14

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During fiscal 2015, we used $153,725 of cash in operating activities, reflecting our net loss of $197,985.  During fiscal 2014, we used $148 of cash in our operating activities, reflecting our net loss of $264.  The increase in cash used during fiscal 2015 was related to an increase in net losses of $197,985, offset by the amortization of beneficial conversion feature that provided $5,250, stock-based compensation of $7,600, and an increase in accounts payable and accrued liabilities of $31,410.

18

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We adopted ASC 740-10-25, Income Taxes- Overall-Recognition, on January 1, 2007, which provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax position. We must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. We did not recognize any additional liabilities for uncertain tax positions as a result of the implementation of ASC 740-10-25.

 

Recent accounting pronouncements 

In 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 during 2014.

 

 

 

 

 

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

BALANCE SHEETS

See notes to financial statements

 

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

STATEMENTS OF OPERATIONS

 

See notes to financial statements

 

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

STATEMENTS OF STOCKHOLDERS' DEFICIT

 

See notes to financial statements

F-5

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LINGERIE FIGHTING CHAMPIONSHIPS, INC.

STATEMENTS OF CASH FLOWS

 

		Year ended				July 31, 2014 (inception) to
		December 31,				December 31,
		2015				2014
Cash Flows from operating activities:
Net loss		$	(197,985	)		$	(264	)
Adjustments to reconcile net loss to net cash
used in operating activities :
Amortization of beneficial conversion feature			5,250				-
Stock – based compensation			7,600				-
Changes in operating assets and liabilities:
Accounts payable and accrued expense			31,410				116
Net cash used in operating activities			(153,725	)			(148	)
Cash flows from investing activities:
Cash receipt from reverse merger			2,578				-
Net cash provided by investing activities			2,578				-
Cash flows from financing activities:
Capital contribution from related party			-				2,513
Repayment of notes			(12,000	)			-
Repayment of notes – related party			(24,000	)			-
Borrowings on convertible debt			1,400				-
Borrowings on convertible debt – related party			3,850				-
Proceeds from sale of common stock			200,000				1,215
Net cash provided by financing activities			169,250				3,728
Net increase in cash			18,103				3,580
Cash, beginning of the period			3,580				-
Cash, end of the period		$	21,683			$	3,580
Supplementary information
Cash paid during the period for:
Interest		$	100			$	-
Income taxes		$	337			$	-
Non cash investment and financing activities:
Advance forgiven by related party		$	-			$	2,513
Net liabilities assumed in the reverse merger		$	39,522			$	-
Discount to convertible debt for beneficial conversion feature		$	5,250			$	-
Common shares issued for conversion  debt		$	5,250			$	-

 

 

See notes to financial statements

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014

 

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

 

(a) Organization

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

The Company is a development-stage media company, which is in the process of developing and implementing a program of original entertainment for mature audiences which it plans 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.  Prior to the reverse acquisition transaction described below, the Company was a shell corporation, and had been a shell corporation since February 28, 2013.

References to LFC relate to Lingerie Fighting Championships, Inc. as it existed prior to the reverse acquisition transaction.  As a result of the reverse acquisition transactions, on March 31, 2015, LFC became a wholly-owned subsidiary of the Company, and on April 1, 2015, pursuant to an agreement of merger between the Company and LFC, LFC was merged into the Company and the Company's corporate name was changed to Lingerie Fighting Championships, Inc.

On March 31, 2015, the Company, pursuant to share exchange agreement (the "Share Exchange Agreement"), among the Company, LFC, and the holders of all of the outstanding common stock and convertible notes of LFC exchanged their common stock and convertible notes of LFC for a total of 16,750,000 shares of common stock, which represented 84.70% of the Company's 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.  The sole director and chief executive officer of LFC became a director and the chief executive officer of the Company.  As a result of the reverse acquisition, the Company's business has become the business of LFC.

On March 31, 2015, contemporaneously with the closing pursuant to the Share Exchange Agreement, the Company 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 the Company on April 2, 2015.  Accordingly, on March 31, 2015, the proceeds from the private placement are reflected as a subscription receivable.  None of the purchasers in the private placement are affiliates of the Company.

Under generally accepted accounting principles, the acquisition by the Company 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 the Company, then known as Cala Energy Corp., with the issuance of stock by LFC for the net monetary assets of the Company.  The assets and liabilities assumed were $2,578 and $42,100, respectively.  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 from the date of the issuance of the underlying LFC securities, the 424,977 shares of common stock held by the Company's stockholders prior to the reverse acquisition are deemed to have been issued on March 31, 2015, the closing date for the reverse acquisition transaction, and the 5,250,000 shares issued pursuant to the Share Exchange Agreement to the holders of the convertible notes and the 2,500,000 shares issued in the private placement were issued on March 31, 2015.

(b) Reverse Split

 

On April 20, 2015, the Company effected a one-for-800 reverse split, pursuant to which each share of common stock was converted into, and became 1/800 of a share of common stock, with fractional shares being rounded up to the next higher whole number of shares.  As a result of the reverse split, the 339,757,357 shares of common stock, then outstanding, became and were converted into 424,977 shares.  All references to shares of common stock and per share information retroactively reflect the reverse split.

 

NOTE 2 – BASIS OF PRESENTATION AND ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.  The Company uses the accrual basis of accounting and has adopted a December 31 fiscal year end.  The Company had no subsidiaries at December 31, 2015 and 2014.  

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates. The Company continually evaluates its estimates and judgments. The Company bases its estimates and judgments on historical experience and other factors that it believes to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known, even for estimates and judgments that are not deemed critical.

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $21,683 and $3,580 in cash as at December 31, 2015 and December 31, 2014, respectively.

The Company recognizes revenue from the sale of goods and services in accordance with ASC 605, "Revenue Recognition."  Revenue is recognized only when all of the following criteria have been met: (i) persuasive evidence for an agreement exists; (ii) service has been provided or goods has been delivered; (iii) the payment is fixed or determinable; and (iv) collection is reasonably assured.

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.

 

NOTE 3 – GOING CONCERN

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

 

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

NOTE 4 – LOANS PAYABLE AND CONVERTIBLE LOAN PAYABLE

On December 31, 2014, the Company, then known as Cala Energy Corp., borrowed $12,000 from each of three individuals for which the Company issued its 10% senior promissory note in the aggregate principal amount of $36,000.  The notes were due December 31, 2015 or earlier in the event that the Company completed a private placement of its common stock.  The notes, together with accrued interest, were paid from the proceeds of a $200,000 private placement of our common stock in April 2015, following the receipt by the Company of the proceeds from the private placement.  Two of the lenders are related parties.  See Note 6.

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. 

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.  Pursuant to the Share Exchange Agreement, these notes became converted into a total of 5,250,000 shares of common stock.  These notes did not become convertible until the completion of the reverse acquisition and the conversion was effected through an exchange of the notes for 5,250,000 shares of common stock pursuant to the Share Exchange Agreement.  The Company analyzed the convertible debt option for derivative accounting treatment under ASC Topic 815, "Derivatives and Hedging," and determined that the instrument does not qualify for derivative accounting.  The Company therefore performed an analysis to determine if the conversion option was subject to a beneficial conversion feature and determined that the instrument did have a beneficial conversion feature of $5,250.  The amount of the beneficial conversion feature was recorded to interest expense as the debt was exchanged for common stock on March 31, 2015.  Two of the lenders are related parties.  See Note 6.

NOTE 5 – STOCKHOLDERS EQUITY

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

There were no preferred shares issued and outstanding as at December 31, 2015 and 2014.

Common Stock

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. Pursuant to the Share Exchange Agreement, these notes became converted into a total of 5,250,000 shares of common stock.  These notes did not become convertible until the completion of the reverse acquisition and the conversion was effected through an exchange of the notes for 5,250,000 shares of common stock pursuant to the Share Exchange Agreement. Two of the lenders may be deemed related parties.  See Note 5.  The Company analyzed the convertible debt option for derivative accounting treatment under ASC Topic 815, "Derivatives and Hedging," and determined that the instrument does not qualify for derivative accounting.  The Company therefore performed an analysis to determine if the conversion option was subject to a beneficial conversion feature and determined that the instrument does have a beneficial conversion feature of $5,250 on March 31, 2015.  The $5,250 beneficial conversion feature was recorded to interest expense as the debt was exchanged for common stock on March 31, 2015. Two of the lenders are related parties.  See Note 6.

On March 31, 2015:

·

Pursuant to the Share Exchange Agreement, the Company issued 11,500,000 shares of common stock to the stockholders of LFC and 5,250,000 shares of common stock to the holders of convertible note holders of LFC.  As a result of the reverse acquisition accounting, these shares issued to the former LFC stockholders are treated as being outstanding from the date of issuance of the LFC shares.

·

The Company sold 2,500,000 shares of common stock to five investors at $0.08 per share, for a total of $200,000.  At March 31, 2015, the purchase price was held in escrow, and was released to the Company on April 2, 2015.

F-10

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The assets and liabilities of Cala Energy Corp., which were assumed by the Company as a result of the reverse acquisition, consisted of:

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.

On November 12, 2015, the Company purchased 750,000 shares of common stock from a consultant for $75.  These shares had been issued by LFC pursuant to a founders’ agreement dated July 28, 2014 for $75 and were exchanged for 750,000 shares of common stock pursuant to the Share Exchange Agreement.  The founders’ agreement gave the Company the right to repurchase the shares at cost if she ceased to be a consultant during the first year.  The Company exercised this right and repurchased the shares.  The Company intends to cancel these shares. These shares have not been cancelled as of December 31, 2015 and as such are accounted for as issued until cancelled.

 

For the year ending December 31, 2014, the company sold 11,500,000 common shares for $1,215 cash proceeds.

NOTE 6 – RELATED PARTY TRANSACTIONS

LFC’s chief executive officer, who became the Company’s chief executive officer in connection with the reverse acquisition, received 9,350,000 shares of common stock, representing 47.5% of the Company’s outstanding common stock, in exchange for 9,350,000 shares of LFC common stock pursuant to the Share Exchange Agreement.  The chief executive officer acquired his LFC common stock in July 2014 for $0.0001 per share, which was the par value of the LCF common stock.

Two individuals, one of whom was the Company’s then chief executive and chief financial officer prior to the reverse acquisition and became the Company’s chief financial officer after the reverse acquisition, and one who was not affiliated with the Company but who became a 5% stockholder as a result of the shares issued to him pursuant to the Share Exchange Agreement upon conversion of convertible notes held by him, each (i) made a $12,000 loan to the acquired company prior to the reverse acquisition transaction and received a 10% senior promissory note in the principal amount of $12,000, which were paid from the proceeds of the Company’s March 31, 2015 private placement (see Note 4), and (ii) made a loan to the LFC in the amount of $1,925, which became converted into 1,925,000 shares of common stock pursuant to the Share Exchange Agreement.  These loans represent $24,000 of the $36,000 of loans made by Cala Energy Corp. prior to the reverse acquisition transaction.  The convertible notes represent $3,850 of the $5,250 of convertible notes issued by LFC prior to the reverse acquisition.

The liabilities of the Cala Energy Corp. that were assumed by the Company includes $100 due to the Company’s chief financial officer, who was then the Company’s chief executive officer and chief financial officer prior to the reverse acquisition.  This loan has been paid and is reflected in the change in accrued expenses.

The Company's chief executive officer made a $2,628 advance to the Company during the period ended December 31, 2015. $2,513 of this $2,628 was forgiven by the chief executive officer during the period ended December 31, 2015.  The $115 advance was non-interest bearing and payable on demand and has been paid and included in the change in accrued expenses.

NOTE 7 – INCOME TAXES

The Company did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because the Company has experienced operating losses for U.S. federal income tax purposes since inception. When it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit

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

The Company has approximately $198,249 of net operating losses (“NOL”) carried forward to offset taxable income in future years which expire commencing twenty years from when incurred. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets relating to NOLs for every period because it is more likely than not that all of the deferred tax assets will not be realized.

The Company is subject to audits by U.S. Internal Revenue Service ("IRS"), 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 8  – SUBSEQUENT EVENTS

Management has evaluated events occurring after the date of these financial statements through the date that these financial statements were issued.  Based on our evaluation no events other than the following have occurred that require disclosure:

On April 1, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $40,000.

On April 4, 2016, the Company entered into an investment agreement with an unrelated party.  Per the investment agreement, the investor will invest up to $5,000,000 to purchase the Company’s common stock, par value of $.001 per share.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

 

ITEM 9A.   CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive and financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.

 

On March 18, 2016, we entered into an Equity Purchase Agreement with Tangiers Global, LLC (“Tangiers”), a Nevada limited liability company. Pursuant to the terms of the Equity Purchase Agreement, Tangiers committed to purchase up to $5,000,000 of our Common Stock during the Open Period. From time to time during the Open Period, the Company  may deliver a drawdown notice to Tangiers which states the dollar amount that we intend to sell to Tangiers on a date specified in the put notice (the “Put Notice”). The maximum investment amount per notice shall be shall be equal to one hundred percent (100%) of the average of the daily trading dollar volume (U.S. market only) of the Common Stock for the ten (10) consecutive Trading Days immediately prior to the applicable Put Notice Date so long as such amount does not exceed an accumulative amount per month of $100,000 unless a prior approval of the Investor is obtained by the Company. The total purchase price to be paid, in connection to the Put Notice, by Tangiers shall be calculated at a eighteen percent (18%) discount of the lowest trading price of the Common Stock during the five (5) consecutive Trading Days immediately succeeding the applicable Put Notice Date.

 

In connection with the Equity Purchase Agreement, the Company also entered into a registration rights agreement with Tangiers, pursuant to which we are obligated to file an S-1 registration statement with the Securities and Exchange Commission.

 

Upon the date of execution of this Agreement, the Company issued to the Purchaser a $100,000 promissory note as a commitment fee with a  10% interest rate. The note will be  repaid through payments from each Put occurring after 180 days from issuance of the Commitment Fee in the amount of 10% of each Put until the Note is fully repaid.  Tangiers agrees to extinguish $40,000 of the balance of the Commitment Fee Note if the S-1 registration statement related to this Agreement is declared effective within 90 days of the date hereto.

 

Tangiers will periodically purchase our Common Stock under the Equity Purchase Agreement and will, in turn, sell such shares to investors in the market at the market price. This may cause our stock price to decline, which will require us to issue increasing numbers of common shares to GHS to raise the same amount of funds, as our stock price declines.

 

The aggregate investment amount of $5,000,000 was determined based on numerous factors, including the following:

 

 

 

 

 

Involvement in Certain Legal Proceedings

 

To our knowledge, during the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has:

Section 16(a) Beneficial Ownership Compliance

As of the date of this report, we are not subject to Section 16(a) of the Securities Exchange Act of 1934.

Compensation of Directors

Currently, members of our Board of Directors receive no compensation.

34

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35

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Butler nor Mr. Chan held any equity interest in our securities.  Two non-affiliated individuals each made a $700 loan to LFC and received 700,000 shares of common stock pursuant to the share exchange agreement.

In addition, during fiscal 2015, Mr. Butler made a $100 advance to the Company.

Pursuant to the share exchange agreement relating to the reverse acquisition with LFC, on March 31, 2015, Shaun Donnelly exchanged his common stock in LFC for 9,350,000 shares of common stock, representing 47.5% of our outstanding common stock, after giving effect to the reverse acquisition transaction and a contemporaneous private placement of our common stock.  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.

The liabilities of the Cala Energy Corp. that were assumed by the Company includes $100 due to the Company’s chief financial officer, who was then the Company’s chief executive officer and chief financial officer prior to the reverse acquisition.  This loan has been paid and is reflected in the change in accrued expenses.

The Company's chief executive officer made a $2,628 advance to the Company during the period ended December 31, 2015. $2,513 of this $2,628 was forgiven by the chief executive officer during the period ended December 31, 2015.  The $115 advance was non-interest bearing and payable on demand and has been paid and included in the change in accrued expenses.

ITEM 14.         PRINCIPAL ACCOUNTING FEES AND SERVICES.

 

Since we do not have a formal audit committee, our board of directors serves as our audit committee. We have not adopted pre-approval policies and procedures with respect to our accountants. All of the services provided and fees charged by our independent registered accounting firms were approved by the board of directors.  During fiscal 2015 and 2014, our board of directors consisted of one individual, Mr. Terry Butler. Mr. Butler has resigned from the position as of March 31, 2016.

 

MaloneBailey:

 

36

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2.1		Share Exchange Agreement dated March 31, 2015, by and among Cala Energy Corp., Lingerie Fighting Championships, Inc., and the Shareholders of Lingerie Fighting Championships, Inc.		Form 8-K filed with the Securities and Exchange Commission on April 7, 2015 and incorporated herein by reference.
2.2		Agreement and Plan of Merger dated April 1, 2015, by and among the Company and Lingerie Fighting Championships, Inc.		Form 8-K filed with the Securities and Exchange Commission on April 7, 2015 and incorporated herein by reference.
2.3		Articles of Merger effective as of April 1, 2015 with the Nevada Secretary of State.		Form 8-K filed with the Securities and Exchange Commission on April 7, 2015 and incorporated herein by reference.
3.1		Certificate of Change of the Company pursuant to Nevada Revised Statutes Section 78.209, as filed with the Secretary of State of the State of Nevada on March 20, 2015.		Form 8-K filed with the Securities and Exchange Commission on April 7, 2015 and incorporated herein by reference.
3.2		Amended and Restated Articles of Incorporation of the Company.		Form 10-K Filed with the Securities and Exchange Commission on May 5, 2014 and incorporated herein by this reference.
3.3		Amended Articles of Incorporation of the Company.		Form 10-K filed with the Securities and Exchange Commission on June 13, 2013 and incorporated herein by this reference.
3.4		Amended Articles of Incorporation of the Company.		Form 8-K filed with the Securities and Exchange Commission on March 31, 2010 and incorporated herein by this reference.
3.5		Amended and Restated Articles of Incorporation of  Company		Form 8-K filed with the Securities and Exchange Commission on April 24, 2009 incorporated herein by this reference.
3.6		Articles of Organization of the Company.		Form 8-K filed with the Securities and Exchange Commission on April 24, 2009 and incorporated herein by this reference.
3.8		Bylaws of the Company		Form SB-2 filed with the Securities and Exchange Commission on December 12, 2007 and incorporated herein by this reference.
4.1		Form of 5% Convertible Promissory Note issued by the Lingerie Fighting Championships, Inc., in connection with the sale of convertible promissory notes.*		Form 8-K filed with the Securities and Exchange Commission on April 7, 2015 and incorporated herein by reference.
4.2		Form of 10% Senior Promissory Note issued by the Company, in connection with the sale of senior promissory notes.*		Form 8-K filed with the Securities and Exchange Commission on April 7, 2015 and incorporated herein by reference.
10.1		Form of Founders Agreement, dated July 31, 2014, by and among Lingerie Fighting Championships, Inc., and Mohammed Ismail.		Form 8-K filed with the Securities and Exchange Commission on April 7, 2015 and incorporated herein by reference.
10.2		Form of Founders Agreement, dated July 28, 2014, by and among Lingerie Fighting Championships, Inc., Michelle C. Blanchard and Stephen J. Ureczky.		Form 8-K filed with the Securities and Exchange Commission on April 7, 2015 and incorporated herein by reference.
10.3		Form of Securities Purchase Agreement, by and among the Company and investors in the PPO financing.		Form 8-K filed with the Securities and Exchange Commission on April 7, 2015 and incorporated herein by reference.
10.4		Form of Escrow Agreement, by and among the Company, CKR Law, LLP and investors in the PPO financing.		Form 8-K filed with the Securities and Exchange Commission on April 7, 2015 and incorporated herein by reference.
10.5		2010 Long-Term Incentive Plan of the Company.		Form S-8, File No. 333-169007, filed with the Securities and Exchange Commission on August 23, 2010 and incorporated herein by this reference.
10.6		Investment Agreement between Company and Tangiers Global, LLC, dated as of March 18, 2016.  *
10.7		Registration Rights Agreement between Company and Tangiers Global, LLC, dated as of March 18, 2016.  *
10.8		Commitment Fee Promissory Note between the Company and Tangiers Global, LLC, dated as of March 18, 2016.  *
21.1		List of Subsidiaries.		Form 10-K filed with the Securities and Exchange Commission on May 29, 2014 and incorporated herein by this reference.
31.1		Certification of Principal  Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002of the Principal Executive Officer and Principal Financial Officer* *

 

	LINGERIE FIGHTING CHAMPIONSHIPS, INC.
Date: April 14, 2016	By:	/s/ Shaun Donnelly
		Shaun Donnelly
		Chief Executive Officer and Chief Financial Officer

Signature		Title			Date
/s/ Shaun Donnelly		Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial and Accounting Officer), and Director			April 14, 2016
Shaun Donnelly