Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Apr. 12, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | LINGERIE FIGHTING CHAMPIONSHIPS, INC. | ||
Entity Central Index Key | 1,407,704 | ||
Trading Symbol | boty | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 19,769,977 | ||
Entity Public Float | $ 0 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash | $ 21,683 | $ 3,580 |
Total current assets | 21,683 | 3,580 |
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 |
BALANCE SHEETS (Parentheticals)
BALANCE SHEETS (Parentheticals) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 19,769,977 | 11,500,000 |
Common stock, shares outstanding | 19,769,977 | 11,500,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 5,970 | |
Cost of Services | 32,902 | |
Gross profit (loss) | (26,932) | |
Operating expenses | ||
Selling, general and administrative expenses | $ 264 | 171,053 |
Total operating expense | 264 | 171,053 |
Operating loss | $ (264) | $ (197,985) |
Provision for income taxes | ||
Net Loss | $ (264) | $ (197,985) |
Basic and diluted net loss per common share (in dollars per share) | $ 0 | $ (0.01) |
Basic and diluted weighted average number of common shares outstanding (in shares) | 9,825,949 | 17,693,871 |
STATEMENTS OF STOCKHOLDERS' DEF
STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Jul. 21, 2014 | ||||
Balance (in shares) at Jul. 21, 2014 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common shares issued for cash | $ 1,150 | $ 65 | $ 1,215 | |
Common shares issued for cash (in shares) | 11,500,000 | 11,500,000 | ||
Advance Forgiven By Related Party | 2,513 | $ 2,513 | ||
Net loss | $ (264) | (264) | ||
Balance at Dec. 31, 2014 | $ 1,150 | 2,578 | (264) | 3,464 |
Balance (in shares) at Dec. 31, 2014 | 11,500,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common shares issued for conversion of debt | $ 525 | 4,725 | $ 5,250 | |
Common shares issued for conversion of debt (in shares) | 5,250,000 | 5,250,000 | ||
Sale of common stock | $ 250 | 199,750 | $ 200,000 | |
Sale of common stock (in shares) | 2,500,000 | |||
Common shares issued for compensation | $ 10 | 7,590 | 7,600 | |
Common shares issued for compensation | 95,000 | |||
Beneficial conversion feature on convertible debt | 5,250 | 5,250 | ||
Reverse Merger Adjustment | $ 42 | (39,564) | (39,522) | |
Reverse Merger Adjustment Share | 424,977 | |||
Net loss | (197,985) | (197,985) | ||
Balance at Dec. 31, 2015 | $ 1,977 | $ 180,329 | $ (198,249) | $ (15,943) |
Balance (in shares) at Dec. 31, 2015 | 19,769,977 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
Cash Flows from operating activities: | ||
Net loss | $ (264) | $ (197,985) |
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 | 116 | 31,410 |
Net cash used in operating activities | (148) | (153,725) |
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 | 1,215 | 200,000 |
Net cash provided by financing activities | 3,728 | 169,250 |
Net increase in cash | 3,580 | 18,103 |
Cash, beginning of the period | 3,580 | |
Cash, end of the period | 3,580 | 21,683 |
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 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 12 Months Ended |
Dec. 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 84.70% of the Company's common stock after giving effect to the issuance of the shares pursuant to the Share Exchange Agreement and the shares of common stock issued in the private placement described in the following paragraph. The issuance of the 16,750,000 shares of common stock to the former holders of LFC's common stock and convertible notes in exchange for the capital stock of LFC is referred to as the reverse acquisition transaction. The sole director and chief executive officer of LFC became a director and the chief executive officer of the Company. As a result of the reverse acquisition, the Company's business has become the business of LFC. On March 31, 2015, contemporaneously with the closing pursuant to the Share Exchange Agreement, the Company issued 2,500,000 shares of common stock for a purchase price of $0.08 per share, for a total of $200,000. The proceeds from the private placement were held in escrow on March 31, 2015, and were paid to the Company on April 2, 2015. Accordingly, on March 31, 2015, the proceeds from the private placement are reflected as a subscription receivable. None of the purchasers in the private placement are affiliates of the Company. Under generally accepted accounting principles, the acquisition by the Company of LFC is considered to be a capital transaction in substance, rather than a business combination. That is, the acquisition is equivalent to the acquisition by LFC of the Company, then known as Cala Energy Corp., with the issuance of stock by LFC for the net monetary assets of the Company. The assets and liabilities assumed were $2,578 and $42,100, respectively. This transaction is reflected as a recapitalization, and is accounted for as a change in capital structure. Accordingly, the accounting for the acquisition is identical to that resulting from a reverse acquisition. Under reverse acquisition accounting, the comparative historical financial statements of the Company, as the legal acquirer, are those of the accounting acquirer, LFC. As a result, the comparable financial statements for prior period will be the financial statements of LFC. The accompanying financial statements reflect the recapitalization of the stockholders' equity as if the reverse acquisition transactions occurred as of the beginning of the first period presented. Thus, the 11,500,000 shares of common stock issued to the former LFC stockholders are deemed to be outstanding for all periods reported from the date of the issuance of the underlying LFC securities, the 424,977 shares of common stock held by the Company's stockholders prior to the reverse acquisition are deemed to have been issued on March 31, 2015, the closing date for the reverse acquisition transaction, and the 5,250,000 shares issued pursuant to the Share Exchange Agreement to the holders of the convertible notes and the 2,500,000 shares issued in the private placement were issued on March 31, 2015. (b) Reverse Split On April 20, 2015, the Company effected a one-for-800 reverse split, pursuant to which each share of common stock was converted into, and became 1/800 of a share of common stock, with fractional shares being rounded up to the next higher whole number of shares. As a result of the reverse split, the 339,757,357 shares of common stock, then outstanding, became and were converted into 424,977 shares. All references to shares of common stock and per share information retroactively reflect the reverse split. |
BASIS OF PRESENTATION AND ACCOU
BASIS OF PRESENTATION AND ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND ACCOUNTING POLICIES | 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 and 2014. 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 and $3,580 in cash as at December 31, 2015 and December 31, 2014, 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. 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. Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the Company's net loss applicable 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 the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as at December 31, 2015 and 2014. Related Party Balances and Transactions The Company follows FASB ASC 850, “ Related Party Disclosures 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 Fair Value of Financial Instruments 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 ASC Topic 820, Fair Value Measurements The three-level hierarchy for fair value measurements is defined as follows: - Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) 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 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 are unobservable and significant to the fair value measurement Recent Accounting Pronouncements In June 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 since the reporting period ended 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 a material effect on the Company's financial statements. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 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, 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 | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE | NOTE 4 – LOANS PAYABLE AND CONVERTIBLE LOAN PAYABLE On December 31, 2014, the Company, then known as Cala Energy Corp., borrowed $12,000 from each of three individuals for which the Company issued its 10% senior promissory note in the aggregate principal amount of $36,000. The notes were due December 31, 2015 or earlier in the event that the Company completed a private placement of its common stock. The notes, together with accrued interest, were paid from the proceeds of a $200,000 private placement of our common stock in April 2015, following the receipt by the Company of the proceeds from the private placement. Two of the lenders are related parties. See Note 6. On April 2, 2015, the Company received the $200,000 proceeds from the private placement of its common stock and used the proceeds to pay outstanding loans payable in the principal amount of $36,000, of which notes in the principal amount of $24,000 were held by related parties. In February 2015, LFC borrowed a total of $5,250 from four individuals, for which LFC issued its 5% convertible promissory notes due September 30, 2015. Pursuant to the Share Exchange Agreement, these notes became converted into a total of 5,250,000 shares of common stock. These notes did not become convertible until the completion of the reverse acquisition and the conversion was effected through an exchange of the notes for 5,250,000 shares of common stock pursuant to the Share Exchange Agreement. The Company analyzed the convertible debt option for derivative accounting treatment under ASC Topic 815, "Derivatives and Hedging," and determined that the instrument does not qualify for derivative accounting. The Company therefore performed an analysis to determine if the conversion option was subject to a beneficial conversion feature and determined that the instrument did have a beneficial conversion feature of $5,250. The amount of the beneficial conversion feature was recorded to interest expense as the debt was exchanged for common stock on March 31, 2015. Two of the lenders are related parties. See Note 6. |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
STOCKHOLDERS EQUITY | NOTE 5 – STOCKHOLDERS EQUITY 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. There were no preferred shares issued and outstanding as at December 31, 2015 and 2014. Common Stock The Company has authorized 400,000,000 shares with a par value $0.001 per share. In February 2015, LFC borrowed a total of $5,250 from four individuals, for which LFC issued its 5% convertible promissory notes due September 30, 2015. Pursuant to the Share Exchange Agreement, these notes became converted into a total of 5,250,000 shares of common stock. These notes did not become convertible until the completion of the reverse acquisition and the conversion was effected through an exchange of the notes for 5,250,000 shares of common stock pursuant to the Share Exchange Agreement. Two of the lenders may be deemed related parties. See Note 5. The Company analyzed the convertible debt option for derivative accounting treatment under ASC Topic 815, "Derivatives and Hedging," and determined that the instrument does not qualify for derivative accounting. The Company therefore performed an analysis to determine if the conversion option was subject to a beneficial conversion feature and determined that the instrument does have a beneficial conversion feature of $5,250 on March 31, 2015. The $5,250 beneficial conversion feature was recorded to interest expense as the debt was exchanged for common stock on March 31, 2015. 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. 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 Pursuant to a release agreement dated June 4, 2015, between the Company and its former counsel, the Company and its former counsel exchanged general releases, and the Company issued to its former counsel 95,000 shares of common stock. The shares were valued at $0.08 per share, which is the price per share paid in the Company's March 31, 2015 private placement, for a total of $7,600. On November 12, 2015, the Company purchased 750,000 shares of common stock from a consultant for $75. These shares had been issued by LFC pursuant to a founders’ agreement dated July 28, 2014 for $75 and were exchanged for 750,000 shares of common stock pursuant to the Share Exchange Agreement. The founders’ agreement gave the Company the right to repurchase the shares at cost if she ceased to be a consultant during the first year. The Company exercised this right and repurchased the shares. The Company intends to cancel these shares. These shares have not been cancelled as of December 31, 2015 and as such are accounted for as issued until cancelled. For the year ending December 31, 2014, the company sold 11,500,000 common shares for $1,215 cash proceeds. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 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 became the Company’s chief financial officer after the reverse acquisition, and one who was not affiliated with the Company but who became a 5% stockholder as a result of the shares issued to him pursuant to the Share Exchange Agreement upon conversion of convertible notes held by him, each (i) made a $12,000 loan to the acquired company prior to the reverse acquisition transaction and received a 10% senior promissory note in the principal amount of $12,000, which were paid from the proceeds of the Company’s March 31, 2015 private placement (see Note 4), and (ii) made a loan to the LFC in the amount of $1,925, which became converted into 1,925,000 shares of common stock pursuant to the Share Exchange Agreement. These loans represent $24,000 of the $36,000 of loans made by Cala Energy Corp. prior to the reverse acquisition transaction. The convertible notes represent $3,850 of the $5,250 of convertible notes issued by LFC prior to the reverse acquisition. The liabilities of the Cala Energy Corp. that were assumed by the Company includes $100 due to the Company’s chief financial officer, who was then the Company’s chief executive officer and chief financial officer prior to the reverse acquisition. This loan has been paid and is reflected in the change in accrued expenses. The Company's chief executive officer made a $2,628 advance to the Company during the period ended December 31, 2015. $2,513 of this $2,628 was forgiven by the chief executive officer during the period ended December 31, 2015. The $115 advance was non-interest bearing and payable on demand and has been paid and included in the change in accrued expenses. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 7 – INCOME TAXES The Company did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because the Company has experienced operating losses for U.S. federal income tax purposes since inception. When it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit The Company has fully reserved the benefit from the tax loss carryforward as follows: 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 $ - $ - The Company has approximately $198,249 of net operating losses (“NOL”) carried forward to offset taxable income in future years which expire commencing twenty years from when incurred. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets relating to NOLs for every period because it is more likely than not that all of the deferred tax assets will not be realized. The Company is subject to audits by U.S. Internal Revenue Service ("IRS"), state, local and foreign tax authorities. Management believes that adequate provisions have been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company's tax audits are resolved in a manner not consistent with management's expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS Management has evaluated events occurring after the date of these financial statements through the date that these financial statements were issued. Based on our evaluation no events other than the following have occurred that require disclosure: On April 1, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $40,000. On April 4, 2016, the Company entered into an investment agreement with an unrelated party. Per the investment agreement, the investor will invest up to $5,000,000 to purchase the Company’s common stock, par value of $.001 per share. |
BASIS OF PRESENTATION AND ACC15
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 and 2014. |
Use of Estimates | 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 | 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 and $3,580 in cash as at December 31, 2015 and December 31, 2014, respectively. |
Revenue Recognition | 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. |
Income Taxes | 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. |
Basic Income (Loss) Per Share | Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the Company's net loss applicable 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 the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as at December 31, 2015 and 2014. |
Related Party Balances and Transactions | Related Party Balances and Transactions The Company follows FASB ASC 850, “ Related Party Disclosures |
Beneficial Conversion Feature of Convertible Debt | 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 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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 ASC Topic 820, Fair Value Measurements The three-level hierarchy for fair value measurements is defined as follows: - Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) 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 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 are unobservable and significant to the fair value measurement |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 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 since the reporting period ended 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 a material effect on the Company's financial statements. |
STOCKHOLDERS EQUITY (Tables)
STOCKHOLDERS EQUITY (Tables) | 12 Months Ended |
Dec. 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 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Summary of fully reserved the benefit from the tax loss carryforward | 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 $ - $ - |
ORGANIZATION AND NATURE OF BU18
ORGANIZATION AND NATURE OF BUSINESS (Detail Textuals) - USD ($) | 1 Months Ended | 5 Months Ended | 12 Months Ended | ||
Jul. 28, 2015 | Apr. 20, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | |
Organization And Nature Of Business [Line Items] | |||||
Number of shares issued under exchange agreement | 5,250,000 | 5,250,000 | |||
Number of shares issued | 2,500,000 | 11,500,000 | |||
Common stock price per share | $ 0.08 | ||||
Value of shares issued under private placement | $ 200,000 | $ 1,215 | |||
Number of shares held prior to reverse acquisition | 424,977 | ||||
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 | 11,500,000 | 19,769,977 | ||
Number of shares converted into reverse splits | 424,977 | ||||
Private Placement | |||||
Organization And Nature Of Business [Line Items] | |||||
Number of shares issued | 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 acquired | $ 2,578 | ||||
Liabilities assumed | $ 42,100 | ||||
Common stock, shares outstanding | 11,500,000 | ||||
Share Exchange Agreement | LFC | |||||
Organization And Nature Of Business [Line Items] | |||||
Number of shares issued | 750,000 | 11,500,000 | |||
Value of shares issued under private placement | $ 75 | ||||
Share Exchange Agreement | LFC | Convertible notes | |||||
Organization And Nature Of Business [Line Items] | |||||
Number of shares issued under exchange agreement | 16,750,000 | ||||
Common stock ownership percentage | 84.70% | ||||
Number of shares issued as reverse acquisition transaction | 16,750,000 |
BASIS OF PRESENTATION AND ACC19
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Detail Textuals) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||
Cash | $ 21,683 | $ 3,580 |
LOANS PAYABLE (Detail Textuals)
LOANS PAYABLE (Detail Textuals) | Apr. 02, 2015USD ($) | Apr. 30, 2015USD ($) | Mar. 31, 2015USD ($)shares | Dec. 31, 2015USD ($)Individualshares | Dec. 31, 2014USD ($)Individual | Feb. 28, 2015USD ($) |
Debt Instrument [Line Items] | ||||||
Repayment of notes - related party | $ (24,000) | |||||
Number of shares issued under exchange agreement | shares | 5,250,000 | 5,250,000 | ||||
Investor | ||||||
Debt Instrument [Line Items] | ||||||
Beneficial conversion feature recorded to interest expense | $ 5,250 | |||||
Chief executive officer | ||||||
Debt Instrument [Line Items] | ||||||
Number of individuals | Individual | 2 | |||||
Number of shares issued under exchange agreement | shares | 9,350,000 | |||||
Loans Payable | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from issuance of private placement | $ 200,000 | |||||
Loan paid | 36,000 | |||||
Repayment of notes - related party | $ 24,000 | |||||
Loans Payable | Cala Energy Corp | ||||||
Debt Instrument [Line Items] | ||||||
Loan borrowed | $ 12,000 | |||||
Number of individuals | Individual | 3 | |||||
Interest rate of senior promissory note | 10.00% | |||||
Aggregate principal amount | $ 36,000 | |||||
Proceeds from issuance of private placement | $ 200,000 | |||||
Loans Payable | LFC | ||||||
Debt Instrument [Line Items] | ||||||
Loan borrowed | $ 5,250 | |||||
Interest rate of senior promissory note | 5.00% |
STOCKHOLDERS EQUITY (Details)
STOCKHOLDERS EQUITY (Details) - Cala Energy Corp | Dec. 31, 2015USD ($) |
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) | 1 Months Ended | 5 Months Ended | 12 Months Ended | ||
Jul. 28, 2015USD ($)shares | Mar. 31, 2015USD ($)Individual$ / sharesshares | Feb. 28, 2015USD ($)Individualshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | |
Stockholders Equity [Line Items] | |||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Preferred stock par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Common stock, shares authorized | 400,000,000 | 400,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Number of shares issued | 2,500,000 | 11,500,000 | |||
Value of shares issued | $ | $ 200,000 | $ 1,215 | |||
Number of investors | Individual | 5 | ||||
Common stock price per share | $ / shares | $ 0.08 | ||||
Proceeds from sale of common stock | $ | $ 1,215 | $ 200,000 | |||
Number of shares issued under exchange agreement | 5,250,000 | 5,250,000 | |||
Investor | |||||
Stockholders Equity [Line Items] | |||||
Beneficial conversion feature recorded to interest expense | $ | $ 5,250 | ||||
Share Exchange Agreement | LFC | |||||
Stockholders Equity [Line Items] | |||||
Number of shares issued | 750,000 | 11,500,000 | |||
Value of shares issued | $ | $ 75 | ||||
Share Exchange Agreement | LFC | Convertible notes | |||||
Stockholders Equity [Line Items] | |||||
Number of shares issued under exchange agreement | 16,750,000 | ||||
Share Exchange Agreement | LFC | Individuals | Convertible notes | |||||
Stockholders Equity [Line Items] | |||||
Number of shares issued | 5,250,000 | ||||
Value of shares issued | $ | $ 5,250 | ||||
Number of investors | Individual | 4 | ||||
Debt instrument interest rate | 5.00% | ||||
Release agreement | LFC | Former counsel | |||||
Stockholders Equity [Line Items] | |||||
Number of shares issued | 95,000 | ||||
Common stock price per share | $ / shares | $ 0.08 | ||||
Proceeds from sale of common stock | $ | $ 7,600 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Textuals) | 1 Months Ended | 5 Months Ended | 12 Months Ended | |
Mar. 31, 2015$ / sharesshares | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($)Individualshares | Jul. 31, 2014$ / shares | |
Related Party Transaction [Line Items] | ||||
Number of shares issued under exchange agreement | shares | 5,250,000 | 5,250,000 | ||
Common stock price per share | $ / shares | $ 0.08 | |||
Convertible notes issued | $ 5,250 | |||
Advance forgiven by related party | $ 2,513 | |||
Chief executive officer | ||||
Related Party Transaction [Line Items] | ||||
Number of shares issued under exchange agreement | shares | 9,350,000 | |||
Common stock ownership percentage | 47.50% | |||
Number of shares issued as reverse acquisition transaction | shares | 9,350,000 | |||
Common stock price per share | $ / shares | $ 0.0001 | |||
Number of individuals | Individual | 2 | |||
Amount of borrowing | $ 100 | |||
Advances from related party | 2,628 | |||
Advance forgiven by related party | 2,513 | |||
Noninterest-bearing advances | 115 | |||
Share Exchange Agreement | ||||
Related Party Transaction [Line Items] | ||||
Amount of borrowing | 5,250 | |||
Share Exchange Agreement | 10% senior promissory note | ||||
Related Party Transaction [Line Items] | ||||
Amount of borrowing | 24,000 | |||
Share Exchange Agreement | 10% senior promissory note | Cala Energy Corp | ||||
Related Party Transaction [Line Items] | ||||
Amount of borrowing | 36,000 | |||
Share Exchange Agreement | LFC | ||||
Related Party Transaction [Line Items] | ||||
Amount of borrowing | 1,925 | |||
Convertible notes issued | $ 3,850 | |||
Number of shares issuable upon conversion of debt | shares | 1,925,000 | |||
Share Exchange Agreement | Unaffiliated investor | 10% senior promissory note | ||||
Related Party Transaction [Line Items] | ||||
Common stock ownership percentage | 5.00% | |||
Amount of borrowing | $ 12,000 | |||
Interest rate of senior promissory note | 10.00% | |||
Principal amount | $ 12,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 264 | $ 198,249 |
Tax rate | 34.00% | 34.00% |
Tax benefit of net operating loss carryforward | $ 90 | $ 67,405 |
Valuation allowance | $ (90) | $ (67,405) |
Deferred income tax asset |
INCOME TAXES (Details Textuals)
INCOME TAXES (Details Textuals) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 198,249 | $ 264 |
SUBSEQUENT EVENTS (Detail Textu
SUBSEQUENT EVENTS (Detail Textuals) - USD ($) | Apr. 04, 2016 | Apr. 01, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Subsequent Event [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Convertible promissory note issued to an unrelated party | $ 40,000 | |||
Investment by unrelated party | $ 5,000,000 | |||
Common stock, par value (in dollars per share) | $ 0.001 |