,445,~~000~~732 based on ~~the~~Black-Scholes ~~closing~~option ~~market~~valuation ~~price of $0.0002 on September 30~~model, ~~2024~~respectively.

~~The~~14 ~~Company~~Table ~~determined that the warrants qualify for derivative accounting as a result~~ of the related issuance of the convertible notes. As of September 30, 2024 and December 31, 2023, the Company valued the fair value on the 6,735,297,364 and 5,594,708,812 units of common stock purchase warrants granted at $1,344,114 and $1,093,440 based on Black-Scholes option valuation model, respectively.Contents

NOTE 6 – PROMISSORY NOTES

The Company had the following promissory notes payable as at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024:

	September 30,2024		December 31,2023
	March 31, 2025		December 31,2024
Promissory Notes to Auctus Fund	$	340,000	$	340,000
Total Promissory Notes	$	340,000	$	340,000

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 and default interest rate at 16%. The promissory note matures on March 4, 2022. In conjunction with the promissory 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 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. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the note is presented at $300,000, net of debt discount of $0. The note is currently in default.

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 and default interest rate at 16%. The promissory note matures on December 6, 2022. In conjunction with the promissory 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 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. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the note is presented at $40,000, net of debt discount of $0. The note is currently in default.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, interest expense of $3913,~~636~~019 and $3913,~~492~~164 was incurred on the promissory notes, respectively. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, accrued interest payable on the promissory note was $~~178~~204,~~245~~573 and $~~138~~191,~~609~~554, respectively.

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NOTE 7 - CONVERTIBLE NOTES

The Company had the following unsecured convertible notes payable as at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024:

	September 30,2024			December 31,2023
	March 31, 2025			December 31, 2024
Convertible Notes in default	$	~~705~~767,974		$	~~619~~767,~~530~~974
Convertible Notes		~~213~~221,~~000~~224			~~148~~171,~~444~~000
Less: Unamortized debt discount		(9890,~~108~~077	)		(6481,~~016~~526	)
		114,892			84,428
		131,147			89,474
Total	$	~~820~~899,~~866~~121		$	~~703~~857,~~958~~448

~~Promissory~~15 ~~Notes~~Table ~~Payable~~of ~~to Auctus Fund~~Contents

Convertible 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 default interest rate at 24% per annum. The convertible promissory note 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.

From year ended December 31, 2017 to year ended December 31, 2021, total principal of $59,265 and accrued interest of $27,723 were converted into 1,868,084,536 shares of common stock.

As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the principal due on the note is $1,265.

This note is currently in default.

Auctus #3

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

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

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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.

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 The note bears interest at 12% of the principal amount and default interest rate at 22%. The convertible promissory note ~~maturs~~ matures 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.

As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the principal amount due on the note is $50,745.

This note is currently in default.

Auctus #5

On March 7, 2018, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $30,000 with a $5,000 original issue discount. The convertible promissory note bears interest at 12% per annum and default interest rate at 24% per annum. The convertible promissory 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.

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During the year ended December 31, 2021, accrued interest of $26,384 were converted into 168,027,000 shares of common stock.

As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the principal amount due on the note is $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 default interest rate of 24% per annum. The convertible promissory note 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. 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 ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the principal amount due on the note is $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 default interest rate of 24% per annum. The convertible promissory note 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. 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.

15As ~~Table~~ of ~~Contents~~March 31, 2025 and December 31, 2024, the principal amount due on the note is $62,500.

As of September 30, 2024 and December 31, 2023, the principal amount due on the note is $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 default interest rate of 24% per annum. The convertible promissory note 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. In conjunction with the convertible note, the Company issued warrants to purchase 500,000,000 shares of common stock, exercisable for five years from issuance at $0.0001 per share. During the year ended December 31, 2022, the Company issued 176,411,500 shares of common stock for the exercise of 201,613,143 units of share purchase warrants. During the ~~nine~~year ~~months~~ ended ~~September~~December 3031, 2024, the Company issued 57,915,500 shares of common stock for the exercise of 71,078,114 units of share purchase warrants. AsDuring ofthree ~~September~~months 30ended March 31, ~~2024~~2025, ~~the~~38 ~~outstanding~~ units of share purchase warrants ~~was~~were 38exercised. Through March 31, 2025, all warrants were exercised.

As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the principal amount due on the note is $100,000.

This note is currently in default.

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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 and default interest rate of 24% per annum. The convertible 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. During the ~~nine~~year ~~months~~ ended ~~September~~December 3031, 2024, the Company issued 10100,000,000 shares of common stock for the exercise of 133,333,334 units of share purchase warrants. AsDuring ofthe ~~September~~three 30months ended March 31, ~~2024~~2025, ~~the~~73,333,332 ~~outstanding~~ units of share purchase warrants ~~was~~were 73exercised. Through March 31,~~333~~ 2025,~~332~~ all warrants were exercised.

As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the principal amount due on the note is $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 and default interest rate of 24% per annum. 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 or 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. During the three months ended March 31, 2025, 76,666,630 units of share purchase warrants were exercised. As of March 31, 2025, 2,148,333,370 units of purchase warrants were outstanding.

16As ~~Table~~ of ~~Contents~~March 31, 2025 and December 31, 2024, the principal amount due on the note is $225,000.

As of September 30, 2024 and December 31, 2023, the principal amount due on the note is $225,000.

This note is currently in default.

Auctus#13

On May 12, 2022, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $52,000 to the unrelated party, which bears interest at 12% of the principal amount and default interest rate of 16% per annum. The convertible promissory note matures on May 12, 2023. The note is convertible into common shares of $0.0005 per share. The note was discounted for a derivative and the discount of $52,000 is being amortized over the life of the note using the effective interest method. As of ~~September~~December 3031, 2024, the unamortized note discount was fully amortized. In conjunction with the convertible note, the Company issued warrants to purchase 104,000,000 shares of common stock (“First Warrant”), exercisable for five years from issuance at $0.0005 per share and warrants to purchase 104,000,000 shares of common stock (“Second Warrant”), exercisable for five years form issuance at $0.0005 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.

As18 Table of ~~September 30, 2024 and December 31, 2023, the principal amount due on the note is $52,000.~~Contents

As of March 31, 2025 and December 31, 2024, the principal amount due on the note is $52,000.

This note is currently in default.

Auctus#14

On October 31, 2022, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $18,520. The convertible promissory note matures on October 31, 2023 and bears an annual interest rate at 12% and default interest rate of 16% per annum. The note is convertible into common shares of $0.0005 per share. The note was discounted for a derivative and the discount of $18,520 is being amortized over the life of the note using the effective interest method. As of ~~September~~December 3031, 2024, the unamortized note discount was fully amortized. In conjunction with the convertible note, the Company issued warrants to purchase 37,040,000 shares of common stock (“First Warrant”), exercisable for five years from issuance at $0.0005 per share and warrants to purchase 37,040,000 shares of common stock (“Second Warrant”), exercisable for five years form issuance at $0.0005 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 ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the principal amount due on the note is $18,520.

This note is currently in default.

Auctus#15

On July 18, 2023, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $86,444. The convertible promissory note matures on July 18, 2024 and bears an annual interest rate at 12% and default interest rate of 16% per annum. The note is convertible into common shares of $0.0005 per share. The note was discounted for a derivative and the discount of $29,111 is being amortized over the life of the note using the effective interest method. During the ~~nine~~year ~~months~~ ended ~~September~~December 3031, 2024, the amortization of note discount was $15,908. As of ~~September~~March 3031, 2025 and December 31, 2024, the unamortized note discount was fully amortized.

As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the principal amount due on the note is $86,444 and $70,536, respectively.

17This ~~Table~~note ofis ~~Contents~~currently in default.

Auctus#16

On October 10, 2023, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $62,000 for proceeds of $59,000. The convertible promissory note matures on October 10, 2024 and bears an annual interest rate at 12% and default rate of 16% per annum. The note is convertible into common shares of $0.0005 per share. The note was discounted for a derivative and the discount of $62,000 is being amortized over the life of the note using the effective interest method. During the ~~nine~~year ~~months~~ ended ~~September~~December 3031, 2024, the amortization of note discount was $4648,~~415~~109. As of March ~~September 30~~31, ~~2024~~2025 and December 31, ~~2023~~2024, the unamortized note discount was ~~$1,694~~fully ~~and $48,109, respectively~~amortized. In conjunction with the convertible note, the Company issued warrants to purchase 92,441,997 shares of common stock (“First Warrant”), exercisable for five years from issuance at $0.0005 per share and warrants to purchase 92,441,997 shares of common stock (“Second Warrant”), exercisable for five years form issuance at $0.0005 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 ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the ~~note~~principal isamount ~~presented~~due ~~net~~on ofthe anote ~~debt~~is ~~discount of~~ $6062,~~306 and $13,891, respectively~~000.

This note is currently in default.

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Auctus#17

On May 22, 2024, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $101,000 for proceeds of $97,500. The convertible promissory note matures on May 22, 2025 and bears an annual interest rate at 12% and default rate of 16% per annum. The note is convertible into common shares of $0.0002 per share. On August 8, 2024, the Company entered into an agreement with Auctus Fund, LLC to amend the principal amount for a convertible note from $101,000 to $117,500. The additional $16,500 was wired to the Company by the noteholder on July 9, 2024. The note was discounted for a derivative and the discount of $101,000 is being amortized over the life of the note using the effective interest method. During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, the amortization of note discount was $3624,~~249~~904. As of ~~September~~March 3031, ~~2024~~2025, the unamortized note discount was $6414,~~751~~389. In conjunction with the convertible note, the Company issued warrants to purchase 505,000,000 shares of common stock (“First Warrant”), exercisable for five years from issuance at 0.0002 per share and warrants to purchase 505,000,000 shares of common stock (“Second Warrant”), exercisable for five years form issuance at $0.0002 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 ~~September~~March 3031, 2025 and December 31, 2024, the note is presented net of a debt discount of $52103,~~749.~~111 and $78,207, respectively.

Auctus#18

On September 3, 2024, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $33,500 for proceeds of $33,500. The convertible promissory note matures on September 3, 2025 and bears an annual interest rate at 12% and default rate of 16% per annum. The note is convertible into common shares of $0.0002 per share. ~~During~~The note was discounted for a derivative and the ~~nine~~discount ~~months~~of ~~ended~~$33,500 ~~September~~is 30being amortized over the life of the note using the effective interest method. During the three months ended March 31, ~~2024~~2025, the amortization of note discount was $18,~~836~~260. As of ~~September~~March 3031, ~~2024~~2025, the unamortized note discount was $3114,~~664~~961. In conjunction with the convertible note, the Company issued warrants to purchase 167,500,000 shares of common stock (“First Warrant”), exercisable for five years from issuance at 0.0002 per share and warrants to purchase 167,500,000 shares of common stock (“Second Warrant”), exercisable for five years form issuance at $0.0002 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 ~~September~~March 3031, 2025 and December 31, 2024, the note is presented net of a debt discount of $118,~~836.~~539 and $10,279, respectively.

Auctus#19

On December 13, 2024, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $20,000 for proceeds of $20,000. The convertible promissory note matures on December 13, 2025 and bears an annual interest rate at 12% and a default rate of 16% per annum. The note is convertible into common shares of $0.0001 per share. The note was discounted for a derivative and the discount of $20,000 is being amortized over the life of the note using the effective interest method. During the three months ended March 31, 2025, the amortization of note discount was $4,932. As of March 31, 2025, the unamortized note discount was $14,082. In conjunction with the convertible note, the Company issued warrants to purchase 200,000,000 shares of common stock (“First Warrant”), exercisable for five years from issuance at 0.0001 per share and warrants to purchase 200,000,000 shares of common stock (“Second Warrant”), 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 March 31, 2025 and December 31, 2024, the note is presented net of a debt discount of $5,918 and $986, respectively.

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Auctus#20

On March 5, 2025, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $50,222 for proceeds of $46,722. The convertible promissory note matures on March 5, 2026 and bears an annual interest rate at 12% and a default rate of 16% per annum. The note is convertible into common shares of $0.0001 per share. The note was discounted for a derivative and the discount of $50,222 is being amortized over the life of the note using the effective interest method. During the three months ended March 31, 2025, the amortization of note discount was $3,577. As of March 31, 2025, the unamortized note discount was $46,645. In conjunction with the convertible note, the Company issued warrants to purchase 502,220,000 shares of common stock (“First Warrant”), exercisable for five years from issuance at 0.0001 per share and warrants to purchase 502,220,000 shares of common stock (“Second Warrant”), 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 March 31, 2025, the note is presented net of a debt discount of $3,577.

Amortization of note discount

For the three months ended March 31, 2025 and 2024, the total amortization on note discount was $41,673 and $22,652 recorded under Interest Expense in the Statements of Operations, respectively.

Accrued interest on convertible notes

During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, interest expense of $~~147~~53,~~483~~643 and $~~126~~46,~~093~~778 was incurred on convertible notes, respectively. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, accrued interest payable on convertible notes was $~~677~~785,~~889~~012 and $~~530~~731,~~405~~369, respectively.

NOTE 8 - DERIVATIVE LIABILITY

The Company analyzed the conversion option for derivative accounting consideration under ASC 815, “Derivatives and Hedging,”and determined that the convertible notes should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The Company accounts for warrants as a derivative liability due to there being no explicit limit to the number of shares to be delivered upon settlement of all conversion options.

18The ~~Table~~Company determined its derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of ~~Contents~~March 31, 2025 and December 31, 2024. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement.

The Company determined its derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of September 30, 2024 and December 31, 2023. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement.

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

	Nine Months Ended
	Three Months Ended
	September 30,			September 30,
	March 31,			March 31,
	2024			2023
	2025			2024
Expected term	0.0314 - 0.9593 years			0.3430 - 0.53 years
Expected average volatility	~~189~~267% - ~~913~~660%		%	~~230~~432% - ~~393~~517%		%
Expected dividend yield		-			-
Risk-free interest rate	34.9803% - 54.4838%		%	45.7440% - 5.4346%		%

~~The~~21 ~~following~~Table ~~table~~of ~~summarizes the derivative liabilities included in the balance sheets at September 30, 2024 and December 31, 2023:~~Contents

Balance - December 31, 2022	$	2,634,867
Addition of new derivative liabilities upon issuance of convertible notes as debt discount		29,111
Reduction of derivative liabilities from exercise of warrants		(64,683	)
Addition of new derivative liabilities upon issuance of warrants as debt discount		59,000
Addition of new derivatives liabilities recognized as day one loss on convertible notes and warrants		101,123
Gain on change in fair value of the derivative		(920,612	)
Balance - December 31, 2023	$	1,838,806
Addition of new derivative liabilities upon issuance of convertible notes as debt discount		127,500
Reduction of derivative liabilities from exercise of warrants		(45,984	)
Addition of new derivatives liabilities recognized as day one loss on convertible notes and warrants		323,528
Loss on change in fair value of the derivative		702,626
Balance - September 30, 2024	$	2,946,476

The following table summarizes the derivative liabilities included in the balance sheets at March 31, 2025 and December 31, 2024:

The following table summarizes the loss (gain) on derivative liability included in the statements of operations for the three and nine months ended September 30, 2024 and 2023, respectively.

Balance - December 31, 2023	$	1,838,806
Addition of new derivative liabilities upon issuance of convertible notes as debt discount		144,500
Reduction of derivative liabilities from exercise of warrants		(45,983	)
Addition of new derivatives liabilities recognized as day one loss on convertible notes and warrants		456,471
Loss on change in fair value of the derivative		676,343
Balance - December 31, 2024	$	3,070,137
Addition of new derivative liabilities upon issuance of convertible notes as debt discount		46,722
Reduction of derivative liabilities from exercise of warrants		(14,882	)
Addition of new derivatives liabilities recognized as day one loss on convertible notes and warrants		103,898
Loss on change in fair value of the derivative		(1,566,210	)
Balance - March 31, 2025	$	1,639,665

	Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2024		2023		2024		2023
Day one loss due to derivative liabilities on convertible notes and warrants		120,518	$	-	$	323,528	$	-
Loss (Gain) on change in fair value of derivative liabilities on convertible notes and warrants		381,710	$	423,719	$	702,626	$	(606,803	)
Loss (Gain) on change in fair value of derivative liabilities		502,228	$	423,719	$	1,026,154	$	(606,803	)

The following table summarizes the loss (gain) on derivative liability included in the statements of operations for the three months ended March 31, 2025 and 2024, respectively.

19 Table of Contents

	Three Months Ended
	March 31,			March 31,
	2025			2024
Day one loss due to derivative liabilities on convertible notes and warrants	$	103,897		$	-
Loss (Gain) on change in fair value of derivative liabilities on convertible notes and warrants	$	(1,566,210	)	$	2,108,611
Loss (Gain) on change in fair value of derivative liabilities	$	(1,462,313	)	$	2,108,611

NOTE 9 - RELATED PARTY TRANSACTIONS

During the ~~nine months and~~ three months ended ~~September~~March 3031, 2025 and 2024, the Company accrued $9030,000 and $30,000 of salary payable to the Director of the Company~~, respectively~~.

During the ~~nine months and~~ three months ended ~~September~~March 3031, ~~2023~~2025 and 2024, the Company ~~accrued~~paid $906,000 and $302,000 ofowing ~~salary payable~~ to the Director of the Company for the accrued salaries, respectively.

~~During~~As ~~the~~of ~~nine~~March ~~months~~31, ~~ended~~2025 ~~September~~and 30December 31, 2024 ~~and 2023~~, the ~~Company paid~~total ~~$11,000~~amount ~~and~~due ~~$5,540 owing~~ to the ~~Director~~related ofparty ~~the~~was ~~Company~~$767,628 ~~for~~and ~~the accrued salaries~~$743,628, respectively.

As of September 30, 2024 and December 31, 2023, the total amount due to the related party was $721,128 and $642,128, respectively.

The terms and conditions are not necessarily indicative of what third parties would agree to.

NOTE 10 – ~~COMMITMENTS~~SEGMENT ~~AND CONTINGENCIES~~REPORTING

~~There~~Operating ~~are~~segments nocomprised ~~pending~~of orthe ~~threatened~~components ~~legal~~of ~~proceedings~~an asentity in which separate information is available for evaluation by the Company’s chief operating decision maker, or group of ~~September~~decision 30makers, ~~2024~~in determining how to allocate resources in evaluating performance. The Company ~~has~~consists noof ~~non-cancellable~~a single reporting segment: wrestling entertainment. The wrestling entertainment segment is comprised of the Company’s developing, producing, promoting, and distributing female wrestling events in the United States under the LFC brand name through live entertainment events, digital home videos, broadcast television networks, video on demand, and digital media channels. The Company’s chief operating ~~leases~~decision maker (“CODM”) is its Chief Executive Officer.

~~NOTE~~The 11accounting -policies ~~SUBSEQUENT~~of ~~EVENTS~~the wrestling entertainment segment are as described in the summary of significant accounting policies. The CODM evaluates the performance of the wrestling entertainment segment based on the Company’s net income (loss) as reported in the Statements of Operations. The Company’s segment assets are reported on the Balance Sheets.

In22 ~~accordance~~Table ~~with~~of ~~ASC 855-10, the Company has analyzed its operations subsequent to the September 30, 2024 to the date these financial statements were issued and has determined that it has the below subsequent events:~~Contents

OnThe ~~December~~CODM 9,reviews ~~2024,~~performance ~~the~~based ~~Company~~on ~~entered~~gross ~~into~~profit, anoperating ~~agreement with Auctus Fund~~profit, ~~LLC~~net toearnings ~~issue~~and anet ~~convertible~~earnings ~~promissory~~excluding ~~note~~the impact of ~~$20,000~~the ~~for~~fair ~~proceeds~~value ~~of $20~~adjustment,~~000.~~ ~~The~~a ~~convertible~~non-GAAP ~~promissory~~financial ~~note~~measure. ~~matures~~Operating onprofit ~~December~~is 9,reviewed ~~2025~~to ~~and~~monitor ~~bears~~the anoperating ~~annual interest rate at 12%~~ and ~~default~~administrative ~~rate~~expenses of ~~16%~~the ~~per annum~~Company. ~~The~~Profitability ~~note~~ is ~~convertible~~important ~~into~~to ~~common shares of $0.0001 per share. In conjunction with~~ the ~~convertible note, the~~ Company’s ~~issued~~ability ~~warrants~~ to ~~purchase~~grow ~~200,000,000~~and ~~shares~~expand ofoperations ~~common~~and ~~stock~~strategic ~~(“First~~initiatives. ~~Warrant”),~~The ~~exercisable~~Company ~~for~~does ~~five~~not ~~years~~have ~~from~~any ~~issuance~~operations ator ~~0.0001~~sources ~~per~~of ~~share~~revenue ~~and~~outside ~~warrants to purchase 200,000,000 shares~~ of ~~common~~the ~~stock~~United ~~(“Second Warrant”), exercisable for five years form issuance at $0~~States.~~0001~~ ~~per~~The ~~share~~Company ~~which~~does ~~will~~not behave ~~automatically~~any ~~expired~~customer inrepresenting ~~the~~more ~~event~~than ~~that~~10% ~~the~~of ~~Company~~total ~~repays~~revenues ~~the~~for ~~convertible~~any ~~promissory~~period ~~notes prior to its maturity date~~presented.

20NOTE ~~Table~~11 of– ~~Contents~~COMMITMENTS AND CONTINGENCIES

There are no pending or threatened legal proceedings as of March 31, 2025. The Company has no non-cancellable operating leases.

NOTE 12 - SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to March 31, 2025 to the date these financial statements were issued and has determined that it has the below subsequent events:

On April 14, 2025, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $100,000 for proceeds of $96,000. The convertible promissory note matures on April 14, 2026 and bears an annual interest rate at 12% and default rate of 16% per annum. The note is convertible into common shares of $0.0001 per share. In conjunction with the convertible note, the Company issued warrants to purchase 1,000,000,000 shares of common stock (“First Warrant”), exercisable for five years from issuance at $0.0001 per share and warrants to purchase 1,000,000,000 shares of common stock (“Second Warrant”), 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.

On April 29, 2025, the Company entered into an amendment agreement with Auctus Fund, LLC in which the Company will be granted an additional 32,500,000 first warrants and an additional 32,500,000 second warrants so the Company will be granted aggregate 200,000,000 first warrants and 200,000,000 second warrants instead of the 167,500,000 first warrants and 167,500,000 second warrants per the original agreement originally signed with Auctus on December 13, 2024.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Lingerie Fighting Championships, Inc., unless otherwise indicated.

General Overview

We were incorporated under the laws of the State of Nevada on November 29, 2006 under the name “Sparking Events, Inc.”. Our name was changed to Xodtec Group USA, Inc. in June 2009, Xodtec LED, Inc. in May 2010, Cala Energy Corp. in September 2013 and Lingerie Fighting Championships, Inc. on April 1, 2015.

We are a media company focused on the development, production, promotion and distribution of original entertainment which we plan to make commercially available predominantly through live entertainment events, as well as through digital home video, broadcast television networks, video-on-demand and digital media channels.

Our business and corporate address is 6955 North Durango Drive, Suite 1115-129, Las Vegas NV 89149. Our corporate website is www.LFCfights.com.

We do not have any subsidiaries.

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

Our Current Business

~~Our~~ LFC ~~business and brand~~ is ~~focused on building and establishing~~ a sports entertainment league that utilizes wrestling and mixed martial arts (“MMA”) fighting techniques for ~~purposes of providing~~ entertainment purposes. We ~~seek to~~ promote and market our brand, our programming, our events and our products via television deals, social media platforms and our own subscription website.

Our mission is to ~~establish~~continually increase the popularity of ~~our~~the LFC league and brand ~~based~~by on holding live events around the world and to promote our athletes via a reality series and merchandise such as t-shirts and calendars. Our uniqueness is derived from our ~~predominantly~~ all female league structure, where a ~~vast~~diverse ~~array~~roster of beautiful, ~~attractive~~athletic 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 ~~management~~ believes ~~that~~ the LFC’s ~~league and our~~ unique ~~approach~~content ~~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 inand ~~general~~the fighters.

21 Table of Contents

Recent Business Development

~~Over~~LFC ~~the~~is ~~past~~a ~~couple~~sports ~~years~~entertainment weleague ~~have~~that ~~seen~~utilizes awrestling ~~massive~~and ~~increase~~mixed inmartial ~~the~~arts ~~popularity~~(“MMA”) offighting ~~our~~techniques ~~YouTube~~for ~~Channel,~~entertainment ~~which~~purposes. ~~now~~We ~~has~~promote ~~nearly 800,000 subscribers~~ and ~~has~~market ~~surpassed~~our abrand, ~~quarter~~our ~~billion~~programming, ~~views.~~our ~~Recent~~ events ~~have~~and ~~been~~our ~~viewed~~products ~~nearly~~via 12television ~~million~~deals, ~~times~~social onmedia ~~average.~~platforms ~~There~~and ~~are~~our 50own ~~videos~~subscription ~~on the channel with one million views or more~~website.

~~2024~~Our mission is to continually increase the popularity of the LFC league and brand by holding live events ~~included~~around ~~LFC38:~~the ~~Angels~~world &and ~~Lil~~to ~~Devils~~promote our athletes via a reality series and merchandise such as t-shirts and calendars. Our uniqueness is derived from our all female league structure, ~~LFC39:~~where ~~Goddess~~a ~~Among~~diverse Usroster of beautiful, ~~LFC40:~~athletic ~~Booty~~and ~~Camp~~unique 5women engage in wrestling and ~~LFC41:~~MMA ~~Lingerie~~fighting ~~Fight~~techniques ~~Club.~~against Weone ~~anticipate~~another ~~doing~~for atpurposes ~~least~~of 6delivering ~~events~~high inquality ~~2025~~entertainment to mature audiences.

WeManagement ~~have~~believes ~~partnered~~the ~~with one of~~ LFC’s ~~biggest~~unique ~~sponsors,~~content ~~Healthy~~gives ~~Male,~~us a substantial competitive advantage to ~~launch~~build ~~our~~the ~~own~~popularity ~~online~~of ~~pharmacy~~the ~~called~~league ~~KnockoutRx~~and the fighters.

In24 ~~June~~Table ~~the~~of ~~LFC FaceBook page was compromised, forcing us to launch a new one in October. It has already reached 320,000 followers.~~Contents

2025 will see LFC content airing on Toro TV and we are currently in discussions with a new streaming platform interested in launching an LFC channel.

Results of Operations

Three months ended ~~September~~March 3031, ~~2024~~2025 as compared to the ~~three~~Three months ended ~~September~~March 3031, ~~2023~~2024

Our operating results for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~March 31, 2024, and the changes between those periods for the respective items are summarized as follows:

	Three Months Ended
	Three Months
	September 30,						Changes
	March 31,						Changes
Statement of Operations Data:	~~2024~~2025			~~2023~~2024			Amount			%
Revenue	$	2327,~~533~~487		$	3245,~~455~~028		$	(817,~~922~~541	)	(2739%)		%)
Cost of Services		(12,509	)		(10,449	)		(2,060	)		20	%
Cost of services		(11,064	)		(34,203	)		23,139		(68%)
Gross profit		1116,~~024~~423			2210,~~006~~825			~~(10~~5,~~982~~598	)	~~(50~~	52	%)
Total operating expenses		(~~169~~90,~~120~~893	)		(9249,~~225~~420	)		(7641,~~895~~473	)		8384	%
Other expense		(612,048	)		(489,621	)		(122,427	)		25	%
Other income (expense)		1,353,978			(2,191,205	)		3,545,183		(162%)
Net loss	$	(770,144	)	$	(559,840	)	$	(210,304	)		38	%
Net income (loss)	$	1,279,508		$	(2,229,800	)	$	3,509,308		(157%)

~~Revenues~~Revenue

We generated revenues of $2327,~~533~~487 and $3245,~~455~~028 for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. The Company’s revenue derives from the development, promotion and distribution of our live events, televised entertainment programming, sponsorship and site subscription. The decrease in revenues was attributed to a decrease in ~~live~~sponsorship ~~events~~and ~~during~~advertising ~~the quarter~~revenue.

Cost of Services

We incurred total cost of services of $1211,~~509~~064 and $1034,~~449~~203 for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. The cost of services incurred consist of labor, material, equipment and subcontractor expenses. The ~~increase~~decrease in cost of services was mainly due to an ~~increase~~decrease in ~~monthly~~subcontractor ~~commission~~cost toand ~~the~~supplies ~~webmaster~~and material costs.

Gross Profit

We recognized gross profit of $1116,~~024~~423 and $2210,~~006~~825 for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. The ~~decrease~~increase in gross profit was ~~attributed~~mainly due to alower ~~decrease~~cost inof ~~revenue~~sales ~~and~~incurred anduring ~~increase~~the inthree ~~cost~~months ofended ~~services.~~March 31, 2025.

Operating Expenses

We incurred total operating expenses of $~~169~~90,~~120~~893 and $9249,~~225~~420 for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. The increase in operating expenses was primarily due to the increase in inauditing ~~stock-based compensation, accounting~~ fees ~~and advertising and promotional cost~~. During the three months ended September 30, 2024, the Company issued an aggregate of 450,000,000 shares of common stock to the Director and consultants of the Company for service rendered valued at $90,000.

22Other ~~Table~~Income ~~of Contents~~(Expense)

~~Other~~We ~~Income~~incurred ~~(Expenses)~~other income of $1,353,978 and recognized other expense of $2,191,205 for the three months ended March 31, 2025 and 2024, respectively. The increase in other income was attributed to an increase in gain on changes in fair value of derivatives from the convertible notes and warrants due to the decrease in the Company’s stock price during the three months ended March 31, 2025 from the prior three months period ended December 31, 2024.

We incurred other expenses of $612,048 and $489,621 for the three months ended September 30, 2024 and 2023, respectively. During the three months ended September 30, 2024 and 2023, the Company incurred loss on changes in fair value of derivatives from the convertible notes and warrants of $502,228 and $423,719, respectively.

Net Income (Loss)

We ~~incurred~~recognized net ~~loss~~income of $~~770~~1,~~144~~279,508 and incurred net loss of $~~559~~2,~~840~~229,800 during the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. The increase in net ~~loss~~income was ~~due~~attributed to aan ~~decrease~~increase in ~~gross~~gain ~~profit,~~on anchanges ~~increase~~ in ~~operating~~fair ~~expenses~~value ~~and~~of anderivatives ~~increase~~from inthe ~~other~~convertible ~~expenses.~~notes and warrants.

~~Nine~~25 ~~months~~Table ~~ended~~of ~~September 30, 2024 as compared to the nine months ended September 30, 2023~~Contents

Our operating results for the nine months ended September 30, 2024 and 2023, and the changes between those periods for the respective items are summarized as follows:

	Nine Months Ended
	September 30,						Changes
Statement of Operations Data:	2024			2023			Amount			%
Revenue	$	103,041		$	88,758		$	14,283			16	%
Cost of services		(70,052	)		(51,252	)		(18,800	)		37	%
Gross profit		32,989			37,506			(4,517	)	(12		%)
Total operating expenses		(329,886	)		(204,297	)		(125,589	)		61	%
Other income (expense)		(1,313,682	)		402,662			(1,716,344	)	(426		%)
Net income (loss)	$	(1,610,579	)	$	235,871		$	(1,846,450	)	(783		%)

Revenues

We generated revenues of $103,041 and $88,758 for the nine months ended September 30, 2024 and 2023, respectively. The Company’s revenue derives from the development, promotion and distribution of our live events, televised entertainment programming and site subscription. The increase in revenues was attributed to an increase in sponsorship and advertising revenue.

Cost of Services

We incurred cost of services of $70,052 and $51,252 for the nine months ended September 30, 2024 and 2023, respectively. The cost of services incurred consist of labor, material, equipment and subcontractor expenses. The increase in cost of services was mainly due to an increase in subcontractor cost.

Gross Profit

We recognized gross profit of $32,989 and $37,506 for the nine months ended September 30, 2024 and 2023, respectively. The decrease in gross profit was attributed to an increase in cost of services.

Operating Expenses

We incurred operating expenses of $329,886 and $204,297 for the nine months ended September 30, 2024 and 2023, respectively. The increase in operating expenses was primarily due to the increase in in stock-based compensation, audit fees, listing fees and advertising and promotional cost. During the nine months ended September 30, 2024, the Company issued an aggregate of 450,000,000 shares of common stock to the Director and consultants of the Company for service rendered valued at $90,000.

Other Income (Expenses)

We incurred other expense of $1,313,682 and recognized other income of $402,662 for the nine months ended September 30, 2024 and 2023, respectively. During the nine months ended September 30, 2024 and 2023, the Company incurred loss on changes in fair value of derivatives from the convertible notes and warrants of $1,026,154 and recognized gain on changes in fair value of derivatives from the convertible notes and warrants of $606,803, respectively.

23 Table of Contents

Net Income (Loss)

We incurred net loss of $1,610,579 and recognized net income of $235,871 during the nine months ended September 30, 2024 and 2023, respectively. The increase in net loss was mainly due to a decrease in gross profit, an increase in operating expenses and an increase in other expense and operating expenses.

Liquidity and Capital Resources

	September 30,			December 31,			Changes
	March 31,			December 31,			Changes
Working Capital Data:	~~2024~~2025			~~2023~~2024			Amount			%
Current Assets	$	~~12,835~~713		$	52,~~295~~193		$	7(1,~~540~~480	)	(67%)	~~142~~	%
Current Liabilities	$	54,~~686~~639,~~537~~670		$	45,~~204~~935,~~402~~861		$	(1,~~482~~296,~~135~~191	)	(22%)	35	%
Working Capital Deficiency	$	(54,~~673~~638,~~702~~957	)	$	(45,~~199~~933,~~107~~668	)	$	(1,~~474~~294,~~595~~711	)	(22%)	35	%

At ~~September~~March 3031, ~~2024~~2025, we had a working capital deficiency of $54,~~673~~638,~~702~~957 and an accumulated deficit of $109,~~913~~891,~~188~~287. The Company intends to fund future operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, ~~2024~~2025.

The decrease in working capital deficiency of $4,638,957 as of March 31, 2025 over $5,933,668 as of December 31, 2024 was due to the decrease in derivative liabilities.

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 ~~nine~~ three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~March 31, 2024:

	Nine Months Ended
	Three Months
	September 30,						Changes
	March 31,						Changes
Cash Flows Data:	~~2024~~2025			~~2023~~2024			Amount			%
Cash Flows used in Operating Activities	$	(~~136~~48,~~460~~202	)	$	(932,~~300~~949	)	$	(4345,~~160~~253	)	1535%	46	%
Cash Flows provided by Financing Activities		144,000			86,444			57,556			67	%
Cash Flows used in Investing Activities		-			-			-			-
Net increase (decrease) in cash during period	$	7,540		$	(6,856	)	$	14,396		(210		%)
Cash Flows provided by Financing Activities		46,722			-			46,722			100%
Net decrease in cash during period	$	(1,480	)	$	(2,949	)	$	1,469		(50%)

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, net cash flows used in operating activities was $~~136~~48,~~460~~202, consisting of a net ~~loss~~income of $1,~~610~~279,~~579~~508, decreased by ~~stock-based~~gain ~~compensation of $90,000, loss~~ on change in fair value of derivative liabilities, and increased by depreciation of $~~1,026,154~~322 and amortization of debt discount of $~~100~~41,~~408~~673 and net changes in operating ~~assets and~~ liabilities of $~~257~~92,~~557~~608.

24During ~~Table~~the three months ended March 31, 2024, net cash flows used in operating activities was $2,949 consisting of ~~Contents~~a net loss of $2,229,800, decreased by loss on change in fair value of derivative liabilities of $2,108,611 and amortization of debt discount of $22,652 and net changes in operating assets and liabilities of $95,588.

During the nine months ended September 30, 2023, net cash flows used in operating activities was $93,300 consisting of a net income of $235,871, decreased by gain on change in fair value of derivative liabilities of $606,803 and increased by amortization of debt discount of $39,112 and net changes in operating assets and liabilities of $238,520.

Cash Flows from Investing Activities

There were no investing activities during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024.

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Cash Flows from Financing Activities

During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~March 31, 2024, net cash provided by financing activities was $~~144~~46,~~000~~722 and $~~86,444~~0 ~~through~~attributed to proceeds from the issuance of convertible notes, respectively.

Off-Balance Sheet Arrangements

As of ~~September~~March 3031, ~~2024~~2025, we had no off-balance sheet arrangements.

Critical Accounting Policies

Critical Accounting Policies and Significant Judgments and 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 and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of income and expense during the reporting periods presented.

Our critical estimates include revenue recognition, intangible assets and derivatives. Although we believe that these estimates are reasonable, actual results could differ from those estimates given a change in conditions or assumptions that have been consistently applied. We also have other policies that we consider key accounting policies, such as our policy for revenue recognition, however, the application of these policies does not require us to make significant estimates or judgments that are difficult or subjective.

The critical accounting policies used by management and the methodology for its estimates and assumptions are as follows:

Convertible Financial Instruments

We bifurcate conversion options from their host instruments and accounts for them as free standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable GAAP.

When we have determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying Common Stock at the commitment date of the transaction and the effective conversion price embedded in the instrument.

Stock-Based Compensation

We measure the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date. For non-employees, as per ASU No. 2018-7, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Stock-Based Payment Accounting, remeasurement is not required. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by us in the same expense classifications in the consolidated statements of operations, as if such amounts were paid in cash. Also, refer to Note 2 – Summary of Significant Accounting Policies, in the financial statements that are included in this Annual Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (our principal executive officer, principal financial officer and principal accounting officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer has concluded that as of such date, our disclosure controls and procedures were not effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our Company’s or our Company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

However, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

As of ~~September~~March 3031, ~~2024~~2025, the Company had the following convertible notes and promissory notes of $1,~~045~~107,974 in default:

	Issuance date	Expire date	Net Amountat default
			Net
	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
Auctus#11	3/4/2021	3/4/2022	$	300,000
Auctus#12	12/6/2021	12/6/2022	$	40,000
Auctus#13	5/16/2022	5/16/2023	$	52,000
Auctus#14	10/31/2022	10/31/2023	$	18,520
Auctus#15	7/18/2023	7/18/2024	$	86,444
			$	1,045,974
Auctus#16	10/10/2023	10/10/2024	$	62,000
			$	1,107,974

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit Number		Description
(31)		Rule 13a-14 (d)/15d-14d) Certifications
31.1*		Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)		Section 1350 Certifications
32.1*		Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101*		Interactive Data File
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

______________

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		LINGERIE FIGHTING CHAMPIONSHIPS, INC.
		(Registrant)
Dated: January 8, 2025		/s/ Shaun Donnelly
Dated: May 19, 2025		/s/ Shaun Donnelly
		Shaun Donnelly
		Chief Executive Officer, ChiefFinancial Officer and Director
		(Principal Executive Officer, PrincipalFinancial Officer and PrincipalAccounting 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	~~January~~May 819, 2025
Shaun Donnelly	Officer (Principal Financial and Accounting Officer), and Director

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Filing Compare · LINGERIE FIGHTING CHAMPIONSHIPS, INC.