FORWARD LOOKING STATEMENTS

This annual report on Form 10-K contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this annual report on Form 10-K. Additionally, statements concerning future matters are forward-looking statements.

Although forward-looking statements in this annual report on Form 10-K reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, ~~forward-looking~~forward- looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings "Risks Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Form 10-K. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this annual report on Form 10-K, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this annual report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

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PART I

ITEM 1. BUSINESS.

As used in this Annual Report, “we,” “us,” “our,” “LFC,” “Company” or “our Company” refers to Lingerie Fighting Championships, Inc.

History

We were incorporated in Nevada on November 29, 2006 under the name Sparking Events, Inc., and on September 16, 2013 our corporate name was changed to Cala Energy Corp., (formally, Xodtec LED, Inc.) under which we were engaged in the business of offering services, such as enhanced oil recovery and material supplies, to gas and oil fields predominantly located in Southeast Asia. We were not successful in our efforts and discontinued this line of business. ~~Since that time, and prior to the “Exchange Agreement” (defined below) we have been a "shell company", as such term is defined in Rule 12b-2 of the Exchange Act.~~

On March 31, 2015, the Company, pursuant to share exchange agreement (the "Share Exchange Agreement"), among the Company, Lingerie Fighting Championships, Inc. (“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.

As a result of the reverse acquisition with LFC, we ceased to be a shell company on March 31, 2015.

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Effective as of April 1, 2015, we changed our name to "Lingerie Fighting Championships, Inc." a name which more accurately represents our new business. We effected the name change by virtue of a short form merger, pursuant to which LFC (our wholly owned subsidiary after the LFC Acquisition) merged with and into the Company, with the Company remaining as the surviving parent corporation. In connection with the name change, we submitted to FINRA a voluntary request for the change of our OTC trading symbol. Our Common Stock now trades under the symbol “BOTY”.

As a result of, and in connection with, the reverse acquisition, the Company changed its fiscal year to December 31, which was LFC's fiscal year, from a fiscal year ending February 28.

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.

~~We do not have~~

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On September 14, 2016, Lingerie Fighting Championships, Inc., a ~~principal office. Our mailing address is 6955 North Durango, Suite 1115-129, Las Vegas, NV, 89149, telephone (702) 527-2942. Our website is www.lingeriefc.com.~~

~~DESCRIPTION OF BUSINESS~~

~~As a result~~Nevada Corporation (the “Company”) filed an amendment to its articles of incorporation (the “Amendment”) with the ~~LFC Acquisition, we are seeking to develop our business (through our wholly owned subsidiary)~~Secretary of organizing, promoting, producing, commercializing and distributing original entertainment events and programming to be made commercially available through live events, broadcast television, video-on-demand and digital media.

~~History~~

As described above, we were incorporated in Nevada on November 29, 2006 under the name Sparking Events, Inc., and on September 16, 2013 our corporate name was changed to Cala Energy Corp., (formally, Xodtec LED, Inc.) under which we were engaged in the businessState of offering services, such as enhanced oil recovery and material supplies, to gas and oil fields predominantly located in Southeast Asia. We were not successful in our efforts and discontinued this line of business. Since that time we have been a "shell company" as such term is defined in Rule 12b-2 under the Exchange Act. As a result of the reverse acquisition, we have ceased to be a shell company.

~~LFC, our wholly owned subsidiary upon the closing of LFC Acquisition, was incorporated in~~ the State of Nevada, ~~on July 21, 2014. Immediately after~~which, among other things, established the ~~LFC Acquisition, we elected to effectuate a short form merger between us~~designation, powers, rights, privileges, preferences and ~~our newly acquired LFC subsidiary, which resulted in the merger of LFC into us with us as the remaining surviving company and the change of our name "Lingerie Fighting Championships, Inc.~~

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~~THE SHARE EXCHANGE AND RELATED TRANSACTIONS~~

~~The LFC Acquisition~~

Among other provisions, each one (1) share of the Series A Preferred Stock shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of our Common Stock for (i) 11,500,000 shares of LFC Common Stock, and (ii) the Convertible Notes of LFC which were automatically convertible upon a merger into 5,250,000 shares of LFC Common Stock, as a result of which LFC has become a wholly-owned subsidiarycommon stock of the Company ~~and we became an operating Company.~~

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

Atrespective vote (the “Numerator”), divided by (y) 0.49, minus (z) the ~~closing~~Numerator. For purposes of illustration only, if the total issued and outstanding shares of common stock of the ~~LFC Acquisition, pursuant~~Company eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series A Preferred Stock shall be equal to 102,036 (0.019607 x 5,000,000) / 0.49) – (0.019607 x 5,000,000) = 102,036).

Fifty-one (51) shares of Series A Preferred Stock were authorized and fifty-one (51) shares of Series A Preferred Stock were issued to Shaun Donnelly, the Company’s Chief Executive Officer and a director of the Company.

On November 22, 2016, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation (the “Amendment”) with the Secretary of State of Nevada to increase the number of authorized shares of common stock, par value $0.001 per share, from four hundred million (400,000,000) shares to one billion (1,000,000,000) shares. A true and correct copy of the Amendment is filed as Exhibit 3.1 to this report.

On January 23, 2017, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation (the “Amendment”) with the Secretary of State of Nevada to increase the number of authorized shares of common stock, par value $0.001 per share, from one billion (1,000,000,000) shares to one billion two hundred million (1,200,000,000) shares. The Company did not timely comply with the requirements of Regulation 14C under the Exchange ~~Agreement:~~

	·	~~All shares of LFC Common Stock (including shares of LFC Common Stock issuable upon conversion of certain LFC Convertible Notes) issued and outstanding immediately~~Act for the above referenced increases in the Company’s authorized common shares. This would have required us to circulate an information statement describing the corporate actions taken above by the written consent of a majority of our shareholders at least 20 days prior to ~~the closing of the LFC Acquisition were exchanged on a one-for-one basis into an aggregate of 16,750,000 shares of our Common Stock or approximately 84.70% of our outstanding Common Stock;~~
	·	The investors in our PPO financing upon the closing of the LFC Acquisition acquired an aggregate of 2,500,000 shares of our Common Stock or approximately 12.65% of our outstanding Common Stock for gross offering proceeds of $200,000;
	·	The 424,977 shares of our Common Stock issued and outstanding immediately prior to the LFC Acquisition and PPO financing, now only reflect approximately 2.65% of our outstanding Common Stock as a result of the said transactions;

~~As of~~ the effective date of the ~~LFC Acquisition,~~corporate action. We did however have super majority shareholder consent as required for amending the ~~LFC Shareholders (which,~~articles of incorporation. The failure to initially comply with Regulation 14C in a timely manner was inadvertent, and while not probable, could cause the SEC to bring an enforcement action or commence litigation against us for failure to comply with Regulation 14C. Such enforcement could subject us to penalties including the ~~avoidance~~payment of ~~doubt includes~~fines or damages. Any such claims or actions could cause us to expend financial resources to defend ourselves, and could divert the ~~holders~~attention of ~~Convertible Notes) received 84.70%~~our management from our core business.

On November 2, 2017, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation (the “Amendment”) with the Secretary of State of Nevada to increase the number of authorized shares of common stock, par value $0.001 per share, from one billion two hundred million (1,200,000,000) shares to five billion (5,000,000,000) shares. A true and correct copy of the ~~outstanding shares of our Common Stock, pursuant~~Amendment is filed as Exhibit 3.1 to which each such LFC Shareholder was entitled his or her pro-rata portion thereof. The remaining 15.30% of such shares are held as follows; (i) the shareholders of the Company immediately prior to the closing of the LFC Acquisition retained approximately 2.65% of the outstanding shares of our Common Stock, pursuant to which each such Company shareholder was entitled to his or her pro-rata portion thereof and (ii) the five investors in the PPO financing received 12.65% of the outstanding shares of Common Stock.

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~~The Equity Financing~~

Concurrently with the closing of the LFC Acquisition, we consummated the closing of a private placement offering (the "PPO") for the sale of 2,500,000 shares of Common Stock, at an offering price of $0.08 per share, to certain accredited investors and non-U.S. Persons pursuant to the terms and conditions of a Securities Purchase Agreement and Escrow Agreement between us and the subscribers to the PPO. The closing of the LFC Acquisition was a condition precedent to the closing of the PPO. The PPO offering was fully subscribed for by five investors with $36,000 of the proceeds allocated towards the repayment of our indebtedness.

~~Departure and Appointment of Directors and Officers~~

Our board of directors of the Company (the "Board") immediately prior to the LFC Acquisition consisted of one (1) member, Terry Butler, who also served as our Chief Executive Officer, Chief Financial Officer since July 2012 ("Butler").

Upon closing of the LFC Acquisition, Butler remained as director and Chief Financial Officer and was appointed by the Board to serve as the Secretary and Treasurer of the Company, and Shaun Donnelly, the principal officer and founder of LFC, was elected by the Board to serve as a director, Chief Executive Officer and President of the Company.

~~Lock-up Agreements and Other Restrictions~~

Certain LFC Shareholders, namely, Mohammed Ismail ("Ismail"), Stephen J. Ureczky ("Ureczky"), as well as Michelle C. Blanchard ("Blanchard" and, together with Ismail and Ureczky, (the "Restricted Holders") were parties to certain lock-up agreements with LFC, pursuant to which the Restricted Holders are prohibited (except in certain limited circumstances) from certain sales, short selling or dispositions of our Common Stock (the "Lock-Up Agreements") in accordance with the following (collectively, the "Lock-Up"):

this report.

~~(i)~~ Blanchard and Ureczky, holding an aggregate of 750,000 shares of our Common Stock each, are each restricted until the earlier to occur of: (i) July 29, 2017 or (ii) eighteen months from the date that Blanchard is no longer employed or acting as a consultant to the Company;5

~~(ii)~~ ~~Ismail, holding an aggregate~~Table of ~~650,000 shares of our Common Stock, is restricted for eighteen months following the Closing Date of the LFC Acquisition; and~~Contents

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A portion of the shares issued to the Restricted Holders and subject to the Lock-Up are redeemable by the Company at $0.00010 per share in such event that the Restricted Holders are no longer employed by or acting as a consultant to the Company and, wishes to transfer shares of Common Stock prior to the date set forth in the Lock-Up Agreements.

~~Pro Forma Ownership~~

~~Immediately after giving effect to the closing of the LFC Acquisition and the PPO financing, there were 19,769,977 shares of Common Stock issued and outstanding, held as follows:~~

	·	the LFC Shareholders (inclusive of holders of 5% Convertible Notes) prior to the LFC Acquisition were issued 16,750,000 shares of our Common Stock or approximately 85.13% of our outstanding Common Stock;
	·	the subscribers to the PPO financing hold 2,500,000 shares of our Common Stock or approximately 12.7% of our outstanding Common Stock ; and for cash proceeds of $200,000. Upon the closing of the PPO financing, $36,000 of the $200,000 gross proceeds raised pursuant to the sale of PPO Shares were used to repay and discharge our obligations under the Senior Notes (See Item 8.01),
	·	The Company's pre-existing shareholders, existing prior to the LFC Acquisition, continue to hold 424,697 shares of our Common Stock which now only constitutes approximately 2.16% of our outstanding Common Stock.

~~No other securities convertible into or exercisable or exchangeable for our Common Stock (including options or warrants) are outstanding.~~

~~Listing; Stock Symbol~~

~~Our Common Stock is quoted on the OTC Pink under the symbol "BOTY".~~

~~Accounting Treatment; Change of Control~~

The LFC Acquisition is being accounted for as a "reverse acquisition," and LFC is deemed to be the acquirer for accounting purposes. Consequently, the assets and liabilities and the historical operations that will be reflected in the financial statements prior to the LFC Acquisition will be those of LFC and will be recorded at the historical cost basis of LFC, and the consolidated financial statements after completion of the LFC Acquisition will include the assets and liabilities of LFC, historical operations of LFC, and operations of LFC from the Closing Date of the LFC Acquisition. As a result of the issuance of the shares of our Common Stock pursuant to the LFC Acquisition, a change in control of the Company occurred as of the date of consummation of the LFC Acquisition. Except as described in this Current Report, no arrangements or understandings exist among present or former controlling stockholders with respect to the election of members of our Board and, to our knowledge, no other arrangements exist that might result in a change of control of the Company.

~~The parties have taken all actions necessary to ensure that the LFC Acquisition is treated as a tax-free exchange under Section 351 of the Internal Revenue Code of 1986, as amended.~~

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~~We continue to be a "smaller reporting company," as defined under the Exchange Act, following the LFC Acquisition.~~

Our Business

Our LFC business and brand is focused on building and establishing a sports entertainment league that utilizes wrestling and mixed martial arts ("MMA") fighting techniques together with fictional character personas, parodies of public figures and professional sporting leagues and fictional storylines for purposes of providing entertainment. We seek to promote and market our brand, our programming, our events and our products.

Our mission is to establish the popularity of our LFC league and brand based on the future success of our athletes, fictional character personas and other entertainment value. Our uniqueness is derived from our predominantly all female league structure, where a vast array of beautiful, attractive and unique women engage in a provocatively scripted version of wrestling and MMA fighting techniques against one another for purposes of delivering high quality entertainment to mature audiences.

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

Parody, Satire and Drama

Our entertainment also involves the development of original fictional characters or settings that both directly and indirectly references other athletes, professional figures, sports entertainment leagues, athletic events and/or celebrity personas through parody and/or satire or drama with the intent to highlight and create irreverent, funny or dramatic characters and situations that mock, what we believe to be, an over-promoted pop phenomena prevalent in today's media and sports entertainment leagues.

Our Events

Our operations seek to be organized around the development, promotion and distribution of our live events and televised entertainment programming. We also seek to develop branding and merchandising avenues for revenues.

Live Events

We seek to produce and market our first live entertainment event in Las Vegas, NV, and intend expand our entertainment events into other cities and states. Our live events will capture scripted and choreographed live action fight sequences, as well as pre-fight and post-fight reports, to be recorded and edited by our in-house production team and serve as the live action fictional content for our video and television programming. It is intended that these live events will be promoted through a variety of media outlets, including television, radio, print, the Internet and local grass roots marketing efforts.

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To date, we have conducted one live entertainment event and continue to promote the LFC brand through our various YouTube® channels, advertising videos and other related promotional materials.

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We ~~expect to launch~~launched our first full regular season of the LFC sporting events in May of 2015, which ~~will most likely take~~took place in ~~Nevada, but no assurance can be made that the event will take place or that~~Nevada. Since than we ~~will find financing or an appropriate venue.~~have held events in California, North Dakota and Internationally in Bratislava, Slovakia. We will continue to work on obtaining contracts with both our current and prospective entertainers.

Video Programming

We are an independent producer of video programming for digital home video and intend to develop such video programming for broadcast television, cable television, pay-per-view and video-on-demand markets. We produce scripted style fights featuring attractive and athletic females of the LFC league clothed in lingerie. Our featured episodes, called the Lingerie Fighting Championships, will include live action content stylized and modeled in the format of a reality television series.

Each episode will be 120 minutes in length and features variable lengths of choreographed fight sequences, fighter vignettes and behind the scenes footage, pre-fight and post-fight commentary, as well as entertaining fictional storylines that combine drama, parody and satire.

Television Programming; Pay-Per View Programming

We will produce and own our television programming and video library and believe that pay-per-view and ~~video-on-demand~~video-on- demand television distribution presents opportunities to generate revenue for our business. In an effort to build our LFC brand, we plan to distribute our live event programming through pay-per-view and video-on-demand television outlets in the future.

Home Video

We expect to pursue opportunities in the home video market by licensing, on a distribution fee and/or royalty basis our growing video library to third parties to develop, produce, manufacture, and sell DVDs for the home video market. We hope to develop a video library with proprietary material from our live events, television broadcasts, special events and behind the scenes content of live events. To date, we have developed and produced an LFC DVD entitled "Lingerie Fighting Championships: Lace vs Leather" which is currently being sold on the LFC official website (www.lingeriefc.com) as well as Amazon.com.

It is intended that we will continue to produce develop our video programming to be sold in DVD volume installments in retail stores and on-line via such e-commerce platforms such as the LFC official site (www.lingeriefc.com) and other third party retailers including, but not limited to, Amazon® and iTunes®. We are currently in discussion with various other retailers specializing in home video distribution. All references herein to Amazon®, iTunes®, YouTube® or Facebook® are to websites operated by such entities and we do not have any rights, affiliation or license with them other than the presence of our media or products on such media platforms as set forth herein.

Online Programming

We utilize the Internet to communicate with our fans and market and distribute our various programming. Through our network of websites and social media, our fans and customers can obtain the latest news and information on the LFC, purchase our live event tickets, home video programming, and purchase our branded merchandise. Our main site is www.lingeriefc.com. We will promote www.lingeriefc.com at our live events and on our televised programming.

The Company utilizes a Facebook page that has accrued a modest fan base of followers ~~(https:~~(http://www.facebook.com/lfcfighting). We also have two (2) YouTube® channels with a small, growing fan base. We will seek to hire administrative employees to administer and build our social media presence.

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Branded Merchandise

Licensing and Direct ~~Sales~~.

Sales. We believe that licensing of LFC names, logos and copyrighted works on a variety of retail products presents a further opportunity to generate revenues. As our brand grows, we expect to pursue greater opportunities to expand our licensing efforts through a more comprehensive licensing program.

Competition

Competition for Viewers. The entertainment market in which we operate has a limited fan base and is highly competitive. We must compete for the time and attention of viewers with more established content programming and entertainment value. We compete on the basis of a number of factors, including quality of experience, relevance, accessibility, perceptions of ad load, brand awareness and reputation.

List of Competitors. Our events, we anticipate, caters to a niche audience. Our audience, we anticipate, will consist primarily of a mature audience with an appreciation of MMA and contact sports and professional wrestling. We compete with athletic events as well as mature audience entertainment. While we do pride our business model on having an athletic appeal, we do not deem ourselves as a conventional full contact sport, and our events are designed as scripted fictional entertainment. For additional details on risks related to competition for listeners, please refer to the section entitled "Risk Factors."

Our competitors include among others:

	·	Sports Entertainment ~~Providers~~.Providers. We compete on a national basis primarily with World Wrestling Entertainment, Inc., and its subsidiaries (collectively, the "WWE") and Zuffa, LLC, the American sports promotion company specializing in mixed martial arts and parent company of the Ultimate Fighting Championship league (collectively, the "UFC"). We will have to compete with WWE and the UFC in many aspects of our business, including viewership, application of mixed martial arts, access to arenas, the sale and licensing of branded merchandise and distribution channels for our televised programs. We also directly compete to find, hire and retain talented performers. WWE and UFC has substantially greater financial resources than we do, and already has an established fan base and following, and are affiliated with television cable networks on which WWE's and UFC's programs are aired. Other sources of competition in our sports entertainment market are regional promoters of wrestling events.
	·	Television Network Scheduling. Conventional sports channels may not accept us or may limit us to less popular time slots. Because we are not a conventional sports league, and due to the mature target audience for our events, mainstream sporting channels may not accept us or may limit our events to mid-day, late night or "half time" type channel slots, as opposed to prime-time televised scheduling.
	·	Other Forms of Media. We compete for the time and attention of our listeners with providers of other forms of ~~in-home~~in- home and mobile entertainment. We rely on having a modest but growing YouTube® following. To the extent existing or potential viewers choose to watch cable television, stream video from on-demand services such as Netflix, Hulu, VEVO or YouTube or play interactive video games on their home-entertainment system, computer or mobile phone rather than view our LFC programming or attend our live events, these content services pose a competitive threat.

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Government Regulation

Live Events. In various states in the United States and some foreign jurisdictions, athletic commissions and other applicable regulatory agencies require fighting leagues to obtain licenses for promoters, medical clearances and/or other permits or licenses for performers and/or permits for events in order for us to promote and conduct live events. Since we are scripted and not a full contact competitive sport, we are not subject to such regulation. If rules change or if our business structure changes or if we are perceived as being an athletic full contact sport, we could become subject to such regulation. In the event that we fail to comply with the regulations of a particular jurisdiction, we may be prohibited from promoting and conducting our live events in that jurisdiction. The inability to present our live events over an extended period of time or in a number of jurisdictions could lead to a decline in the various revenue streams generated from our live events, which could adversely affect our operating results.

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Television Programming. The production of television programming by independent producers is not directly regulated by the federal or state governments, but the marketplace for television programming in the United States and internationally is substantially affected by government regulations applicable to, as well as social and political influences on, television stations, television networks and cable and satellite television systems and channels. We voluntarily designate the suitability of each of our television shows using standard industry ratings. Changes in governmental policy and ~~private-sector~~private- sector perceptions could further restrict our program content and adversely affect our levels of viewership and operating results.

Online Programming. The Company intends to conduct business on the internet and will be subject to a number of 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 harm our business. 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 liabilities.

Intellectual Property

Trademarks and Copyrights. We believe that intellectual property and merchandising will be material to our business and we will expend cost and effort in an attempt to develop and protect our intellectual property and to maintain compliance vis-à-vis other parties' intellectual property. A principal focus of our efforts is to protect the intellectual property relating to our originally created characters portrayed by our performers, which encompasses images, likenesses, names and other identifying indicia of these characters. We have registered the domain name www.lingeriefc.com as our website. We currently do not have any registered trademarks. We may, however, seek to register or assert common law rights with respect to the names, terms, slogans, titles and event names we have been using to date.

We anticipate some revenues from branding merchandise, apparel, and particularly lingerie and swimwear using both our and other licensed brands. To accomplish this, we will have to rely on a combination of intellectual property rights, including trade secrets, copyrights, trademarks, contractual restrictions, technological measures and other methods. Further, we seek to enforce our intellectual property rights by, among other things, searching the internet to ascertain unauthorized use of our intellectual property, seizing goods that feature unauthorized use of our intellectual property and seeking restraining orders and/or damages in court against individuals or entities infringing our intellectual property rights. Our failure to curtail piracy, infringement or other unauthorized use of our intellectual property rights effectively, or our infringement of others' intellectual property rights, could adversely affect our operating results. We may be the subject of trademark and copyright infringements suits from other companies that seek to protect their names or marks on the basis of similarity or dilution, and no assurance can be made that we will be able to defend such actions.

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Employees

~~Management~~.

~~Mr.~~

The Company has one employee, Shaun Donnelly, ~~a veteran television~~our Chief Executive Officer and ~~film producer,~~Chief Financial Officer.

Available Information

Our website address is www.lingeriefc.com. We do not intend our website address to be an active link or to otherwise incorporate by reference the ~~original creator~~contents of the ~~LFC event~~website into this Report. The public may read and ~~created, promoted~~copy any materials the Company files with the U.S. Securities and ~~operated~~Exchange Commission (the “SEC”) at the first LFC event prior to founding LFC. Mr. Donnelly has created television shows for such networks as Starz, AMI, PlayboyTV, UKTV and YouToo. Mr. Donnelly writes, produces and edits each episode of LFC and directsSEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the ~~fight performances and character post- fight and pre-fight interviews.~~

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~~LFC Cast~~.

~~Karmen Moon.~~ ~~Ms. Moon is a resident of Boston Massachusetts and current Playboy model and host to several TV shows. She has also generated a substantial on-line following.~~

~~Serina "Honey Punch" Kyle: Ms. Kyle is one~~operation of the ~~most popular LFC fighters. Her LFC fictional character personifies a sweet~~Public Reference Room by calling the SEC at 1-800-SEC-0030. The SEC maintains an Internet website (http://www.sec.gov) that contains reports, proxy and ~~angelic personality~~information statements and other information regarding issuers that file electronically with ~~a tough fighting presence.~~

~~Michelle "the Scrapper" Blanchard. Ms. Michelle Blanchard is a member of~~ the ~~Lingerie Football League's Los Angeles Outlaws franchise and is the world's first two-sport lingerie athlete. She co-hosts several cable MMA shows. Ms. Michelle Blanchard is one of the LFC founders.~~

~~Chloe Cameron: Ms. Cameron is a bikini model who personifies an all-American blonde beauty.~~

~~Joel Kane. Mr. Kane personifies and embodies a character that teaches, instructs and coaches the other LFC members.~~

~~Tara "the Guillotine" Gaddy. Ms. Tara Gabby is the smallest member of the LFC, occupying a size of 5'1 feet tall. Her LFC fictional character personifies a sassy and tough personality.~~

~~Suzanne "Hawaiian Punch" Nakata. Ms. Suzanne Nakata is an accomplished fighter with real Muay-thai and Jujitsu training. She works as a model at the WET Ultra Pool in Las Vegas.~~

~~Jenevieve "the Sorceress" Serpentine. Ms. Jenevieve Serpentine is a woman of many talents. She is a snake charmer, a psychic and a belly dancer. In the LFC she is a villain and is billed as a practitioner of the dark MMA arts.~~

~~Samiha "the Goddess" Glam. Ms. Samiha Glam is one of the most inspirational members of the LFC. Her weight transformation has been worked into the LFC storyline and has already garnered media attention.~~

~~MaiNe "Main Event" Morgan~~. Ms. MaiNe Morgan is a former go-go dancer who Ms. Roni Taylor recruited when she saw her dancing in a casino. As a rising star in the LFC, Ms. MaiNe Morgan has proved to be athletic but injury prone.

~~Feather "the Hammer" Hadden. Ms. Feather Hammer is the undefeated champion of the LFC and a competitive bodybuilder.~~

SEC.

ITEM 1A. RISK FACTORS.

We are not required to provide this information as we are a smaller reporting company.

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ITEM 1B. UNRESOLVED STAFF COMMENTS.

~~We are not required to provide this information as we are a smaller reporting company.~~

Not applicable.

ITEM 2. PROPERTIES.

We do not own or lease any property.

Our mailing address is 6955 North Durango, Suite 1115-129, Las Vegas, NV, 89149, telephone (702) 527-2942. Our website is www.lingeriefc.com.

ITEM 3. LEGAL PROCEEDINGS.

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

However, from time to time, we may become involved in various lawsuits and legal proceedings ~~pending against us.~~

which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

10
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~~Table of Contents~~

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

(a) Market Information.

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~~sales price of our common stock ~~as reported during~~on the ~~years ending December 31, 2015 and 2014,~~OTCQB for the most recent fiscal quarter. These prices are based on ~~information on~~inter-dealer bid and asked prices, without markup, markdown, commissions, or adjustments and may not represent actual transactions.

Fiscal quarter	2017				2016
	High		Low		High		Low
First quarter (March 31)	$	0.003	$	0.0003	$	1.29	$	0.22
Second quarter (June 30)		0.0011		0.0004		0.25		0.10
Third Quarter (September 30)		0.0008		0.0003		0.17		0.09
Fourth Quarter (December 31)		0.0005		0.0002		0.10		0.0003

(b) Holders

As of July 19, 2018, we had approximately 248 shareholders of our common stock. Such number of record holders was derived from the ~~OTC Markets website. These prices reflect inter-dealer quotations, do~~records maintained by our transfer agent, Island Stock Transfer. This figure does not include ~~retail markups, markdowns or commissions and do not necessarily reflect actual transactions, and have been adjusted to reflect~~those shareholders whose certificates are held in the ~~800-for-one reverse split.~~

Fiscal quarter 2015 2014
High Low High Low
First quarter $ 18.00 $ 25.00 $ 28.00 $ 10.40
Second quarter 25.00 5.00 24.00 4.00
Third Quarter 5.00 1.10 6.40 4.00
Fourth Quarter 2.30 0.52 8.00 0.80

~~Authorized Capital Stock~~

~~Our authorized share capital consists~~name of 400,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share. As of April 12, 2016, an aggregate of 19,769,977 shares of common stock and no shares of preferred stock were issued and outstanding.

~~Common Stock~~

All outstanding shares of common stock are of the same class and have equal rights and attributes. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of common stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights.

~~Preferred Stock~~

Our Articles of Incorporation authorizes the issuance of up to 10,000,000 shares of blank check preferred stock with designations, rights and preferences determined from time to time by its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting,broker-dealers or other rights which could adversely affect the voting power or other rights of the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company.

~~Table of Contents~~

nominees.

(c) Dividends

We have ~~not~~never paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

~~Shareholders~~

~~As of April 12, 2016, we had approximately 245 shareholders of~~on 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. Their telephone number is (727) 289-0010.~~

~~Dividend Policy~~

~~We have not paid dividends~~shares, and we do not anticipate ~~paying~~that we will pay any dividends with respect to those securities in the ~~near~~foreseeable future.

Our current business plan is to retain any future earnings to finance the expansion development of our business. The payment of future cash dividends is subject to the discretion of the Board of Directors and will depend upon the Company's earnings (if any), general financial condition, cash flows, capital requirements and other considerations deemed relevant by the Board of Directors.

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(d) Securities Authorized for Issuance under Equity Compensation ~~Plans~~

Plan

The following table summarizes the equity compensation plans under which our securities have been or may be issued as of December 31, ~~2015.~~

Plan Category
Number of securities to
be issued upon exercise
of outstanding options
and warrants

Weighted-average
exercise price of
outstanding options and
warrants

Number of securities
remaining available for future issuance under equity compensation
plans

Equity compensation plans approved by security holders 0 $ 0 2,125
Equity compensation plan not approved by security holders 0 $ 0 0

2017.

Plan Category

Number of securities to

be issued

upon exercise

of outstanding options

and

warrants

Weighted-

average

exercise

price of

outstanding

options and

warrants

Number of securities remaining

available for

future issuance under equity compensation

plans

Equity compensation plans approved by security holders

Equity compensation plan not approved by security holders

The 2010 long-term incentive plan is the equity compensation plan that was approved by stockholders.

At December 31, ~~2015,~~2017, we did not have any equity compensation plans that were not approved by stockholders.

Transfer Agent

Our transfer agent is Island Stock Transfer Inc., 100 Second Avenue South, Suite 705S, St. Petersburg, Florida 33701. Their telephone number is (727) 289-0010.

Recent Sales of Unregistered Securities

~~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~~

During 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 Marchyear ended December 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.~~

~~Table of Contents~~

~~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.

~~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~~2016, the Company issued ~~to its former counsel 95,000~~23,743,209 common shares for conversion of ~~common stock. The shares were valued at $0.08 per share, which is the price per share paid~~debt in the ~~Company's March~~amount of $40,545.

During the year ended December 31, ~~2015 private placement,~~2017, the Company issued 488,517,204 common shares for ~~a total~~conversion of ~~$7,600.~~

~~The above issuances~~debt in the amount of ~~shares are exempt from registration, pursuant to Section 4(2)~~$111,542.

Rule 10B-18 Transactions

During the year ended December 31, 2017, there were no repurchases of the ~~Securities Act. These securities qualified for exemption under Section 4(2) of~~Company’s common stock by the Securities Act since the issuance securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these stockholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

Company.

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ITEM 6. SELECTED FINANCIAL DATA.

Smaller reporting companies are not required to provide the information required by this item.

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

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

Overview

On March 31, 2015 (the "Closing Date"), the Company, LFC, and the shareholders and the holders of Convertible Notes of LFC (each, a "LFC Shareholder" and together the "LFC Shareholders") entered into a share exchange agreement (the "Exchange Agreement"). Pursuant to the terms of the Exchange Agreement, we exchanged 16,750,000 shares of our Common Stock for (i) 11,500,000 shares of LFC Common Stock, and (ii) the Convertible Notes of LFC which were automatically convertible upon a merger into 5,250,000 shares of LFC Common Stock, as a result of which LFC has become a wholly-owned subsidiary of the Company, and we became an operating Company.

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

~~Table of Contents~~

~~At the closing of the LFC Acquisition, pursuant~~

RESULTS OF OPERATIONS

Year ended December 31, 2017 as compared to the ~~Exchange Agreement:~~

	·	All shares of LFC Common Stock (including shares of LFC Common Stock issuable upon conversion of certain LFC Convertible Notes) issued and outstanding immediately prior to the closing of the LFC Acquisition were exchanged on a one-for-one basis into an aggregate of 16,750,000 shares of our Common Stock or approximately 84.70% of our outstanding Common Stock;
	·	The investors in our PPO financing upon the closing of the LFC Acquisition acquired an aggregate of 2,500,000 shares of our Common Stock or approximately 12.7% of our outstanding Common Stock for gross offering proceeds of $200,000;
	·	The 424,697 shares of our Common Stock issued and outstanding immediately prior to the LFC Acquisition and PPO financing, now only reflect approximately 2.16% of our outstanding Common Stock as a result of the said transactions;

As of the effective date of the LFC Acquisition, the LFC Shareholders (which, for the avoidance of doubt includes the holders of Convertible Notes) received 84.70% of the outstanding shares of our Common Stock, pursuant to which each such LFC Shareholder was entitled his or her pro-rata portion thereof. The remaining 14.87% of such shares are held as follows; (i) the shareholders of the Company immediately prior to the closing of the LFC Acquisition retained approximately 2.16% of the outstanding shares of our Common Stock, pursuant to which each such Company shareholder was entitled to his or her pro-rata portion thereof and (ii) the five investors in the PPO financing received 12.65% of the outstanding shares of Common Stock.

~~RESULTS OF OPERATIONS~~

~~Years Ended~~Year ended December 31, ~~2015 and 2014~~

~~We had revenue of $5,970~~2016

Our operating results for the year ended December 31, ~~2015 ("fiscal 2015")~~2017 and ~~no revenue~~2016, and the changes between those periods for the respective items are summarized as follows:

	Year Ended
	December 31,
Statement of Operations Data:	2017			2016			Changes

Revenue	$	15,503		$	72,722		$	(57,219	)
Cost of Services		(53,781	)		(107,156	)		53,375
Total operating expenses		(284,724	)		(433,120	)		148,396
Other income (expenses)		(1,234,636	)		(1,333,343	)		98,707
Net loss	$	(1,557,638	)	$	(1,800,897	)	$	243,259

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Revenues

We generated revenues of $15,503 and $72,722 for the year ended ~~2014 ("fiscal 2014").~~ December 31, 2017 and 2016, respectively. The decrease in revenue was primarily due to less LFC events being hosted during the year ended December 31, 2017 as compared to the year ended 2016.

Cost of Services

We incurred total cost of services of $53,781 and $107,156 for the year ended December 31, 2017 and 2016, respectively. The decrease was primarily due to less LFC events being hosted during the year ended December 31, 2017, resulting in ~~fiscal 2015 was $32,902,~~less additional labor, material, and subcontractor expenses as compared to ~~$0 Cost~~the year ended 2016.

Operating Expenses

We incurred total operating expenses of ~~Services incurred~~$284,724 and $433,120 for the year ended December 31, 2017 and 2016, respectively. The decrease in ~~fiscal 2014. General and administrative~~operating expenses ~~which consisted~~was primarily ofdue to the decrease in payroll expenses, professional fees and ~~payroll, were $171,053 for fiscal 2015~~travel expenses.

Other Expenses

We incurred total other expenses of $1,234,636 and ~~$264~~$1,333,343 for the ~~fiscal 2014, an increase of $170,789. As a result, we~~year ended December 31, 2017 and 2016, respectively. The decrease in other expenses was due to $200,000 commitment fee incurred form the commitment notes issued during the year ended December 31, 2016.

Net Loss

We incurred a net loss of ~~$197,985 for fiscal 2015~~$1,557,638 and $1,800,897 during the year ended December 31, 2017 and 2016, respectively. The decrease in our net loss was due to decrease in operating expenses and other expenses during the year ended December 31, 2017 as compared ~~with a loss of $264 for fiscal 2014.~~

to the year ended 2016.

Liquidity and Capital Resources

~~Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis.~~

	December 31,			December 31,
Balance Sheet Data:	2017			2016

Cash (Bank Indebtedness)	$	28,438		$	60,085
Working capital (deficiency)	$	(2,455,224	)	$	(1,229,602	)
Total assets	$	28,438		$	60,085
Total liabilities	$	2,483,662		$	1,289,687
Total stockholders' deficit	$	(2,455,224	)	$	(1,229,602	)

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At December 31, ~~2015,~~2017, we ~~had a cash balance of $21,683, representing the balance of cash received from the private placement of securities in fiscal 2014, and $3,580 as of December 31, 2014. The Company~~ had a working capital deficiency of ~~$15,943 at~~$2,455,224 and an accumulated deficit of $3,556,784. The Company intends to fund future operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, ~~2015~~2017.

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

These factors, among others, raise substantial doubt about the Company’s ability to continue as a ~~working capital~~going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of ~~$3,464 as of~~this uncertainty.

The following table sets forth certain information about our cash flow during the year ended December 31, ~~2014. The decrease~~2017 and December 31, 2016:

	Year Ended
	December 31,
Cash Flow Data:	2017			2016			Changes

Cash Flows used in Operating Activities	$	(184,477	)	$	(245,273	)	$	60,796
Cash Flows provided by Financing Activities		152,830			283,675			(130,845	)
Net Increase (decrease) in Cash During Period	$	(31,647	)	$	38,402		$	(70,049	)

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the year ended December 31, 2017, net cash flows used in ~~our working capital from approximately $19,406~~operating activities was ~~primarily related to the~~$184,477, consisting of a net loss of $1,557,638 and was reduced by amortization of debt discount of $283,503, loss on derivative liability of $896,825, stock based compensation of $30,000, an increase in accounts payable ~~and accrued expenses.~~

~~Operating Activities~~

~~During fiscal 2015, we used $153,725~~to related party 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,$95,400 and an increase in accounts payable and accrued liabilities of ~~$31,410.~~

$67,433. For the year ended December 31, 2016, net cash flows used in operating activities was $245,273, consisting of net loss of $1,800,897 and was reduced by loss on derivative liabilities of $845,571, amortization of debt discount of $266,517, stock based compensation of $174,000, issuance of preferred shares for voting control of $42,669, and increase in accounts payable to related party of $23,500 and an increase in accounts payable and accrued liabilities of $3,367.

Cash Flows from Investing Activities

~~During fiscal 2015, the Company provided $2,578 of cash in investing activities. Investing activities included cash received from a reverse merger transaction for $2,578. No~~

There was no investing activities ~~occurred in fiscal 2014.~~

~~Table of Contents~~

during years ended December 31, 2017 and 2016.

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Cash Flows from Financing Activities

~~During fiscal 2015,~~

For the ~~Company~~year ended December 31, 2017, net cash flows provided ~~$169,250 of cash in~~by financing ~~activities. We financed our operations~~activities was $152,830 for proceeds from the ~~sale~~convertible notes of ~~common stock of $200,000, borrowings on convertible debt of $1,400,~~$152,050 and ~~borrowing on convertible debt~~advancement from a related party of ~~$3,850. Cash used in~~$780. For the year ended December 31, 2016, net cash provided by financing activities ~~included the repayment~~was $283,675, consisting of proceeds from convertible notes of ~~$12,000, and repayment of notes to a related party of $24,000.~~

~~During fiscal 2014, we financed our operations principally through proceeds from the sale~~$283,750, offset by payment for cancellation of common ~~stock~~shares of ~~$1,215, and a capital contribution from a related party of $2,513.~~

$75.

Supplementary Cash Flow Disclosures

During fiscal ~~2015,~~2017, we reported supplemental disclosure of cash flow for non-cash transactions of ~~net liabilities assumed in~~$212,624 for a ~~reverse merger of $39,522, a~~derivative reclass to APIC due to conversion, $142,050 debt discount ~~to convertible debt for beneficial conversion feature of $5,250,~~from derivative liability, and $119,392 common shares issued for conversion onof debt and accrued interest.

During fiscal 2016, we reported supplemental disclosure of ~~$5,250.~~

cash flow for non-cash transactions of $289,181 for a derivative reclass to APIC due to conversion, $448,988 debt discount from derivative liability, and $81,463 common shares issued for conversion of debt and accrued interest.

Off-Balance Sheet Arrangements

~~We have~~

As of December 31, 2017, we had no off-balance sheet arrangements.

Significant Accounting Estimates and Policies

The discussion and analysis of our financial condition and results of operations is based upon our financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities. On an on-going basis, we evaluate our estimates including the allowance for doubtful accounts, the salability and recoverability of our products, income taxes and contingencies. We base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Income Taxes

We account for income taxes in accordance with ASC 740, Income Taxes, which requires that we recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized.

~~Table of Contents~~

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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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.

We ~~are~~do not ~~required to provide the information required by this Item because we are a smaller reporting company.~~

hold any derivative instruments and do not engage in any hedging activities.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page

Reports of Independent Registered Public Accounting Firm		F-2

Consolidated Balance Sheets at December 31, ~~2015~~2017 and ~~2014~~2016		F-3

Consolidated Statements of Operations for the year ended December 31, ~~2015~~2017 and ~~the period from July 21, 2014 (inception) through~~ December 31, ~~2014~~2016		F-4

Consolidated Statements of Changes in Stockholders' Deficit for the year ended December 31, ~~2015 the period from July 21, 2014 (inception) through~~2017 and December 31, ~~2014~~2016		F-5

Consolidated Statements of Cash Flows for the year ended December 31, ~~2015~~2017 and ~~the period from July 21, 2014 (inception) through~~ December 31, ~~2014~~2016		F-6

Notes to Consolidated Financial Statements		F-7

~~F-1~~

F-1
Table of Contents

~~Table of Contents~~

Report of Independent Registered Public Accounting Firm

To the ~~Board~~shareholders and the board of ~~Directors~~

directors of Lingerie Fighting Championships, ~~Inc~~

~~Las Vegas, Nevada~~

Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Lingerie Fighting Championships, Inc. (the "Company") as of December 31, ~~2015~~2017 and ~~2014 and~~2016, the related statements of operations, ~~shareholders'~~stockholders' equity (deficit), and cash flows for the ~~year~~years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2015~~2017 and 2016, and the ~~period from July 21, 2014 (inception) through December 31, 2014.~~ results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on ~~these~~the Company's financial statements based on our ~~audits.~~

audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audits~~audit in accordance with the standards of the ~~Public Company Accounting Oversight Board (United States).~~PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material ~~misstatement. The Company is not required~~misstatement, whether due to ~~have, nor were we engaged to perform, an audit of its internal control over financial reporting.~~ error or fraud.

Our audit included ~~consideration~~performing procedures to assess the risks of ~~internal control over~~material misstatement of the financial ~~reporting as a basis for designing audit~~statements, whether due to error or fraud, and performing procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includesrespond to those risks. Such procedures included examining, on a test basis, evidence ~~supporting~~regarding the amounts and disclosures in the financial statements. AnOur audit also ~~includes assessing~~included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial ~~statement presentation.~~statements. We believe that our ~~audits provide~~audit provides a reasonable basis for our opinion.

~~In our opinion, based on our audits,~~

Substantial Doubt about the ~~financial statements referred~~Company’s Ability to ~~above present fairly, in all material respects, the financial position of the Company~~Continue as of December 31, 2015 and 2014, and the results of its operations and its cash flows for the year ended December 31, 2015 and the period from July 21, 2014 (inception) through December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the ~~Company has incurred recurring~~Company’s significant operating losses ~~which raises~~raise substantial doubt about its ability to continue as a going concern. ~~Management's plans in regard to this matter are also described in Note 3.~~ The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~MaloneBailey, LLP~~

~~www.malone-bailey.com~~

~~Houston, Texas~~

~~April 13, 2015~~

~~F-2~~

/s/ BF Borgers CPA PC

BF Borgers CPA PC

We have served as the Company's auditor since 2018.

Lakewood, CO

July 19, 2018

F-2
Table of Contents

~~Table of Contents~~

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

BALANCE SHEETS

December 31, December 31,
2015 2014
ASSETS
Current assets
Cash $ 21,683 $ 3,580
Total current assets $ 21,683 $ 3,580

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities
Accounts payable and accrued expenses $ 37,626 $ 116
Total current liabilities 37,626 116

Stockholders' (deficit) equity
Preferred stock, par value $0,001 per share, 10,000,000 shares authorized, no shares issued and outstanding. - -
Common stock, par value $0.0001 per share, 400,000,000 shares authorized, 19,769,977 and 11,500,000 shares issued and outstanding at December 31, 2015 and 2014, respectively 1,977 1,150
Additional paid in capital 180,329 2,578
Accumulated deficit (198,249 ) (264 )
Total stockholders' (deficit) equity (15,943 ) 3,464
Total liabilities and stockholders' deficit $ 21,683 $ 3,580

December 31,

December 31,

2017

2016

ASSETS

Current Assets

Cash and cash equivalents

$ 28,438

$ 60,085

Total Current Assets

28,438

60,085

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

Accounts payable and accrued liabilities

$ 75,674

$ 35,214

Accounts payable - related party

119,680

23,500

Stock payable

30,000

-

Convertible notes, net of $90,718 and $215,721 debt discount as of December 31, 2017 and 2016, respectively

426,678

225,595

Derivative liability

1,831,630

1,005,378

Total Current Liabilities

2,483,662

1,289,687

STOCKHOLDERS' DEFICIT

Preferred stock, par value $0.001 per share, 10,000,000 shares authorized, 51 and 51 shares issued and outstanding, respectively

-

-

Common stock, par value $0.001 per share, 5,000,000,000 shares authorized, 576,193,639 and 87,676,435 shares issued and outstanding at December 31, 2017 and 2016, respectively

576,194

87,677

Additional paid-in capital

525,366

681,867

Accumulated deficit

(3,556,784 )

(1,999,146 )
Total stockholders' deficit

(2,455,224 )

(1,229,602 )
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$ 28,438

$ 60,085

See notes to audited financial statements

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~~Table of Contents~~

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

STATEMENTS OF OPERATIONS

Year ended July 21, 2014 (inception) to
December 31, December 31,
2015 2014

Revenue $ 5,970 $ -
Cost of Services 32,902 -
Gross profit (loss) (26,932 ) -

Operating expenses
Selling, general and administrative expenses 171,053 264
Total operating expense 171,053 264

Operating loss (197,985 ) (264 )

Provision for income taxes - -

Net Loss $ (197,985 ) $ (264 )

Basic and diluted net loss per common share $ (0.01 ) $ (0.00 )
Basic and diluted weighted average number of common shares outstanding 17,693,871 9,825,949

	Year Ended
	December 31,
	2017			2016

Revenue	$	15,503		$	72,722
Cost of Services		53,781			107,156
GROSS LOSS		(38,278	)		(34,434	)

OPERATING EXPENSES
Selling, general and administrative expenses		254,724			216,451
Stock based compensation	��	30,000			216,669
Total Operating Expenses		284,724			433,120

OTHER EXPENSES
Interest expense		(352,811	)		(287,772	)
Loss on derivative liabilities		(896,825	)		(845,571	)
Accounts payable written off		15,000			-
Commitment fee		-			(200,000	)
Total other expenses	$	(1,234,636	)	$	(1,333,343	)

OPERATING LOSS		(1,557,638	)		(1,800,897	)

NET LOSS	$	(1,557,638	)	$	(1,800,897	)

Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.08	)
Basic and Diluted Weighted Average Common Shares Outstanding		391,580,652			23,297,454

See notes to unaudited financial statements

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~~Table of Contents~~

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

STATEMENTS OF ~~STOCKHOLDERS'~~ ~~DEFICIT~~

Additional Total
Common Stock Paid-in Accumulated Stockholders'
Number of Shares Amount Capital Deficit (Deficit) Equity
Balance - July 21, 2014 (inception) - $ - $ - $ - $ -
Common shares issued for cash 11,500,000 1,150 65 - 1,215
Advance forgiven by related party - - 2,513 - 2,513
Net loss - - - (264 ) (264 )
Balance - December 31, 2014 11,500,000 1,150 2,578 (264 ) 3,464
Common shares issued for conversion of debt 5,250,000 525 4,725 - 5,250
Sale of common stock 2,500,000 250 199,750 - 200,000
Common shares issued for compensation 95,000 10 7,590 - 7,600
Beneficial conversion feature on convertible debt - - 5,250 - 5,250
Reverse merger adjustment 424,977 42 (39,564 ) - (39,522 )
Net loss - - - (197,985 ) (197,985 )
Balance – December 31, 2015 19,769,977 $ 1,977 $ 180,329 $ (198,249 ) $ (15,943 )

STOCKHOLDERS’ EQUITY (DEFICIT)


	Common Stock						Preferred Shares				Additional						Total
	Number of Shares			Amount			Number of Shares		Amount		Paid-in Capital			Accumulated Deficit			Stockholders' Deficit

Balance - December 31, 2015		19,769,977		$	19,770			-	$	-	$	162,536		$	(198,249	)	$	(15,943	)
Purchase and cancellation of shares		(750,000	)		(750	)		-		-		675			-			(75	)
Common shares issued for conversion of debt		66,406,458			66,407			-		-		15,056			-			81,463
Common shares issued for compensation		2,250,000			2,250			-		-		171,750			-			174,000
Derivative reclass to APIC due to conversion		-			-			-		-		289,181			-			289,181
Issuance of preferred shares for voting control		-			-			51		-		42,669						42,669
Net loss		-			-			-		-		-			(1,800,897	)		(1,800,897	)
Balance - December 31, 2016		87,676,435		$	87,677			51	$	-	$	681,867		$	(1,999,146	)	$	(1,229,602	)
Common shares issued for conversion of debt		488,517,204			488,517			-		-		(369,125	)		-			119,392
Derivative reclass to APIC due to conversion		-			-			-		-		212,624			-			212,624
Net loss		-			-			-		-		-			(1,557,638	)		(1,557,638	)
Balance - December 31, 2017		576,193,639		$	576,194			51	$	-	$	525,366		$	(3,556,784	)	$	(2,455,224	)

See notes to audited financial statements

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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 $ -

	Year Ended
	December 31,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,557,638	)	$	(1,800,897	)
Adjustments to reconcile net loss to net cash used in operating activities:
Note payable issued as equity commitment fee		-			200,000
Stock - based compensation		30,000			174,000
Issuance of preferred shares for voting control		-			42,669
Loss on derivative liability		896,825			845,571
Amortization of debt discount		283,503			266,517
Changes in operating assets and liabilities:
Accounts payable - related party		95,400			23,500
Accounts payable and accrued liabilities		67,433			3,367
Net cash used in operating activities		(184,477	)		(245,273	)

CASH FLOWS FROM FINANCING ACTIVITIES
Advancement from related party		780			-
Proceeds from convertible debt		152,050			283,750
Payment for cancellation of common shares		-			(75	)
Net cash provided by financing activities		152,830			283,675

Net increase (decrease) in cash and cash equivalents		(31,647	)		38,402
Cash and cash equivalents - beginning of period		60,085			21,683
Cash and cash equivalents - end of period	$	28,438		$	60,085

Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

NON CASH INVESTING AND FINANCING ACTIVITIES
Debt discount from derivative liability	$	142,050		$	448,988
Derivative reclass to APIC due to conversion	$	212,624		$	289,181
Common shares issued for conversion of debt and accrued interest	$	119,392		$	81,463

See notes to audited financial statements

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LINGERIE FIGHTING CHAMPIONSHIPS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, ~~2015~~2017 AND ~~2014~~

2016

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.

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.

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~~(b) Reverse Split~~

NOTE 2 – BASIS OF PRESENTATION AND ACCOUNTING POLICIES

Basis of Presentation

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~~2017 and ~~2014.~~

2016.

Use of Estimates

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

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had ~~$21,683~~$28,438 and ~~$3,580~~$60,085 in cash and cash equivalents as at December 31, ~~2015~~2017 and December 31, ~~2014,~~2016, respectively.

Revenue Recognition

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.

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Income Taxes

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.

Earnings (Loss) per Share

The Company computes basic and diluted net loss per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic ~~Income (Loss) Per Share~~

~~Basic income (loss)~~loss per share is ~~calculated~~computed by dividing ~~the Company's~~ net ~~loss applicable~~income (loss) available to common shareholders by the weighted average number of common shares ~~during the period. Diluted earnings per share is calculated by dividing the Company's net income available to common shareholders by the diluted weighted average number of shares~~ outstanding during the ~~year. The diluted weighted average number of shares outstanding is~~reporting period. Diluted loss per share reflects the ~~basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such~~potential dilution that could occur if convertible notes to issue common stock ~~equivalents outstanding as at~~were converted resulting in the issuance of common stock that could share in the loss of the Company.

For the years ended December 31, ~~2015~~2017 and ~~2014.~~

December 31, 2016, convertible notes were dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive.

The following is a reconciliation of the numerator and denominator used for the computation of basic and diluted loss per common shares:

	Year Ended
	December 31,
	2017			2016
NET LOSS	$	(1,557,638	)	$	(1,800,897	)

Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.08	)
Basic and Diluted Weighted Average Common Shares Outstanding		391,580,652			23,297,454

For the year ended December 31, 2017, 9,318,484,909 common shares from convertible notes were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive.

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Related Party Balances and Transactions

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

Beneficial Conversion Feature of Convertible Debt

The Company accounts for convertible debt in accordance with the guidelines established by FASB ASC 470-20, “Debt with Conversion and Other Options”. The Beneficial Conversion Feature (“BCF”) of convertible debt is normally characterized as the convertible portion or feature of certain debt that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a BCF related to the issuance of convertible debt when issued, and also records the estimated fair value. Beneficial Conversion Features that are contingent upon the occurrence of a future event are recorded when the event is resolved.

Convertible Instruments and Derivatives

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

Share-Based Compensation

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

For the year ended December 31, 2017 and December 31, 2016, the stock based compensation was $30,000 and $216,669, respectively.

Fair Value ~~of Financial Instruments~~Measurement

The Company's financial instruments consist primarily of cash, and accounts payable and accrued expenses. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

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

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

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ASC 820 defines fair value as the exchange price that would be received ~~upon sale of~~for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants aton the measurement date. ~~The standard~~ASC 820 also ~~prioritizes, within the measurement of~~establishes a fair value hierarchy, which requires an entity to maximize the use of ~~market-based information over entity specific information~~observable inputs and ~~establishes a three-level hierarchy for~~minimize the use of unobservable inputs when measuring fair ~~value measurements based on the nature~~value. ASC 820 describes three levels of inputs that may be used ~~in the valuation of an asset or liability as of the measurement date.~~

~~The three-level hierarchy for~~to measure fair ~~value measurements is defined as follows:~~

value:

Level 1 – ~~inputs to the valuation methodology are~~

quoted prices ~~(unadjusted)~~in active markets for identical assets or liabilities ~~in active markets; liabilities in active markets;~~

Level 2 – ~~inputs to the valuation methodology include~~

quoted prices for similar assets and liabilities in active markets ~~and~~or inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active;

Level 3 –

inputs ~~to the valuation methodology~~that are unobservable ~~and significant to the fair value measurement~~(for example cash flow modeling inputs based on assumptions)

~~Recent Accounting Pronouncements~~

~~In June 2014,~~

The derivative liability in connection with the ~~FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination~~conversion feature of ~~Certain Financial Reporting Requirements. ASU 2014-10 eliminates~~ the ~~distinction of~~convertible debt, classified as a ~~development stage entity and certain related disclosure requirements, including~~level 3 liability, is the ~~elimination of inception-to-date information~~only financial liability measured at fair value on a recurring basis.

The change in the ~~statements of operations, cash flows and stockholders' equity.~~ level 3 financial instrument is as follows:

Balance - December 31, 2016	$	1,005,378
Derivative reclassed to APIC due to debt conversion		(212,624	)
Addition of new derivative liabilities upon issuance of convertible notes as debt discount		134,550
Addition of new derivatives liabilities recognized as day one loss		508,665
Loss on change in fair value of the derivative		395,661
Balance - December 31, 2017	$	1,831,630

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 since the reporting period endedfollowing table summarizes fair value measurement by level at December 31, ~~2014.~~

~~The Company's management has considered all recent accounting pronouncements. Management believes that these recent pronouncements except ASU 2014-10 will not have~~2017 and December 31, 2016, measured at fair value on a ~~material effect on the Company's financial statements.~~

recurring basis:

December 31, 2017	Level 1		Level 2		Level 3		Total
Assets
None		-		-		-		-
Liabilities
Derivative liabilities		-		-		1,831,630		1,831,630

December 31, 2016	Level 1		Level 2		Level 3		Total
Assets
None		-		-		-		-
Liabilities
Derivative liabilities		-		-		1,005,378		1,005,378

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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~~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.

~~F-9~~

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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~~

DEFICIT

Preferred Stock

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

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

There were no51 and 51 preferred shares issued and outstanding as at December 31, ~~2015~~2017 and ~~2014.~~

December 31, 2016.

Common Stock

The Company has authorized ~~400,000,000~~5,000,000,000 shares with a par value $0.001 per share.

~~In February 2015, LFC borrowed~~

During the years ended December 31, 2017, the Company issued 488,517,204 common shares for conversion of debt and accrued interest in the amount of $119,392.

As of December 31, 2017 and December 31, 2016, the common shares issued and outstanding was 576,193,639 and 87,676,435, respectively.

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Common shares issued for compensation

During the year ended December 31, 2016, the Company issued 2,250,000 common shares with a fair value of $174,000 for services rendered. The shares were valued at market price when the shares were issued.

As of December 31, 2017, the Company recorded stock payable for 300,000 outstanding common shares of $30,000 not yet issued to the consultant for service performed.

NOTE 5 – NOTES PAYABLE

The Company had the following unsecured notes payable as at December 31, 2017 and December 31, 2016:

	December 31, 2017		December 31, 2016

Convertible Promissory Note to Crown Bridge	$	2,404	$	13,289
Convertible Promissory Notes to Auctus Fund		179,172		68,226
Convertible Promissory Notes to EMA Financial		89,686		11,667
Convertible Promissory Notes to Black Bridge Capital		100,000		26,667
Convertible Promissory Notes to Tangiers		23,801		100,955
Convertible Promissory Notes to Denali		31,615		4,791
Total Convertible Debt	$	426,678	$	225,595

Promissory Note Payable to Crown Bridge Partners

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 with a $6,000 original issue discount. The convertible promissory note bears interest at 10% per annum and matures twelve months from issue date. The conversion price is 55% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $34,000 is being amortized over the life of the note using the effective interest method resulting in $10,000 and $24,000 of interest expense for the year ended December 31, 2017 and December 31, 2016, respectively.

During the year ended December 31, 2016, principals of $16,711 was converted for 15,341,000 common shares.

During the year ended December 31, 2017, principal of $20,885 was converted for 92,296,000 common shares.

As of December 31, 2017, the note is presented net of a debt discount of $0.

The note is currently in default.

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Promissory Notes Payable to Auctus Fund

Auctus #1

On May 20, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $67,750 with a $7,750 original issue discount. The convertible promissory note bears interest at 10% per annum and matures nine months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $60,000 is being amortized over the life of the note using the effective interest method resulting in $14,542 and $45,458 of interest expense for the year ended December 31, 2017 and December 31, 2016, respectively.

During the year ended December 31, 2016, principal of $7,219 and accrued interest of $4,090 were converted for 16,621,000 common shares.

During the year ended December 31, 2017, principal of $15,278 and accrued interest of $5,975 were converted for 111,460,000 common shares.

As of December 31, 2017, the note is presented net of a debt discount of $0.

The note is currently in default.

Auctus #2

On September 20, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $56,750 with a $6,750 original issue discount. The convertible promissory note bears interest at 10% per annum and matures nine months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $50,000 is being amortized over the life of the note using the effective interest method resulting in $35,607 and $14,393 of interest expense for the year ended December 31, 2017 and December 31, 2016, respectively.

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

As of December 31, 2017, the notes are presented net of a debt discount of $0.

The note is currently in default.

Auctus #3

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

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

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

On November 27, 2017, Auctus Fund, LLC entered into an agreement with Power Up Lending Group Ltd. to buy out the total outstanding principal amount and accrued interest of ~~$5,250 from four individuals, for which LFC issued its 5%~~the two convertible promissory notes ~~due~~at $50,774.54. The note bears interest at 12% of the principal amount and matures on March 20, 2018. The conversion price shall be equal 57.5% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. During the year ended December 31, 2017, interest expense of $2,165 was recorded over the remaining note discount transferred the two convertible notes of $7,195.

As of December 31 2017, the note is presented net of a debt discount of $5,030.

Auctus #4

On November 2, 2017, the Company entered into an agreement to issue a convertible promissory note of $53,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on August 2, 2018. The conversion price shall be equal to 50% of the lowest trading price of the Company’s common stock during the 25 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. The note was discounted for a derivative and the discount of $53,000 is being amortized over the life of the note using the effective interest method. Total of $11,454 of the discount was recorded as interest expense for the year ended December 31, 2017.

As of December 31 2017, the note is presented net of a debt discount of $41,546.

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Promissory Note Payable to EMA Financial, LLC

EMA#1

On September 7, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $35,000 with a $5,250 original issue discount. The convertible promissory note bears interest at 10% per annum and matures twelve months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $29,750 is being amortized over the life of the note using the effective interest method resulting in $21,774 and $7,976 of interest expense for the year ended December 31, 2017 and December 31, 2016, respectively.

During the year ended December 31, 2017, principal of $7,538 were converted for 123,242,000 common shares.

EMA#2

On November 3, 2016, the Company entered into an agreement with Blackbridge Capital Growth Funds, LLC to issue a convertible promissory note to an unrelated party for an amount of $60,000. The convertible promissory note bears interest at 8% per annum and matures on November 3, 2017. The conversion price is 50% of the lowest trading price 20 days prior to conversion. The note was discounted for a derivative and the discount of $60,000 is being amortized over the life of the note using the effective interest method resulting in $50,465 and $9,535 of interest expense for the year ended December 31, 2017 and December 31, 2016, respectively.

During the year ended December 31, 2017, principal of $10,810 were converted for 65,000,000 common shares.

On September 27 2017, EMA Financial, LLC entered into an agreement with Blackbridge Capital Growth Funds, LLC to buy out the outstanding principal amount and accrued interest of the convertible promissory note at $53,367.22. The note bears interest at 8% of the principal amount and matures on November 3, 2017. The conversion price shall be equal to 57.5% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note.

As of December 31, 2017, the notes are presented net of a debt discount of $0.

The note is currently in default.

EMA#3

On October 31, 2017, the Company entered into an agreement to issue a convertible promissory note of $53,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on October 31, 2018. The conversion price shall be equal to 50% of the lowest trading price of the Company’s common stock during the 25 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. The note was discounted for a derivative and the discount of $53,000 is being amortized over the life of the note using the effective interest method. Total of $8,858 of the discount was recorded as interest expense for the year ended December 31, 2017.

As of December 31 2017, the note is presented net of a debt discount of $44,142.

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Promissory Note Payable to Blackbridge Capital Growth Fund, LLC

Commitment Note

On November 3, 2016, the Company entered into an investment agreement with Blackridge Capital Growth Fund, LLC. Per the investment agreement, the investor will invest up to $2,000,000 to purchase the Company’s common stock, par value of $.001 per share.

The Company issued a convertible promissory note for $100,000, as a commitment fee, which bears interest at 8% of the principle amount and matures on November 3, 2017. The commitment fee expense of $100,000 was recognized on November 3, 2016. The conversion price is equal to 57.5% of the lowest trading price during the 20 days prior to the conversion.

On November 3, 2016, a derivative debt discount of $100,000 was recorded. For the nine months ended September 30, ~~2015. Pursuant~~2017, an amount of $75,000 was amortized into interest expense in relation to the ~~Share Exchange Agreement, these~~debt discount.

As of December 31, 2017, the notes ~~became converted~~are presented net of a debt discount of $0.

The note is currently in default.

Commitment Note Payable to Tangiers

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. In connection with the investment agreement, the Company entered into a ~~total of 5,250,000 shares of common stock. These notes did not become convertible until~~registration rights agreement with the ~~completion~~unrelated party which has been filed with the SEC. The maximum investment amount is equal to one hundred percent of the ~~reverse acquisition~~average of the daily trading volume of the common stock for the ten days prior to the put notice entered into by the unrelated party. The total purchase price to be paid in connection with the put notice, is calculated at eighteen percent discount of the lowest trading price of the common stock during the five consecutive trading days immediately succeeding the put notice date.

The Company issued a promissory note to the unrelated party for $100,000, as a commitment fee, which bears interest at 10% of the principle amount and matures seven months from April 4, 2016 with a possible extension to ten months based on whether the Company executes the related investment agreement within 180 days from April 4, 2016. If the registration statement is declared effective within 90 days of the execution of the investment agreement, the Company and the ~~conversion was effected through an exchange~~unrelated party agree the principal balance of the ~~notes for 5,250,000~~note will be immediately reduced by $40,000. The note payable will be available to be converted upon default. Per the agreement, default could occur based on: failure of payment on any outstanding amounts longer than five days after the due date, failure to issue shares after request, or failure to comply with all of the other material provisions included in the agreement. The conversion price is equal to the lower of: (a) 90% of the lowest trading price of the Company’s common stock during the 25 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note, or (b) 90% of the lowest trading price of the Company’s common stock during the 25 consecutive trading days prior to the effective date of April 4, 2016. At the election of the unrelated party, at each closing date (as defined in the investment agreement) after the date which is six months after April 4, 2016, the unrelated party shall retain (or the Company shall pay to the unrelated party) an amount equal to ten percent of each Put Amount (as defined in the agreement), and the amounts shall be applied by the unrelated party as follows: first against the amount of any unpaid interest or other fees, and second against any unpaid principal amounts, until all interest, fees, and principal have been paid.

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On April 28, 2016, the Company filed a registration statement with the Securities and Exchange Commission to register 3,500,000 shares of common stock pursuant to the ~~Share~~Investment Agreement and the Registration Rights Agreement. On May 24, 2016, the Company received a comment letter from the Securities and Exchange ~~Agreement. Two~~Commission regarding the registration statement. On March 3, 2017, the Company voluntarily withdrew the registration statement.

The Company expensed the $100,000 as commitment fee during the year ended December 31, 2016.

The note was discounted for a derivative and the discount of $65,238 is fully amortized into interest expense for the year ended December 31, 2016. As of December 31, 2017, the note is presented net of a debt discount of $0.

On January 10, 2017, the Company entered into an Assignment Agreement that Denali acquired $50,000 of the ~~lenders~~$100,000 note held by Tangiers. As at January 10, 2017, $50,000 of principal remained with Tangiers.

During the year ended December 31, 2017, principal of $26,199 was converted for 49,905,893 common shares.

The note is currently in default.

Notes Payable to Denali

Denali #1

On December 5, 2016, the Company entered into an Assignment Agreement that Denali acquired $16,000 of the $57,500 note held by Tangiers.

During the year ended December 31, 2016, principal of $11,209 and accrued interest of $6 was converted for 10,701,249 common shares.

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During the year ended December 31, 2017, principal of $4,791 and accrued interest of $38 was converted for 3,974,519 common shares.

The note has been fully converted and has no remaining balance as of December 31, 2017.

Denali #2

On January 10, 2017, the Company entered into an Assignment Agreement that Denali acquired $50,000 of the $100,000 note held by Tangiers.

During the year ended December 31, 2017, principal of $18,385 was converted for 9,884,409 common shares.

The note is currently in default.

Note Payable to Tangiers

On April 4, 2016, the Company entered into a separate promissory note of $57,500 with a $7,500 original issue discount to the unrelated party, which bears interest at 10% of the principal amount. The $57,500 promissory note matures six months from the issue date. The note may be ~~deemed related parties. See Note 5.~~ prepaid by the company, in whole, or part, as follows: (a) under thirty days, 105% of principal amount, (b) thirty one to sixty days, 110% of principal amount, (c) sixty one to ninety days, 115% of principal amount, (d) ninety one to one hundred and twenty days, 120% of principal amount, (e) one hundred twenty one to one hundred fifty one days, 125% of principal amount, and (f) one hundred and fifty one to one hundred and eighty days, 135% of principal amount. The note payable will be available to be converted upon default. Per the agreement, default could occur based on: failure of payment on any outstanding amounts longer than five days after the due date, failure to issue shares after request, or failure to comply with all of the other material provisions included in the agreement. The conversion price shall be equal to the lower of 50% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. The note was discounted for a derivative and the discount of $50,000 is being amortized over the life of the note using the effective interest method. Total of $57,500 of the discount was recorded as interest expense for the year ended December 31, 2016.

On December 5, 2016, Tangiers assigned $16,000 of the note payable to Denali.

During the year ended December 31, 2016, $40,545 was converted for 23,743,209 common shares.

During the year ended December 31, 2017, principal of $955 and interest of $1,838 was converted for 2,298,897 common shares.

The note has been fully converted and has no remaining balance as of December 31, 2017.

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Accrued interest on convertible notes

During the year ended December 31, 2017 and December 31, 2016, interest expense of $69,308 and $21,255 was incurred on convertible notes, respectively. As of December 31, 2017 and December 31, 2016, accrued interest payable on convertible notes was $70,049 and $20,214, respectively.

Summary of Conversions

During the year ended December 31, 2017, $111,542 principal amount of the convertible note and $7,850 accrued interest was converted for 488,517,204 common shares.

During the year ended December 31, 2016, the Company issued 66,406,458 common shares, par value of $66,407, for conversion of debt in the amount of $81,463.

NOTE 6 – DERIVATIVE LIABILITY

The Company analyzed the ~~convertible debt option~~conversion options for derivative accounting ~~treatment~~consideration under ASC ~~Topic~~ 815, ~~"Derivatives~~Derivatives and Hedging," and hedging, and determined that the instrument ~~does not qualify for derivative accounting. The Company therefore performed an analysis to determine if~~should be classified as a liability when the conversion option ~~was subject to a beneficial conversion feature and determined that~~becomes effective

The following table summarizes the ~~instrument does have a beneficial conversion feature of $5,250 on March~~derivative liabilities included in the balance sheet at December 31, ~~2015.~~ 2017:

Balance - December 31, 2016	$	1,005,378
Derivative reclassed to APIC due to debt conversion		(212,624	)
Addition of new derivative liabilities upon issuance of convertible notes as debt discount		134,550
Addition of new derivatives liabilities recognized as day one loss		508,665
Loss (Gain) on change in fair value of the derivative		395,661
Balance - December 31, 2017	$	1,831,630

The ~~$5,250 beneficial conversion feature was recorded to interest expense as~~table below shows 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:~~

~~F-10~~

~~Table of Contents~~

~~The assets and liabilities of Cala Energy Corp., which were assumed~~Black-Scholes option-pricing model inputs used by the Company ~~as a result of~~to value the ~~reverse acquisition, consisted of:~~

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

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 valuedderivative liability 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.~~

each measurement date:

	Year Ended		Year Ended
	December 31, 2017		December 31, 2016
Expected term	0.04 - 0.83 years		0.14 - 0.84 years
Expected average volatility	207% - 415%		250.58% - 440.58%
Expected dividend yield		-		-
Risk-free interest rate	0.97% - 1.76%		0.48% - 0.74%

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NOTE 67 – RELATED PARTY TRANSACTIONS

~~LFC’s chief executive officer, who became~~

During the ~~Company’s chief executive officer in connection with~~year ended December 31, 2017, the ~~reverse acquisition, received 9,350,000 shares~~Company accrued $120,000 of ~~common stock, representing 47.5% of~~salary payable to one related party, and paid $24,600 owing to two related parties for accrued salaries.

During the ~~Company’s outstanding common stock, in exchange for 9,350,000 shares of LFC common stock pursuant~~year ended December 31, 2017, a related party advanced $780 to the ~~Share Exchange Agreement.~~Company. 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~~related party is unsecured and ~~chief financial officer prior to the reverse acquisition. This loan has been paid and is reflected in the change in accrued expenses.~~

~~F-11~~

~~Table~~non-interest bearing with no set terms of ~~Contents~~

~~The Company's chief executive officer made a $2,628 advance to the Company during the period ended~~repayment.

As of December 31, ~~2015. $2,513 of this $2,628 was forgiven by the chief executive officer during the period ended~~2017 and December 31, ~~2015.~~ ~~The $115 advance~~2016, amount due to related parties was ~~non-interest bearing~~$119,680 and ~~payable on demand and has been paid and included in the change in accrued expenses.~~

$23,500, respectively.

NOTE 78 – 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~~components of the ~~benefit from~~Company’s deferred tax asset and reconciliation of income taxes computed at the statutory federal income tax ~~loss carryforward~~rate at 34% recorded for the years ended December 31, 2017 and December 31, 2016 is as follows:

December 31, 2015 December 31, 2014
Net operating loss carryforward $ 198,249 $ 264
Tax rate 34 % 34 %
Tax benefit of net operating loss carryforward $ 67,405 $ 90
Valuation allowance $ (67,405 ) $ (90 )
Deferred income tax asset $ - $ -

December 31, 2017

December 31, 2016

Net operating loss carryforward

$
1,367,856

$
737,043

Tax Rate

34
%

34
%
Deferred tax asset

465,071

250,595

Less: Valuation allowance

(465,071
)

(250,595
)
Deferred tax asset

$
-

$
-

The Company has approximately ~~$198,249~~$1,367,856 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.

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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.

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has considered the accounting impact of the effects of the Act during the year ended December 31, 2017 including a reduction in the corporate tax rate from 34% to 21% among other changes.

NOTE 89 – SUBSEQUENT EVENTS

~~Management has evaluated events occurring after the date of these financial statements~~

Subsequent to December 31, 2017 and through the date that these ~~financial statements~~financials were ~~issued. Based on our evaluation no events other than~~made available, the Company had the following ~~have occurred that require disclosure:~~

subsequent events:

On February 20, 2018, a note amendment was executed with $5,636.04 increase in the principal amount of the convertible note at principal amount of $53,000 issued to EMA Financials LLC on October 31, 2017 for partial repayment made on behalf of the Company to settle the convertible note originally issued to Crown Bridge Partners, LLC on April 1, 2016 and the note principal subsequently increased to $58,636.04.

On February 23, 2018, EMA Financial LLC and Auctus Fund, LLC each made repayment to Crown Bridge Partners, LLC on behalf of the Company at $5,636.04, totaling $11,272.08 to settle the total outstanding principal and accrued penalty amount at $11,272.08 of the $40,000 convertible note originally issued to Crown Bridge Partners, LLC on April 1, 2016.

On February 23, 2018, a note amendment was executed with $5,636.04 increase in the principal amount of the convertible note at principal amount of $53,000 issued to Auctus Fund, LLC on November 2, 2017 for partial repayment made on behalf of the Company to settle the convertible note originally issued to Crown Bridge Partners, LLC on April 1, 2016 and the note principal subsequently increased to $58,636.04.

On March 5, 2018, the Company entered into an agreement with EMA Financial, LLC to issue a convertible promissory note of $30,000 to anthe unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on March 5, 2019. The conversion price shall be equal to lower of (i) the closing sale price of the Common Stock on the Principal Market on the Trading Day immediately preceding the Closing Date, and (ii) 50% of either the lowest sale price for ~~an amount of $40,000.~~

the Common Stock on the Principal Market during the twenty-five consecutive Trading Days including and immediately preceding the Conversion Date, or the closing bid price, whichever is lower.

On ~~April 4, 2016,~~March 7, 2018, the Company entered into an ~~investment~~ agreement with Auctus Fund, LLC to issue a convertible promissory note of $30,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on December 7, 2018. The conversion price shall be equal to the lesser of (i) 50% multiplied by the lowest Trading Price during the previous twenty-five Trading Day period ending on the latest complete Trading Day prior to the date of this Note and (ii) the Variable Conversion Price, that is 50% multiplied by the Market Price, being the lowest Trading Price for the Common Stock during the twenty-five Trading Day period ending on the latest complete Trading Day prior to the Conversion Date.

In March 2018, the Company issued 89,132,000 common shares for conversion of debt in the amount of $1,337.

On July 2, 2018, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $43,500 to the unrelated ~~party. Per~~party, which bears interest at 12% of the ~~investment agreement,~~principal amount. The promissory note matures on April 2, 2019. The conversion price shall be equal to the ~~investor will invest up~~lesser of (i) 50% multiplied by the lowest Trading Price during the previous twenty-five Trading Day period ending on the latest complete Trading Day prior to ~~$5,000,000~~the date of this Note and (ii) the Variable Conversion Price, that is 50% multiplied by the Market Price, being the lowest Trading Price for the Common Stock during the twenty-five Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. In conjunction with the convertible note, the Company issued warrants to purchase ~~the Company’s~~72,500,000 shares of common stock, ~~par value~~exercisable for five years from issuance at $0.0003 per share.

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On July 2, 2018, the Company entered into an agreement with EMA Financial, LLC to issue a convertible promissory note of ~~$.001~~$43,500 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on April 2, 2019. The conversion price shall be equal to the lesser of (i) 50% multiplied by the lowest Trading Price during the previous twenty-five Trading Day period ending on the latest complete Trading Day prior to the date of this Note and (ii) the Variable Conversion Price, that is 50% multiplied by the Market Price, being the lowest Trading Price for the Common Stock during the twenty-five Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. In conjunction with the convertible note, the Company issued warrants to purchase 72,500,000 shares of common stock, exercisable for five years from issuance at $0.0003 per share.

~~F-12~~

~~Table of Contents~~

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

~~On December 23, 2014, our board of directors accepted~~

As previously disclosed in the ~~resignation of Simon & Edward, LLP ("Simon & Edward") and selected MaloneBailey, LLP ("MaloneBailey") to serve as our~~Company’s Current Report on Form 8-K filed with the Commission on March 30, 2018, on March 28, 2018, the Company dismissed its independent registered public accounting firm, ~~for~~Malone Bailey LLP. Concurrent with such dismissal, on March 28, 2018, the fiscal year ending December 31, 2015 and the from July 21, 2014 (inception). MaloneBailey has audited the December 31, 2014 balances. During our two most recent fiscal years prior to Simon & Edward's resignation and any subsequent interim period through the date of resignation, there were no disagreements with Simon & Edward on any matter ofCompany engaged BF Borgers CPA, PC as its new independent registered public accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Simon & Edward, would have caused it to make reference to the subject matter of the disagreements in connection with its reports for such years.

firm.

ITEM 9A. CONTROLS AND PROCEDURES.

a) Evaluation of Disclosure Controls and Procedures

~~Disclosure~~

In connection with the preparation and filing of this Annual Report, we completed an evaluation of the effectiveness of our disclosure controls and procedures ~~refer~~under the supervision and with the participation of our chief executive officer and chief financial officer. This evaluation was conducted pursuant 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.

Management conducted its evaluation of disclosure controls and procedures under the supervision of our chief executive and financial officer. Based on that evaluation, our chief executive and financial officer concluded that because of the material weaknesses in internal control over financial reporting described below, our disclosure controls and procedures were not effective as of December 31, 2015.

~~Management's Report of Internal Control over Financial Reporting~~

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 ("Section 404"). amended.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, ~~2015.~~2017. In making this assessment, wemanagement used the ~~criteria~~framework set forth in the report Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ~~(COSO)~~(2013), or COSO (2013).

Based on the evaluation, management concluded that our disclosure controls and procedures were not effective as of December 31, 2017 due to the material weaknesses noted below in “Management’s Report on Internal Control ~~- Integrated Framework.~~ over Financial Reporting”. A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected on a timely basis by employees in the normal course of their work.

b) Management's Report of Internal Control over Financial Reporting

As evidenced by the material weaknesses described below, we determined that entity-level controls related to the control environment did not operate effectively resulting in material weaknesses in such COSO (2013) component. The deficiencies in control environment each represent a separate material weakness. These material weaknesses contributed to an environment where there is a more than a remote likelihood that a material misstatement of the interim and annual financial statements could occur and not be prevented or detected.

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During our assessment of the effectiveness of internal control over financial reporting as of December 31, ~~2015,~~2017, management identified material weaknesses related to (i) the lack of any accounting personnel ~~other than our chief financial officer, who was not a full-time employee,~~ (ii) the lack of internal audit functions, ~~and~~ (iii) athe lack of segregation of duties, ~~within accounting functions.~~and (iv) the lack of proper internal control procedures and documentation. As of December 31, ~~2015,~~2017, we had one executive, our chief executive and financial ~~officer, who was a consultant who provided services on an as-needed basis.~~officer. As a result there was no segregation of duties.

A material weakness (within the meaning of PCAOB Auditing Standard No. 5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

Subsequent to February 28, 2015, we completed the reverse acquisition of LFC. LFC did not have disclosure controls and procedures or internal controls over financial reporting at the time of the acquisition, as a result of which we do not have such controls in place on the date of this annual report. We cannot assure you that we will be able to develop, implement and maintain effective controls in the future.

This annual report does not include an attestation report of our registered accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management's report in this annual report.

~~The conclusion~~

Because of ~~chief executive officer and chief financial officer regarding our disclosure controls and procedures is based solely on management's conclusion~~the material weaknesses described above, management believes that, ~~our~~as of December 31, 2017, we did not maintain effective internal control over financial reporting ~~was~~based on the COSO (2013) criteria.

Management believes that the material weaknesses set forth above did not ~~effective.~~

~~Table of Contents~~

~~Management does not believe~~have an effect on our Company’s financial results.

c) Changes in Internal Control Over Financial Reporting.

As defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, there were no changes that ~~there have been any changes in our internal control over financial reporting, which~~occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

~~Changes in Internal Control Over Financial Reporting.~~

There were no changes that occurred during the fourth quarter of the fiscal year covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

On March 25, 2016, Terry Butler resigned as the Chief Financial Officer and as a Director of Lingerie Fighting Championships, Inc. (the “Company”). Mr. Butler did not resign as the result of any disagreement with the Company on any matter relating to its operation, policies (including accounting or financial policies), or practices.

~~The board of directors of the Company has appointed Shaun Donnelly, the Company’s Chief Executive Officer, as the Company’s Interim Chief Financial Officer of the Company.~~

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:~~

~~Current financial operating needs~~

~~Financing of workover projects~~

~~Acquisition of assets, business and/or operations~~

~~Acquisition of additional licensing~~

~~Other purposes that the Board in its good faith deem in the best interest of the Company~~

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The Board of Directors and Executive Officers of the Company

The following table and text sets forth ~~certain information with respect to~~the names and ages of all our ~~current~~ directors and executive officers and our key management personnel as of ~~December 31, 2015.~~

the date hereof. All of our directors serve until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. Executive officers serve at the discretion of the Board of Directors.

Name	~~Age~~	Age	Position
Shaun Donnelly	47	47	Chief Executive Officer, ~~President and Director~~
~~Terry Butler~~	56	Chief Financial Officer and Director

Set forth below is a brief description of the background and business experience of our sole officer and director.

Shaun Donnelly, ~~has been~~age 48, Chief Executive Officer, ~~and a director since the completion of the reverse acquisition on March 31, 2015.~~ Director

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~~

Family Relationships

Since Mr. Donnelly is our ~~Chief Financial Officer~~sole officer and a director, ~~since July 2012. Mr. Butler also served as chief executive officer from July 2012 until the completion~~there are no family relationships between any of our officers or directors.

Compliance with Section 16(A) of the ~~reverse acquisition~~Exchange Act

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with ~~LFC~~the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).

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Based solely on ~~March~~our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our common stock during the fiscal year ended December 31, ~~2015. For more than the past five years, Mr. Butler has been a private investor.~~

2017, were timely.

Board Committees

We have no audit, compensation or nominating committee. The functions of these committees are performed by ~~the board of directors.~~our sole director. We do not have any independent directors.

~~Table of Contents~~

Code of Ethics

We have not adopted a code of ethics as of the date of this ~~report~~

~~Board Attendance~~

~~During~~report.

Legal Proceedings

To the ~~year ended December 31, 2015, the board~~best of ~~directors held six meetings. All actions were taken by actions in writing.~~

~~Involvement in Certain Legal Proceedings~~

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

	·	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

	·	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

	·	been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

	·	been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

	·	been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

	·	been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

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Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, ~~promoters, control persons,~~affiliates or ~~nominees has:~~

• ~~been convicted in a criminal proceeding or been subject~~associates which are required to ~~a pending criminal proceeding (excluding traffic violations~~be disclosed pursuant to the rules and ~~other minor offenses);~~

• ~~had any bankruptcy petition filed by or against the business or property~~regulations of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

• been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

• been found by a court of competent jurisdiction in a civil action or by the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

• been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

• Been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~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.~~

Commission.

ITEM 11. EXECUTIVE COMPENSATION.

The following summary compensation table indicates the cash and non-cash compensation earned during the years ended December 31, ~~2015~~2017 and ~~2014~~2016 by each person who served as chief executive officer and chief financial officer during the year ended December 31, ~~2015.~~

2016.

SUMMARY COMPENSATION TABLE

Name and Principal Position
Fiscal Year
Salary
($)

Bonus
($)

Stock Awards
($)

All Other Compensation
($)

Total
($)

Shaun Donnelly, Chief Executive Officer, Chief Financial Officer and Director 2015 0 0 0 0 0
2014 0 0 0 0 0
Terry Butler, Chief Financial Officer and Director (1) 2015 0 0 0 0 0
2014 0 0 0 0 0

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Total

Shaun Donnelly, Chief Executive Officer,	2017	$	120,000	$	--	$	--	$	120,000
Chief Financial Officer and Director (1)	2016	$	30,000		72,669	$	42,669	$	102,669

Charles Connaughton, Chief Financial Officer	2017		--		--		--		--
Officer (2)	2016		--		--		30,000		30,000

_______________

1. Mr. Donnelly accrued compensation at the rate of $10,000 per month during the fourth quarter fiscal 2016; however, we only paid $9,500 compensation to Mr. Donnelly during either fiscal 2016. Mr. Donnelly did not accrue compensation subsequent to the fourth quarter of fiscal 2016. On September 3, 2016, Mr. Donnelly was issued 51 Series A preferred shares valued at $42,669.
2. Mr. Connaughton was granted 300,000 shares of restricted stock with a $0.10 par value. Mr. Connaughton resigned from the position of Chief Financial Officer on May 4, 2017.

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Executive Employment Contracts

The Company entered into an employment agreement dated October 1, 2016 with Shaun Donnelly. Pursuant to the agreement, Mr. ~~Butler accrued~~Donnelly will continue to be employed as Chief Executive Officer of the Company. The initial term of the Employment Agreement is for a period of twelve (12) months (the “Initial Term”).

During the Initial Term, the Company will pay Mr. Donnelly a monthly base compensation ~~at the rate~~ of ~~$10,000 per~~$10,000. The base salary shall accrue each month ~~during fiscal 2014 and the first six months of fiscal 2015; however, we did not pay any compensation~~when due to Mr. ~~Butler during either fiscal 2015 or fiscal 2014. Mr. Butler did not accrue compensation subsequent~~Donnelly pursuant to the ~~second quarter of fiscal 2015, and at February 28, 2015, Mr. Butler contributed his accrued compensation,~~terms as stated in the ~~amount~~Employment Agreement, it being understood that the Company may refrain from making cash payment of ~~$270,000,~~the base salary to ~~capital, as a result of~~Mr. Donnelly for those months in which wethe Company does not have ~~no further~~the cash and/or funds available to satisfy the base salary obligation to Mr. ~~Butler with respect~~Donnelly. All amounts of base salary that remain unpaid but due and owing to ~~compensation~~Mr. Donnelly at the end of each calendar month shall accrue or may be converted into shares of the Company’s common stock.

Effective September 30, 2017, the Company and Mr. Donnelly entered into an amendment to the Employment Agreement.. Pursuant to the terms of the amendment, the employment contact term is for ~~periods prior~~a twelve month term, which term shall automatically renew yearly for an additional twelve (12) month term unless agreement is terminated in writing by Company within thirty (30) days of expiration of term. In addition, the amendment also adds the responsibility and duty of Chief Financial Officer to ~~February 28, 2015.~~ Mr. ~~Butler has resigned from the position as of March 25, 2016.~~

~~Executive Employment Contracts~~

~~We have no employment agreements with any of our officers.~~

~~Equity Compensation Plan Information~~

Our board of directors and stockholders approved the 2010 long term incentive plan, which covers the issuance of 2,125 shares. No shares were issued under the plan during the year ended December 31, 2015, and there are no outstanding options under the plan.

Donnelly.

Compensation of Directors

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

~~Table of Contents~~

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table ~~provides~~sets forth, as of July 19, 2018, certain information atwith respect to the beneficial ownership of our common stock by each shareholder known by us to be the beneficial owner of more than 5% of our Common Stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of ~~common stock beneficially owned~~Common Stock, except as otherwise indicated.

Under the rules of ~~April 12, 2016:~~

the Securities and Exchange Commission, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest.

•
~~each director for director;~~23
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Shares of Common Stock which an individual or group has a right to acquire within 60 days pursuant to the exercise or conversion of options are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table below.

Name of Beneficial Owner (1)	Shares of Series A Preferred (3)		Percent of Series A Preferred (2)			Shares of Common Stock		Percent of Common Stock (2)

Shaun Donnelly		51		100	%		9,350,000		1.40	%
Chief Executive Officer, Chief Financial Officer

All officers and directors as a group (2 persons)		51		100	%		9,350,000		1.40

Name of beneficial owner (5%)

None

• (1)	~~each officer named~~ Beneficial ownership is determined in accordance with Rule 13D-3(a) of the Exchange Act and generally includes voting or investment power with respect to securities.

(2)	The percentages in the ~~summary compensation table;~~

•	~~each~~table have been calculated on the basis of treating as outstanding for a particular person, ~~owning of record or known by us, based on information provided to us by the persons named below, to own beneficially at least 5%~~all shares of our common ~~stock;~~stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse. Based on 665,925,639 share equivalents of common stock as of April 30, 2018.

(3)	Each one share of the Series A Preferred Stock has voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of common stock of the Company eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z) the Numerator. For purposes of illustration only, if the total issued and outstanding shares of common stock of the Company eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series A Preferred Stock shall be equal to 102,036 (0.019607 x 5,000,000) / 0.49) – (0.019607 x 5,000,000) = 102,036). The Series A Preferred Stock has no dividend rights, no liquidation rights and no redemption rights, and was created primarily to be able to obtain a quorum and conduct business at shareholder meetings.

•	~~all directors and executive officers as a group.~~

Name
Shares of Common
Stock Beneficially
Owned
Percentage
Shaun Donnelly 9,350,000 47.5 %
Terry Butler 1,925,000 9.8 %
Danny Chan 1,925,000 9.8 %
All officers and directors as a group (two individuals owning stock) 11,275,000 57.3 %

The address for Mr. Donnelly ~~and Mr. Butler~~ is c/o Lingerie Fighting Championships, Inc., 6955 North Durango Drive, Suite 1115-129, Las Vegas 89149. ~~The address~~

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Changes in Control

We are not aware of ~~Mr. Chan~~any arrangements that may result in “changes in control” as that term is ~~340 S. Lemon Ave., #2247, Walnut CA 91789. On March 25, 2016, Mr. Butler resigned as~~defined by the ~~Chief Financial Officer and as a Director~~provisions of ~~the Company.~~

~~None~~Item 403(c) of ~~the persons named in the table hold options or other rights to acquire common stock.~~

Regulation S-K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

On December 31, 2014, Mr. Butler, Mr. Chan and one non-affiliated person each made a $12,000 loan to us 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

None 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 February 28, 2015, and is deemed to have become a related party as a result of his acquisitionofficers, directors, proposed director nominees, beneficial owners of more than 5%10% of our ~~common stock on March 31, 2015 pursuant to the share exchange agreement relating to the reverse acquisition transaction.~~

~~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. Prior to the issuance~~or any relative or spouse of any of the ~~shares upon conversion~~foregoing persons, or any relative of such spouse who has the ~~promissory notes, neither Mr. Butler nor Mr. Chan held~~same house as such person or who is a director or officer of any ~~equity~~parent or subsidiary of our Company, has any direct or indirect material interest in any transaction to which we are a party since our ~~securities. Two non-affiliated individuals each made~~incorporation or in any proposed transaction to which we are proposed to be a ~~$700 loan to LFC and received 700,000 shares of common stock pursuant to the share exchange agreement.~~

~~Table of Contents~~

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. party.

~~The $115 advance was non-interest bearing and payable on demand and has been paid and included in the change in accrued expenses.~~

Director Independence

~~We currently have no independent directors. Because~~

Since our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship that, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

• ~~the director is, or at any time during the past three years was, an employee of the company;~~

• the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);

• ~~a family member of the director is, or at any time during the past three years was, an executive officer of the company;~~

• the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

• the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or

• The director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

	·	the director is, or at any time during the past three years was, an employee of the company;

	·	the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);

	·	a family member of the director is, or at any time during the past three years was, an executive officer of the company;

	·	the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

	·	the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or

	·	The director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

		Based upon the above criteria, we have no independent directors.

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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 following table sets forth the ~~services provided and~~ fees ~~charged~~billed by our principal independent ~~registered accounting firms were approved by the board~~accountants for each of ~~directors. During~~our last two 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.~~

~~The following is a summary of the fees for professional services rendered by MaloneBailey from inception at July 21, 2014 to December 31, 2015.~~

~~MaloneBailey:~~

Fee Category
From Inception (July 7, 2014) to December 31,
2015

Audit fees $ 6,500
Audit-related fees --
Tax fees --
Other fees --
Total Fees $ 6,500

~~Table of Contents~~

~~Audit fees.~~ ~~Audit fees represent fees for professional services performed by MaloneBailey~~years for the ~~audit~~categories of ~~the applicable 2015 annual financial statements.~~

~~Audit-related fees. We did not incur any other fees for~~ services ~~performed by and MaloneBailey.~~

~~Tax Fees.~~ ~~We incurred tax service fee in the amount of $0 and $1,000 for the years ended December 31, 2015.~~

~~Other fees.~~ ~~MaloneBailey did not receive any other fees during 2015.~~

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

~~- approved by our audit committee; or~~

- entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.

~~We do not have an audit committee. Our entire board of directors pre-approves all services provided by our independent auditors.~~

The pre-approval process has just been implemented in response to the new rules. Therefore, our Board of Directors does not have records of what percentage of the above fees were pre-approved. However, all of the above services and fees were reviewed and approved by the entire Board of Directors either before or after the respective services were rendered.

~~Table of Contents~~

~~PART IV~~

indicated.

	Year Ended December 31,
Category	2017		2016
Audit Fees (1)	$	25,000	$	24,000
Audit Related Fees (2)	$	--	$	--
Tax Fees (3)	$	--	$	--
All Other Fees (4)	$	--	$	--

___________

(1)	Consists of fees billed for the audit of our annual financial statements, review of our Form 10-K and services that are normally provided by the accountant in connection with year end statutory and regulatory filings or engagements.

(2)	Consists of fees billed for the review of our quarterly financial statements, review of our forms 10-Q and 8-K and services that are normally provided by the accountant in connection with non-year end statutory and regulatory filings on engagements.

(3)	Consists of professional services rendered by a company aligned with our principal accountant for tax compliance, tax advice and tax planning.

(4)	The services provided by our accountants within this category consisted of advice and other services relating to SEC matters, registration statement review, accounting issues and client conferences.

26
Table of Contents

Item 15.Exhibits, Financial Statement Schedules.~~ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES~~

~~2.1~~
Exhibits
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
Amendment to Articles of Incorporation
Form 8-K filed with the Securities and Exchange Commission on November 16, 2017 2017 and incorporated herein by reference.
3.2
Amendment to Articles of Incorporation
Form 8-K filed with the Securities and Exchange Commission on February 14, 2017 and incorporated herein by reference.
3.3
Amendment to Articles of Incorporation
Form 8-K filed with the Securities and Exchange Commission on February 14, 2017 and incorporated herein by reference.
3.4
Amendment to Articles of Incorporation
Form 8-K filed with the Securities and Exchange Commission on September 19, 2016 and incorporated herein by reference.
3.5
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~~
3.6
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~~
3.7
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~~
3.8
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~~
3.9
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.

Table of Contents


~~3.6~~ 3.10	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~~ 3.11	Amended and Restated Bylaws of the Company	Form 8-K filed with the Securities and Exchange Commission on July 22, 2015 and incorporated herein by this reference.

3.12	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~~ 10.1	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,~~April 4, 2016. *	Form S-1 filed with the Securities and Exchange Commission on April 28, 2016 and incorporated herein by this reference.

10.7	Registration Rights Agreement between Company and Tangiers Global, LLC, dated as of ~~March 18,~~April 4, 2016. *	Form S-1 filed with the Securities and Exchange Commission on April 28, 2016 and incorporated herein by this reference.

10.8	Commitment Fee Promissory Note between the Company and Tangiers Global, LLC, dated as of ~~March 18,~~April 4, 2016. *

~~21.1~~	~~List of Subsidiaries.~~	Form ~~10-K~~S-1 filed with the Securities and Exchange Commission on ~~May 29, 2014~~April 28, 2016 and incorporated herein by this reference.

Table of Contents


10.9			Employment Agreement between the Company and Shaun Donnelly (Form 8-K filed with the Securities and Exchange Commission on October 7, 2016 and incorporated herein by this reference)

10.10 *			Amendment to Employment Agreement between the Company and Shaun Donnelly

31.1 *			Certification of Principal Executive Officer, ~~and Principal Financial Officer~~pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *2002.

~~32.1~~ 31.2 *			Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 **			Certification of Principal Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and Section 906 of the Sarbanes-Oxley Act of ~~2002of the Principal Executive Officer and~~2002

32.2 **			Certification of Principal Financial Officer* *Officer pursuant to Rule 13a-14(b) of the Exchange Act and Section 906 of the Sarbanes-Oxley Act of 2002

101.INS	*	XBRL Instance Document
101.SCH	*	XBRL Taxonomy Schema
101.CAL	*	XBRL Taxonomy Calculation Linkbase
101.DEF	*	XBRL Taxonomy Definition Linkbase
101.LAB	*	XBRL Taxonomy Label Linkbase
101.PRE	*	XBRL Taxonomy Presentation Linkbase

___________

* ~~filed~~Filed herewith.

** ~~furnished but not filed~~

Furnished

29
Table of Contents

SIGNATURES

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

	LINGERIE FIGHTING CHAMPIONSHIPS, INC.

Date: ~~April 14, 2016~~ July 20, 2018	By:	/s/ Shaun Donnelly
		Shaun Donnelly
		Chief Executive Officer and Chief Financial Officer

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

Signature	Title	Date

/s/ Shaun Donnelly	Chief Executive Officer (Principal Executive Officer), Chief Financial	July 20, 2018
Shaun Donnelly	Officer (Principal Financial and Accounting Officer), and Director	~~April 14, 2016~~
~~Shaun Donnelly~~

Large accelerated filer☐	¨		Accelerated filer☐	¨
Non-accelerated filer☐	¨	(Do not check if a smaller reporting company)	Smaller reporting company☒	x
			Emerging growth company	¨

~~Nevada~~		~~20-8009362~~ LINGERIE FIGHTING CHAMPIONSHIPS, INC.
(Name of small business issuer as in its charter)


PART I.

Item 1.	Business	3	4
Item 1A.	Risk Factors	12	10
Item 1B.	Unresolved Staff Comments	13	10
Item 2.	Properties	13	10
Item 3.	Legal Proceedings	13	10
Item 4.	Mine Safety Disclosures	13	10

PART II.

Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14	11
Item 6.	Selected Financial Data	16	13
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16	13
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	19	17
Item 8.	Financial Statements and Supplementary Data		F-1
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	33	18
Item 9A.	Controls and Procedures	33	18
Item 9B	Other Information	34	19

PART III.

Item 10.	Directors, Executive Officers and Corporate Governance	34	20
Item 11.	Executive Compensation	35	22
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Management and Related Stockholder Matters	36	23
Item 13.	Certain Relationships and Related Transactions and Director Independence	36	25
Item 14.	Principal Accounting Fees and Services	37	26

PART IV

Item 15.	Exhibits, Financial Statement Schedules	39	27


~~(i)~~	Blanchard and Ureczky, holding an aggregate of 750,000 shares of our Common Stock each, are each restricted until the earlier to occur of: (i) July 29, 2017 or (ii) eighteen months from the date that Blanchard is no longer employed or acting as a consultant to the Company;5

~~(ii)~~	~~Ismail, holding an aggregate~~Table of ~~650,000 shares of our Common Stock, is restricted for eighteen months following the Closing Date of the LFC Acquisition; and~~Contents

Fiscal quarter	2015				2014
	High		Low		High		Low
First quarter	$	18.00	$	25.00	$	28.00	$	10.40
Second quarter		25.00		5.00		24.00		4.00
Third Quarter		5.00		1.10		6.40		4.00
Fourth Quarter		2.30		0.52		8.00		0.80

Plan Category	Number of securities to be issued upon exercise of outstanding options and warrants		Weighted-average exercise price of outstanding options and warrants		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders		0	$	0		2,125
Equity compensation plan not approved by security holders		0	$	0		0

	Year ended			July 21, 2014 (inception) to
	December 31,			December 31,
	2015			2014

Revenue	$	5,970		$	-
Cost of Services		32,902			-
Gross profit (loss)		(26,932	)		-

Operating expenses
Selling, general and administrative expenses		171,053			264
Total operating expense		171,053			264

Operating loss		(197,985	)		(264	)

Provision for income taxes		-			-

Net Loss	$	(197,985	)	$	(264	)

Basic and diluted net loss per common share	$	(0.01	)	$	(0.00	)
Basic and diluted weighted average number of common shares outstanding		17,693,871			9,825,949

	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		$	-

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

	December 31, 2015			December 31, 2014
Net operating loss carryforward	$	198,249		$	264
Tax rate		34	%		34	%
Tax benefit of net operating loss carryforward	$	67,405		$	90
Valuation allowance	$	(67,405	)	$	(90	)
Deferred income tax asset	$	-		$	-

Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)		Stock Awards ($)		All Other Compensation ($)		Total ($)
Shaun Donnelly, Chief Executive Officer, Chief Financial Officer and Director	2015		0		0		0		0		0
2014			0		0		0		0		0
Terry Butler, Chief Financial Officer and Director (1)	2015		0		0		0		0		0
2014			0		0		0		0		0

	1.	Mr. Donnelly accrued compensation at the rate of $10,000 per month during the fourth quarter fiscal 2016; however, we only paid $9,500 compensation to Mr. Donnelly during either fiscal 2016. Mr. Donnelly did not accrue compensation subsequent to the fourth quarter of fiscal 2016. On September 3, 2016, Mr. Donnelly was issued 51 Series A preferred shares valued at $42,669.

	2.	Mr. Connaughton was granted 300,000 shares of restricted stock with a $0.10 par value. Mr. Connaughton resigned from the position of Chief Financial Officer on May 4, 2017.

Name	Shares of Common Stock Beneficially Owned		Percentage
Shaun Donnelly		9,350,000		47.5	%
Terry Butler		1,925,000		9.8	%
Danny Chan		1,925,000		9.8	%
All officers and directors as a group (two individuals owning stock)		11,275,000		57.3	%

Fee Category	From Inception (July 7, 2014) to December 31, 2015
Audit fees	$	6,500
Audit-related fees		--
Tax fees		--
Other fees		--
Total Fees	$	6,500

~~2.1~~ Exhibits

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	Amendment to Articles of Incorporation	Form 8-K filed with the Securities and Exchange Commission on November 16, 2017 2017 and incorporated herein by reference.

3.2	Amendment to Articles of Incorporation	Form 8-K filed with the Securities and Exchange Commission on February 14, 2017 and incorporated herein by reference.

3.3	Amendment to Articles of Incorporation	Form 8-K filed with the Securities and Exchange Commission on February 14, 2017 and incorporated herein by reference.

3.4	Amendment to Articles of Incorporation	Form 8-K filed with the Securities and Exchange Commission on September 19, 2016 and incorporated herein by reference.

3.5	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~~ 3.6	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~~ 3.7	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~~ 3.8	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~~ 3.9	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.