
6955 North Durango Drive, Suite 1115-129, Las Vegas, NV		89149
(Address of principal executive offices)		(Zip Code)

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

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

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. x☐ 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). x☐ YES ¨☒ NO

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

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

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

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

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

2,773,832,045 shares of common stock issued and outstanding as of April 24, 2021.

	June 30,			December 31,
	2019			2018			June 30,			December 31,
	(Unaudited)						2020			2019
ASSETS							(Unaudited)
Current Assets
Cash and cash equivalents	$	27,942		$	3,439		$	25,414		$	43,707
Prepaid expenses		-			1,134
Total Current Assets		27,942			4,573			25,414			43,707

LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	12,551		$	7,450		$	25,011		$	494
Accounts payable - related party		261,768			214,118			348,518			301,018
Accrued interest payable		251,039			182,962			413,606			326,737
Stock payable		30,000			30,000
Convertible notes, net of $84,759 and $43,339 debt discount, respectively		627,173			656,557
Derivative liability		1,396,179			1,241,550
Convertible notes, net of $8,394 and $74,818 debt discount, respectively								780,435			714,011
Derivative liabilities								1,587,738			3,068,168
Total Current Liabilities		2,578,710			2,332,637			3,155,308			4,410,428

STOCKHOLDERS' DEFICIT
Preferred stock, par value $0.001 per share, 10,000,000 shares authorized, 51 and 51 shares issued and outstanding, respectively		-			-
Common stock, par value $0.001 per share, 5,000,000,000 shares authorized, 1,443,610,139 and 770,401,939 shares issued and outstanding, respectively		1,443,611			770,402
STOCKHOLDERS’ DEFICIT
Preferred stock, par value $0.001 per share, 10,000,000 shares authorized, 51 shares issued and outstanding								-			-
Common stock, par value $0.001 per share, 5,000,000,000 shares authorized, 2,021,181,889 shares issued and outstanding								2,021,182			2,021,182
Additional paid-in capital (deficiency)		(115,583	)		391,555			(596,339	)		(596,339	)
Accumulated deficit		(3,878,796	)		(3,490,021	)		(4,554,737	)		(5,791,564	)
Total stockholders' deficit		(2,550,768	)		(2,328,064	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	27,942		$	4,573
Total stockholders’ deficit								(3,129,894	)		(4,366,721	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT							$	25,414		$	43,707

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

	Three Months Ended						Six Months Ended						Three Months Ended						Six Months Ended
	June 30,						June 30,						June 30,						June 30,
	2019			2018			2019			2018			2020			2019			2020			2019

Revenue	$	2,449		$	1,821		$	3,684		$	3,539		$	4,260		$	2,449		$	7,360		$	3,684
Cost of Services		11,250			1,420			11,250			21,720			-			11,250			2,300			11,250
GROSS PROFIT (LOSS)		(8,801	)		401			(7,566	)		(18,181	)		4,260			(8,801	)		5,060			(7,566	)

OPERATING EXPENSES
Selling, general and administrative expenses		82,334			48,776			137,817			126,552			29,066			52,334			35,369			77,817
Management Salaries														30,000			30,000			60,000			60,000
Total Operating Expenses		82,334			48,776			137,817			126,552			59,066			82,334			95,369			137,817

OPERATING LOSS		(91,135	)		(48,375	)		(145,383	)		(144,733	)		(54,806	)		(91,135	)		(90,309	)		(145,383	)

OTHER INCOME (EXPENSE)
Interest expense		(89,200	)		(75,133	)		(159,810	)		(139,375	)		(76,647	)		(89,200	)		(153,294	)		(159,810	)
Gain (Loss) on derivative liabilities		(109,576	)		1,603,779			(183,582	)		333,495
Gain (Loss) on change in fair value of derivative liabilities														34			(109,576	)		1,480,430			(183,582	)
Convertible note written off		-			-			100,000			-			-			-			-			100,000
Total other income (expense)	$	(198,776	)	$	1,528,646		$	(243,392	)	$	194,120		$	(76,613	)	$	(198,776	)	$	1,327,136		$	(243,392	)

NET INCOME (LOSS)	$	(289,911	)	$	1,480,271		$	(388,775	)	$	49,387		$	(131,419	)	$	(289,911	)	$	1,236,827		$	(388,775	)

Basic and Diluted Loss per Common Share	$	(0.00	)				$	(0.00	)
Basic Earnings per Common Share				$	0.00					$	0.00
Diluted Earnings per Common Share				$	0.00					$	0.00
Basic and Diluted Income (Loss) per Common Share													$	(0.00	)	$	(0.00	)	$	0.00		$	(0.00	)
Diluted Earnings (Loss) per Common Share														-			-		$	0.00		$	-
Basic and Diluted Weighted Average Shares of Common Stock Outstanding		1,280,015,474						1,099,196,120						2,021,181,889			1,280,015,474			2,021,181,889			1,099,196,120
Basic Weighted Average Shares of Common Stock Outstanding					665,925,639						628,705,342
Diluted Weighted Average Common Shares Outstanding					6,006,984,575						5,969,764,279
Diluted Weighted Average Shares of Common Stock Outstanding														-			-			15,993,128,466			-

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

FOR THE ~~THREE MONTHS AND~~ SIX MONTHS ENDED JUNE 30, ~~2019~~2020 AND ~~2018~~2019

	Six Months						Six Months Ended
	June 30,						June 30,
	2019			2018			2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(388,775	)	$	49,387		$	1,236,827		$	(388,775	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss (Gain) on derivative liability		183,582			(333,495	)
Loss (Gain) on change in fair value of derivative liabilities								(1,480,430	)		183,582
Amortization of debt discount		90,580			88,613			66,424			90,580
Convertible note written off		(100,000	)		-			-			(100,000	)
Changes in operating assets and liabilities:
Prepaid expenses		1,134			-			-			1,134
Accounts payable - related party		47,650			49,700			47,500			47,650
Accounts payable and accrued liabilities		5,102			17,918			24,517			5,102
Accrued interest payable		69,230			50,331			86,869			69,230
Net cash used in operating activities		(91,497	)		(77,546	)		(18,293	)		(91,497	)

CASH FLOWS FROM INVESTING ACTIVITIES		-			-			-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible debt		116,000			50,000			-			116,000
Net cash provided by financing activities		116,000			50,000			-			116,000

Net increase (decrease) in cash and cash equivalents		24,503			(27,546	)		(18,293	)		24,503
Cash and cash equivalents - beginning of period		3,439			28,438			43,707			3,439
Cash and cash equivalents - end of period	$	27,942		$	892		$	25,414		$	27,942

Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-		$	-

NON CASH INVESTING AND FINANCING ACTIVITIES
Debt discount from derivative liability	$	132,000		$	60,000
Derivative reclass to APIC due to conversion	$	144,953		$	1,338
NON-CASH INVESTING AND FINANCING ACTIVITIES
Debt discount from derivative liabilities							$	-		$	132,000
Derivative liabilities reclass to Additional paid-in capital due to conversion							$	-		$	144,953
Shares of common stock issued for conversion of debt and accrued interest	$	21,117		$	29,314		$	-		$	21,117

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

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

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

The accompanying unaudited interim ~~consolidated~~ financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, ~~2019~~2020 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2019.~~2020. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2018 have been omitted. These interim financial statements are condensed and should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended December 31, ~~2018~~2019 included in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April ~~16, 2019.~~8, 2021.

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

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had ~~$27,942~~$25,414 and ~~$3,439~~$43,707 in cash and cash equivalents as at June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

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

The Company recognizes revenue when it satisfies its obligation by transferring control of the good or service to the customer. A performance obligation is satisfied over time if one of the following criteria are met:

The Company’s revenue derives from the development, promotion and distribution of our live events and televised entertainment programming. For the six months ended June 30, ~~2019~~2020 and ~~June 30, 2018,~~2019, the Company recognized revenue of ~~$3,684~~$7,360 and ~~$3,539~~$3,684 and cost of sales of ~~$11,250~~$2,300 and ~~$21,720,~~$11,250, resulting in gross profit of $5,060 and gross loss of ~~$7,566 and 18,181,~~7,566, respectively.

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

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

For the three months ended June 30, 2020, convertible notes and warrants were dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive.

For the six months ended June 30, 2019, 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.

The following is a reconciliation of the numerator and denominator used for the computation of basic and diluted loss per shares of common stock:

	Three months ended			Six months ended			Three months ended			Six months ended
	June 30 2019			June 30 2019			June 30, 2019			June 30, 2019
Net Loss	$	(289,911	)	$	(388,775	)	$	(289,911	)	$	(388,775	)

Basic and Diluted Weighted Average Common Shares Outstanding		1,280,015,474			1,099,196,120			1,280,015,474			1,099,196,120

Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

~~For the six months and three months ended June 30, 2018, 5,341,058,936 shares of common stock from the convertible notes were included in the calculation of diluted earnings per shares.~~

~~The following is a reconciliation of the numerator and denominator used for the computation of basic and diluted earnings per common shares:~~

The Company follows FASB ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transaction. (See Note 8)

The Company accounts for convertible debt in accordance with the guidelines established by FASB ASC 470-20, “Debt with Conversion and Other Options”. The Beneficial Conversion Feature (“BCF”) of convertible debt is normally characterized as the convertible portion or feature of certain debt that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a BCF related to the issuance of convertible debt when issued, and also records the estimated fair value. Beneficial Conversion Features that are contingent upon the occurrence of a future event are recorded when the event is resolved.

The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities.”

The Company measures the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Employee awards are accounted for under ASC 718 - where the awards are valued at grant date. Awards given to nonemployees are accounted for under ASC 505 where the awards are valued at earlier of commitment date or completion of services. Compensation cost for employee awards is recognized over the vesting or requisite service period. The Black-Scholes option-pricing model is used to estimate the fair value of options or warrants granted.

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

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

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

The derivative liability in connection with the conversion feature of the convertible debt, classified as a level 3 liability, is the only financial liability measured at fair value on a recurring basis. (See Note 7)

The following table summarizes fair value measurement by level at June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, measured at fair value on a recurring basis:

June 30, 2019	Level 1		Level 2		Level 3		Total
June 30, 2020									Level 1		Level 2		Level 3		Total
Assets
None		-		-		-		-		-		-		-		-
Liabilities
Derivative liabilities		-		-		1,396,179		1,396,179		-		-		1,587,738		1,587,738

December 31, 2018	Level 1		Level 2		Level 3		Total
December 31, 2019									Level 1		Level 2		Level 3		Total
Assets
None		-		-		-		-		-		-		-		-
Liabilities
Derivative liabilities		-		-		1,241,550		1,241,550		-		-		3,068,168		3,068,168

In ~~July 2018,~~August 2020, the FASB issued ASU ~~2018-07, Compensation—Stock Compensation (Topic 718): Improvements~~2020-06, ASC Subtopic 470-20 “Debt—Debt with Conversion and Other Options”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to ~~Nonemployee Share-Based Payment Accounting. This update addresses several aspects~~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 accounting for nonemployee share-based payment transactions and expands the scope of ASC 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The main provisions of the update change the way nonemployee awardspremiums are measured in the financial statements. Under the simplified standards, nonemployee options will be valued once at the date of grant, as compared to at each reporting period end under ASC 505-50. At adoption, all awards without established measurement dates will be revalued one final time, and a cumulative effect adjustment to retained earnings will be recorded as the difference between the pre-adoption value and new value. Companies will be permitted to make elections to establish the expected term and either recognize forfeitures as they occur or apply a forfeiture rate. Compensation expense recognition using a graded vesting schedule will no longer be permitted. This pending content is the result of the FASB’s Simplification Initiative, to maintain or improve the usefulness of the information provided to the users of financial statements while reducing cost and complexitypaid-in capital. The amendments in ~~financial reporting. This ASU is~~this update are effective for fiscal ~~years, and interim periods within those~~ years beginning after December 15, ~~2018.~~2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. Because the Company does not currently have any outstanding awards to non-employees for which a measurement date has not been established the adoption of ASU 2018-07 does not have a material impact to the Company’s financial statements and related disclosures upon adoption. The adoption of this standard will change the way that the Company accounts for non-employee compensation in the future.

~~In January 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2018-01,~~ ~~Land Easement Practical Expedient for Transition to Topic 842,~~ which amends ASC Topic 842. Among other things, the new standard requires us to recognize a right of use asset and a lease liability on our balance sheet for leases. It also changes the presentation and timing of lease-related expenses. This ASU is effective for fiscal ~~years, and interim periods within those~~ years beginning after December 15, ~~2018. Early adoption is permitted.~~2020, including interim periods within those fiscal years. The Company is currently ~~evaluating~~assessing the ~~effect~~impact of the adoption of this ~~guidance may have~~standard on its financial ~~position, results of operations, comprehensive income, cash flows and disclosures.~~statements.

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

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

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~~Chief Executive Officer. The Series A preferred shares have voting rights, resulting in the Series A stockholder holding in aggregate approximately 51% of the total voting power of all issued and outstanding voting capital of the Company. The valuation of the preferred shares was completed by the Company based on the change in voting percentage rights before and after the Series A shares were issued. The value of the Series A shares is $42,669 and was expensed.

There were 51 and 51 preferred shares issued and outstanding as at June 30, ~~2019~~2020 and December 31, ~~2018.~~2019.

The Company has authorized 5,000,000,000 shares with a par value $0.001 per share.

During the ~~six months~~year ended ~~June 30,~~December 31, 2019, the Company issued ~~673,208,200~~1,250,779,950 shares of common stock for conversion of convertible note principal amount of ~~$19,964~~$43,067 and accrued interest of $1,153.

~~During the year ended December 31, 2018, the Company issued 193,608,300 shares of common stock for conversion of convertible note principal amount of $905 and accrued interest of $2,494.~~

As of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, the shares of common stock issued and outstanding was ~~1,443,610,139 and 770,401,939, respectively.~~2,021,181,889.

During the year ended December 31, 2016, the Company issued 2,250,000 shares of common stock with a fair value of $174,000 for services rendered. The shares were valued at market price when the shares were issued.

~~As of June 30, 2019, the Company recorded stock payable for 300,000 outstanding shares of common stock of $30,000 not yet issued to the consultant for service performed.~~

During the six months ended June 30, ~~2019~~2020 and ~~the~~ year ended December 31, ~~2018,~~2019, in conjunction with the issuance of convertible notes, the Company issued warrants to purchase ~~324,833,333~~0 and ~~145,000,000~~824,833,333 shares of common stock, exercisable for five years from issuance at ~~$0.0003~~weighted average exercise price of $0.0002 per ~~share, respectively.~~share.

The below table summarizes the activity of warrants exercisable for shares of common stock during the six months ended June 30, ~~2019~~2020 and the year ended December 31, ~~2018:~~2019:

	Number of Shares		Weighted- Average Exercise Price		Number of Shares		Weighted- Average Exercise Price
Balances as of December 31, 2017		-	$	-
Granted		145,000,000		0.0003
Exercised		-		-
Forfeited		-		-
Balances as of December 31, 2018		145,000,000	$	0.0003		145,000,000	$	0.0003
Granted		324,833,333		0.0003		824,833,333		0.0002
Exercised		-		-		-		-
Forfeited		-		-		-		-
Balances as of June 30, 2019		469,833,333	$	0.0003
Balances as of December 31, 2019						969,833,333	$	0.0002
Granted						-		-
Exercised						-		-
Forfeited						-		-
Balances as of June 30, 2020						969,833,333	$	0.0002

The fair value of each warrant on the date of grant is estimated using the Black-Scholes option valuation model. The following weighted-average assumptions were used for options granted during the six months ended June 30, 2020 and 2019:

	Six months ended			Six Months ended
	June 30,			June 30,
	2019			2020			2019
Exercise price	$	0.0003		$	0.0002		$	0.0003
Expected term	5 years				3.93 years			5 years
Expected average volatility	288% - 340		%		355% - 384	%		288% - 310	%
Expected dividend yield		-			-			-
Risk-free interest rate	1.76% - 2.24		%		0.18% - 0.34	%		2.23% - 2.24	%

The following table summarizes information relating to outstanding and exercisable warrants as of June 30, ~~2019:~~2020:

Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants at June 30, ~~2019~~2020 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of June 30, ~~2019,~~2020, the aggregate intrinsic value of warrants outstanding was approximately $0$nil based on the closing market price of $0.0001 on June 30, ~~2019.~~2020.

The Company determined that the warrants qualify for derivative accounting as a result of the related issuance of the convertible note during the six months ended June 30, ~~2019.~~2020. As of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, the Company valued the fair value on the ~~469,833,333 units and 145,000,000~~969,833,333 units of ~~share~~common stock purchase warrants granted at ~~$46,946~~$96,942 and ~~$14,468~~$96,956 based on Black-Scholes option valuation model, respectively. ~~<see Note 7>~~

The Company had the following unsecured convertible notes payable as at June 30, ~~2019~~2020 and December 31, ~~2018:~~2019:

	June 30, 2019		December 31, 2018		June 30, 2020		December 31, 2019

Convertible Promissory Notes to Auctus Fund	$	315,472	$	292,360	$	423,748	$	357,324
Convertible Promissory Notes to EMA Financial		256,285		208,781		301,271		301,271
Convertible Promissory Notes to Black Bridge Capital		-		100,000
Convertible Promissory Notes to Tangiers		23,801		23,801		23,801		23,801
Convertible Promissory Notes to Denali		31,615		31,615		31,615		31,615
Total Convertible Debt	$	627,173	$	656,557
Total Convertible Debts					$	780,435	$	714,011

On May 20, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $67,750 with a $7,750 original issue discount. The convertible promissory note bears interest at 10% per annum and matures nine months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $60,000 is being amortized over the life of the note using the effective interest method resulting in $0 and $14,542 of interest expense for the year ended December 31, 2018 and December 31, 2017, respectively.

During the year ended December 31, 2017, principal of $15,278 and accrued interest of $5,975 were converted into111,460,000 shares of common stock.

During the year ended December 31, 2018, accrued interest of $2,494 were converted into 133,258,300 shares of common stock.

During the ~~six months~~year ended ~~June 30,~~December 31, 2019, principal of ~~$17,138~~$40,241 and accrued interest of $1,153 were converted into ~~488,608,200~~1,066,179,950 shares of common stock.

As of June 30, ~~2019,~~2020, the note is presented net of a debt discount of ~~$28,114.~~$5,011.

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

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

As of June 30, ~~2019,~~2020, the notes are presented net of a debt discount of $76,750.

On January 13, 2017, the Company entered into an agreement with Power Up Lending Group to issue a convertible promissory note of $45,000 with a $2,500 original issue discount to the unrelated party, which bears interest at 8% of the principal amount. The promissory note matures on January 13, 2018. The conversion price shall be equal to 57.5% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. The note was discounted for a derivative and the discount of $45,000 is being amortized over the life of the note using the effective interest method. Total of $0 and $40,843 of the discount was recorded as interest expense for the year ended December 31, 2018 and the year ended December 31, 2017.

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

On June 14, 2017, the Company entered into an agreement with Power Up Lending Group to issue a convertible promissory note of $7,500 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matured on March 20, 2018. The conversion price shall be equal to 50% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. The note was discounted for a derivative and the discount of $7,500 is being amortized over the life of the note using the effective interest method. Total of $0 and $4,462 of the discount was recorded as interest expense for the year ended December 31, 2018 and the year ended December 31, 2017.

On November 27, 2017, Auctus Fund, LLC entered into an agreement with Power Up Lending Group Ltd. to buy out the total outstanding principal amount and accrued interest of the two convertible promissory notes at $50,774.54. The note bears interest at 12% of the principal amount and matured on March 20, 2018. The conversion price shall be equal 57.5% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. During the year ended December 31, 2018 and the year ended December 31, 2017, interest expense of $5,030 and $2,165 was recorded over the remaining note discount transferred the two convertible notes of $7,195.

As of June 30, ~~2019,~~2020, the note is presented net of a debt discount of $50,745.

On November 2, 2017, the Company entered into an agreement to issue a convertible promissory note of $53,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on August 2, 2018. The conversion price shall be equal to 50% of the lowest trading price of the Company’s common stock during the 25 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. The note was discounted for a derivative and the discount of $53,000 is being amortized over the life of the note using the effective interest method. Total of $41,546 and $11,454 of the discount was recorded as interest expense for the year ended December 31, 2018 and the year ended December 31, 2017.

On February 23, 2018, EMA Financial LLC and Auctus Fund, LLC each made repayment to Crown Bridge Partners, LLC on behalf of the Company at $5,636.04 to settle the total outstanding principal and accrued penalty amount at $11,272.08 of the $40,000 convertible note. As a result, the principal amount of the $53,000 convertible note increased to $58,636.04.

On March 7, 2018, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $30,000 with a $5,000 original issue discount. The convertible promissory note bears interest at 12% per annum and matures nine months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $30,000 is being amortized over the life of the note using the effective interest method resulting in $30,000 of interest expense for the year ended December 31, 2018.

As of June 30, ~~2019,~~2020, the note is presented net of a debt discount of $30,000.

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

As of June 30, ~~2019,~~2020, the note is presented net of a debt discount of $48,500.

On March 22, 2019, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $62,500 with a $9,000 original issue discount. The convertible promissory note bears interest at 12% per annum and matures nine months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $62,500 is being amortized over the life of the note using the effective interest method resulting in ~~$22,727~~$62,500 of interest expense for the ~~six months~~year ended ~~June 30,~~December 31, 2019. In conjunction with the convertible note, the Company issued warrants to purchase 209,000,000 shares of common stock, exercisable for five years from issuance at $0.0003 per share.

As of June 30, ~~2019,~~2020, the note is presented net of a debt discount of ~~$22,727.~~$62,500.

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

On September 7, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $35,000 with a $5,250 original issue discount. The convertible promissory note bears interest at 10% per annum and matures twelve 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 $29,750 is being amortized over the life of the note using the effective interest method resulting in $0 and $21,774 of interest expense for the year ended December 31, 2018 and the year ended December 31, 2017, respectively.

During the year ended December 31, 2017, principal of $7,538 were converted into 123,242,000 shares of common stock.

During the year ended December 31, 2018, principal of $905 were converted into 60,350,000 shares of common stock.

As of June 30, ~~2019,~~2020, the note is presented net of a debt discount of $47,521.

On November 3, 2016, the Company entered into an agreement with Blackbridge Capital Growth Funds, LLC to issue a convertible promissory note to an unrelated party for an amount of $60,000. The convertible promissory note bears interest at 8% per annum and matures on November 3, 2017. The conversion price is 50% of the lowest trading price 20 days prior to conversion. The note was discounted for a derivative and the discount of $60,000 is being amortized over the life of the note using the effective interest method resulting in $0 and $50,465 of interest expense for the year months ended December 31, 2018 and the year ended December 31, 2017, respectively.

During the year ended December 31, 2017, principal of $10,810 were converted into 65,000,000 shares of common stock.

On September 27 2017, EMA Financial, LLC entered into an agreement with Blackbridge Capital Growth Funds, LLC to buy out the outstanding principal amount and accrued interest of the convertible promissory note at $53,367.22. The note bears interest at 8% of the principal amount and matures on November 3, 2017. The conversion price shall be equal to 57.5% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note.

As of June 30, ~~2019,~~2020, the notes are presented net of a debt discount of $49,190.

On October 31, 2017, the Company entered into an agreement to issue a convertible promissory note of $53,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on October 31, 2018. The conversion price shall be equal to 50% of the lowest trading price of the Company’s common stock during the 25 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. The note was discounted for a derivative and the discount of $53,000 is being amortized over the life of the note using the effective interest method. Total of $44,142 and $8,858 of the discount was recorded as interest expense for the year ended December 31, 2018 and the year ended December 31, 2017, respectively.

As of June 30, ~~2019,~~2020, the note is presented net of a debt discount of $58,636.

On March 5, 2018, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $30,000 with a $5,000 original issue discount. The convertible promissory note bears interest at 12% per annum and matures twelve months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $30,000 is being amortized over the life of the note using the effective interest method resulting in $5,260 and $24,740 of interest expense for the ~~six months~~year ended ~~June 30,~~December 31, 2019 and year ended December 31, 2018, respectively.

During the ~~six months~~year ended ~~June 30,~~December 31, 2019, principal of $2,826 were converted into 184,600,000 shares of common stock.

As of June 30, ~~2019,~~2020, the note is presented net of a debt discount of $27,174.

On August 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 $5,653 original issue discount. The convertible promissory note bears interest at 12% per annum and matures ~~twelve~~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 $43,500 is being amortized over the life of the note using the effective interest method resulting in $20,555 and $22,945 of interest expense for the ~~six months~~year ended ~~June 30,~~December 31, 2019 and the year ended December 31, 2018, respectively. In conjunction with the convertible note, the Company issued warrants to purchase 72,500,000 shares of common stock, exercisable for five years from issuance at $0.0003 per share.

As of June 30, ~~2019,~~2020, the note is presented net of a debt discount of $49,250.

On March 25, 2019, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $69,500 with a $7,000 original issue discount. The convertible promissory note bears interest at 12% per annum and matures ~~twelve~~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 $69,500 is being amortized over the life of the note using the effective interest method resulting in ~~$24,515~~$69,500 of interest expense for the ~~six months~~year ended ~~June 30,~~December 31, 2019. In conjunction with the convertible note, the Company issued warrants to purchase 115,833,333 shares of common stock, exercisable for five years from issuance at $0.0003 per share.

As of June 30, ~~2019,~~2020, the note is presented net of a debt discount of ~~$24,515.~~$69,500.

On November 3, 2016, the Company entered into an investment agreement with Blackridge Capital Growth Fund, LLC. Per the investment agreement, the investor will invest up to $2,000,000 to purchase the Company’s common stock, par value of $.001 per share.

The Company issued a convertible promissory note for $100,000, as a commitment fee, which bears interest at 8% of the principal amount and matures on November 3, 2017. The commitment fee expense of $100,000 was recognized on November 3, 2016. The conversion price is equal to 57.5% of the lowest trading price during the 20 days prior to the conversion.

On November 3, 2016, a derivative debt discount of $100,000 was recorded. For the year ended December 31, 2017, an amount of $100,000 was amortized into interest expense in relation to the debt discount.

On February 8, 2019, an agreement was reached between the Company and Blackbridge Capital Growth Fund, LLC for the termination of a securities purchase agreement between the two companies dated November 3, 2016 granting Blackbridge the rights to purchase up to $2 million of the Company’s common stock and cancellation of an 8% convertible promissory note in the original amount of $100,000 issued by the Company to Blackbridge pursuant to the securities purchase agreement as a commitment fee.

During the ~~six months~~year ended ~~June 30,~~December 31, 2019, the note principal amount of $100,000 was written off, resulting in other income of convertible note written off of $100,000.

On April 4, 2016, the Company entered into an investment agreement with an unrelated party. Per the investment agreement, the investor will invest up to $5,000,000 to purchase the Company’s common stock, par value of $0.001 per share. In connection with the investment agreement, the Company entered into a registration rights agreement with the unrelated party which has been filed with the SEC. The maximum investment amount is equal to one hundred percent of the average of the daily trading volume of the common stock for the ten days prior to the put notice entered into by the unrelated party. The total purchase price to be paid in connection with the put notice, is calculated at eighteen percent discount of the lowest trading price of the common stock during the five consecutive trading days immediately succeeding the put notice date.

The Company issued a promissory note to the unrelated party for $100,000, as a commitment fee, which bears interest at 10% of the principal amount and matures seven months from April 4, 2016 with a possible extension to ten months based on whether the Company executes the related investment agreement within 180 days from April 4, 2016. If the registration statement is declared effective within 90 days of the execution of the investment agreement, the Company and the unrelated party agree the principal balance of the note will be immediately reduced by $40,000. The note payable will be available to be converted upon default. Per the agreement, default could occur based on: failure of payment on any outstanding amounts longer than five days after the due date, failure to issue shares after request, or failure to comply with all of the other material provisions included in the agreement. The conversion price is equal to the lower of: (a) 90% of the lowest trading price of the Company’s common stock during the 25 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note, or (b) 90% of the lowest trading price of the Company’s common stock during the 25 consecutive trading days prior to the effective date of April 4, 2016. At the election of the unrelated party, at each closing date (as defined in the investment agreement) after the date which is six months after April 4, 2016, the unrelated party shall retain (or the Company shall pay to the unrelated party) an amount equal to ten percent of each Put Amount (as defined in the agreement), and the amounts shall be applied by the unrelated party as follows: first against the amount of any unpaid interest or other fees, and second against any unpaid principal amounts, until all interest, fees, and principal have been paid.

On April 28, 2016, the Company filed a registration statement with the Securities and Exchange Commission to register 3,500,000 shares of common stock pursuant to the Investment Agreement and the Registration Rights Agreement. On May 24, 2016, the Company received a comment letter from the Securities and Exchange Commission regarding the registration statement. On March 3, 2017, the Company voluntarily withdrew the registration statement.

The Company expensed the $100,000 as commitment fee during the year ended December 31, 2016.

The note was discounted for a derivative and the discount of $65,238 is fully amortized into interest expense for the year ended December 31, 2016.

On January 10, 2017, the Company entered into an Assignment Agreement that Denali acquired $50,000 of the $100,000 note held by Tangiers. As at January 10, 2017, $50,000 of principal remained with Tangiers.

During the year ended December 31, 2017, principal of $26,199 was converted for 49,905,893 shares of common stock.

As of June 30, ~~2019,~~2020, the note is presented net of a debt discount of $23,801.

On January 10, 2017, the Company entered into an Assignment Agreement that Denali acquired $50,000 of the $100,000 note held by Tangiers.

During the year ended December 31, 2017, principal of $18,385 was converted for 9,884,409 shares of common stock.

During the six months ended June 30, ~~2019~~2020 and ~~June 30, 2018,~~2019, interest expense of ~~$69,230~~$86,870 and ~~$50,331~~$69,230 was incurred on convertible notes, respectively. As of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, accrued interest payable on convertible notes was ~~$251,039~~$413,606 and ~~$182,962,~~$326,737, respectively.

During the six months ended June 30, 2020, there were no note conversion to common stock.

During the six months ended June 30, 2019, the Company issued 673,208,200 shares of common stock for conversion of convertible note principal amount of $19,964 and accrued interest of $1,153.

The Company analyzed the conversion options for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability when the conversion option becomes ~~effective~~effective.

The following table summarizes the derivative liabilities included in the balance sheet at June 30, ~~2019:~~2020:

The following table summarizes the loss on derivative liability included in the income statement for the six months ended June 30, ~~2019~~2020 and ~~June 30, 2018,~~2019, respectively.

	Six months ended						Six Months Ended
	June 30,			June 30,			June 30,		June 30,
	2019			2018			2020		2019
Day one loss due to derivative liabilities on convertible notes	$	(279,421	)	$	(320,641	)	$	-	$	(279,421	)
Gain on change in fair value of derivative liabilities on convertible notes and warrants		95,839			654,136			1,480,430		95,839
Gain (Loss) on change in fair value of derivative liabilities	$	(183,582	)	$	333,495		$	1,480,430	$	(183,582	)

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

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

During the six ended June 30, 2019, the Company accrued $60,000 of salary payable to the Director of the Company and paid $12,350 owing to him for the accrued salaries.

~~During the year ended December 31, 2018, the Company accrued $120,000 of salary payable to the Director of the Company, and paid $25,520 owing to him for the accrued salaries.~~

As of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, amount due to the related ~~parties~~party was ~~$261,768~~$348,518 and ~~$214,118,~~$301,018, respectively.

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

Subsequent to June 30, ~~2019~~2020 and through the date that these financials were made available, the Company had the following subsequent events:

~~Principal~~Conversion of ~~$23,103 from a~~ convertible ~~note was converted for 577,571,750~~notes and accrued interest to common stock

The Company issued 557,166,286 shares of common ~~stock.~~stock for conversion of convertible note principal amount of $3,746 and accrued interest of $18,541.

The Company issued 195,483,870 shares of common stock from the exercise of 207,034,884 units of common stock purchase warrants.

On August 4, 2020, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $31,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on August 4, 2021. The note is to be repaid by six equal payments commencing on the sixth month anniversary of issuance and due monthly thereafter. The conversion price shall be equal to the lesser of (i) the lowest Trading Price during the previous five trading date period ending on the latest completed trading Day prior to the date of this Note and (ii) Variable Conversion Price, that is Market Price being the volume weighted average price (VWAP) for the Common Stock during the five trading day period ending on the latest complete trading day prior to the conversion date.

On November 2, 2020, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $225,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on November 2, 2021. The note is to be repaid by six equal payments commencing on the sixth month anniversary of issuance and due monthly thereafter. The conversion price shall be equal to the lesser of (i) the lowest Trading Price and (ii) Variable Conversion Price, that is Market Price being the lowest trading price for the common stock during the one trading day period ending on the latest complete trading day prior to the conversion date. In conjunction with the convertible note, the Company issued warrants to purchase 2,225,000,000 shares of common stock, exercisable for five years from issuance at $0.0001 per share and returnable warrants to purchase 2,225,000,000 shares of common stock, exercisable for five years form issuance at $0.0001 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date. The proceeds of the note were used for the repayment of promissory notes issued to EMA Financials, LLC of $175,000.

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

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

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

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

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

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

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

Our business and corporate address is 6955 North Durango Drive, Suite 1115-129, Las Vegas NV 89149. Our corporate website is http://lingeriefc.com/.

We are a media company focused on the development, production, promotion and distribution of original entertainment for mature audiences which we plan to make commercially available predominantly through live entertainment events, as well as through digital home video, broadcast television networks, video-on-demand and digital media channels. Our LFC business and brand is focused on building and establishing a sports entertainment league that utilizes wrestling and mixed martial arts (“MMA”) fighting techniques ~~together with fictional character personas, parodies of public figures and professional sporting leagues and fictional story lines~~ for purposes of providing ~~sports~~ entertainment. We seek to promote and market our brand, our programming, our events and our products.

Our mission is to establish the popularity of our LFC league and brand based on holding live events and to promote our athletes via a reality series and merchandise such a t-shirts and calendars. Our uniqueness is derived from our predominantly all female league structure, where a vast array of beautiful, attractive and unique women engage in wrestling and MMA fighting techniques against one another for purposes of delivering high quality entertainment to mature audiences.

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

Three months ended June 30, ~~2019~~2020 as compared to the three months ended June 30, ~~2018~~2019

Our operating results for the three months ended June 30, ~~2019~~2020 and June 30, ~~2018,~~2019, and the changes between those periods for the respective items are summarized as follows:

	Three Months Ended									Three Months Ended
	June 30,									June 30,						Changes
Statement of Operations Data:	2019			2018			Changes			2020			2019			Amount		%

Revenue	$	2,449		$	1,821		$	628		$	4,260		$	2,449		$	1,811		74	%
Cost of Services		(11,250	)		(1,420	)		(9,830	)		-			(11,250	)		11,250		-
Total operating expenses		(82,334	)		(48,776	)		(33,558	)		(59,066	)		(82,334	)		23,268	(28%)
Other income (expense)		(198,776	)		1,528,646			(1,727,422	)		(76,613	)		(198,776	)		122,163	(61%)
Net Income (loss)	$	(289,911	)	$	1,480,271		$	(1,770,182	)	$	(131,419	)	$	(289,911	)	$	158,492	(55%)

We generated revenues of ~~2,449~~4,260 and ~~$1,821~~$2,449 for the three months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively. The Company’s revenue derives from the development, promotion and distribution of our live events and televised entertainment programming.

We incurred total cost of services of ~~$11,250~~$0 and ~~$1,420~~$11,250 for the three months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively. The cost of services incurred consist of labor, material, equipment and subcontractor expenses.

We incurred total operating expenses of ~~$82,234~~$59,066 and ~~$48,776~~$82,334 for the three months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively. The ~~increase~~decrease in operating expenses was primarily due to the ~~increase~~decrease in professional fees.

We recognized total other expense of $76,613 and incurred other expense of $198,776 ~~and recognized other income of $1,528,646~~ for the three months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively. The decrease in other expense was mainly attributed to ~~other income from the written off of a convertible note of $100,000 and the increase~~$34 gain on change in ~~loss on~~fair value of derivative liabilities from the convertible ~~notes.~~notes during the three months ended June 30, 2020 as compared to loss on change in fair value of derivative liabilities of $109,576 incurred during the three months ended June 30, 2019.

We incurred net loss of ~~$289,911~~$131,419 and ~~recognized net income of $1,430,884~~$289,911 during the three months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively. The ~~increase~~decrease in our net loss was mainly attributed to the decrease in other expense due to the increase in ~~gross~~ loss ~~increase~~on change in ~~operating expenses and increase in other expense.~~

~~Six months ended June 30, 2019 as compared to~~fair value of derivative liabilities during the three months ended June 30, ~~2018~~2020.

Six months ended June 30, 2020 as compared to the six months ended June 30, 2019

Our operating results for the six months ended June 30, ~~2019~~2020 and June 30, ~~2018,~~2019, and the changes between those periods for the respective items are summarized as follows:

	Six Months Ended									Six Months Ended
	June 30,									June 30,						Changes
Statement of Operations Data:	2019			2018			Changes			2020			2019			Amount		%

Revenue	$	3,684		$	3,539		$	145		$	7,360		$	3,684		$	3,676		100	%
Cost of Services		(11,250	)		(21,720	)		10,470			(2,300	)		(11,250	)		8,950		-
Total operating expenses		(137,817	)		(126,552	)		(11,265	)		(95,369	)		(137,817	)		42,448	(31%)
Other income (expense)		(243,392	)		194,120			(437,512	)		1,327,136			(243,392	)		1,570,528	(645%)
Net Income (loss)	$	(388,775	)	$	49,387		$	(438,162	)	$	1,236,827		$	(388,775	)	$	1,625,602	(418%)

We generated revenues of ~~$3,684~~$7,360 and ~~$3,539~~$3,684 for the six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively. The Company’s revenue derives from the development, promotion and distribution of our live events and televised entertainment programming.

We incurred total cost of services of ~~$11,250~~$2,300 and ~~$21,720~~$11,250 for the six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively. The cost of services incurred consist of labor, material, equipment and subcontractor expenses.

We incurred total operating expenses of ~~$137,817~~$95,369 and ~~$126,552~~$137,817 for the six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively. The ~~increase~~decrease in operating expenses was primarily due to the ~~increase~~decrease in professional fees.

We recognized total other income of $1,327,136 and incurred other expense of $243,392 ~~and recognized other income of $194,120~~ for the six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively. The ~~decrease~~increase in other expense was mainly attributed to ~~other income from the written off of a convertible note of $100,000 and the increase~~$1,480,430 gain on change in ~~loss on~~fair value of derivative liabilities from the convertible ~~notes.~~

~~We incurred net loss of $388,775 and recognized net income of $49,387~~notes during the six months ended June 30, ~~2019~~2020 as compared to loss on change in fair value of derivative liabilities of $183,582 incurred during the six months ended June 30, 2019.

We recognized net income of $1,236,827 and ~~2018,~~incurred net loss of $388,775 during the six months ended June 30, 2020 and 2019, respectively. The ~~decrease~~increase in our net ~~loss~~income was mainly attributed to ~~increase in operating expenses and~~the increase in other ~~expense.~~income due to the increase in gain on change in fair value of derivative liabilities during the six months ended June 30, 2020.

At June 30, ~~2019,~~2020 we had a working capital deficiency of ~~$2,550,768~~$3,129,894 and an accumulated deficit of ~~$3,878,796.~~$4,554,737. 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, ~~2019.~~2020.

The ability of the Company to realize its business plan is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The following table sets forth certain information about our cash flow during the six months ended June 30, ~~2019~~2020 and ~~June 30, 2018:~~2019:

	Six Months Ended						Six Months Ended
	June 30,						June 30,						Changes
Cash Flow Data:	2019			2018
Cash Flows Data:							2020			2019			Amount%

Cash Flows used in Operating Activities	$	(91,497	)	$	(77,546	)	$	(18,293	)	$	(91,497	)	$	73,204	(80%)
Cash Flows used in Investing Activities		-			-
Cash Flows provided by Financing Activities		116,000			50,000			-			116,000			(116,000	)(100%)
Net increase (decrease) in cash during period	$	24,503		$	(27,546	)	$	(18,293	)	$	24,503		$	(42,796	)(175%)

During the six months ended June 30, 2020, net cash flows used in operating activities was $18,293, consisting of a net income of $1,236,827, increased by amortization of debt discount of $66,424 and net changes in operating assets and liabilities of $158,886, and decreased by gain on change in fair value of derivative liabilities of $1,480,430.

During the six months ended June 30, 2019, net cash flows used in operating activities was $91,497, consisting of a net loss of ~~$388,775,~~$338,775, increased by convertible note written off of $100,000, and ~~was reduced~~decreased by loss on change in fair value of derivative ~~liability~~liabilities of $183,582, amortization of debt discount of $90,580 ~~a decrease~~and net changes in ~~prepaid expenses of $1,134, an increase in accounts payable to related party of $47,650, an increase in accounts payable~~operating assets and ~~accrued~~ liabilities of ~~$5,102 and an increase in accrued interest payable of $69,230.~~$123,116.

For the six months ended June 30, 2018, net cash flows used in operating activities was $77,546, consisting of a net income of $49,387, increased by amortization of debt discount of $88,613, an increase in accounts payable to related party of $49,700, an increase in accounts payable and accrued liabilities of $17,918 and an increase in accrued interest payable of $50,331, and was reduced by gain on derivative liability of $333,495.

There were no investing activities during the six months ended June 30, ~~2019~~2020 and ~~June 30, 2018.~~2019.

During the six months ended June 30, 2019, ~~and 2018,~~ net cash provided by financing activities was $116,000 ~~and $50,000 for~~consists of proceeds from the issuance of convertible notes ~~respectively.~~of $116,000.

~~We have~~As of June 30, 2020, we had no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.arrangements.

~~We do not believe that inflation has had a material effect on our results of operations.~~

~~Critical~~Significant Accounting ~~Policies~~Estimates and ~~Estimates~~Policies

The preparation of financial statements in conformity with generally accepted accounting principles requires management to select appropriate accounting policies and to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses.

~~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 the reported amounts orof revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

~~Our company~~The Company recognizes ~~compensation expense for all equity–based payments~~revenue from the sale of products and services in accordance with ASC 718 “Share-based payments”. Under fair value recognition provisions, our company recognizes equity–based compensation net of an estimated forfeiture rate and recognizes compensation cost only for those shares expected to vest over606,”Revenue Recognition” following the ~~requisite service period of the award.~~five steps procedure:

~~Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense~~Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the ~~financial statements based on their fair values. That expense is recognized over~~contract

Step 3: Determine the ~~period during which an employee is required~~transaction price

Step 4: Allocate the transaction price to ~~provide services in exchange for~~performance obligations

Step 5: Recognize revenue when the ~~award, known as the requisite service period (usually the vesting period).~~entity satisfies a performance obligation

The Company evaluates and account for ~~share–based payments granted to non–employees~~conversion options embedded in convertible instruments in accordance with ASC ~~505, “Equity Based Payments to Non–Employees”. Our company determines~~815 “Derivatives and Hedging Activities.”

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

The derivative liability in connection with the conversion feature of the ~~consideration received or~~convertible debt, classified as a level 3 liability, is the only financial liability measured at fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at whichon a ~~commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete.~~recurring basis.

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

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

~~As required by Rule 13a-15 under~~Our management, with the ~~Exchange Act,~~participation of our ~~management~~Chief Executive Officer (our principal executive officer, principal financial officer and principal accounting officer), has evaluated the effectiveness ~~of the design and operation~~ of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)), as of ~~June 30, 2019.~~

~~Disclosure~~the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer has concluded that as of such date, our disclosure controls and procedures ~~refer~~were not effective such that the information relating to ~~controls and other procedures designed to ensure that information~~us required to be disclosed in ~~the~~our Securities and Exchange Commission (“SEC”) reports ~~we file or submit under the Securities Exchange Act~~(i) is recorded, processed, summarized and reported within the time periods specified in ~~the~~SEC rules and forms, ~~of the SEC~~ and ~~that such information~~(ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.

Management conducted its evaluation of disclosure controls and procedures under the supervision of our chief executive officer and our chief financial officer. Based on that evaluation, we concluded that our disclosure controls and procedures were not effective as of June 30, 2019.Changes in Internal Control Over Financial Reporting

During ~~our assessment of~~ the ~~effectiveness of~~period covered by this report there were no changes in our internal control over financial reporting as of June 30, 2019, management identified material weaknesses related to (i) the lack of any accounting personnel (ii) the lack of internal audit functions, (iii) the lack of segregation of duties, and (iv) the lack of proper internal control procedures and documentation. As of June 30, 2019, we had one executive, our chief executive and financial officer. As a result, there was no segregation of duties.

~~Notwithstanding the assessment~~ that our disclosure controls and procedures and our internal controls over financial reporting were not effective and that there are material weaknesses as identified herein, we believe that our condensed consolidated financial statements contained in this Quarterly Report fairly present our financial position, results of operations and cash flows for the periods covered thereby in all material respects.

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended June 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

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

On August 24, 2018, Mr. Jeffrey Stone, a former consultant of the Company, filed suit against the Company and our CEO, Mr. Shaun Donnelly, in New York County Civil Court alleging that the Company failed to provide some of the promised shares of common stock as compensation for services rendered pursuant to an agreement whereby Mr. Stone was to provide investor relations services to the Company. This suit was settled on April 12, 2019 for $5,000.

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

As of June 30, ~~2019,~~2020, total note payable amount of ~~$579,932~~$688,829 in default as follows:

	Issuance date	Expire date	Amount at default		Issuance date	Expire date	Amount at default
Auctus#1	5/20/2016	2/20/2017	$	28,114
Auctus#2	9/20/2016	6/20/2017	$	76,750
Auctus #1					5/20/2016	2/20/2017	$	5,011
Auctus #2					9/20/2016	6/20/2017	$	76,750
Auctus#3	11/27/2017	3/20/2018	$	50,745	11/27/2017	3/20/2018	$	50,745
Auctus#4	11/2/2017	8/2/2018	$	58,636	11/2/2017	8/2/2018	$	58,636
Auctus#5	3/7/2018	12/7/2018	$	30,000	3/7/2018	12/7/2018	$	30,000
Auctus#6	7/9/2018	4/9/2019	$	48,500	7/9/2018	4/9/2019	$	48,500
Auctus#7					3/22/2019	12/22/2019	$	62,500
EMA#1	9/6/2016	9/7/2017	$	47,521	9/6/2016	9/7/2017	$	47,521
EMA#2	9/27/2017	11/3/2017	$	49,190	9/27/2017	11/3/2017	$	49,190
EMA#3	10/31/2017	10/31/2018	$	58,636	10/31/2017	10/31/2018	$	58,636
EMA#4	3/5/2018	3/5/2019	$	27,174	3/5/2018	3/5/2019	$	27,174
EMA#5	8/9/2018	5/9/2019	$	49,250	8/9/2018	5/9/2019	$	49,250
EMA#6					3/25/2019	12/25/2019	$	69,500
Tangiers #1	4/4/2016	11/4/2016	$	23,801	4/4/2016	11/4/2016	$	23,801
Denali	1/10/2017	11/4/2016	$	31,615	1/10/2017	11/4/2016	$	31,615
			$	579,932			$	688,829

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

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.

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

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

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

PART I - FINANCIAL INFORMATION			3

Item 1.	Financial Statements	3
Item 2.	~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations	2024
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2429
Item 4.	Controls and Procedures	2429

PART II - OTHER INFORMATION		26

Item 1.	Legal Proceedings	2630
Item 1A.	Risk Factors	2630
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2630
Item 3.	Defaults Upon Senior Securities	2630
Item 4.	Mine Safety Disclosures	2631
Item 5.	Other Information	2631
Item 6.	Exhibits	2731

SIGNATURES		2832

									Additional
	Common Stock				Preferred Shares				Paid-in						Total
	Number of Shares		Amount		Number of Shares		Amount		Capital (Deficiency)			Accumulated Deficit			Stockholders' Deficit
Balance - December 31, 2018		770,401,939	$	770,402		51	$	-	$	391,555		$	(3,490,021	)	$	(2,328,064	)
Shares of common stock issued for conversion of debt		309,898,600		309,899		-		-		(303,314	)		-			6,585
Derivative reclass to APIC due to conversion		-				-		-		78,516			-			78,516
Net loss		-		-		-		-		-			(98,864	)		(98,864	)
Balance - March 31, 2019		1,080,300,539	$	1,080,301		51	$	-	$	166,757		$	(3,588,885	)	$	(2,341,827	)
Shares of common stock issued for conversion of debt		363,309,600		363,310		-		-		(348,777	)		-			14,533
Derivative reclass to APIC due to conversion		-		-		-		-		66,437			-			66,437
Net loss		-		-		-		-		-			(289,911	)		(289,911	)
Balance - June 30, 2019		1,443,610,139	$	1,443,611		51	$	-	$	(115,583	)	$	(3,878,796	)	$	(2,550,768	)

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

	For the quarterly period ended June 30, ~~2019~~2020


¨	or

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from ~~_________~~____________ to ~~_________~~____________

Commission File Number 000-55498

									Additional						Total
	Common Stock				Preferred Shares				Paid-in			Accumulated			Stockholders’
	Number of Shares		Amount		Number of Shares		Amount		Capital (Deficiency)			Deficit			Deficit

Balance - December 31, 2019		2,021,181,889	$	2,021,182		51	$	-	$	(596,339	)	$	(5,791,564	)	$	(4,366,721	)
Net income		-		-		-		-		-			1,368,246			1,368,246
Balance - March 31, 2020		2,021,181,889	$	2,021,182		51	$	-	$	(596,339	)	$	(4,423,318	)	$	(2,998,475	)
Net loss		-		-		-		-		-			(131,419	)		(131,419	)
Balance - June 30, 2020		2,021,181,889	$	2,021,182		51	$	-	$	(596,339	)	$	(4,554,737	)	$	(3,129,894	)

	a.	~~the customer simultaneously receives and consumes the benefits as the entity performs;~~

	b.	~~the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or~~

	c.	~~the entity’s performance does not create an asset with an alternative use to the entity, and the entity has an enforceable right to payment for performance completed to date.~~

	June 30, 2020
	(Shares)
Convertible notes payable		15,023,295,133
Warrants		969,833,333
		15,993,128,466

	Six months ended
	June 30, 2020
Net Income	$	1,236,827

Basic Weighted Average Common Shares Outstanding		2,021,181,889

Basic Earnings per Common Share	$	0.00

	Six months ended
	June 30, 2020
Net Income	$	1,236,827

Diluted Weighted Average Common Shares Outstanding		15,993,128,466

Diluted Earnings per Common Share	$	0.00

	June 30,2019
	~~2019~~
	(Shares)
Convertible notes payable		13,485,352,533
Warrants		469,833,333
		13,955,185,866

	Three months ended		Six months ended
	June 30 2018		June 30 2018
Net Income	$	1,480,271	$	49,387

Basic Weighted Average Common Shares Outstanding		665,925,639		628,705,342

Basic Earnings per Common Share	$	0.00	$	0.00

Level 1 –	quoted prices in active markets for identical assets or liabilities
Level 2 –	quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 –	inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

Balance - December 31, 2018	$	1,241,550
Addition of new derivative liabilities upon issuance of convertible notes as debt discount		83,584
Reduction of derivative liabilities from conversion of convertible notes to shares of common stock		(144,953	)
Reduction of derivative liabilities from written off of convertible note		(347,826	)
Addition of new derivative liabilities upon issuance of warrants as debt discount		32,416
Addition of new derivatives liabilities recognized as day one loss		279,421
Loss (Gain) on change in fair value of the derivative		251,987
Balance - June 30, 2019	$	1,396,179

Balance - December 31, 2019	$	3,068,168
Gain on change in fair value of the derivative		(1,480,430	)
Balance - June 30, 2020	$	1,587,738

	June 30,			December 31,
Balance Sheet Data:	2019			2018

Cash and cash equivalents	$	27,942		$	3,439
Working capital deficiency	$	(2,550,768	)	$	(2,328,064	)
Total assets	$	27,942		$	4,573
Total liabilities	$	2,578,710		$	2,332,637
Total stockholders' deficit	$	(2,550,768	)	$	(2,328,064	)

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

		LINGERIE FIGHTING CHAMPIONSHIPS, INC.
		(Registrant)
~~Dated: November 25, 2019~~
Dated: April 26, 2021		/s/ Shaun Donnelly
		Shaun Donnelly
		Chief Executive Officer, Chief Financial Officer and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Signature	Title	Date

/s/ Shaun Donnelly	Chief Executive Officer (Principal Executive Officer), Chief Financial	April 26, 2021
Shaun Donnelly	Officer (Principal Financial and Accounting Officer), and Director