10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One) 

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

or

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _________ to _________

 

Commission File Number 000-55498

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

(Exact name of registrant as specified in its charter)

 

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

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

(702) 5277-2942

(Registrant’s telephone number, including area code)

N/A

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

 

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

  

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 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.

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

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

APPLICABLE ONLY TO CORPORATE ISSUERS

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

2,021,181,889 shares of common stock issued and outstanding as at November 21, 2019

 

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24
PART II - OTHER INFORMATION		26
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27
SIGNATURES		28

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

BALANCE SHEETS

	June 30,			December 31,
	2019			2018
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	27,942		$	3,439
Prepaid expenses		-			1,134
Total Current Assets		27,942			4,573
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	12,551		$	7,450
Accounts payable - related party		261,768			214,118
Accrued interest payable		251,039			182,962
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
Total Current Liabilities		2,578,710			2,332,637
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
Additional paid-in capital (deficiency)		(115,583	)		391,555
Accumulated deficit		(3,878,796	)		(3,490,021	)
Total stockholders' deficit		(2,550,768	)		(2,328,064	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	27,942		$	4,573

See notes to unaudited financial statements

3

 

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
Revenue	$	2,449		$	1,821		$	3,684		$	3,539
Cost of Services		11,250			1,420			11,250			21,720
GROSS PROFIT (LOSS)		(8,801	)		401			(7,566	)		(18,181	)
OPERATING EXPENSES
Selling, general and administrative expenses		82,334			48,776			137,817			126,552
Total Operating Expenses		82,334			48,776			137,817			126,552
OPERATING LOSS		(91,135	)		(48,375	)		(145,383	)		(144,733	)
OTHER INCOME (EXPENSE)
Interest expense		(89,200	)		(75,133	)		(159,810	)		(139,375	)
Gain (Loss) on derivative liabilities		(109,576	)		1,603,779			(183,582	)		333,495
Convertible note written off		-			-			100,000			-
Total other income (expense)	$	(198,776	)	$	1,528,646		$	(243,392	)	$	194,120
NET INCOME (LOSS)	$	(289,911	)	$	1,480,271		$	(388,775	)	$	49,387
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 Weighted Average Shares of Common Stock Outstanding		1,280,015,474						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

See notes to unaudited financial statements

4

 

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIT

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

(UNAUDITED)

									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	)

	Common Stock				Preferred Shares				Additional						Total
	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital			Accumulated Deficit			Stockholders' Deficit
Balance - December 31, 2017		576,193,639	$	576,194		51	$	-	$	525,366		$	(3,556,784	)	$	(2,455,224	)
Shares of common stock issued for conversion of debt		89,132,000		89,132		-		-		(59,818	)		-			29,314
Derivative reclass to APIC due to conversion		-		-		-		-		1,338			-			1,338
Net loss		-		-		-		-		-			(1,430,884	)		(1,430,884	)
Balance - March 31, 2018		665,325,639	$	665,326		51	$	-	$	466,886		$	(4,987,668	)	$	(3,855,456	)
Prior year share issuance adjustment		600,000		600		-		-		(600	)		-			-
Net loss		-		-		-		-		-			1,480,271			1,480,271
Balance - June 30, 2018		665,925,639	$	665,926		51	$	-	$	466,286		$	(3,507,397	)	$	(2,375,185	)

See notes to unaudited financial statements

5

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months
	June 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(388,775	)	$	49,387
Adjustments to reconcile net loss to net cash used in operating activities:
Loss (Gain) on derivative liability		183,582			(333,495	)
Amortization of debt discount		90,580			88,613
Convertible note written off		(100,000	)		-
Changes in operating assets and liabilities:
Prepaid expenses		1,134			-
Accounts payable - related party		47,650			49,700
Accounts payable and accrued liabilities		5,102			17,918
Accrued interest payable		69,230			50,331
Net cash used in operating activities		(91,497	)		(77,546	)
CASH FLOWS FROM INVESTING ACTIVITIES		-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible debt		116,000			50,000
Net cash provided by financing activities		116,000			50,000
Net increase (decrease) in cash and cash equivalents		24,503			(27,546	)
Cash and cash equivalents - beginning of period		3,439			28,438
Cash and cash equivalents - end of period	$	27,942		$	892
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
Shares of common stock issued for conversion of debt and accrued interest	$	21,117		$	29,314

See notes to unaudited financial statements

6

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

NOTES TO UAUDITED FINANCIAL STATEMENTS

JUNE 30, 2019

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

(a) Organization

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.

NOTE 2 – BASIS OF PRESENTATION AND ACCOUNTING POLICIES

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 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. 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 included in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April 16, 2019.

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.

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 $27,942 and $3,439 in cash and cash equivalents as at June 30, 2019 and December 31, 2018, 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 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:

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.

7

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 and June 30, 2018, the Company recognized revenue of $3,684 and $3,539 and cost of sales of $11,250 and $21,720, resulting in gross loss of $7,566 and 18,181, 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 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.

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

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
	June 30 2019			June 30 2019
Net Loss	$	(289,911	)	$	(388,775	)
Basic and Diluted Weighted Average Common Shares Outstanding		1,280,015,474			1,099,196,120
Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)

Six months and Three months ended June 30, 2018

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:

Basic earnings per common share

	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

8

Diluted earnings per common share

	Three months ended		Six months ended
	June 30 2018		June 30 2018
Net Income	$	1,480,271	$	49,387
Diluted Weighted Average Common Shares Outstanding		6,006,984,575		5,969,764,279
Diluted Earnings per Common Share	$	0.00	$	0.00

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.

Beneficial Conversion Feature of Convertible Debt

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.

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.

9

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.

The change in the level 3 financial instrument is as follows:

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

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

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

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

New Accounting Pronouncements

In July 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This update addresses several aspects of 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 awards 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 complexity in financial reporting. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. 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.

10

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. The Company is currently evaluating the effect this guidance may have on its financial position, results of operations, comprehensive income, cash flows and disclosures.

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, 2019 and December 31, 2018.

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, 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.

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 and December 31, 2018, the shares of common stock issued and outstanding was 1,443,610,139 and 770,401,939, respectively.

Shares of common stock issued for compensation

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.

NOTE 5 – WARRANTS

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

11

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

	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
Granted		324,833,333		0.0003
Exercised		-		-
Forfeited		-		-
Balances as of June 30, 2019		469,833,333	$	0.0003

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, 2019:

	Six months ended
	June 30,
	2019
Exercise price	$	0.0003
Expected term	5 years
Expected average volatility	288% - 340		%
Expected dividend yield		-
Risk-free interest rate	1.76% - 2.24		%

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

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
	469,833,333		4.53	$	0.0003		-		-

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 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, the aggregate intrinsic value of warrants outstanding was approximately $0 based on the closing market price of $0.0001 on June 30, 2019.

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. As of June 30, 2019 and December 31, 2018, the Company valued the fair value on the 469,833,333 units and 145,000,000 units of share purchase warrants granted at $46,946 and $14,468 based on Black-Scholes option valuation model, respectively. <see Note 7>

12

NOTE 6 – NOTES PAYABLE

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

	June 30, 2019		December 31, 2018
Convertible Promissory Notes to Auctus Fund	$	315,472	$	292,360
Convertible Promissory Notes to EMA Financial		256,285		208,781
Convertible Promissory Notes to Black Bridge Capital		-		100,000
Convertible Promissory Notes to Tangiers		23,801		23,801
Convertible Promissory Notes to Denali		31,615		31,615
Total Convertible Debt	$	627,173	$	656,557

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 six months ended June 30, 2019, principal of $17,138 and accrued interest of $1,153 were converted into 488,608,200 shares of common stock.

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

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.

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

This note is currently in default.

13

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, 2019, 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.

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

This note is currently in default.

Auctus #5

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

This note is currently in default.

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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 six months ended June 30, 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, 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 $22,727 of interest expense for the six months ended June 30, 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, the note is presented net of a debt discount of $22,727.

Promissory Note Payable to EMA Financial, LLC

EMA#1

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, the note is presented net of a debt discount of $47,521.

This note is currently in default.

EMA#2

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.

15

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, the notes are presented net of a debt discount of $49,190.

This note is currently in default.

EMA#3

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.

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.

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

This note is currently in default.

EMA#4

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 ended June 30, 2019 and year ended December 31, 2018, respectively.

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

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

This note is currently in default.

EMA#5

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 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 ended June 30, 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, the note is presented net of a debt discount of $49,250.

This note is currently in default.

16

EMA#6

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 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 of interest expense for the six months ended June 30, 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, the note is presented net of a debt discount of $24,515.

Promissory Note Payable to Blackbridge Capital Growth Fund, LLC

Commitment Note

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 ended June 30, 2019, the note principal amount of $100,000 was written off, resulting in other income of convertible note written off of $100,000.

Commitment Note Payable to Tangiers

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.

17

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, the note is presented net of a debt discount of $23,801.

The note is currently in default.

Notes Payable to Denali

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.

As of June 30, 2019, the note principal balance was $31,615.

The note is currently in default.

Accrued interest on convertible notes

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

Summary of Conversions

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.

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.

NOTE 7 – 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, 2019:

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

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

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

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,
	2019			2018
Expected term	0.48- 0.49 years			0.34 - 0.68 years
Expected average volatility	288% - 1099		%	272% - 440		%
Expected dividend yield		-			-
Risk-free interest rate	2.09% - 2.47		%	1.39% - 2.33		%

NOTE 8 – RELATED PARTY TRANSACTIONS

During the six months 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 and December 31, 2018, amount due to related parties was $261,768 and $214,118, respectively.

NOTE 9 – SUBSEQUENT EVENTS

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

Principal of $23,103 from a convertible note was converted for 577,571,750 shares of common stock.

19

 

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

FORWARD-LOOKING STATEMENTS

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

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

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

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

General Overview

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

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

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

We do not have any subsidiaries.

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

Our Current Business

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 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.

20

Results of Operations

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

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

	Three Months Ended
	June 30,
Statement of Operations Data:	2019			2018			Changes
Revenue	$	2,449		$	1,821		$	628
Cost of Services		(11,250	)		(1,420	)		(9,830	)
Total operating expenses		(82,334	)		(48,776	)		(33,558	)
Other income (expense)		(198,776	)		1,528,646			(1,727,422	)
Net Income (loss)	$	(289,911	)	$	1,480,271		$	(1,770,182	)

Revenues

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

Cost of Services

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

Operating Expenses

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

Other Income (Expense)

We incurred other expense of $198,776 and recognized other income of $1,528,646 for the three months ended June 30, 2019 and 2018, 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 in loss on of derivative liabilities from the convertible notes.

Net Income (Loss)

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

21

Six months ended June 30, 2019 as compared to the three months ended June 30, 2018

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

	Six Months Ended
	June 30,
Statement of Operations Data:	2019			2018			Changes
Revenue	$	3,684		$	3,539		$	145
Cost of Services		(11,250	)		(21,720	)		10,470
Total operating expenses		(137,817	)		(126,552	)		(11,265	)
Other income (expense)		(243,392	)		194,120			(437,512	)
Net Income (loss)	$	(388,775	)	$	49,387		$	(438,162	)

Revenues

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

Cost of Services

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

Operating Expenses

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

Other Income (Expense)

We incurred other expense of $243,392 and recognized other income of $194,120 for the six months ended June 30, 2019 and 2018, 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 in loss on of derivative liabilities from the convertible notes.

Net Income (Loss)

We incurred net loss of $388,775 and recognized net income of $49,387 during the six months ended June 30, 2019 and 2018, respectively. The decrease in our net loss was mainly attributed to increase in operating expenses and increase in other expense.

Liquidity and Capital Resources

	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	)

22

At June 30, 2019, we had a working capital deficiency of $2,550,768 and an accumulated deficit of $3,878,796. 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.

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 and June 30, 2018:

	Six Months Ended
	June 30,
Cash Flow Data:	2019			2018
Cash Flows used in Operating Activities	$	(91,497	)	$	(77,546	)
Cash Flows used in Investing Activities		-			-
Cash Flows provided by Financing Activities		116,000			50,000
Net increase (decrease) in cash during period	$	24,503		$	(27,546	)

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities.

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, increased by convertible note written of $100,000, and was reduced by loss on derivative liability of $183,582, amortization of debt discount of $90,580, a decrease in prepaid expenses of $1,134, an increase in accounts payable to related party of $47,650, an increase in accounts payable and accrued liabilities of $5,102 and an increase in accrued interest payable of $69,230.

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.

Cash Flows from Investing Activities

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

Cash Flows from Financing Activities

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

Off-Balance Sheet Arrangements

We have 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.

23

Inflation

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

Critical Accounting Policies and Estimates

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.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 or revenues and expenses during the reporting period. Actual results could differ from those estimates.

Stock-Based Compensation

Our company recognizes compensation expense for all equity–based payments 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 over the requisite service period of the award.

Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

Our company accounts for share–based payments granted to non–employees in accordance with ASC 505, “Equity Based Payments to Non–Employees”. Our company determines the fair value of the stock–based payment as either the fair value of the consideration received or the 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 which 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2019.

24

Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information 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.

During our assessment of the effectiveness of 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.

Changes in Internal Controls

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.

25

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

None.

Item 3. Defaults Upon Senior Securities

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

	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#3	11/27/2017	3/20/2018	$	50,745
Auctus#4	11/2/2017	8/2/2018	$	58,636
Auctus#5	3/7/2018	12/7/2018	$	30,000
Auctus#6	7/9/2018	4/9/2019	$	48,500
EMA#1	9/6/2016	9/7/2017	$	47,521
EMA#2	9/27/2017	11/3/2017	$	49,190
EMA#3	10/31/2017	10/31/2018	$	58,636
EMA#4	3/5/2018	3/5/2019	$	27,174
EMA#5	8/9/2018	5/9/2019	$	49,250
Tangiers #1	4/4/2016	11/4/2016	$	23,801
Denali	1/10/2017	11/4/2016	$	31,615
			$	579,932

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

26

Item 6. Exhibits

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

______ 

* Filed herewith.

27

SIGNATURES

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

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

28

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Shaun Donnelly, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Lingerie Fighting Championships, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  November 25, 2019

/s/ Shaun Donnelly

Shaun Donnelly

Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer,  Principal Financial Officer and Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Shaun Donnelly, Chief Executive Officer and Chief Financial Officer, of Lingerie Fighting Championships, Inc., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the quarterly report on Form 10-Q of Lingerie Fighting Championships, Inc. for the period ended June 30, 2019 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Lingerie Fighting Championships, Inc.

Dated: November 25, 2019

/s/ Shaun Donnelly

Shaun Donnelly

Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer,  Principal Financial Officer and Principal Accounting Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Lingerie Fighting Championships, Inc. and will be retained by Lingerie Fighting Championships, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

BALANCE SHEETS (Parenthetical) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Current Liabilities
Convertible notes, debt discount	$ 84,759	$ 43,339
STOCKHOLDERS' DEFICIT
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	51	51
Preferred stock, shares outstanding	51	51
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares authorized	5,000,000,000	5,000,000,000
Common stock, shares issued	1,443,610,139	770,401,939
Common stock, shares outstanding	1,443,610,139	770,401,939

XML

ORGANIZATION AND NATURE OF BUSINESS

6 Months Ended

Jun. 30, 2019

ORGANIZATION AND NATURE OF BUSINESS

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

(a) Organization

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.

XML

WARRANTS (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Number of Shares
Balances as of December 31, 2017
Granted	324,833,333	145,000,000
Exercised
Forfeited
Balances ending	469,833,333
Weighted Average Exercise Price
Balances Beginning	$ 0.0003
Granted	0.0003	0.0003
Exercised
Forfeited
Balances ending	$ 0.0003	$ 0.0003

XML

BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Details 2)	6 Months Ended
	Jun. 30, 2019 USD ($)
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Details 2)
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

XML

DERIVATIVE LIABILITY (Tables)

6 Months Ended

Jun. 30, 2019

DERIVATIVE LIABILITY

Schedule of derivative liabilities

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

Schedule of loss on derivative liability

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

Schedule of Black-Scholes option-pricing model inputs used to value the derivative liability at each measurement

	Six months ended
	June 30,			June 30,
	2019			2018
Expected term	0.48- 0.49 years			0.34 - 0.68 years
Expected average volatility	288% - 1099		%	272% - 440		%
Expected dividend yield		-			-
Risk-free interest rate	2.09% - 2.47		%	1.39% - 2.33		%

XML

WARRANTS (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended	12 Months Ended
	Mar. 31, 2018	Jun. 30, 2019	Dec. 31, 2018	Dec. 31, 2019
WARRANTS (Details Narrative)
Convertible notes, warrant issued to purchase common stock shares		324,833,333	145,000,000
Issuance of exercisable per shares		$ 0.0003		$ 0.0003
Aggregate intrinsic value of warrants outstanding		$ 0
Closing market price		$ 0.0001
Fair value of warrants		$ 46,946	$ 14,468
Number of warrants		469,833,333	145,000,000

XML

DERIVATIVE LIABILITY (Details 1) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
DERIVATIVE LIABILITY (Details 1)
Day one loss due to derivative liabilities on convertible notes			$ (279,421)	$ (311,773)
Gain on change in fair value of derivative liabilities on convertible notes and warrants			95,839	(654,136)
(Loss) on change in fair value of derivative liabilities	$ (109,576)	$ 1,603,779	$ (183,582)	$ 333,495

XML

BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2019

BASIS OF PRESENTATION AND ACCOUNTING POLICIES

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.

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 $27,942 and $3,439 in cash and cash equivalents as at June 30, 2019 and December 31, 2018, 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 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:

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.

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 and June 30, 2018, the Company recognized revenue of $3,684 and $3,539 and cost of sales of $11,250 and $21,720, resulting in gross loss of $7,566 and 18,181, 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 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.

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

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
	June 30 2019			June 30 2019
Net Loss	$	(289,911	)	$	(388,775	)
Basic and Diluted Weighted Average Common Shares Outstanding		1,280,015,474			1,099,196,120
Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)

Six months and Three months ended June 30, 2018

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:

Basic earnings per common share

	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

Diluted earnings per common share

	Three months ended		Six months ended
	June 30 2018		June 30 2018
Net Income	$	1,480,271	$	49,387
Diluted Weighted Average Common Shares Outstanding		6,006,984,575		5,969,764,279
Diluted Earnings per Common Share	$	0.00	$	0.00

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.

Beneficial Conversion Feature of Convertible Debt

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.

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.

The change in the level 3 financial instrument is as follows:

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

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

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

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

New Accounting Pronouncements

In July 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This update addresses several aspects of 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 awards 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 complexity in financial reporting. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. 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. The Company is currently evaluating the effect this guidance may have on its financial position, results of operations, comprehensive income, cash flows and disclosures.

XML

NOTES PAYABLE

6 Months Ended

Jun. 30, 2019

NOTES PAYABLE

NOTE 6 - NOTES PAYABLE

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

	June 30, 2019		December 31, 2018
Convertible Promissory Notes to Auctus Fund	$	315,472	$	292,360
Convertible Promissory Notes to EMA Financial		256,285		208,781
Convertible Promissory Notes to Black Bridge Capital		-		100,000
Convertible Promissory Notes to Tangiers		23,801		23,801
Convertible Promissory Notes to Denali		31,615		31,615
Total Convertible Debt	$	627,173	$	656,557

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 six months ended June 30, 2019, principal of $17,138 and accrued interest of $1,153 were converted into 488,608,200 shares of common stock.

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

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.

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

This note is currently in default.

Auctus #3

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

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

This note is currently in default.

Auctus #5

On March 7, 2018, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $30,000 with a $5,000 original issue discount. The convertible promissory note bears interest at 12% per annum and 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, 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 six months ended June 30, 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, 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 $22,727 of interest expense for the six months ended June 30, 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, the note is presented net of a debt discount of $22,727.

Promissory Note Payable to EMA Financial, LLC

EMA#1

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, the note is presented net of a debt discount of $47,521.

This note is currently in default.

EMA#2

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, the notes are presented net of a debt discount of $49,190.

This note is currently in default.

EMA#3

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.

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.

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

This note is currently in default.

EMA#4

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 ended June 30, 2019 and year ended December 31, 2018, respectively.

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

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

This note is currently in default.

EMA#5

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 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 ended June 30, 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, the note is presented net of a debt discount of $49,250.

This note is currently in default.

EMA#6

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 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 of interest expense for the six months ended June 30, 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, the note is presented net of a debt discount of $24,515.

Promissory Note Payable to Blackbridge Capital Growth Fund, LLC

Commitment Note

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 ended June 30, 2019, the note principal amount of $100,000 was written off, resulting in other income of convertible note written off of $100,000.

Commitment Note Payable to Tangiers

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, the note is presented net of a debt discount of $23,801.

The note is currently in default.

Notes Payable to Denali

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.

As of June 30, 2019, the note principal balance was $31,615.

The note is currently in default.

Accrued interest on convertible notes

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

Summary of Conversions

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.

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.

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SUBSEQUENT EVENTS (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2018	Jun. 30, 2019
Debt instrument converted amount	$ 6,585	$ 29,314
Convertible Note [Member]
Common shares issued for conversion of debt (in shares)		73,208,200
Subsequent Events [Member] | Convertible Note [Member]
Debt instrument converted amount		$ 23,103
Common shares issued for conversion of debt (in shares)		577,571,750

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WARRANTS (Details 2) - USD ($)	6 Months Ended
	Jun. 30, 2019	Dec. 31, 2018	Dec. 31, 2017
WARRANTS (Details 2)
Balances Beginning	469,833,333
Weighted Average Remaining Contractuallife (in years) Warrants Outstanding	4 years 6 months 10 days
Balances Beginning	$ 0.0003	$ 0.0003
Number of Shares Warrants Exercisable
Weighted Average Exercise Price Warrants Exercisable

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DERIVATIVE LIABILITY (Details)	6 Months Ended
	Jun. 30, 2019 USD ($)
DERIVATIVE LIABILITY (Details)
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 note to common shares	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

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BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2019

BASIS OF PRESENTATION AND ACCOUNTING POLICIES

Schedule of diluted earnings per share

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

Schedule of computation of basic and diluted loss per common shares

	Three months ended			Six months ended
	June 30 2019			June 30 2019
Net Loss	$	(289,911	)	$	(388,775	)
Basic and Diluted Weighted Average Common Shares Outstanding		1,280,015,474			1,099,196,120
Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)

Basic earnings per common share

	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

Diluted earnings per common share

	Three months ended		Six months ended
	June 30 2018		June 30 2018
Net Income	$	1,480,271	$	49,387
Diluted Weighted Average Common Shares Outstanding		6,006,984,575		5,969,764,279
Diluted Earnings per Common Share	$	0.00	$	0.00

Schedule of change in the level 3 financial instrument

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

Schedule of fair value on a recurring basis

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

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

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DERIVATIVE LIABILITY

6 Months Ended

Jun. 30, 2019

DERIVATIVE LIABILITY

NOTE 7 - 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, 2019:

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

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

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

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,
	2019			2018
Expected term	0.48- 0.49 years			0.34 - 0.68 years
Expected average volatility	288% - 1099		%	272% - 440		%
Expected dividend yield		-			-
Risk-free interest rate	2.09% - 2.47		%	1.39% - 2.33		%

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BALANCE SHEETS - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Current Assets
Cash and cash equivalents	$ 27,942	$ 3,439
Prepaid expenses		1,134
Total Current Assets	27,942	4,573
Current Liabilities
Accounts payable and accrued liabilities	12,551	7,450
Accounts payable - related party	261,768	214,118
Accrued interest payable	251,039	182,962
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
Total Current Liabilities	2,578,710	2,332,637
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
Additional paid-in capital (deficiency)	(115,583)	391,555
Accumulated deficit	(3,878,796)	(3,490,021)
Total stockholders' deficit	(2,550,768)	(2,328,064)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 27,942	$ 4,573

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STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (388,775)	$ 49,387
Adjustments to reconcile net loss to net cash used in operating activities:
Loss (Gain) on derivative liability	183,582	(333,495)
Amortization of debt discount	90,580	88,613
Convertible note written off	(100,000)
Changes in operating assets and liabilities:
Prepaid expenses	1,134
Accounts payable - related party	47,650	49,700
Accounts payable and accrued liabilities	5,102	17,918
Accrued interest payable	69,230	50,331
Net cash used in operating activities	(91,497)	(77,546)
CASH FLOWS FROM INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible debt	116,000	50,000
Net cash provided by financing activities	116,000	50,000
Net increase (decrease) in cash and cash equivalents	24,503	(27,546)
Cash and cash equivalents - beginning of period	3,439	28,438
Cash and cash equivalents - end of period	27,942	892
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
Shares of common stock issued for conversion of debt and accrued interest	$ 21,117	$ 29,314

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BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Details 3) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Derivative liabilities	$ 1,396,179	$ 1,241,550
Fair Value, Measurements, Recurring [Member]
Derivative asset
Derivative liabilities	1,396,179	1,241,550
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Derivative asset
Derivative liabilities
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Derivative asset
Derivative liabilities
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Derivative asset
Derivative liabilities	$ 1,396,179	$ 1,241,550

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ORGANIZATION AND NATURE OF BUSINESS (Details Narrative)	6 Months Ended
	Jun. 30, 2019
ORGANIZATION AND NATURE OF BUSINESS (Details Narrative)
State of incorporation	Nevada
Date of incorporation	Nov. 29, 2006

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WARRANTS (Details 1) - $ / shares	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Derivative Liability [Member] | Minimum [Member]
Expected term	9 months 18 days	4 months 2 days
Expected average volatility	288.00%	272.00%
Risk-free interest rate	2.09%	1.39%
Derivative Liabilities [Member] | Maximum [Member]
Expected term	10 months 25 days	11 months 4 days
Expected average volatility	1099.00%	333.00%
Risk-free interest rate	2.47%	2.09%
Risk-free interest rate	2.47%	2.33%
Warrant [Member]
Exercise price	$ 0.0003
Expected term	5 years
Warrant [Member] | Minimum [Member]
Expected average volatility	288.00%
Risk-free interest rate	2.23%
Risk-free interest rate	1.76%
Warrants [Member] | Maximum [Member]
Expected average volatility	340.00%
Risk-free interest rate	2.24%

XML

NOTES PAYABLE (Tables)

6 Months Ended

Jun. 30, 2019

NOTES PAYABLE

Schedule of convertible notes payable

	June 30, 2019		December 31, 2018
Convertible Promissory Notes to Auctus Fund	$	315,472	$	292,360
Convertible Promissory Notes to EMA Financial		256,285		208,781
Convertible Promissory Notes to Black Bridge Capital		-		100,000
Convertible Promissory Notes to Tangiers		23,801		23,801
Convertible Promissory Notes to Denali		31,615		31,615
Total Convertible Debt	$	627,173	$	656,557

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2019

SUBSEQUENT EVENTS

NOTE 9 - SUBSEQUENT EVENTS

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

Principal of $23,103 from a convertible note was converted for 577,571,750 shares of common stock.

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WARRANTS

6 Months Ended

Jun. 30, 2019

WARRANTS

NOTE 5 - WARRANTS

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

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

	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
Granted		324,833,333		0.0003
Exercised		-		-
Forfeited		-		-
Balances as of June 30, 2019		469,833,333	$	0.0003

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, 2019:

	Six months ended
	June 30,
	2019
Exercise price	$	0.0003
Expected term	5 years
Expected average volatility	288% - 340		%
Expected dividend yield		-
Risk-free interest rate	1.76% - 2.24		%

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

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
	469,833,333		4.53	$	0.0003		-		-

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 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, the aggregate intrinsic value of warrants outstanding was approximately $0 based on the closing market price of $0.0001 on June 30, 2019.

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. As of June 30, 2019 and December 31, 2018, the Company valued the fair value on the 469,833,333 units and 145,000,000 units of share purchase warrants granted at $46,946 and $14,468 based on Black-Scholes option valuation model, respectively. <see Note 7>

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NOTES PAYABLE (Details) - USD ($)	Jun. 30, 2019	Mar. 22, 2019	Dec. 31, 2018	Jul. 25, 2018	Jul. 09, 2018	Mar. 07, 2018	Mar. 05, 2018	Feb. 23, 2018	Dec. 31, 2017	Nov. 27, 2017	Oct. 31, 2017	Sep. 27, 2017	Jul. 07, 2017	Jun. 14, 2017	Jan. 13, 2017	Jan. 10, 2017	Nov. 03, 2016	Sep. 20, 2016	Sep. 07, 2016	May 20, 2016
Convertible notes payable, current	$ 627,173		$ 656,557
Denali [Member] | Convertible Redeemable Note | Assignment Agreement [Member]
Convertible notes payable, current																$ 50,000
Convertible Redeemable Note
Convertible notes payable, current	19,964		2,494
Convertible Redeemable Note | Auctus Fund [Member]
Convertible notes payable, current	315,472		292,360						$ 31,615											$ 67,750
Convertible Redeemable Note | Ema Financial [Member]
Convertible notes payable, current	256,285		208,781																$ 35,000
Convertible Redeemable Note | Auctus Fund 2 [Member]
Convertible notes payable, current													$ 76,750					$ 56,750
Convertible Redeemable Note | Blackbridge Capital Growth Fund Llc [Member]
Convertible notes payable, current			100,000						179,172			$ 53,367					$ 60,000
Convertible Redeemable Note | Blackbridge Capital Growth Fund Llc [Member] | Investment Agreement [Member]
Convertible notes payable, current																	$ 100,000
Convertible Redeemable Note | Power Up Lending Group [Member] | January 13th 2017 [Member]
Convertible notes payable, current															$ 45,000
Convertible Redeemable Note | Power Up Lending Group [Member] | June 14th 2017 [Member]
Convertible notes payable, current														$ 7,500
Convertible Redeemable Note | Power Up Lending Group [Member] | November 27th 2017 [Member]
Convertible notes payable, current	50,745									$ 50,745
Convertible Redeemable Note | Power Up Lending Group [Member] | November 2, 2017
Convertible notes payable, current										$ 53,000
Convertible Redeemable Note | Tangiers Global Llc [Member]
Convertible notes payable, current	23,801		23,801						$ 23,801
Convertible Redeemable Note | Denali [Member]
Convertible notes payable, current	$ 31,615		$ 31,615
Convertible Redeemable Note | Auctus Fund6 [Member] | July 9, 2018 [Member]
Convertible notes payable, current				$ 48,500	$ 43,500
Convertible Redeemable Note | Auctus Fund5 [Member] | March 7th 2018 [Member]
Convertible notes payable, current						$ 30,000
Convertible Redeemable Note | Auctus Fund7 [Member] | March 22, 2019 [Member]
Convertible notes payable, current		$ 62,500
Convertible Promissory Note2 [Member] | Ema Financial [Member]
Convertible notes payable, current							$ 30,000	$ 58,637
Convertible Promissory Note1 [Member] | Ema Financial [Member]
Convertible notes payable, current											$ 53,000

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DERIVATIVE LIABILITY (Details 2)	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Warrant [Member]
Expected term	5 years
Minimum [Member] | Warrant [Member]
Expected average volatility	288.00%
Risk-free interest rate	2.23%
Risk-free interest rate	1.76%
Maximum [Member] | Warrants [Member]
Expected average volatility	340.00%
Risk-free interest rate	2.24%
Expected average volatility	310.00%
Derivative Liability [Member] | Minimum [Member]
Expected term	9 months 18 days	4 months 2 days
Expected average volatility	288.00%	272.00%
Risk-free interest rate	2.09%	1.39%
Derivative Liabilities [Member] | Maximum [Member]
Expected term	10 months 25 days	11 months 4 days
Expected average volatility	1099.00%	333.00%
Risk-free interest rate	2.47%	2.09%
Expected term	10 months 25 days	8 months 5 days
Expected average volatility	1099.00%	440.00%
Risk-free interest rate	2.47%	2.33%

XML

BASIS OF PRESENTATION AND ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2019

BASIS OF PRESENTATION AND ACCOUNTING POLICIES

NOTE 2 - BASIS OF PRESENTATION AND ACCOUNTING POLICIES

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 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. 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 included in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April 16, 2019.

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.

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 $27,942 and $3,439 in cash and cash equivalents as at June 30, 2019 and December 31, 2018, 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 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:

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.

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 and June 30, 2018, the Company recognized revenue of $3,684 and $3,539 and cost of sales of $11,250 and $21,720, resulting in gross loss of $7,566 and 18,181, 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 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.

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

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
	June 30 2019			June 30 2019
Net Loss	$	(289,911	)	$	(388,775	)
Basic and Diluted Weighted Average Common Shares Outstanding		1,280,015,474			1,099,196,120
Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)

Six months and Three months ended June 30, 2018

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:

Basic earnings per common share

	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

8

Table of Contents

Diluted earnings per common share

	Three months ended		Six months ended
	June 30 2018		June 30 2018
Net Income	$	1,480,271	$	49,387
Diluted Weighted Average Common Shares Outstanding		6,006,984,575		5,969,764,279
Diluted Earnings per Common Share	$	0.00	$	0.00

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.

Beneficial Conversion Feature of Convertible Debt

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.

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.

The change in the level 3 financial instrument is as follows:

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

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

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

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

New Accounting Pronouncements

In July 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This update addresses several aspects of 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 awards 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 complexity in financial reporting. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. 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. The Company is currently evaluating the effect this guidance may have on its financial position, results of operations, comprehensive income, cash flows and disclosures.

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STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
STATEMENTS OF OPERATIONS (UNAUDITED)
Revenue	$ 2,449	$ 1,821	$ 3,684	$ 3,539
Cost of Services	11,250	1,420	11,250	21,720
GROSS PROFIT (LOSS)	(8,801)	401	(7,566)	(18,181)
OPERATING EXPENSES
Selling, general and administrative expenses	82,334	48,776	137,817	126,552
Total Operating Expenses	82,334	48,776	137,817	126,552
OPERATING LOSS	(91,135)	(48,375)	(145,383)	(144,733)
OTHER INCOME (EXPENSE)
Interest expense	(89,200)	(75,133)	(159,810)	(139,375)
Gain (Loss) on derivative liabilities	(109,576)	1,603,779	(183,582)	333,495
Convertible note written off			100,000
Total other income (expense)	(198,776)	1,528,646	(243,392)	194,120
NET INCOME (LOSS)	$ (289,911)	$ 1,480,271	$ (388,775)	$ 49,387
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 Weighted Average Shares of Common Stock Outstanding	1,280,015,474		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

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STOCKHOLDERS EQUITY (Detail Narratives) - USD ($)		3 Months Ended	6 Months Ended	12 Months Ended
	Sep. 03, 2016	Mar. 31, 2018	Jun. 30, 2019	Dec. 31, 2018	Dec. 31, 2016
Preferred stock, shares authorized			10,000,000	10,000,000
Preferred stock par value (in dollars per share)			$ 0.001	$ 0.001
Preferred stock, shares issued			51	51
Preferred stock, shares outstanding			51	51
Common stock, shares authorized			5,000,000,000	5,000,000,000
Common stock, par value (in dollars per share)			$ 0.001	$ 0.001
Common stock issued for services value					$ 174,000
Number of common stock issued for services					2,250,000
Common stock, shares issued			1,443,610,139	770,401,939
Common stock, shares outstanding			1,443,610,139	770,401,939
Number of shares under stock payable			300,000
Value of shares under stock payable			$ 30,000
Common Stock [Member]
Common shares issued for conversion of debt (in shares)			673,208,200	193,608,300
Conversion of debt amount			$ 19,964	$ 905
Conversion of accrued interest amount			$ 1,153	$ 2,494
Series A Preferred Stock [Member] | Chief Executive Officer [Member]
Preferred stock, shares issued	51
Voting power description	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.
Series A common stock Value	$ 42,669

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BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Details 1) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
NET LOSS	$ (289,911)	$ 1,480,271	$ (388,775)	$ 49,387
Basic and Diluted Weighted Average Shares of Common Stock Outstanding	1,280,015,474		1,099,196,120
Basic and Diluted Loss per Common Share	$ (0.00)		$ (0.00)
Basic Weighted Average Common Shares Outstanding		665,925,639		628,705,342
Basic Earning per common share		$ 0.00		$ 0.00
Diluted Weighted Average Common Shares Outstanding		6,006,984,575		5,969,764,279
Diluted Earnings per Common Share		$ 0.00		$ 0.00
Earning Per Share Basic And Diluted [Member]
NET LOSS	$ (289,911)		$ (388,775)
Basic and Diluted Weighted Average Shares of Common Stock Outstanding	1,280,015,474		1,099,196,120
Basic and Diluted Loss per Common Share	$ (0.00)		$ (0.00)
Earning per share basic [Member]
NET LOSS		$ 1,480,271		$ 49,387
Basic Weighted Average Common Shares Outstanding		665,925,639		628,705,342
Basic Earning per common share		$ 0.00		$ 0.00
Earning per share diluted [Member]
NET LOSS		$ 1,480,271		$ 49,387
Diluted Weighted Average Common Shares Outstanding		6,006,984,575		5,969,764,279
Diluted Earnings per Common Share		$ 0.00		$ 0.00

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Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2019	Nov. 21, 2019
Document And Entity Information
Entity Registrant Name	LINGERIE FIGHTING CHAMPIONSHIPS, INC.
Entity Central Index Key	0001407704
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2019
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2019
Entity Common Stock Shares Outstanding		2,021,181,889

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STATEMENTS OF STOCKHOLDERS DEFICIT (UNAUDITED) - USD ($)	Total	Additional Paid-in Capital [Member]	Preferred Stock [Member]	Accumulated Deficit [Member]	Common Stock [Member]
Balance, shares at Dec. 31, 2017			51		576,193,639
Balance, amount at Dec. 31, 2017	$ (2,455,224)	$ 525,366		$ (3,556,784)	$ 576,194
Shares of common stock issued for conversion of debt, Shares					89,132,000
Derivative reclass to APIC due to conversion	1,338	1,338
Net Income (Loss)	(1,430,884)			$ (1,430,884)
Shares of common stock issued for conversion of debt, Amount	$ 29,314	$ (59,818)			$ 89,132
Balance, shares at Mar. 31, 2018			51		665,325,639
Balance, amount at Mar. 31, 2018	$ (3,855,456)	$ 466,886		$ (4,987,668)	$ 665,326
Net Income (Loss)	$ 1,480,271			$ 1,480,271
Prior year share issuance adjustment, Shares					600,000
Prior year share issuance adjustment,amount		$ (600)			$ 600
Balance, shares at Jun. 30, 2018			51		665,925,639
Balance, amount at Jun. 30, 2018	$ (2,375,185)	$ 466,286		$ (3,507,397)	$ 665,926
Balance, shares at Dec. 31, 2018			51		770,401,939
Balance, amount at Dec. 31, 2018	$ (2,328,064)	$ 391,555		$ (3,490,021)	$ 770,402
Shares of common stock issued for conversion of debt, Shares					309,898,600
Derivative reclass to APIC due to conversion	78,516	78,516
Net Income (Loss)	(98,864)			$ (98,864)
Shares of common stock issued for conversion of debt, Amount	$ 6,585	$ (303,314)			$ 309,899
Balance, shares at Mar. 31, 2019			51		1,080,300,539
Balance, amount at Mar. 31, 2019	$ (2,341,827)	$ 166,757		$ (3,588,885)	$ 1,080,301
Shares of common stock issued for conversion of debt, Shares					363,309,600
Derivative reclass to APIC due to conversion	66,437	66,437
Net Income (Loss)	289,911			$ (289,911)
Shares of common stock issued for conversion of debt, Amount	$ 14,533	$ (348,777)			$ 363,310
Balance, shares at Jun. 30, 2019			51		1,443,610,139
Balance, amount at Jun. 30, 2019	$ (2,550,768)	$ (115,583)		$ (3,878,796)	$ 1,443,611

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GOING CONCERN

6 Months Ended

Jun. 30, 2019

GOING CONCERN

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.

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BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Detail Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018	Dec. 31, 2017
BASIS OF PRESENTATION AND ACCOUNTING POLICIES
Convertible notes included in diluted EPS		5,341,058,936		5,341,058,936
Cash and cash equivalents	$ 27,942	$ 892	$ 27,942	$ 892	$ 3,439	$ 28,438
Revenue	2,449	1,821	3,684	3,539
Cost of Services			11,250	21,720
GROSS PROFIT (LOSS)	$ (8,801)	$ 401	$ (7,566)	$ (18,181)

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BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Details)	6 Months Ended
	Jun. 30, 2019 shares
Stock Issued During Period, Shares, New Issues	13,955,185,866
Convertible Notes Payable [Member]
Stock Issued During Period, Shares, New Issues	13,485,352,533
Warrant [Member]
Stock Issued During Period, Shares, New Issues	469,833,333

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RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2019

RELATED PARTY TRANSACTIONS

NOTE 8 - RELATED PARTY TRANSACTIONS

During the six months 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 and December 31, 2018, amount due to related parties was $261,768 and $214,118, respectively.

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STOCKHOLDERS DEFICIT

6 Months Ended

Jun. 30, 2019

STOCKHOLDERS DEFICIT

NOTE 4 - STOCKHOLDERS EQUITY

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, 2019 and December 31, 2018.

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, 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.

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 and December 31, 2018, the shares of common stock issued and outstanding was 1,443,610,139 and 770,401,939, respectively.

Shares of common stock issued for compensation

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.

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WARRANTS (Tables)

6 Months Ended

Jun. 30, 2019

WARRANTS

Schedule of warrants exercisable for common shares

	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
Granted		324,833,333		0.0003
Exercised		-		-
Forfeited		-		-
Balances as of June 30, 2019		469,833,333	$	0.0003

Schedule of weighted-average assumptions

	Six months ended
	June 30,
	2019
Exercise price	$	0.0003
Expected term	5 years
Expected average volatility	288% - 340		%
Expected dividend yield		-
Risk-free interest rate	1.76% - 2.24		%

Schedule of outstanding and exercisable warrants

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
	469,833,333		4.53	$	0.0003		-		-

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NOTES PAYABLE (Details Narrative)											1 Months Ended										2 Months Ended	3 Months Ended			6 Months Ended		12 Months Ended
	Feb. 08, 2019 USD ($)	Aug. 09, 2018 USD ($) integer	Mar. 07, 2018 USD ($) integer	Mar. 05, 2018 USD ($) integer	Jul. 07, 2017 USD ($)	Jun. 14, 2017 USD ($) integer	Jan. 13, 2017 USD ($) integer	Nov. 03, 2016 USD ($) integer $ / shares	Sep. 07, 2016 USD ($) integer	Apr. 04, 2016 USD ($) integer $ / shares	Mar. 25, 2019 USD ($) integer	Mar. 22, 2019 USD ($) integer	Jul. 25, 2018 USD ($) integer	Feb. 23, 2018 USD ($)	Nov. 27, 2017 USD ($) integer	Oct. 31, 2017 USD ($) integer	Sep. 27, 2017 USD ($) integer	Sep. 20, 2016 USD ($) integer	May 20, 2016 USD ($) integer	Apr. 28, 2016 shares	Feb. 23, 2018 USD ($)	Jun. 30, 2019 USD ($) $ / shares	Jun. 30, 2018 USD ($)	Mar. 31, 2018 USD ($) shares	Jun. 30, 2019 USD ($) $ / shares shares	Jun. 30, 2018 USD ($)	Dec. 31, 2018 USD ($) $ / shares shares	Dec. 31, 2017 USD ($) shares	Dec. 31, 2016 USD ($)	Dec. 31, 2019 $ / shares	Jul. 09, 2018 USD ($)	Mar. 25, 2018 USD ($)	Jan. 10, 2017 USD ($)
Short-term Debt [Line Items]
Convertible notes payable, current																						$ 590,219			$ 590,219		$ 656,557
Amortization of debt discount																								$ 40,326	39,093
Interest expense																								64,242	70,610
Common shares purchased																						$ 1,080,301			$ 1,080,301		$ 770,402
Common stock, par value (in dollars per share) | $ / shares																						$ 0.001			$ 0.001		$ 0.001
Convertible notes issued																								$ 6,585	$ 29,314
Convertible notes, warrant issued to purchase common stock | shares																									324,833,333		145,000,000
Common stock price per share | $ / shares																						$ 0.0003			$ 0.0003					$ 0.0003
Convertible notes payable, current																						$ 627,173			$ 627,173		$ 656,557
Amortization of debt discount																									90,580	$ 88,613
Interest expense																						(89,200)	$ (75,133)		(159,810)	$ (139,375)
Common shares purchased																						1,443,611			1,443,611		770,402
Convertible Redeemable Note
Short-term Debt [Line Items]
Convertible notes payable, current																						19,964			19,964		2,494
Debt principal amount																											905
Interest expense																									69,230		23,916
Accrued interest																						251,039			$ 251,039		$ 182,962
Common shares issued for conversion of debt (in shares) | shares																									73,208,200
Convertible Redeemable Note | Subsequent Events [Member]
Short-term Debt [Line Items]
Convertible notes issued																									$ 23,103
Common shares issued for conversion of debt (in shares) | shares																									577,571,750
Convertible Promissory Note3 [Member]
Short-term Debt [Line Items]
Convertible notes, warrant issued to purchase common stock | shares																											72,500,000
Common stock price per share | $ / shares																											$ 0.0003
Convertible notes payable, current		$ 43,500
Convertible promissory notes, original issue discount		$ 5,653
Convertible redeemable note interest rate		12.00%
Convertible promissory notes, maturity period																											5 years
Convertible promissory notes percentage of stock price trigger		50.00%
Convertible promissory notes, trading days | integer		25
Amortization of debt discount		$ 43,500
Interest expense																									$ 20,555		$ 22,945
Net of debt discount																						$ 49,250			$ 49,250
Convertible Promissory Note4 [Member]
Short-term Debt [Line Items]
Convertible notes, warrant issued to purchase common stock | shares																									115,833,333
Common stock price per share | $ / shares																						$ 0.0003			$ 0.0003
Convertible notes payable, current																																$ 69,500
Convertible promissory notes, original issue discount																																$ 7,000
Convertible redeemable note interest rate																																12.00%
Convertible promissory notes, maturity period																									5 years
Convertible promissory notes percentage of stock price trigger											50.00%
Convertible promissory notes, trading days | integer											25
Amortization of debt discount											$ 69,500
Interest expense																									$ 24,515
Net of debt discount																						$ 24,515			24,515
Convertible Redeemable Note One
Short-term Debt [Line Items]
Accrued interest																						1,153			1,153		$ 2,494
Common shares issued for conversion of debt (in shares) | shares																											193,608,300
Auctus Fund [Member] | Convertible Redeemable Note
Short-term Debt [Line Items]
Convertible notes payable, current																			$ 67,750			315,472			315,472		$ 292,360	$ 31,615
Debt principal amount																						17,138			17,138			15,278
Convertible notes payable, current																			67,750			307,730			307,730		292,360	31,615
Convertible promissory notes, original issue discount																			$ 7,750
Convertible redeemable note interest rate																			10.00%
Convertible promissory notes, maturity period																			9 months
Convertible promissory notes percentage of stock price trigger																			50.00%
Convertible promissory notes, trading days | integer																			25
Amortization of debt discount																			$ 60,000
Interest expense																											0	14,542
Accrued interest																						1,153			$ 1,153		$ 2,494	$ 5,975
Common shares issued for conversion of debt (in shares) | shares																									488,608,200		133,258,300	111,460,000
Net of debt discount																						28,114			$ 28,114
Ema Financial [Member] | Convertible Redeemable Note
Short-term Debt [Line Items]
Convertible notes issued																											$ 905	$ 7,538
Convertible notes payable, current									$ 35,000													256,285			256,285		208,781
Convertible promissory notes, original issue discount									$ 5,250
Convertible redeemable note interest rate									10.00%
Convertible promissory notes, maturity period									12 months
Convertible promissory notes percentage of stock price trigger									50.00%
Convertible promissory notes, trading days | integer									25
Amortization of debt discount									$ 29,750
Interest expense																											$ 0	$ 21,774
Common shares issued for conversion of debt (in shares) | shares																											60,350,000	123,242,000
Net of debt discount																						47,521			47,521		$ 47,521
Convertible promissory note maturity date																Oct. 31, 2018
Ema Financial [Member] | Convertible Promissory Note2 [Member]
Short-term Debt [Line Items]
Convertible notes issued																									2,826
Convertible notes payable, current				$ 30,000										$ 58,637							$ 58,637
Debt principal amount														53,000							53,000						27,174
Convertible promissory notes, original issue discount				$ 5,000										5,637							5,637
Convertible redeemable note interest rate				12.00%
Convertible promissory notes percentage of stock price trigger				50.00%
Convertible promissory notes, trading days | integer				25
Amortization of debt discount				$ 30,000
Interest expense																									$ 5,260		24,740
Common shares issued for conversion of debt (in shares) | shares																									184,600,000
Net of debt discount																						27,174			$ 27,174
Increase in principal of note														40,000
Accrued penalty amount														$ 11,273							11,273
Ema Financial [Member] | Convertible Promissory Note1 [Member]
Short-term Debt [Line Items]
Convertible notes payable, current																$ 53,000
Convertible redeemable note interest rate																12.00%
Convertible promissory notes percentage of stock price trigger																50.00%
Convertible promissory notes, trading days | integer																25
Amortization of debt discount																$ 53,000
Accrued interest																											44,142	$ 8,858
Ema Financial [Member] | Crown Bridge Partners [Member] | Convertible Redeemable Note
Short-term Debt [Line Items]
Repayment of notes - related party																					$ 5,636
Auctus Fund 2 [Member] | Convertible Redeemable Note
Short-term Debt [Line Items]
Convertible notes payable, current					$ 76,750													$ 56,750
Convertible promissory notes, original issue discount																		$ 6,750
Convertible redeemable note interest rate																		10.00%
Convertible promissory notes, maturity period																		9 months
Convertible promissory notes percentage of stock price trigger																		50.00%
Convertible promissory notes, trading days | integer																		25
Amortization of debt discount																		$ 50,000
Interest expense																											0	35,607
Net of debt discount																						76,750			76,750
Increase in principal of note					20,000
Proceeds from promissory notes					$ 20,000
Blackbridge Capital Growth Fund Llc [Member] | Convertible Redeemable Note
Short-term Debt [Line Items]
Convertible notes issued																												10,810
Convertible notes payable, current								$ 60,000									$ 53,367										100,000	179,172
Convertible promissory notes, original issue discount																	$ 0
Convertible redeemable note interest rate								8.00%									8.00%
Convertible promissory notes percentage of stock price trigger								50.00%									57.50%
Convertible promissory notes, trading days | integer								20									20
Amortization of debt discount								$ 60,000
Accrued interest																											0	$ 50,465
Common shares issued for conversion of debt (in shares) | shares																												65,000,000
Net of debt discount																						49,190			49,190
Convertible promissory note maturity date								Nov. 03, 2017									Nov. 03, 2017
Blackbridge Capital Growth Fund Llc [Member] | Convertible Redeemable Note | Investment Agreement [Member]
Short-term Debt [Line Items]
Common stock, par value (in dollars per share) | $ / shares								$ 0.001
Convertible notes payable, current								$ 100,000
Convertible promissory notes, original issue discount								$ 100,000
Convertible redeemable note interest rate	8.00%							8.00%
Convertible promissory notes percentage of stock price trigger								57.50%
Convertible promissory notes, trading days | integer								20
Amortization of debt discount								$ 100,000
Convertible promissory note maturity date								Nov. 03, 2017
Convertible notes principal amount written off																									100,000
Other income of convertible note written off																									100,000
Common shares purchased	$ 2,000,000							$ 2,000,000
Commitment fee expense	$ 100,000							$ 100,000
Power Up Lending Group [Member] | Convertible Redeemable Note | January 13th 2017 [Member]
Short-term Debt [Line Items]
Convertible notes payable, current							$ 45,000
Debt principal amount																												$ 6,700
Convertible promissory notes, original issue discount							$ 2,500
Convertible redeemable note interest rate							8.00%
Convertible promissory notes percentage of stock price trigger							57.50%
Convertible promissory notes, trading days | integer							20
Amortization of debt discount							$ 45,000
Interest expense																											0	$ 40,843
Common shares issued for conversion of debt (in shares) | shares																												30,455,486
Convertible promissory note maturity date							Jan. 13, 2018
Power Up Lending Group [Member] | Convertible Redeemable Note | June 14th 2017 [Member]
Short-term Debt [Line Items]
Convertible notes payable, current						$ 7,500
Convertible redeemable note interest rate						12.00%
Convertible promissory notes percentage of stock price trigger						50.00%
Convertible promissory notes, trading days | integer						20
Amortization of debt discount						$ 7,500
Interest expense																											0	$ 4,462
Convertible promissory note maturity date						Mar. 20, 2018
Power Up Lending Group [Member] | Convertible Redeemable Note | November 27th 2017 [Member]
Short-term Debt [Line Items]
Convertible notes payable, current															$ 50,745							50,745			50,745
Convertible promissory notes, original issue discount															$ 7,195
Convertible redeemable note interest rate															12.00%
Convertible promissory notes percentage of stock price trigger															57.50%
Convertible promissory notes, trading days | integer															20
Interest expense																											5,030	2,165
Convertible promissory note maturity date															Mar. 20, 2018
Number of convertible notes | integer															2
Power Up Lending Group [Member] | Convertible Redeemable Note | November 2, 2017
Short-term Debt [Line Items]
Convertible notes payable, current															$ 53,000
Convertible redeemable note interest rate															12.00%
Convertible promissory notes percentage of stock price trigger															50.00%
Convertible promissory notes, trading days | integer															25
Amortization of debt discount															$ 53,000
Interest expense																											41,546	11,454
Convertible promissory note maturity date															Aug. 02, 2018
Tangiers Global Llc [Member] | Convertible Redeemable Note
Short-term Debt [Line Items]
Common stock, par value (in dollars per share) | $ / shares										$ 0.001
Convertible notes payable, current																						23,801			23,801		23,801	23,801
Debt principal amount										$ 40,000																		$ 26,199
Convertible redeemable note interest rate										10.00%
Convertible promissory notes, maturity period										7 months
Convertible promissory notes percentage of stock price trigger										90.00%
Convertible promissory notes, trading days | integer										25
Interest expense																													$ 65,238
Common shares issued for conversion of debt (in shares) | shares																												49,905,893
Net of debt discount																						23,801			23,801
Common shares purchased										$ 5,000,000
Commitment fee expense										$ 100,000																			$ 100,000
Extended maturity of note										10 months
Number of common stock for which filed for registration with securities and exchange commission | shares																				3,500,000
Denali [Member] | Convertible Redeemable Note
Short-term Debt [Line Items]
Convertible notes payable, current																						$ 31,615			$ 31,615		31,615
Debt principal amount																											$ 18,385
Common shares issued for conversion of debt (in shares) | shares																											9,884,409
Auctus Fund6 [Member] | Convertible Redeemable Note | July 9, 2018 [Member]
Short-term Debt [Line Items]
Convertible notes, warrant issued to purchase common stock | shares																											72,500,000
Common stock price per share | $ / shares																						$ 0.0003			$ 0.0003
Convertible notes payable, current													$ 48,500																		$ 43,500
Convertible promissory notes, original issue discount																															$ 5,000
Convertible redeemable note interest rate													12.00%
Convertible promissory notes, maturity period																											5 years
Convertible promissory notes percentage of stock price trigger													50.00%
Convertible promissory notes, trading days | integer													25
Amortization of debt discount													$ 48,500
Interest expense																									$ 17,524		$ 30,976
Net of debt discount																						$ 48,500			48,500
Auctus Fund5 [Member] | Convertible Redeemable Note | March 7th 2018 [Member]
Short-term Debt [Line Items]
Convertible notes payable, current			$ 30,000
Convertible promissory notes, original issue discount			$ 5,000
Convertible redeemable note interest rate			12.00%
Convertible promissory notes percentage of stock price trigger			50.00%
Convertible promissory notes, trading days | integer			25
Amortization of debt discount			$ 30,000
Interest expense																											$ 30,000
Net of debt discount																						$ 30,000			$ 30,000
Auctus Fund7 [Member] | Convertible Redeemable Note | March 22, 2019 [Member]
Short-term Debt [Line Items]
Convertible notes, warrant issued to purchase common stock | shares																									209,000,000
Common stock price per share | $ / shares																						$ 0.0003			$ 0.0003
Convertible notes payable, current												$ 62,500
Convertible promissory notes, original issue discount												$ 9,000
Convertible redeemable note interest rate												12.00%
Convertible promissory notes, maturity period																									5 years
Convertible promissory notes percentage of stock price trigger												50.00%
Convertible promissory notes, trading days | integer												25
Amortization of debt discount												$ 62,500
Interest expense																									$ 2,045
Net of debt discount																						$ 22,727			$ 22,727
Convertible Redeemable Note | Denali [Member] | Assignment Agreement [Member]
Short-term Debt [Line Items]
Notes payable																																	$ 100,000
Convertible notes payable, current																																	50,000
Debt principal amount																																	$ 50,000

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Amount due to related parties	$ 261,768	$ 214,118
Director [Member]
Accrued salaries, current	60,000	120,000
Accrued salaries, payment	$ 12,350	$ 25,520