NOTES TO UNAUDITED FINANCIAL STATEMENTS
JUNE 30, 2022
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Lingerie Fighting Championships, Inc. (the “Company”) is a Nevada corporation incorporated on November 29, 2006 under the name Sparking Events, Inc. The Company’s corporate name was changed to Xodtec Group USA, Inc. in June 2009, Xodtec LED, Inc. in May 2010, Cala Energy Corp. in September 2013 and Lingerie Fighting Championships, Inc. on April 1, 2015.
The Company focuses on developing, producing, promoting, and distributing entertainment through live entertainment events, digital home videos, broadcast television networks, video on demand, and digital media channels in the United States. It offers wrestling and mixed martial arts fights featuring women under the LFC brand name.
NOTE 2 – BASIS OF PRESENTATION AND ACCOUNTING POLICIES
The accompanying unaudited interim 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, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2021 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, 2021 included in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 31, 2022.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company continually evaluates its estimates and judgments. The Company bases its estimates and judgments on historical experience and other factors that it believes to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known, even for estimates and judgments that are not deemed critical.
Reclassifications
Certain prior period amounts have been reclassified to conform with the current year presentation.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $25,670 and $34,481 in cash and cash equivalents as at June 30, 2022 and December 31, 2021, respectively.
Revenue Recognition
The Company recognizes revenue from the sale of products and services in accordance with ASC 606,“Revenue Recognition” following the five steps procedure:
Step 1: Identify the contract(s) with customers
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to performance obligations
Step 5: Recognize revenue when the entity satisfies a performance obligation
The Company’s revenue derives from the development, promotion and distribution of live events and televised entertainment programming and also through sponsorship and site subscription. For the six months ended June 30, 2022 and 2021, the Company recognized revenue of $53,438 and $34,502 and incurred cost of sales of $14,957 and $26,032, resulting in gross loss and of $38,481 and gross loss of $8,470, respectively.
Earnings (Loss) per Share
The Company computes basic and diluted net loss per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the reporting period. Diluted loss per share reflects the potential dilution that could occur if convertible notes to issue common stock were converted resulting in the issuance of common stock that could share in the loss of the Company.
For the six months and three months ended June 30, 2022 and 2021, convertible notes and warrants were dilutive instruments and were included in the calculation of diluted earnings per share.
| | June 30, | | | June 30, | |
| | 2022 | | | 2021 | |
| | (Shares) | | | (Shares) | |
Convertible notes payable | | | 2,653,272,380 | | | | 614,690,748 | |
Warrants | | | 3,914,166,667 | | | | 5,121,238,095 | |
| | | 6,567,439,046 | | | | 5,735,928,843 | |
Related Party Balances and Transactions
The Company follows FASB ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transaction. (See Note 9)
Convertible Instruments and Derivatives
The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities.”
Share-Based Compensation
The Company measures the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Employee awards are accounted for under ASC 718 - where the awards are valued at grant date. Awards given to nonemployees are accounted for under ASC 505 where the awards are valued at earlier of commitment date or completion of services. Compensation cost for employee awards is recognized over the vesting or requisite service period. The Black-Scholes option-pricing model is used to estimate the fair value of options or warrants granted.
Fair Value Measurement
The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.
The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1 – | quoted prices in active markets for identical assets or liabilities |
Level 2 – | quoted prices for similar assets and liabilities in active markets or inputs that are observable |
Level 3 – | inputs that are unobservable (for example cash flow modeling inputs based on assumptions) |
The derivative liability in connection with the conversion feature of the convertible debt, classified as a level 3 liability, is the only financial liability measured at fair value on a recurring basis. (See Note 8)
The following table summarizes fair value measurement by level at June 30, 2022 and December 31, 2021, measured at fair value on a recurring basis:
June 30, 2022 | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Assets | | | | | | | | | | | | |
None | | | - | | | | - | | | | - | | | | - | |
Liabilities | | | | | | | | | | | | | | | | |
Derivative liabilities | | | - | | | | - | | | | 3,350,662 | | | | 3,350,662 | |
December 31, 2021 | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Assets | | | | | | | | | | | | |
None | | | - | | | | - | | | | - | | | | - | |
Liabilities | | | | | | | | | | | | | | | | |
Derivative liabilities | | | - | | | | - | | | | 5,323,107 | | | | 5,323,107 | |
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with Conversion and Other Options”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. For the Company, the new standard was effective on January 1, 2021 and the adoption of this guidance to have a material impact on our financial statements.
In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. For the Company, the new standard was effective on January 1, 2021 and the adoption of this guidance to have a material impact on our financial statements.
Management has considered all other recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.
NOTE 3 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. The Company has generated nominal revenues since inception, has sustained losses since its organization and requires funding to generate revenue. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company can give no assurances that it can or will become financially viable and continue as a going concern.
NOTE 4 – STOCKHOLDERS DEFICIT
Preferred Stock
The authorized preferred stock consists of 10,000,000 shares with a par value $0.001 per share. The board of directors has broad discretion in setting the rights, preferences and privileges of one or more series of preferred stock.
On September 3, 2016, the Company issued 51 Series A preferred shares to the Chief Executive Officer. The Series A preferred shares have voting rights, resulting in the Series A stockholder holding in aggregate approximately 51% of the total voting power of all issued and outstanding voting capital of the Company. The valuation of the preferred shares was completed by the Company based on the change in voting percentage rights before and after the Series A shares were issued. The value of the Series A shares is $42,669 and was expensed.
There were 51 and 51 preferred shares issued and outstanding as at June 30, 2022 and December 31, 2021, respectively.
Common Stock
The Company has authorized 5,000,000,000 shares with a par value $0.001 per share.
During the six months ended June 30, 2021, the Company issued 381,272,212 shares of common stock for the conversion of convertible note of $23,925 and accrued interest of $87,390.
During the six months ended June 30, 2021, the Company issued 267,438,920 shares of common stock for the exercise of 281,500,000 units of share purchase warrants.
As of June 30, 2022 and December 31, 2021, the shares of common stock issued and outstanding was 3,535,302,536.
NOTE 5 – WARRANTS
The below table summarizes the activity of warrants exercisable for shares of common stock during the six months ended June 30, 2022 and year ended December 31, 2021:
| | Number of Shares | | | Weighted- Average Exercise Price | |
Balances as of December 31, 2020 | | | 5,438,166,666 | | | $ | 0.0001 | |
Granted | | | 400,000,000 | | | | 0.0002 | |
Redeemed | | | - | | | | - | |
Exercised | | | (281,500,000 | ) | | | 0.0003 | |
Forfeited | | | - | | | | - | |
Balances as of December 31, 2021 | | | 5,556,666,666 | | | $ | 0.0001 | |
Granted | | | 208,000,000 | | | | 0.0005 | |
Redeemed | | | - | | | | - | |
Exercised | | | - | | | | - | |
Forfeited | | | - | | | | - | |
Balances as of June 30, 2022 | | | 5,764,666,666 | | | $ | 0.0001 | |
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, 2022 and 2021:
| | Six Months Ended | |
| | June 30, | |
| | 2022 | | | 2021 | |
Exercise price | | $0.0001 - $0.0008 | | | | $0.0001 | |
Expected term | | 3.18 years | | | 4.28 years | |
Expected average volatility | | 180% - 365% | | | 359% - 417% | |
Expected dividend yield | | | - | | | | - | |
Risk-free interest rate | | 2.28% - 3.00% | | | 0.18% - 0.92% | |
The following table summarizes information relating to outstanding and exercisable warrants as of June 30, 2022:
Warrants Outstanding | | Warrants Exercisable |
| | Weighted Average | | | | | | | | |
Number | | Remaining Contractual | | | Weighted Average | | Number | | | Weighted Average |
of Shares | | life (in years) | | | Exercise Price | | of Shares | | | Exercise Price |
5,556,666,666 | | 3.18 | | $ | 0.0001 | | 5,556,666,666 | | $ | 0.0001 |
Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants at June 30, 2022 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of June 30, 2022, the aggregate intrinsic value of warrants outstanding was approximately $1,565,667 based on the closing market price of $0.0004 on June 30, 2022.
The Company determined that the warrants qualify for derivative accounting as a result of the related issuance of the convertible notes. As of June 30, 2022 and December 31, 2021, the Company valued the fair value on the 5,764,666,666 units and 5,556,666,666 units of common stock purchase warrants granted at $2,294,065 and $4,444,017 based on Black-Scholes option valuation model, respectively.
NOTE 6 – PROMISSORY NOTES
The Company had the following promissory notes payable as at June 30, 2022 and December 31, 2021:
| | June 30, 2022 | | | December 31, 2021 | |
| | | | | | |
Promissory Notes to Auctus Fund | | $ | 340,000 | | | $ | 340,000 | |
Less Debt Discount | | | (17,424 | ) | | | (89,183 | ) |
Total Promissory Notes | | $ | 322,576 | | | $ | 250,817 | |
On March 4, 2021, the Company entered into an agreement with Auctus Fund, LLC to issue a senior secured promissory note of $300,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on March 4, 2022. In conjunction with the convertible note, the Company issued warrants to purchase 150,000,000 shares of common stock, exercisable for five years from issuance at $0.002 per share and returnable warrants to purchase 150,000,000 shares of common stock, exercisable for five years form issuance at $0.002 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date. (See Note 5) The note was discounted for original issued discount of $35,000 and a derivative on warrants of $265,000 for an aggregate discount of $300,000, which is being amortized over the life of the note using the effective interest method resulting in $248,077 of debt discount amortization for the year ended December 31, 2021. As of June 30, 2022, the note is presented at $300,000, net of debt discount of $0.
On December 6, 2021, the Company entered into an agreement with Auctus Fund, LLC to issue a senior secured promissory note of $40,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on December 6, 2022. In conjunction with the convertible note, the Company issued first common stock purchased warrants to purchase 50,000,000 shares of common stock, exercisable for five years from issuance at $0.0008 per share and second common stock purchased warrants to purchase 50,000,000 shares of common stock, exercisable for five years form issuance at $0.0008 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date. (See Note 5) The note was discounted for original issued discount of $9,000 and a derivative on warrants of $31,000 for an aggregate discount of $40,000, which is being amortized over the life of the note using the effective interest method resulting in $2,740 of debt discount amortization for the year ended December 31, 2021. As of June 30, 2022, the note is presented at $22,575, net of debt discount of $17,425.
During the six months ended June 30, 2022 and 2021, interest expense of $26,183 and $28,603 was incurred on the promissory notes. As of June 30, 2022 and December 31, 2021, accrued interest payable on the promissory note was $59,191 and $33,008, respectively.
NOTE 7 - CONVERTIBLE NOTES
The Company had the following unsecured convertible notes payable as at June 30, 2022 and December 31, 2021:
| | June 30, 2022 | | | December 31, 2021 | |
| | | | | | |
Convertible Promissory Notes to Auctus Fund | | $ | 555,421 | | | $ | 549,010 | |
Total Convertible Notes | | $ | 555,421 | | | $ | 549,010 | |
Promissory Notes Payable to Auctus Fund
Auctus #1
On May 20, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $67,750 with a $7,750 original issue discount. The convertible promissory note bears interest at 10% per annum and matures nine months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $60,000 is being amortized over the life of the note using the effective interest method resulting in $0 and $14,542 of interest expense for the year ended December 31, 2018 and December 31, 2017, respectively.
During the year ended December 31, 2017, principal of $15,278 and accrued interest of $5,975 were converted into111,460,000 shares of common stock.
During the year ended December 31, 2018, accrued interest of $2,494 were converted into 133,258,300 shares of common stock.
During the year ended December 31, 2019, principal of $40,241 and accrued interest of $1,153 were converted into 1,066,179,950 shares of common stock.
During the year ended December 31, 2020, accrued interest of $12,717 were converted into 317,919,774 shares of common stock.
During the year ended December 31, 2021, principal of $3,746 and accrued interest of $5,834 were converted into 239,266,512 shares of common stock.
As of June 30, 2022, the note is presented net of a debt discount of $1,265.
This note is currently in default.
Auctus #2
On September 20, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $56,750 with a $6,750 original issue discount. The convertible promissory note bears interest at 10% per annum and matures nine months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $50,000 is being amortized over the life of the note using the effective interest method resulting in $0 and $35,607 of interest expense for the year ended December 31, 2018 and year ended December 31, 2017, respectively.
On July 7, 2017, note amendment was executed with $20,000 increase in principal of the note and the note principal increased to $76,750. The Company received $20,000 cash proceeds from the note amendment on the same date.
During the year ended December 31, 2021, principal of $76,750 and accrued interest of $83,128 were converted into 288,590,075 shares of common stock.
As of June 30, 2022, the notes were fully paid off through the issuance of common stock.
Auctus #3
On January 13, 2017, the Company entered into an agreement with Power Up Lending Group to issue a convertible promissory note of 45,000 with a $2,500 original issue discount to the unrelated party, which bears interest at 8% of the principal amount. The promissory note matures on January 13, 2018. The conversion price shall be equal to 57.5% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. The note was discounted for a derivative and the discount of $45,000 is being amortized over the life of the note using the effective interest method. Total of $0 and $40,843 of the discount was recorded as interest expense for the year ended December 31, 2018 and the year ended December 31, 2017.
During the year ended December 31, 2017, principal of $6,700 was converted into 30,455,486 shares of common stock.
On June 14, 2017, the Company entered into an agreement with Power Up Lending Group to issue a convertible promissory note of $7,500 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matured on March 20, 2018. The conversion price shall be equal to 50% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. The note was discounted for a derivative and the discount of $7,500 is being amortized over the life of the note using the effective interest method. Total of $0 and $4,462 of the discount was recorded as interest expense for the year ended December 31, 2018 and the year ended December 31, 2017.
On November 27, 2017, Auctus Fund, LLC entered into an agreement with Power Up Lending Group Ltd. to buy out the total outstanding principal amount and accrued interest of the two convertible promissory notes at $50,774.54. The note bears interest at 12% of the principal amount and matured on March 20, 2018. The conversion price shall be equal 57.5% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. During the year ended December 31, 2018 and the year ended December 31, 2017, interest expense of $5,030 and $2,165 was recorded over the remaining note discount transferred the two convertible notes of $7,195.
As of June 30, 2022, the note is presented net of a debt discount of $50,745.
This note is currently in default.
Auctus #4
On November 2, 2017, the Company entered into an agreement to issue a convertible promissory note of $53,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on August 2, 2018. The conversion price shall be equal to 50% of the lowest trading price of the Company’s common stock during the 25 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. The note was discounted for a derivative and the discount of $53,000 is being amortized over the life of the note using the effective interest method. Total of $41,546 and $11,454 of the discount was recorded as interest expense for the year ended December 31, 2018 and the year ended December 31, 2017. On February 23, 2018, EMA Financial LLC and Auctus Fund, LLC each made repayment to Crown Bridge Partners, LLC on behalf of the Company at $5,636.04 to settle the total outstanding principal and accrued penalty amount at $11,272.08 of the $40,000 convertible note. As a result, the principal amount of the $53,000 convertible note increased to $58,636.04.
During the year ended December 31, 2021, principal of $58,636 and accrued interest of $52,583 were converted into 166,178,366 shares of common stock.
As of June 30, 2022, the notes were fully paid off through the issuance of common stock.
Auctus #5
On March 7, 2018, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $30,000 with a $5,000 original issue discount. The convertible promissory note bears interest at 12% per annum and matures nine months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $30,000 is being amortized over the life of the note using the effective interest method resulting in $30,000 of interest expense for the year ended December 31, 2018.
During the year ended December 31, 2021, accrued interest of $26,384 were converted into 168,027,000 shares of common stock.
As of June 30, 2022, the note is presented net of a debt discount of $30,000.
This note is currently in default.
Auctus #6
On July 9, 2018, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $43,500 with a $5,000 original issue discount. On July 25, 2018, the convertible promissory note was further amended with principal increased to $48,500. The convertible promissory note bears interest at 12% per annum and matures nine months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $48,500 is being amortized over the life of the note using the effective interest method resulting in $17,524 and $30,976 of interest expense for the year ended December 31, 2019 and the year ended December 31, 2018, respectively. In conjunction with the convertible note, the Company issued warrants to purchase 72,500,000 shares of common stock, exercisable for five years from issuance at $0.0003 per share.
As of June 30 2022, the note is presented net of a debt discount of $48,500.
This note is currently in default.
Auctus #7
On March 22, 2019, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $62,500 with a $9,000 original issue discount. The convertible promissory note bears interest at 12% per annum and matures nine months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $62,500 is being amortized over the life of the note using the effective interest method resulting in $62,500 of interest expense for the year ended December 31, 2019. In conjunction with the convertible note, the Company issued warrants to purchase 209,000,000 shares of common stock, exercisable for five years from issuance at $0.0003 per share.
As of June 30, 2022, the note is presented net of a debt discount of $62,500.
This note is currently in default.
Auctus#8
On October 23, 2019, the Company entered into an agreement to issue a convertible promissory note of $100,000 to the unrelated party, which bears interest at 12% per annum and matures nine months from issue date. The conversion price shall be equal to the lesser of (i) 50% multiplied by the lowest Trading Price during the previous twenty-five Trading Day period ending on the latest complete Trading Day prior to the date of this Note and (ii) the Variable Conversion Price, that is 50% multiplied by the Market Price, being the lowest Trading Price for the Common Stock during the twenty-five Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The note was discounted for a derivative and the discount of $100,000 is being amortized over the life of the note using the effective interest method resulting in $25,182 of interest expense for the year ended December 31, 2019. In conjunction with the convertible note, the Company issued warrants to purchase 50,000,000 shares of common stock, exercisable for five years from issuance at $0.0001 per share.
As of June 30, 2022, the note is presented net of a debt discount of $100,000.
This note is currently in default.
Auctus#9
On August 4, 2020, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $31,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on August 4, 2021. The note is to be repaid by six equal payments commencing on the sixth month anniversary of issuance and due monthly thereafter. The conversion price shall be equal to the lesser of (i) the lowest Trading Price during the previous five trading date period ending on the latest completed trading Day prior to the date of this Note and (ii) Variable Conversion Price, that is Market Price being the volume weighted average price (VWAP) for the Common Stock during the five trading day period ending on the latest complete trading day prior to the conversion date. The note was discounted for a derivative and the discount of $31,000 is being amortized over the life of the note using the effective interest method. In conjunction with the convertible note, the Company issued warrants to purchase 206,666,666 shares of common stock, exercisable for five years from issuance at $0.0003 per share.
As of June 30, 2022, the note is presented net of a debt discount of $31,000.
This note is currently in default.
Auctus#10
On November 2, 2020, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $225,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on November 2, 2021. The note is to be repaid by six equal payments commencing on the sixth month anniversary of issuance and due monthly thereafter. The conversion price shall be equal to the lesser of (i) the lowest Trading Price and (ii) Variable Conversion Price, that is Market Price being the lowest trading price for the common stock during the one trading day period ending on the latest complete trading day prior to the conversion date. The note was discounted for a derivative and the discount of $225,000 is being amortized over the life of the note using the effective interest method. In conjunction with the convertible note, the Company issued warrants to purchase 2,225,000,000 shares of common stock, exercisable for five years from issuance at $0.0001 per share and returnable warrants to purchase 2,225,000,000 shares of common stock, exercisable for five years form issuance at $0.0001 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.
As of June 30, 2022, the note is presented net of a debt discount of $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. The convertible promissory note matures on May 12, 2023. The note is convertible into common shares of $0.0005 per share. The note was discounted for a derivative and the discount of $52,000 is being amortized over the life of the note using the effective interest method. During the six months ended June 30, 2022, the amortization of note discount was $6,411. As of June 30, 2022, the unamortized note discount was $45,589. In conjunction with the convertible note, the Company issued warrants to purchase 104,000,000 shares of common stock (“First Warrant”), exercisable for five years from issuance at $0.0005 per share and warrants to purchase 104,000,000 shares of common stock (“Second Warrant”), exercisable for five years form issuance at $0.0005 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.
As of June 30, 2022, the note is presented net of a debt discount of $6,411.
Accrued interest on convertible notes
During the six months ended June 30, 2022 and 2021, interest expense of $76,755 and $59,819 was incurred on convertible notes, respectively. As of June 30, 2022 and December 31, 2021, accrued interest payable on convertible notes was $275,586 and $198,831, respectively.
Summary of Conversions
During the six months ended June 30, 2021, the Company issued 381,272,212 shares of common stock for the conversion of convertible note of $23,925 and accrued interest of $87,390.
NOTE 8 - DERIVATIVE LIABILITY
The Company analyzed the conversion options for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability when the conversion option becomes effective.
The following table summarizes the derivative liabilities included in the balance sheet at June 30, 2022:
Balance - December 31, 2021 | | $ | 5,323,107 | |
Addition of new derivative liabilities upon issuance of convertible notes as debt discount | | | (34,340 | ) |
Addition of new derivative liabilities upon issuance of warrants as debt discount | | | 79,340 | |
Addition of new derivatives liabilities recognized as day one loss on warrants | | | 72,101 | |
Loss (Gain) on change in fair value of the derivative | | | (2,089,547 | ) |
Balance - June 30, 2022 | | $ | 3,350,661 | |
The following table summarizes the loss (gain) on derivative liability included in the income statement for the six months ended June 30, 2022 and 2021, respectively.
| | Six Months Ended | |
| | June 30, | | | June 30, | |
| | 2022 | | | 2021 | |
Day one loss due to derivative liabilities on convertible notes and warrants | | $ | 72,101 | | | $ | 346,970 | |
Loss (Gain) on change in fair value of derivative liabilities on convertible notes and warrants | | | (2,089,547 | ) | | | 6,125,325 | |
Loss (Gain) on change in fair value of derivative liabilities | | $ | (2,017,446 | ) | | $ | 6,472,295 | |
The table below shows the Black-Scholes option-pricing model inputs used by the Company to value the derivative liability at each measurement date:
| | Six Months Ended | |
| | June 30, | | | June 30, | |
| | 2022 | | | 2021 | |
Expected term | | 0.88 years | | | 0.24 years | |
Expected average volatility | | 346% - 349% | | | 95% - 472% | |
Expected dividend yield | | | - | | | | - | |
Risk-free interest rate | | 2.07% - 2.99% | | | 0.03% - 0.16% | |
NOTE 9 - RELATED PARTY TRANSACTIONS
During the six months ended June 30, 2022, the Company accrued $60,000 of salary payable to the Director of the Company and paid $25,000 owing to him for the accrued salaries.
During the six months ended June 30, 2021, the Company accrued $60,000 of salary payable to the Director of the Company and paid $25,000 owing to him for the accrued salaries.
As of June 30, 2022 and December 31, 2021, amount due to the related party was $500,168 and $465,168, respectively.
NOTE 10 - RISKS AND UNCERTAINTIES
In early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no retroactive material adverse impacts on the Company’s results of operations and financial position at June 30, 2022. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company in the future. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change, as new events occur and additional information is obtained.
NOTE 11 - SUBSEQUENT EVENTS
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to the June 30, 2022 to the date these financial statements were issued and has determined that it has no material subsequent events to disclose.