Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 15-May-15 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | LINGERIE FIGHTING CHAMPIONSHIPS, INC. | |
Entity Central Index Key | 1407704 | |
Trading Symbol | boty | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 19,674,804 | |
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED_BALANCE_SHEETS_Un
CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash | $6,816 | $3,580 |
Subscription receivable | 200,000 | |
Total current assets | 206,816 | 3,580 |
Current liabilities | ||
Accounts payable and accrued expenses | 17,500 | 881 |
Loan Payable | 12,000 | |
Loan Payable- related party | 24,215 | |
Total current liabilities | 53,715 | 881 |
Stockholders' equity (deficit) | ||
Preferred stock, par value $0.001 10,000,000 shares authorized , and none shares issued and outstanding | ||
Common stock, par value $0.001 per share, 400,000,000 shares authorized, 19,674,804 and 11,500,000 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively | 1,967 | 1,150 |
Additional paid in capital | 170,226 | 65 |
Accumulated earnings (deficit) | -19,092 | 1,484 |
Total stockholders' equity (deficit) | 153,101 | 2,699 |
Total liabilities and stockholders' equity (deficit) | $206,816 | $3,580 |
CONDENSED_BALANCE_SHEETS_Unaud
CONDENSED BALANCE SHEETS (Unaudited) (Parentheticals) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 19,674,804 | 11,500,000 |
Common stock, shares outstanding | 19,674,804 | 11,500,000 |
CONSOLIDATED_STATEMENT_OF_OPER
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Operating expenses | |
General and administrative expenses | $15,326 |
Total operating expense | 15,326 |
Other income (expense) | |
Interest expense | -5,250 |
Total other income (expense) | -5,250 |
Net loss | ($20,576) |
Basic and diluted net loss per share (in dollars per share) | $0 |
Basic and diluted Weighted average number of common shares outstanding (in shares) | 11,500,000 |
CONSOLIDATED_STATEMENT_OF_CASH
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Cash Flows from operating activities: | |
Net loss | ($20,576) |
Adjustments to reconcile net loss to net cash used in operating activities : | |
Amortization of beneficial conversion feature | 5,250 |
Changes in operating assets and liabilities: | |
Accounts payable and accrued expense | 10,734 |
Net cash used in operating activities | -4,592 |
Cash flows from investing activities: | |
Cash receipt from reverse merger | 2,578 |
Net cash provided by financing activities | 2,578 |
Cash flows from financing activities: | |
Proceeds from related party convertible debt | 3,850 |
Proceeds from convertible debt | 1,400 |
Net cash provided by financing activities | 5,250 |
Net increase in cash | 3,236 |
Cash, beginning of the period | 3,580 |
Cash, end of the period | 6,816 |
Cash paid during the period for: | |
Interest | |
Income taxes | 337 |
Non cash investment and financing activities: | |
Net liabilities assumed in the reverse merger | 39,522 |
Subscription receivable | 200,000 |
Common shares issued for conversion debt | $5,250 |
ORGANIZATION_AND_NATURE_OF_BUS
ORGANIZATION AND NATURE OF BUSINESS | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS | 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 85.1% of the Company's common stock after giving effect to the issuance of the shares pursuant to the Share Exchange Agreement and the shares of common stock issued in the private placement described in the following paragraph. The issuance of the 16,750,000 shares of common stock to the former holders of LFC's common stock and convertible notes in exchange for the capital stock of LFC is referred to as the reverse acquisition transaction. The sole director and chief executive officer of LFC became a director and the chief executive officer of the Company. As a result of the reverse acquisition, the Company's business has become the business of LFC. | |
On March 31, 2015, contemporaneously with the closing pursuant to the Share Exchange Agreement, the Company issued 2,500,000 shares of common stock for a purchase price of $0.08 per share, for a total of $200,000. The proceeds from the private placement were held in escrow on March 31, 2015, and were paid to the Company on April 2, 2015. Accordingly, on March 31, 2015, the proceeds from the private placement are reflected as a subscription receivable. None of the purchasers in the private placement are affiliates of the Company. | |
Under generally accepted accounting principles, the acquisition by the Company of LFC is considered to be capital transactions 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 434,804 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 that to the holders of the convertible notes and the 2,500,000 shares issued in the private placement were issued on March 31, 2015. | |
At March 31, 2015, the Company had one subsidiary, LFC, which was merged into the Company on April 1, 2015. See Note 9. | |
(b) Reverse Split | |
On April 20, 2015, the Company effected a one-for-800 reverse split, pursuant to which each share of common stock was converted into, and became 1/800 of a share of common stock, with fractional shares being rounded up to the next higher whole number of shares. As a result of the reverse split, the 339,757,357 shares of common stock, then outstanding, became and were converted into 424,804 shares. All references to shares of common stock and per share information retroactively reflect the reverse split. | |
(c) Change of Fiscal Year | |
As a result of, and in connection with, the reverse acquisition, the Company changed its fiscal year to the calendar year, which was LFC's fiscal year, from a fiscal year ending February 28. |
BASIS_OF_PRESENTATION_AND_ACCO
BASIS OF PRESENTATION AND ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND ACCOUNTING POLICIES | NOTE 2 – BASIS OF PRESENTATION AND ACCOUNTING POLICIES |
The accompanying unaudited interim condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and are presented in accordance with the requirements of Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these interim financial statements do not include all of the information and notes required by GAAP for complete financial statements. These interim financial statements should be read in conjunction with the financial statements and notes thereto for the period from July 21, 2014 (inception) through December 31, 2014 included in the Company's Form 8-K which was filed with the SEC on April 7, 2015. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected any other interim period or for the year ending December 31, 2015. | |
Since LFC was organized in July 2014, the Company does not have financial statements for the three months ended March 31, 2014. | |
Principals of consolidation | |
The consolidated financial statements include the accounts of and its controlled subsidiaries. Equity investments in which we exercise significant influence, but do not control and are not the primary beneficiary, are accounted for using the equity method of accounting. Investments in which we do not exercise significant influence over the investee are accounted for using the cost method of accounting. Intercompany transactions are eliminated. As of March 31, 2015, the Company had one subsidiary, LCF. |
GOING_CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2015 | |
Going Concern [Abstract] | |
GOING CONCERN | 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 and generated no revenue during the first quarter of 2015, has sustained losses since its organization and requires funding to generate revenue. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. | |
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company can give no assurances that it can or will become financially viable and continue as a going concern. |
LOANS_PAYABLE
LOANS PAYABLE | 3 Months Ended |
Mar. 31, 2015 | |
Loans Payable [Abstract] | |
LOANS PAYABLE | NOTE 4 – LOANS 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. | |
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 does have a beneficial conversion feature of $5,250 on March 31, 2015. 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. | |
Loans payable also includes $115 due to the Company's chief executive officer, which was incurred by LFC prior to the reverse acquisition, and $100 due to the Company's chief financial officer, who was the chief executive officer and chief financial officer of the Company prior to the reverse acquisition. See Note 6. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS EQUITY | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Equity [Abstract] | |||||
STOCKHOLDERS EQUITY | NOTE 5 – STOCKHOLDERS EQUITY | ||||
In July 2014, LFC issued 750,000 shares of common stock to two consultants for $0.0001 per share, which was the par value of the LFC common stock. These stockholders entered into founders' agreements dated July 28, 2014 with LFC, which provide that in the event that the stockholder ceases to be an employee or consultant during the three years commencing with the date of the agreement, LFC has the right to repurchase the shares at par value. During the first, second and third year, LFC's rights to repurchase relate to 100%, 66 2/3% and 33 1/3%, respectively, of the shares initially issued. After the expiration of three years, the repurchase right terminates. The agreements also provide that if the employee is no longer an employee of consultant prior to July 28, 2017, the shares cannot be transferred for 18 months after the state the employee is no longer employed. As a result of the reverse acquisition and the subsequent merger of LFC into the Company, these rights became assumed by the Company. These shares were exchanged for a total of 1,500,000 shares of common stock pursuant to the Share Exchange Agreement. | |||||
In July 2014, LFC issued 650,000 shares of common stock to a consultant for $0.0001 per share, which was the par value of the LFC common stock. This stockholder entered into a founders' agreement with the Company pursuant to which the stockholder agreed to a three-year restriction on the transfer of his shares. These shares were exchanged for 650,000 shares of common stock pursuant to the Share Exchange Agreement. | |||||
On March 31, 2015: | |||||
· | The Company issued 16,750,000 shares of common stock to the stockholders and convertible note holders of LFC pursuant to the Share Exchange Agreement. As a result of the reverse acquisition accounting, these shares are treated as being outstanding from the date of issuance of the LFC shares with respect to which the Company's common stock was issued or, in the case of the shares issued upon conversion of the convertible notes, on the date the convertible notes were issued. | ||||
· | 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. At March 31, 2015, the purchase price of the shares is reflected as a subscription receivable. See Note 7. | ||||
The assets and liabilities of Cala Energy Corp., which were assumed by the Company as a result of 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 |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 – RELATED PARTY TRANSACTIONS |
LFC's chief executive officer, who became the Company's chief executive officer in connection with the reverse acquisition, received 9,350,000 shares of common stock, representing 47.5% of the Company's outstanding common stock, in exchange for 9,350,000 shares of LFC common stock pursuant to the Share Exchange Agreement. The chief executive officer acquired his LFC common stock in July 2014 for $0.0001 per share, which was the par value of the LCF common stock. | |
Two individuals, one of whom was the Company's then chief executive and chief financial officer prior to the reverse acquisition and because 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 pursuant to the Share Exchange Agreement, each (i) made a $12,000 loan to the Company and received a 10% senior promissory note in the principal amount of $12,000, which were paid from the proceeds of the Company's private placement, 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. The loans represented a portion of the $36,000 loans to the Company and $5,250 loans to LFC described in Note 4. Also, see Note 5. | |
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 the Company's chief executive officer and chief financial officer prior to the reverse acquisition. | |
The Company's chief executive officer made a $115 advance to the Company during the period ended March 31, 2015. The advance is non-interest bearing and payable on demand. This advance is included in loans payable at March 31, 2015. | |
The Company's chief financial officer, who was the chief executive officer and chief financial officer, made a $100 advance to the Company during the period ended March 31, 2015. This advance is included in loans payable at March 31, 2015. |
SUBSCRIPTION_RECEIVABLE
SUBSCRIPTION RECEIVABLE | 3 Months Ended |
Mar. 31, 2015 | |
Receivables [Abstract] | |
SUBSCRIPTION RECEIVABLE | NOTE 7 – SUBSCRIPTION RECEIVABLE |
On March 31, 2015, the Company completed the private placement of 2,500,000 shares of common stock at $0.08 per share, or a total of $200,000. At March 31, 2015, the shares were issued but the purchase price was held in escrow and was received by the Company on April 2, 2015. |
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | NOTE 8 – CONTINGENCIES |
The Company is in discussion with its former counsel concerning compensation to such counsel for services rendered. The Company believes that it has an oral agreement with respect to the resolution of the dispute. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS |
On April 2, 2015, the Company received the $200,000 proceeds from the private placement of its common stock and used the proceeds to pay outstanding loans payable in the principal amount of $36,000, of which notes in the principal amount of $24,000 were held by related parties. See Notes 4, 5 and 7. |
BASIS_OF_PRESENTATION_AND_ACCO1
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Principals of consolidation | Principals of consolidation |
The consolidated financial statements include the accounts of and its controlled subsidiaries. Equity investments in which we exercise significant influence, but do not control and are not the primary beneficiary, are accounted for using the equity method of accounting. Investments in which we do not exercise significant influence over the investee are accounted for using the cost method of accounting. Intercompany transactions are eliminated. As of March 31, 2015, the Company had one subsidiary, LCF. |
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS EQUITY (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Equity [Abstract] | |||||
Schedule of assets and liabilities of Cala Energy Corp assumed | 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 |
ORGANIZATION_AND_NATURE_OF_BUS1
ORGANIZATION AND NATURE OF BUSINESS (Detail Textuals) (USD $) | 3 Months Ended | 1 Months Ended | |
Mar. 31, 2015 | Apr. 20, 2015 | Dec. 31, 2014 | |
Organization And Nature Of Business [Line Items] | |||
Number of shares issued under exchange agreement | 5,250,000 | ||
Number of shares issued under private placement | 2,500,000 | ||
Common stock price per share | $0.08 | ||
Number of shares deemed to be outstanding | 11,500,000 | ||
Value of shares issued under private placement | $200,000 | ||
Number of shares held prior to reverse acquisition | 434,804 | ||
Common stock, shares outstanding | 19,674,804 | 11,500,000 | |
Share Exchange Agreement | |||
Organization And Nature Of Business [Line Items] | |||
Number of shares issued under exchange agreement | 5,250,000 | ||
Private Placement | |||
Organization And Nature Of Business [Line Items] | |||
Number of shares issued under private placement | 2,500,000 | ||
Common stock price per share | $0.08 | ||
Value of shares issued under private placement | 200,000 | ||
Cala Energy Corp | |||
Organization And Nature Of Business [Line Items] | |||
Assets assumed | 2,578 | ||
Liabilities assumed | $42,100 | ||
Subsequent event | |||
Organization And Nature Of Business [Line Items] | |||
Reverse stock split effective ratio | One-for-800 reverse split | ||
Reverse stock split ratio for each share | 1/800 | ||
Common stock, shares outstanding | 339,757,357 | ||
Number of shares converted into reverse splits | 424,804 | ||
Convertible notes | LFC | Share Exchange Agreement | |||
Organization And Nature Of Business [Line Items] | |||
Number of shares issued under exchange agreement | 16,750,000 | ||
Common stock ownership percentage | 85.10% | ||
Number of shares issued as reverse acquisition transaction | 16,750,000 |
LOANS_PAYABLE_Detail_Textuals
LOANS PAYABLE (Detail Textuals) (USD $) | 3 Months Ended | 0 Months Ended | 1 Months Ended | ||
Mar. 31, 2015 | Apr. 02, 2015 | Dec. 31, 2014 | Feb. 28, 2015 | Apr. 02, 2015 | |
Lender | Lender | Lender | |||
Debt Instrument [Line Items] | |||||
Number of individuals | 2 | ||||
Aggregate principal amount | $36,000 | ||||
Number of shares issued under exchange agreement | 5,250,000 | ||||
Loan Payable- related party | 24,215 | ||||
Share Exchange Agreement | |||||
Debt Instrument [Line Items] | |||||
Number of shares issued under exchange agreement | 5,250,000 | ||||
Share Exchange Agreement | LFC | |||||
Debt Instrument [Line Items] | |||||
Amount of borrowing | 1,925 | ||||
Chief executive officer | |||||
Debt Instrument [Line Items] | |||||
Number of shares issued under exchange agreement | 9,350,000 | ||||
Number of shares issued as reverse acquisition transaction | 9,350,000 | ||||
Loan Payable- related party | 115 | ||||
Chief financial officer | |||||
Debt Instrument [Line Items] | |||||
Amount of borrowing | 100 | ||||
Loan Payable- related party | 100 | ||||
Subsequent event | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | 36,000 | ||||
Proceeds from private placement | 200,000 | ||||
10% senior promissory note | Cala Energy Corp | |||||
Debt Instrument [Line Items] | |||||
Amount of borrowing | 12,000 | ||||
Number of individuals | 3 | ||||
Interest rate of senior promissory note | 10.00% | ||||
Aggregate principal amount | 36,000 | ||||
Number of lender related party | 2 | ||||
10% senior promissory note | Chief executive officer | Share Exchange Agreement | |||||
Debt Instrument [Line Items] | |||||
Amount of borrowing | 12,000 | ||||
Interest rate of senior promissory note | 10.00% | ||||
Aggregate principal amount | 12,000 | ||||
5% convertible promissory notes | LFC | |||||
Debt Instrument [Line Items] | |||||
Interest rate of senior promissory note | 5.00% | ||||
Amount of beneficial conversion feature | 5,250 | ||||
5% convertible promissory notes | Share Exchange Agreement | LFC | |||||
Debt Instrument [Line Items] | |||||
Amount of borrowing | 5,250 | ||||
Number of individuals | 4 | ||||
Interest rate of senior promissory note | 5.00% | ||||
Aggregate principal amount | $2 | ||||
Number of shares issued under exchange agreement | 5,250,000 | ||||
Number of shares issued as reverse acquisition transaction | 5,250,000 |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS EQUITY (Details) (Cala Energy Corp, USD $) | Mar. 31, 2015 |
Cala Energy Corp | |
Stockholders Equity [Line Items] | |
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 |
STOCKHOLDERS_EQUITY_Detail_Tex
STOCKHOLDERS EQUITY (Detail Textuals) (USD $) | 3 Months Ended | 1 Months Ended | |
Mar. 31, 2015 | Jul. 28, 2014 | Jul. 31, 2014 | |
Organization And Nature Of Business [Line Items] | |||
Number of shares issued | 2,500,000 | ||
Common stock price per share | $0.08 | ||
Number of shares issued under exchange agreement | 5,250,000 | ||
Investor | |||
Organization And Nature Of Business [Line Items] | |||
Number of shares issued | 2,500,000 | ||
Number of investors | 5 | ||
Value of shares issued | $200,000 | ||
LFC | Consultant | |||
Organization And Nature Of Business [Line Items] | |||
Number of shares issued | 750,000 | 650,000 | |
Common stock price per share | $0.00 | $0.00 | |
Number of consultant | 2 | ||
Share Exchange Agreement | |||
Organization And Nature Of Business [Line Items] | |||
Number of shares issued under exchange agreement | 5,250,000 | ||
Share Exchange Agreement | Consultant | |||
Organization And Nature Of Business [Line Items] | |||
Number of shares issued under exchange agreement | 1,500,000 | 650,000 | |
Share Exchange Agreement | LFC | Convertible notes | |||
Organization And Nature Of Business [Line Items] | |||
Number of shares issued under exchange agreement | 16,750,000 | ||
Founders Agreements | LFC | Consultant | |||
Organization And Nature Of Business [Line Items] | |||
Cease period of service of employee or consultant | 3 years | ||
Percentage of right to repurchase shares in first year | 100.00% | ||
Percentage of right to repurchase shares in second year | 66.67% | ||
Percentage of right to repurchase shares in third year | 33.33% | ||
Termination period of repurchase right | 3 years |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Detail Textuals) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Jul. 31, 2014 | |
Related Party Transaction [Line Items] | ||
Number of shares issued under exchange agreement | 5,250,000 | |
Common stock price per share | $0.08 | |
Number of individuals | 2 | |
Principal amount | $36,000 | |
Loan Payable- related party | 24,215 | |
Chief executive officer | ||
Related Party Transaction [Line Items] | ||
Number of shares issued under exchange agreement | 9,350,000 | |
Common stock ownership percentage | 47.50% | |
Number of shares issued as reverse acquisition transaction | 9,350,000 | |
Common stock price per share | $0.00 | |
Loan Payable- related party | 115 | |
Chief financial officer | ||
Related Party Transaction [Line Items] | ||
Amount of borrowing | 100 | |
Loan Payable- related party | 100 | |
Share Exchange Agreement | ||
Related Party Transaction [Line Items] | ||
Number of shares issued under exchange agreement | 5,250,000 | |
Share Exchange Agreement | 10% senior promissory note | Chief executive officer | ||
Related Party Transaction [Line Items] | ||
Amount of borrowing | 12,000 | |
Interest rate of senior promissory note | 10.00% | |
Principal amount | 12,000 | |
Share Exchange Agreement | LFC | ||
Related Party Transaction [Line Items] | ||
Amount of borrowing | 1,925 | |
Number of shares issuable upon conversion of debt | 1,925,000 | |
Share Exchange Agreement | Unaffiliated investor | 10% senior promissory note | ||
Related Party Transaction [Line Items] | ||
Common stock ownership percentage | 5.00% | |
Common stock price per share | $0.08 | |
Amount of borrowing | 12,000 | |
Interest rate of senior promissory note | 10.00% | |
Principal amount | $12,000 |
SUBSCRIPTION_RECEIVABLE_Detail
SUBSCRIPTION RECEIVABLE (Details Textuals) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Receivables [Abstract] | |
Number of shares issued under private placement | 2,500,000 |
Common stock price per share | $0.08 |
Value of shares issued under private placement | $200,000 |
SUBSEQUENT_EVENTS_Detail_Textu
SUBSEQUENT EVENTS (Detail Textuals) (USD $) | 0 Months Ended | ||
Apr. 02, 2015 | Mar. 31, 2015 | Apr. 02, 2015 | |
Subsequent Event [Line Items] | |||
Principal amount | $36,000 | ||
Subsequent event | |||
Subsequent Event [Line Items] | |||
Proceeds from private placement | 200,000 | ||
Principal amount | 36,000 | ||
Subsequent event | Related parties | |||
Subsequent Event [Line Items] | |||
Principal amount | $24,000 |