Filed 2026-03-30 · Period ending 2025-12-31 · 28,019 words · SEC EDGAR
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# LINGERIE FIGHTING CHAMPIONSHIPS, INC. (BOTY) — 10-K
**Filed:** 2026-03-30
**Period ending:** 2025-12-31
**Accession:** 0001640334-26-000565
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1407704/000164033426000565/)
**Origin leaf:** de88e02b9319748276ace65e1fa7f722a8f8a1eeb10eecf2bccd3d06b5c2b1ad
**Words:** 28,019
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U. S. Securities and Exchange CommissionWashington, D.C. 20549FORM 10-K
| | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended **December 31, 2025**
| | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
**Commission File No. 333-148005**
| LINGERIE FIGHTING CHAMPIONSHIPS, INC. | |
| (Name of small business issuer as in its charter) | |
| Nevada | | 47-1399226 | |
| (State or other jurisdiction ofincorporation or organization) | | (IRS EmployerIdentification No.) | |
**6955 North Durango Drive, Suite 1115-129**
**Las Vegas, NV 89149**
(Address of principal executive offices, Zip Code)
**(702) 505-0743**
(Registrant's telephone number, including area code)
Securities Registered under Section 12(b) of the Exchange Act:**None**
Securities Registered under Section 12(g) of the Exchange Act: **Common stock, par value $0.001 per share**
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant Section 13 or 15(d) of the Exchange Act. Yes No
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, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | | Accelerated filer | | |
| Non-accelerated Filer | | Smaller reporting company | | |
| Emerging growth company | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No
Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).
The aggregate market value of registrants voting and non-voting common equity held by non-affiliates (as defined by Rule 12b-2 of the Exchange Act) computed by reference to the average bid and asked price of such common equity on June 30, 2025 was $899,099.
The number of shares of registrant's common stock outstanding as of March 30, 2026 was 576,936.
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**LINGERIE FIGHTING CHAMPIONSHIPS, INC.**
**2025 ANNUAL REPORT ON FORM 10-K**
| PART I. | |
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| Item 1. | Business | 4 | | |
| Item 1A. | Risk Factors | 8 | | |
| Item 1B. | Unresolved Staff Comments | 8 | | |
| Item 1C. | Cybersecurity | | 9 | | |
| Item 2. | Properties | 9 | | |
| Item 3. | Legal Proceedings | 9 | | |
| Item 4. | Mine Safety Disclosures | 9 | | |
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| PART II. | |
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| Item 5. | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 10 | | |
| Item 6. | [Reserved] | 10 | | |
| Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 10 | | |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risks | 14 | | |
| Item 8. | Financial Statements and Supplementary Data | F-1 | | |
| Item 9. | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | 15 | | |
| Item 9A. | Controls and Procedures | 15 | | |
| Item 9B | Other Information | 15 | |
| | | |
| PART III. | |
| | | |
| Item 10. | Directors, Executive Officers and Corporate Governance | 16 | | |
| Item 11. | Executive Compensation | 18 | | |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 18 | | |
| Item 13. | Certain Relationships and Related Transactions and Director Independence | 20 | | |
| Item 14. | Principal Accounting Fees and Services | 21 | |
| Item 15. | Other Information | | 21 | | |
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| PART IV. | |
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| Item 16. | Exhibits, Financial Statement Schedules | | 23 | |
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**FORWARD LOOKING STATEMENTS**
This annual report on Form 10-K contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as expects, anticipates, intends, plans, believes, seeks, estimates and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this annual report on Form 10-K. Additionally, statements concerning future matters are forward-looking statements.
Although forward-looking statements in this annual report on Form 10-K reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward- looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings Risks Factors and Management's Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-K. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this annual report on Form 10-K, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this annual report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
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**PART I**
**ITEM 1. BUSINESS**
As used in this Annual Report, we, us, our, LFC, Company or our Company refers to Lingerie Fighting Championships, Inc.
**History**
We were incorporated in Nevada on November 29, 2006 under the name Sparking Events, Inc., and on September 16, 2013 our corporate name was changed to Cala Energy Corp., (formally, Xodtec LED, Inc.) under which we were engaged in the business of offering services, such as enhanced oil recovery and material supplies, to gas and oil fields predominantly located in Southeast Asia. We were not successful in our efforts and discontinued this line of business.
On March 31, 2015, the Company, pursuant to a share exchange agreement (the "Share Exchange Agreement"), among the Company, Lingerie Fighting Championships, Inc. (LFC), and the holders of all of the outstanding common stock and convertible notes of LFC exchanged their common stock and convertible notes of LFC for a total of 1,675 shares of common stock, which represented 84.70% of the Company's common stock after giving effect to the issuance of the shares pursuant to the Share Exchange Agreement and the shares of common stock issued in the private placement described in the following paragraph. The issuance of the 1,675 shares of common stock to the former holders of LFC's common stock and convertible notes in exchange for the capital stock of LFC is referred to as the reverse acquisition transaction. The sole director and chief executive officer of LFC became a director and the chief executive officer of the Company. As a result of the reverse acquisition, the Company's business has become the business of LFC.
As a result of the reverse acquisition with LFC, we ceased to be a shell company on March 31, 2015.
Effective as of April 1, 2015, we changed our name to Lingerie Fighting Championships, Inc. a name which more accurately represents our new business. We effected the name change by virtue of a short form merger, pursuant to which LFC (our wholly owned subsidiary after the LFC Acquisition) merged with and into the Company, with the Company remaining as the surviving parent corporation. In connection with the name change, we submitted to FINRA a voluntary request for the change of our OTC trading symbol. Our Common Stock now trades under the symbol BOTY.
As a result of, and in connection with, the reverse acquisition, the Company changed its fiscal year to December 31, which was LFCs fiscal year, from a fiscal year ending February 28.
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**Our Business**
LFC is a popular sports entertainment league that utilizes wrestling and mixed martial arts (MMA) fighting techniques for purposes of providing entertainment. We seek to promote and market our brand, our programming, our events and our products.
Our mission is to establish the popularity of our LFC league and brand based on holding live events and to promote our athletes via a reality series and merchandise such as t-shirts and calendars. Our uniqueness is derived from our predominantly all female league structure, where a vast array of beautiful, attractive and unique women engage in wrestling and MMA fighting techniques against one another for purposes of delivering high quality entertainment to mature audiences.
Our management believes that the LFC league and our unique approach in applying a predominantly all female league structure to wrestling and mixed martial arts gives us a substantial competitive advantage to build the popularity of the LFC league in general.
**Recent Business Development**
Over the past couple years we have seen a massive increase in the popularity of our YouTube Channel, which now has more than 800,000 subscribers and more than a quarter billion views. Recent events have been viewed nearly 10 million times on average. We have seen our FB page grow to nearly 4 million followers in the past year and our IG to more than 500,000 followers.
On February 14,2026, we released our most recent event, LFC46: Tunnel of Love. We anticipate doing more events in 2026 than any previous year.
**Our Events**
Our operations seek to be organized around the development, promotion and distribution of our live events and televised entertainment programming. We also seek to develop branding and merchandising avenues for revenues.
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**Live Events**
Our live events are a unique mix of MMA and professional wrestling performed before a live audience and recorded and edited by our in-house production team.
To date, we have hosted 46 live events across the U.S. and Europe as well as more than 120 episodes of a reality series which are normally 30 minutes each. Our brand is growing on social media where our content has been viewed by more than a quarter billion people.
**Video Programming**
We are an independent producer of video programming for digital home video and intend to develop such video programming for broadcast television, cable television, pay-per-view and video-on-demand markets. We produce scripted style fights featuring attractive and athletic females of the LFC league clothed in lingerie. Our featured episodes, called the Lingerie Fighting Championships, include live action content stylized and modelled in the format of a reality television series.
**Television Programming; Pay-Per View Programming**
We will produce and own our television programming and video library and believe that pay-per-view and video-on- demand television distribution presents opportunities to generate revenue for our business. In an effort to build our LFC brand, we plan to distribute our live event programming through pay-per-view and video-on-demand television outlets in the future.
**Home Video**
We expect to pursue opportunities in the home video market by licensing, on a distribution fee and/or royalty basis, our growing video library to third parties to develop, produce, manufacture, and sell DVDs for the home video market. We hope to develop a video library with proprietary material from our live events, television broadcasts, special events and behind the scenes content of live events. To date, we have developed and produced an LFC DVD entitled Lingerie Fighting Championships: Lace vs Leather which is currently being sold on the LFC official website (www.lingeriefc.com) as well as Amazon.com.
It is intended that we will continue to produce and develop our video programming to be sold in DVD volume installments in retail stores and on-line via such e-commerce platforms such as the LFC official site (www.lingeriefc.com) and other third party retailers including, but not limited to, Amazon and iTunes. We are currently in discussion with various other retailers specializing in home video distribution. All references herein to Amazon, iTunes, YouTube or Facebook are to websites operated by such entities and we do not have any rights, affiliation or license with them other than the presence of our media or products on such media platforms as set forth herein.
**Online Programming**
We utilize the Internet to communicate with our fans and market and distribute our various programming. Through our network of websites and social media, our fans and customers can obtain the latest news and information onLFC, purchase our live event tickets, home video programming, and purchase our branded merchandise. Our main site is www.lingeriefc.com.
**Branded Merchandise**
*Licensing and Direct Sales.*We believe that licensing of LFC names, logos and copyrighted works on a variety of retail products presents a further opportunity to generate revenues. As our brand grows, we expect to pursue greater opportunities to expand our licensing efforts through a more comprehensive licensing program.
**Competition**
*Competition for Viewers*. The entertainment market in which we operate has a limited fan base and is highly competitive. We must compete for the time and attention of viewers with more established content programming and entertainment value. We compete on the basis of a number of factors, including quality of experience, relevance, accessibility, perceptions of ad load, brand awareness and reputation.
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*List of Competitors*. Our events, we anticipate, caters to a niche audience. Our audience, we anticipate, will consist primarily of a mature audience with an appreciation of MMA and contact sports and professional wrestling. We compete with athletic events as well as mature audience entertainment. While we do pride our business model on having an athletic appeal, we do not deem ourselves as a conventional full contact sport, and our events are designed as scripted fictional entertainment. For additional details on risks related to competition for listeners, please refer to the section entitled Risk Factors.
Our competitors include among others:
| | | Sports Entertainment Providers. We compete on a national basis primarily with World Wrestling Entertainment, Inc., and its subsidiaries (collectively, the WWE) and Zuffa, LLC, the American sports promotion company specializing in mixed martial arts and parent company of the Ultimate Fighting Championship league (collectively, the UFC). We will have to compete with WWE and the UFC in many aspects of our business, including viewership, application of mixed martial arts, access to arenas, the sale and licensing of branded merchandise and distribution channels for our televised programs. We also directly compete to find, hire and retain talented performers. WWE and UFC have substantially greater financial resources than we do, and already has an established fan base and following, and are affiliated with television cable networks on which WWEs and UFCs programs are aired. Other sources of competition in our sports entertainment market are regional promoters of wrestling events. | |
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| | | Television Network Scheduling. Conventional sports channels may not accept us or may limit us to less popular time slots. Because we are not a conventional sports league, and due to the mature target audience for our events, mainstream sporting channels may not accept us or may limit our events to mid-day, late night or "half time" type channel slots, as opposed to prime-time televised scheduling. | |
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| | | Other Forms of Media. We compete for the time and attention of our listeners with providers of other forms of in- home and mobile entertainment. We rely on having a modest but growing YouTube following. To the extent existing or potential viewers choose to watch cable television, stream video from on-demand services such as Netflix, Hulu, VEVO or YouTube or play interactive video games on their home-entertainment system, computer or mobile phone rather than view our LFC programming or attend our live events, these content services pose a competitive threat. | |
**Government Regulation**
*Live Events*. In various states in the United States and some foreign jurisdictions, athletic commissions and other applicable regulatory agencies require fighting leagues to obtain licenses for promoters, medical clearances and/or other permits or licenses for performers and/or permits for events in order for us to promote and conduct live events. Since we are scripted and not a full contact competitive sport, we are not subject to such regulation. If rules change or if our business structure changes or if we are perceived as being an athletic full contact sport, we could become subject to such regulation. In the event that we fail to comply with the regulations of a particular jurisdiction, we may be prohibited from promoting and conducting our live events in that jurisdiction. The inability to present our live events over an extended period of time or in a number of jurisdictions could lead to a decline in the various revenue streams generated from our live events, which could adversely affect our operating results.
*Television Programming*. The production of television programming by independent producers is not directly regulated by the federal or state governments, but the marketplace for television programming in the United States and internationally is substantially affected by government regulations applicable to, as well as social and political influences on, television stations, television networks and cable and satellite television systems and channels. We voluntarily designate the suitability of each of our television shows using standard industry ratings. Changes in governmental policy and private- sector perceptions could further restrict our program content and adversely affect our levels of viewership and operating results.
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*Online Programming*. The Company intends to conduct business on the internet and will be subject to a number of foreign and domestic laws and regulations relating to consumer protection, information security, data protection and privacy, among other things. Many of these laws and regulations are still evolving and could be interpreted in ways that could harm our business. In the area of information security and data protection, the laws in several states require companies to implement specific information security controls to protect certain types of information. Likewise, all but a few states have laws in place requiring companies to notify users if there is a security breach that compromises certain categories of their information. Any failure on our part to comply with these laws may subject us to significant liabilities.
**Intellectual Property**
*Trademarks and Copyrights*. We believe that intellectual property and merchandising will be material to our business and we will expend cost and effort in an attempt to develop and protect our intellectual property and to maintain compliance vis--vis other parties' intellectual property. A principal focus of our efforts is to protect the intellectual property relating to our originally created characters portrayed by our performers, which encompasses images, likenesses, names and other identifying indicia of these characters. We have registered the domain name www.lingeriefc.com as our website. We currently do not have any registered trademarks. We may, however, seek to register or assert common law rights with respect to the names, terms, slogans, titles and event names we have been using to date.
We anticipate some revenues from branding merchandise, apparel, and particularly lingerie and swimwear using both our and other licensed brands. To accomplish this, we will have to rely on a combination of intellectual property rights, including trade secrets, copyrights, trademarks, contractual restrictions, technological measures and other methods. Further, we seek to enforce our intellectual property rights by, among other things, searching the internet to ascertain unauthorized use of our intellectual property, seizing goods that feature unauthorized use of our intellectual property and seeking restraining orders and/or damages in court against individuals or entities infringing our intellectual property rights. Our failure to curtail piracy, infringement or other unauthorized use of our intellectual property rights effectively, or our infringement of others' intellectual property rights, could adversely affect our operating results. We may be the subject of trademark and copyright infringements suits from other companies that seek to protect their names or marks on the basis of similarity or dilution, and no assurance can be made that we will be able to defend such actions.
**Employees**
The Company has one employee, Shaun Donnelly, our Chief Executive Officer and Chief Financial Officer. Cast and crew are hired on a contract basis for each live event.
**Available Information**
Our website address is *www.LFCfights.com*. We do not intend our website address to be an active link or to otherwise incorporate by reference the contents of the website into this Report. The public may read and copy any materials the Company files with the U.S. Securities and Exchange Commission (the SEC) at the SECs Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0030. The SEC maintains an Internet website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.
**ITEM 1A. RISK FACTORS**
We are not required to provide this information as we are a smaller reporting company.
**ITEM 1B. UNRESOLVED STAFF COMMENTS**
Not applicable.
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**ITEM 1C. CYBERSECURITY**
We have implemented cybersecurity risk management procedures, in accordance with our risk profile and business size. We rely on our information technology to operate our business. As such, we have policies and processes designed to protect our information technology systems, some of which are managed by third parties, and resolve issues in a timely manner in the event of a cybersecurity threat or incident.
We have designed our business applications to minimize the impact that cybersecurity incidents could have on our business and have identified back-up systems where appropriate. We seek to further mitigate cybersecurity risks through a combination ofmonitoring and detectionactivities, use of anti-malware applications, employee training, quality audits and communication and reporting structures, among other processes. We have a trained group of people to carry out the activities of monitoring and detection of cybersecurity threats and respond to any cybersecurity threats or incidents. The Head of IT department is responsible for oversight of cybersecurity risks and addressing potential cybersecurity risks to business programs, employees, clients, vendors and partners. The Head of IT Department reports to our Chief Executive Officer who reports to the Audit Committee at the board-level, as appropriate.
As of December 31, 2025, we have not identified an indication of a cybersecurity incident that would have a material impact on our business and financial statements.
**ITEM 2. PROPERTIES**
We do not own or lease any property. Our mailing address is 6955 North Durango, Suite 1115-129, Las Vegas, NV, 89149, telephone (702) 505-0743. Our website is www.LFCfights.com.
**ITEM 3. LEGAL PROCEEDINGS**
Other than described below, we are not currently involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our Companys or our Companys 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 4. MINE SAFETY DISCLOSURES**
Not Applicable.
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**PART II**
**ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES**
**(a) Market Information.**
Our common stock trades on the OTC Pink under the symbol BOTY. The former symbol for our common stock was OILL and, after the reverse stock split, OILLD. The symbol was changed to BOTY on April 29, 2015.
**(b) Holders**
As of March 30, 2026, we had approximately 262 shareholders of our common stock. Such number of record holders was derived from the records maintained by our transfer agent, VStock Transfer. This figure does not include those shareholders whose certificates are held in the name of broker-dealers or other nominees.
**(c) Dividends**
We have never paid any cash dividends on our common shares, and we do not anticipate that we will pay any dividends with respect to those securities in the foreseeable future. Our current business plan is to retain any future earnings to finance the expansion development of our business. The payment of future cash dividends is subject to the discretion of the Board of Directors and will depend upon the Company's earnings (if any), general financial condition, cash flows, capital requirements and other considerations deemed relevant by the Board of Directors.
**(d) Securities Authorized for Issuance under Equity Compensation Plan**
At December 31, 2025, we did not have any equity compensation plans that were not approved by stockholders.
**Transfer Agent**
Our transfer agent is VStock Transfer, LLC., 18 Lafayette Place Woodmere, NY 11598. Their telephone number is (212) 828-8436.
**Recent Sales of Unregistered Securities**
On November 19, 2025, the Company issued 19,500shares of common stock for the exercise of29,250units of share purchase warrants.
On February 11, 2026, the Company issued 21,018 shares of common stock the exercise of 42,000 units of share purchase warrants.
**Rule 10B-18 Transactions**
During the year ended December 31, 2025, there were no repurchases of the Companys common stock by the Company.
**ITEM 6. [RESERVED]**
**ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS FINANCIAL CONDITION AND RESULTS OF OPERATIONS**
*The following discussion of the results of our operations and financial condition should be read in conjunction with our financial statements and the related notes, which appear elsewhere in this report. The following discussion includes forward-looking statements. For a discussion of important factors that could cause actual results to differ from results discussed in the forward-looking statements, see "Forward Looking Statements."*
**Overview**
LFC is a media company focused on the development, production, promotion and distribution of original entertainment which we plan to make commercially available predominantly through live entertainment events, as well as through digital home video, broadcast television networks, video-on-demand and digital media channels. As a result, we have ceased to be a shell company. Effective as of April 1, 2015, we changed our name to "Lingerie Fighting Championships, Inc.," (by virtue of the short form merger with our new LFC subsidiary) to reflect our new business focus.
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**Results of Operations**
**Year ended December 31, 2025 as compared to the Year ended December 31, 2024**
Our operating results for the years ended December 31, 2025 and December 31, 2024, and the changes between those periods for the respective items are summarized as follows:
| | | Year Ended | | | | | | |
| | | December 31, | | | Changes | | |
| Statement of Operations Data: | | 2025 | | | 2024 | | | Amount | | | % | | |
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| Revenue | | $ | 208,485 | | | $ | 132,978 | | | $ | 75,507 | | | | 57 | % | |
| Cost of services | | | (237,659 | ) | | | (84,995 | ) | | | (152,664 | ) | | | 180 | % | |
| Gross profit (loss) | | | (29,174 | ) | | | 47,983 | | | | (77,157 | ) | | (161 | %) | |
| Total operating expenses | | | (420,868 | ) | | | (392,454 | ) | | | (28,414 | ) | | | 7 | % | |
| Other expense | | | (117,118 | ) | | | (1,523,715 | ) | | | 1,406,597 | | | (92 | %) | |
| Net loss | | $ | (567,160 | ) | | $ | (1,868,186 | ) | | $ | 1,301,026 | | | (70 | %) | |
*Revenue*
We generated revenues of $208,485 and $132,978 for the years ended December 31, 2025 and 2024, respectively. The Companys revenue derives from the development, promotion and distribution of our live events, televised entertainment programming, sponsorship, site subscription, licensing and advertising. The increase in revenues was attributed to an increase in licensing revenue with broadcast agreement signed with Maybacks and an increase in advertising revenue with agreement signed with Meta in 2025..
*Cost of Services*
We incurred total cost of services of $237,659 and $84,995 for the years ended December 31, 2025 and 2024, respectively. The cost of services incurred consist of labor, material, equipment and subcontractor expenses. The increase in cost of services was mainly due to the increase in event production costs, promotion cost incurred during the UK events in July 2025 and consulting fees for YouTube channel.
*Gross Profit*
We incurred gross loss of $29,174 and recognized gross profit $47,983 for the years ended December 31, 2025 and 2024, respectively. The decrease in gross profit was mainly due to the decrease in sponsorship revenue and the increase in event production costs, promotion cost incurred during the UK events in July 2025 and consulting fees for YouTube channel.
The decrease in gross profit margin over year ended December 31, 2025 was entirely due to high cost incurred on UK events and reality series shot during year 2025. It was an investment for the Companys long-term future and have already seen tremendous results. Since the two UK shows, the Company has seen its social media following increase from under 1.5 million to the current 5.3 million. In addition to the increase in Meta revenues, the UK events successfully attracted a much larger audience, resulting in increased interest from broadcasters, investors and sponsors so the Company believe these shows will pay dividends with increasing revenue and profit margin in the next three to six months and beyond.
*Operating Expenses*
We incurred total operating expenses of $420,868 and $392,454 for the years ended December 31, 2025 and 2024, respectively. The increase in operating expenses was primarily due to the increase in travel expense and advertising expense mainly for the UK events as well as accounting, investor relations and listing fees.
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*Other Income (Expense)*
We incurred other expense of $117,118 and $1,523,715 for the years ended December 31, 2025 and 2024, respectively. The decrease in other expense was attributed to an increase in gain from changes in fair value of derivatives from the convertible notes and warrants due to the decrease in the Companys stock price during the year ended December 31, 2025.
*Net (Loss)*
We incurred net loss of $567,160 and $1,868,186 during the years ended December 31, 2025 and 2024, respectively. The decrease in our net loss was mainly attributed to the gain on changes in fair value of derivatives.
**Liquidity and Capital Resources**
| | | December 31, | | | December 31, | | | Changes | | |
| Working Capital Data: | | 2025 | | | 2024 | | | Amount | | | % | | |
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| Current Assets | | $ | 40,141 | | | $ | 2,193 | | | $ | 37,948 | | | 1730% | | |
| Current Liabilities | | $ | 6,438,960 | | | $ | 5,935,861 | | | $ | 503,099 | | | | 8 | % | |
| Working Capital Deficiency | | $ | (6,398,819 | ) | | $ | (5,933,668 | ) | | $ | (465,151 | ) | | | 8 | % | |
At December 31, 2025, we had a working capital deficiency of $6,398,819 and an accumulated deficit of $11,737,955. 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, 2026.
The increase in working capital deficiency of $6,398,819 as of December 31, 2025 over $5,933,668 as of December 31, 2024 was due to the increase in accrued interest payable, convertible note payable, and accounts payable.
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 Companys 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 years ended December 31, 2025 and December 31, 2024:
| | | Year Ended | | | | | | |
| | | December 31, | | | Changes | | |
| Cash Flows Data: | | 2025 | | | 2024 | | | Amount | | | % | | |
| | | | | | | | | | | | | | |
| Cash Flows used in Operating Activities | | $ | (312,822 | ) | | $ | (161,529 | ) | | $ | (151,293 | ) | | | 94 | % | |
| Cash Flows used in Investing Activities | | | (140,500 | ) | | | (2,573 | ) | | | (137,927 | ) | | | 5,361 | % | |
| Cash Flows provided by Financing Activities | | | 475,222 | | | | 161,000 | | | | 314,222 | | | | 195 | % | |
| Net increase (decrease) in cash during period | | $ | 21,900 | | | $ | (3,102 | ) | | $ | 25,002 | | | (806 | %) | |
*Cash Flows from Operating Activities*
We have not generated positive cash flows from operating activities.
During the year ended December 31, 2025, net cash flows used in operating activities was $312,822, consisting of a net loss of $567,160, increased by gain on change in fair value of derivative liabilities of $490,784, and decreased by depreciation of $1,287, stock-based compensation of $47,000, loss on change in fair value of digital assets of $75,500 and amortization of debt discount of $335,351 and net changes in operating assets and liabilities of $285,984.
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During the year ended December 31, 2024, net cash flows used in operating activities was $161,529, consisting of a net loss of $1,868,186, decreased by depreciation of $214, stock-based compensation of $90,000, loss on change in fair value of derivative liabilities of $1,132,816 and amortization of debt discount of $136,990 and net changes in operating assets and liabilities of $346,637.
*Cash Flows from Investing Activities*
During the year ended December 31, 2025, net cash flows used in investing activities was $140,500 from purchase of digital assets.
During the year ended December 31, 2024, net cash flows used in investing activities was $2,573 from purchase of equipment.
*Cash Flows from Financing Activities*
During the years ended December 31, 2025 and December 31, 2024, net cash provided by financing activities was $475,222 and $161,000 attributed to proceeds from the issuance of convertible notes, respectively.
Off-Balance Sheet Arrangements
As of December 31, 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 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.
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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 Note3 Summary of Significant Accounting Policies, in the financial statements that are included in this Annual Report.
**ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS**
We do not hold any derivative instruments and do not engage in any hedging activities.
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**ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**
INDEX TO FINANCIAL STATEMENTS
| | Page | |
| | | |
| Reports of Independent Registered Public Accounting Firm (PCAOB ID - 6920) | F-2 | |
| | | |
| Balance Sheets at December 31, 2025 and 2024 | F-4 | |
| | | |
| Statements of Operations for the years ended December 31, 2025 and December 31, 2024 | F-5 | |
| | | |
| Statements of Changes in Stockholders' Deficit for the years ended December 31, 2025 and December 31, 2024 | F-6 | |
| | | |
| Statements of Cash Flows for the years ended December 31, 2025 and December 31, 2024 | F-7 | |
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| Notes to Financial Statements | F-8 | |
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| F-1 | |
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**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
To the Board of Directors and
Stockholders of Lingerie Fighting Championship, Inc.
**Opinion on the Financial Statements**
We have audited the accompanying balance sheets of Lingerie Fighting Championship, Inc. (the Company) as of December 31, 2025 and 2024, and the related statements of operations, changes in stockholders equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
**Substantial Doubt about the Companys ability to Continue as a Going Concern**
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 of the financial statements, 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 about its ability to continue as a going concern. Managements plans regarding these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
**Basis for Opinion**
These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
**Critical Audit Matters**
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
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*Derivatives*
As described in Note 3 to the Companys financial statements, during the years ended December 31, 2025 and 2024, the Company analyzes the conversion option for derivative accounting considerations under ASC 815, *Derivatives and Hedging*, and determined that the convertible notes should be classified as a liability as the conversion option becomes effective at issuance, resulting in no explicit limitations to the number of shares to be delivered upon settlement of the conversion options. The Company also accounts for warrants as a derivative liability as there are no explicit limitations to the number of shares to be delivered upon settlement of all conversion options.
We identified the Companys application of the accounting for derivative liabilities as a critical audit matter. The principal considerations for our determination of this critical audit matter was related to the high degree of subjectivity in the Companys judgments in determining the qualitative inputs of the estimate. Auditing these judgments and assumptions by the Company involves auditor judgment due to the nature and extent of audit evidence and effort required to address these matters.
The primary procedures we performed to address these critical audit matters included the following:
| | | We obtained debt and warrant-related agreements and performed the following procedures: | |
| | o | Reviewed agreements for all relevant terms. | |
| | | | |
| | o | Tested managements identification and treatment of agreement terms. | |
| | | | |
| | o | Recalculated the fair value based on the terms in the agreements. | |
| | | | |
| | o | Assessed the terms and evaluated the appropriateness of managements application of their accounting policies, along with their use of estimates, in the determination of the amortization of the debt discount. | |
| Astra Audit & Advisory LLC | |
| | | |
| We have served as the Companys auditor since 2024. | |
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| Tampa, Florida | |
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| March 30, 2026 | | |
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| F-3 | |
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**Item 1. Financial Statements**
**LINGERIE FIGHTING CHAMPIONSHIPS, INC.**
**BALANCE SHEETS**
| | | December 31, | | | December 31, | | |
| | | 2025 | | | 2024 | | |
| ASSETS | | | | | | | |
| Current Assets | | | | | | | |
| Cash and cash equivalents | | $ | 24,093 | | | $ | 2,193 | | |
| Accounts receivable | | | 5,598 | | | | - | | |
| Prepaid expenses | | | 10,450 | | | | - | | |
| Total Current Assets | | | 40,141 | | | | 2,193 | | |
| | | | | | | | | | |
| Equipment, net of depreciation of $1,501 and $214, respectively | | | 1,072 | | | | 2,359 | | |
| Intangible assets - digital assets | | | 65,000 | | | | - | | |
| Total Assets | | $ | 106,213 | | | $ | 4,552 | | |
| | | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | | | | | |
| Current Liabilities | | | | | | | | | |
| Accounts payable and accrued liabilities | | $ | 19,204 | | | $ | 1,724 | | |
| Accounts payable - related party | | | 831,128 | | | | 743,628 | | |
| Accrued interest payable | | | 1,119,975 | | | | 922,924 | | |
| Promissory notes in default | | | 340,000 | | | | 340,000 | | |
| Convertible notes in default | | | 938,974 | | | | 767,974 | | |
| Convertible notes, net of $246,396 and $81,526 debt discount, respectively | | | 253,826 | | | | 89,474 | | |
| Derivative liabilities | | | 2,935,853 | | | | 3,070,137 | | |
| Total Current Liabilities | | | 6,438,960 | | | | 5,935,861 | | |
| | | | | | | | | | |
| Total Liabilities | | | 6,438,960 | | | | 5,935,861 | | |
| | | | | | | | | | |
| Commitments and Contingencies (Note 13) | | | | | | | | | |
| | | | | | | | | | |
| 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, 20,000,000 shares authorized, 555,651 and 450,485 shares issued and outstanding as of December 31, 2025 and 2024, respectively | | | 556 | | | | 451 | | |
| Additional paid-in capital | | | 5,404,652 | | | 5,239,035 | | |
| Accumulated deficit | | | (11,737,955 | ) | | | (11,170,795 | ) | |
| Total stockholders' deficit | | | (6,332,747 | ) | | | (5,931,309 | ) | |
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | | $ | 106,213 | | | $ | 4,552 | | |
*The accompanying notes are an integral part of these audited financial statements.*
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**LINGERIE FIGHTING CHAMPIONSHIPS, INC.**
**STATEMENTS OF OPERATIONS**
| | | Year Ended | | |
| | | December 31, | | |
| | | 2025 | | | 2024 | | |
| | | | | | | | |
| Revenue | | $ | 208,485 | | | $ | 132,978 | | |
| Cost of services | | | 237,659 | | | | 84,995 | | |
| GROSS PROFIT (LOSS) | | | (29,174 | ) | | | 47,983 | | |
| | | | | | | | | | |
| OPERATING EXPENSES | | | | | | | | | |
| Management salaries | | | 120,000 | | | | 120,000 | | |
| Selling, general and administrative expenses | | | 135,617 | | | | 56,048 | | |
| Professional fees (including stock-based compensation of $47,000 and $70,000, respectively) | | | 165,251 | | | | 196,406 | | |
| Professional fees - related party (including stock-based compensation of $0 and $20,000, respectively) | | | - | | | | 20,000 | | |
| Total Operating Expenses | | | 420,868 | | | | 392,454 | | |
| | | | | | | | | | |
| OPERATING LOSS | | | (450,042 | ) | | | (344,471 | ) | |
| | | | | | | | | | |
| OTHER EXPENSE | | | | | | | | | |
| Interest expense | | | (532,402 | ) | | | (390,899 | ) | |
| Gain (Loss) on change in fair value of derivative liabilities | | | 490,784 | | | | (1,132,816 | ) | |
| Unrealized loss on change in fair value of digital assets | | | (75,500 | ) | | | - | | |
| Total Other Expense | | | (117,118 | ) | | | (1,523,715 | ) | |
| | | | | | | | | | |
| Loss before Income Taxes | | | (567,160 | ) | | | (1,868,186 | ) | |
| | | | | | | | | | |
| Income Tax Provision | | | - | | | | - | | |
| | | | | | | | | | |
| Net Loss | | $ | (567,160 | ) | | $ | (1,868,186 | ) | |
| | | | | | | | | | |
| Basic and Diluted Loss per Common Share | | $ | (1.14 | ) | | $ | (4.48 | ) | |
| Basic and Diluted Weighted Average Shares of Common Stock Outstanding | | | 496,000 | | | | 416,906 | | |
*The accompanying notes are an integral part of these audited financial statements*
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| F-5 | |
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**LINGERIE FIGHTING CHAMPIONSHIPS, INC.**
**STATEMENTS OF STOCKHOLDERS DEFICIT**
**FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024**
| | | Preferred Stock | | | Common Stock | | | Additional | | | | | | Total | | |
| | | Number of | | | Number of | | | Paid-in | | | Accumulated | | | Stockholders' | | |
| | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Deficit | | | Deficit | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| *Balance - December 31, 2023 | | | 51 | | | $ | - | | | | 389,693 | | | $ | 390 | | | $ | 5,103,112 | | | $ | (9,302,609 | ) | | $ | (4,199,107 | ) | |
| Shares of common stock issued for exercise of warrants | | | - | | | | - | | | | 15,792 | | | | 16 | | | | 45,968 | | | - | | | | 45,984 | | |
| Share of common stocked issued for stock based compensation | | | - | | | | - | | | | 35,000 | | | | 35 | | | | 69,965 | | | - | | | | 70,000 | | |
| Share of common stocked issued for stock based compensation - related parties | | | - | | | | - | | | | 10,000 | | | | 10 | | | | 19,990 | | | - | | | | 20,000 | | |
| Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | (1,868,186 | ) | | | (1,868,186 | ) | |
| *Balance - December 31, 2024 | | | 51 | | | $ | - | | | | 450,485 | | | $ | 451 | | | $ | 5,239,035 | | | $ | (11,170,795 | ) | | $ | (5,931,309 | ) | |
| Common stock issued for exercise of warrants | | | - | | | | - | | | | 69,166 | | | | 69 | | | | 118,653 | | | - | | | | 118,722 | | |
| Common stock issued for services | | | - | | | | - | | | | 36,000 | | | | 36 | | | | 46,964 | | | - | | | | 47,000 | | |
| Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | (567,160 | ) | | | (567,160 | ) | |
| *Balance - December 31, 2025 | | | 51 | | | $ | - | | | | 555,651 | | | $ | 556 | | | $ | 5,404,652 | | $ | (11,737,955 | ) | | $ | (6,332,747 | ) | |
*Retrospectively reflect reverse stock split 10,000:1 dated February 2, 2026
*The accompanying notes are an integral part of these audited financial statements.*
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| F-6 | |
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**LINGERIE FIGHTING CHAMPIONSHIPS, INC.**
**STATEMENTS OF CASH FLOWS**
**FOR THEYEAR ENDED DECEMBER 31, 2025 AND 2024**
| | | Year Ended | | |
| | | December 31, | | |
| | | 2025 | | | 2024 | | |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | |
| Net loss | | $ | (567,160 | ) | | $ | (1,868,186 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | |
| Depreciation | | | 1,287 | | | | 214 | | |
| Stock - based compensation | | | 47,000 | | | | 70,000 | | |
| Stock - based compensation - related party | | | - | | | | 20,000 | | |
| (Gain) Loss on change in fair value of derivative liabilities | | | (490,784 | ) | | | 1,132,816 | | |
| Loss on change in fair value of digital assets | | | 75,500 | | | | - | | |
| Amortization of debt discount | | | 335,351 | | | | 136,990 | | |
| Changes in operating assets and liabilities: | | | | | | | | | |
| Accounts receivable | | | (5,598 | ) | | | - | | |
| Prepaid expense | | | (10,450 | ) | | | - | | |
| Accounts payable and accrued liabilities | | | 17,481 | | | | (8,772 | ) | |
| Accounts payable - related party | | | 87,500 | | | | 101,500 | | |
| Accrued interest payable | | | 197,051 | | | | 253,909 | | |
| Net cash used in operating activities | | | (312,822 | ) | | | (161,529 | ) | |
| | | | | | | | | | |
| CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | |
| Purchase of equipment | | | - | | | | (2,573 | ) | |
| Purchase of digital assets | | | (140,500 | ) | | | - | | |
| Net cash used in investing activities | | | (140,500 | ) | | | (2,573 | ) | |
| | | | | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | |
| Proceeds from convertible debts | | | 475,222 | | | | 161,000 | | |
| Net cash provided by financing activities | | | 475,222 | | | | 161,000 | | |
| | | | | | | | | | |
| Net change in cash and cash equivalents | | | 21,900 | | | | (3,102 | ) | |
| Cash and cash equivalents - beginning of period | | | 2,193 | | | | 5,295 | | |
| Cash and cash equivalents - end of period | | $ | 24,093 | | | $ | 2,193 | | |
| | | | | | | | | | |
| Supplemental Cash Flow Disclosures | | | | | | | | | |
| Cash paid for interest | | $ | - | | | $ | - | | |
| Cash paid for income taxes | | $ | - | | | $ | - | | |
| | | | | | | | | | |
| NON-CASH INVESTING AND FINANCING ACTIVITIES | | | | | | | | | |
| Debt discount from derivative liabilities | | $ | 475,222 | | | $ | 144,500 | | |
| Shares of common stock issued for exercise of warrants | | $ | 118,722 | | | $ | 45,984 | | |
*The accompanying notes are an integral part of these audited financial statements.*
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| F-7 | |
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**LINGERIE FIGHTING CHAMPIONSHIPS, INC.**
**NOTES TO FINANCIAL STATEMENTS**
**DECEMBER 31, 2025**
**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 Companys 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 GOING CONCERN**
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ( 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 Companys ability to continue as a going concern.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company can give no assurances that it can or will become financially viable and continue as a going concern.
**NOTE 3 BASIS OF PRESENTATION AND ACCOUNTING POLICIES**
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (" US GAAP") and are presented in US dollars. The Company uses the accrual basis of accounting and has adopted a December 31 fiscal year end.
Use of Estimates
The preparation of financial statements in conformity with 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 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 $24,093 and $2,193 in cash and cash equivalents asof December 31, 2025 and December 31, 2024, respectively.
Accounts Receivable
Accounts receivables are recorded in accordance with Accounting Standards Codification (ASC) 310, *Receivables*, at the invoiced amount and do not bear interest.
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As of December 31, 2025 and December 31, 2024, the Company had accounts receivable of $5,598and $0, respectively. The $5,598 accounts receivable derived from December 2025 advertising from Meta and the proceed was subsequently received in January 2026. The Company accessed that the recognition for current expected credit losses is not required as of December 31, 2025.
Revenue Recognition
The Companys 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 ASC 606, *Revenue Recognition* following the five steps procedure:
Step 1: Identify the contract(s) with customers
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to performance obligations
Step 5: Recognize revenue when the entity satisfies a performance obligation
**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 Pay-Per-View)**
1. Identify the contract
The Company states on the Company website the pricing of the on-line Pay-Per-View live events
2. Identify performance obligations
The type and details of the on-line Pay-Per-View live events are stated on the Company website
3. Determine transaction price
The pricing of the on-line Pay-Per-View events (transaction price as a whole) are stated on the Company website
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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 Companys PayPal account and the latter is handled by the Companyscredit cardprocessor (Stripe) and deposited intoits account at the end of the month along with all other credit card purchase at the Company website.
**Licensing**
1. Identify the contract
The Company has entered into agreement with Maybacks Global Entertainment, LLC Network.
2. Identify performance obligations
The type of programs and events granted for broadcast are stated in the licensing agreement
3. Determine transaction price
The pricing of the broadcasting right (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 whenit hasgranted to Maybacks the broadcasting rights of programs and events stated in the licensing agreement.
**Sponsorship**
1. Identify the contract
The Company has entered into agreement with the sponsors
2. Identify performance obligations
The type and details of the sponsorship are stated in the contract
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 whenit hasperformed the sponsorship services.
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| F-10 | |
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| Table of Contents | |
**Site Subscriptions**
1. Identify the contract
The Company stated onits website the site subscription fees.
2. Identify performance obligations
The benefits and features of the subscription are stated on the Company website
3. Determine transaction price
The pricing of the subscription (transaction price as a whole) is stated on 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 a recurring monthly basis through Stripe.
**Advertising**
1. Identify the contract
The Company has entered into agreement with the client
2. Identify performance obligations
The type and details of the advertisementare stated in the contract
3. Determine transaction price
The pricing of the advertisement(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 it has performed the advertisingservices.
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| F-11 | |
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| Table of Contents | |
The below table shows the revenue by revenue stream for theyears ended December 31, 2025 and 2024:
| | | Year Ended | | |
| | | December 31, | | |
| Revenue Stream | | 2025 | | | 2024 | | |
| | | | | | | | |
| Live events, broadcasting and site subscriptions | | $ | 36,003 | | | $ | 34,109 | | |
| Licensing | | | 50,000 | | | | - | | |
| Sponsorship | | | 2,500 | | | | 16,000 | | |
| Advertising | | | 119,982 | | | | 82,869 | | |
| Total Revenue | | $ | 208,485 | | | $ | 132,978 | | |
Credit Risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Companys main credit risk relates to its accounts receivable. The Companys credit risk is reduced by a broad customer base and a review of customer credit profiles.
The Companys maximum exposure to credit risk corresponds to the carrying amount for accounts receivable. Accounts receivable are held with vendors in which the Company has a historically strong relationship.
The Company mitigates credit risk associated with its trade receivables through established credit approvals, limits and a regular monitoring process. The Company generally considers the credit quality of its financial assets that are neither past due nor impaired to be solid. Credit risk is further mitigated due to the large number of customers and their dispersion across geographic areas.
For the year ended December 31, 2025, there were three customers who accounted for greater than 10% of the Companys revenue, with Meta represents 39%, Maybacks Global Ent., LLC represents 24% and YouTube represents 18% of the Companys revenue. During the year ended December 31, 2024, there were two customers accounted for greater than 10% of the Companys revenue, with YouTube represents 47% and Tubi represents 10% of the Companys revenue.
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.
*Year Ended December 31, 2025*
For the year ended December 31, 2025, convertible notes and warrants were dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive.
| | | December 31, | | |
| | | 2025 | | |
| | | (Shares) | | |
| Convertible notes payable | | | 161 | | |
| Warrants | | | 218 | | |
| | | | 379 | | |
*Year Ended December 31, 2024*
For the year ended December 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.
| | | December 31, | | |
| | | 2024 | | |
| | | (Shares) | | |
| Convertible notes payable | | | 86 | | |
| Warrants | | | 24 | | |
| | | | 110 | | |
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 10)
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.
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| F-12 | |
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| Table of Contents | |
The Company accounts for debt with conversion options under ASU (Accounting Standard Update) 2020-06, ASC Subtopic 470-20 *DebtDebt 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 modelling inputs based on assumptions) | |
The intangible assets digital assets, classified as level 1 assets, are the only financial assets measured at fair value on a recurring basis. (See Note 4)
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 following table summarizes fair value measurement by level at December 31, 2025 and December 31, 2024, measured at fair value on a recurring basis:
| December 31, 2025 | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | |
| Liabilities | | | | | | | | | | | | | |
| Derivative liabilities | | $ | - | | | $ | - | | | $ | 2,935,853 | | | $ | 2,935,853 | | |
| Intangible assets - digital assets | | $ | 65,000 | | | $ | - | | | $ | - | | | $ | 65,000 | | |
| December 31, 2024 | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | |
| Liabilities | | | | | | | | | | | | | |
| Derivative liabilities | | $ | - | | | $ | - | | | $ | 3,070,137 | | | $ | 3,070,137 | | |
| Intangible assets - digital assets | | $ | - | | | $ | - | | | $ | - | | | $ | - | | |
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| F-13 | |
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| Table of Contents | |
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 Companys common stock and other pertinent factors at the grant date.
During the years ended December 31, 2025 and 2024, the Company recorded stock-based compensation expense of $47,000 and $90,000, respectively. The stock-based compensation incurred from common stock awarded to consultants and executive was reported under professional fees and professionalfees - related parties in the statements of operations.
| | | Year Ended | | |
| | | December 31, | | |
| | | 2025 | | | 2024 | | |
| Common stock award to consultants | | $ | 47,000 | | | $ | 70,000 | | |
| Common stock award to management - related party | | | - | | | | 20,000 | | |
| | | $ | 47,000 | | | $ | 90,000 | | |
Digital Assets
In September 2025, the Company invested in digital assets to diversify and maximize returns on cash balances. The Company has ownership of and control over their digital assets. The digital assets are initially recorded at cost and are subsequently remeasured on the balance sheet at fair value.
The Company determines and records the fair value of their digital assets in accordance with ASC Topic 820,*Fair Value Measurement*, based on quoted prices on the active exchange(s) that they have determined is the principal market for such assets (Level1 inputs). The Company adopts Specific Identification (Spec-ID) method where specific digital asset units are tracked and matched to their disposal. The Company determines the cost basis of their digital assets using the cost at the time of acquisition of each unit received. Realized and unrealized gains and losses are recorded in the Companys statements of operations.
The Company accounts for its digital assets, which are comprised solely of bitcoin and crypto, as indefinite-lived intangible assets. The Companys digital assets are initially recorded at cost. Under the adoption of ASU 2023-08 on January 1, 2025, bitcoin assets are measured at fair value as of each reporting period. The Company determines the fair value of its bitcoin based on quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company has determined is its principal market for bitcoin (Level 1 inputs). Changes in fair value are recognized as incurred in the Company's statements of operations.
Income Taxes
The Company accounts for income taxes pursuant to FASB ASC 740 *Income Taxes*. Pursuant to ASC 740 deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences, and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority.
Recent Accounting Pronouncements
The Company hasevaluated all recently issued, but not yet effective, accounting pronouncements and do not believe that these accounting pronouncements will have any material impact onits financial statements or disclosures upon adoption.
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| F-14 | |
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| Table of Contents | |
Recently 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 Companys financial statements.
In December 2023, the FASB issued ASU No. 2023-09, *Income Taxes* (Topic 740) - *Improvements to Income Tax Disclosure*s (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 Companys financialstatements and disclosures.
In July 2025, the FASB issued ASU 2025-05, *Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets*(ASU 2025-05). ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, *Revenue from Contracts with Customers.* Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years. Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. The Company has early adopted and implemented this guidance during year ended December 31, 2025. The adoption of ASU 2023-09 has not had a material effect on the Companys financial statements and disclosures.
In December 2023, the FASB issued ASU No. 2023-08, *IntangiblesGoodwill and OtherCrypto Assets* (Subtopic 350-60): *Accounting for and Disclosure of Crypto Assets* (ASU 2023-08). ASU 2023-08 requires in-scope crypto assets (including the Companys digital assets holdings) to be measured at fair value in thebalance sheetswith gains and losses from changes in the fair value of such crypto assets recognized in net income/(loss) each reporting period. ASU 2023-08 also requires certain interim and annual disclosures for crypto assets within the scope of the standard. The Company adopted this guidance effective September 12, 2025.
**NOTE 4 DIGITAL ASSETS**
The table below summarizes the digital assets shown on the Companys balance sheets as of December 31, 2025:
| | | | | | | | | | | | Loss on change | | |
| Digital assets | | Quantity | | | Cost basis | | | Carrying value | | | in fair value | | |
| | | | | | | | | | | | | | |
| Bitcoin | | | 0.008 | | | $ | 1,000 | | | $ | 700 | | | $ | (300 | ) | |
| Cronos | | | 42,950 | | | | 10,000 | | | | 3,892 | | | | (6,108 | ) | |
| Ethereum | | | 4.4471 | | | | 20,000 | | | | 13,195 | | | | (6,805 | ) | |
| Doge | | | 402,846 | | | | 109,500 | | | | 47,213 | | | | (62,287 | ) | |
| | | | 445,800.4551 | | | $ | 140,500 | | | $ | 65,000 | | | $ | (75,500 | ) | |
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| F-15 | |
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| Table of Contents | |
The table below shows the quoted prices for each digital asset on the active exchange as of December 31, 2025:
| | | 12/31/25 | | |
| Digital assets | | Market Price | | |
| | | | | |
| Bitcoin | | $ | 87,508.04 | | |
| Cronos | | $ | 0.09061 | | |
| Ethereum | | $ | 2,966.99 | | |
| Doge | | $ | 0.1172 | | |
**NOTE 5 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 20,000,000 shares with a par value $0.001 per share.
Year ended December 31, 2025
During the year ended December 31, 2025, the Company issued 69,166 shares of common stock for the exercise of 103,750 units of share purchase warrants valued at $118,722.
During the year ended December 31, 2025, the Company issued 36,000 shares of common stock valued at $47,000 to consultants for service rendered.
Year ended December 31, 2024
During the year ended December 31, 2024, the Company issued15,792shares of common stock for the exercise of20,441units of share purchase warrants valued at $45,984.
During the year ended December 31, 2024, the Company issued an aggregate of35,000shares of common stock to the consultants of the Company for service rendered valued at $70,000.
During the year ended December 31, 2024, the Company issued10,000shares of common stock to the Director of the Company for service rendered valued at $20,000.
As of December 31, 2025 and December 31, 2024, the issued and outstanding common stock was 555,651 shares and 450,485 shares, respectively.
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| F-16 | |
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| Table of Contents | |
**NOTE 6 WARRANTS**
The table below summarizes the activity of warrants exercisable for shares of common stock during the year ended December 31, 2025 and year ended December 31, 2024:
| | | Number ofWarrants | | | Weighted- Average Exercise Price | | |
| Balances as of December 31, 2023 | | | 559,471 | | | $ | 0.0002 | | |
| Granted | | | 174,500 | | | | 0.0002 | | |
| Redeemed | | | - | | | | - | | |
| Exercised | | | (20,441 | ) | | | 0.0002 | | |
| Forfeited | | | - | | | | - | | |
| Balances as of December 31, 2024 | | | 713,530 | | | $ | 0.0002 | | |
| Granted | | | 1,000,444 | | | | 0.0001 | | |
| Adjusted | | | 570,000 | | | | 0.0001 | | |
| Redeemed | | | - | | | | - | | |
| Exercised | | | (103,750 | ) | | | 0.0001 | | |
| Forfeited | | | - | | | | - | | |
| Balances as of December 31, 2025 | | | 2,180,224 | | | $ | 0.0002 | | |
During the year ended December 31, 2025 and 2024, the Company issued 69,166 shares and 15,792 shares of common stock for the exercise of 103,750 units and 20,441 units of share purchase warrants, respectively.
During the year ended December 31, 2025 and 2024, the Company granted warrants to purchase 1,000,444 shares and 174,500 shares of common stock issued in conjunction with convertible notes issued during the same period, respectively.
During the year ended December 31, 2025, 30,000 units of share purchase warrants with exercise price of $20 granted from a promissory note originally issued on March 4, 2021 were adjusted to 6,600,000 units at exercise price of $1 due to the full-ratchet anti-dilution provision. The adjusted warrant units were 570,000.
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 years ended December 31, 2025 and 2024:
| | | Year Ended | | |
| | | December 31, | | |
| | | 2025 | | | 2024 | | |
| Exercise price | | $ | 1 | | | $1 - $2 | | |
| Expected term | | 5 years | | | 5 years | | |
| Expected average volatility | | 398% - 417% | | | 344% - 372% | | |
| Expected dividend yield | | | - | | | | - | | |
| Risk-free interest rate | | 3.72% - 4.08% | | | 3.43% - 4.47% | | |
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| F-17 | |
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| Table of Contents | |
The following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2025:
| 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 | |
| 2,180,224 | 2.41 | $ | 1 | - | $ | - | |
Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Companys stock exceeded the exercise price of the warrants at December 31, 2025 for those warrants for which the quoted market price was in excess of the exercise price (in-the-money warrants). As of December 31, 2025, the aggregate intrinsic value of warrants outstanding was approximately $0 based on the closing market price of $0.0001 on December 31, 2025.
The Company determined that the warrants qualify for derivative accounting as a result of the related issuance of the convertible notes. As of December 31, 2025 and December 31, 2024, the Company valued the fair value on the 2,180,224 and 713,530 units of common stock purchase warrants granted at $1,765,062 and $1,445,732 based on Black-Scholes option valuation model, respectively, which is included within derivative liabilities on the balance sheets.
**NOTE 7 PROMISSORY NOTES**
The Company had the following promissory notes payable as at December 31, 2025 and December 31, 2024:
| | | December 31,2025 | | | December 31, 2024 | | |
| | | | | | | | |
| Promissory Notes to Auctus Fund | | $ | 340,000 | | | $ | 340,000 | | |
| Total Promissory Notes | | $ | 340,000 | | | $ | 340,000 | | |
Auctus# 11
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 15,000 shares of common stock, exercisable for five years from issuance at $20 per share and returnable warrants to purchase 15,000 shares of common stock, exercisable for five years from issuance at $20 per share which will be automatically expired in the event that the Company repays the promissory notes prior to its maturity date. (See Note 6) During the year ended December 31, 2025, 30,000 units of share purchase warrants were adjusted to 600,000 units at exercise price of $0.0001 due to the full-ratchet anti-dilution provision. During the year ended December 31, 2025, 57,750 units of share purchase warrants were exercised. As of December 31, 2025, 542,250 units of purchase warrants were outstanding.The note was discounted for an original issued discount of $35,000 and a derivative on warrants of $265,000 for an aggregate discount of $300,000, whichwas amortized over the life of the note using the effective interest method. As of December 31, 2025 and December 31, 2024, the note is presented at $300,000, net of debt discount of $0. The note is currently in default.
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| F-18 | |
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| Table of Contents | |
Auctus# 12
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 5,000 shares of common stock, exercisable for five years from issuance at $8 per share and second common stock purchased warrants to purchase 5,000 shares of common stock, exercisable for five years from issuance at $8 per share which will be automatically expired in the event that the Company repays the promissory notes prior to its maturity date. (See Note6) The note was discounted for an original issued discount of $9,000 and a derivative on warrants of $31,000 for an aggregate discount of $40,000, whichwas amortized over the life of the note using the effective interest method. As of December 31, 2025 and December 31, 2024, the note is presented at $40,000, net of debt discount of $0. The note is currently in default.
During the years ended December 31, 2025 and 2024, interest expense of $52,800 and $52,945 was incurred on the promissory notes, respectively. As of December 31, 2025 and December 31, 2024, accrued interest payable on the promissory note was $244,354 and $191,554, respectively.
**NOTE 8 - CONVERTIBLE NOTES**
The Company had the following unsecured convertible notes payable asof December 31, 2025 and December 31, 2024:
| | | December 31, 2025 | | | December 31, 2024 | | |
| | | | | | | | |
| Convertible Notes in default | | $ | 938,974 | | | $ | 767,974 | | |
| | | | | | | | | | |
| Convertible Notes | | | 500,222 | | | | 171,000 | | |
| Less: Unamortized debt discount | | | (246,396 | ) | | | (81,526 | ) | |
| | | | 253,826 | | | | 89,474 | | |
| | | | | | | | | | |
| Total | | $ | 1,192,800 | | | $ | 857,448 | | |
**Convertible 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 was 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 186,808 shares of common stock.
As of December 31, 2025 and December 31, 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 Companys 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 $45,000was amortized over the life of the note using the effective interest method.
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| F-19 | |
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| Table of Contents | |
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 Companys 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 $7,500was 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 matures on March 20, 2018. The conversion price shall be equal 57.5% of the lowest trading price of the Companys common stock during the 20 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note.
During the year ended December 31, 2017, the principal of $6,700 was converted into 3,046 shares of common stock.
As of December 31, 2025 and December 31, 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 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 $30,000 was amortized over the life of the note using the effective interest method.
During the year ended December 31, 2021, accrued interest of $26,384 was converted into 16,803 shares of common stock.
As of December 31, 2025 and December 31, 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 was amortized over the life of the note using the effective interest method. In conjunction with the convertible note, the Company issued warrants to purchase 7,250 shares of common stock, exercisable for five years from issuance at $3 per share.
As of December 31, 2025 and December 31, 2024, the principal amount due on the note is $48,500.
This note is currently in default.
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| F-20 | |
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Auctus #7
On March 22, 2019, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $62,500 with a $9,000 original issue discount. The convertible promissory note bears interest at 12% per annum and 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 was amortized over the life of the note using the effective interest method. In conjunction with the convertible note, the Company issued warrants to purchase 20,900 shares of common stock, exercisable for five years from issuance at $3 per share.
As of December 31, 2025 and December 31, 2024, 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 was amortized over the life of the note using the effective interest method. In conjunction with the convertible note, the Company issued warrants to purchase 50,000 shares of common stock, exercisable for five years from issuance at $1 per share. During the year ended December 31, 2022, the Company issued 17,641 shares of common stock for the exercise of 20,161 units of share purchase warrants. During the year ended December 31, 2024, the Company issued 5,792 shares of common stock for the exercise of 7,108 units of share purchase warrants. During theyear ended December 31, 2025, 0.0038 units of share purchase warrants were exercised. Through December 31, 2025, all warrants were exercised.
As of December 31, 2025 and December 31, 2024, the principal amount due on the note is $100,000.
This note is currently in default.
Auctus#9
On August 4, 2020, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $31,000 to the unrelated party, which bears interest at 12% of the principal amount 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 $31,000was amortized over the life of the note using the effective interest method. In conjunction with the convertible note, the Company issued warrants to purchase 20,667 shares of common stock, exercisable for five years from issuance at $3 per share. During the year ended December 31, 2024, the Company issued 10,000 shares of common stock for the exercise of 13,333 units of share purchase warrants. During theyear ended December 31, 2025, 7,333 units of share purchase warrants were exercised. Through December 31, 2025, all warrants were exercised.
As of December 31, 2025 and December 31, 2024, the principal amount due on the note is $31,000.
This note is currently in default.
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| F-21 | |
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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 $225,000was amortized over the life of the note using the effective interest method. In conjunction with the convertible note, the Company issued warrants to purchase 222,500 shares of common stock, exercisable for five years from issuance at $1 per share and returnable warrants to purchase 222,500 shares of common stock, exercisable for five years from issuance at $1 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date. During theyear ended December 31, 2025, 38,667 units of share purchase warrants were exercised. As of December 31, 2025, 406,333 units of purchase warrants were outstanding 50.
As of December 31, 2025 and December 31, 2024, 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 $5 per share. The note was discounted for a derivative and the discount of $52,000was amortized over the life of the note using the effective interest method. In conjunction with the convertible note, the Company issued warrants to purchase 10,400 shares of common stock (First Warrant), exercisable for five years from issuance at $5 per share and warrants to purchase 10,400 shares of common stock (Second Warrant), exercisable for five years from issuance at $5 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.
As of December 31, 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 $5 per share. The note was discounted for a derivative and the discount of $18,520was amortized over the life of the note using the effective interest method. In conjunction with the convertible note, the Company issued warrants to purchase 3,704 shares of common stock (First Warrant), exercisable for five years from issuance at $5 per share and warrants to purchase 3,704 shares of common stock (Second Warrant), exercisable for five years from issuance at $5 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.
As of December 31, 2024, the unamortized note discount was fully amortized.
As of December 31, 2025 and December 31, 2024, the principal amount due on the note is $18,520.
This note is currently in default.
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| F-22 | |
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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 $5 per share. The note was discounted for a derivative and the discount of $29,111was amortized over the life of the note using the effective interest method. During the year ended December 31, 2024, the amortization of note discount was $15,908.
As of December 31, 2025 and December 31, 2024, the principal amount due on the note is $86,444.
This note is 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 $0.5 per share. The note was discounted for a derivative and the discount of $62,000was amortized over the life of the note using the effective interest method. During the year ended December 31, 2024, the amortization of note discount was $48,109. conjunction with the convertible note, the Company issued warrants to purchase 9,244 shares of common stock (First Warrant), exercisable for five years from issuance at $5 per share and warrants to purchase 9,244 shares of common stock (Second Warrant), exercisable for five years form issuance at $5 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.
As of December 31, 2025 and December 31, 2024, the principal amount due on the note is $62,000.
This note is currently in default.
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 $2 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 was amortized over the life of the note using the effective interest method. During the year ended December 31, 2025 and 2024, the amortization of note discount was $39,293 and $61,707, respectively. As of December 31, 2025, the unamortized note discount was fully amortized. In conjunction with the convertible note, the Company issued warrants to purchase 50,500 shares of common stock (First Warrant), exercisable for five years from issuance at $2 per share and warrants to purchase 50,500 shares of common stock (Second Warrant), exercisable for five years from issuance at $2 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.
As of December 31, 2025 and December 31, 2024, the principal amount due on the note is $117,500 and $78,207, net of note discount of $0 and $39,293, respectively.
This note is currently in default.
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 $2 per share. The note was discounted for a derivative and the discount of $33,500 was amortized over the life of the note using the effective interest method. During theyear ended December 31, 2025 and 2024, the amortization of note discount was $23,221 and $10,279, respectively.As of December 31, 2025, the note discount was fully amortized. In conjunction with the convertible note, the Company issued warrants to purchase 16,750 shares of common stock (First Warrant), exercisable for five years from issuance at $2 per share and warrants to purchase 16,750 shares of common stock (Second Warrant), exercisable for five years from issuance at $2 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.
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As of December 31, 2025 and December 31, 2024, the principal amount due on the noteis $33,500 and $10,279, net of note discount of $0 and $23,221, respectively.
The note is currently in default.
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 $1 per share. The note was discounted for a derivative and the discount of $20,000 was amortized over the life of the note using the effective interest method. During the year ended December 31, 2025 and 2024, the amortization of note discount was $19,014 and $986, respectively. As of December 31, 2025, the note discount was fully amortized. In conjunction with the convertible note, the Company issued warrants to purchase 20,000 shares of common stock (First Warrant), exercisable for five years from issuance at $1 per share and warrants to purchase 20,000 shares of common stock (Second Warrant), exercisable for five years from issuance at $1 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.
As of December 31, 2025 and December 31, 2024, the principal amount of the note is $20,000 and $986, net of note discount of $0 and $19,014,respectively.
The note is currently in default.
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 $1 per share. The note was discounted for a derivative and the discount of $50,222is being amortized over the life of the note using the effective interest method. During the year ended December 31, 2025, the amortization of note discount was $41,416. As of December 31, 2025, the unamortized note discount was $8,806. In conjunction with the convertible note, the Company issued warrants to purchase 50,222 shares of common stock (First Warrant), exercisable for five years from issuance at $1 per share and warrants to purchase 50,222 shares of common stock (Second Warrant), exercisable for five years from issuance at $1 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.
As of December 31, 2025, the principal amount of the note is $41,416, net of note discount of $8,806.
Auctus#21
On April 30, 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 30, 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 $1 per share. The note was discounted for a derivative and the discount of $100,000is beingamortized over the life of the note using the effective interest method. During the year ended December 31, 2025, the amortization of note discount was $67,123. As of December 31, 2025, the unamortized note discount was $32,877. In conjunction with the convertible note, the Company issued warrants to purchase 100,000 shares of common stock (First Warrant), exercisable for five years from issuance at $1 per share and warrants to purchase 100,000 shares of common stock (Second Warrant), exercisable for five years from issuance at $1 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.
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As of December 31, 2025, the principal amount of the note is $67,123, net of note discount of $32,877.
Auctus#22
On June 24, 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 June 24, 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 $1 per share. The note was discounted for a derivative and the discount of $100,000is beingamortized over the life of the note using the effective interest method. During the year ended December 31, 2025, the amortization of note discount was $52,055. As of December 31, 2025, the unamortized note discount was $47,945. In conjunction with the convertible note, the Company issued warrants to purchase 100,000 shares of common stock (First Warrant), exercisable for five years from issuance at $1 per share and warrants to purchase 100,000 shares of common stock (Second Warrant), exercisable for five years from issuance at $1 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.
As of December 31, 2025, the principal amount of the note is $52,055, net of note discount of $47,945.
Auctus#23
On August 18, 2025, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $250,000 for proceeds of $236,500. The convertible promissory note matures on August 18, 2026 and bears an annual interest rate at 12% and a default rate of 16% per annum. The conversion price is the lower of $1 and 65% of the lowest trading price 10 days prior to conversion. The note is being discounted for a derivative and the discount of $250,000was beingamortized over the life of the note using the effective interest method. During the year ended December 31, 2025, the amortization of note discount was $93,232. As of December 31, 2025, the unamortized note discount was $156,768. In conjunction with the convertible note, the Company issued warrants to purchase 250,000 shares of common stock (First Warrant), exercisable for five years from issuance at $1 per share and warrants to purchase 250,000 shares of common stock (Second Warrant), exercisable for five years from issuance at $1 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.
As of December 31, 2025, the principal amount of the note is $93,232, net of note discount of $156,768.
Amortization of note discount
For the years ended December 31, 2025 and 2024, the total amortization on note discount was $335,351 and $136,990 recorded under Interest Expense in the Statements of Operations, respectively.
Accrued interest on convertible notes
During the years ended December 31, 2025 and 2024, interest expense of $144,251 and $200,964 was incurred on convertible notes, respectively. As of December 31, 2025 and December 31, 2024, accrued interest payable on convertible notes was $875,620 and $731,369, respectively.
**NOTE 9 - 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.
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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 December 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 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:
| | | Year Ended | | |
| | | December 31, | | | December 31, | | |
| | | 2025 | | | 2024 | | |
| Expected term | | 0.18 - 0.63 years | | | 0.39-0.95 years | | |
| Expected average volatility | | 267% - 662% | | | 189% - 913% | | |
| Expected dividend yield | | | - | | | | - | | |
| Risk-free interest rate | | 3.59% - 4.40% | | | 3.98% - 5.48% | | |
The following table summarizes the derivative liabilities included in the balance sheets at December 31, 2025 and December 31, 2024:
| 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 | | | 475,222 | | |
| Reduction of derivative liabilities from exercise of warrants | | | (118,722 | ) | |
| Addition of new derivatives liabilities recognized as day one loss on convertible notes and warrants | | | 1,155,844 | | |
| Loss on change in fair value of the derivative | | | (1,646,628 | ) | |
| Balance - December 31, 2025 | | $ | 2,935,853 | | |
The following table summarizes the loss (gain) on derivative liability included in the statements of operationsfor the yearsended December 31, 2025 and 2024, respectively.
| | | Year Ended | | |
| | | December 31, | | | December 31, | | |
| | | 2025 | | | 2024 | | |
| Day one loss due to derivative liabilities on convertible notes and warrants | | $ | 1,155,844 | | | $ | 456,472 | | |
| (Gain) Loss on change in fair value of derivative liabilities on convertible notes and warrants | | $ | (1,646,628 | ) | | $ | 676,344 | | |
| (Gain) Loss on change in fair value of derivative liabilities | | $ | (490,784 | ) | | $ | 1,132,816 | | |
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**NOTE 10 - RELATED PARTY TRANSACTIONS**
During the years ended December 31, 2025 and 2024, the Company accrued $120,000 of salary payable to the Director of the Company, respectively.
During the years ended December 31, 2025 and 2024, the Company paid $32,500 and $18,500 owing to the Director of the Company for the accrued salaries, respectively.
During the year ended December 31, 2024, the Company issued10,000shares of common stock to the Director of the Company for service rendered valued at $20,000.
As of December 31, 2025 and December 31, 2024, the total amount due to the related party was $831,128 and $743,628, respectively.
The terms and conditions are not necessarily indicative of what third parties would agree to.
**NOTE 11 INCOME TAX**
The Company provides for income taxes under ASC 740, *Income Taxes.*Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
A reconciliation between expected income taxes, computed at the federal income tax rate of21% applied to the pretax accounting income (loss), and the income tax net expense included in the statements of operations for the years ended December 31, 2025 and 2024 is as follows:
| | | For Year Ended | | | For Year Ended | | |
| | | December 31, 2025 | | | December 31, 2024 | | |
| Net (loss) income before income tax | | $ | (567,160 | ) | | $ | (1,868,186 | ) | |
| Statutory tax Rate | | | 21 | % | | | 21 | % | |
| Tax (benefit) expense at the statutory tax rate | | | (119,104 | ) | | | (392,319 | ) | |
| Tax effect of | | | | | | | | | |
| Stock-based compensation | | | 9,870 | | | | 18,900 | | |
| (Loss) gain on change in fair value of derivative liabilities | | | (103,065 | ) | | | 237,891 | | |
| Unrealized loss on change in fair value of digital assets | | | 15,855 | | | | - | | |
| Changes in valuation allowance | | | 196,444 | | | | 135,528 | | |
| Income tax expense (benefit) per book | | $ | - | | | $ | - | | |
The components of the Companys deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of December 31, 2025 and 2024 are as follows:
| | | December 31, 2025 | | | December 31, 2024 | | |
| Net operating loss carryforward | $ | 6,437,450 | | | $ | 5,502,006 | | |
| Statutory tax Rate | | | 21 | % | | | 21 | % | |
| Deferred tax asset | | | 1,351,865 | | | | 1,155,421 | | |
| Less: Valuation allowance | | | (1,351,865 | ) | | | (1,155,421 | ) | |
| Net deferred assets | | $ | - | | | $ | - | | |
The valuation allowance increased by $196,444and $135,528during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, the Company had approximately $6.4million in net operating losses (NOLs) that may be available to offset future taxable income, whichbegin to expire between 2034 and 2039. NOLs generated in tax years prior to December 31, 2017, can be carried forward for twenty years, whereas NOLs generated after December 31, 2017 can be carried forward indefinitely.In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Companys net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes.
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**NOTE 12 SEGMENT REPORTING**
Operating segments are comprised of the components of an entity in which separate information is available for evaluation by the Companys chief operating decision maker, or group of decision makers, in determining how to allocate resources in evaluating performance. The Company consists of a single reporting segment: wrestling entertainment. The wrestling entertainment segment is comprised of the Companys 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 Companys chief operating decision maker (CODM) is its Chief Executive Officer.
The accounting policies of 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 Companys net income (loss) as reported in the Statements of Operations. The Companys segment assets are reported on the Balance Sheets.
The CODM reviews performance based on gross profit, operating profit, net earnings and net earnings excluding the impact of the fair value adjustment, a non-GAAP financial measure. Operating profit is reviewed to monitor the operating and administrative expenses of the Company. Profitability is important to the Companys ability to grow and expand operations and strategic initiatives. The Company does not have any customer representing more than 10% of total revenues for any period presented.
**NOTE 13 COMMITMENTS AND CONTINGENCIES**
There are no pending or threatened legal proceedings as of December 31, 2025. The Company has no non-cancellable operating leases.
**NOTE 14 - SUBSEQUENT EVENTS**
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2025 to the date these financial statements were issued and has determined that it has the below material subsequent event to disclose in these financial statements.
Effective February 2, 2026, FINRA approved a reverse stock split of our issued and outstanding shares of common stock on a basis of ten thousand (10,000) old shares for one (1) new share of common stock. Authorized common stock has been increased from 1,000,000 shares to 20,000,000 shares. Authorized preferred stock remains unchanged at 10,000,000 shares. All the shares and costs pershare in these financials have beenretrospectivelyadjusted to reflect the reverse stock split.
On February 11, 2026, the Company issued 21,018 shares of common stock the exercise of 42,000 units of share purchase warrants.
On March 3, 2026, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $110,000 for proceeds of $100,000. The convertible promissory note matures on March 3, 2027 and bears a one-time interest charge of $11,000 and a default rate of 16% per annum. The conversion price is the lower of $0.20 and 75% of the lowest trading price 15 days prior to conversion.
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**ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE**
None.
**ITEM 9A. CONTROLS AND PROCEDURES**
*Disclosure Controls and Procedures*
As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being December 31, 2025. This evaluation was carried out under the supervision and with the participation of our management, including our President and Chief Financial Officer (our principal executive officer and principal accounting officer).
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our companys reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our President and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Based upon that evaluation, including our President and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this annual report.
*Managements Report on Internal Control over Financial Reporting*
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control-Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of December 31, 2025, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.
We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending December 31, 2026: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by our registered public accounting firm because as a smaller reporting company we are not subject to Section 404(b) of the SarbanesOxley Act of 2002.
*Changes in Internal Control Over Financial Reporting*
There were no changes in our companys internal control over financial reporting during the fiscal year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
*Limitations on the Effectiveness of Internal Controls*
Our management, which consists of our sole officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting are or will be capable of preventing or detecting all errors or all fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements, due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns may occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risk.
**ITEM 9B. OTHER INFORMATION**
None.
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**PART III**
**ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**
The Board of Directors and Executive Officers of the Company
The following table and text sets forth the names and ages of all our directors and executive officers and our key management personnel as of the date hereof. All of our directors serve until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. Executive officers serve at the discretion of the Board of Directors.
| Name | | Age | | Position | |
| Shaun Donnelly | | 58 | | Chief Executive Officer, Chief Financial Officer and Director | |
Set forth below is a brief description of the background and business experience of our sole officer and director.
**Shaun Donnelly, Chief Executive Officer, Director**
Mr. Donnelly is an entertainment industry veteran who has created, produced and directed television series for such networks as Starz, AMI, ITV, Playboy TV, UKTV and YouToo. Mr. Donnelly served as LFCs chief executive officer and sole director of LFC since its inception on July 21, 2014, and from April 2013 to July 2014, Mr. Donnelly operated a business similar to LFC's as a sole proprietorship, during which time he produced two events. Since 2005, Mr. Donnelly has served as the head of Canadas Mind Engine Entertainment, where he has produced several feature films including the recently completed Gone By Dawn. Prior to getting into TV and film, Mr. Donnelly worked in the advertising industry where, in 1993, he founded Stormedia Communications, an Edmonton-based ad agency that specialized in oil and gas clients. He also published the literary digest Writer's Block Magazine for seven years and has worked as a writer and columnist for numerous magazines and newspapers. Mr. Donnelly attended Grant MacEwan University where he earned diplomas in Advertising & Public Relations and Audio Visual Communications. Mr. Donnelly does not believe that his duties with Mind Engine Entertainment will interfere with his duties as our chief executive officer.
**Family Relationships**
Since Mr. Donnelly is our sole officer and director, there are no family relationships between any of our officers or directors.
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**Compliance with Section 16(A) of the Exchange Act**
Section 16(a) of the Exchange Act requires the Companys directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).
Based solely on our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our common stock during the fiscal year ended December 31, 2025, were timely.
**Board Committees**
We have no audit, compensation or nominating committee. The functions of these committees are performed by our sole director. We do not have any independent directors.
**Code of Ethics**
We have not adopted a code of ethics as of the date of this report.
**Legal Proceedings**
To the best of our knowledge, none of our directors or executive officers has, during the past ten years:
| | | been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); | |
| | | | |
| | | had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; | |
| | | | |
| | | been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; | |
| | | been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; | |
| | | | |
| | | been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or | |
| | | | |
| | | been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. | |
Except as set forth in our discussion below in Certain Relationships and Related Transactions, none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the Commission.
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**ITEM 11. EXECUTIVE COMPENSATION**
The following summary compensation table indicates the cash and non-cash compensation earned during the years ended December 31, 2025 and 2024 by each person who served as chief executive officer and chief financial officer during the years ended December 31, 2025 and 2024.
**SUMMARY COMPENSATION TABLE**
| Name and Principal Position | | Year | | Salary($) | | | Bonus($) | | | StockAwards ($) | | | Total | | |
| | | | | | | | | | | | | | | | |
| Shaun Donnelly, Chief Executive Officer, | | 2025 | | $ | 120,000 | | | $ | - | | | $ | - | | | $ | 120,000 | | |
| Chief Financial Officer and Director (1) | | 2024 | | $ | 120,000 | | | $ | -- | | | $ | 20,000 | | | $ | 140,000 | | |
____________
| | 1. | Mr. Donnelly accrued compensation at the rate of $10,000 per month. | |
**Executive Employment Contracts**
The Company entered into an employment agreement dated October 1, 2016 with Shaun Donnelly. Pursuant to the agreement, Mr. Donnelly will continue to be employed as Chief Executive Officer of the Company. The initial term of the Employment Agreement is for a period of twelve (12) months (the Initial Term).
During the Initial Term, the Company will pay Mr. Donnelly a monthly base compensation of $10,000. The base salary shall accrue each month when due to Mr. Donnelly pursuant to the terms as stated in the Employment Agreement, it being understood that the Company may refrain from making cash payment of the base salary to Mr. Donnelly for those months in which the Company does not have the cash and/or funds available to satisfy the base salary obligation to Mr. Donnelly. All amounts of base salary that remain unpaid but due and owing to Mr. Donnelly at the end of each calendar month shall accrue or may be converted into shares of the Companys common stock.
Effective September 30, 2017, the Company and Mr. Donnelly entered into an amendment to the Employment Agreement. Pursuant to the terms of the amendment, the employment contact term is for a twelve month term, which term shall automatically renew yearly for an additional twelve (12) month term unless agreement is terminated in writing by Company within thirty (30) days of expiration of term. In addition, the amendment also adds the responsibility and duty of Chief Financial Officer to Mr. Donnelly.
**Compensation of Directors**
Currently, members of our Board of Directors receive no compensation.
**ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS**
The following table sets forth, as of March 30, 2026, certain information with respect to the beneficial ownership of our common stock by each shareholder known by us to be the beneficial owner of more than 5% of our Common Stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of Common Stock, except as otherwise indicated.
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Under the rules of the Securities and Exchange Commission, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest.
Shares of Common Stock which an individual or group has a right to acquire within 60 days pursuant to the exercise or conversion of options are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table below.
| Name of Beneficial Owner (1) | | Shares of Series APreferred (3) | | | Percent of Series APreferred (2) | | | Shares of CommonStock | | | Percent of CommonStock (2) | | |
| | | | | | | | | | | | | | |
| Shaun Donnelly | | | 51 | | | | 100 | % | | | 10,935 | | | | 1.895 | % | |
| Chief Executive Officer, Chief Financial Officer | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| All officers and directors as a group (1 person) | | | 51 | | | | 100 | % | | | 10,935 | | | | 1.895 | % | |
| | | | | | | | | | | | | | | | | | |
| Name of beneficial owner (5%) | | | | | | | | | | | | | | | | | |
None
| (1) | Beneficial ownership is determined in accordance with Rule 13D-3(a) of the Exchange Act and generally includes voting or investment power with respect to securities. | |
| | | |
| (2) | The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse. Based on576,936share equivalents of common stock as of March 30, 2026. | |
| (3) | Each one share of the Series A Preferred Stock has voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of common stock of the Company eligible to vote at the time of the respective vote (the Numerator), divided by (y) 0.49, minus (z) the Numerator. For purposes of illustration only, if the total issued and outstanding shares of common stock of the Company eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series A Preferred Stock shall be equal to 102,036 (0.019607 x 5,000,000) / 0.49) - (0.019607 x 5,000,000) = 102,036). The Series A Preferred Stock has no dividend rights, no liquidation rights and no redemption rights, and was created primarily to be able to obtain a quorum and conduct business at shareholder meetings. | |
The address for Mr. Donnelly is c/o Lingerie Fighting Championships, Inc., 6955 North Durango Drive, Suite 1115-129, Las Vegas 89149.
**Changes in Control**
We are not aware of any arrangements that may result in changes in control as that term is defined by the provisions of Item 403(c) of Regulation S-K.
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**ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE**
None of our officers, directors, proposed director nominees, beneficial owners of more than 10% of our shares of common stock, or any relative or spouse of any of the foregoing persons, or any relative of such spouse who has the same house as such person or who is a director or officer of any parent or subsidiary of our Company, has any direct or indirect material interest in any transaction to which we are a party since our incorporation or in any proposed transaction to which we are proposed to be a party other than described below.
During the years ended December 31, 2025 and 2024, the Company accrued $120,000 and $120,000 of salary payable to the Director of the Company.
During the years ended December 31, 2025 and 2024, the Companypaid $32,500 and $18,500 owing to the Director of the Company for the accrued salaries, respectively.
As of December 31, 2025 and December 31, 2024, the total amount due to the related party was $831,128 and $743,628, respectively.
**Director Independence**
Since our common stock is not currently listed on a national securities exchange, we have used the definition of independence of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an independent director is a person other than an officer or employee of the company or any other individual having a relationship that, in the opinion of the companys board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:
| | | the director is, or at any time during the past three years was, an employee of the company; | |
| | | | |
| | | the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service); | |
| | | a family member of the director is, or at any time during the past three years was, an executive officer of the company; | |
| | | | |
| | | the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipients consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions); | |
| | | | |
| | | the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or | |
| | | | |
| | | The director or a family member of the director is a current partner of the companys outside auditor, or at any time during the past three years was a partner or employee of the companys outside auditor, and who worked on the companys audit. | |
| | | | |
| | | Based upon the above criteria, we have no independent directors. | |
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**ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES**
The following table sets forth the fees billed by our principal independent accountants for each of our last two fiscal years for the categories of services indicated.
**Astra Audit & Advisory, LLC**
| | | Year Ended December 31, | | |
| Category | | 2025 | | | 2024 | | |
| Audit Fees (1) | | $ | 40,000 | | | $ | 70,000 | | |
| Audit Related Fees (2) | | $ | 25,000 | | | $ | 24,000 | | |
| Tax Fees (3) | | $ | -- | | | $ | -- | | |
| All Other Fees (4) | | $ | -- | | | $ | -- | | |
__________________
| (1) | Consists of fees billed for the audit of our annual financial statements, review of our Form 10-K and services that are normally provided by the accountant in connection with year-end statutory and regulatory filings or engagements. | |
| | | |
| (2) | Consists of fees billed for the review of our quarterly financial statements, review of our forms 10-Q and 8-K and services that are normally provided by the accountant in connection with non-year end statutory and regulatory filings on engagements. | |
| | | |
| (3) | Consists of professional services rendered by a company aligned with our principal accountant for tax compliance, tax advice and tax planning. | |
| | | |
| (4) | The services provided by our accountants within this category consisted of advice and other services relating to SEC matters, registration statement review, accounting issues and client conferences. | |
**ITEM 15. OTHER INFORMATION**
**Legal Proceedings**
We are not currently involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our Companys or our Companys subsidiaries officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
However, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
**Risk Factors**
As a smaller reporting company, we are not required to provide the information required by this Item.
**Unregistered Sales of Equity Securities and Use of Proceeds**
None.
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**Defaults Upon Senior Securities**
As of December 31, 2025, total note payable amount of $1,278,974 in default comprising of promissory notes of $340,000 and convertible notes of $938,974.
| | | | | | | 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 | | |
| Auctus#16 | | 10/10/2023 | | 10/10/2024 | | $ | 62,000 | | |
| Auctus#17 | | 5/22/2024 | | 5/22/2025 | | $ | 117,500 | | |
| Auctus#18 | | 9/10/2024 | | 9/10/2025 | | $ | 33,500 | | |
| Auctus#19 | | 12/13/2024 | | 12/13/2025 | | $ | 20,000 | | |
| | | | | | | $ | 1,278,974 | | |
**Mine Safety Disclosures**
Not Applicable.
**Other Information**
None.
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**PART IV**
**ITEM 16. EXHIBITS, FINANCIAL STATEMENT SCHEDULES**
| Exhibits | | | |
| | | | |
| 10.1 | | Securities Purchase Agreement dated April 30, 2025 | |
| 10.2 | | Promissory Note dated April 30, 2025 | |
| 10.3 | | Common Stock Purchase Warrant (First Warrant) dated April 30, 2025 | |
| 10.4 | | Common Stock Purchase Warrant (Second Warrant) dated April 30, 2025 | |
| 10.5 | | Securities Purchase Agreement dated June 18, 2025 | |
| 10.6 | | Promissory Note dated June 18, 2025 | |
| 10.7 | | Common Stock Purchase Warrant (First Warrant) dated June 18, 2025 | |
| 10.8 | | Common Stock Purchase Warrant (Second Warrant) dated June 18, 2025 | |
| 10.9 | | Securities Purchase Agreement dated August 15, 2025 | |
| 10.10 | | Promissory Note dated August 15, 2025 | |
| 10.11 | | Common Stock Purchase Warrant (First Warrant) dated August 15, 2025 | |
| 10.12 | | Common Stock Purchase Warrant (Second Warrant) dated August 15, 2025 | |
| 10.13 | | Amendment dated April 29, 2025 to Original Note dated December 9, 2024 | |
| 31.1 | | Section 302 Certification | |
| 32.1 | | Section 906 Certification | |
| 101.INS* | | XBRL Instance Document | |
| 101.SCH* | | XBRL Taxonomy Schema | |
| 101.CAL* | | XBRL Taxonomy Calculation Linkbase | |
| 101.DEF* | | XBRL Taxonomy Definition Linkbase | |
| 101.LAB* | | XBRL Taxonomy Label Linkbase | |
| 101.PRE* | | XBRL Taxonomy Presentation Linkbase | |
___________
* 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 hereunto duly authorized.
| | LINGERIE FIGHTING CHAMPIONSHIPS, INC. | |
| | | | |
| Date: March 30, 2026 | By: | /s/ Shaun Donnelly | |
| | Shaun Donnelly | |
| | Chief Executive Officer and Chief Financial Officer | |
Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the dates indicated.
| Signature | | Title | | Date | |
| | | |
| /s/ Shaun Donnelly | | Chief Executive Officer (Principal Executive Officer), Chief Financial | | March 30, 2026 | |
| Shaun Donnelly | | Officer (Principal Financial and Accounting Officer), and Director | |
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.
| | LINGERIE FIGHTING CHAMPIONSHIPS, INC. | | |
| | | | |
| | /s/ Shaun Donnelly | | |
| | Name: Shaun Donnelly | | |
| | Title: Chief Executive Officer | | |
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