Nevada		7812		20-8009362
(State or jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

CALCULATION OF REGISTRATION FEE

 

      

                    

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED JULY 24, 2015

 

3,900,000 Shares

Lingerie Fighting Championships, Inc.

OTC Pink trading symbol: BOTY

This prospectus relates to the public offering of an aggregate of 3,900,000 shares of common stock which may be sold from time to time by the selling stockholders of Lingerie Fighting Championships, Inc. named in this prospectus.

We will not receive any proceeds from the sale by the selling stockholders of their shares of common stock. We will pay the cost of the preparation of this prospectus, which is estimated at $40,000.

On July 22, 2015, the last reported sales price for our common stock on the OTC Pink, as reported by OTC Markets, was $5.00 per share, which represented the last reported closing price on June 22, 2015, which was the most recent date on which trading in our common stock was reported.

Investing in shares of our common stock involves a high degree of risk. You should purchase our common stock only if you can afford to lose your entire investment. See "Risk Factors," which begins on page 6.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined whether this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The selling stockholders have not engaged any underwriter in connection with the sale of their shares of common stock. The selling stockholders may sell their shares of common stock in the public market based on the market price at the time of sale or at negotiated prices or in transactions that are not in the public market. The selling stockholders may also sell their shares in transaction that are not in the public market in the manner set forth under "Plan of Distribution."

The date of this Prospectus is _____________, 2015

 

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	Page
Prospectus Summary	4
Risk Factors	6
Cautionary Note Regarding Forward-Looking Statements	11
Use of Proceeds	11
Selling Stockholders	11
Plan of Distribution	12
Market for Common Equity and Related Stockholder Matters	14
Business	14
Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Directors and Executive Officers	21
Executive Compensation	21
Principal Stockholders	22
Certain Relationships and Related Transactions	22
Description of Capital Stock	23
Legal Matters	26
Experts	26
Additional Information	26
Consolidated Financial Statements	F-1

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	Common Stock Offered:	The selling stockholders are offering 3,900,000 shares of common stock.
	Outstanding Shares of Common Stock:	19,769,977 shares
	Use of Proceeds:	We will not receive any proceeds from the sale of the shares by the selling stockholders.

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Statement of Operations Information:

Balance Sheet Information:

RISK FACTORS

 

An investment in our common stock involves a high degree of risk.  You should carefully consider the risks described below together with all of the other information included in this prospectus before making an investment decision with regard to our securities. The statements contained in this prospectus include forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Relating to our Business

We require significant additional funds for our operations.

As of March 31, 2015, we had working capital of approximately $154,000, which represented the net proceeds of our March 31, 2015 private placement less current liabilities.  We have continued to incur expenses in the normal course of business without any revenue.  As a result, we require additional cash to cover our overhead, which includes our costs as a public company and the costs which we are incurring in connection with our proposed programs, including Lingerie Fighting Championships 20: A Midsummer Night's Dream and our proposed second program which we are looking to schedule in October 2015.  Our failure to generate funding for our operations could materially impair our ability to produce our programs and generate revenue.  We cannot assure you that we will be able to generate any profits from any programs which we may produce.

Since we have not generated any revenue to date from our operations, you have no basis to evaluate our ability to generate revenue or net income.

We are a development stage company that has not generated any revenue since our organization in July 2014.  As a result, you have no basis for evaluating our ability either to generate revenue or operate at a profit.  We cannot assure you that we will be able to produce our proposed programs or generate any significant revenue or a profit from any programs which we may produce.  Our proposed operations are subject to all of the risks inherent in a new business in view of the expenses, difficulties, complications and delays frequently encountered in connection with the formation of any new business, the development of live events, as well as those risks that are specific to our proposed business.  Given our limited operating history, we have little basis on which to forecast future market acceptance of our live events. It is difficult to accurately forecast future revenues because our business is new and its market has not been fully identified or developed.  If our events do not gain in popularity, our business, operating results and financial condition will be materially impaired. 

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Our independent auditors have included a going concern qualification in their report on our financial statements.

Because we have generated no revenues since inception, have sustained losses since our organization and require funding to generate revenue, all of which raise substantial doubt as to our ability to continue as a going concern, our independent auditors have included a going concern qualification in their report on our audited financial statements.

Because we do not have either a revenue stream or adequate working capital, it may be necessary for us to enter into media distribution agreements on terms that are not favorable to us.

In order to produce our programs we must negotiate agreements with a number of parties, including the hotel which would provide the venue for our program, media distribution companies which would provide for the distribution of our program over various media, including live broadcast, video on demand and other media, a producer to produce the live event.  We cannot assure you that, for each event, we will be able to negotiate agreements with the hotel, media distribution companies, producers and others which will enable us to operate profitably.  Because of our lack of funds, our agreement with MultiVision, the company that has distribution rights in the United States, Mexico, Central and South America and the Caribbean, provides that MultiVision will fund substantially all of the costs of the program, including the production of live television programming, in exchange for distribution rights.  As a result, because MultiVision receives all of the net revenue from its distribution channels until it has recovered twice its estimated costs, we may not receive any revenue from MultiVision's distribution channels.  Further, if MultiVision determines that the program was not sufficiently successful, based on its own determination of success, it may be unwilling to fund future programs and it may be difficult for us to find an alternative funding source.  As a result, we cannot assure you that we would generate sufficient revenue to enable us to operate profitably.

Any equity financing which we negotiate is likely to result in significant dilution to our stockholders.

Because we have not generated either revenue or net income and because we do not have any assets which could serve as collateral for any financing, we anticipate that we would need to seek funds in the equity market in order for us to raise the funds we require for our operations.  Because there is no active market in our stock, we believe that if we are able to raise funds in the capital markets, we would have to provide investors with a significant discount from the market price of our common stock.  We cannot assure you that we will be able to raise any financing we may require and that, if we are able to raise funds, it would not result in significant dilution to our stockholders.

We may not be able to develop and promote our programs.

In order for us to generate revenue, we need to produce our events in a manner which would generate viewer interest and promote our programs so that our potential audience will be aware of our program and pay to view it, either live or on video on demand.  We cannot assure you that we will be successful in developing, producing and promoting our events.  Our failure to do so would materially impair our ability to generate revenue and operate profitably.

Because we have to rely on third parties to market our programs, we will not have control over the marketing of our programs.

We have only one employee, our chief executive officer, who devotes most of his time to our business activities.  We do not have experience in marketing live entertainment events.  We do not expect that we will be able to have an internal marketing capability until and unless we have sufficient programs to justify the expense.  As a result, we need to rely on third parties to market our programming in various media, who may have business interests that are different from ours, and we cannot assure you that our marketing plans can or will be implemented in accordance with our business plans.  The inability or failure to market our programs could materially impair our ability to generate revenue from our programs.

Our media distribution agreements do not guarantee any specific level or revenue or viewers.

Because our agreements relating to the distribution of our programs are licenses that give the distributor the right, but not the obligation, to distribute our program in various media, and do not provide any minimum payments or any minimum level of viewership, we cannot assure you that we will generate any significant revenue or that we will have any significant viewership of our program.  To the extent that we do not generate significant viewership, we will be less likely to generate ancillary revenue from products related to our programs.

Because of the competitive nature of the entertainment market, any programs which we may produce may not generate sufficient viewers to enable us to operate profitably.

Potential viewers have a virtually unlimited choice of entertainment programming which they may view through numerous media.  We compete with not only other MMA events, such as WWE Network, but other sports and entertainment events which are both televised live and are made available through video on demand, as well as commercial television and cable programming and other leisure activities.  In the current media environment, all entertainment events are competitive.  If we cannot attract a sufficient audience to our programs, we will not only fail to generate sufficient revenue to enable us to operate profitably, but it will become increasingly difficult for us to negotiate media distribution agreements on favorable terms, if at all, since these companies look for content for which there is a sufficient market.  Many entertainment products fail to attract sufficient audience, with the result that the programming is discontinued.  We cannot assure you that we will be able to generate a sufficient audience for our programming to enable us to continue to produce our programs.

 

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Because we do not have long-term contracts with our fighters, our failure to retain popular fighters could affect our viewership.

We do not employ any of our fighters.  We plan to engage fighters for each performance for which we desire their services.  Our fighters engage in other activities and businesses independent of us.  Because we promote our programs based on the appearance and athletic ability of our fighters, we look to engage attractive and athletic women who have both the acting ability and charisma to portray their characters as well as professional training in MMA and Brazilian jiu jitsu.  Our failure to engage fighters with these capabilities would materially impair our ability to produce programming which we believe will be attractive to our target audience.

The loss of Shaun Donnelly would materially impair our ability to conduct our operations.

We are dependent upon the continued services of our chief executive officer, Shaun Donnelly, for all aspects of our business.  Mr. Donnelly is in charge of, and the only employee involved in, all aspects of our business, including the development of the programs, the negotiations of all agreements relating to the programs, including agreements with hotels, the media distribution, the production of the programs and the fighters.  In addition, Mr. Donnelly has other business activities not related to our business.  We do not have an employment agreement with Mr. Donnelly, and we do not have key man insurance on his life.  The loss of Mr. Donnelly, whether through death, disability or resignation, would materially impair our ability to conduct our business, and, in any such event, we may not be able to continue in our proposed business.

We will need to hire additional personnel if our business is to expand.

Regardless of whether we expand into new or related businesses, we will require additional personnel, in addition to our chief executive officer, if we are to develop our business.  Because we only have one employee in our business, there is a limit as to how much our business can grow.  We will need to employ and retain experienced key personnel in all aspects of our business if we are to grow.  We will compete with other, better known and better capitalized businesses, in identifying and employing key personnel who are experienced in all aspects of the entertainment industry.  We cannot assure you that we will be able to identify, hire and retain such personnel, and our failure to do so may materially impair our ability to generate revenues and operate profitably.

Any change in our business may impair our ability to conduct our present proposed business.

Our current strategic objective is to both develop and enhance our existing business and to enter into new or complementary businesses, such as merchandising, the creation of new forms of entertainment and brands, the development of new television programming and the development of branded location-based entertainment.  We anticipate that any such expansion of our business would be internally generated and, at least for the near future, not from acquisitions.  Because Shaun Donnelly, our chief executive officer, is responsible for all of our present business operations, the addition of new business segments could affect his ability to develop our current business.  Our ability to expand our operations will also be dependent upon our ability to engage and retain qualified personnel and obtaining additional capital to fund the new operations.  We cannot assure you that any expansion of our business will not materially impair our business, financial condition or the results of our operations.

Our failure to comply with applicable laws regulations may impair our ability to produce our programs.

We may be subject to regulations regarding our programming, including athletic commissions and other regulatory agencies, which affect the manner in which our programs are conducted and distributed.  To the extent that we fail to comply with applicable regulations, we may not be able to produce live MMA events.  Our inability to offer live programming could significantly impair our ability to generate revenue from our programs.  We intend to conduct business using the Internet and may be subject to foreign and domestic laws and regulations relating to consumer protection, information security, data protection and privacy, among other things. Many of these laws and regulations are still evolving and could be interpreted in ways that could impair our ability to conduct business using the Internet.  In the area of information security and data protection, the laws in several states require companies to implement specific information security controls to protect certain types of information. Likewise, all but a few states have laws in place requiring companies to notify users if there is a security breach that compromises certain categories of their information. Any failure on our part to comply with these laws may subject us to significant liability.

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We do not have adequate internal controls.

Since we only have two executive employees, only one of whom, our chief executive officer, devotes most of his time to our business, we do not have adequate internal controls over financial reporting.  Our chief financial officer is a consultant and he devotes such time as is necessary to our business.  We do not anticipate that we will be able to implement internal controls over financial reporting until and unless we can significantly expand our operations, which is dependent upon our ability to generate revenue from our business, and have sufficient available cash to enable us to engage the necessary accounting personnel and implement the necessary accounting systems.  Even if we have sufficient cash, it is unlikely that we can implement internal controls over financial reporting in the near future, and we cannot assure you that we will ever have adequate financial controls.  Our failure to have adequate internal controls over financial reporting could materially impact our business, our ability to raise required financing, and the market for and market price of our common stock.  If we cannot implement and maintain financial and managerial controls, reporting systems or procedures, we may not be able to provide accurate financial statements on a timely basis or comply with the Sarbanes-Oxley Act of 2002 as it applies to us.  Our failure to implement and maintain internal controls or to provide accurate financial statements could cause the trading price of our common stock to decrease substantially.

Because we do not have any trademark protection, our rights to Lingerie Fighting Championships may be impaired.

Although we are marketing our programs under the name Lingerie Fighting Championships, we do not have a trademark for that name.  Our failure to have a trademark could result in others using our name to market their products without a license from us.  We cannot assure you that we will be able to obtain a trademark on our name or that others will not use our name to market their products.  In addition, because of our lack of funds, even if we do obtain trademark protection, we may not have the funds to litigate against any infringers.

Risks Related to our Common Stock

There is a limited market for our common stock, which may make it difficult for you to sell your stock.

Our common stock trades on the OTC Pink under the symbol "BOTY." There is a limited trading market for our common stock and there is frequently no trading in our common stock.  We believe that our public float consists of less than 2,000 shares.  There are many days on which there is no trading in our stock, and, the OTC Markets website reported no sales during the period from March 25, 2015 through July 22, 2015, there were only two days on which a sale was reported.  Accordingly, there can be no assurance as to the liquidity of any markets that may develop for our common stock, the ability of our stockholders to sell our common stock, or the prices at which holders may be able to sell our common stock.  Further, because of the thin float, the reported bid and asked prices may have little relationship to the price you would pay if you wanted to buy shares or the price you would receive if you wanted to sell shares.

Because our common stock is not registered pursuant to the Securities Exchange Act of 1934, you will not have the benefit of protections provided by that Act.

The Securities Exchange Act requires companies whose securities are registered under the Securities Exchange Act to provide shareholders with a proxy statement or information statement in connection with actions taken by shareholders, requires officers, directors and 10% shareholders to report purchases and sales of the issuer's common stock, pay to the issuer short-term profits and requires 5% stockholders to report their holding in a filing with the SEC and requires the issuer to file annual, quarterly and periodic reports with the SEC.  Further, any investors who hold restricted shares will not be able to sell shares under Rule 144.  Because we are not registered pursuant to the Securities Exchange Act our stockholders will not have the benefits of the protections provided by that Act.

Because our chief executive officer owns approximately 47.3% of our common stock and our two directors and officers own 57.0% of our common stock, they can take actions requiring stockholder consent without prior notice to or the approval of other stockholders.

Our chief executive officer, who is our largest stockholder, owns approximately 47.3% of our common stock and our two directors and officers own approximately 57.0% of our common stock.  As a result, they have the ability to elect all of our directors and to take any other action that requires stockholder approval without consulting other stockholders and without the participation of other stockholders.  As long as our common stock is not registered pursuant to the Securities Exchange Act, our officers and directors can take action without notice to the other stockholders.

 

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Because our common stock may be a penny stock, you may have difficulty selling them in the secondary trading market.

Federal regulations under the Securities Exchange Act regulate the trading of "penny stock," which are generally defined as any security not listed on a national securities exchange or Nasdaq, priced at less than $5.00 per share and offered by an issuer with limited net tangible assets and revenues. Prior to the 800-for-one reverse split, our stock was quoted at prices which were less than $0.01 per share.  Although our common stock has been quoted at prices in excess of $5.00 per share following the reverse stock split and has recently been quoted at $5.00 per share, we cannot assure you that our stock price will not fall below $5.00, which would subject it to the penny stock rules.  If our common stock is a penny stock, it may not be traded unless a disclosure schedule explaining the penny stock market and the risks associated therewith is delivered to a potential purchaser prior to any trade.

In addition, to the extent that our stock is a penny stock, broker-dealers may not process trades in our stock and brokers that do permit trades in our stock must take certain steps prior to selling a penny stock, which steps include:

If these penny stock rules are not followed by the broker-dealer, the investor has no obligation to purchase the shares. The application of these comprehensive rules will make it more difficult for broker-dealers to sell our common stock and our shareholders, therefore, may have difficulty in selling their shares in the secondary trading market, and some broker-dealers will not process purchases or sales of penny stocks.

Because we were a penny stock prior to the reverse acquisition and we have a very small public float, brokers may treat our stock in the same manner as a penny stock regardless of our stock price.

Our stock price may be volatile and your investment in our common stock could suffer a decline in value.

There is currently no active market for our common stock, and an active market for our common stock may never develop.  Our common stock is quoted on the OTC Pink market, which is not a national securities exchange and does not provide the benefits to stockholders which a national exchange provides.  Furthermore, according to the OTC Markets website, the OTC Pink "is for all types of companies that are there by reasons of default, distress or design, which is why they are further segmented based on the level of information that they provide."  If a market does not develop then investors would be unable to sell any of our common stock likely resulting in a complete loss of their investment.  Should a market develop, the price may fluctuate significantly in response to a number of factors, many of which are beyond our control and may be in addition to the factors disclosed in this prospectus.

Because we do not have any significant public float, any purchase or sales of our common stock could have a significant effect on the price of our stock.

We believe that the public float for our common stock is less than 2,000 shares, and we believe that a significant number of the public stockholders own less than a round lot.  As a result, any sales of even a modest number of shares could have a significant effect upon the market price of our common stock.  Because of the low public float and the absence of any significant trading volume, the reported prices may not reflect the price at which you would be able to sell shares if you want to sell any shares you own or buy shares if you wish to buy share.  Further, stocks with a low public float may be more subject to manipulation than a stock that has a significant public float.

Brokers may be reluctant to effect transactions in our stock.

Brokerage firms have internal policies which limit the ability of a customer to purchase certain stocks.  Because of the low public float and trading volume as well as our historical stock price, your broker may refuse to process a purchase or sale of our common stock.  In addition, brokers that will process a purchase or sale of our common stock may require a commission that is higher than they would charge for trades in other securities.

 

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Because we are a former shell, we may not be able to continue to maintain our DTC eligibility, which could impair the market and market price for our common stock.

As a result of our recent reverse acquisition and reverse stock split and because we are a former shell, the Depository Trust Company is reviewing our eligibility for electronic delivery, which effects the ability of brokers to hold shares in street name.  We cannot assure you that our stock will continue to be DTC eligible.  In the event that we cease to be DTC eligible, it may be more difficult for you to sell any shares you own and brokers may be reluctant to handle purchases and sales of our stock, which could affect both the market price of and the market for our common stock.

We do not anticipate that any brokerage firms will provide coverage of us.

Brokerage firms are generally selective in determining which companies they will provide coverage.  We do not anticipate that any brokerage firms will provide coverage of our stock because of such factors as:

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The fact that we acquired LFC through a reverse acquisition;

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The absence of any operating history;

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Uncertainty as to whether our common stock will be DTC eligible.

We do not intend to pay any cash dividends in the foreseeable future.

We have not paid any cash dividends on our common stock and do not intend to pay cash dividends on our common stock in the foreseeable future.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements in this prospectus may be "forward-looking statements." Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events, conditions or performance. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Our forward-looking statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in this prospectus, including the risks described under "Risk Factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this prospectus. In addition, such statements could be affected by risks and uncertainties related to, for example, our ability to produce and market our programs, our ability to enter into agreements necessary for us to produce and distribute our programs, including agreements relating to the venue, production and distribution of our programs, our ability to engage fighters to perform in programs; our success in establishing an effective marketing program; the attractiveness of our program to potential viewers, our success in raising financing; our success in identifying, hiring and retaining key personnel necessary for us to develop our business, our success in identifying areas of expansion and integrating new business activities with our initial business; our financial performance, as well as general industry and market conditions and growth rates, and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this prospectus.

 

USE OF PROCEEDS

 

We will not receive any proceeds from the sale by the selling stockholders of their common stock.

SELLING STOCKHOLDERS

The following table sets forth the names of the selling stockholders, the number of shares of common stock owned beneficially by the selling stockholders as of July 20, 2015, and the number of shares of our common stock that may be offered by the selling stockholders pursuant to this prospectus. The table and the other information contained under the captions "Selling Stockholders" and "Plan of Distribution" has been prepared based upon information furnished to us by or on behalf of the selling stockholders. The following table sets forth, as to each of the selling stockholders, the number of shares beneficially owned, the number of share being sold, the number of shares beneficially owned upon completion of the offering and the percentage beneficial ownership upon completion of the offering.

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¹   Carlos Alonzo Cordoba, who is president of Zima World Holdings Corp., has the sole right to vote and dispose of the shares owned by Zima World Holdings Corp.

None of the selling stockholders has, or within the past three years has had, any position, office or material relationship with us or with any of our predecessors or affiliates except as described below.

Issuances of Shares to Selling Stockholders

In February 2015, LFC borrowed a total of $5,250 from four individuals, for which LFC issued its 5% convertible promissory notes due September 30, 2015.  The lenders included two of the selling stockholders, Giselle Dufourcq and Natalia Lopera, each of whom lent $700 to LFC and received a convertible note in the principal amount of $700.   The notes did not become convertible until the completion of the reverse acquisition.  Pursuant to the Share Exchange Agreement relating to the reverse acquisition transaction, on March 31, 2015, we issued 11,500,000 shares of common stock to the holders of the LFC common stock and 5,250,000 shares of common stock to the holders of the convertible notes.  As holders of convertible notes, Ms. Dufourcq and Ms. Lopera each received 700,000 shares of common stock in exchange for her convertible note on March 31, 2015.

On March 31, 2015, contemporaneously with the closing relating to the reverse acquisition, we sold to four of the selling stockholders – Hsu Tseng Hui, Michael and Sonya Ogrizovich, Zima World Holdings Corp. and Elliot Gar Hung Choi – a total of 2,500,000 shares of common stock for a purchase price of $0.08 per share, for a total of $200,000.  The proceeds from the private placement were held in escrow on March 31, 2015, and were paid to us on April 2, 2015.

 

PLAN OF DISTRIBUTION

 

The selling stockholders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions or by gift. These sales may be made at fixed or negotiated prices that may or may not be related to the market price at the time. Subject to the foregoing, the selling stockholders may use any one or more of the following methods when selling or otherwise transferring shares:

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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

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block trades in which a broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

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sales to a broker-dealer as principal and the resale by the broker-dealer of the shares for its account;

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an exchange distribution in accordance with the rules of the applicable exchange if we are listed on an exchange at the time of sale;

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privately negotiated transactions, including gifts;

 

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covering short sales made after the date of this prospectus;

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pursuant to an arrangement or agreement with a broker-dealer to sell a specified number of such shares at a stipulated price per share;

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a combination of any such methods of sale; and

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any other method of sale permitted pursuant to applicable law.

Because we are a former shell, the selling stockholders cannot presently sell any of the shares pursuant to Rule 144 under the Securities Act.

 

Broker-dealers engaged by the selling stockholders may arrange for other brokers dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. None of the selling stockholders is an affiliate of broker-dealers.

 

A selling stockholder may from time to time pledge or grant a security interest in some or all of the shares owned by them and, if the selling stockholder defaults in the performance of the secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions which may in turn engage in short sales of our common stock in the course of hedging the positions they assume. The selling stockholders may, after the date of this prospectus, also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge their common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

 

The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

 

The selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, they will be subject to the prospectus delivery requirements of the Securities Act, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act, and federal securities laws, including Regulation M, may restrict the timing of purchases and sales of our common stock by the selling stockholders and any other persons who are involved in the distribution of the shares of common stock pursuant to this prospectus. The selling stockholders have informed us that they do not have any agreement or understanding, directly or indirectly, with any person to distribute the common stock.

 

We may be required to amend or supplement this prospectus in the event that (a) a selling stockholder transfers securities under conditions which require the purchaser or transferee to be named in the prospectus as a selling stockholder, in which case we will be required to amend or supplement this prospectus to name the selling stockholder, or (b) any one or more selling stockholders sells stock to an underwriter, in which case we will be required to amend or supplement this prospectus to name the underwriter and the method of sale.

 

We are paying all fees and expenses incident to the registration of the shares. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

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MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Our common stock trades on the OTC Pink under the symbol BOTY.  The former symbol for our common stock was OILL and, after the reverse stock split, OILLD.   The symbol was changed to BOTY on April 29, 2015.  The stock has been quoted since April 2009. However, there were no reported trades until September 2009.   The following table sets forth the range of quarterly high and low closing prices of our common stock as reported during the 2014 and 2015, based on information on the OTC Markets website and for 2013, based on information provided by InvestorPiont.com.  These prices reflect inter-dealer quotations, do not include retail markups, markdowns or commissions and do not necessarily reflect actual transactions, and have been adjusted to reflect the 800-for-one reverse split, which became effective on March 20, 2015.

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As of July 22, 2015, the reported sales price for our common stock was $5.00 per share, which was a sale on June 22, 2015.  Based on information on the OTC Markets website, during the period from March 25, 2015 through July 21, 2015, there were only two days on which sales were reported.

Shareholders

As of June 18, 2015, we had approximately 246 shareholders of record of our common stock.

Transfer Agent

The transfer agent for the common stock is Island Stock Transfer Inc., 100 Second Avenue South, Suite 705S, St. Petersburg, Florida 33701, telephone (727) 289-0010.      

Dividend Policy

 

We have not paid dividends and we do not anticipate paying dividends in the near future.

BUSINESS

We are a development-stage media company, which is in the process of developing and implementing a program of original entertainment which we plan to make 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 is focused on developing mixed martial arts fighting techniques, known as MMA, together with fictional character persona portrayed by beautiful women in attractive costumes based on their respective fictional characters for the purpose of providing entertainment.

Each of the fighters has a specific and unique persona and appearance.  We plan to promote our events in a manner to create interest in each of the fighters and in the success of each fighter against the others, in the manner similar to a MMA league.  We believe that our female fighters and their characters will enable us to develop and maintain an audience willing to attend our events or watch our events either live or through video on demand, and well as buying merchandise related to the events. Some of the fighters have followings independent of their participation in our events and perform in their character in other media or venues.

We signed an agreement dated as of June 4, 2015 with HRHH Hotel/Casino, LLC, d/b/a Hard Rock Hotel and Casino for us to produce our first program, which we have named Lingerie Fighting Championships 20: A Midsummer Night's Dream at The Muse venue at the Hard Rock Hotel on August 8, 2015.  We are looking to schedule a second event in Las Vegas in October 2015.

As of July 20, 2015, we had four agreements for the media distribution of Lingerie Fighting Championships 20: A Midsummer Night's Dream, which are described under "Business – Agreements Relating to our Programs."

 

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In preparation for our first two events we have commenced the following and other related activities:

·

Booking the venue for each event.  We have scheduled our August 8, 2015 event, Lingerie Fighting Championships 20: A Midsummer Night's Dream, for the Hard Rock Hotel and Casino in Las Vegas, Nevada.  After we complete our first event, we will enter into discussions with respect to our second event, which we would like to schedule for October 2015.

·

Engaging the fighters.  We do not employ any of fighters.  For each event we will enter into agreements with fighters which covers the fighters' services for a specific event.   We may engage different fighters for different events.  As of July 20, 2015, we had agreements with ten fighters and three coaches and trainers for Lingerie Fighting Championships 20: A Midsummer Night's Dream.

·

Entering into programming contracts for the distribution of our programs through various media and in various countries.  As of July 20, 2015, we had four agreements for media distribution as described under "Business – Agreements Relating to our Programs."

·

Engaging other events personnel, including commentators, referees, ring girls, coaches and celebrity look-alikes.  We and MultiVision will be engaging these personnel prior to the event.

·

Scheduling training and rehearsals for the performers. The training and rehearsals are scheduled for the days preceding the show.

·

Hiring production crew and prepare production facilities.  Pursuant to our agreement with MultiVision, MultiVision will be responsible for hiring the production crews and preparing the facilities at the Hard Rock Hotel and Casino.

·

Arranging for the promotion and ticketing for the events.  The ticketing will be handled through the normal channels used by the Hard Rock Hotel and Casino.  We are arranging for the promotion of the event.

·

Implementing a marketing program, including posters, fliers, commercials, trailers, including uploading the commercials and trailers to YouTube, radio script and advertising.  We have produced the print material and commercials for Lingerie Fighting Championships 20: A Midsummer Night's Dream.  We have ordered promotional material such as T-shirts and DVD.  We have scheduled a photo shoot for the third week in July 2015, and, following the photo shoot, we plan to produce the program for the event.

·

Entering into agreements with sponsors. As of July 20, 2015, we did not have any sponsors for Lingerie Fighting Championships 20: A Midsummer Night's Dream, and we cannot assure you that we will have sponsors for this program.

We believe that our potential revenue sources for these events include, among other sources, tickets for the event, fees for the dissemination of our events through cable and satellite companies, and sales of products both at the event and through our website.  Although, as of July 20, 2015, we did not have any sponsors for Lingerie Fighting Championships 20: A Midsummer Night's Dream, we may seek to attract sponsors, which, if we are able to do so, would be an additional potential source of revenue.

Our costs relating to these events are significant, and our obligations are not dependent upon the success of the event.  We cannot assure you that we will be able to generate profits from those events that we do produce.

Our current strategic objective is to both develop and enhance our existing business and to enter into new or complementary businesses, such as merchandising, the creation of new forms of entertainment and brands, the development of new television programming and the development of branded location-based entertainment.  We anticipate that any such expansion of our business would be internally generated and, at least for the near future, not from acquisitions.  Because Shaun Donnelly, our chief executive officer, is responsible for all of our present business operations, the addition of new business segments could affect his ability to develop our current business.  We cannot assure you that we will be able to expand our business or that any expansion of our business will not materially impair our business, financial condition or the results of our operations

Prior to forming LFC, our chief executive officer, Shaun Donnelly, produced similar events which are available through the Internet.  However, these events were not broadcast live.

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Organization

We are a Nevada corporation incorporated on November 29, 2006 under the name Sparking Events, Inc.  Our 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.

We do not have a principal office.  We maintain a mailing address at 6955 North Durango, Suite 1115-129, Las Vegas, NV 89149, telephone (702) 527-2942.  Our website is www.lingeriefc.com. Information on our website or any other website does not constitute a part of this prospectus.

Prior to March 31, 2015, we were a shell company not engaged in any business activities.  On March 31, 2015, pursuant to the Share Exchange Agreement, among us, LFC, and the holders of all of the outstanding common stock and convertible notes of LFC, the holders of the LFC common stock and convertible notes exchanged their common stock and convertible notes of LFC for a total of 16,750,000 shares of common stock, which represented 85.1% of our common stock after giving effect to the issuance of the shares pursuant to the Share Exchange Agreement and the shares of common stock issued in a private placement of 2,500,000 shares of common stock that was completed contemporaneously with the reverse acquisition.

 

Agreements Relating to our Programs

We signed an agreement dated as of June 4, 2015 with HRHH Hotel/Casino, LLC, d/b/a Hard Rock Hotel and Casino for us to produce our first program, which we have named Lingerie Fighting Championships 20: A Midsummer Night's Dream at The Muse venue at the Hard Rock Hotel on August 8, 2015.  The agreement grants us a license to use the hotel's premises to present, film and televise our program.  The ticketing for our program is controlled by the Hard Rock's ticket office.  The agreement provides that we receive the net gross revenue from ticket sales, less a $5.00 facility charge.  The Hard Rock has the right to sell merchandise at the event, with the revenue from the merchandise being split based on an agreed-upon formula.  The agreement gives us the right to distribute, exhibit and exploit the program by any means and through any media in perpetuity, subject to compliance with the Hard Rock's trademark guidelines with respect to the name of the hotel and pictures relating to the hotel.

Pursuant to an agreement with MultiVision Media, Inc., we granted MultiVision the exclusive right to distribute the program through all forms of television and video platforms in the United States, Mexico, Central and South America and the Caribbean and worldwide rights to live streaming as well as a right of first refusal with respect to our next two programs.  The agreement provides MultiVision will pay all costs associated with the live production, satellite distribution lighting, and television announcers.  MultiVision is to recover two times its estimated costs after which we and MultiVision will share in the net revenues generated by the program in accordance with a formula.

Pursuant to a distribution agreement, we granted Bell TV a license to carry our program on pay per view and video on demand in Canada.  Pursuant to an agreement with Mauj Mobile Pvt. Ltd. we granted Mauj a non-exclusive right to distribute the program in India, United Arab Emirates, Saudi Arabia, South East region, Vietnam and the Philippines through mobile service provider, internet portals and websites and retail distribution.  Pursuant to these agreements we receive a percentage of the net revenue generated by the respective licensees.

We also have an agreement with Frequency Networks, Inc. pursuant to which Frequency has the right to distribute content that we provide Frequency and Frequency my distribute the content through various online and digital media. We intend to distribute promotional clips of our program pursuant to this agreement.

All of our distribution agreements grant the distributor a license to distribute in program or segments of the program in the media and territories set forth in the agreements.  However, the agreements do not include any requirements as to minimum payments to us, specific required distribution or minimum viewership.

We are also negotiating agreements with our fighters and other personnel in connection with Lingerie Fighting Championships 20: A Midsummer Night's Dream.  As of July 20, 2015, we had agreements with ten fighters and three coaches and trainers.  The agreements with the fighters typically provide for a fixed fee for training for and participating in the program.  The agreement includes a license to use the fighter's likeness in the program as well as in program-related merchandise, with the fighter receiving a percentage of sales of merchandise specific to her character.  The agreements do not restrict the fighters from using their fighting persona in other venues and media.

Intellectual Property

We do not have any trademarks.  Our agreement with the Hard Rock Hotel and Casino gives us the right to include in our program the hotel's name and logo subject to its trademark conditions.  We anticipate that our agreements with the fighters will include a license to use their name, likeness, character, photograph, voice or caricature in connection with the program and advertising and other publicity for the program.  However, our license does not affect the right of the fighters to use their character for other purposes not related to our program.

 

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Competition

Potential viewers have a virtually unlimited choice of entertainment programming which they may view through numerous media.  Although we have tried to design a programming format which we believe is unique, we compete with not only other MMA events, such as WWE Network, but other sports and entertainment events which are both televised live and are made available through video on demand, as well as commercial television and cable programming and other leisure activities.  In the current media environment, all entertainment events are competitive.  If we cannot attract a sufficient audience to our programs, we will not only fail to generate sufficient revenue to enable us to operate profitably, but it will become increasingly difficult for us to negotiate media distribution agreements on favorable terms, since media distribution companies look for content for which there is a sufficient market.  Many entertainment products fail to attract a sufficient audience, with the result that the programming is discontinued.  We cannot assure you that we will be able to generate a sufficient audience for our programming to enable us to continue to produce our programs.

Government Regulations

Employees

 

We do not have any employees other than our chief executive officer, who devotes most of his time to our business.  Our chief financial officer, who performs his services on an as-needed basis, is a consultant to us.  We do not employ any fighters, coaches or trainers.  We engage these personnel for each event, and we may engage different personnel for different events.

 

Property

We do not have an executive office, and we do not own or lease any real property.

Legal Proceedings

There are no material legal proceedings pending against us.

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MANAGEMENT'S DISCUSSION AND ANALYSIS FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Reverse Acquisition

Prior to March 31, 2015, we were a shell company not engaged in any business activities.  On March 31, 2015, pursuant to the Share Exchange Agreement, among us, LFC, and the holders of all of the outstanding common stock and convertible notes of LFC, the holders of the LFC common stock and convertible notes exchanged their common stock and convertible notes of LFC for a total of 16,750,000 shares of common stock, which represented 85.1% of our common stock after giving effect to the issuance of the shares pursuant to the Share Exchange Agreement and the shares of common stock issued in the private placement described in the following paragraph.  The issuance of the 16,750,000 shares of common stock to the former holders of LFC's common stock and convertible notes in exchange for the capital stock of LFC is referred to as the reverse acquisition transaction.  Contemporaneously with the completion of the reverse acquisition transaction, the sole director and chief executive officer of LFC became a director and our chief executive officer.  As a result of the reverse acquisition, our business has become the business of LFC.

On March 31, 2015, contemporaneously with the closing pursuant to the Share Exchange Agreement, we issued 2,500,000 shares of common stock for a purchase price of $0.08 per share, for a total of $200,000.  The proceeds from the private placement were held in escrow on March 31, 2015, and were paid to us on April 2, 2015.

Under generally accepted accounting principles, the acquisition by us of LFC is considered to be a capital transaction in substance, rather than a business combination. That is, the acquisition is equivalent to the acquisition by LFC of us with the issuance of stock by LFC for the net monetary assets of the Company.  This transaction is reflected as a recapitalization, and is accounted for as a change in capital structure.  Accordingly, the accounting for the acquisition is identical to that resulting from a reverse acquisition. Under reverse acquisition accounting, the comparative historical financial statements of the Company, as the legal acquirer, are those of the accounting acquirer, LFC.  As a result, the comparable financial statements for prior period will be the financial statements of LFC.  The accompanying financial statements reflect the recapitalization of the stockholders' equity as if the reverse acquisition transactions occurred as of the beginning of the first period presented.  Thus, the 11,500,000 shares of common stock issued to the former LFC stockholders are deemed to be outstanding for all periods reported since the date of the issuance by LFC of the underlying shares of LFC's common stock.  The 424,977 shares of common stock held by our stockholders prior to the reverse acquisition are deemed to have been issued on March 31, 2015, the closing date for the reverse acquisition transaction.

Because LFC was formed on July 21, 2014, we do not have comparative financial statements for the three months ended March 31, 2014 or the year ended December 31, 2013.

Overview

We are engaged in the business of developing and marketing live entertainment involving scripted mixed marital arts events featuring attractive and athletic women, each of whom dresses as a specific character. We have entered an agreement to hold our first program, Lingerie Fighting Championships 20: A Midsummer Night's Dream, on August 8, 2015, at the Hard Rock Hotel and Casino in Las Vegas.  We also have agreements for the distribution of our program as a live event broadcast on cable and satellite as well as subsequent distribution through other media, including video on demand.

We believe that our source of revenue for these events will come from various sources, including, but not limited to, tickets for the event, fees for the dissemination of our events through cable companies, for the event and sales of products both at the event and through on-line sales and from sales of edited versions of our original program.  Although we do not presently have any sponsors for Lingerie Fighting Championships 20: A Midsummer Night's Dream, we may seek to attract sponsors, which, if we are able to do so, would be an additional potential source of revenue.

Our costs relating to these events are significant, and our obligations are not dependent upon the success of the event.  We cannot assure you that we will be able to conduct our proposed events or to generate profits from those events that we do produce.  With respect to our first program, because MultiVision is paying the production costs, we may not recognize significant, if any, revenue from the distribution of our program by MultiVision in the United States, Mexico, Central and South America and the Caribbean.

 

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Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in United States dollars.  We use the accrual basis of accounting and have adopted a December 31 fiscal year end.  At March 31, 2015, the Company had one subsidiary, Lingerie Fighting Championships, Inc., which was subsequently merged into the Company.

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. We continually evaluates its estimates and judgments. We base our estimates and judgments on historical experience and other factors that we believe 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.

We consider all highly liquid investments with the original maturities of three months or less to be cash equivalents. We had $6,816 and $3,580 in cash as at March 31, 2015 and December 31, 2014, respectively.

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Basic (loss) per share of common stock is calculated by dividing our net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is calculated by dividing our net income available by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no common stock equivalents outstanding for the three months ended March 31, 2015 or the period July 21, 2014 (inception) to December 31, 2014.  For purpose of determining outstanding shares, the shares of common stock issued to pursuant to the Share Exchange Agreement are deemed outstanding from the date of the issuance of the underlying LFC common stock, and the shares held by our stockholders prior to the reverse acquisition are deemed outstanding from the date of the reverse acquisition, which is March 31, 2015.  Because we generated a net loss for the three months ended March 31, 2015 and the period July 21, 2014 (inception) to December 31, 2015, basic and diluted loss per share are the same.

 

Stock based compensation is accounted for based on the requirements of the Share-Based Payment topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award. The Accounting Standards Codification also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

 

Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the "measurement date." The expense is recognized over the period of services or the vesting period, whichever is applicable. Until the measurement date is reached, the total amount of compensation expense remains uncertain. We record compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties are then revalued, or the total compensation is recalculated based on the then current fair value, at each subsequent reporting date.

 

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Going Concern

Our financial statements have been prepared in conformity with GAAP, which contemplate our continuation as a going concern. We have not generated any revenues since inception, we have sustained losses since our organization and we require funding for our operations.  These conditions raise substantial doubt as to our ability to continue as a going concern.

 

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

Results of Operations for the three months ended March 31, 2015 and the period July 21, 2014 (inception) to December 31, 2014

We had no revenue for either the three months ended March 31, 2015 or the period from July 21, 2014 (inception) to December 31, 2014.

During the three months ended March 31, 2015, we had general and administrative expenses of $15,326, interest expense of $5,250, and a net loss of $20,576.  The interest expense represents the beneficial conversion feature on our convertible notes in the principal amount of $5,250 which were issued in February 2015 and exchanged for common stock pursuant to the Share Exchange Agreement.  During the period from July 21, 2014 (inception) to December 31, 2014, we incurred operating expenses of $264, which were principally general and administrative services.  We did not incur any expenses for executive compensation in either period.

We incurred a net loss of $20,576, or $0.00 (basic and diluted) for the three months ended March 31, 2015, and a net loss of $264, or $0.00 (basic and diluted) for the period from July 21, 2014 (inception) to December 31, 2014.

Liquidity and Capital Resources

At March 31, 2015, we had working capital of $153,866, as compared with working capital of $3,464 at December 31, 2014.  Our principal asset at March 31, 2015 was the subscription receivable of $200,000.  We received these funds on April 2, 2015.  We used the proceeds to pay the $36,000 loan payable as well as our ongoing operating expenses.

During the three months ended March 31, 2015, we used $4,592 in operations, reflecting our net loss of $20,576, adjusted for the $5,250 amortization of the beneficial conversion feature of our convertible notes, which is reflected as interest on our statements of operations, and an increase in accounts payable and accrued expenses of $10,734.  We recognized cash flow from investment activities of $2,578, representing the cash provided by the reverse acquisition.  Our cash flow from financing activities reflected proceeds of convertible notes in the amount of $5,250, of which $3,850 was from persons who are currently related parties and $1,400 was from unrelated parties.

During the period July 21, 2014 (inception) to December 31, 2014 we used $148 in operations, and we had no cash flow from investing activities.  Our cash flow from financing activities reflected a contribution to capital from a related party of $2,513 and proceeds from the issuance of common stock of $1,215.

The net proceeds from our private placement of $200,000 will provide us with funding only for our immediate need.  We have generated no revenue since inception, and we have sustained losses since our organization. We require funding to generate revenue.  Our initial expenses will relate to the development and production of our first program, which is scheduled for August 8, 2015 and other corporate expenses, including those relating to our status as a public company.  We anticipate that we will be dependent, for the near future, on additional investment capital to fund our operations.  We can give no assurances that we can or will become financially viable and continue as a going concern or that we will be able to obtain funding on reasonable, if any, terms.

 

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MANAGEMENT

Executive Officers and Directors

 

Our directors and executive officers are:

Shaun Donnelly has been chief executive officer and a director since the completion of the reverse acquisition on March 31, 2015.  Mr. Donnelly is an entertainment industry veteran who has created, produced and directed television series for such networks as Starz, AMI, ITV, Playboy TV, UKTV and YouToo.  Mr. Donnelly served as LFC's chief executive officer and sole director of LFC since its inception on July 21, 2014, and from April 2013 to July 2014, Mr. Donnelly operated a business similar to LFC's as a sole proprietorship, during which time he produced two events.  Since 2005, Mr. Donnelly has served as the head of Canada's Mind Engine Entertainment, where he has produced several feature films including the recently completed "Gone By Dawn."  Prior to getting into TV and film, Mr. Donnelly worked in the advertising industry where, in 1993, he founded Stormedia Communications, an Edmonton-based ad agency that specialized in oil and gas clients. He also published the literary digest Writer's Block Magazine for seven years and has worked as a writer and columnist for numerous magazines and newspapers.  Mr. Donnelly attended Grant MacEwan University where he earned diplomas in Advertising & Public Relations and Audio Visual Communications.  Mr. Donnelly does not believe that his duties with Mind Engine Entertainment will interfere with his duties as our chief executive officer.

Terry Butler has been our chief financial officer and a director since July 2012.  Mr. Butler also served as chief executive officer from July 2012 until the completion of the reverse acquisition with LFC on March 31, 2015.  Mr. Butler is a serial entrepreneur with over twenty five years of business experience that ranges across many industries.  Mr. Butler earned his undergraduate degree in accounting from Indiana University and his MBA from Harvard Business School.  He is a licensed certified public accountant, although he does not practice accounting.  Mr. Butler's has a full-time teaching positions at Indiana University for the coming term.

We have no audit, compensation or nominating committee. The functions of these committees are performed by the board of directors. We do not have any independent directors.  Both of our directors are also our executive officers.

Executive Compensation

The following summary compensation table indicates the cash and non-cash compensation earned during the years ended December 31, 2014 and 2013 by each person who served as chief executive officer and chief financial officer during the period July 21, 2014 (inception) to December 31, 2014. 

SUMMARY COMPENSATION TABLE

 

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Grants of Plan-Based Awards

 

None of our officers or directors holds any options at December 31, 2014.  We have one executive incentive plan, the 2010 long-term incentive plan, which covers 2,125 shares of common stock.  The plan permits the grant of options, stock grants and other forms of equity-based incentive.  No options are outstanding under this plan.

Pension Benefits

 

We currently have no plans that provide for payments or other benefits at, following, or in connection with retirement of our officers.

 

Employment Agreements

We have no employment agreements with our current executive officers.

PRINCIPAL STOCKHOLDERS

The following table provides information at to shares of common stock beneficially owned as of July 20, 2015:

 

  

 

The address for Mr. Donnelly and Mr. Butler is c/o Lingerie Fighting Championships, Inc., 6955 North Durango Drive, Suite 1115-129, Las Vegas, NV 89149.  The address of Mr. Chan is 11650 Olio Road, Suite 1000-199, Fishers, IN 46037.

None of the persons named in the table hold options or other rights to acquire common stock.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On December 31, 2014, Mr. Butler, Mr. Chan and one non-affiliated person each made a $12,000 loan to us (then known as Cala Energy Corp.) and received a 10% senior promissory note in the principal amount of $12,000.  The notes were due December 31, 2015 or earlier in the event that we completed a private placement of our stock.  The notes were paid from the proceeds of a $200,000 private placement of our common stock on March 31, 2015, contemporaneously with the completion of the reverse acquisition with LFC.  Mr. Chan was not a related party at December 31, 2014, and is deemed to have become a related party solely as a result of his acquisition of more than 5% of our common stock on March 31, 2015 pursuant to the Share Exchange Agreement relating to the reverse acquisition transaction.

 

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In February 2015, Mr. Butler and Mr. Chan each made a loan to LFC in the amount of $1,925.  The notes had a September 30, 2015 maturity date, and were converted into 1,925,000 shares of common stock pursuant to the share exchange agreement relating to the reverse acquisition.  At the time of the issuance of the shares upon conversion of the promissory notes, neither Mr. Butler nor Mr. Chan held any equity interest in our securities.  Two non-affiliated individuals, Giselle Dufourcq and Natilia Lopera, who are selling shareholder, each made a $700 loan to LFC and received 700,000 shares of common stock pursuant to the Share Exchange Agreement.  Neither Mr. Butler nor Mr. Chan had any stock or other equity interest in our equity securities other than the convertible notes prior to the completion of the reverse acquisition.

In addition, during 2014, Mr. Butler made a $100 advance to us, and Mr. Donnelly made a $115 advance to LFC prior to the reverse acquisition.  These advances are included in loans payable at March 15, 2015.

Through December 31, 2014, Mr. Butler had accrued compensation of $270,000, which represented compensation through August 31, 2014 from us, then known as Cala Energy Corp.  In February 2015, Mr. Butler forgave $270,000 of accrued compensation which was treated as a contribution to our capital.  The forgiveness of compensation was effective prior to the reverse acquisition transaction.

Pursuant to the share exchange agreement relating to the reverse acquisition with LFC, on March 31, 2015, Mr. Donnelly exchanged his common stock in LFC for 9,350,000 shares of common stock, representing 47.3% of our outstanding common stock after giving effect to the shares of common stock issued in connection with the reverse acquisition transaction and the related private placement.  Prior to the issuance of these shares, Mr. Donnelly had no equity or other interest in us.  He became our chief executive officer and a director as a result of the reverse acquisition transaction.

 

DESCRIPTION OF CAPITAL STOCK

Common Stock

 

Our authorized capital stock consists of 400,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share.   Holders of our common stock are entitled to equal voting rights, consisting of one vote per share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. The presence, in person or by proxy duly authorized, of the holders of one-third of the issued and outstanding shares of stock entitled to vote are necessary to constitute a quorum at any meeting of our stockholders. In the event of liquidation, dissolution or winding up of our company, either voluntarily or involuntarily, each outstanding share of the common stock is entitled to share equally in our assets subject to the rights of any holders of any series of preferred stock which may then be outstanding.

 

Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock. They are entitled to receive dividends when and as declared by our board of directors, out of funds legally available therefore. We have not paid cash dividends in the past and do not expect to pay any within the foreseeable future.

 

Preferred Stock

Our articles of incorporation give our board of directors the power to issue shares of preferred stock in one or more series without stockholder approval. Our board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from acquiring, a majority of our outstanding voting stock. The rights granted to the holders of a series of preferred stock could restrict payment of dividends on the common stock, dilute the voting power of the common stock, impair the liquidation rights of the holders of the common stock and delay or prevent a change in control without further action by stockholders.  We have no present plans to issue any shares of preferred stock.

 

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Nevada Law and Certain Provisions of our Articles of Incorporation and Bylaws

 

Nevada law (NRS78.378 through 78.3793) has restrictions on business combinations with interested stockholders.   Nevada law defines an interested stockholder as an acquiring person, an officer or director of the corporation or an employee of the corporation.  An acquiring person means any person who, individually or in association with others, acquires or offers to acquire a controlling interest in an issuing corporation.  An issuing corporation means a Nevada corporation that has at least 200 stockholders, of which at least 100 have addresses in Nevada, and does business in Nevada either directly or through an affiliates.  In addition, combinations with an interested stockholder remain prohibited for three years after the person became an interested stockholder unless (i) the transaction is approved by the board of directors or the holders of a majority of the outstanding shares not beneficially owned by the interested party, or (ii) the interested stockholder satisfies certain fair value requirements. The provisions of Nevada law relating to these transactions apply to any acquisition of a controlling interest in an issuing corporation unless the articles of incorporation or bylaws of the corporation in effect on the 10th day following the acquisition of a controlling interest by an acquiring person provide that the provisions of those sections do not apply to the corporation.  Our by-laws provide that NRS78.378 through 78.3793 do not apply. 

 

Our articles of incorporation provide that the liability of directors to us for monetary damages shall be eliminated to the fullest extent permissible under Nevada law.  NRS 78.138 provides, that, with certain limited exceptions, a director or officer is not individually liable to a corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless it is proven that (a) the director's or officer's act or failure to act constituted a breach of his or her fiduciary duties as a director or officer; and (b) the breach of those duties involved intentional misconduct, fraud or a knowing violation of law.

Our articles of incorporation have broad provisions for the indemnification of directors and officers.  Article SIXTH of our articles of incorporation provides as follows:

Our bylaws provide for indemnification to the maximum extent permitted by Nevada law.

 

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SEC Policy on Indemnification for Securities Act liabilities

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Penny-Stock Rules

 

The SEC has adopted regulations which generally define a "penny stock" to be any equity security that has a market price (as defined) of less than $5.00 per share, subject to certain exceptions, and is not listed on the a registered stock exchange or the Nasdaq Stock Market (although the $5.00 per share requirement may apply to Nasdaq listed securities) or has net tangible assets in excess of $2,000,000, if the issuer has been in continuous operation for at least three years, or $5,000,000, if the issuer has been in continuous operation for less than three years, or has average revenue of at least $6,000,000 for the last three years.

 

As a result, our common stock may be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the SEC relating to the penny stock market. The broker-dealer must also disclose the commission payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the "penny stock" rules may restrict the ability of broker-dealers to sell our securities and may affect your ability to sell our securities in the secondary market and the price at which you can sell our common stock.

 

According to the SEC, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

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Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

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Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

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"Boiler room" practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

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Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

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The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent losses to investors.

Purchasers of penny stocks may have certain legal remedies available to them in the event the obligations of the broker-dealer from whom the penny stock was purchased violates or fails to comply with the above obligations or in the event that other state or federal securities laws are violated in connection with the purchase and sale of such securities. Such rights include the right to rescind the purchase of such securities and recover the purchase price paid for them.

 

If our stock is a "penny stock" we do not have the safe harbor protection under federal securities laws with respect to forward-looking statement.

 

Transfer Agent

 

The transfer agent for the common stock is Island Stock Transfer Inc., 100 Second Avenue South, Suite 705S, St. Petersburg, Florida 33701, telephone (727) 289-0010.

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						July 21, 2014
		Three months ended				(inception) to
		March 31, 2015				December 31, 2014
		(Unaudited)				(Restated)
Sales		$	-			$	-
Operating expenses
General and administrative expenses			15,326				264
Total operating expense			15,326				264
Other expense
Interest expense			(5,250	)			-
Total other expense			(5,250	)			-
Loss before income taxes			(20,576	)			(264	)
Provision for income taxes			-				-
Net Loss		$	(20,576	)		$	(264	)
Basic and diluted net loss per share		$	(0.00	)		$	(0.00	)
Basic and diluted weighted average number of common shares outstanding			11,500,000				9,825,949

    

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LINGERIE FIGHTING CHAMPIONSHIPS, INC.

Notes to Consolidated Financial Statements

December 31, 2014 and March 31, 2015 (unaudited)

 

		March 31, 2015				December 31, 2014
Notes payable related parties		$	24,000			$	--
Notes payable			12,000				--
Non-interest bearing and payable on demand to related parties			215				--
		$	36,215			$	--

Cash		$	2,578
Total assets		$	2,578
Accounts payable		$	6,000
Notes payable (Notes 4 and 6)			36,100
Total liabilities		$	42,100
Net liabilities assumed		$	39,522

 

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LINGERIE FIGHTING CHAMPIONSHIPS, INC.

Notes to Consolidated Financial Statements

December 31, 2014 and March 31, 2015 (unaudited)

 

The Company has fully reserved the benefit from the tax loss carryforward as follows:

 

		March 31, 2015 (Unaudited)				December 31, 2014
Net operating loss carryforward		$	20,840			$	264
Tax rate			34	%			34	%
Tax benefit of net operating loss carryforward		$	7,086			$	90
Valuation allowance		$	(7,086	)		$	(90	)
Deferred income tax asset		$	0			$	0

 

The Company is subject to audits by U.S. Internal Revenue Service, state, local and foreign tax authorities. Management believes that adequate provisions have been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company's tax audits are resolved in a manner not consistent with management's expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs.

NOTE 9 – SUBSEQUENT EVENTS

On April 2, 2015, the Company received the $200,000 proceeds from the private placement of its common stock and used the proceeds to pay outstanding loans payable in the principal amount of $36,000, of which notes in the principal amount of $24,000 were held by related parties.  See Notes 4, 5 and 6.

Pursuant to a release agreement dated June 4, 2015, between the Company and its former counsel, the Company and its former counsel exchanged general releases and the Company issued to its former counsel 95,000 shares of common stock.  The shares were valued at $0.08 per share, which is the price per share paid in the Company's March 31, 2015 private placement, for a total of $7,600.

 

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PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. (1)

 

 

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ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

 

The registrant's articles of incorporation include the following provisions relating to indemnification.

The Company's bylaws provide for indemnification to the maximum extent permitted by Nevada law.

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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

 

The following information relating to unregistered sales of securities by registrant, including sales by LFC prior to the reverse acquisition, since July 21, 2014 (inception).  Reference to LFC relate to Lingerie Fighting Championships, Inc. prior to the completion of the reverse acquisition on March 31, 2015.

(i)

In connection with the organization of LFC, on August 19, 2014, LFC issued (i) 9,350,000 shares of its common stock to its sole director and officer for cash proceeds of $1,000 and (ii) 2,150,000 shares of common stock to three consultants for $0.0001 per share.  The sale was exempt from registration pursuant to Section 4(a)(2) of the Securities Act.  None of the shares were sold through an underwriter and, accordingly, there were no underwriting discounts or commissions involved.

(ii)

On March 31, 2015, pursuant to the terms of the Exchange Agreement, the Company (then known as Cala Energy Corp.) issued (a) 11,500,000 shares of outstanding common stock in exchange for all of the outstanding common stock of LFC, which were held by the persons described in (i) above, and (b) 5,250,000 shares of common stock in consideration for the all of the outstanding convertible notes of LFC. This transaction was exempt from registration under Section 4(a)(2) of the Securities Act as not involving any public offering.  None of the shares were sold through an underwriter and, accordingly, there were no underwriting discounts or commissions involved.

(iii)

On March 31, 2015, the Company issued 2,500,000 shares of common stock to four accredited investors for a purchase price of $0.08 per share, or a total of $200,000.  The sale was exempt from registration pursuant to Rule 506(b) of the Commission.  None of the shares were sold through an underwriter and, accordingly, there were no underwriting discounts or commissions involved.  The proceeds from the sale of the shares were used to pay outstanding notes in the principal amount of $36,000 and for corporate expenses and working capital.

(iv)

Pursuant to a release agreement dated June 4, 2015, between the Company and its former counsel, the Company and its former counsel exchanged general releases and the Company issued to its former counsel 95,000 shares of common stock.  The shares were valued at $0.08 per share, which is the price per share paid in the Company's March 31, 2015 private placement, for a total of $7,600.  The sale was exempt from registration pursuant to Section 4(a)(2) of the Securities Act.  None of the shares were sold through an underwriter and, accordingly, there were no underwriting discounts or commissions involved.

The holders of all of the shares of common stock described above agreed to hold the shares for investment and not with a view to the sale or distribution thereof, and the certificates for the shares bear a restricted stock legend and stop transfer instructions have been placed against the transfer of the shares.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES  

            

1	Filed as an exhibit to the Company's report on Form 8-K, which was filed with the SEC on April 7, 2015 and incorporated herein by reference.

2	Filed as an exhibit to the Company's Form 10-K for the year ended February 28, 2015 and incorporated herein by reference.

3	Filed as an exhibit to the Company's report on Form 8-K, which was filed with the SEC on July 22, 2015 and incorporated herein by reference.

4	Filed as an exhibit to the Company's registration statement on Form S-8, File No. 333-169007 and incorporated herein by reference.

5	Filed herewith.

*	To be filed by amendment.

 

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ITEM 17. UNDERTAKINGS.

 

We hereby undertake:

(a)(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by the Company is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned hereunto duly authorized in Las Vegas, Nevada this 24th day of July, 2015.

 

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

By: Shaun Donnelly              

       Shaun Donnelly, Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.