10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2023
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) 505-0743

(Registrant’s telephone number, including area code)

N/A

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

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

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

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

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

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

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

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

APPLICABLE ONLY TO CORPORATE ISSUERS

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

3,711,714,036 shares of common stock issued and outstanding as of July 15, 2023.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	22
SIGNATURES		23

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

BALANCE SHEETS

(UNAUDITED)

	March 31,			December 31,
	2023			2022
ASSETS
Current Assets
Cash and cash equivalents	$	807		$	10,009
Total Current Assets		807			10,009
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	37,349		$	37,098
Accounts payable - related party		568,568			542,668
Accrued interest payable		497,082			442,888
Promissory notes, net		365,000			340,000
Convertible notes, net of $17,412 and $34,800 debt discount, respectively		602,119			584,730
Derivative liabilities		2,907,433			2,967,243
Total Current Liabilities		4,977,551			4,914,627
STOCKHOLDERS' DEFICIT
Preferred stock, par value $0.001 per share, 10,000,000 shares authorized, 51 shares issued and outstanding		-			-
Common stock, par value $0.001 per share, 5,000,000,000 shares authorized, 3,711,714,036 shares issued and outstanding		3,711,715			3,711,715
Additional paid-in capital		1,327,104			1,327,104
Accumulated deficit		(10,015,563	)		(9,943,437	)
Total stockholders' deficit		(4,976,744	)		(4,904,618	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	807		$	10,009

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

3

LINGERIE FIGHTING CHAMPIONSHIPS, INC. 

STATEMENTS OF OPERATIONS 

(UNAUDITED)

	Three Months Ended
	March 31,
	2023			2022
Revenue	$	25,195		$	21,165
Cost of services		24,846			-
GROSS PROFIT		349			21,165
OPERATING EXPENSES
Selling, general and administrative expenses		18,104			14,912
Professional fees		12,598			35,900
Management salaries		30,000			30,000
Total Operating Expenses		60,702			80,812
OPERATING LOSS		(60,353	)		(59,647	)
OTHER INCOME (EXPENSE)
Interest expense		(71,583	)		(112,491	)
Gain  on change in fair value of derivative liabilities		59,810			976,124
Total Other Income (Expense)	$	(11,773	)	$	863,633
NET INCOME (LOSS)	$	(72,126	)	$	803,986
Basic and Diluted Income (Loss) per Common Share	$	(0.00	)	$	0.00
Diluted Earnings (Loss) per Common Share	$	(0.00	)	$	0.00
Basic and Diluted Weighted Average Shares of Common Stock Outstanding		3,711,714,036			3,535,302,536
Diluted Weighted Average Shares of Common Stock Outstanding		11,262,253,844			9,668,593,425

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

4

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31 2023 AND 2022

(UNAUDITED)

Three Months Ended March 31, 2023

	Common Stock				Preferred Shares				Additional					Total
	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital		Accumulated Deficit			Stockholders' Deficit
Balance - December 31, 2022		3,711,714,036	$	3,711,715		51	$	-	$	1,327,104	$	(9,943,437	)	$	(4,904,618	)
Net income		-		-		-		-		-		(72,126	)		(72,126	)
Balance - March 31, 2023		3,711,714,036		3,711,715		51		-		1,327,104		(10,015,563	)		(4,976,744	)

Three Months Ended March 31, 2022

	Common Stock				Preferred Shares				Additional					Total
	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital		Accumulated Deficit			Stockholders' Deficit
Balance - December 31, 2021		3,535,302,536	$	3,535,303		51	$	-	$	1,387,030	$	(11,721,142	)	$	(6,798,809	)
Net loss		-		-		-		-		-		803,985			803,985
Balance - March 31, 2022		3,535,302,536	$	3,535,303		51	$	-	$	1,387,030	$	(10,917,157	)	$	(5,994,824	)

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

5

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

STATEMENTS OF CASH FLOWS 

(UNAUDITED)

	Three Months Ended
	March 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(72,126	)	$	803,985
Adjustments to reconcile net loss to net cash used in operating activities:
Loss (Gain) on change in fair value of derivative liabilities		(59,810	)		(976,124	)
Amortization of debt discount		17,389			61,786
Changes in operating assets and liabilities:
Accounts payable - related party		25,000			17,500
Accounts payable and accrued liabilities		251			22,464
Accrued interest payable		54,194			50,705
Net cash used in operating activities		(35,102	)		(19,684	)
CASH FLOWS FROM INVESTING ACTIVITIES		-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Advancement from related party		900			-
Proceeds from promissory notes		25,000			-
Net cash provided by financing activities		25,900			-
Net decrease in cash and cash equivalents		(9,202	)		(19,684	)
Cash and cash equivalents - beginning of period		10,009			34,481
Cash and cash equivalents - end of period	$	807		$	14,797
Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

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

6

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2023

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

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

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

NOTE 2 – BASIS OF PRESENTATION AND ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company uses the accrual basis of accounting and has adopted a December 31 fiscal year end.

Use of Estimates

The preparation of financial statements in conformity with 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 $807 and $10,009 in cash and cash equivalents as at March 31, 2023 and December 31, 2022, respectively.

Revenue Recognition

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

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

The Company’s revenue derives from the development, promotion and distribution of live events and televised entertainment programming and also through sponsorship and site subscription. For the three months ended March 31, 2023 and 2022, the Company recognized revenue of $25,195 and $21,165 and incurred cost of sales of $24,846 and $0, resulting in gross profit of $349 and $21,165, 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 three months ended March 31, 2023 and 2022, convertible notes and warrants were dilutive instruments and were included in the calculation of diluted earnings per share.

	March 31,		March 31,
	2023		2022
	(Shares)		(Shares)
Convertible notes payable		4,284,948,570		1,704,957,556
Warrants		3,265,591,238		4,428,333,333
		7,550,539,808		6,133,290,889

7

Related Party Balances and Transactions

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

Convertible Instruments and Derivatives

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

Share-Based Compensation

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

Fair Value Measurement

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

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

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

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

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

The following table summarizes fair value measurement by level at March 31, 2023 and December 31, 2022, measured at fair value on a recurring basis:

March 31, 2023	Level 1		Level 2		Level 3		Total
Assets
None		-		-		-		-
Liabilities
Derivative liabilities		-		-		2,907,433		2,907,433

8

December 31, 2022	Level 1		Level 2		Level 3		Total
Assets
None		-		-		-		-
Liabilities
Derivative liabilities		-		-		2,967,243		2,967,243

Recent Accounting Pronouncements

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

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. For the Company, the new standard was effective on January 1, 2021 and the adoption of this guidance to have a material impact on our financial statements.

Management has considered all other recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

NOTE 3 – GOING CONCERN

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

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

NOTE 4 – STOCKHOLDERS DEFICIT

Preferred Stock

The authorized preferred stock consists of 10,000,000 shares with a par value $0.001 per share. The board of directors has broad discretion in setting the rights, preferences and privileges of one or more series of preferred stock.

On September 3, 2016, the Company issued 51 Series A preferred shares to the Chief Executive Officer. The Series A preferred shares have voting rights, resulting in the Series A stockholder holding in aggregate approximately 51% of the total voting power of all issued and outstanding voting capital of the Company. The valuation of the preferred shares was completed by the Company based on the change in voting percentage rights before and after the Series A shares were issued. The value of the Series A shares is $42,669 and was expensed.

There were 51 and 51 preferred shares issued and outstanding as at March 31, 2023 and December 31, 2022, respectively.

9

Common Stock

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

During the year ended December 31, 2022, the Company issued 176,411,500 shares of common stock for the exercise of 201,613,143 units of share purchase warrants.

As of March 31, 2023 and December 31, 2022, the shares of common stock issued and outstanding was 3,711,714,036 respectively

NOTE 5 – WARRANTS

The below table summarizes the activity of warrants exercisable for shares of common stock during the three months ended March 31, 2023 and year ended December 31, 2022:

	Number of Shares			Weighted- Average Exercise Price
Balances as of December 31, 2021		5,556,666,666		$	0.0001
Granted		282,080,000			0.0005
Redeemed		-			-
Exercised		(201,613,143	)		0.0001
Forfeited		-			-
Balances as of December 31, 2022		5,637,133,523		$	0.0001
Granted		-			-
Redeemed		-			-
Exercised		-			-
Forfeited		-			-
Balances as of March 31, 2023		5,637,133,523		$	0.0001

During the year ended December 31, 2022, the Company issued 176,411,500 shares of common stock for the exercise of 201,613,143 units of share purchase warrants.

The fair value of each warrant on the date of grant is estimated using the Black-Scholes option valuation model. The following weighted-average assumptions were used for warrants granted during the three months ended March 31, 2023 and 2022:

	Three Months Ended
	March 31,
	2023		2022
Exercise price	$0.0001 - $0.0008		$0.0001 - $0.0008
Expected term	2.67 years		3.55 years
Expected average volatility	204% - 341%		245% - 365%
Expected dividend yield		-		-
Risk-free interest rate	3.81% - 4.64%		2.28% - 2.45%

The following table summarizes information relating to outstanding and exercisable warrants as of March 31, 2023:

Warrants Outstanding					Warrants Exercisable
	Weighted Average
Number	Remaining Contractual		Weighted Average		Number		Weighted Average
of Shares	life (in years)		Exercise Price		of Shares		Exercise Price
5,637,133,523		2.67	$	0.0001		5,048,386,857	$	0.0001

10

Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants at March 31, 2023 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of March 31, 2023, the aggregate intrinsic value of warrants outstanding was approximately $976,677 based on the closing market price of $0.0003 on March 31, 2023.

The Company determined that the warrants qualify for derivative accounting as a result of the related issuance of the convertible notes. As of March 31, 2023 and December 31, 2022, the Company valued the fair value on the 5,637,133,523 units units of common stock purchase warrants granted at $1,642,540and $1,683,773 based on Black-Scholes option valuation model, respectively.

NOTE 6 – PROMISSORY NOTES

The Company had the following promissory notes payable as at March 31, 2023 and December 31, 2022:

	March 31, 2023		December 31, 2022
Promissory Notes to Auctus Fund	$	365,000	$	340,000
Total Promissory Notes	$	365,000	$	340,000

On March 4, 2021, the Company entered into an agreement with Auctus Fund, LLC to issue a senior secured promissory note of $300,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on March 4, 2022. In conjunction with the convertible note, the Company issued warrants to purchase 150,000,000 shares of common stock, exercisable for five years from issuance at $0.002 per share and returnable warrants to purchase 150,000,000 shares of common stock, exercisable for five years form issuance at $0.002 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date. (See Note 5) The note was discounted for original issued discount of $35,000 and a derivative on warrants of $265,000 for an aggregate discount of $300,000, which is being amortized over the life of the note using the effective interest method resulting in $248,077 of debt discount amortization for the year ended December 31, 2021. As of March 31, 2023 and December 31, 2022, the note is presented at $300,000, net of debt discount of $0.

On December 6, 2021, the Company entered into an agreement with Auctus Fund, LLC to issue a senior secured promissory note of $40,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on December 6, 2022. In conjunction with the convertible note, the Company issued first common stock purchased warrants to purchase 50,000,000 shares of common stock, exercisable for five years from issuance at $0.0008 per share and second common stock purchased warrants to purchase 50,000,000 shares of common stock, exercisable for five years form issuance at $0.0008 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date. (See Note 5) The note was discounted for original issued discount of $9,000 and a derivative on warrants of $31,000 for an aggregate discount of $40,000, which is being amortized over the life of the note using the effective interest method resulting in $2,740 of debt discount amortization for the year ended December 31, 2021. As of  March 31, 2023 and December 31, 2022, the note is presented at $40,000, net of debt discount of $0.

On January 4, 2023, the Company entered into an agreement with Auctus Fund, LLC to issue a senior secured promissory note of $25,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on January 4, 2024.

During the three months ended March 31, 2023 and 2022, interest expense of $13,726 and $13,019 was incurred on the promissory notes. As of March 31, 2023 and December 31, 2022, accrued interest payable on the promissory note was $99,535 and $85,809, respectively.

11

NOTE 7 - CONVERTIBLE NOTES

The Company had the following unsecured convertible notes payable as at March 31, 2023 and December 31, 2022:

	March 31, 2023		December 31, 2022
Convertible Promissory Notes to Auctus Fund	$	602,119	$	584,730
Total Convertible Debts	$	602,119	$	584,730

Promissory Notes Payable to Auctus Fund

Auctus #1

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

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

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

During the year ended December 31, 2019, principal of $40,241 and accrued interest of $1,153 were converted into 1,066,179,950 shares of common stock.

During the year ended December 31, 2020, accrued interest of $12,717 were converted into 317,919,774 shares of common stock.

During the year ended December 31, 2021, principal of $3,746 and accrued interest of $5,834 were converted into 239,266,512 shares of common stock.

As of March 31, 2023 and December 31, 2022, the note is presented net of a debt discount of $1,265 and $1,265, respectively.

This note is currently in default.

Auctus #2

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

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

During the year ended December 31, 2021, principal of $76,750 and accrued interest of $83,128 were converted into 288,590,075 shares of common stock.

As of March 31, 2023 and December 31, 2022, the notes were fully paid off through the issuance of common stock.

12

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 March 31, 2023 and December 31, 2022, the note is presented net of a debt discount of $50,745.

This note is currently in default.

Auctus #4

On November 2, 2017, the Company entered into an agreement to issue a convertible promissory note of $53,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on August 2, 2018. The conversion price shall be equal to 50% of the lowest trading price of the Company’s common stock during the 25 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. The note was discounted for a derivative and the discount of $53,000 is being amortized over the life of the note using the effective interest method. Total of $41,546 and $11,454 of the discount was recorded as interest expense for the year ended December 31, 2018 and the year ended December 31, 2017. On February 23, 2018, EMA Financial LLC and Auctus Fund, LLC each made repayment to Crown Bridge Partners, LLC on behalf of the Company at $5,636.04 to settle the total outstanding principal and accrued penalty amount at $11,272.08 of the $40,000 convertible note. As a result, the principal amount of the $53,000 convertible note increased to $58,636.04.

During the year ended December 31, 2021, principal of $58,636 and accrued interest of $52,583 were converted into 166,178,366 shares of common stock.

As of March 31, 2023, the notes were fully paid off through the issuance of common stock.

Auctus #5

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

13

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

As of March 31, 2023 and December 31, 2022,, the note is presented net of a debt discount of $30,000.

This note is currently in default.

Auctus #6

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

As of March 31, 2023 and December 31, 2022, the note is presented net of a debt discount of $48,500.

This note is currently in default.

Auctus #7

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

As of March 31, 2023 and December 31, 2022, the note is presented net of a debt discount of $62,500.

This note is currently in default.

Auctus#8

On October 23, 2019, the Company entered into an agreement to issue a convertible promissory note of $100,000 to the unrelated party, which bears interest at 12% per annum and matures nine months from issue date. The conversion price shall be equal to the lesser of (i) 50% multiplied by the lowest Trading Price during the previous twenty-five Trading Day period ending on the latest complete Trading Day prior to the date of this Note and (ii) the Variable Conversion Price, that is 50% multiplied by the Market Price, being the lowest Trading Price for the Common Stock during the twenty-five Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The note was discounted for a derivative and the discount of $100,000 is being amortized over the life of the note using the effective interest method resulting in $25,182 of interest expense for the year ended December 31, 2019. In conjunction with the convertible note, the Company issued warrants to purchase 50,000,000 shares of common stock, exercisable for five years from issuance at $0.0001 per share. During the year ended December 31, 2022, the Company issued 176,411,500 shares of common stock for the exercise of 201,613,143 units of share purchase warrants. As of March 31, 2023, the outstanding units of warrants was 298,398,857.

As of March 31, 2023 and December 31, 2022, the note is presented net of a debt discount of $100,000.

This note is currently in default.

14

Auctus#9

On August 4, 2020, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $31,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on August 4, 2021. The note is to be repaid by six equal payments commencing on the sixth month anniversary of issuance and due monthly thereafter. The conversion price shall be equal to the lesser of (i) the lowest Trading Price during the previous five trading date period ending on the latest completed trading Day prior to the date of this Note and (ii) Variable Conversion Price, that is Market Price being the volume weighted average price (VWAP) for the Common Stock during the five trading day period ending on the latest complete trading day prior to the conversion date. The note was discounted for a derivative and the discount of $31,000 is being amortized over the life of the note using the effective interest method. In conjunction with the convertible note, the Company issued warrants to purchase 206,666,666 shares of common stock, exercisable for five years from issuance at $0.0003 per share.

As of March 31, 2023 and December 31, 2022, the note is presented net of a debt discount of $31,000.

This note is currently in default.

Auctus#10

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

As of March 31, 2023 and December 31, 2022, the note is presented net of a debt discount of $225,000.

This note is currently in default.

Auctus#13

On May 12, 2022, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $52,000 to the unrelated party, which bears interest at 12% of the principal amount. The convertible promissory note matures on May 12, 2023. The note is convertible into common shares of $0.0005 per share. The note was discounted for a derivative and the discount of $52,000 is being amortized over the life of the note using the effective interest method. During the three months ended March 31, 2023, the amortization of note discount was $12,822. As of March 31, 2023 the unamortized note discount was $6,553. In conjunction with the convertible note, the Company issued warrants to purchase 104,000,000 shares of common stock (“First Warrant”), exercisable for five years from issuance at $0.0005 per share and warrants to purchase 104,000,000 shares of common stock (“Second Warrant”), exercisable for five years form issuance at $0.0005 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.

As of March 31, 2023 and December 31, 2022, the note is presented net of a debt discount of $45,447 and $32,625, respectively.

15

Auctus#14

On October 31, 2022, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $18,520. The convertible promissory note matures on October 31, 2023 and bears annual interest rate at 12%. The note is convertible into common shares of $0.0005 per share. The note was discounted for a derivative and the discount of $18,520 is being amortized over the life of the note using the effective interest method. During the three months ended March 31, 2023, the amortization of note discount was $4,267. As of March 31, 2023 the unamortized note discount was $10,858. In conjunction with the convertible note, the Company issued warrants to purchase 37,040,000 shares of common stock (“First Warrant”), exercisable for five years from issuance at $0.0005 per share and warrants to purchase 104,000,000 shares of common stock (“Second Warrant”), exercisable for five years form issuance at $0.0005 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.

As of March 31, 2023 and December 31, 2022, the note is presented net of a debt discount of $7,662 and $3,095, respectively.

Accrued interest on convertible notes

During the three months ended March 31, 2023 and 2022, interest expense of $40,468 and $37,686 was incurred on convertible notes, respectively. As of March 31, 2023 and December 31, 2022, accrued interest payable on convertible notes was $397,548 and $357,080, respectively.

NOTE 8 - DERIVATIVE LIABILITY

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

The following table summarizes the derivative liabilities included in the balance sheet at March 31, 2023:

Balance - December 31, 2022	$	2,967,243
Loss (Gain) on change in fair value of the derivative		(59,810	)
Balance – March 31, 2023	$	2,907,433

The following table summarizes the loss (gain) on derivative liability included in the income statement for the three months ended March 31, 2023 and 2022, respectively.

	Three Months Ended
	March 31,			March 31,
	2023			2022
Loss (Gain) on change in fair value of derivative liabilities on convertible notes and warrants	$	(59,810	)	$	(976,124	)
Loss (Gain) on change in fair value of derivative liabilities	$	(59,810	)	$	(976,124	)

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

	Three Months Ended
	March 31,		March 31,
	2023		2022
Expected term	0.13 - 0.59 years		0.49 years
Expected average volatility	230% - 246%		337% - 472%
Expected dividend yield		-		-
Risk-free interest rate	4.74% - 4.94%		0.03% - 0.05%

NOTE 9 - RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2023, the Company accrued $30,000 of salary payable to the Director of the Company and paid $5,000 owing to him for the accrued salaries. During the three months ended March 31, 2023, the Director of the Company advanced $900 to the Company.

During the three months ended March 31, 2022, the Company accrued $30,000 of salary payable to the Director of the Company and paid $12,500 owing to him for the accrued salaries.

As of March 31, 2023 and December 31, 2022, amount due to the related party was $568,568 and $542,668, respectively.

NOTE 10 - SUBSEQUENT EVENTS

In accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to March 31, 2023 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements. 

16

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

FORWARD-LOOKING STATEMENTS

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

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

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

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

General Overview

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

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

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

We do not have any subsidiaries.

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

17

Our Current Business

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

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

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

Recent Business Development

In May, 2023 we signed a license deal with Tubi, a streaming platform owned by Fox that has 64 million active monthly users. On June 1 they uploaded a single event, LFC21, which received more than 830,000 views in June. As of July 1 they had added 12 more events and plan to add the rest in August.

Over the past year we have seen a massive increase in the popularity of our YouTube Channel, which now has nearly 600,000 subscribers. Our most recent event, LFC37, has been viewed more than 3.7 million times on the channel and is generating monthly revenues of nearly $10,000.

On February 14 we held LFC37: Back to the Mansion at the Sapphire Showroom in Las Vegas.

On May 5, 2021, we were booked to perform three events at the Sturgis Buffalo Chip during the closing weekend of the 2021 Sturgis Motorcycle Rally in Sturgis, SD. LFC32, LFC33 & LFC34 were very well attended.

On June 21, 2021, we have partnered with Agape Impetus Dunamis Ministries (AIDM) as one of the league’s principal sponsors at their 3 upcoming events at the Sturgis Motorcycle Rally. The California-based ministry created an inspirational design which will adorn the LFC ring during the league’s events on the closing weekend of the Rally which is expected to draw as many as 750,000 bike enthusiasts.

In July 2021, we were approached by a company called Scuffle LLC who specialize in launching Roku channels. We have partnered with them to launch our own channel we'll be calling "LFC Network". The channel will carry our past events, our reality series and several new series we plan to create. It will be similar in scope to WWE Network. It will be funded by a combination of subscription fees, advertisers and sponsors, both self generated and placed by Roku itself.

On August 27, 2021, we announced LFC35: Booty Camp 3D which would take place Halloween in Las Vegas and would be shot using 360 degree virtual reality cameras.

On September 1, 2021, we announced the launch of LFC Madness 2, a follow-up to our first LFC Madness bracket style virtual tournament. Once again the two prospects with the most votes would fight each other at LFC35 and each would receive a $1200 diamond bracelet courtesy Boston Diamonds & Bling.

On October 1, 2021, LFC Network was launched on schedule on Roku.

On October 19, 2021, we launched our own branded CBD pain relief cream called 'LFC True Relief'. The product is available for sale on our site.

18

Results of Operations

Three months ended March 31, 2023 as compared to the three months ended March 31, 2022

Our operating results for the three months ended March 31, 2023 and 2022, and the changes between those periods for the respective items are summarized as follows:

	Three Months Ended
	March 31,						Changes
Statement of Operations Data:	2023			2022			Amount			%
Revenue	$	25,195		$	21,165		$	4,030			19	%
Cost of services		(24,846	)		-			(24,846	)		100	%
Gross profit		349			21,165			(20,816	)	(98%)
Total operating expenses		(60,702	)		(80,812	)		20,110		(25%)
Other income (expense)		(11,773	)		863,633			(875,406	)	(101%)
Net income (loss)	$	(72,126	)	$	803,986		$	(876,112	)	(109%)

Revenues

We generated revenues of $25,195 and $21,165 for the three ended March 31, 2023 and 2022, respectively. The Company’s revenue derives from the development, promotion and distribution of our live events, televised entertainment programming and site subscription. The increase in revenues was attributed to an increase in advertising revenue during the quarter.

Cost of Services

We incurred total cost of services of $924,846 and $0 for the three months ended March 31, 2023 and 2022, respectively. The cost of services incurred consist of labor, material, equipment and subcontractor expenses.

Operating Expenses

We incurred total operating expenses of $60,702 and $80,812 for the three months ended March 31, 2023 and 2022, respectively. The decrease in operating expenses was primarily due to the decrease in professional fees.

Other Income (Expenses)

We incurred total other expense of $11,773 and recognized total other income of $863,633 for the three months ended March 31, 2023 and 2022, respectively. During the three months ended March 31, 2023 and 2022, the Company recognized gain on changes in fair value of derivatives from the convertible notes and warrants of $11,773 and $863,633, respectively.

Net Income (Loss)

We incurred net loss of $72,126 and recognized net income of $803,986 during the three months ended March 31, 2023 and 2022, respectively. The increase in net loss was mainly due to the decrease in other income.

Liquidity and Capital Resources

	March 31,			December 31,			Changes
Working Capital Data:	2023			2022			Amount			%
Current Assets	$	807		$	10,009		$	(9,202	)	(92%)
Current Liabilities	$	4,977,551		$	4,914,627			62,924			1	%
Working Capital Deficiency	$	(4,976,744	)	$	(4,904,618	)		(72,126	)		1	%

At March 31, 2023, we had a working capital deficiency of $4,976,744 and an accumulated deficit of $10,015,563. 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, 2023.

19

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 three months ended March 31, 2023 and 2022:

	Three Months Ended
	March 31,						Changes
Cash Flows Data:	2023			2022			Amount			%
Cash Flows used in Operating Activities	$	(35,102	)	$	(19,684	)	$	(15,418	)		78	%
Cash Flows provided by Financing Activities		25,900			-			25,900			100	%
Net decrease in cash during period	$	(9,202	)	$	(19,684	)	$	10,482		(53%)

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities.

During the three months ended March 31, 2023, net cash flows used in operating activities was $35,102, consisting of a net loss of $72,126, increased by gain on change in fair value of derivative liabilities of $59,810, and decreased by amortization of debt discount of $17,389 and net changes in operating assets and liabilities of $79,445. 

During the three months ended March 31, 2022, net cash flows used in operating activities was $19,684, consisting of a net income of $803,985, decreased by gain on change in fair value of derivative liabilities of $976,124, increased by amortization of debt discount of $61,786 and net changes in operating assets and liabilities of $90,669. 

Cash Flows from Investing Activities

There were no investing activities during the three months ended March 31, 2023 and 2022.

Cash Flows from Financing Activities

During the three months ended March 31, 2023, net cash provided by financing activities was $$25,900 through proceeds from issuance of a promissory note of $25,000 and advancement from the director of the Company of $900.

During the three months ended March 31, 2022, there was no financing activities.

Off-Balance Sheet Arrangements

As of March 31, 2023, we had no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

Disclosure Controls and Procedures

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

Changes in Internal Control Over Financial Reporting

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

20

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

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

Item 1A. Risk Factors

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

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

None.

Item 3. Defaults Upon Senior Securities

As of March 31, 2023, total note payable amount of $549,010 in default as follows:

	Issuance date	Expire date	Amount at default
Auctus#1	5/20/2016	2/20/2017	$	1,265
Auctus#3	11/27/2017	3/20/2018	$	50,745
Auctus#4	11/2/2017	8/2/2018	$	0
Auctus#5	3/7/2018	12/7/2018	$	30,000
Auctus#6	7/9/2018	4/9/2019	$	48,500
Auctus#7	3/22/2019	12/22/2019	$	62,500
Auctus#8	10/23/2019	7/23/2020	$	100,000
Auctus#9	8/11/2020	8/11/2021	$	31,000
Auctus#10	11/9/2020	11/9/2021	$	225,000
			$	549,010

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

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

______________

* Filed herewith.

22

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: July 18, 2023	/s/ Shaun Donnelly
	Shaun Donnelly
	Chief Executive Officer, Chief Financial Officer and Director
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the dates indicated.

Signature	Title	Date
/s/ Shaun Donnelly	Chief Executive Officer (Principal Executive Officer), Chief Financial	July 18, 2023
Shaun Donnelly	Officer (Principal Financial and Accounting Officer), and Director

23

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Shaun Donnelly, President of Lingerie Fighting Championship, Inc. certify that:

1. I have reviewed this Form 10-Q of Lingerie Fighting Championship, Inc. (the “Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of 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 control and procedures to be designed under my supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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;

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; and

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: July 18, 2023

/s/Shaun Donnelly,

Shaun Donnelly,

Chief Executive Officer (Principal Executive Officer),

Chief Financial Officer (Principal Financial and

Accounting Officer), and Director

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

In connection with the Annual Report of Lingerie Fighting Championship, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2023 as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1. 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 the Company.

Date: July 18, 2023

/s/Shaun Donnelly,

Shaun Donnelly,

Chief Executive Officer (Principal Executive Officer),

Chief Financial Officer (Principal Financial and

Accounting Officer), and Director

XML

Cover - shares	3 Months Ended
	Mar. 31, 2023	Jul. 15, 2023
Cover [Abstract]
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	No
Document Period End Date	Mar. 31, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Entity Common Stock Shares Outstanding		3,711,714,036
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-55498
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	20-8009362
Entity Interactive Data Current	No
Entity Address Address Line 1	6955 North Durango Drive
Entity Address Address Line 2	Suite 1115-129
Entity Address City Or Town	Las Vegas
Entity Address State Or Province	NV
Entity Address Postal Zip Code	89149
City Area Code	702
Local Phone Number	505-0743

XML

BALANCE SHEETS - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current Assets
Cash and cash equivalents	$ 807	$ 10,009
Total Current Assets	807	10,009
Current Liabilities
Accounts payable and accrued liabilities	37,349	37,098
Accounts payable - related party	568,568	542,668
Accrued interest payable	497,082	442,888
Promissory notes, net	365,000	340,000
Convertible notes, net of $17,412 and $34,800 debt discount, respectively	602,119	584,730
Derivative liabilities	2,907,433	2,967,243
Total Current Liabilities	4,977,551	4,914,627
STOCKHOLDERS' DEFICIT
Preferred stock, par value $0.001 per share, 10,000,000 shares authorized, 51 shares issued and outstanding	0	0
Common stock, par value $0.001 per share, 5,000,000,000 shares authorized, 3,711,714,036 shares issued and outstanding	3,711,715	3,711,715
Additional paid-in capital	1,327,104	1,327,104
Accumulated deficit	(10,015,563)	(9,943,437)
Total stockholders' deficit	(4,976,744)	(4,904,618)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 807	$ 10,009

XML

BALANCE SHEETS (Parenthetical) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
BALANCE SHEETS
Convertible notes, debt discount	$ 17,412	$ 34,800
Preferred stock par value (in dollars per share)	$ 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, Par value	$ 0.001	$ 0.001
Common stock, shares authorized	5,000,000,000	5,000,000,000
Common stock, shares issued	3,711,714,036	3,711,714,036
Common stock, shares outstanding	3,711,714,036	3,711,714,036

XML

STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
STATEMENTS OF OPERATIONS (UNAUDITED)
Revenue	$ 25,195	$ 21,165
Cost of services	24,846	0
GROSS PROFIT	349	21,165
OPERATING EXPENSES
Selling, general and administrative expenses	18,104	14,912
Professional fees	12,598	35,900
Management salaries	30,000	30,000
Total Operating Expenses	60,702	80,812
OPERATING LOSS	(60,353)	(59,647)
OTHER INCOME (EXPENSE)
Interest expense	(71,583)	(112,491)
Gain on change in fair value of derivative liabilities	59,810	976,124
Total Other Income (Expense)	(11,773)	863,633
NET INCOME (LOSS)	$ (72,126)	$ 803,986
Basic and Diluted Income (Loss) per Common Share	$ (0.00)	$ 0.00
Diluted Earnings (Loss) per Common Share	$ (0.00)	$ 0.00
Basic and Diluted Weighted Average Shares of Common Stock Outstanding	3,711,714,036	3,535,302,536
Diluted Weighted Average Shares of Common Stock Outstanding	11,262,253,844	9,668,593,425

XML

STATEMENTS OF STOCKHOLDERS DEFICIT (UNAUDITED) - USD ($)	Total	Preferred Shares	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance, shares at Dec. 31, 2021		51	3,535,302,536
Balance, amount at Dec. 31, 2021	$ (6,798,809)	$ 0	$ 3,535,303	$ 1,387,030	$ (11,721,142)
Net income (loss)	803,985	$ 0	$ 0	0	803,985
Balance, shares at Mar. 31, 2022		51	3,535,302,536
Balance, amount at Mar. 31, 2022	(5,994,824)	$ 0	$ 3,535,303	1,387,030	(10,917,157)
Balance, shares at Dec. 31, 2022		51	3,711,714,036
Balance, amount at Dec. 31, 2022	(4,904,618)	$ 0	$ 3,711,715	1,327,104	(9,943,437)
Net income (loss)	(72,126)	$ 0	$ 0	0	(72,126)
Balance, shares at Mar. 31, 2023		51	3,711,714,036
Balance, amount at Mar. 31, 2023	$ (4,976,744)	$ 0	$ 3,711,715	$ 1,327,104	$ (10,015,563)

XML

STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (72,126)	$ 803,985
Adjustments to reconcile net loss to net cash used in operating activities:
Loss (Gain) on change in fair value of derivative liabilities	(59,810)	(976,124)
Amortization of debt discount	17,389	61,786
Changes in operating assets and liabilities:
Accounts payable - related party	25,000	17,500
Accounts payable and accrued liabilities	251	22,464
Accrued interest payable	54,194	50,705
Net cash used in operating activities	(35,102)	(19,684)
CASH FLOWS FROM INVESTING ACTIVITIES	0	0
CASH FLOWS FROM FINANCING ACTIVITIES
Advancement from related party	900	0
Proceeds from promissory notes	25,000	0
Net cash provided by financing activities	25,900	0
Net decrease in cash and cash equivalents	(9,202)	(19,684)
Cash and cash equivalents - beginning of period	10,009	34,481
Cash and cash equivalents - end of period	807	14,797
Supplemental Cash Flow Disclosures
Cash paid for interest	0	0
Cash paid for income taxes	$ 0	$ 0

XML

ORGANIZATION AND NATURE OF BUSINESS

3 Months Ended

Mar. 31, 2023

ORGANIZATION AND NATURE OF BUSINESS

ORGANIZATION AND NATURE OF BUSINESS

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

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

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

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BASIS OF PRESENTATION AND ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2023

BASIS OF PRESENTATION AND ACCOUNTING POLICIES

BASIS OF PRESENTATION AND ACCOUNTING POLICIES

NOTE 2 – BASIS OF PRESENTATION AND ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company uses the accrual basis of accounting and has adopted a December 31 fiscal year end.

Use of Estimates

The preparation of financial statements in conformity with 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 $807 and $10,009 in cash and cash equivalents as at March 31, 2023 and December 31, 2022, respectively.

Revenue Recognition

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

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

The Company’s revenue derives from the development, promotion and distribution of live events and televised entertainment programming and also through sponsorship and site subscription. For the three months ended March 31, 2023 and 2022, the Company recognized revenue of $25,195 and $21,165 and incurred cost of sales of $24,846 and $0, resulting in gross profit of $349 and $21,165, 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 three months ended March 31, 2023 and 2022, convertible notes and warrants were dilutive instruments and were included in the calculation of diluted earnings per share.

	March 31,		March 31,
	2023		2022
	(Shares)		(Shares)
Convertible notes payable		4,284,948,570		1,704,957,556
Warrants		3,265,591,238		4,428,333,333
		7,550,539,808		6,133,290,889

Related Party Balances and Transactions

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

Convertible Instruments and Derivatives

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

Share-Based Compensation

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

Fair Value Measurement

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

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

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

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

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

The following table summarizes fair value measurement by level at March 31, 2023 and December 31, 2022, measured at fair value on a recurring basis:

March 31, 2023	Level 1		Level 2		Level 3		Total
Assets
None		-		-		-		-
Liabilities
Derivative liabilities		-		-		2,907,433		2,907,433

December 31, 2022	Level 1		Level 2		Level 3		Total
Assets
None		-		-		-		-
Liabilities
Derivative liabilities		-		-		2,967,243		2,967,243

Recent Accounting Pronouncements

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

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. For the Company, the new standard was effective on January 1, 2021 and the adoption of this guidance to have a material impact on our financial statements.

Management has considered all other recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

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GOING CONCERN

3 Months Ended

Mar. 31, 2023

GOING CONCERN

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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STOCKHOLDERS DEFICIT

3 Months Ended

Mar. 31, 2023

STOCKHOLDERS DEFICIT

STOCKHOLDERS DEFICIT

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 March 31, 2023 and December 31, 2022, respectively.

Common Stock

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

During the year ended December 31, 2022, the Company issued 176,411,500 shares of common stock for the exercise of 201,613,143 units of share purchase warrants.

As of March 31, 2023 and December 31, 2022, the shares of common stock issued and outstanding was 3,711,714,036 respectively

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WARRANTS

3 Months Ended

Mar. 31, 2023

WARRANTS

WARRANTS

NOTE 5 – WARRANTS

The below table summarizes the activity of warrants exercisable for shares of common stock during the three months ended March 31, 2023 and year ended December 31, 2022:

	Number of Shares			Weighted- Average Exercise Price
Balances as of December 31, 2021		5,556,666,666		$	0.0001
Granted		282,080,000			0.0005
Redeemed		-			-
Exercised		(201,613,143	)		0.0001
Forfeited		-			-
Balances as of December 31, 2022		5,637,133,523		$	0.0001
Granted		-			-
Redeemed		-			-
Exercised		-			-
Forfeited		-			-
Balances as of March 31, 2023		5,637,133,523		$	0.0001

During the year ended December 31, 2022, the Company issued 176,411,500 shares of common stock for the exercise of 201,613,143 units of share purchase warrants.

The fair value of each warrant on the date of grant is estimated using the Black-Scholes option valuation model. The following weighted-average assumptions were used for warrants granted during the three months ended March 31, 2023 and 2022:

	Three Months Ended
	March 31,
	2023		2022
Exercise price	$0.0001 - $0.0008		$0.0001 - $0.0008
Expected term	2.67 years		3.55 years
Expected average volatility	204% - 341%		245% - 365%
Expected dividend yield		-		-
Risk-free interest rate	3.81% - 4.64%		2.28% - 2.45%

The following table summarizes information relating to outstanding and exercisable warrants as of March 31, 2023:

Warrants Outstanding					Warrants Exercisable
	Weighted Average
Number	Remaining Contractual		Weighted Average		Number		Weighted Average
of Shares	life (in years)		Exercise Price		of Shares		Exercise Price
5,637,133,523		2.67	$	0.0001		5,048,386,857	$	0.0001

Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants at March 31, 2023 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of March 31, 2023, the aggregate intrinsic value of warrants outstanding was approximately $976,677 based on the closing market price of $0.0003 on March 31, 2023.

The Company determined that the warrants qualify for derivative accounting as a result of the related issuance of the convertible notes. As of March 31, 2023 and December 31, 2022, the Company valued the fair value on the 5,637,133,523 units units of common stock purchase warrants granted at $1,642,540and $1,683,773 based on Black-Scholes option valuation model, respectively.

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PROMISSORY NOTES

3 Months Ended

Mar. 31, 2023

PROMISSORY NOTES

PROMISSORY NOTES

NOTE 6 – PROMISSORY NOTES

The Company had the following promissory notes payable as at March 31, 2023 and December 31, 2022:

	March 31, 2023		December 31, 2022
Promissory Notes to Auctus Fund	$	365,000	$	340,000
Total Promissory Notes	$	365,000	$	340,000

On March 4, 2021, the Company entered into an agreement with Auctus Fund, LLC to issue a senior secured promissory note of $300,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on March 4, 2022. In conjunction with the convertible note, the Company issued warrants to purchase 150,000,000 shares of common stock, exercisable for five years from issuance at $0.002 per share and returnable warrants to purchase 150,000,000 shares of common stock, exercisable for five years form issuance at $0.002 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date. (See Note 5) The note was discounted for original issued discount of $35,000 and a derivative on warrants of $265,000 for an aggregate discount of $300,000, which is being amortized over the life of the note using the effective interest method resulting in $248,077 of debt discount amortization for the year ended December 31, 2021. As of March 31, 2023 and December 31, 2022, the note is presented at $300,000, net of debt discount of $0.

On December 6, 2021, the Company entered into an agreement with Auctus Fund, LLC to issue a senior secured promissory note of $40,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on December 6, 2022. In conjunction with the convertible note, the Company issued first common stock purchased warrants to purchase 50,000,000 shares of common stock, exercisable for five years from issuance at $0.0008 per share and second common stock purchased warrants to purchase 50,000,000 shares of common stock, exercisable for five years form issuance at $0.0008 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date. (See Note 5) The note was discounted for original issued discount of $9,000 and a derivative on warrants of $31,000 for an aggregate discount of $40,000, which is being amortized over the life of the note using the effective interest method resulting in $2,740 of debt discount amortization for the year ended December 31, 2021. As of  March 31, 2023 and December 31, 2022, the note is presented at $40,000, net of debt discount of $0.

On January 4, 2023, the Company entered into an agreement with Auctus Fund, LLC to issue a senior secured promissory note of $25,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on January 4, 2024.

During the three months ended March 31, 2023 and 2022, interest expense of $13,726 and $13,019 was incurred on the promissory notes. As of March 31, 2023 and December 31, 2022, accrued interest payable on the promissory note was $99,535 and $85,809, respectively.

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CONVERTIBLE NOTES

3 Months Ended

Mar. 31, 2023

CONVERTIBLE NOTES

CONVERTIBLE NOTES

NOTE 7 - CONVERTIBLE NOTES

The Company had the following unsecured convertible notes payable as at March 31, 2023 and December 31, 2022:

	March 31, 2023		December 31, 2022
Convertible Promissory Notes to Auctus Fund	$	602,119	$	584,730
Total Convertible Debts	$	602,119	$	584,730

Promissory Notes Payable to Auctus Fund

Auctus #1

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

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

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

During the year ended December 31, 2019, principal of $40,241 and accrued interest of $1,153 were converted into 1,066,179,950 shares of common stock.

During the year ended December 31, 2020, accrued interest of $12,717 were converted into 317,919,774 shares of common stock.

During the year ended December 31, 2021, principal of $3,746 and accrued interest of $5,834 were converted into 239,266,512 shares of common stock.

As of March 31, 2023 and December 31, 2022, the note is presented net of a debt discount of $1,265 and $1,265, respectively.

This note is currently in default.

Auctus #2

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

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

During the year ended December 31, 2021, principal of $76,750 and accrued interest of $83,128 were converted into 288,590,075 shares of common stock.

As of March 31, 2023 and December 31, 2022, the notes were fully paid off through the issuance of common stock.

Auctus #3

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

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

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

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

As of March 31, 2023 and December 31, 2022, the note is presented net of a debt discount of $50,745.

This note is currently in default.

Auctus #4

On November 2, 2017, the Company entered into an agreement to issue a convertible promissory note of $53,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on August 2, 2018. The conversion price shall be equal to 50% of the lowest trading price of the Company’s common stock during the 25 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. The note was discounted for a derivative and the discount of $53,000 is being amortized over the life of the note using the effective interest method. Total of $41,546 and $11,454 of the discount was recorded as interest expense for the year ended December 31, 2018 and the year ended December 31, 2017. On February 23, 2018, EMA Financial LLC and Auctus Fund, LLC each made repayment to Crown Bridge Partners, LLC on behalf of the Company at $5,636.04 to settle the total outstanding principal and accrued penalty amount at $11,272.08 of the $40,000 convertible note. As a result, the principal amount of the $53,000 convertible note increased to $58,636.04.

During the year ended December 31, 2021, principal of $58,636 and accrued interest of $52,583 were converted into 166,178,366 shares of common stock.

As of March 31, 2023, the notes were fully paid off through the issuance of common stock.

Auctus #5

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

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

As of March 31, 2023 and December 31, 2022,, the note is presented net of a debt discount of $30,000.

This note is currently in default.

Auctus #6

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

As of March 31, 2023 and December 31, 2022, the note is presented net of a debt discount of $48,500.

This note is currently in default.

Auctus #7

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

As of March 31, 2023 and December 31, 2022, the note is presented net of a debt discount of $62,500.

This note is currently in default.

Auctus#8

On October 23, 2019, the Company entered into an agreement to issue a convertible promissory note of $100,000 to the unrelated party, which bears interest at 12% per annum and matures nine months from issue date. The conversion price shall be equal to the lesser of (i) 50% multiplied by the lowest Trading Price during the previous twenty-five Trading Day period ending on the latest complete Trading Day prior to the date of this Note and (ii) the Variable Conversion Price, that is 50% multiplied by the Market Price, being the lowest Trading Price for the Common Stock during the twenty-five Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The note was discounted for a derivative and the discount of $100,000 is being amortized over the life of the note using the effective interest method resulting in $25,182 of interest expense for the year ended December 31, 2019. In conjunction with the convertible note, the Company issued warrants to purchase 50,000,000 shares of common stock, exercisable for five years from issuance at $0.0001 per share. During the year ended December 31, 2022, the Company issued 176,411,500 shares of common stock for the exercise of 201,613,143 units of share purchase warrants. As of March 31, 2023, the outstanding units of warrants was 298,398,857.

As of March 31, 2023 and December 31, 2022, the note is presented net of a debt discount of $100,000.

This note is currently in default.

Auctus#9

On August 4, 2020, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $31,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on August 4, 2021. The note is to be repaid by six equal payments commencing on the sixth month anniversary of issuance and due monthly thereafter. The conversion price shall be equal to the lesser of (i) the lowest Trading Price during the previous five trading date period ending on the latest completed trading Day prior to the date of this Note and (ii) Variable Conversion Price, that is Market Price being the volume weighted average price (VWAP) for the Common Stock during the five trading day period ending on the latest complete trading day prior to the conversion date. The note was discounted for a derivative and the discount of $31,000 is being amortized over the life of the note using the effective interest method. In conjunction with the convertible note, the Company issued warrants to purchase 206,666,666 shares of common stock, exercisable for five years from issuance at $0.0003 per share.

As of March 31, 2023 and December 31, 2022, the note is presented net of a debt discount of $31,000.

This note is currently in default.

Auctus#10

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

As of March 31, 2023 and December 31, 2022, the note is presented net of a debt discount of $225,000.

This note is currently in default.

Auctus#13

On May 12, 2022, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $52,000 to the unrelated party, which bears interest at 12% of the principal amount. The convertible promissory note matures on May 12, 2023. The note is convertible into common shares of $0.0005 per share. The note was discounted for a derivative and the discount of $52,000 is being amortized over the life of the note using the effective interest method. During the three months ended March 31, 2023, the amortization of note discount was $12,822. As of March 31, 2023 the unamortized note discount was $6,553. In conjunction with the convertible note, the Company issued warrants to purchase 104,000,000 shares of common stock (“First Warrant”), exercisable for five years from issuance at $0.0005 per share and warrants to purchase 104,000,000 shares of common stock (“Second Warrant”), exercisable for five years form issuance at $0.0005 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.

As of March 31, 2023 and December 31, 2022, the note is presented net of a debt discount of $45,447 and $32,625, respectively.

Auctus#14

On October 31, 2022, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $18,520. The convertible promissory note matures on October 31, 2023 and bears annual interest rate at 12%. The note is convertible into common shares of $0.0005 per share. The note was discounted for a derivative and the discount of $18,520 is being amortized over the life of the note using the effective interest method. During the three months ended March 31, 2023, the amortization of note discount was $4,267. As of March 31, 2023 the unamortized note discount was $10,858. In conjunction with the convertible note, the Company issued warrants to purchase 37,040,000 shares of common stock (“First Warrant”), exercisable for five years from issuance at $0.0005 per share and warrants to purchase 104,000,000 shares of common stock (“Second Warrant”), exercisable for five years form issuance at $0.0005 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.

As of March 31, 2023 and December 31, 2022, the note is presented net of a debt discount of $7,662 and $3,095, respectively.

Accrued interest on convertible notes

During the three months ended March 31, 2023 and 2022, interest expense of $40,468 and $37,686 was incurred on convertible notes, respectively. As of March 31, 2023 and December 31, 2022, accrued interest payable on convertible notes was $397,548 and $357,080, respectively.

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DERIVATIVE LIABILITY

3 Months Ended

Mar. 31, 2023

DERIVATIVE LIABILITY

DERIVATIVE LIABILITY

NOTE 8 - DERIVATIVE LIABILITY

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

The following table summarizes the derivative liabilities included in the balance sheet at March 31, 2023:

Balance - December 31, 2022	$	2,967,243
Loss (Gain) on change in fair value of the derivative		(59,810	)
Balance – March 31, 2023	$	2,907,433

The following table summarizes the loss (gain) on derivative liability included in the income statement for the three months ended March 31, 2023 and 2022, respectively.

	Three Months Ended
	March 31,			March 31,
	2023			2022
Loss (Gain) on change in fair value of derivative liabilities on convertible notes and warrants	$	(59,810	)	$	(976,124	)
Loss (Gain) on change in fair value of derivative liabilities	$	(59,810	)	$	(976,124	)

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

	Three Months Ended
	March 31,		March 31,
	2023		2022
Expected term	0.13 - 0.59 years		0.49 years
Expected average volatility	230% - 246%		337% - 472%
Expected dividend yield		-		-
Risk-free interest rate	4.74% - 4.94%		0.03% - 0.05%

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 9 - RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2023, the Company accrued $30,000 of salary payable to the Director of the Company and paid $5,000 owing to him for the accrued salaries. During the three months ended March 31, 2023, the Director of the Company advanced $900 to the Company.

During the three months ended March 31, 2022, the Company accrued $30,000 of salary payable to the Director of the Company and paid $12,500 owing to him for the accrued salaries.

As of March 31, 2023 and December 31, 2022, amount due to the related party was $568,568 and $542,668, respectively.

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 10 - SUBSEQUENT EVENTS

In accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to March 31, 2023 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements. 

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BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2023

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 $807 and $10,009 in cash and cash equivalents as at March 31, 2023 and December 31, 2022, respectively.

Revenue Recognition

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

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

The Company’s revenue derives from the development, promotion and distribution of live events and televised entertainment programming and also through sponsorship and site subscription. For the three months ended March 31, 2023 and 2022, the Company recognized revenue of $25,195 and $21,165 and incurred cost of sales of $24,846 and $0, resulting in gross profit of $349 and $21,165, 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 three months ended March 31, 2023 and 2022, convertible notes and warrants were dilutive instruments and were included in the calculation of diluted earnings per share.

	March 31,		March 31,
	2023		2022
	(Shares)		(Shares)
Convertible notes payable		4,284,948,570		1,704,957,556
Warrants		3,265,591,238		4,428,333,333
		7,550,539,808		6,133,290,889

Related Party Balances and Transactions

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

Convertible Instruments and Derivatives

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

Share-Based Compensation

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

Fair Value Measurement

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

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

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

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

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

The following table summarizes fair value measurement by level at March 31, 2023 and December 31, 2022, measured at fair value on a recurring basis:

March 31, 2023	Level 1		Level 2		Level 3		Total
Assets
None		-		-		-		-
Liabilities
Derivative liabilities		-		-		2,907,433		2,907,433

December 31, 2022	Level 1		Level 2		Level 3		Total
Assets
None		-		-		-		-
Liabilities
Derivative liabilities		-		-		2,967,243		2,967,243

Recent Accounting Pronouncements

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

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. For the Company, the new standard was effective on January 1, 2021 and the adoption of this guidance to have a material impact on our financial statements.

Management has considered all other recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

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BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2023

BASIS OF PRESENTATION AND ACCOUNTING POLICIES

Schedule of anti dilutive securities excluded from the computation of EPS

	March 31,		March 31,
	2023		2022
	(Shares)		(Shares)
Convertible notes payable		4,284,948,570		1,704,957,556
Warrants		3,265,591,238		4,428,333,333
		7,550,539,808		6,133,290,889

Schedule of fair value measurement on recurring Basis

March 31, 2023	Level 1		Level 2		Level 3		Total
Assets
None		-		-		-		-
Liabilities
Derivative liabilities		-		-		2,907,433		2,907,433

December 31, 2022	Level 1		Level 2		Level 3		Total
Assets
None		-		-		-		-
Liabilities
Derivative liabilities		-		-		2,967,243		2,967,243

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WARRANTS (Tables)

3 Months Ended

Mar. 31, 2023

WARRANTS

Schedule of warrants exercisable for common shares

	Number of Shares			Weighted- Average Exercise Price
Balances as of December 31, 2021		5,556,666,666		$	0.0001
Granted		282,080,000			0.0005
Redeemed		-			-
Exercised		(201,613,143	)		0.0001
Forfeited		-			-
Balances as of December 31, 2022		5,637,133,523		$	0.0001
Granted		-			-
Redeemed		-			-
Exercised		-			-
Forfeited		-			-
Balances as of March 31, 2023		5,637,133,523		$	0.0001

Schedule of weighted-average assumptions

	Three Months Ended
	March 31,
	2023		2022
Exercise price	$0.0001 - $0.0008		$0.0001 - $0.0008
Expected term	2.67 years		3.55 years
Expected average volatility	204% - 341%		245% - 365%
Expected dividend yield		-		-
Risk-free interest rate	3.81% - 4.64%		2.28% - 2.45%

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
5,637,133,523		2.67	$	0.0001		5,048,386,857	$	0.0001

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PROMISSORY NOTES (Tables)

3 Months Ended

Mar. 31, 2023

PROMISSORY NOTES

Schedule of Promissory Notes Payable

	March 31, 2023		December 31, 2022
Promissory Notes to Auctus Fund	$	365,000	$	340,000
Total Promissory Notes	$	365,000	$	340,000

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CONVERTIBLE NOTES (Tables)

3 Months Ended

Mar. 31, 2023

CONVERTIBLE NOTES

Schedule of convertible notes payable

	March 31, 2023		December 31, 2022
Convertible Promissory Notes to Auctus Fund	$	602,119	$	584,730
Total Convertible Debts	$	602,119	$	584,730

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DERIVATIVE LIABILITY (Tables)

3 Months Ended

Mar. 31, 2023

DERIVATIVE LIABILITY

Schedule of derivative liabilities

Balance - December 31, 2022	$	2,967,243
Loss (Gain) on change in fair value of the derivative		(59,810	)
Balance – March 31, 2023	$	2,907,433

Schedule of loss (Gain) on derivative liability

	Three Months Ended
	March 31,			March 31,
	2023			2022
Loss (Gain) on change in fair value of derivative liabilities on convertible notes and warrants	$	(59,810	)	$	(976,124	)
Loss (Gain) on change in fair value of derivative liabilities	$	(59,810	)	$	(976,124	)

Schedule of fair value assumptions used to measure derivative liabilities

	Three Months Ended
	March 31,		March 31,
	2023		2022
Expected term	0.13 - 0.59 years		0.49 years
Expected average volatility	230% - 246%		337% - 472%
Expected dividend yield		-		-
Risk-free interest rate	4.74% - 4.94%		0.03% - 0.05%

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BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Stock Issued During Period, Shares, New Issues	7,550,539,808	6,133,290,889
Warrants [Member]
Stock Issued During Period, Shares, New Issues	3,265,591,238	4,428,333,333
Convertible Notes Payable [Member]
Stock Issued During Period, Shares, New Issues	4,284,948,570	1,704,957,556

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BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Details 1) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Derivative assets	$ 0	$ 0
Derivative liabilities	2,907,433	2,967,243
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Derivative assets	0	0
Derivative liabilities	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Derivative assets	0	0
Derivative liabilities	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Derivative assets	0	0
Derivative liabilities	$ 2,907,433	$ 2,967,243

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BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
BASIS OF PRESENTATION AND ACCOUNTING POLICIES
Cash and cash equivalents	$ 807	$ 14,797	$ 10,009	$ 34,481
Cost of Sales	24,846	0
GROSS PROFIT	349	21,165
Revenue	$ 25,195	$ 21,165

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STOCKHOLDERS DEFICIT (Details Narrative) - USD ($)		12 Months Ended
	Sep. 03, 2016	Dec. 31, 2022	Mar. 31, 2023
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, shares issued		3,711,714,036	3,711,714,036
Common stock, shares outstanding		3,711,714,036	3,711,714,036
Common Shares [Member]
Common shares issued for conversion of debt		176,411,500
Number of warrants exercised		201,613,143
Chief Executive Officers [Member] | Series A Preferred Stocks [Member]
Preferred stock, shares issued	51
Ownership percentage	51.00%
Series A common stock Value	$ 42,669

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WARRANTS (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Number of Shares
Number of Shares, Balances beginning	5,637,133,523	5,556,666,666
Number of Shares Granted		282,080,000
Number of Shares Exercised		(201,613,143)
Number of Shares, Balances ending	5,637,133,523	5,637,133,523
Weighted Average Exercise Price
Weighted Average Exercise Price , Balances beginning	$ 0.0001	$ 0.0001
Weighted Average Exercise Price Granted	0	0.0005
Weighted Average Exercise Price Redeemed	0	0
Weighted Average Exercise Price Exercised	0	0.0001
Weighted Average Exercise Price Forfeited	0	0
Weighted Average Exercise Price , Balances ending	$ 0.0001	$ 0.0001

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WARRANTS (Details 1) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Expected dividend yield	0.00%	0.00%
Expected term	2 years 8 months 1 day	3 years 6 months 18 days
Minimum [Member]
Exercise price	$ 0.0001	$ 0.0001
Expected average volatility	204.00%	245.00%
Risk-free interest rate	3.81%	2.28%
Maximum [Member]
Exercise price	$ 0.0008	$ 0.0008
Expected average volatility	341.00%	365.00%
Risk-free interest rate	4.64%	2.45%

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WARRANTS (Details 2)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Warrants Outstanding [Member]
Number of shares outstanding | shares	5,637,133,523
Weighted Average Remaining Contractual life (in years) Warrants Outstanding	2 years 8 months 1 day
Weighted average exercise prices | $ / shares	$ 0.0001
Warrants Exercisable [Member]
Number of shares outstanding | shares	5,048,386,857
Weighted average exercise prices | $ / shares	$ 0.0001

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WARRANTS (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Aggregate intrinsic value of warrants outstanding	$ 976,677
Closing market price	$ 0.0003
Fair value of warrants	$ 5,637,133,523	$ 5,637,133,523
Warrants granted	1,642,540	1,683,773
Common Shares [Member]
Common shares issued for conversion of debt		176,411,500
Number of warrants exercised		201,613,143

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PROMISSORY NOTES (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
PROMISSORY NOTES
Promissory Notes to Auctus Fund	$ 365,000	$ 340,000
Total Promissory Notes	$ 365,000	$ 340,000

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PROMISSORY NOTE (Details Narrative) - USD ($)				3 Months Ended
	Jan. 04, 2023	Dec. 06, 2021	Mar. 04, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Debt instrument, original issue discount		$ 9,000	$ 35,000
Warrants derivative amount		31,000	265,000
Debt instrument aggregate discount		40,000	300,000
Debt instrument face amount		$ 2,740	$ 248,077
Accrued interest payable				$ 497,082		$ 442,888
Discount amount				8,032		89,183
Auctus Fund [Member]
Convertible notes, warrant issued to purchase common stock shares		50,000,000	150,000,000
Promissory note issued	$ 25,000	$ 40,000	$ 300,000
Debt instrument, maturity date	Jan. 04, 2024	Dec. 06, 2022	Mar. 04, 2022
Debt instrument, rate of interest, percentage	12.00%	12.00%	12.00%
Warrants price per share		$ 0.0008	$ 0.002
Accrued interest payable				99,535		$ 85,809
Interest expense on notes				13,726	$ 13,019
Auctus Fund [Member] | March 04, 2021 [Member]
Net of debt discount				300,000
Discount amount				0
Auctus Fund [Member] | December 06, 2021 [Member]
Net of debt discount				40,000
Discount amount				$ 0

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CONVERTIBLE NOTES (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Convertible notes payable, current	$ 602,119	$ 584,730
Auctus Fund [Member] | Convertible Notes Payable [Member]
Convertible notes payable, current	$ 602,119	$ 584,730

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CONVERTIBLE NOTES (Details Narrative)							1 Months Ended						3 Months Ended				12 Months Ended
	Dec. 06, 2021 USD ($)	Mar. 04, 2021 USD ($)	Mar. 07, 2018 USD ($) integer	Jul. 07, 2017 USD ($)	Jun. 14, 2017 USD ($) integer	Jan. 13, 2017 USD ($) integer	Oct. 23, 2019 USD ($) integer	Mar. 22, 2019 USD ($) integer	Jul. 25, 2018 USD ($) integer	Nov. 27, 2017 USD ($) integer	Sep. 20, 2016 USD ($) integer	May 20, 2016 USD ($) integer	Mar. 31, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2022 USD ($) shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2018 USD ($) shares	Dec. 31, 2017 USD ($) shares	Oct. 31, 2022 USD ($)	May 12, 2022 USD ($)	Nov. 02, 2020 USD ($)	Aug. 04, 2020 USD ($)	Jul. 09, 2018 USD ($)	Feb. 23, 2018 USD ($)	Nov. 02, 2017 USD ($)
Amortization of debt discount													$ 17,389		$ 61,786
Interest expense													71,583	$ 76,307	112,491	$ 174,984
Convertible promissory notes, original issue discount													8,032				$ 89,183
Convertible notes payable, current													602,119				584,730
Debt conversion, principal amount	$ 9,000	$ 35,000
Proceeds from promissory notes													25,000		0
Convertible Notes Payable [Member]
Accrued interest													397,548				357,080
Convertible Notes Payable [Member] | Auctus Fund 2 [Member]
Amortization of debt discount											$ 50,000
Interest expense																				$ 0	$ 35,607
Convertible promissory notes, original issue discount											$ 6,750
Convertible redeemable note interest rate											10.00%
Convertible promissory notes percentage of stock price trigger											50.00%
Convertible promissory notes, trading days | integer											25
Convertible notes payable, current				$ 76,750							$ 56,750
Debt conversion, principal amount																	76,750
Proceeds from promissory notes				20,000
Convertible promissory notes, maturity period											9 months
Accrued interest																	$ 83,128
Shares issued upon debt conversion | shares																	288,590,075
Increase in principal of note				$ 20,000
Convertible Notes Payable [Member] | Auctus Fund 9 [Member]
Net of debt discount													$ 31,000				$ 31,000
Convertible redeemable note interest rate																									12.00%
Convertible promissory notes, maturity period																		5 years
Common stock price per share | $ / shares													$ 0.0003
Convertible notes, warrant issued to purchase common stock | shares																		206,666,666
Convertible notes payable, other current																									$ 31,000
Convertible Notes Payable [Member] | Auctus Fund 10 [Member]
Net of debt discount													$ 225,000				225,000
Convertible redeemable note interest rate																								12.00%
Convertible promissory notes, maturity period																		5 years
Common stock price per share | $ / shares													$ 0.0001
Convertible notes payable, other current																								$ 225,000
Shares issued upon exercise of warrant | shares																		2,225,000,000
Convertible Notes Payable [Member] | Auctus Fund 13 [Member]
Net of debt discount													$ 45,447				32,625
Convertible redeemable note interest rate																							12.00%
Convertible promissory notes, maturity period																		5 years
Common stock price per share | $ / shares													$ 0.0005
Convertible notes payable, other current																							$ 52,000
Shares issued upon exercise of warrant | shares																		104,000,000
Unamortization of debt discount													$ 12,822
Convertible Notes Payable [Member] | Auctus Fund 14 [Member]
Net of debt discount													$ 7,662				$ 3,095
Convertible redeemable note interest rate																						12.00%
Convertible promissory notes, maturity period																		5 years
Common stock price per share | $ / shares													$ 0.0005
Convertible notes payable, other current																						$ 18,520
Shares issued upon exercise of warrant | shares																		104,000,000
Unamortization of debt discount													$ 4,267
Convertible Notes Payable [Member] | January 13th 2017 [Member] | Power Up Lending Group [Member]
Amortization of debt discount						$ 45,000
Interest expense																				0	40,843
Convertible promissory notes, original issue discount						$ 2,500
Debt principal amount																					$ 6,700
Convertible redeemable note interest rate						8.00%
Convertible promissory notes percentage of stock price trigger						57.50%
Convertible promissory notes, trading days | integer						20
Convertible notes payable, current						$ 45,000
Shares issued upon debt conversion | shares																					30,455,486
Debt instrument maturity date						Jan. 13, 2018
Convertible Notes Payable [Member] | June 14th 2017 [Member] | Power Up Lending Group [Member]
Amortization of debt discount					$ 7,500
Interest expense																				0	$ 4,462
Convertible redeemable note interest rate					12.00%
Convertible promissory notes percentage of stock price trigger					50.00%
Convertible promissory notes, trading days | integer					20
Convertible notes payable, current					$ 7,500
Debt instrument maturity date					Mar. 20, 2018
Convertible Notes Payable [Member] | March 7th 2018 [Member] | Auctus Fund5 [Member]
Amortization of debt discount			$ 30,000
Interest expense																				30,000
Common shares issued for conversion of debt | shares																	168,027,000
Convertible promissory notes, original issue discount			$ 5,000
Net of debt discount													30,000				$ 30,000
Convertible redeemable note interest rate			12.00%
Convertible promissory notes percentage of stock price trigger			50.00%
Convertible promissory notes, trading days | integer			25
Convertible notes payable, current			$ 30,000
Accrued interest																	26,384
Convertible Notes Payable [Member] | July 9, 2018 [Member] | Auctus Fund 6 [Member]
Amortization of debt discount									$ 48,500
Interest expense																				$ 30,976
Convertible promissory notes, original issue discount																										$ 5,000
Net of debt discount													48,500				48,500
Convertible redeemable note interest rate									12.00%
Convertible promissory notes percentage of stock price trigger									50.00%
Convertible promissory notes, trading days | integer									25
Convertible notes payable, current									$ 48,500																	$ 43,500
Convertible promissory notes, maturity period																				9 years
Common stock price per share | $ / shares																			$ 0.0003
Convertible notes, warrant issued to purchase common stock | shares																		72,500,000
Convertible Notes Payable [Member] | March 22, 2019 [Member] | Auctus Fund 7 [Member]
Amortization of debt discount								$ 62,500
Convertible promissory notes, original issue discount								$ 9,000
Net of debt discount													$ 62,500				$ 62,500
Convertible redeemable note interest rate								12.00%
Convertible promissory notes percentage of stock price trigger								50.00%
Convertible promissory notes, trading days | integer								25
Convertible notes payable, current								$ 62,500
Convertible promissory notes, maturity period																		9 years
Common stock price per share | $ / shares													$ 0.0003
Convertible notes, warrant issued to purchase common stock | shares																		209,000,000
Convertible Notes Payable [Member] | October 23, 2019 [Member] | Auctus Fund 8 [Member]
Amortization of debt discount							$ 100,000
Interest expense							$ 25,182
Common shares issued for conversion of debt | shares																	176,411,500
Number of warrants exercised | shares																	201,613,143
Number of warrants outstanding | shares													298,398,857
Net of debt discount													$ 100,000				$ 100,000
Convertible redeemable note interest rate							12.00%
Convertible promissory notes percentage of stock price trigger							50.00%
Convertible promissory notes, trading days | integer							25
Convertible notes payable, current							$ 100,000
Common stock price per share | $ / shares													$ 0.0001
Convertible notes, warrant issued to purchase common stock | shares																		50,000,000
Convertible Notes Payable [Member] | Auctus Fund [Member]
Interest expense													$ 40,468		$ 37,686
Convertible notes payable, current													602,119				584,730
Debt conversion, principal amount																	3,746
Accrued interest																	$ 5,834
Shares issued upon debt conversion | shares																	239,266,512
Convertible Notes Payable [Member] | November 2, 2017 [Member] | Power Up Lending Group [Member]
Amortization of debt discount										$ 53,000
Interest expense																				$ 41,546
Convertible redeemable note interest rate										12.00%
Convertible promissory notes percentage of stock price trigger										50.00%
Convertible promissory notes, trading days | integer										25
Convertible notes payable, current										$ 53,000																	$ 40,000	$ 53,000
Debt conversion, principal amount																	$ 58,636
Shares issued upon debt conversion | shares																	166,178,366
Debt instrument maturity date										Aug. 02, 2018
Debt conversion converted amount, accrued interest																	$ 52,583
Settlement of outstanding principal																											5,636
Penalty Amount																											$ 11,272
Convertible Notes Payable [Member] | November 27th 2017 [Member] | Power Up Lending Group [Member]
Interest expense																				5,030	2,165
Convertible promissory notes, original issue discount										$ 7,195
Net of debt discount													50,745				50,745
Convertible redeemable note interest rate										12.00%
Convertible promissory notes percentage of stock price trigger										57.50%
Convertible promissory notes, trading days | integer										20
Convertible notes payable, current													50,745				50,745
Debt instrument maturity date										Mar. 20, 2018
Convertible promissory notes										$ 50,774
Convertible Notes Payable 8 [Member] | Auctus Fund [Member]
Amortization of debt discount												$ 60,000
Interest expense																				$ 0	$ 14,542
Common shares issued for conversion of debt | shares																		317,919,774	1,066,179,950	133,258,300	111,460,000
Convertible promissory notes, original issue discount												$ 7,750
Net of debt discount													$ 1,265				$ 1,265
Accrued interest																		$ 12,717	$ 1,153	$ 2,494	$ 5,975
Debt principal amount																			$ 40,241		$ 15,278
Convertible redeemable note interest rate												10.00%
Convertible promissory notes percentage of stock price trigger												50.00%
Convertible promissory notes, trading days | integer												25
Convertible notes payable, current												$ 67,750
Convertible Promissory Note 2 [Member] | Ema Financial [Member]
Principal amount of convertible note																												$ 53,000

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DERIVATIVE LIABILITY (Details)	3 Months Ended
	Mar. 31, 2023 USD ($)
DERIVATIVE LIABILITY
Balance - December 31, 2022	$ 2,967,243
Loss (Gain) on change in fair value of the derivative	(59,810)
Balance - March 31, 2023	$ 2,907,433

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DERIVATIVE LIABILITY (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
DERIVATIVE LIABILITY
Loss (Gain) on change in fair value of derivative liabilities on convertible notes and warrants	$ (59,810)	$ (976,124)
Loss (Gain) on change in fair value of derivative liabilities	$ (59,810)	$ (976,124)

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DERIVATIVE LIABILITY (Details 2)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Expected dividend yield	0.00%	0.00%
Expected term	2 years 8 months 1 day	3 years 6 months 18 days
Derivative Liabilities Member
Expected dividend yield	0.00%	0.00%
Expected term		5 months 26 days
Minimum [Member]
Expected average volatility	204.00%	245.00%
Risk-free interest rate	3.81%	2.28%
Minimum [Member] | Derivative Liabilities Member
Expected term	1 month 17 days
Expected average volatility	230.00%	337.00%
Risk-free interest rate	4.74%	0.03%
Maximum [Member]
Expected average volatility	341.00%	365.00%
Risk-free interest rate	4.64%	2.45%
Maximum [Member] | Derivative Liabilities Member
Expected term	7 months 2 days
Expected average volatility	246.00%	472.00%
Risk-free interest rate	4.94%	0.05%

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Amount due to related parties	$ 568,568		$ 542,668
Director [Member]
Advance payment	900
Accrued salaries, payment	5,000	$ 12,500
Accrued salaries, current	$ 30,000	$ 30,000