Lingerie Fighting Championships, Inc. - 10-K

Risk Factors

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

Unregistered Sales of Equity Securities and Use of Proceeds

None.

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Defaults Upon Senior Securities

As of December 31, 2025, total note payable amount of $1,278,974 in default comprising of promissory notes of $340,000 and convertible notes of $938,974.

Net

Issuance date

Expire date

Amount at default

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Mine Safety Disclosures

Not Applicable.

Other Information

None.

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PART IV

ITEM 16. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibits

Securities Purchase Agreement dated April 30, 2025

Promissory Note dated April 30, 2025

Common Stock Purchase Warrant (First Warrant) dated April 30, 2025

Common Stock Purchase Warrant (Second Warrant) dated April 30, 2025

Securities Purchase Agreement dated June 18, 2025

Promissory Note dated June 18, 2025

Common Stock Purchase Warrant (First Warrant) dated June 18, 2025

Common Stock Purchase Warrant (Second Warrant) dated June 18, 2025

Securities Purchase Agreement dated August 15, 2025

Promissory Note dated August 15, 2025

Common Stock Purchase Warrant (First Warrant) dated August 15, 2025

Common Stock Purchase Warrant (Second Warrant) dated August 15, 2025

Amendment dated April 29, 2025 to Original Note dated December 9, 2024

Section 302 Certification

Section 906 Certification

101.INS*

XBRL Instance Document

101.SCH*

XBRL Taxonomy Schema

101.CAL*

XBRL Taxonomy Calculation Linkbase

101.DEF*

XBRL Taxonomy Definition Linkbase

101.LAB*

XBRL Taxonomy Label Linkbase

101.PRE*

XBRL Taxonomy Presentation Linkbase

* Filed herewith.

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SIGNATURES

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

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

Date: March 30, 2026

/s/ Shaun Donnelly

Shaun Donnelly

Chief Executive Officer and Chief Financial Officer

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

Signature

Title

Date

/s/ Shaun Donnelly

Chief Executive Officer (Principal Executive Officer), Chief Financial

March 30, 2026

Shaun Donnelly

Officer (Principal Financial and Accounting Officer), and Director

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

/s/ Shaun Donnelly

Name: Shaun Donnelly

Title: Chief Executive Officer

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the results of our operations and financial condition should be read in conjunction with our financial statements and the related notes, which appear elsewhere in this report. The following discussion includes forward-looking statements. For a discussion of important factors that could cause actual results to differ from results discussed in the forward-looking statements, see "Forward Looking Statements."

Overview

LFC is a media company focused on the development, production, promotion and distribution of original entertainment which we plan to make commercially available predominantly through live entertainment events, as well as through digital home video, broadcast television networks, video-on-demand and digital media channels. As a result, we have ceased to be a shell company. Effective as of April 1, 2015, we changed our name to "Lingerie Fighting Championships, Inc.," (by virtue of the short form merger with our new LFC subsidiary) to reflect our new business focus.

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Results of Operations

Year ended December 31, 2025 as compared to the Year ended December 31, 2024

Our operating results for the years ended December 31, 2025 and December 31, 2024, and the changes between those periods for the respective items are summarized as follows:

Year Ended

December 31,

Changes

Statement of Operations Data:

Amount

Revenue

Cost of services

Gross profit (loss)

Total operating expenses

Other expense

Net loss

Revenue

We generated revenues of $208,485 and $132,978 for the years ended December 31, 2025 and 2024, respectively. The Company’s revenue derives from the development, promotion and distribution of our live events, televised entertainment programming, sponsorship, site subscription, licensing and advertising. The increase in revenues was attributed to an increase in licensing revenue with broadcast agreement signed with Maybacks and an increase in advertising revenue with agreement signed with Meta in 2025..

Cost of Services

We incurred total cost of services of $237,659 and $84,995 for the years ended December 31, 2025 and 2024, respectively. The cost of services incurred consist of labor, material, equipment and subcontractor expenses. The increase in cost of services was mainly due to the increase in event production costs, promotion cost incurred during the UK events in July 2025 and consulting fees for YouTube channel.

Gross Profit

We incurred gross loss of $29,174 and recognized gross profit $47,983 for the years ended December 31, 2025 and 2024, respectively. The decrease in gross profit was mainly due to the decrease in sponsorship revenue and the increase in event production costs, promotion cost incurred during the UK events in July 2025 and consulting fees for YouTube channel.

The decrease in gross profit margin over year ended December 31, 2025 was entirely due to high cost incurred on UK events and reality series shot during year 2025. It was an investment for the Company’s long-term future and have already seen tremendous results. Since the two UK shows, the Company has seen its social media following increase from under 1.5 million to the current 5.3 million.  In addition to the increase in Meta revenues, the UK events successfully attracted a much larger audience, resulting in increased interest from broadcasters, investors and sponsors so the Company believe these shows will pay dividends with increasing revenue and profit margin in the next three to six months and beyond.

Operating Expenses

We incurred total operating expenses of $420,868 and $392,454 for the years ended December 31, 2025 and 2024, respectively. The increase in operating expenses was primarily due to the increase in travel expense and advertising expense mainly for the UK events as well as accounting, investor relations and listing fees.

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Other Income (Expense)

We incurred other expense of $117,118 and $1,523,715 for the years ended December 31, 2025 and 2024, respectively. The decrease in other expense was attributed to an increase in gain from changes in fair value of derivatives from the convertible notes and warrants due to the decrease in the Company’s stock price during the year ended December 31, 2025.

Net (Loss)

We incurred net loss of $567,160 and $1,868,186 during the years ended December 31, 2025 and 2024, respectively. The decrease in our net loss was mainly attributed to the gain on changes in fair value of derivatives.

Liquidity and Capital Resources

December 31,

December 31,

Changes

Working Capital Data:

Amount

Current Assets

Current Liabilities

Working Capital Deficiency

At December 31, 2025, we had a working capital deficiency of $6,398,819 and an accumulated deficit of $11,737,955. The Company intends to fund future operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2026.

The increase in working capital deficiency of $6,398,819 as of December 31, 2025 over $5,933,668 as of December 31, 2024 was due to the increase in accrued interest payable, convertible note payable, and accounts payable.

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

These factors, among others, raise substantial doubt about the 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 years ended December 31, 2025 and December 31, 2024:

Year Ended

December 31,

Changes

Cash Flows Data:

Amount

Cash Flows used in Operating Activities

Cash Flows used in Investing Activities

Cash Flows provided by Financing Activities

Net increase (decrease) in cash during period

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities.

During the year ended December 31, 2025, net cash flows used in operating activities was $312,822, consisting of a net loss of $567,160, increased by gain on change in fair value of derivative liabilities of $490,784, and decreased by depreciation of $1,287, stock-based compensation of $47,000, loss on change in fair value of digital assets of $75,500 and amortization of debt discount of $335,351 and net changes in operating assets and liabilities of $285,984.

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During the year ended December 31, 2024, net cash flows used in operating activities was $161,529, consisting of a net loss of $1,868,186, decreased by depreciation of $214, stock-based compensation of $90,000, loss on change in fair value of derivative liabilities of $1,132,816 and amortization of debt discount of $136,990 and net changes in operating assets and liabilities of $346,637.

Cash Flows from Investing Activities

During the year ended December 31, 2025, net cash flows used in investing activities was $140,500 from purchase of digital assets.

During the year ended December 31, 2024, net cash flows used in investing activities was $2,573 from purchase of equipment.

Cash Flows from Financing Activities

During the years ended December 31, 2025 and December 31, 2024, net cash provided by financing activities was $475,222 and $161,000 attributed to proceeds from the issuance of convertible notes, respectively.

Off-Balance Sheet Arrangements

As of December 31, 2025, we had no off-balance sheet arrangements.

Critical Accounting Policies

Critical Accounting Policies and Significant Judgments and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of income and expense during the reporting periods presented.

Our critical estimates include derivatives. Although we believe that these estimates are reasonable, actual results could differ from those estimates given a change in conditions or assumptions that have been consistently applied. We also have other policies that we consider key accounting policies, such as our policy for revenue recognition, however, the application of these policies does not require us to make significant estimates or judgments that are difficult or subjective.

The critical accounting policies used by management and the methodology for its estimates and assumptions are as follows:

Convertible Financial Instruments

We bifurcate conversion options from their host instruments and accounts for them as free standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable GAAP.

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When we have determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying Common Stock at the commitment date of the transaction and the effective conversion price embedded in the instrument.

Stock-Based Compensation

We measure the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date. For non-employees, as per ASU No. 2018-7,  Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Stock-Based Payment Accounting,  remeasurement is not required. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by us in the same expense classifications in the consolidated statements of operations, as if such amounts were paid in cash. Also, refer to Note 3 – Summary of Significant Accounting Policies, in the financial statements that are included in this Annual Report.