Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 12, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | LINGERIE FIGHTING CHAMPIONSHIPS, INC. | |
Entity Central Index Key | 1,407,704 | |
Trading Symbol | boty | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 19,019,977 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 |
BALANCE SHEETS (Unaudited)
BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash | $ 9,780 | $ 21,683 |
Total current assets | 9,780 | 21,683 |
Current liabilities | ||
Accounts payable and accrued expenses | 31,000 | 37,626 |
Total current liabilities | $ 31,000 | $ 37,626 |
Stockholders' deficit | ||
Preferred stock, par value $0.001, 10,000,000 shares authorized, and no shares issued and outstanding | ||
Common stock, par value $0.001 per share, 400,000,000 shares authorized, 19,019,977 and 19,769,977 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively | $ 1,902 | $ 1,977 |
Additional paid in capital | 180,329 | 180,329 |
Accumulated deficit | (203,451) | (198,249) |
Total stockholders' deficit | (21,220) | (15,943) |
Total liabilities and stockholders' deficit | $ 9,780 | $ 21,683 |
BALANCE SHEETS (Unaudited) (Par
BALANCE SHEETS (Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
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) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 19,019,977 | 19,769,977 |
Common stock, shares outstanding | 19,019,977 | 19,769,977 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Revenues | $ 1,200 | |
Cost of services and goods sold | ||
Gross profit | $ 1,200 | |
Operating expenses | ||
General and administrative expenses | 6,402 | $ 15,326 |
Total operating expense | 6,402 | 15,326 |
Loss from operations | (5,202) | (15,326) |
Other expense | ||
Interest expense | (5,250) | |
Total other expense | (5,250) | |
Net Loss | $ (5,202) | $ (20,576) |
Basic and diluted net loss per common share (in dollars per share) | $ 0 | $ 0 |
Basic and diluted weighted average number of common shares outstanding (in dollars per share) | 19,069,428 | 11,500,000 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash Flows from operating activities: | ||
Net loss | $ (5,202) | $ (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 | (6,626) | 10,734 |
Net cash used in operating activities | (11,828) | (4,592) |
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: | ||
Payment for cancellation of shares | (75) | |
Proceeds from related party convertible debt | 3,850 | |
Proceeds from convertible debt | 1,400 | |
Net cash provided (used) by financing activities | (75) | 5,250 |
Net increase in cash | (11,903) | 3,236 |
Cash, beginning of the period | 21,683 | 3,580 |
Cash, end of the period | $ 9,780 | $ 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 BUSI
ORGANIZATION AND NATURE OF BUSINESS | 3 Months Ended |
Mar. 31, 2016 | |
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. The Company has no subsidiaries. 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 paid to the Company on April 2, 2015. 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 acquired 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 shares, 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 LFC’s convertible notes are deemed to have been issued on March 31, 2015, the closing date of the reverse acquisition transaction, and the 2,500,000 shares issued in theprivate 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 | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND ACCOUNTING POLICIES | NOTE 2 – BASIS OF PRESENTATION AND ACCOUNTING POLICIES The accompanying unaudited interim 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 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2016 | |
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. |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
STOCKHOLDERS EQUITY | NOTE 4 – 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 March 31, 2016 and December 31, 2015. Common Stock The Company has authorized 400,000,000 shares with a par value $0.001 per share. 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. On January 7, 2016, payment had been provided to the consultant and the shares are accounted for as being cancelled as at March 31, 2016. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 5 – 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 with a $4,000 original issuer 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. On April 4, 2016, we closed on an Investment Agreement with Tangiers Global, LLC (“Tangiers”), a Wyoming limited liability company. Pursuant to the terms of the Investment 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 Investment Agreement, we also entered into a registration rights agreement (the “Registration Rights Agreement”) with Tangiers, pursuant to which we are obligated to file a registration statement with the SEC. We are obligated to use all commercially reasonable efforts to maintain an effective registration statement until termination of the Investment Agreement. The Company issued a convertible promissory note to the unrelated party for $100,000, as a commitment fee, which bears interest at 10% of the principle amount and matures eight 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 unrelated party agree the principal balance of the note will be immediately reduced by $40,000. 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 related 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. On April 4, 2016, the Company entered into a separate $50,000 with a $7,500 original issuer discount of $7,500 convertible promissory note to the unrelated party, which bears interest at 10% of the principal amount. The $50,000 convertible promissory note matures six months from the issue date. The note may be prepaid by the company, in whole, or part, as follows: (a) under thirty days, 105% of principal amount, (b) thirty one to sixty days, 110% of principal amount, (c) sixty one to ninety days, 115% of principal amount, (d) ninety one to one hundred and twenty days, 120% of principal amount, (e) one hundred and twenty two to one hundred fifty one days, 125% of principal amount, and (f) one hundred and fifty one to one hundred and eighty days, 130% of principal amount. The conversion price shall be equal to the lower of 50% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. |
BASIS OF PRESENTATION AND ACC11
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND ACCOUNTING POLICIES | The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and are presented in accordance with the requirements of Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these interim financial statements do not include all of the information and notes required by GAAP for complete financial statements. These interim financial statements should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 |
ORGANIZATION AND NATURE OF BU12
ORGANIZATION AND NATURE OF BUSINESS (Detail Textuals) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Apr. 20, 2015 | Mar. 31, 2015 | Jul. 28, 2014 | Mar. 31, 2016 | Dec. 31, 2015 | |
Organization And Nature Of Business [Line Items] | |||||
Number of shares issued under exchange agreement | 5,250,000 | ||||
Number of shares issued | 2,500,000 | ||||
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 | 19,019,977 | 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 | ||||
Share Exchange Agreement | LFC | |||||
Organization And Nature Of Business [Line Items] | |||||
Number of shares issued | 11,500,000 | 750,000 | |||
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 |
STOCKHOLDERS EQUITY (Detail Tex
STOCKHOLDERS EQUITY (Detail Textuals) - USD ($) | Nov. 12, 2015 | Mar. 31, 2015 | Jul. 28, 2014 | Mar. 31, 2016 | Dec. 31, 2015 |
Stockholders Equity [Line Items] | |||||
Number of shares issued | 2,500,000 | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Preferred stock par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized | 400,000,000 | 400,000,000 | |||
Consultant | |||||
Stockholders Equity [Line Items] | |||||
Number of shares issued | 750,000 | ||||
Value of shares issued | $ 75 | ||||
Share Exchange Agreement | LFC | |||||
Stockholders Equity [Line Items] | |||||
Number of shares issued | 11,500,000 | 750,000 | |||
Value of shares issued | $ 75 |
SUBSEQUENT EVENTS (Detail Textu
SUBSEQUENT EVENTS (Detail Textuals) | Apr. 04, 2016USD ($)Day$ / shares | Apr. 01, 2016USD ($)Day | Mar. 31, 2016$ / shares | Dec. 31, 2015$ / shares |
Subsequent Event [Line Items] | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Convertible promissory note issued to an unrelated party | $ 100,000 | $ 40,000 | ||
Accumulative amount per month | $ 100,000 | |||
Convertible promissory notes original issuer discount | $ 4,000 | |||
Convertible promissory note interest rate | 10.00% | 10.00% | ||
Convertible promissory notes, maturity period | Matures eight months | Matures twelve months from issue date | ||
Convertible promissory notes percentage of stock price trigger | 90.00% | 55.00% | ||
Convertible promissory notes, trading days | Day | 25 | 25 | ||
Investment by unrelated party | $ 5,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||
Convertible promissory note, conversion price description | 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. | |||
Subsequent Event | Convertible promissory note | ||||
Subsequent Event [Line Items] | ||||
Convertible promissory note issued to an unrelated party | $ 50,000 | |||
Convertible promissory notes original issuer discount | $ 7,500 | |||
Convertible promissory note interest rate | 10.00% | |||
Convertible promissory notes, maturity period | Matures six months from the issue date. | |||
Convertible promissory notes percentage of stock price trigger | 50.00% | |||
Convertible promissory notes, trading days | Day | 20 | |||
Convertible promissory note, prepaid description | The note may be 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 and twenty two to one hundred fifty one days, 125% of principal amount, and (f) one hundred and fifty one to one hundred and eighty days, 130% of principal amount. |