BOTY 10-K & 10-Q changes, risk factors and insider trading

We generated revenues of $132,978$208,485 and $117,722$132,978 for the years ended December 31, 20242025 and 2023,2024, respectively. The Company’s revenue derives from the development, promotion and distribution of our live events, televised entertainment programming, sponsorshipsponsorship, site subscription, licensing and site subscription.advertising. The increase in revenues was attributed to an increase in sponsorshiplicensing revenue with broadcast agreement signed with Maybacks and an increase in advertising revenue.revenue with agreement signed with Meta in 2025..

We incurred total cost of services of $84,995$237,659 and $68,917$84,995 for the years ended December 31, 20242025 and 2023,2024, respectively. The cost of services incurred consist of labor, material, equipment and subcontractor expenses. The increase in cost of services was mainly due to anthe increase in subcontractorevent production costs, promotion cost andincurred suppliesduring the UK events in July 2025 and materialconsulting costs.fees for YouTube channel.

We incurred gross loss of $29,174 and recognized gross profit of $47,983 and $48,805 for the years ended December 31, 20242025 and 2023,2024, respectively. The decrease in gross profit was mainly due to higherthe decrease in sponsorship revenue and the increase in event production costs, promotion cost of sales incurred to achieve similar level of revenue during yearthe endedUK Decemberevents 31,in 2024.July 2025 and consulting fees for YouTube channel.

We incurred total operating expenses of $392,454$420,868 and $272,377$392,454 for the years ended December 31, 20242025 and 2023,2024, respectively. The increase in operating expenses was primarily due to the increase in stock-basedtravel compensation,expense auditing fees,and advertising expense mainly for the UK events as well as accounting, investor relations and listing fees.

We incurred other expense of $1,523,715$117,118 and recognized other income of $532,024$1,523,715 for the years ended December 31, 20242025 and 2023,2024, respectively. The increasedecrease in other expense was attributed to an increase in lossgain onfrom changes in fair value of derivatives from the convertible notes and warrants anddue interestto expensethe mainly from increasedecrease in amortizationthe onCompany’s notestock discount.price during the year ended December 31, 2025.

Net Income (Loss)

We incurred net loss of $1,868,186$567,160 and recognized net income $308,452$1,868,186 during the years ended December 31, 20242025 and 2023,2024, respectively. The decrease in our net incomeloss was mainly attributed to the increase in operating expenses and lossgain on changes in fair value of derivatives.

The increase in working capital deficiency of $6,398,819 as of December 31, 2025 over $5,933,668 duringas the year endedof December 31, 2024 over $4,199,107 during the year ended December 31, 2023 was due to the decrease in cash, increase in derivative liabilities, accrued interest,interest payable, convertible notesnote payable, and accounts payable -related party.payable.

During the year ended December 31, 2024,2025, net cash flows used in operatinginvesting activities was $2,573$140,500 from purchase of equipment.digital assets.

Our critical estimates include revenue recognition, intangible assets and 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.

LFC is a sports entertainment league that utilizes wrestling and mixed martial arts (“MMA”) fighting techniques for entertainment purposes. We promote and market our brand, our programming, our events and our products via television deals, social media platforms and our own subscription website.website and Roku channel.

Three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025

Our operating results for the three months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, and the changes between those periods for the respective items are summarized as follows:

We generated revenues of $49,192$30,464 and $27,487$25,551 for the three months ended MarchJune 31,30, 2026 and 2025, 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 advertising revenue with agreement signed with Meta during mid-2025.

We incurred total cost of services of $40,967$31,710 and $11,064$12,650 for the three months ended MarchJune 31,30, 2026 and 2025, 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 subcontractor costs and consulting fees for YouTube channel.

We incurredrecognized gross profit of $8,225$6,979 and recognized gross profit $16,423$29,324 for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. The decrease in gross profit was mainly due to the increase in subcontractor cost and consulting fees for YouTube channel.

We incurred total operating expenses of $403,310$487,228 and $90,893$210,513 for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. The increase in operating expenses was mainly due to the increase in stock-based compensation. During the threesix months ended MarchJune 31,30, 2026, the Company incurred stock-based compensation of $276,638 for common shares issued to consultants and director for service rendered.$279,013.

Other Income (Expenses)

We recognized other income of $834,366$638,175 and $1,353,978incurred other expenses of $1,464,526 for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. The decrease in other income was attributed to the increase in interest expense from convertible and promissory notes. During the threesix months ended MarchJune 31,30, 2026 and 2025,2026, the Company recognized gain from changes in fair value of derivatives from the convertible notes and warrants of $1,052,473 and $1,462,313$1,112,861 due to the decrease in the Company’s stock price during the respectiveperiod. During the six months ended June 30, 2025, the Company incurred loss from changes in fair value of derivatives from the convertible notes and warrants of $1,225,884 due to the increase in the Company’s stock price during the period.

Net Income (Loss)

We recognized net income of $439,281$157,926 and $1,279,508incurred net loss of $1,645,715 during the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. The decrease in our net incomeloss was mainly attributed to the increasefactors inmentioned operating expenses and the decrease in other income.above.

At MarchJune 31,30, 2026, we had a working capital deficiency of $5,631,797$5,869,724 and an accumulated deficit of $11,298,674.$11,580,029. 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 decrease in working capital deficiency of $767,022$529,095 as of MarchJune 31,30, 2026 from $6,398,819 as of December 31, 2025 was mainly due to the decrease in derivative liabilities.

The following table sets forth certain information about our cash flow during the threesix months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025:

During the threesix months ended MarchJune 31,30, 2026, net cash flows used in operating activities was $84,926,$144,265, consisting of a net income of $439,281,$157,926, increased by depreciation of $322,$643, stock-based compensation of $276,638,$279,013, loss on change in fair value of digital assets of $14,922,$26,240, amortization of debt discount of $126,907,$283,493, net changes in operating assets and liabilities of $109,477$221,281 and decreased by gain on change in fair value of derivative liabilities of $1,052,473.$1,112,861.

During the threesix months ended MarchJune 31,30, 2025, net cash flows used in operating activities was $48,202,$127,767, consisting of a net incomeloss of $1,279,508,$1,645,715, decreased by gainloss on change in fair value of derivative liabilities of $1,462,313, and increased by depreciation of $322 and$1,225,884, amortization of debt discount of $41,673$100,276 and depreciation of $643 and net changes in operating liabilities of $92,608.$191,145.

There was no investing activities during the threesix months ended MarchJune 31,30, 2026 and 2025.

During the threesix months ended MarchJune 31,30, 2026 and 2025, net cash provided by financing activities was $91,500$139,500 and $46,722$238,722 attributed to proceeds from the issuance of convertible notes, respectively.

As of MarchJune 31,30, 2026, we had no off-balance sheet arrangements.