UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549
_______________
 
FORM 8-K
 
CURRENT REPORT
 Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):   March 31, 2015   
 
LINGERIE FIGHTING CHAMPIONSHIPS, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
333-148005
20-8009362
(State or Other Jurisdiction of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
 
6955 North Durango Drive,
Suite 1115-129,
Las Vegas, NV 89149
 
(Address of Principal Executive Offices)
 
Registrant's telephone number, including area code:
  702-527-2942
 
Copy to:
Mark Crone
CKR Law LLP
1330 Avenue of the Americas, Fl. 35
New York, New York 10019
Phone:
Fax:
E-mail: mcrone@ckrlaw.com
Cala Energy Corp.
777 South Post Oak Lane
One Riverway
Suite 1700, PMB #1554
 Houston, TX 77056
(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):


     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Table of Contents
 
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Item 8.01. Other  Events 42
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report (the "Report") contains forward-looking statements, including, without limitation, in the sections captioned " Description of Business ," " Risk Factors ," and " Management's Discussion and Analysis of Financial Condition and Plan of Operations ," and elsewhere.  Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements.  Terms such as "may," "might," "would," "should," "could," "project," "estimate," "pro-forma," "predict," "potential," "strategy," "anticipate," "attempt," "develop," "plan," "help," "believe," "continue," "intend," "expect," "future," and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements.  However, not all forward-looking statements may contain one or more of these identifying terms.  Forward-looking statements in this Report may include, without limitation, statements regarding (i) the plans and objectives of management for future operations, (ii) a projection of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure or other financial items, (iii) our future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"), (iv) our ability to remain current with our SEC reporting obligations and (iv) the assumptions underlying or relating to any statement described in points (i), (ii) or (iii) above.
The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over.  Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties.  Factors that may influence or contribute to the accuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, our ability to obtain adequate financing, cash flows and resulting liquidity, our ability to expand our business, government regulations, lack of diversification, increased competition, results of any arbitration and litigation, stock volatility and illiquidity, and our ability to implement our business plans or strategies.  A description of some of the risks and uncertainties that could cause our actual results to differ materially from those described by the forward-looking statements in this Report appears in the section captioned " Risk Factors " and elsewhere in this Report.
Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors.  We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information or future events or circumstances or otherwise.
Readers should read this Report in conjunction with the discussion under the caption " Risk Factors ," our financial statements and the related notes thereto in this Report, and other documents which we may file from time to time with the SEC.
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EXPLANATORY NOTE
The Current Report on Form 8-K (this "Report") is being filed by Lingerie Fighting Championships, Inc., f/k/a Cala Energy Corp. ("we", "us" or the "Company") to disclose, primarily, (i) our acquisition of a private operating company, the Lingerie Fighting Championships, Inc., ("LFC") a corporation organized under the laws of Nevada on July 21, 2014 (the "LFC Acquisition"), effective as of March 31, 2015 (ii) the simultaneous $200,000 private financing of the Company, (iii) the related name change of the Company from Cala Energy Corp., to Lingerie Fighting Championships, Inc., effective as of April 1, 2015 and (iv) other events. As a result of the LFC Acquisition we are no longer considered a "shell company", as described under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The LFC Acquisition has also resulted in a change of control of the Company and the appointment of new members to our board of directors, as described herein.
We were incorporated in Nevada on November 29, 2006 under the name Sparking Events, Inc., and on September 16, 2013 our corporate name was changed to Cala Energy Corp., (formally, Xodtec LED, Inc.) under which we were engaged in the business of offering services, such as enhanced oil recovery and material supplies, to gas and oil fields predominantly located in Southeast Asia. We were not successful in our efforts and discontinued this line of business.  Since that time, and prior to the Share Exchange (defined below) we have been a "shell company" (as such term is defined in Rule 12b-2 of the Exchange Act.
On March 31, 2015, we consummated a share exchange transaction, pursuant to the "Share Exchange Agreement" (the "Exchange Agreement"), with LFC, as a result of which all 11,500,000 shares of common stock, par value $0.0001 per share, of LFC ("LFC Common Stock"), along with the additional 5,250,000 shares issuable upon conversion of the LFC's 5% Convertible Notes, were exchanged and converted for 16,750,000 shares of our Common Stock.  As a result of the Exchange Agreement, LFC became our wholly owned subsidiary and the previous shareholders and 5% note holders of LFC (collectively, the "LFC Shareholders") currently own approximately 85.14% of the 19,674,697 shares of our Common Stock outstanding after the Exchange and private financing transaction.  See Item 2.01, " The LFC Acquisition ", below.
In accordance with "reverse acquisition" accounting treatment, our historical financial statements as of period ends, and for periods ended, prior to the LFC Acquisition will be replaced with the historical consolidated financial statements of LFC prior to the LFC Acquisition in all future filings with the SEC.
On March 31, 2015, simultaneously with the closing of the LFC Acquisition, we closed a private placement offering (the "PPO") of 2,500,000 shares of our Common Stock, at a purchase price of $0.08 per share or aggregate gross proceeding of $200,000 (the "PPO Shares"), representing 12.71% of our outstanding Common Stock. An aggregate of 19,674,697 shares of our Common Stock were outstanding immediately after the LFC Acquisition and PPO Shares referred to above.  Upon the closing of the PPO financing, $36,000 of the $200,000 gross proceeds raised pursuant to the sale of PPO Shares were used to repay and discharge our obligations under the Senior Notes.  See Item 8.01. Additional information concerning the PPO and PPO Shares is provided below in Item 2.01, " LFC Acquisition " and " Description of Securities ," and Item 3.02, " Unregistered Sales of Equity Securities ", below.
Effective as of April 1, 2015, we changed our name to "Lingerie Fighting Championships, Inc." a name which more accurately represents our new business. We effected the name change by virtue of a short form merger, pursuant to which LFC (our wholly owned subsidiary after the LFC Acquisition) has been merged with and into the Company, with the Company remaining as the surviving parent corporation. In connection with the name change, we submitted to FINRA a voluntary request for the change of our OTC trading symbol.  We will announce our new trading symbol once it is approved by FINRA.  Our Common Stock will temporarily remain listed for quotation under the current symbol "OILL" until the new symbol is assigned by FINRA.  See Item 5.03, " Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year " below.
 
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As used in this Report, unless otherwise stated or the context requires otherwise, the terms the "Company," the "Registrant," "we," "us," and "our" refer to the parent  company, after giving effect to the LFC Acquisition and the term "LFC" refers to Lingerie Fighting Championships, Inc. and its business prior to the LFC acquisition and the business of the Company thereafter.
This Report is being filed in connection with a series of transactions consummated by the Company and certain related events and actions taken by the Company.  This Report contains summaries of the material terms of various agreements and transactions entered into in connection with the LFC Acquisition, the PPO financing and name change, and related appointment of a new director and officer.  In addition, the Company is no longer a shell and provides this Report in satisfaction of its reporting requirements related thereto.  The summaries of these agreements are subject to, and are qualified in their entirety by, reference to these agreements, relating thereto, which are filed as exhibits hereto and incorporated herein by reference.
This Report responds to the following Items in Form 8-K:
Item 1.01.
Entry into a Material Definitive Agreement
Item 2.01.
Completion of Acquisition or Disposition of Assets
Item 3.02.
Unregistered Sales of Equity Securities
Item 5.01.
Changes in Control of Registrant
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.06.
Change in Shell Company Status
Item 8.01.
Other Events
Item 9.01.
Financial Statements and Exhibits
As a result of the LFC Acquisition, we have ceased to be a shell company.  The information contained in this Report, together with the information contained in our Annual Report on Form 10-K for the fiscal year ended February 28, 2014, and our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as filed with the SEC, constitute the current "Form 10 information" necessary to satisfy the conditions contained in Rule 144(i)(2) under the Securities Act of 1933, as amended (the "Securities Act").
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Item 1.01                            Entry into a Material Definitive Agreement
In connection with the LFC Acquisition, we entered into the Exchange Agreement with LFC and its shareholders as of March 31, 2015, appointed a new director and executive officer, and ceased to be a shell company as of such date.
In addition, as of March 31, 2015, we completed the PPO financing whereby we entered into a Securities Purchase Agreement and Escrow Agreement with certain investors whereby we issued 2,500,000 shares for $200,000 of consideration.
Finally, we entered into a Plan and Agreement of Merger on April 1, 2015 with our newly acquired LFC subsidiary, pursuant to which we merged LFC into ourselves with us as the surviving company and changed our name to that of LFC to reflect our new business.
This information, and any agreements relating to the foregoing actions, is set forth in Item 2.01, Item 3.01, Item 3.02, and Item 5.03 below which information and exhibits are incorporated herein by reference.
Item 2.01                            Completion of Acquisition or Disposition of Assets

THE SHARE EXCHANGE AND RELATED TRANSACTIONS
The LFC Acquisition
On March 31, 2015 (the "Closing Date"), the Company, LFC, and the shareholders and the holders of Convertible Notes of LFC (each, a "LFC Shareholder" and together the "LFC Shareholders") entered into a share exchange agreement (the "Exchange Agreement"). Pursuant to the terms of the Exchange Agreement, we exchanged 16,750,000 shares of our Common Stock for (i) 11,500,000 shares of LFC Common Stock, and (ii) the Convertible Notes of LFC which were automatically convertible upon a merger into 5,250,000 shares of LFC Common Stock, as a result of which LFC has become a wholly-owned subsidiary of the Company, and we became an operating Company.
LFC is a media company focused on the development, production, promotion and distribution of original entertainment which we plan to make commercially available predominantly through live entertainment events, as well as through digital home video, broadcast television networks, video-on-demand and digital media channels . As a result, we have ceased to be a shell company.  Effective as of April 1, 2015, we changed our name to "Lingerie Fighting Championships, Inc.," (by virtue of the short form merger with our new LFC subsidiary) to reflect our new business focus.
At the closing of the LFC Acquisition, pursuant to the Exchange Agreement:
· All shares of LFC Common Stock (including shares of LFC Common Stock issuable upon conversion of certain LFC Convertible Notes) issued and outstanding immediately prior to the closing of the LFC Acquisition were exchanged on a one-for-one basis into an aggregate of 16,750,000 shares of our Common Stock or approximately 85.14% of our outstanding Common Stock;
· The investors in our PPO financing upon the closing of the LFC Acquisition acquired an aggregate of 2,500,000 shares of our Common Stock or approximately 12.7% of our outstanding Common Stock for gross offering proceeds of $200,000;
· The 424,697 shares of our Common Stock issued and outstanding immediately prior to the LFC Acquisition and PPO financing, now only reflect approximately 2.16% of our outstanding Common Stock as a result of the said transactions;
As of the effective date of the LFC Acquisition, the LFC Shareholders (which, for the avoidance of doubt includes the holders of Convertible Notes) received 85.14% of the outstanding shares of our Common Stock, pursuant to which each such LFC Shareholder was entitled his or her pro-rata portion thereof.  The remaining 14.87% of such shares are held as follows; (i) the shareholders of the Company immediately prior to the closing of the LFC Acquisition retained approximately 2.16% of the outstanding shares of our Common Stock, pursuant to which each such Company shareholder was entitled to his or her pro-rata portion thereof and (ii) the five investors in the PPO financing received 12.71% of the outstanding shares of Common Stock.
The issuance of shares of our Common Stock to LFC Shareholders in connection with the LFC Acquisition has not been registered under the Securities Act, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, which exempts transactions by an issuer not involving any public offering.  These securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement, and are subject to further contractual restrictions on transfer as described below. See " Lock-up Agreements and Other Restrictions ", below.
The Exchange Agreement contains customary representations and warranties, pre- and post-closing covenants of each party and customary closing conditions.
The form of the Exchange Agreement, including all exhibits and annexes, is filed as an exhibit to this Report.   All descriptions of the Exchange Agreement herein are qualified in their entirety by reference to the text thereof filed as an exhibit hereto, which is incorporated herein by reference.
The Equity Financing
Concurrently with the closing of the LFC Acquisition , we consummated the closing of a private placement offering (the "PPO") for the sale of 2,500,000 shares of Common Stock, at an offering price of $0.08 per share, to certain accredited investors and non-U.S. Persons pursuant to the terms and conditions of a Securities Purchase Agreement and Escrow Agreement between us and the subscribers to the PPO.  The closing of the LFC Acquisition was a condition precedent to the closing of the PPO. The PPO offering was fully subscribed for by five investors with $36,000 of the proceeds allocated towards the repayment of our indebtedness.
The issuance of shares of our Common Stock in connection with the PPO was not registered under the Securities Act, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, which exempts transactions by an issuer not involving any public offering, and Regulation D promulgated by the SEC under that section.  These securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement, and are subject to further contractual restrictions on transfer as described below.
The forms of the Securities Purchase Agreement and Escrow Agreement are each filed as exhibits to this Report. All descriptions of the Securities Purchase Agreement herein are qualified in their entirety by reference to the text thereof filed as exhibits hereto, which are incorporated herein by reference.
Departure and Appointment of Directors and Officers
Our board of directors of the Company (the "Board") immediately prior to the LFC Acquisition consisted of (1) member, Terry Butler, who was also our chief executive officer, chief financial officer and a director of the Company since July 2012 ("Butler").
Upon closing of the LFC Acquisition, Butler remained as director and Chief Financial Officer and was appointed by the Board to serve as the Secretary and Treasuer of the Company, and Shaun Donnelly, the principal officer and founder of LFC, was elected by the Board to serve as a director, Chief Executive Officer and President of the Company.  See " Management – Directors and Executive Officers " below for information about our new directors and executive officers.
Lock-up Agreements and Other Restrictions
Certain LFC Shareholders, namely, Mohammed Ismail ("Ismail"), Stephen J. Ureczky ("Ureczky"), as well as Michelle C. Blanchard ("Blanchard" and, together with Ismail and Ureczky, the "Restricted Holders") were parties to certain lock-up agreements with LFC, pursuant to which  the Restricted Holders are prohibited (except in certain limited circumstances) from certain sales, short selling or dispositions of our Common Stock (the "Lock-Up Agreements") in accordance with the following (collectively, the "Lock-Up"):
(i) Blanchard and Ureczky, holding an aggregate of 750,000 shares of our Common Stock each,  are each restricted until the earlier to occur of: (i) July 29, 2017 or (ii) eighteen months from the date that Blanchard is no longer employed or acting as a consultant to the Company;
(ii) Ismail, holding an aggregate of 650,000 shares of our Common Stock, is restricted for eighteen months following the Closing Date of the LFC Acquisition; and
A portion of the shares issued to the Restricted Holders and subject to the Lock-Up are redeemable by the Company at $0.00010 per share in such event that the Restricted Holders are no longer employed by or acting as a consultant to the Company and, wishes to transfer shares of Common Stock prior to the date set forth in the Lock-Up Agreements.
 
The provisions of the Lock-Up Agreements are filed as an exhibit to this Report, as the above Restricted Holders have agreed to be bound thereby with respect to shares of Common Stock received by them in the LFC Acquisition.  All descriptions of the Lock-Up Agreements herein are qualified in their entirety by reference to the text thereof filed as an exhibit hereto and incorporated herein by reference herein.
Pro Forma Ownership
Immediately after giving effect to the closing of the LFC Acquisition and the PPO financing, there were 19,674,697 shares of Common Stock issued and outstanding, held as follows:
· the LFC Shareholders (inclusive of holders of 5% Convertible Notes) prior to the LFC Acquisition were issued 16,750,000 shares of our Common Stock or approximately 85.13% of our outstanding Common Stock;
· the subscribers to the PPO financing hold 2,500,000 shares of our Common Stock or approximately 12.7% of our outstanding Common Stock ; and for cash proceeds of $200,000.  Upon the closing of the PPO financing, $36,000 of the $200,000 gross proceeds raised pursuant to the sale of PPO Shares were used to repay and discharge our obligations under the Senior Notes (See Item 8.01),
· The Company's pre-existing shareholders, existing prior to the LFC Acquisition, continue to hold 424,697 shares of our Common Stock which now only constitutes approximately 2.16% of our outstanding Common Stock.
No other securities convertible into or exercisable or exchangeable for our Common Stock (including options or warrants) are outstanding.
Listing; Stock Symbol
Our Common Stock is quoted on the OTC Markets under the symbol "OILL" (OILL:OTCQB).  In connection with the short form merger changing of our name to "Lingerie Fighting Championships, Inc.", on April 1, 2015, we submitted to FINRA a voluntary request for the change of our OTC trading symbol.  We will announce our new trading symbol once it is approved by FINRA.  Our Common Stock will temporarily remain listed for quotation under the current symbol "OILL" until the new symbol is assigned by FINRA.

Accounting Treatment; Change of Control
The LFC Acquisition is being accounted for as a "reverse acquisition," and LFC is deemed to be the acquirer for accounting purposes.  Consequently, the assets and liabilities and the historical operations that will be reflected in the financial statements prior to the LFC Acquisition will be those of LFC and will be recorded at the historical cost basis of LFC, and the consolidated financial statements after completion of the LFC Acquisition will include the assets and liabilities of LFC, historical operations of LFC, and operations of LFC from the Closing Date of the LFC Acquisition.  As a result of the issuance of the shares of our Common Stock pursuant to the LFC Acquisition, a change in control of the Company occurred as of the date of consummation of the LFC Acquisition.  Except as described in this Current Report, no arrangements or understandings exist among present or former controlling stockholders with respect to the election of members of our Board and, to our knowledge, no other arrangements exist that might result in a change of control of the Company.
The parties have taken all actions necessary to ensure that the LFC Acquisition is treated as a tax-free exchange under Section 351 of the Internal Revenue Code of 1986, as amended.
We continue to be a "smaller reporting company," as defined under the Exchange Act, following the LFC Acquisition.  We believe that, as a result of the LFC Acquisition, we have ceased to be a "shell company" (as such term is defined in Rule 12b-2 under the Exchange Act).
DESCRIPTION OF BUSINESS
As a result of the LFC Acquisition, we are seeking to develop our business (through our wholly owned subsidiary) of organizing, promoting,  producing, commercializing and distributing original entertainment events and programming to be made commercially available through live events, broadcast television, video-on-demand and digital media .
History
As described above, we were incorporated in Nevada on November 29, 2006 under the name Sparking Events, Inc., and on September 16, 2013 our corporate name was changed to Cala Energy Corp., (formally, Xodtec LED, Inc.) under which we were engaged in the business of offering services, such as enhanced oil recovery and material supplies, to gas and oil fields predominantly located in Southeast Asia. We were not successful in our efforts and discontinued this line of business.  Since that time we have been a "shell company" (as such term is defined in Rule 12b-2 under the Exchange Act).  As a result of the LFC Acquisition, we acquired the business of LFC and have ceased to be a shell company.
LFC, our wholly owned subsidiary upon the closing of LFC Acquisition, was incorporated in the State of Nevada on July 21, 2014. Immediately after the LFC Acquisition, we elected to effectuate a short form merger between us and our newly acquired LFC subsidiary, which resulted in the merger of LFC into us with us as the remaining surviving company and the change of our name "Lingerie Fighting Championships, Inc.
On April 1, 2015, we merged with our new LFC subsidiary, resulting in the amendment of our Articles of Incorporation so as to change our name to "Lingerie Fighting Championships, Inc.," a name which reflects our new business operations. As a result of name change by virtue of a short form merger, LFC ceased to exist with the Company continuing as the surviving corporation.  In connection with the name change, we submitted to FINRA a voluntary request for the change of our OTC trading symbol.  We will announce our new trading symbol once it is approved by FINRA.  Our Common Stock will temporarily remain listed for quotation under the current symbol "OILL" until the new symbol is assigned by FINRA. See Item 5.03, " Amendments to Articles of Incorporation or Bylaws ", below.
 

Pre-merger, Calahas authorized 410,000,000 shares of capital stock, consisting of (i) 400,000,000 shares of Common Stock, and (ii) 10,000,000 shares designated as preferred stock containing such rights, privileges and designations as our Board of directors may, from time to time, determine. As of the date of this report on Form 8-K, an aggregate of 19,674,697 shares of our Common Stock and no shares of preferred stock are issued and outstanding.
 
After the LFC Acquisition, our mailing address is now located at 6955 North Durango Drive, Suite 1115-129, Las Vegas, NV 89149.
 
Our Business
 
Our LFC business and brand is focused on building and establishing a sports entertainment league that utilizes wrestling and mixed martial arts ("MMA") fighting techniques together with fictional character personas, parodies of public figures and professional sporting leagues and fictional storylines for purposes of providing entertainment. We seek to promote and market our brand, our programming, our events and our products.
Our mission is to establish the popularity of our LFC league and brand based on the future success of our athletes, fictional character personas and other entertainment value.  Our uniqueness is derived from our predominantly all female league structure, where a vast array of beautiful, attractive and unique women engage in a provocatively scripted version of wrestling and MMA fighting techniques against one another for purposes of delivering high quality entertainment to mature audiences. 
Our management believes that the LFC league and our unique approach in applying a predominantly all female league structure to wrestling and mixed martial arts gives us a substantial competitive advantage to build the popularity of the LFC league in general.
Parody, Satire and Drama
Our entertainment also involves the development of original fictional characters or settings that both directly and indirectly references other athletes, professional figures, sports entertainment leagues, athletic events and/or celebrity personas through parody and/or satire or drama with the intent to highlight and create irreverent, funny or dramatic characters and situations that mock, what we believe to be, an over-promoted pop phenomena prevalent in today's media and sports entertainment leagues.
Our Events
Our operations seek to be organized around the development, promotion and distribution of our live events and televised entertainment programming. We also seek to develop branding and merchandising avenues for revenues.
Live Events
We seek to produce and market our first live entertainment event in Las Vegas, NV, and intend expand our entertainment events into other cities and states. Our live events will capture scripted and choreographed live action fight sequences, as well as pre-fight and post-fight reports, to be recorded and edited by our in-house production team and serve as the live action fictional content for our video and television programming. It is intended that these live events will be promoted through a variety of media outlets, including television, radio, print, the Internet and local grass roots marketing efforts.
To date, we have conducted one live entertainment event and continue to promote the LFC brand through our various YouTube® channels, advertising videos and other related promotional materials.
We expect to launch our first full regular season of the LFC sporting events in May of 2015, which will most likely take place in Nevada, but no assurance can be made that the event will take place or that we will find financing or an appropriate venue.  We will continue to work on obtaining contracts with both our current and prospective entertainers.
Video Programming
We are an independent producer of video programming for digital home video and intend to develop such video programming for broadcast television, cable television, pay-per-view and video-on-demand markets. We produce scripted style fights featuring attractive and athletic females of the LFC league clothed in lingerie. Our featured episodes, called the Lingerie Fighting Championships, will include live action content stylized and modeled in the format of a reality television series.
Each episode will be 120 minutes in length and features variable lengths of choreographed fight sequences, fighter vignettes and behind the scenes footage, pre-fight and post-fight commentary, as well as entertaining fictional storylines that combine drama, parody and satire.
Television Programming; Pay-Per View Programming
We will produce and own our television programming and video library and believe that pay-per-view and video-on-demand television distribution presents opportunities to generate revenue for our business.  In an effort to build our LFC brand, we plan to distribute our live event programming through pay-per-view and video-on-demand television outlets in the future.
Home Video
We expect to pursue opportunities in the home video market by licensing, on a distribution fee and/or royalty basis our growing video library to third parties to develop, produce, manufacture, and sell DVDs for the home video market.  We hope to develop a video library with proprietary material from our live events, television broadcasts, special events and behind the scenes content of live events. To date, we have developed and produced an LFC DVD entitled "Lingerie Fighting Championships: Lace vs Leather" which is currently being sold on the LFC official website ( www.lingeriefc.com ) as well as Amazon.com.
It is intended that we will continue to produce develop our video programming to be sold in DVD volume installments in retail stores and on-line via such e-commerce platforms such as the LFC official site ( www.lingeriefc.com ) and other third party retailers including, but not limited to, Amazon® and iTunes®. We are currently in discussion with various other retailers specializing in home video distribution. All references herein to Amazon®, iTunes®, YouTube® or Facebook® are to websites operated by such entities and we do not have any rights, affiliation or license with them other than the presence of our media or products on such media platforms as set forth herein.
Online Programming
We utilize the Internet to communicate with our fans and market and distribute our various programming. Through our network of websites and social media, our fans and customers can obtain the latest news and information on the LFC, purchase our live event tickets, home video programming, and purchase our branded merchandise. Our main site is www.lingeriefc.com . We will promote www.lingeriefc.com at our live events and on our televised programming.
The Company utilizes a Facebook page that has accrued a modest fan base of followers ( https://www.facebook.com/lfcfighting ).  We also have two (2) YouTube® channels with a small, growing fan base. We will seek to hire administrative employees to administer and build our social media presence.
Branded Merchandise
Licensing and Direct Sales .
We believe that licensing of LFC names, logos and copyrighted works on a variety of retail products presents a further opportunity to generate revenues.  As our brand grows, we expect to pursue greater opportunities to expand our licensing efforts through a more comprehensive licensing program. 
Competition
Competition for Viewers .  The entertainment market in which we operate has a limited fan base and is highly competitive. We must compete for the time and attention of viewers with more established content programming and entertainment value. We compete on the basis of a number of factors, including quality of experience, relevance, accessibility, perceptions of ad load, brand awareness and reputation.
List of Competitors . Our events, we anticipate, caters to a niche audience. Our audience, we anticipate, will consist primarily of a mature audience with an appreciation of MMA and contact sports and professional wrestling. We compete with athletic events as well as mature audience entertainment. While we do pride our business model on having an athletic appeal, we do not deem ourselves as a conventional full contact sport, and our events are designed as scripted fictional entertainment. For additional details on risks related to competition for listeners, please refer to the section entitled "Risk Factors."
Our competitors include among others:
· Sports Entertainment Providers .  We compete on a national basis primarily with World Wrestling Entertainment, Inc., and its subsidiaries (collectively, the "WWE") and Zuffa, LLC, the American sports promotion company specializing in mixed martial arts and parent company of the Ultimate Fighting Championship league (collectively, the "UFC"). We will have to compete with WWE and the UFC in many aspects of our business, including viewership, application of mixed martial arts, access to arenas, the sale and licensing of branded merchandise and distribution channels for our televised programs. We also directly compete to find, hire and retain talented performers. WWE and UFC has substantially greater financial resources than we do, and already has an established fan base and following, and are affiliated with television cable networks on which WWE's and UFC's programs are aired. Other sources of competition in our sports entertainment market are regional promoters of wrestling events.
· Television Network Scheduling . Conventional sports channels may not accept us or may limit us to less popular time slots. Because we are not a conventional sports league, and due to the mature target audience for our events, mainstream sporting channels may not accept us or may limit our events to mid-day, late night or "half time" type channel slots, as opposed to prime-time televised scheduling.
· Other Forms of Media .  We compete for the time and attention of our listeners with providers of other forms of in-home and mobile entertainment. We rely on having a modest but growing YouTube® following. To the extent existing or potential viewers choose to watch cable television, stream video from on-demand services such as Netflix, Hulu, VEVO or YouTube or play interactive video games on their home-entertainment system, computer or mobile phone rather than view our LFC programming or attend our live events, these content services pose a competitive threat.
Government Regulation
Live Events . In various states in the United States and some foreign jurisdictions, athletic commissions and other applicable regulatory agencies require fighting leagues to obtain licenses for promoters, medical clearances and/or other permits or licenses for performers and/or permits for events in order for us to promote and conduct live events. Since we are scripted and not a full contact competitive sport, we are not subject to such regulation. If rules change or if our business structure changes or if we are perceived as being an athletic full contact sport, we could become subject to such regulation.  In the event that we fail to comply with the regulations of a particular jurisdiction, we may be prohibited from promoting and conducting our live events in that jurisdiction. The inability to present our live events over an extended period of time or in a number of jurisdictions could lead to a decline in the various revenue streams generated from our live events, which could adversely affect our operating results.
Television Programming . The production of television programming by independent producers is not directly regulated by the federal or state governments, but the marketplace for television programming in the United States and internationally is substantially affected by government regulations applicable to, as well as social and political influences on, television stations, television networks and cable and satellite television systems and channels. We voluntarily designate the suitability of each of our television shows using standard industry ratings. Changes in governmental policy and private-sector perceptions could further restrict our program content and adversely affect our levels of viewership and operating results.
Online Programming . The Company intends to conduct business on the internet and will be subject to a number of foreign and domestic laws and regulations relating to consumer protection, information security, data protection and privacy, among other things. Many of these laws and regulations are still evolving and could be interpreted in ways that could harm our business. In the area of information security and data protection, the laws in several states require companies to implement specific information security controls to protect certain types of information. Likewise, all but a few states have laws in place requiring companies to notify users if there is a security breach that compromises certain categories of their information. Any failure on our part to comply with these laws may subject us to significant liabilities.
Intellectual Property
Trademarks and Copyrights . We believe that intellectual property and merchandising will be material to our business and we will expend cost and effort in an attempt to develop and protect our intellectual property and to maintain compliance vis-à-vis other parties' intellectual property. A principal focus of our efforts is to protect the intellectual property relating to our originally created characters portrayed by our performers, which encompasses images, likenesses, names and other identifying indicia of these characters. We have registered the domain name www.lingeriefc.com as our website. We currently do not have any registered trademarks. We may, however, seek to register or assert common law rights with respect to the names, terms, slogans, titles and event names we have been using to date.
We anticipate some revenues from branding merchandise, apparel, and particularly lingerie and swimwear using both our and other licensed brands. To accomplish this, we will have to rely on a combination of intellectual property rights, including trade secrets, copyrights, trademarks, contractual restrictions, technological measures and other methods. Further, we seek to enforce our intellectual property rights by, among other things, searching the internet to ascertain unauthorized use of our intellectual property, seizing goods that feature unauthorized use of our intellectual property and seeking restraining orders and/or damages in court against individuals or entities infringing our intellectual property rights. Our failure to curtail piracy, infringement or other unauthorized use of our intellectual property rights effectively, or our infringement of others' intellectual property rights, could adversely affect our operating results. We may be the subject of trademark and copyright infringements suits from other companies that seek to protect their names or marks on the basis of similarity or dilution, and no assurance can be made that we will be able to defend such actions.
Employees
Management .
Mr. Shaun Donnelly, a veteran television and film producer, is the original creator of the LFC event and created, promoted and operated the first LFC event prior to founding LFC. Mr. Donnelly has created television shows for such networks as Starz, AMI, PlayboyTV, UKTV and YouToo. Mr. Donnelly writes, produces and edits each episode of LFC and directs the fight performances and character post- fight and pre-fight interviews.
LFC Cast .
Karmen Moon. Ms. Moon is a resident of Boston Massachusetts and current Playboy model and host to several TV shows. She has also generated a substantial on-line following.
Serina "Honey Punch" Kyle : Ms. Kyle is one of the most popular LFC fighters. Her LFC fictional character personifies a sweet and angelic personality with a tough fighting presence.
Michelle "the Scrapper" Blanchard . Ms. Michelle Blanchard is a member of the Lingerie Football League's Los Angeles Outlaws franchise and is the world's first two-sport lingerie athlete. She co-hosts several cable MMA shows. Ms. Michelle Blanchard is one of the LFC founders.
Chloe Cameron : Ms. Cameron is a bikini model who personifies an all-American blonde beauty.
Joel Kane . Mr. Kane personifies and embodies a character that teaches, instructs and coaches the other LFC members.
Tara "the Guillotine" Gaddy . Ms. Tara Gabby is the smallest member of the LFC, occupying a size of 5'1 feet tall. Her LFC fictional character personifies a sassy and tough personality.
Suzanne "Hawaiian Punch" Nakata . Ms. Suzanne Nakata   is an accomplished fighter with real Muay-thai and Jujitsu training. She works as a model at the WET Ultra Pool in Las Vegas.
Jenevieve "the Sorceress" Serpentine .  Ms. Jenevieve Serpentine is a woman of many talents. She is a snake charmer, a psychic and a belly dancer. In the LFC she is a villain and is billed as a practitioner of the dark MMA arts.
Samiha "the Goddess" Glam .  Ms. Samiha Glam is one of the most inspirational members of the LFC. Her weight transformation has been worked into the LFC storyline and has already garnered media attention.
MaiNe "Main Event" Morgan .  Ms. MaiNe Morgan is a former go-go dancer who Ms. Roni Taylor recruited when she saw her dancing in a casino. As a rising star in the LFC, Ms. MaiNe Morgan has proved to be athletic but injury prone.
Feather "the Hammer" Hadden . Ms. Feather Hammer is the undefeated champion of the LFC and a competitive bodybuilder.
Convertible Promissory Notes.
On February 2, 2015, LFC consummated the closing of a private placement offering for the sale of four separate 5% convertible promissory notes, totaling gross proceeds in the amount of $5,250.00 (collectively, the "Convertible Notes" and individually, a "Convertible Note") to certain accredited investors and non-U.S. Persons pursuant to the terms and conditions of the Convertible Notes as between the Company and the purchasers of the Notes. The Convertible Notes were subject to an automatic conversion event, pursuant to which upon the event of a merger, acquisition, share exchange or similar combination as between the Company and a publicly reporting and trading corporation 100% of the principal indebtedness of the Convertible Notes would be converted into 5,250,00 shares of LFC Common Stock.
Pursuant to the terms of the LFC Acquisition, the LFC Convertible Notes were assumed and simultaneously exchanged for an aggregate of 5,250,000 shares of our Common Stock upon the Closing Date and the said LFC Convertible Notes were cancelled.
Upon the date of the LFC Acquisition (constituting a share exchange) and as a result of the terms of the Automatic Note Conversion under the Convertible Notes, the effect of the LFC Acquisition triggered an Automatic Note Conversion of 100% of the principal indebtedness held by each holder of the Convertible Notes and subsequently converted the Convertible Notes into an aggregate of 5,250,000 shares of LFC Common Stock to be distributed pro-rata among the holders of the Convertible Notes prior to the Automatic Note Conversion.
Senior Notes.
On December 24, 2014, we issued three separate and identical 10% senior promissory notes, each issued for the principal amount of $12,000, totaling gross proceeds of $36,000.00 (each, a "Senior Note") to certain accredited investors and non-U.S. Persons pursuant to a private placement offering.
The Senior Notes provided that the maturity date was to occur on the earlier of (i) twelve (12) months from the date of issuance or (ii) upon any debt, equity or derivative financing with gross proceeds to the Company of $200,000 or greater (the "Maturity Date").
Upon the closing of the PPO, we sold 2,500,000 PPO Shares at an offering price of $0.08 per share, resulting in gross proceeds to the Company of $200,000 and repaid and discharged our obligations under the Senior Notes.
DESCRIPTION OF PROPERTIES
The Company does not have a principal offices, but maintains a mailing address at 6955 North Durango, Suite 1115-129, Las Vegas, NV 89149.
 
RISK FACTORS
AN INVESTMENT IN OUR SECURITIES IS HIGHLY SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK.  WE FACE A VARIETY OF RISKS THAT MAY AFFECT OUR OPERATIONS OR FINANCIAL RESULTS AND MANY OF THOSE RISKS ARE DRIVEN BY FACTORS THAT WE CANNOT CONTROL OR PREDICT.  BEFORE INVESTING IN THE SECURITIES YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISKS, TOGETHER WITH THE FINANCIAL AND OTHER INFORMATION CONTAINED IN THIS REPORT.  IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCURS, OUR BUSINESS, PROSPECTS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS COULD BE MATERIALLY ADVERSELY AFFECTED.  IN THAT CASE, THE TRADING PRICE OF OUR COMMON STOCK WOULD LIKELY DECLINE AND YOU MAY LOSE ALL OR A PART OF YOUR INVESTMENT.  ONLY THOSE INVESTORS WHO CAN BEAR THE RISK OF LOSS OF THEIR ENTIRE INVESTMENT SHOULD CONSIDER AN INVESTMENT IN OUR SECURITIES.
THIS REPORT CONTAINS CERTAIN STATEMENTS RELATING TO FUTURE EVENTS OR THE FUTURE FINANCIAL PERFORMANCE OF OUR COMPANY. PROSPECTIVE INVESTORS ARE CAUTIONED THAT SUCH STATEMENTS ARE ONLY PREDICTIONS AND INVOLVE RISKS AND UNCERTAINTIES, AND THAT ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY. IN EVALUATING SUCH STATEMENTS, PROSPECTIVE INVESTORS SHOULD SPECIFICALLY CONSIDER THE VARIOUS FACTORS IDENTIFIED IN THIS REPORT, INCLUDING THE MATTERS SET FORTH BELOW, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING STATEMENTS.
If any of the following or other risks materialize, the Company's business, financial condition, and results of operations could be materially adversely affected which, in turn, could adversely impact the value of our Common Stock. In such a case, investors in our Common Stock could lose all or part of their investment.
Prospective investors should consider carefully whether an investment in the Company is suitable for them in light of the information contained in this Report and the financial resources available to them. The risks described below do not purport to be all the risks to which the Company or the Company could be exposed. This section is a summary of certain risks and is not set out in any particular order of priority. They are the risks that we presently believe are material to the operations of the Company. Additional risks of which we are not presently aware or which we presently deem immaterial may also impair the Company's business, financial condition or results of operations.
Risks Related to Our Business
Since our auditor has issued a going concern opinion regarding our company, there is an increased risk associated with an investment in our company.
We have earned limited revenue since our inception, which makes it difficult to evaluate whether we will operate profitably. Operating expenses for the period from July 21, 2014 to December 31, 2014 was $264. As at February 28, 2015 we had cash in the amount of $4,638. Our future is dependent upon our ability to obtain financing or upon future profitable operations. We reserve the right to seek additional funds through private placements of our common stock and/or through debt financing. Our ability to raise additional financing is unknown. We do not have any formal commitments or arrangements for the advancement or loan of funds. For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern. As a result, there is an increased risk that you could lose the entire amount of your investment in our company.
We have a limited operating history upon which investors can evaluate our future prospects. We may never attain profitability.
Historically, we have been a shell company with no operating history and no assets other than cash.  Upon consummation of the LFC Acquisition, we redirected our business focus towards the development and commercialization of building an integrated media and entertainment company, to be engaged in the development, production and promotion of television programming, pay-per-view programming and live events.  LFC was incorporated in 2014 and both the Company and LFC have limited operating histories upon which an evaluation of our business plan or performance and prospects can be made.
 
To date there has only been one LFC event prior to the founding of LFC, along with various YouTube® promotional videos. Our events are directly targeted to mature audiences with an interest in sophisticated contact sports such as MMA, Muay Thai and boxing, but that are also looking for entertainment, athleticism, comedy, parody, drama and satire. Our proposed operations are therefore subject to all of the risks inherent in light of the expenses, difficulties, complications and delays frequently encountered in connection with the formation of any new business, the development of live events, as well as those risks that are specific to our proposed business in particular.  The risks include, but are not limited to, the possibility that we will not be able to develop or properly promote our live events.   To successfully introduce and market our live events at a profit, we must establish brand name recognition and competition for fun and excitement for our live events.  There are no assurances that the Company can successfully address these challenges. We are also dependent on raising substantial additional capital to attain these goals. If it is unsuccessful, the Company and its business, financial condition and operating results will be materially and adversely affected.
Given the limited operating history, management has little basis on which to forecast future market acceptance of our LFC live events. It is difficult to accurately forecast future revenues because the business of the Company is new and its market has not been fully identified or developed.  If our events do not gain in popularity, the business, operating results and financial condition of the Company will be materially and adversely affected.  Moreover, the Company may be unable to adjust its spending in a timely manner to compensate for any unanticipated reduction in revenue.  As a result, any significant reduction in revenues would immediately and adversely affect the business, financial condition and operating results of the Company.
Our failure to manage growth, diversification and changes to our business could harm our business.
Our company currently has no revenue or material market following. The failure to successfully manage and monetize any growth, and to successfully diversify our business in the future could harm the success and longevity of our company.
We may not achieve or sustain profitability in the future.
We have not generated significant revenue since inception. We anticipate that our operating expenses will increase as we continue to invest to grow our business, pay athletes, broker live events,  acquire customers and develop our business platform and televised and home video programming.  These efforts may prove more expensive than we currently anticipate, and we may not succeed in generating sufficient revenues to offset these higher expenses.  If we are unable to do so, the Company and its business, financial condition and operating results could be materially and adversely affected.
We cannot predict our future capital needs and we may not be able to secure additional financing.
At the effective time of the LFC Acquisition, we consummated a closing of the PPO, raising gross proceeds of approximately $200,000 from five accredited investors.  We believe that we will have sufficient funds to meet our presently anticipated working capital requirements.  This belief is based on our operating plan, which in turn is based on assumptions, which may prove to be incorrect.  In addition, we will likely need to raise significant additional funds in order to implement our business plan, market and promote our events, retain talent, support our growth, develop new products and events, respond to competitive pressures, acquire or invest in complementary or competitive businesses or technologies, or take advantage of unanticipated opportunities. We will require financing in addition to the PPO in order to meet our plans for expansion.  We cannot be sure that this additional financing, if needed, will be available on acceptable terms or at all.  Furthermore, any debt financing, if available may involve restrictive covenants, which may limit our operating flexibility with respect to business matters.  If additional funds are raised through the issuance of equity securities, the percentage ownership of our existing shareholders will be reduced, our shareholders may experience additional dilution in net book value, and such equity securities may have rights, preferences, or privileges senior to those of our existing shareholders.  If adequate funds are not available on acceptable terms, or at all, we may be unable to develop or enhance our products and services, take advantage of future opportunities, repay debt obligations as they become due, or respond to competitive pressures, any of which would have a material adverse effect on our business, prospects, financial condition, and results of operations.
The failure to create popular live events and televised programming from time to time could adversely impact our business.

The creation, marketing and distribution of our live and televised entertainment, including our anticipated pay-per-view events, is the core of our business and is critical to our ability to developing a fan base and generate revenues. A failure to identify, acquire and maintain a target audience and following would materially adversely affect us. A failure to develop creative and entertaining video programming and live events would likely lead to a decline in the popularity of our brand of entertainment and would adversely affect our ability to generate revenues and could have a material adverse effect on our business, operating results and financial condition and the price of our Common Stock.
 
The loss of the creative services of Shaun Donnelly could adversely impact our business.

For the foreseeable future, we will heavily depend on the vision and services of Shaun Donnelly, who was LFC's primary founder and developer. In addition to serving as a key member of our management and production team, Shaun Donnelly leads our creative team that develops the story lines and the characters for our televised programming and our live events. The loss of Shaun Donnelly due to retirement, disability or death will have a material adverse effect on our business, operating results and financial condition and the price of our Common Stock. We do not carry key man life insurance on Shaun Donnelly.

The failure to develop television, digital home video and video-on-demand programming could adversely impact our business.

If and as our revenues are to be generated, directly and indirectly, from the distribution of televised programming, digital home video programming or video-on-demand programming of which any failure to develop any of these arrangements with the distributors for our programs could have a material adverse effect on our business, operating results and financial condition and the price of our Common Stock. To date we have created and designed only one DVD featuring LFC's original mature audience content, and have posted various YouTube® videos on our YouTube® channels.
 
Our insurance may not be adequate.

Our live event schedule will expose our performers and our employees who are involved in the production of those events to the risk of travel and performance-related accidents, the consequences of which may not be fully covered by insurance. Although we have general liability insurance and umbrella insurance policies, and although our performers are responsible for obtaining their own health, disability and life insurance, we cannot assure you that the consequences of any accident or injury will be fully covered by insurance. Our liability resulting from any accident or injury not covered by our insurance could have a material adverse effect on our business, operating results and financial condition and the price of our Common Stock.

We will face a variety of risks if we expand into new or complementary businesses in the future.
 
Our core operations have consisted of the initial development, promotion and distribution of our live and televised entertainment and our branded merchandise. Currently, there has only been one LFC live event. Our current strategic objectives include not only further developing and enhancing our existing business but also entering into new or complementary businesses, such as merchandising, the creation of new forms of entertainment and brands, the development of new television programming and the development of branded location-based entertainment businesses. The following risks associated with expanding into new or complementary businesses by acquisition, strategic alliance, investment, licensing or other arrangements could have a material adverse effect on our business, operating results and financial condition and the price of our Common Stock:
 
    .  potential diversion of management's attention and resources from our existing business and an inability to recruit or develop the necessary management resources to manage new businesses;

    .  unanticipated liabilities or contingencies from new or complementary businesses or ventures;

    .  reduced earnings due to increased goodwill amortization, increased interest costs and additional costs related to the integration of acquisitions;

    .  potential reallocations of resources due to the growing complexity of our business and strategy;

    .  competition from companies then engaged in the new or complementary businesses that we are entering;

    .  possible additional regulatory requirements and compliance costs;

    .  dilution of our stockholders' percentage ownership and/or an increase of our leverage when issuing equity or convertible debt securities or incurring debt; and

    .  potential unavailability on acceptable terms, or at all, of additional financing necessary for expansion.

If we fail to maintain effective internal controls over financial reporting, we may be subject to litigation and/or costly remediation and the price of our common stock may be adversely affected.
Failure to establish the required internal controls or procedures over financial reporting, or any failure of those controls or procedures once established, could adversely impact our public disclosures regarding our business, financial condition or results of operations.  Upon review of the required internal control over financial reporting and disclosure controls and procedures, our management and/or our auditors may identify material weaknesses and/or significant deficiencies that need to be addressed.  Any actual or perceived weaknesses or conditions that need to be addressed in our internal control over financial reporting, disclosure of management's assessment of its internal control over financial reporting or disclosure of our public accounting firm's attestation to or report on management's assessment of our internal control over financial reporting could adversely impact the price of our common stock and may lead to claims against us.
If we cannot maintain our corporate culture as we grow, we could lose the innovation, teamwork and focus that contribute crucially to our business.
We believe that a critical component of our success will be dependent on a corporate culture that fosters innovation, encourages teamwork, cultivates creativity and promotes focus on execution. We have invested substantial time, energy and resources in building a highly collaborative team that works together effectively in a non-hierarchical environment designed to promote openness, honesty, mutual respect and pursuit of common goals. As we grow, we may find it difficult to maintain these valuable aspects of our corporate culture. Any failure to preserve our culture could negatively impact our future success, including our ability to attract and retain employees, encourage innovation and teamwork and effectively focus on and pursue our corporate objectives.
Degradation in our stature and reputation in the market could harm our business.
Our LFC brand names are very important to us, and any degradation in our stature and reputation in the market may adversely affect our business.
Risks Related to Our Industry
The failure to retain or continue to recruit key performers could harm our business.

Our success depends, in large part, upon our ability to recruit, train and retain attractive athletic and entertaining performers who have the physical presence, acting ability and charisma to portray characters in our live events, televised programming and home video programming. Because our LFC events are based on MMA "cage" fighting matches, our LFC members and fighting participants must have some degree of professional MMA and Brazilian Jiu Jitsu training. We cannot assure you that we will be able to continue to identify, train, and retain such performers in the future. Additionally, we cannot assure you that we will be able to retain our current performers. Our financial results depend, in part, on the popularity of our key performers. Our failure to attract and retain performers, or a serious or untimely injury to, or the death of, any of our key performers, could have a material adverse effect on our business, operating results and financial condition and the price of our Common Stock.

We may be prohibited from promoting and conducting our live events if we do not comply with applicable regulations.

In various states in the United States and certain Canadian provinces, athletic commissions and other applicable regulatory agencies may require us to comply with their regulations in order for us to promote and conduct our live events. In the event we are required to comply with such regulation and subsequently fail to comply with such regulations of a particular jurisdiction, we may be prohibited from promoting and conducting our live events in that jurisdiction. The inability to present our live events over an extended period of time or in a number of jurisdictions could have a material adverse effect on our business, operating results and financial condition and the price of our Common Stock. We are not currently regulated by such regulatory agencies but easily could be if rules change or if the LFC business is perceived to be a combat sport.
 
A decline in general economic conditions or in the popularity of our brand of mature entertainment could adversely impact our business.

Because our operations are affected by general economic conditions and consumer tastes, our future success is unpredictable. The demand for entertainment and leisure activities tends to be highly sensitive to consumers' disposable incomes, and thus a decline in general economic conditions could, in turn, have a material adverse effect on our business, operating results and financial condition and the price of our Common Stock.

Public tastes are unpredictable and subject to change and may be affected by changes in the country's political and social climate. A change in public tastes could have a material adverse effect on our business, operating results and financial condition and the price of our Common Stock.
 
The entertainment market in which we operate is highly competitive, and we may not be able to compete effectively, especially against competitors with greater financial resources or marketplace presence.

In our entertainment market, we compete on a national basis primarily with the WWE, UFC and the Lingerie Football League, LLC ("LFL"). We compete with WWE, UFC and LFL in particular aspects of our business, including viewership, access to arenas, the sale and licensing of branded merchandise and distribution channels for our televised programs. We also directly compete to find, hire and retain talented performers. WWE, UFC and LFL have substantially greater financial resources than we do and are affiliated with television cable networks on which WWE's and UFC's programs are aired. Other sources of competition in our sports entertainment market are regional promoters of wrestling MMA events. Any significant loss of viewers, venues, distribution channels or performers could have a material adverse effect on our business, operating results and financial condition and the price of our Common Stock.

We compete with premium cable and satellite television networks and channels such as Starz, AMI, PlayboyTV, UKTV and YouToo for audience viewership. We also compete for entertainment and advertising dollars with other entertainment and leisure activities. We face competition from professional sporting events in most cities in which we intend to hold live events and distribute televised programming. We also compete for attendance, broadcast audiences and advertising revenue with a wide range of alternative entertainment and leisure activities. This competition could result in fewer entertainment and advertising dollars spent on our form of entertainment, which could have a material adverse effect on our business, operating results and financial condition and the price of our Common Stock.
Our business could be adversely impacted if we are unable to protect our intellectual property rights.

Our competitive advantage depends in substantial part on our ability to protect any trademarks, service marks, copyrighted material and characters, trade names and other intellectual property rights that we acquire in the course of our business.

Other parties may infringe on our intellectual property rights and may thereby dilute our brand in the marketplace. Any such infringement of our intellectual property rights would also likely result in our commitment of time and resources to protect these rights. Similarly, we may infringe on others' intellectual property rights. One or more adverse judgments with respect to these intellectual property rights could have a material adverse effect on our business, operating results and financial condition and the price of our Common Stock.

Conversely, competitors may also attempt to contest or challenge our ability to utilize one or more marks or slogans. We will be required to expend sum of our capital defending our rights and, may not be successful.

A decline in general economic conditions could adversely affect our business.
Our operations are affected by general economic conditions, which generally may affect consumers' disposable income.  The demand for entertainment and leisure activities tends to be highly sensitive to the level of consumers' disposable income.  A decline in general economic conditions could reduce the level of discretionary income that our fans and potential fans have to spend on our live and televised entertainment and consumer products, which could adversely affect our revenues.
 
Risks Related to Our Common Stock
We are a penny stock and former shell company. Investing in our securities is considered a high risk and illiquid investment.
An investment in an early stage company such as ours involves a degree of risk, including the possibility that your entire investment may be lost. There can be no assurance that our LFC business will be successful or profitable.
Because we are a penny stock company and former shell company, even if we do fulfill our business goals, our stock may remain illiquid and a trading market may never develop.
Investors will have little control over operations
Management has complete authority to make decisions regarding day-to-day operations, and may take actions with which investors disagree.  Except for limited voting rights, investors will have no control over management and must rely exclusively upon their decisions.
Insiders have substantial control over us, and they could delay or prevent a change in our corporate control even if our other stockholders wanted it to occur.
As of the filing of this Form 8-K our executives, Shaun Donnelly and Terry Butler, own 47.62% and 9.78%, respectively, of our issued and outstanding Common Stock.  These stockholders are able to exercise significant control over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions.  This could delay or prevent an outside party from acquiring or merging with us even if our other stockholders wanted it to occur.
We cannot assure you that a market will develop for our common stock or what the market price of our common stock will be.
Prior to the LFC Acquisition, there was a limited trading market for our Common Stock.  There is no assurance that a more active market for our Common Stock will develop as a result of our operation of the LFC business even if we are successful.  If a market does not develop or is not sustained, it may be difficult for you to sell your shares of Common Stock at an attractive price or at all.  We cannot predict the prices at which our Common Stock will trade.  It is possible that, in future quarters, our operating results may be below the expectations of securities analysts or investors.  As a result of these and other factors, the price of our Common Stock may decline or may never become liquid.
In the event that we raise additional capital through the issuance of equity securities, or securities exercisable for or convertible into our equity securities, our stockholders could experience substantial dilution.
If we raise additional capital by issuing equity securities or convertible debt securities, our existing stockholders will likely incur immediate and substantial dilution.  Further, any shares so issued may have rights, preferences and privileges superior to the rights, preferences and privileges of our outstanding common stock.
Market Conditions may adversely affect our Common Stock.
Some of the factors that may materially affect the market price of our common stock are beyond our control, such as changes in financial estimates by industry and securities analysts, conditions or trends in the MMA and entertainment industries, announcements made by our competitors or sales of our Common Stock.  These factors may materially adversely affect the market price of our common stock, regardless of our performance.
We will also be effected by market regulation and trends which may make trading in securities such as our, difficult or undesirable. In addition, the public stock markets have experienced extreme price and trading volume volatility.  This volatility has significantly affected the market prices of securities of many companies for reasons frequently unrelated to the operating performance of the specific companies. These broad market fluctuations may adversely affect the market price of our common stock.
Our common stock is considered a "penny stock" and may be difficult to sell.
The SEC has adopted regulations which generally define a "penny stock" to be an equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to specific exemptions.  The market price of our common stock is less than $5.00 per share and, therefore, is a "penny stock" according to SEC rules.  This designation requires any broker or dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities.  These rules may restrict the ability of brokers or dealers to sell our common stock and may affect the ability of investors to sell their shares.
Future sales of our common stock may depress our stock price.
Sales of a substantial number of shares of our Common Stock in the public market could cause a decrease in the market price of our Common Stock.  Immediately following the LFC Acquisition and PPO financing, we had 19,674,697 shares of Common Stock outstanding. Subject to the Restricted Holders under the Lock-Up Agreement, all outstanding shares of Common Stock are freely trading shares.  A substantial portion of our outstanding shares either are or will soon be eligible for resale to the public. We may also issue additional shares of stock and securities convertible into or exercisable for stock in connection with our business.  If a significant portion of these shares were sold in the public market, the market value of our common stock could be adversely affected.
Restrictions on the use of Rule 144 by Shell Companies or Former Shell Companies could affect your ability to resale our shares.
Historically, the SEC has taken the position that Rule 144 under the Securities Act, as amended, is not available for the resale of securities initially issued by companies that are, or previously were, blank check companies like us, to their promoters or affiliates despite technical compliance with the requirements of Rule 144.  The SEC has codified and expanded this position in its amendments and releases which prohibit the use of Rule 144 for resale of securities issued by shell companies (other than business transaction related shell companies) or issuers that have been at any time previously a shell company.  The SEC has provided an important exception to this prohibition, however, if the following conditions are met:
· the issuer of the securities that was formerly a shell company has ceased to be a shell company;
· the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
· the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and
· at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
As such, due to the fact that we were a shell company until the effective time of the LFC Acquisition, holders of "restricted securities" within the meaning of Rule 144 (e.g. the former LFC Shareholders and holders of Convertible Notes, and our recent PPO investors) will be subject to the conditions set forth herein. Therefore, sales under Rule 144 are prohibited for at least one year from the date this report is filed.
There is currently no public market for our Common Stock. Failure to develop or maintain a trading market could negatively affect the value of our Common Stock and make it difficult or impossible for you to sell your shares.
There is currently no public market for shares of our Common Stock and one may never develop.  We plan for our Common Stock to be quoted on the OTC Markets.  The OTC Markets is a thinly traded market and lacks the liquidity of certain other public markets with which some investors may have more experience.  We may not ever be able to satisfy the listing requirements for our Common Stock to be listed on a national securities exchange, which are often a more widely-traded and liquid market.  Some, but not all, of the factors which may delay or prevent the listing of our Common Stock on a more widely-traded and liquid market include the following:
· our stockholders' equity may be insufficient;
· the market value of our outstanding securities may be too low;
· our net income from operations may be too low;
· our Common Stock may not be sufficiently widely held;
· we may not be able to secure market makers for our Common Stock; and
· we may fail to meet the rules and requirements mandated by the several exchanges and markets to have our Common Stock listed.
Should we fail to satisfy the initial listing standards of the national exchanges, or our Common Stock is otherwise rejected for listing and remains listed on the OTC Markets or suspended from the OTC Markets, the trading price of our Common Stock could suffer and the trading market for our Common Stock may be less liquid and our Common Stock price may be subject to increased volatility.
Our stock may be traded infrequently and in low volumes, so you may be unable to sell your shares at or near the quoted bid prices if you need to sell your shares.
Until our Common Stock is listed on a national securities exchange such as the New York Stock Exchange or the Nasdaq Stock Market, we expect our Common Stock to remain eligible for quotation on the OTC Markets, or on another over-the-counter quotation system, or in the "pink sheets." In those venues, however, the shares of our Common Stock may trade infrequently and in low volumes, meaning that the number of persons interested in purchasing our common shares at or near bid prices at any given time may be relatively small or non-existent. An investor may find it difficult to obtain accurate quotations as to the market value of our Common Stock or to sell his or her shares at or near bid prices or at all. In addition, if we fail to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling our Common Stock, which may further affect the liquidity of our Common Stock. This would also make it more difficult for us to raise capital.
Because the Company conducted the LFC Acquisition by means of a reverse merger, it may not be able to attract the attention of major brokerage firms.
There may be risks associated with LFC becoming public through a "reverse merger" with us. Securities analysts of major brokerage firms may not provide coverage of the Company since there is no incentive to brokerage firms to recommend the purchase of its Common Stock. No assurance can be given that brokerage firms will, in the future, want to conduct any secondary offerings on the Company's behalf.
If securities analysts do not initiate coverage or continue to cover our Common Stock or publish unfavorable research or reports about our business, this may have a negative impact on the market price of our Common Stock.
The trading market for our Common Stock will depend on the research and reports that securities analysts publish about our business and the Company.  It is often more difficult to obtain analyst coverage for companies whose securities are traded on the OTC Markets.  We do not have any control over securities analysts.  There is no guarantee that securities analysts will cover our Common Stock.  If securities analysts do not cover our Common Stock, the lack of research coverage may adversely affect its market price.  If we are covered by securities analysts, and our stock is the subject of an unfavorable report, our stock price and trading volume would likely decline.  If one or more of these analysts ceases to cover the Company or fails to publish regular reports on the Company, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.
We are dependent on the members of the LFC Cast and development and operations personnel, and the loss of one or more of these employees or consultants could harm our business and prevent us from implementing our business plan in a timely manner.
Our success depends substantially upon the continued services of our at-will independent consultants, constituting members of the LFC Cast and development and operations personnel in charge of assisting in the development of our video and live event productions. From time to time, there may be changes in our LFC Cast and development and operational personnel. Such changes to our staffing of the LFC Cast and or development and operational personnel may be disruptive to our business. We are also substantially dependent on finding and maintaining development, promotional and operations personnel because of the complexity of our video and event productions. We do not have employment agreements with any of our LFC Cast and/or development or operations personnel and, therefore, they could terminate their relationship with us at any time.
We do not anticipate paying dividends on our Common Stock, and investors may lose the entire amount of their investment.
To date, cash dividends have not been declared or paid on our Common Stock, and we do not anticipate such a declaration or payment for the foreseeable future. We expect to use future earnings, if any, to fund business growth. Therefore, stockholders will not receive any funds absent a sale of their shares of Common Stock, subject to the limitation outlined herein. If we do not pay dividends, our Common Stock may be less valuable because a return on your investment will only occur if our stock price appreciates. We cannot assure stockholders of a positive return on their investment when they sell their shares, nor can we assure that stockholders will not lose the entire amount of their investment.
***
The risks above do not necessarily comprise all of those associated with an investment in the Company.
This Report contains forward looking statements that involve unknown risks, uncertainties and other factors that may cause the actual results, financial condition, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Factors that might cause such a difference include, but are not limited to, those set out above in the Risk Factors commencing on page 17 above, as well as elsewhere in this Report.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following management's discussion and analysis should be read in conjunction with the historical financial statements and the related notes thereto contained in the exhibits to this Report. The management's discussion and analysis contains forward-looking statements, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words "believe," "plan," "intend," "anticipate," "target," "estimate," "expect" and the like, and/or future tense or conditional constructions ("will," "may," "could," "should," etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including those under "Risk Factors" commencing on page 17 above, that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. The Company's actual results and plans could differ materially from those anticipated in these forward-looking statements as a result of several factors, some of which cannot be anticipated or predicted. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Report.
As a result of the LFC Acquisition and the change in business and operations of the Company, a discussion of the past financial results of the Company is not pertinent, and under applicable accounting principles the historical financial results of LFC, the accounting acquirer, prior to the LFC Acquisition are considered the historical financial results of the Company.
Upon the LFC Acquisition, LFC was merged with and into the Company, pursuant to which all references to "LFC" shall mean and refer to LFC prior to the merger and to the Company as well as to the business of LFC (constituting our only business) after the merger as required by the context.
The following discussion highlights LFC's results of operations and the principal factors that have affected our financial condition as well as our liquidity and capital resources for the periods described, and provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on LFC's audited and unaudited financial statements supplied as exhibits to this Report, which we have prepared in accordance with United States generally accepted accounting principles. You should read the discussion and analysis together with such financial statements and the related notes thereto.
Basis of Presentation
The audited financial statements of LFC from the date of its inception to December 31, 2014, including a summary of our significant accounting policies and notes thereto, should be read in conjunction with the discussion below.  In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in these audited financial statements.  All such adjustments are of a normal recurring nature.
Overview
On March 6, 2015, we completed a 1-for-800 reverse stock split of our Common Stock whereby, each eight hundred (800) shares of our outstanding Common Stock was exchanged for one (1) share of new Common Stock. As a result, 339,757,357 shares of Common Stock outstanding immediately prior to the Reverse Stock Split became 424,697 shares of new Common Stock outstanding immediately thereafter. All references herein are to post Reverse Stock Split amounts.
On March 31, 2015, we consummated the LFC Acquisition, pursuant to the Exchange Agreement, with LFC, as a result of which all 11,500,000 shares of LFC Common Stock as well as the Convertible Notes convertible into an additional 5,250,000 shares of LFC Common Stock were exchanged for 16,750,000 shares of our Common Stock on a one-for-one basis.  As a result of the Exchange Agreement, LFC became our wholly owned subsidiary and the LFC Shareholders (including the converting holders of Convertible Notes) currently own approximately 85.14% of the 19,674,697 shares of our Common Stock outstanding.
On March 31, 2015, simultaneously with the closing of the LFC Acquisition, we closed the PPO of 2,500,000 PPO Shares with gross proceeds of $200,000. As a result of the PPO financing, the PPO holders now own approximately 13% of the aggregate of 19,674,697 shares of our Common Stock outstanding immediately after the LFC Acquisition and PPO financing referred to above.
Lingerie Fighting Championships, Inc., was founded as a Nevada corporation in July 2014. Activities since inception, through December 31, 2014, were devoted primarily to the development, production, promotion and distribution of original entertainment which we plan to make commercially available predominantly through live entertainment events, as well as through digital home video, broadcast television networks, video-on-demand and digital media channels . As a result, we have ceased to be a shell company.
As part of LFC Acquisition, Shaun Donnelly was elected to our Board as our sole director, and LFC's officers became our officers, except that upon the consummation of the LFC Acquisition, Terry Butler, our Chief Executive Offer, Chief Financial Officer and sole director before the LFC Acquisition, resigned as a Chief Executive Officer but remains our Chief Financial Officer and a director with Mr. Donnelly.
Name Change by Merger
Effective April 1, 2015, we changed the Company's legal corporate name to "Lingerie Fighting Championships, Inc." The name change was effected through a short-form merger pursuant to Section 92A.180 of the Nevada Revised Statutes. LFC, our wholly-owned subsidiary was merged with and into the Company, with the Company as the surviving entity of the merger. The merger had the effect of amending the Company's articles of incorporation to reflect the new legal name of the Company. A copy of the Articles of Merger effecting the name change, as filed with the Secretary of State of the State of Nevada, is attached hereto as Exhibit 2.3. The Articles of Merger became effective by their terms on April 1, 2015
Results of Operations
Fiscal period ended December 31, 2014
Revenues
During July 21, 2014 (inception) through December 31, 2014, the Company generated revenue of $3,113 and incurred $600 cost of sales.
Operating Expenses
During July 21, 2014 (inception) through December 31, 2014, the Company incurred operating expenses of $264, majority of which were general and administrative expenses.
Income Taxes
The Company is subject to taxation in the United States and certain state jurisdictions. Total income taxes provision for the period July 21, 2014 (inception) through December 31, 2014 was $765 based on effective tax rate of 34%. As at December 31, 2014, the Company did not have any deferred tax assets and liabilities.
Financial Condition, Liquidity and Capital Resources
Since our inception, we devoted substantially all of our efforts to the production and promotion of our live entertainment events, raising capital and building our LFC brand. We have not, as of the date of this Report, generated significant revenues from our planned principal operations. 
Cash and Working Capital
Working Capital
   
December 31, 2015
 
Current Assets
 
$
3,580
 
Current Liabilities
   
881
 
Working Capital
 
$
2,699
 

Cash Flows
   
July 21, 2014
 
   
(Inception) through
 
   
December 31, 2014
 
Net cash provided by operating activities
 
$
2,365
 
Net cash used in investing activities
   
-
 
Net cash provided by financing activities
   
1,215
 
Net increase in cash
 
$
3,580
 

During July 21, 2014 (inception) through December 31, 2014, the Company generated $2,365 cash from operation and received $1,215 cash by the way of issuance of common stock. The Company neither generated funds, nor used funds, in investing activities during July 21, 2014 (inception) through December 31, 2014.
Going Concern
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These conditions raise substantial doubt as to our 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 intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management's efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
Sources of Liquidity
Since inception, we satisfied our operating cash requirements from private placements of our LFC Common Stock, Senior Secured Promissory Notes and Convertible Promissory note.

See Item 3.02, " Unregistered Sales of Equity Securities "; " Sales of Unregistered Securities of LFC ", below.

See Item 2.01, " Completion of Acquisition or Disposition of Assets- Senior Notes ", above.

See Item 2.01, " Completion of Acquisition or Disposition of Assets- Convertible Promissory Notes ", above.

Off-Balance Sheet Arrangements
 The Company did not engage in any "off-balance sheet arrangements" (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) as of September 30, 2013.
Critical Accounting Policies, Estimates, and Judgments
Our financial statements are prepared in accordance with accounting principles that are generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. We continually evaluate our estimates and judgments, our commitments to strategic alliance partners and the timing of the achievement of collaboration milestones. We base our estimates and judgments on historical experience and other factors that we believe to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known. Besides the estimates identified above that are considered critical, we make many other accounting estimates in preparing our financial statements and related disclosures. All estimates, whether or not deemed critical, affect reported amounts of assets, liabilities, revenues and expenses, as well as disclosures of contingent assets and liabilities. These estimates and judgments are also based on historical experience and other factors that are believed 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.
Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.  In accordance with SEC rules, shares of our Common Stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the applicable table below are deemed beneficially owned by the holders of such options and warrants and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other person. Subject to community property laws, where applicable, the persons or entities named in the tables below have sole voting and investment power with respect to all shares of our Common Stock indicated as beneficially owned by them.
Pre-LFC Acquisition
The following table sets forth certain information regarding the beneficial ownership of our Common Stock prior to the LFC Acquisition, by (i) each stockholder known by us to be the beneficial owner of more than 5% of our Common Stock (our only classes of voting securities), (ii) each of our directors and executive officers, and (iii) all of our directors and executive officers as a group.  Unless otherwise indicated, the persons named in the table below had sole voting and investment power with respect to the number of shares indicated as beneficially owned by them.
Unless otherwise indicated in the following table, the address for each person named in the table is c/o Lingerie Fighting Championships, Inc., 6955 N. Durango Dr., Suite 1115-129, Las Vegas, NV 89149, USA.
Title of Class: Common Stock
Name and Address of Beneficial Owner
Amount and Nature
of
Beneficial
Ownership
Percentage of
Class (1)
     
  Jia Hang (1)
307,831
72.48%
(1) Percentages are based upon 424,697 shares of our Common Stock issued and outstanding as of April 2, 2015, without giving effect to the LFC Acquisition or the PPO.
Post-LFC Acquisition
The following table sets forth information with respect to the beneficial ownership of our Common Stock as of March 31, 2015, based on 19,674,697 shares of issued and outstanding Common Stock immediately following the issuance of 16,750,000 shares of Common Stock in LFC Acquisition and 2,500,000 shares of Common Stock in the PPO financing, by (i) each stockholder known by us to be the beneficial owner of more than 5% of our Common Stock (our only classes of voting securities), (ii) each of our directors and executive officers, and (iii) all of our directors and executive officers as a group.  To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our Common Stock beneficially owned by such person, except to the extent such power may be shared with a spouse.  To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted.  Other than the LFC Acquisition, to our knowledge, there is no arrangement, including any pledge by any person of securities of the Company or any of its parents, the operation of which may at a subsequent date result in a change in control of the Company.
Unless otherwise indicated in the following table, the address for each person named in the table is c/o Lingerie Fighting Championships, Inc., 6955 North Durango, Suite 1115-129, Las Vegas, NV 89149.
Title of Class: Common Stock
Name and Address of Beneficial Owner
Amount and Nature
of
Beneficial
Ownership
Percentage of
Class (1)
5% Stockholders
   
     
Danny Chan (1)
1,925,000
9.78%
         
Named Executive Officers and Directors
   
     
Shaun Donnelly
Chief Executive Officer and Director
 
9,350,000
 
47.52%
        Terry Butler (2)
        Chief Financial Officer, Treasurer and Director
1,925,000
9.78%
     
All directors and officers as a group (2 person)
 11,275,000
57.3%
     
* Less than 1%
(1) The shares of Common Stock indicated as beneficially owned by Danny Chan include an aggregate of 1,925,000 shares of Common Stock issued upon the conversion of a 5% Convertible Note on March 31, 2015 (see Item 2.01, " Completion of Acquisition or Disposition of Assets- The LFC Acquisition Convertible Promissory Notes ", above) in the principal amount of $1,925.
(2) The shares of Common Stock indicated as beneficially owned by Terry Butler include an aggregate of 1,925,000 shares of Common Stock issued upon the conversion of a 5% Convertible Note on March 31, 2015 (see Item 2.01, " Completion of Acquisition or Disposition of Assets- The LFC Acquisition Convertible Promissory Notes ", above) in the principal amount of $1,925.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Directors and Executive Officers
After the LFC Acquisition we only have two (2) members of our Board. Below are the names of and certain information regarding the Company's current executive officers and directors who were appointed effective as of the closing of the LFC Acquisition:
Name
 
Age
 
Position
 
Date Named to Board of Directors/as Executive Officer
Shaun Donnelly
 
47
 
Chief Executive Officer, Director, President
 
March 31, 2015
Terry Butler
 
55
 
Chief Financial Officer, Director, Secretary, Treasurer
 
July, 2012
Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified.  Directors are elected by a plurality of the votes cast at the annual meeting of stockholders and hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified.  
A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business. The directors must be present at the meeting to constitute a quorum. However, any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board individually or collectively consent in writing to the action.
Our Board currently consists of two (2) members.  On the Closing Date of the LFC Acquisition, Terry Butler, our sole director prior the LFC Acquisition, will continue to serve as a director and Shaun Donnelly will be appointed to the Board and serve as a director.
The principal occupation and business experience during the past five years for our executive officers and directors is as follows:
Shaun Donnelly, 47,   Chief Executive Officer, Director, President .   Shaun Donnelly is an entertainment industry veteran who has created, produced and directed television series for such networks as Starz, AMI, ITV, Playboy TV, UKTV and YouToo. As the head of Canada's Mind Engine Entertainment, he has produced several feature films including the recently completed "Gone By Dawn". He is also the CEO of the Lingerie Fighting Championships, Inc.
Prior to getting into TV and film, Mr. Donnelly worked in the advertising industry where he founded Stormedia Communications, an Edmonton-based ad agency that specialized in oil and gas clients. It operated successfully for more than 10 years before his television duties became too much to do both. He also published the literary digest Writer's Block Magazine for 7 years and has worked as a writer and columnist for numerous magazines and newspapers.
Mr. Donnelly attended Grant MacEwan University where he earned diplomas in Advertising & Public Relations and Audio Visual Communications.
Terry Butler, 55, Chief Financial Officer, Secretary, Treasurer . For over five years, Mr. Butler has been a private investor. Since July 2012 and prior to the LFC Acquisition, Terry Butler served as the chief executive officer, chief financial officer and a director of the Company.
Other Key Personnel
We have no significant employees other than the officers and directors described above.
Family Relationships
There are no family relationships among our directors or executive officers.
Involvement in Certain Legal Proceedings
No executive officer or director of ours has been involved in the last ten years in any of the following:
· Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
· Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
· Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
· Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
· Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or
· Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
Compliance with Section 16(a) of the Exchange Act
Our Common Stock is not registered pursuant to Section 12 of the Exchange Act.  Accordingly, our officers, directors and principal shareholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.
Board Committees
The Board currently does not have any committees. The Board intends to appoint such persons and form such committees as are required from time to time to meet the corporate governance requirements imposed by the national securities exchanges or otherwise deemed prudent as the Company grows.  Therefore, we intend that a majority of our directors will eventually be independent directors and at least one director will qualify as an "audit committee financial expert." Additionally, the Board is expected to appoint an audit committee, nominating committee and compensation committee, and to adopt charters relative to each such committee. Until further determination by the Board, the full Board will undertake the duties of the audit committee, compensation committee and nominating committee.
Code of Ethics
The Company currently has not adopted a written code of ethics. We intend to implement a comprehensive corporate governance program, including adopting a Code of Ethics.
Audit Committee
We have no separate audit committee at this time.  The entire Board oversees our audits and auditing procedures.
Director Independence
We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the Board be "independent" and, as a result, we are not at this time required to have our Board comprised of a majority of "Independent Directors."
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information concerning the total compensation paid or accrued by us during the fiscal year ended February 28, 2014 to (i) each individual that served as our chief executive officer and chief financial officer.
Name & Principal Position
Fiscal Year ended
Salary ($)
Bonus ($)
Stock Awards($)
Option Awards($)
Non-Equity Incentive Plan Compensation ($)
Non-Qualified Deferred Compensation Earnings ($)
All Other Compensation ($)
Total ($)
Terry Butler   President, Chief Executive Officer, Chief Financial (1)
2014
 
0
 
0
 
0
 
0
 
0
 
0
 
0
 
0
 
(1) Effective upon the Closing Date of the LFC Acquisition on March 31, 2015, Mr. Butler resigned as our Chief Executive Officer but remained a director and Chief Financial Officer.
Executive Employment Contracts

We have no employment agreements with any of our officers, and have not issued any incentive or other stock options, profit sharing or similar benefits.

Equity Compensation Plan Information

Prior to the LFC Acquisition, the shareholders of the Company approved the 2010 long-term incentive plan pursuant to which key employees and directors of, consultants and independent contractors to the Company (including any subsidiaries, if applicable) who are responsible for or contribute to the management, growth and/or profitability of the business of the Company are eligible to be granted awards under the Plan (the "Plan"). The total number of shares of Common Stock reserved and available for distribution under the Plan 3,125 shares (2,500,000 shares pre 1:800 reverse stock split) of our Common Stock.  625 shares issuable under the Plan were previously issued in earlier periods and 2,500 shares are still available for issuance under this Plan.

The form of the 2010 Long-Term Incentive Plan was filed as exhibits to the Form S-8 filed with the SEC on August 23, 2010. All descriptions of the 2010 Long-Term Incentive Plan herein are qualified in their entirety by reference to the text thereof filed as exhibits hereto, which are incorporated herein by reference.
Director Compensation
Prior to the LFC Acquisition, our directors were not compensated for services on the Board. Following the LFC Acquisition, our directors will be entitled to receive compensation in amounts to be determined by the Board.
The table below summarizes all compensation awarded to, earned by, or paid to our sole director for all services rendered in all capacities to us for the fiscal year ended February 28, 2014.
Name
Fees
Earned
or Paid
in Cash
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension Value
and
Non-Qualified
Deferred
Compensation
Earnings
($)
All Other
Compensation
($)
Total
($)
Terry Butler (1)
0
0
0
0
0
0
0
               
(1)              Effective upon the Closing Date of the LFC Acquisition on March 31, 2015, Mr. Butler resigned as our Chief Executive Officer but remained a director and Chief Financial Officer.
We have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred Exchange plans and nonqualified deferred Exchange plans. Similarly, except as otherwise set forth below, we have no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments to the named executive officers or any other persons following, or in connection with the resignation, retirement or other termination of a named executive officer, or a change in control of us or a change in a named executive officer's responsibilities following a change in control.
Except as indicated below, we have no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments to the named executive officers listed above.
Employment Agreement
The Company does not have any employment agreements with its management and all employees have been hired on an at-will basis.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Related Party Transactions
SEC rules require us to disclose any transaction or currently proposed transaction in which the Company is a participant and in which any related person has or will have a direct or indirect material interest involving the lesser of $120,000.00 or one percent (1%) of the average of the Company's total assets as of the end of last two completed fiscal years.  A related person is any executive officer, director, nominee for director, or holder of 5% or more of the Company's Common Stock, or an immediate family member of any of those persons.
In addition to the LFC Acquisition, the PPO financing and the other transactions described elsewhere in this Report, there was no basis or similar transactions with related parties. Nonetheless, Terry Butler participated in the following private financings with the Company:
Senior Notes
· On December 24, 2014, the Company issued a 10% Senior Note in the principal amount of $12,000 to Terry Butler in consideration for his investment of a $12,000 bridge financing to the Company. Upon the Closing Date of the LFC Acquisition, this Senior Note was repaid in full, with all interest discharged. For additional information, see Item 2.01, " Completion of Acquisition or Disposition of Assets- The LFC Acquisition- Senior Promissory Notes ", above.
MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


Our Common Stock was approved for quotation on the Over-the-Counter Bulletin Board (the "OTCBB") in April 2009, provided however, there were no reported trades until September 2009. Our Common Stock is currently quoted on the Over-the-Counter Markets ("OTC") under the symbol "OILL" (OILL:OTCQB). On March 23, 2015, the Financial Industry Regulatory Authority ("FINRA") notified us that the reverse stock split would take effect in the over-the-counter market at the start of business on March 25, 2015 (the "Effective Date"). At the open of trading on the Effective Date, our trading symbol changed from "OILL" to "OILLD". The D will be removed twenty (20) business days from the Effective Date, at which time we anticipate that our new trading symbol will be announced by FINRA   However, there has been no established public trading market for shares of our Common Stock and no assurance can be given that any market for our Common Stock will develop or be maintained.

OTCQB securities are not listed and traded on the floor of an organized national or regional stock exchange.  Instead, OTCQB securities transactions are conducted through a telephone and computer network connecting dealers.  OTCBB issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

Holders
As of the date of this Report, we have 19,674,697 shares of Common Stock outstanding held by 292 stockholders of record.  As a result of the share issuances during the LFC Acquisition and PPO financing, an additional 16,750,000 shares and 2,500,000 shares were issued to an aggregate of nine (9) purchasers. No shares of our preferred stock are issued and outstanding.
Dividend Policy
We have never paid any cash dividends on our capital stock and do not anticipate paying any cash dividends on our Common Stock in the foreseeable future.  We intend to retain future earnings to fund ongoing operations and future capital requirements. Any future determination to pay cash dividends will be at the discretion of our Board and will be dependent upon financial condition, results of operations, capital requirements and such other factors as the Board deems relevant.
Securities Authorized for Issuance under Equity Compensation Plans
In 2010 the company adopted a 2010 Long Term Incentive Plan pursuant to which 3,125 shares were issuable, of which 625 were issued.  2,500 securities remain issuable under this Plan.
DESCRIPTION OF SECURITIES
Reverse Stock Split
On February 23, 2015, our Board authorized a one-for-eight hundred (1:800) Reverse Stock Split of our Common Stock whereby, each eight hundred (800) shares of our outstanding Common Stock was exchanged for one (1) share of new Common Stock.  As a result, 339,757,357 shares of Common Stock outstanding immediately prior to the Reverse Stock Split became 424,697 shares of new Common Stock outstanding immediately thereafter. Share and per share numbers in this report relating to our Common Stock have all been adjusted to give effect to this Reverse Stock Split, unless otherwise stated.
Authorized Capital Stock
We currently have authorized 410,000,000 shares of capital stock, consisting of (i) 400,000,000 shares of Common Stock, and (ii) 10,000,000 shares of "blank check" Preferred Stock. Prior to the LFC Acquisition and PPO financing, we had 424,697 shares of Common Stock outstanding with 19,674,697 shares of Common Stock outstanding thereafter.
Common Stock
The holders of shares of Common Stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends of such times and in such amounts as the Board from time to time may determine. Holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders The Common Stock is not entitled to pre-emptive rights and is not subject to conversion or redemption. Upon liquidation, dissolution or winding up of the Company, the assets legally available for distribution to stockholders are distributable ratably among the holders of the Common Stock after payment of liquidation preferences, if any, on any outstanding preferred stock and payment of other claims of creditors. 
Preferred Stock
Shares of Preferred Stock may be issued from time to time in one or more series, each of which will have such distinctive designation or title as shall be determined by our Board prior to the issuance of any shares thereof.  Preferred Stock will have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such class or series of Preferred Stock as may be adopted from time to time by the Board prior to the issuance of any shares thereof.  The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all the then outstanding shares of our capital stock entitled to vote generally in the election of the directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any preferred stock designation.
While we do not currently have any plans for the issuance of Preferred Stock, the issuance of such preferred stock could adversely affect the rights of the holders of Common Stock and, therefore, reduce the value of the Common Stock. It is not possible to state the actual effect of the issuance of any shares of Preferred Stock on the rights of holders of the Common Stock until the Board determines the specific rights of the holders of the preferred stock; however, these effects may include:
· Restricting dividends on the Common Stock;
· Diluting the voting power of the Common Stock;
· Impairing the liquidation rights of the Common Stock; or
· Delaying or preventing a change in control of the Company without further action by the stockholders.
Other than in connection with shares of preferred stock (as explained above), which preferred stock is not currently designated nor contemplated by us, we do not believe that any provision of our charter or Bylaws would delay, defer or prevent a change in control.
Convertible Securities
We do not currently have any options, warrants, convertible debt, rights or other convertible securities or derivative securities outstanding.
Registration Rights
The Company does not have any registration rights outstanding.
Transfer Agent
The transfer agent for our Common Stock is Island Stock Transfer, LLC, 15500 Roosevelt Boulevard, Clearwater, FL 33760, and its telephone number is (727) 289-0010.
LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal proceedings or intellectual property infringement claims which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business.
We are currently not aware of any pending legal proceedings to which we are a party or of which any of our property is the subject, nor are we aware of any such proceedings that are contemplated by any governmental authority.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Nevada Revised Statutes ("NRS") allows us to indemnify our officers and directors from certain liabilities.
Our Amended and Restated Articles of Incorporation ("Amended Articles") states that:
· Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter, a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership joint venture, trust or other enterprise, including service with respect to employer benefit plans, whether the basis of such proceeding is an alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Chapter 78 of the Nevada Revised Statutes, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith an such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article SIXTH shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition, provided, however, that, if Chapter 78 of the Nevada Revised Statues requires the payment of such expenses incurred by a director or officer in his or her capacity as direct or officer 9 (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article SIXTH or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.
Item 3.02                            Unregistered Sales of Equity Securities
Shares Issued in Connection with the LFC Acquisition.
On March 31, 2015, pursuant to the terms of the Exchange Agreement, we issued (i) 11,500,000 shares of outstanding LFC Common Stock in exchange for all 11,500,000 shares of LFC Common Stock issued and outstanding and (ii) 5,250,000 shares of our Common Stock in consideration for the conversion of four Convertible Notes. This transaction was exempt from registration under Section 4(a)(2) of the Securities Act as not involving any public offering.  None of the securities were sold through an underwriter and, accordingly, there were no underwriting discounts or commissions involved.
The disclosure set forth in Item 2.01 " Completion of Acquisition or Disposition of Assets " is incorporated into this item by reference.
The PPO
Concurrently with the closing of the LFC Acquisition on March 31, 2015 , we consummated the closing of the PPO pursuant to the terms and conditions of a Securities Purchase Agreement and Escrow Agreement, as between the Company and the five (5) subscribers to the PPO for the sale of 2,500,000 PPO Shares at an offering price of $0.08 per share providing gross proceeds of approximately $200,000   to certain accredited investors and non-U.S .  
The issuance of shares of our Common Stock in connection with the PPO was not registered under the Securities Act, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, which exempts transactions by an issuer not involving any public offering, and Regulation D promulgated by the SEC under that section.  These securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement, and are subject to further contractual restrictions on transfer as described below.
The forms of the Securities Purchase Agreement are filed as exhibits to this Report. All descriptions of the Securities Purchase Agreement herein are qualified in their entirety by reference to the text thereof filed as exhibits hereto, which are incorporated herein by reference.
Additional information concerning the PPO and the terms of our Common Stock, PPO Shares is presented above under " Description of Securities ."
Item 5.01                            Changes in Control of Registrant.
As a result of the initial closing of the LFC Acquisition and PPO financing, we experienced a change in control, with the former holders of LFC Common Stock (collectively, the "LFC Group") effectively acquiring control of us, as represented by the LFC Group's record and beneficial ownership of approximately 85.13% of our outstanding Common Stock.  The disclosure set forth in Item 2.01 " The LFC Acquisition " to this Current Report is incorporated into this item by reference.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
As a result of the LFC Acquisition, Terry Butler resigned as CEO but remained a director and chief financial officer and was appointed secretary, and Shaun Donnelly was appointed as director, chief executive officer and president of the Company. The disclosures set forth in Item 2.01 " Departure and Appointment of Directors and Officers " and " Directors, Executive Officers, Promoters and Control Persons " above   is incorporated into this item by reference.
Item 5.03.                            Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Change in Fiscal Year End

Pursuant to a Board resolution dated March 31, 2015, in connection with the LFC Acquisition, we changed our fiscal year end from February 28 to December 31 to match that of LFC.

Accordingly, the Company's next Annual Report on Form 10-K will be for the fiscal year ending December 31, 2015. With this fiscal year end change, the Company will report one-time, transitional financial information for the period from March 1, 2015 through December 31, 2015 in February 2016 on Form 10-Q, followed by financial results of the first quarter of 2016 in May.

Amendment to Articles of Incorporation-Name Change

Effective as of April 1, 2015, we entered into a Plan and Agreement of Merger with LFC and filed Articles of Merger with the Nevada Secretary of State pursuant to which we effectuated a short form merger with our new wholly owned subsidiary LFC.  The merger resulted the merger of LFC with and into us, as the parent surviving corporation in Nevada and the amendment of our Articles of Incorporation so as to change our name to "Lingerie Fighting Championships, Inc." which was the name of LFC.  No other changes or amendments were made to our articles of incorporation.  The company has filed the name change request with FINRA and DTC and has requested a new symbol which it has not received yet.

A copy of the Plan And Agreement of Merger and the Articles of Merger as filed in Nevada, are filed herewith as Exhibits 2.2 and 2.3, respectively.  Reference is also made to the disclosure set forth in Items 1.02, 2.01 and 2.02 which provides additional information and details relating to the name change and merger, the provisions of which are incorporated by reference herein.
Item 5.06                            Change in Shell Company Status.
Prior to the LFC Acquisition, we were a "shell company" (as such term is defined in Rule 12b-2 under the Exchange Act).  As a result of the LFC Acquisition, we have ceased to be a shell company.  The information contained in this Current Report, together with the information contained in our Annual Report on Form 10-K for the fiscal year ended February 28, 2014, and our prior Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as filed with the SEC, constitute the current "Form 10 information" necessary to satisfy the conditions contained in Rule 144(i)(2) under the Securities Act.
Item 8.01.                            Other Events.

Senior Notes.
On December 24, 2014, we issued three separate and identical 10% senior promissory notes, each issued for the principal amount of $12,000, totaling gross proceeds of $36,000.00 (each, a "Senior Note") to certain accredited investors and non-U.S. Persons, including Terry Butler .
Upon the closing of the PPO financing, $36,000 of the $200,000 gross proceeds raised pursuant to the sale of PPO Shares were used to repay and discharge our obligations under the Senior Notes.
For additional information, see Item 2.01, " Completion of Acquisition or Disposition of Assets- Senior Promissory Notes ", above.
The Form of Senior Note is filed as Exhibit 4.1  hereto and incorporated herein by reference.
Item 9.01                            Financial Statements and Exhibits.

Report of Independent Registered Public Accounting Firm


To the Board of Directors
Lingerie Fighting Championships, Inc
Las Vegas, Nevada

We have audited the accompanying balance sheet of Lingerie Fighting Championships, Inc. (the "Company") as of December 31, 2014 and the related statements of operations, shareholders' equity and cash flows for the period from July 21, 2014  (inception) through December 31, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, based on our audit, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2014, and the results of its operations and its cash flows for the period from July 21, 2014 (inception) through December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

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


MaloneBailey, LLP
www.malone-bailey.com
Houston, Texas

April 6, 2015
LINGERIE FIGHTING CHAMPIONSHIPS, INC.
BALANCE SHEET
 
   
December 31,
 
   
2014
 
ASSETS
   
Current assets
   
  Cash
 
$
3,580
 
         
Total current assets
 
$
3,580
 
         
LIABILITIES AND STOCKHOLDERS' EQUITY
       
Current liabilities
       
Accounts payable and accrued expense
 
$
881
 
Total current liabilities
   
881
 
         
Stockholders' equity
       
Preferred stock, par value $0.0001 1,000,000 shares authorized at December 31, 2014,
and none shares issued and outstanding
   
-
 
Common stock, par value $0.0001 per share, 100,000,000 shares authorized at December 31, 2014,
and 11,500,000 shares issued and outstanding
   
1,150
 
Additional paid in capital
   
65
 
Retained earnings
   
1,484
 
Total stockholders' equity
   
2,699
 
Total liabilities and stockholders' equity
 
$
3,580
 
 
See summary of accounting policies and notes to financial statements.
LINGERIE FIGHTING CHAMPIONSHIPS, INC.
STATEMENT OF OPERATIONS

   
July 21, 2014
 
   
(Inception )
 
   
through
 
   
December 31,
 
   
2014
 
     
Sales
 
$
3,113
 
Cost of sales
   
600
 
Gross profit
   
2,513
 
         
Operating expenses
       
General and administrative expenses
   
264
 
Income from operations
   
2,249
 
         
Provision for income taxes
   
765
 
         
Net Income
 
$
1,484
 
         
Basic and diluted net income per share
 
$
0.00
 
Basic and diluted Weighted average number of common shares outstanding
   
9,825,949
 

See summary of accounting policies and notes to financial statements.
LINGERIE FIGHTING CHAMPIONSHIPS, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JULY 21, 2014 (INCEPTION) THROUGH DECEMBER 31, 2014

           
Additional
       
Total
 
   
Common Stock
   
Paid-in
   
Retained
   
Stockholders'
 
   
Number of Shares
   
Amount
   
Capital
   
Earning
   
Equity
 
Balance - July 21, 2014 (inception)
   
-
   
$
-
   
$
-
   
$
-
   
$
-
 
Common shares issued for cash
   
11,500,000
     
1,150
     
65
     
-
     
1,215
 
Net income
   
-
     
-
     
-
     
1,484
     
1,484
 
Balance - December 31, 2014
   
11,500,000
   
$
1,150
   
$
65
   
$
1,484
   
$
2,699
 


See summary of accounting policies and notes to financial statements.
 
LINGERIE FIGHTING CHAMPIONSHIPS, INC.
STATEMENT OF CASH FLOWS

   
July 21, 2014
 
   
(Inception )
 
   
through
 
   
December 31,
 
   
2014
 
     
Cash Flows from operating activities:
   
Net income
 
$
1,484
 
Adjustments to reconcile net income to net cash provided by operating activities :
       
Changes in operating assets and liabilties:
       
Accounts payable and accrued expense
   
881
 
         
Net cash provide by operating activities
   
2,365
 
         
         
Cash flows from financing activities:
       
         
Proceeds from issuance of common stock
   
1,215
 
         
Net cash provided by financing activities
   
1,215
 
         
         
Net increase in cash
 
$
3,580
 
Cash, beginning of the period
   
-
 
Cash, end of the period
 
$
3,580
 

See summary of accounting policies and notes to financial statements.
LINGERIE FIGHTING CHAMPIONSHIPS, INC.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2014

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
 
Lingerie Fighting Championships, Inc. was incorporated under the laws of the State of Nevada on July 21, 2014.  It is based in Las Vegas, Nevada, USA, and the Company's fiscal year end is December 31.

We are a media company focused on the development, production, promotion and distribution of original entertainment for mature audiences which we plan to make commercially available predominantly through live entertainment events, as well as through digital home video, broadcast television networks, video-on-demand and digital media channels.

NOTE 2 – SUMMARY OF SIGNIFCANT 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.  

Accounting Basis
The Company uses the accrual basis of accounting and has adopted a December 31 fiscal year end.

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.

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 $3,580 in cash as at December 31, 2014.

Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and 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, 2014.
 
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 for 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. 

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These conditions raise substantial doubt as to our 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 intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management's efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 4 – EQUITY

Preferred Stock

The Company has 1,000,000 $0.0001 par value shares of preferred stock authorized.

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

Common Stock

The Company has 100,000,000, $0.0001 par value shares of common stock authorized.

On August 19, 2014, the Company issued 9,350,000 shares of common stock to its sole director and officer for cash proceeds of $1,000 at $0.000107 per share.

On August 19, 2014, the Company issued 2,150,000 shares of common stock for cash proceeds of $215 at $0.0001 per share.

NOTE 5 – INCOME TAXES

The Company is subject to taxation in the United States and certain state jurisdictions.
Provision for income taxes and effective tax rates are as follows:

 
 
2014
 
Effective tax rate
   
34
%
Provision for income taxes
 
$
765
 

As at December 31, 2014, the Company accrued $765 tax payable and the Company did not have any deferred tax assets and liabilities.

The Company is subject to audits by U.S. Internal Revenue Service ("IRS")  , state, local and foreign tax authorities. Management believes that adequate provisions have been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company's tax audits are resolved in a manner not consistent with management's expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs.

NOTE 6 – SUBSEQUENT EVENTS

Effective February 2, 2015, the company entered into a secured promissory note in an aggregate principal amount of $1,925 pursuant to the terms of a subscription. The Note bears interest at an annual rate of 5%, which is to be paid with principal in full on the maturity date of September 30, 2015. This note may be repaid early upon 30 business days advance notice to the Borrower.  The principal amount of the Note together with interest may be converted into shares of our common stock, at the option of the holder, at a conversion price of $0.001 per share.

Effective February 2, 2015, the company entered into a secured promissory note in an aggregate principal amount of $1,925 pursuant to the terms of a subscription. The Note bears interest at an annual rate of 5%, which is to be paid with principal in full on the maturity date of September 30, 2015. This note may be repaid early upon 30 business days advance notice to the Borrower.  The principal amount of the Note together with interest may be converted into shares of our common stock, at the option of the holder, at a conversion price of $0.001 per share.

Effective February 2, 2015, the company entered into a secured promissory note in an aggregate principal amount of $700 pursuant to the terms of a subscription. The Note bears interest at an annual rate of 5%, which is to be paid with principal in full on the maturity date of September 30, 2015. This note may be repaid early upon 30 business days advance notice to the Borrower.  The principal amount of the Note together with interest may be converted into shares of our common stock, at the option of the holder, at a conversion price of $0.001 per share.

Effective February 2, 2015, the company entered into a secured promissory note in an aggregate principal amount of $700 pursuant to the terms of a subscription. The Note bears interest at an annual rate of 5%, which is to be paid with principal in full on the maturity date of September 30, 2015. This note may be repaid early upon 30 business days advance notice to the Borrower.  The principal amount of the Note together with interest may be converted into shares of our common stock, at the option of the holder, at a conversion price of $0.001 per share.
 
On March 31, 2015, the Company completed a reverse merger of Cala Energy Corporation, Inc. Along with the acquisition, the Company issued 5,250,000 shares of Common Stock for conversion of the above LFC Convertible Notes in accordance with the LFC Acquisition terms. All 11,500,000 shares of common stock, par value $0.0001 per share, of the Company, along with the additional 5,250,000 shares issuable upon conversion of the Company's 5% Convertible Notes, were exchanged and converted for 16,750,000 shares of Common Stock of Cala Energy Corporation, Inc., approximately 85.14% of Cala's outstanding Common Stock;
(d)  Exhibits
In reviewing the agreements included or incorporated by reference as exhibits to this Report, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Report and the Company's other public filings, which are available without charge through the SEC's website at http://www.sec.gov .
Exhibit No.
 
Description
 
Exhibit Location
2.1
   
Filed herewith.
         
2.2
   
Filed herewith.
         
2.3
   
Filed herewith.
         
3.1
   
Filed herewith.
         
3.2
 
Amended and Restated Articles of Incorporation of the Company.
 
Form 10-K Filed with the Securities and Exchange Commission on May 5, 2014 and incorporated herein by this reference.
         
3.3
 
Amended Articles of Incorporation of the Company.
 
Form 10-K filed with the Securities and Exchange Commission on June 13, 2013 and incorporated herein by this reference.
         
3.4
 
Amended Articles of Incorporation of the Company.
 
Form 8-K filed with the Securities and Exchange Commission on March 31, 2010 and incorporated herein by this reference.
         
3.5
 
Amended and Restated Articles of Incorporation of  Company
 
Form 8-K filed with the Securities and Exchange Commission on April 24, 2009 incorporated herein by this reference.
         
3.6
 
Articles of Organization of the Company.
 
Form 8-K filed with the Securities and Exchange Commission on April 24, 2009 and incorporated herein by this reference.
         
3.8
 
Bylaws of the Company
 
Form SB-2 filed with the Securities and Exchange Commission on December 12, 2007 and incorporated herein by this reference.
         
4.1
   
Filed herewith.
         
4.2
   
Filed herewith.
         
10.1
   
Filed herewith.
         
10.2
   
Filed herewith.
         
10.3
   
Filed herewith.
         
10.4
   
Filed herewith.
         
10.5
 
2010 Long-Term Incentive Plan of the Company.*
 
Form S-8, File No. 333-169007, filed with the Securities and Exchange Commission on August 23, 2010 and incorporated herein by this reference.
         
21.1
 
List of Subsidiaries.
 
Form 10-K filed with the Securities and Exchange Commission on May 29, 2014 and incorporated herein by this reference.
         
 99.1 Unaudited Pro Forma Combined Financial Statements.
Filed herewith.
______________
* Management contract or compensatory plan or arrangement.
  LINGERIE FIGHTING CHAMPIONSHIPS, INC.  
       
Dated: April 6, 2015
By:
/s/  Shaun Donnelly  
    Name: Shaun Donnelly  
    Title: Chief Executive Officer, President and Director  
       
Exhibit 2.1


SHARE EXCHANGE AGREEMENT


by and among


CALA ENERGY CORP.


LINGERIE FIGHTING CHAMPIONSHIPS, INC.


and


THE SHAREHOLDERS OF
LINGERIE FIGHTING CHAMPIONSHIPS, INC.
Dated as of March 31, 2015

 


TABLE OF CONTENTS
 
 
ARTICLE I EXCHANGE OF SECURITIES
2
1.1. Securities Exchange.
2
1.2. Closing.
2
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
2
2.1. Good Title.
2
2.2. Organization.
2
2.3. Power and Authority.
2
2.4. No Conflicts.
2
2.5. Litigation.
3
2.6. No Finder's Fee.
3
2.7. Purchase Entirely for Own Account.
3
2.8. Available Information.
3
2.9. Non-Registration.
3
2.10. Restricted Securities.
3
2.11. Legends.
3
2.12. Additional Legend.
4
2.13. Disclosure.
4
ARTICLE III REPRESENTATIONS AND WARRANTIES OF LFC
4
3.1. Organization, Standing and Power.
4
3.2. Subsidiaries; Equity Interests.
5
3.3. Capital Structure.
5
3.4.  Authority; Execution and Delivery; Enforceability.
5
3.5. No Conflicts; Consents.
5
3.6. Taxes.
5
3.7. Litigation.
6
3.8. Compliance with Applicable Laws.
6
3.9. Brokers.
6
3.10. Contracts.
6
3.11. Title to Properties.
6
3.12. Financial Statements; Liabilities.
6
3.13. Absence of Certain Changes or Events.
7
3.14. Information Supplied.
7
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF CALA ENERGY
7
4.1. Organization, Standing and Power.
7
4.2. Subsidiaries; Equity Interests.
7
4.3. Capital Structure.
7
4.4. Authority; Execution and Delivery; Enforceability.
8
4.5. No Conflicts; Consents.
8
4.6. Taxes.
9
4.7. Benefit Plans.
9
4.8. Litigation.
9
4.9. Compliance with Applicable Laws.
10
4.10. Contracts.
10
4.11. Title to Properties.
10
4.12. Intellectual Property.
10
4.13. Labor Matters.
10
4.14. SEC Documents; Undisclosed Liabilities.
10
4.15. Transactions With Affiliates and Employees.
11
4.16. Application of Takeover Protections.
11
4.17. Absence of Certain Changes or Events.
11
4.18. Certain Registration Matters.
12
4.19. Quotation and Maintenance Requirements.
12
4.2
0. Disclosure.
12
4.21. Information Supplied.
13
4.22. No Undisclosed Events, Liabilities, Developments or Circumstances.
13
4.23. No Additional Agreements.
13
ARTICLE V CONDITIONS TO CLOSING
13
5.1. Conditions Precedent to Obligations of LFC and the Shareholders.
13
5.2. Conditions Precedent to Obligations of Cala Energy.
15
ARTICLE VI COVENANTS
16
6.1. Blue Sky Laws.
16
6.2. [Omitted.]
16
6.3. Fees and Expenses.
16
ARTICLE VII MISCELLANEOUS
16
7.1. Notices.
17
7.2. Amendments; Waivers; No Additional Consideration.
17
7.3. Replacement of Securities.
17
7.4. Remedies.
18
7.5. Independent Nature of Shareholders' Obligations and Rights.
18
7.6. Limitation of Liability.
18
7.7. Interpretation.
18
7.8. Severability.
19
7.9. Counterparts; Facsimile Execution.
19
7.10. Entire Agreement; Third Party Beneficiaries.
19
7.11. Governing Law.
19
7.12. Assignment.
19
 
Annex A                            Schedule of Securities Exchanged
Annex B                            Definitions

 
SHARE EXCHANGE AGREEMENT

This SHARE EXCHANGE AGREEMENT (this " Agreement "), dated as of March 31, 2015, is by and among CALA ENERGY CORP., a Nevada corporation (" Cala Energy "), LINGERIE FIGHTING CHAMPONSHIPS, INC., a Nevada corporation (" LFC "), and the shareholders and Convertible Note Holders (as hereinafter defined) of LFC identified on Table I  and II of Annex A hereto (each, a " Shareholder " and together the " Shareholders ").  Each of the parties to this Agreement is individually referred to herein as a " Party " and collectively, as the " Parties ."  Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex B hereto.
BACKGROUND

A.              LFC has outstanding the (i) 11,500,000 shares its common stock listed in Table I of Annex A hereto, all of which are held by the Shareholders, (ii) the 5% Convertible Notes (the " Convertible Notes ") convertible into 5,250,000 shares of its common stock listed on Table II of Annex A (each, a " Convertible Note Holder ") (collectively, the " LFC Securities "), and (iii) the Promissory Notes in the principal amount of $36,000 (the " Notes ").
B.              Each (i) Shareholder has agreed and agrees hereby, to transfer all of his, her or its (hereinafter " its ") LFC Securities to Cala Energy on a one for one basis, in exchange for an aggregate of 11,500,000 newly issued shares of Cala Energy common stock, par value $0.001 per share (the " LFC Shareholder Shares ") and, (ii) Converting Note Holder and Cala Energy has consented to the assumption by Cala Energy of the Convertible Notes and simultaneous conversion, at Closing (as hereinafter defined), of said Notes into 5,250,000 newly issued shares of Cala Energy (the " Note Shares " and, together with the LFC Shareholder Shares, the " Cala Energy Stock ").  The number of shares of Cala Energy Stock to be received by each Shareholder and former Convertible Note Holder or its designee is listed opposite each such respective person's name in Table I and Table II of Annex A and, are collectively referred to herein as the " Shares ."
C.              At the Closing, as a result of the transactions contemplated hereby, LFC will be a wholly owned subsidiary of Cala Energy, with Cala Energy as the parent and the shareholders of Cala Energy owning and controlling Cala Energy. All Notes and interest shall be repaid at Closing.
D.              The Board of Directors of each of Cala Energy and LFC has determined that it is desirable to effect this plan of reorganization and share exchange.
AGREEMENT

NOW THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and intending to be legally bound hereby, the Parties agree as follows:


ARTICLE I
Exchange of Securities
Securities Exchange .  At the Closing, (i) each Shareholder shall sell, transfer, convey, assign and deliver to Cala Energy its LFC Shares free and clear of all Liens, in exchange for the Cala Energy Stock listed in Table I of Annex A opposite such Shareholder's name and (ii) each Convertible Note Holder shall issue for cancellation and conversion to Cala Energy the Convertible Notes, in exchange for the Cala Energy Stock listed on Table II of Annex A opposite such Convertible Note Holder's name.  Closing .  The closing (the " Closing ") of the transactions contemplated hereby (the " Transactions ") shall take place remotely via electronic exchange of documents and signatures on the date hereof or upon other satisfaction or waiver of all conditions to the obligations of the Parties to consummate the Transactions (other than conditions with respect to actions that the respective parties will take at Closing) or such other date and time as the Parties may mutually determine (the " Closing Date ").
ARTICLE II
Representations and Warranties of the Shareholders
Each of the Shareholders hereby severally (and not jointly) represents and warrants to Cala Energy with respect to itself, as follows.
2.1.              Good Title .  The Shareholder is the record and beneficial owner, and has good title to its LFC Securities, all of which are deemed duly authorized, validly issued and fully paid and non-assessable in all respects, with the right and authority to sell and deliver marketable title to such LFC Securities.  Upon delivery of any certificate or certificates duly assigned, representing the same as herein contemplated and/or upon registering of Cala Energy as the new owner of such LFC Securities in the applicable securities registers of Cala Energy will receive good title to such LFC Securities, free and clear of all Liens. The Convertible Note Holders are the record and beneficial owner of the Convertible Notes listed opposite their respective name and have not converted or assigned said Convertible Note in whole or in part.
2.2.              Organization .  The Shareholders, if an entity, is an entity is duly organized and validly existing in its jurisdiction of organization.
Power and Authority .  The Shareholder has the legal power and authority to execute and deliver this Agreement and to perform its obligations hereunder.  All acts required to be taken by the Shareholder to enter into this Agreement and to carry out the Transactions have been properly taken.  This Agreement constitutes a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with the terms hereof.
No Conflicts .  The execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder of its obligations hereunder in accordance with the terms hereof: (a) will not require the consent of any third party or Governmental Entity under any Laws; (b) will not violate any Laws applicable to the Shareholder; and (c) will not violate or breach any contractual obligation to which the Shareholder is a party.
-2-


Litigation .  There is no pending proceeding against the Shareholder, that involves the LFC Securities or that challenges, or may have the effect of preventing, delaying or making illegal, or otherwise interfering with, any of the Transactions and, to the knowledge of the Shareholder, no such proceeding has been threatened, and no event or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such proceeding.
No Finder's Fee .  The Shareholder has not created any obligation for any finder's, investment banker's or broker's fee in connection with the Transactions that are not payable entirely by the Shareholder.
Purchase Entirely for Own Account .  The Shareholder is acquiring the Shares proposed to be acquired hereunder for investment for its own account and not with a view to the resale or distribution of any part thereof, and the Shareholder has no present intention of selling or otherwise distributing the Shares, except in compliance with applicable securities laws.
Available Information .  The Shareholder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in Cala Energy and has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the Cala Energy Stock.

Non-Registration .  The Shareholder understands that the Shares have not been registered under the Securities Act and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder's representations as expressed herein.  The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to the Shares in accordance with Cala Energy charter documents or the laws of its jurisdiction of incorporation.
Restricted Securities . The Shareholder understands that the Shares are characterized as "restricted securities" under the Securities Act inasmuch as this Agreement contemplates that, if acquired by the Shareholder pursuant hereto, the Shares would be acquired in a transaction not involving a public offering.  The issuance of the Shares hereunder is being effected in reliance upon an exemption from registration afforded under Section 4(a)(2) of the Securities Act for transactions by an issuer not involving a public offering. The Shareholder further acknowledges that if the Shares are issued to the Shareholder in accordance with the provisions of this Agreement, such Shares may not be resold without registration under the Securities Act or the existence of an exemption therefrom.  The Shareholder represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Legends .  It is understood that the Cala Energy Stock will bear the following legend or one that is substantially similar to the following legend:
-3-


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED  (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

Additional Legend . Additionally, the Cala Energy Stock will bear any legend required by the "blue sky" laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

Disclosure . This Agreement, the schedules hereto and any certificate attached hereto or delivered in accordance with the terms hereof by or on behalf of the Shareholder in connection with the Transactions, when taken together, do not contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements contained herein and/or therein not misleading. The Shareholders irrevocably consent to the repayment of indebtedness relating to the Notes, to the conversion of the Convertible Notes (including payment of interest in cash or in kind), to the transactions relating to this Agreement, and, to the subsequent proposed Merger Agreement and Plan of Reorganization whereby Cala Energy will merge into LFC with Cala Energy as the surviving parent entity, changing its name to that of LFC immediately prior to the merger and any other actions relating thereto.

ARTICLE III
Representations and Warranties of LFC
LFC represents and warrants to Cala Energy and the Shareholders as follows.

Organization, Standing and Power .  LFC is a corporation organized and existing under the laws of the State of Nevada and in good standing under the laws of said state and, has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on LFC and its subsidiaries taken as a whole, a material adverse effect on the ability of LFC to perform its obligations under this Agreement or on the ability of LFC to consummate the Transactions (a " LFC Material Adverse Effect ").
-4-


Subsidiaries; Equity Interests .  LFC does not have any subsidiaries or equity interests in any other entity or company.
Capital Structure .  The authorized capitalization of LFC consists of 100,000,000 shares of Common Stock, par value $0.0001 per share, of which 11,500,000 are issued and outstanding and held only by the Shareholders with 5,250,000 shares underlying the Convertible Notes and 1,000,000 shares of blank check preferred stock, par value $0.0001 per share, none of which have been designated, reserved or issued.  All outstanding securities of LFC are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws, the LFC Constituent Instruments or any Contract to which LFC is a party or otherwise bound.  As of the date of this Agreement, and other than as described in this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which LFC or any of its subsidiaries is a party or by which any of them is bound.
Authority; Execution and Delivery; Enforceability .  LFC has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions.  The execution and delivery by LFC of this Agreement and the consummation by LFC of the Transactions have been duly authorized and approved by the Board of Directors of LFC and no other corporate proceedings on the part of LFC are necessary to authorize this Agreement and the Transactions.  When executed and delivered, this Agreement will be enforceable against LFC in accordance with its terms.
No Conflicts; Consents .
(a)              The execution and delivery by LFC of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of or default under, any provision of (i) the LFC Constituent Instruments or the comparable charter or organizational documents of any of its subsidiaries, (ii) any Contract to which LFC or any of its subsidiaries is a party or to which any of their respective properties or assets is subject or (iii) subject to the filings and other matters referred to in Section 3.5(b), any material judgment, order or decree or material Law applicable to LFC or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a LFC Material Adverse Effect.
(b)              Except for required filings with the SEC and applicable "Blue Sky" or state securities commissions, n o Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to LFC in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.
-5-


Taxes .  LFC and each of its subsidiaries has timely filed, or has caused to be timely filed on its behalf, all Tax Returns required to be filed by it, and all such Tax Returns are true, complete and accurate, except to the extent any failure to file or any inaccuracies in any filed Tax Returns, individually or in the aggregate, have not had and would not reasonably be expected to have a LFC Material Adverse Effect.
Litigation .  There is no Action against or affecting LFC (or any of its subsidiaries, if any) or any of their respective properties which (a) adversely affects or challenges the legality, validity or enforceability of any of this Agreement or the Shares or (b) could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a LFC Material Adverse Effect.
Compliance with Applicable Laws .  LFC and each of its subsidiaries have conducted its business and operations in compliance with all applicable Laws, except for instances of noncompliance that, individually and in the aggregate, have not had and would not reasonably be expected to have a LFC Material Adverse Effect.  This Section 3.8 does not relate to taxes, which are the subject of Section 3.6.
Brokers .  No broker, investment banker, financial advisor or other person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of LFC or any of its subsidiaries.
Contracts .  There are no Contracts that are material to the business, properties, assets, condition (financial or otherwise), results of operations or prospects of LFC.  LFC is not in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Contract to which it is a party or to which it or any of its properties or assets is subject, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a LFC Material Adverse Effect.
Title to Properties .  LFC and each of its subsidiaries has sufficient title to, or valid leasehold interests in, all of its properties and assets used in the conduct of its businesses except for Liens that, in the aggregate, do not and will not materially interfere with the ability of LFC and its subsidiaries to conduct business as currently conducted.
Financial Statements; Liabilities .  LFC has delivered to Cala Energy its audited consolidated financial statements for the fiscal years ended December 31, 2014 (collectively, the " LFC Financial Statements ").  The LFC Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated.  The LFC Financial Statements fairly present in all material respects the financial condition and operating results of LFC, as of the dates, and for the periods, indicated therein.  LFC does not have any material liabilities or obligations, contingent or otherwise, other than (a) liabilities incurred in the ordinary course of business subsequent to February 28, 2015, and (b) obligations under contracts and commitments incurred in the ordinary course of business
-6-

and not required under generally accepted accounting principles to be reflected in the LFC Financial Statements, which, in both cases, individually and in the aggregate, would not be reasonably expected to result in a LFC Material Adverse Effect.
Absence of Certain Changes or Events .  (a)    Except as disclosed in the LFC Financial Statements, from December 31, 2014 to the date of this Agreement, LFC has conducted its business only in the ordinary course.
Information Supplied .  None of the information supplied or to be supplied by LFC  for inclusion in the current report on Form 8-K (the " Super 8-K ") of Cala Energy that will be filed with the Securities and Exchange Commission, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
ARTICLE IV
Representations and Warranties of Cala Energy
Subject to the exceptions set forth herein or in its reports as filed with the Securities and Exchange Commission (the " SEC "), Cala Energy represents and warrants as follows to LFC and its Shareholders, with the understanding that its Note holders and Convertible Note Holders are intended third party beneficiaries hereof.

Organization, Standing and Power .  Cala Energy is duly organized, validly existing and in good standing under the laws of the State of Nevada and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on Cala Energy, a material adverse effect on the ability of Cala Energy to perform its obligations under this Agreement or on the ability of Cala Energy to consummate the Transactions (an " Cala Energy Material Adverse Effect ").  Cala Energy is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties makes such qualification necessary and where the failure to so qualify would reasonably be expected to have a Cala Energy Material Adverse Effect.
Subsidiaries; Equity Interests .  Cala Energy does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.
Capital Structure .  The authorized capital stock of Cala Energy consists of 400,000,000 shares of common stock, $0.001 par value per share and 10,000,000 shares of preferred stock, $0.001 par value per share.  No other class or series of capital stock is authorized or outstanding.  As of the date hereof, (a) 424,697 shares of Cala Energy's common stock are issued and outstanding, (b) no shares of Cala Energy preferred stock are issued and outstanding and (c) no shares of Cala Energy's common stock or preferred stock are held by Cala Energy in its treasury.  Except as set forth above, no shares of capital stock or other voting securities of Cala Energy
-7-

were issued, reserved for issuance or outstanding.  All outstanding shares of the capital stock of Cala Energy are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the Cala Energy Charter, the Cala Energy Bylaws or any Contract to which Cala Energy is a party or otherwise bound.  There are not any bonds, debentures, notes or other indebtedness of Cala Energy having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Cala Energy's common stock may vote (" Voting Cala Energy Debt ").  As of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Cala Energy is a party or by which it is bound (a) obligating Cala Energy to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Cala Energy or any Voting Cala Energy Debt, (b) obligating Cala Energy to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of Cala Energy.  As of the date of this Agreement, there are not any outstanding contractual obligations of Cala Energy to repurchase, redeem or otherwise acquire any shares of capital stock of Cala Energy.
Authority; Execution and Delivery; Enforceability .  The execution and delivery by Cala Energy of this Agreement and the consummation by Cala Energy of the Transactions have been duly authorized and approved by the sole Director of Cala Energy and no other corporate proceedings on the part of Cala Energy are necessary to authorize this Agreement and the Transactions.  This Agreement constitutes a legal, valid and binding obligation of Cala Energy, enforceable against Cala Energy in accordance with the terms hereof.
No Conflicts; Consents .
(a)              The execution and delivery by Cala Energy of this Agreement does not, and the consummation of Transactions and compliance with the terms hereof will not, contravene, conflict with or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Cala Energy under, any provision of (i) the Cala Energy Charter or Cala Energy Bylaws, (ii) any material Contract to which Cala Energy is a party or to which any of its properties or assets is subject or (iii) subject to the filings and other matters referred to in Section 4.5(b), any material Order or material Law applicable to Cala Energy or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have an Cala Energy Material Adverse Effect.
-8-


(b)              Except for required filings with the SEC and applicable "Blue Sky" or state securities commissions (and, with respect to the name change, any filings to be made in Nevada and FINRA), n o Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Cala Energy in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.
Taxes .
(a)              Cala Energy has timely filed, or has caused to be timely filed on its behalf, all Tax Returns required to be filed by it, and all such Tax Returns are true, complete and accurate, except to the extent any failure to file, any delinquency in filing or any inaccuracies in any filed Tax Returns, individually or in the aggregate, have not had and would not reasonably be expected to have an Cala Energy Material Adverse Effect.  All Taxes shown to be due on such Tax Returns, or otherwise owed, have been timely paid, except to the extent that any failure to pay, individually or in the aggregate, has not had and would not reasonably be expected to have an Cala Energy Material Adverse Effect.
(b)              The most recent financial statements contained in the SEC Reports reflect an adequate reserve for all Taxes payable by Cala Energy (in addition to any reserve for deferred Taxes to reflect timing differences between book and Tax items) for all Taxable periods and portions thereof through the date of such financial statements.  No deficiency with respect to any Taxes has been proposed, asserted or assessed against Cala Energy, and no requests for waivers of the time to assess any such Taxes are pending, except to the extent any such deficiency or request for waiver, individually or in the aggregate, has not had and would not reasonably be expected to have an Cala Energy Material Adverse Effect.
(c)              There are no Liens for Taxes (other than for current Taxes not yet due and payable) on the assets of Cala Energy.  Cala Energy is not bound by any agreement with respect to Taxes.
Benefit Plans .  Cala Energy does not, and since its inception never has, maintained or contributed to any "employee pension benefit plans" (as defined in Section 3(2) of ERISA), "employee welfare benefit plans" (as defined in Section 3(1) of ERISA) or any other benefit plan for the benefit of any current or former employees, consultants, officers or directors of Cala Energy or any other bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer or director of Cala Energy.  As of the date of this Agreement, there are not any outstanding employment, consulting, indemnification, severance or termination agreements or arrangements between Cala Energy and any current or former employee, officer or director of Cala Energy, nor does Cala Energy have any general severance plan or policy.
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Litigation .  There is no Action against or affecting Cala Energy or any of its properties which (a) adversely affects or challenges the legality, validity or enforceability of either of this Agreement or the Shares or assumption and conversion of debt hereby or (b) could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in an Cala Energy Material Adverse Effect.  Neither Cala Energy nor any director or officer (in his or her capacity as such), is or has been the subject of any Action involving a claim or violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.
Compliance with Applicable Laws .  Cala Energy is in compliance with all applicable Laws, including those relating to occupational health and safety, the environment, export controls, trade sanctions and embargoes, except for instances of noncompliance that, individually and in the aggregate, have not had and would not reasonably be expected to have a Cala Energy Material Adverse Effect.  Cala Energy has not received any written communication during the past year from a Governmental Entity that alleges that Cala Energy is not in compliance in any material respect with any applicable Law.  This Section 4.9 does not relate to matters with respect to Taxes, which are the subject of Section 4.6.
Contracts .  Except as disclosed in the SEC Reports, there are no Contracts that are material to the business, properties, assets, condition (financial or otherwise), results of operations or prospects of Cala Energy taken as a whole.  Cala Energy is not in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Contract to which it is a party or to which it or any of its properties or assets is subject, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in an Cala Energy Material Adverse Effect.
Title to Properties .  Cala Energy has good title to, or valid leasehold interests in, all of its properties and assets used in the conduct of its businesses.  All such assets and properties, other than assets and properties in which Cala Energy has leasehold interests, are free and clear of all Liens, except for Liens that, in the aggregate, do not and will not materially interfere with the ability of Cala Energy to conduct business as currently conducted.  Cala Energy has complied in all material respects with the terms of all material leases to which it is a party and under which it is in occupancy, and all such leases are in full force and effect.  Cala Energy enjoys peaceful and undisturbed possession under all such material leases.
Intellectual Property .  Cala Energy does not own, nor is validly licensed nor otherwise has the right to use, any Intellectual Property Rights.  No claims are pending or, to the knowledge of Cala Energy, threatened that Cala Energy is infringing or otherwise adversely affecting the rights of any person with regard to any Intellectual Property Right.
Labor Matters .  There are no collective bargaining or other labor union agreements to which Cala Energy is a party or by which it is bound.  No material labor dispute exists or, to the knowledge of Cala Energy, is imminent with respect to any of the employees of Cala Energy.
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SEC Documents; Undisclosed Liabilities .
(a)              Cala Energy has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC since February 28, 2013, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, as the case may be (the " SEC Reports ").
(b)              As of its respective filing date, each SEC Report complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Report.
(c)              Except as set forth in the SEC Reports, Cala Energy has no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by U.S. generally accepted accounting principles to be set forth on a balance sheet of Cala Energy or in the notes thereto.  There are no material financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities) due after the date hereof.  All material liabilities of Cala Energy shall have been paid off and shall in no event remain liabilities of Cala Energy, LFC or the Shareholders following the Closing.
Transactions With Affiliates and Employees . Except as disclosed in the SEC Reports, none of the officers or directors of Cala Energy and, to the knowledge of Cala Energy, none of the employees of Cala Energy is presently a party to any transaction with Cala Energy (other than for services as employees, officers and directors), including any Contract or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of Cala Energy, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

Application of Takeover Protections . Cala Energy has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti‑takeover provision under the Cala Energy Charter or the laws of its state of incorporation that is or could become applicable to the Shareholders as a result of the Shareholders and Cala Energy fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Shares and the Shareholders' ownership of the Shares.

Absence of Certain Changes or Events . Except as disclosed in the SEC Reports, from the date of the most recent financial statements contained in the SEC Reports to the date of this Agreement, Cala Energy has conducted its business only in the ordinary course, and during such period there has not been:

(a)              any change in the assets, liabilities, financial condition or operating results of Cala Energy from that reflected in the financial statements contained in the SEC Reports, except changes in the ordinary course of business that have not caused, in the aggregate, an Cala Energy Material Adverse Effect;
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(b)              any damage, destruction or loss, whether or not covered by insurance, that would have an Cala Energy Material Adverse Effect;
(c)              any waiver or compromise by Cala Energy of a valuable right or of a material debt owed to it;
(d)              any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by Cala Energy, except in the ordinary course of business and the satisfaction or discharge of which would not have an Cala Energy Material Adverse Effect;
(e)              any material change to a material Contract by which Cala Energy or any of its assets is bound or subject;
(f)              any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(g)              any mortgage, pledge, transfer of a security interest in or lien created by Cala Energy with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair Cala Energy ownership or use of such property or assets;
(h)              any loans or guarantees made by Cala Energy to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;
(i)              any declaration, setting aside or payment or other distribution in respect of any of Cala Energy capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by Cala Energy;
(j)              any alteration of Cala Energy method of accounting or the identity of its auditors;
(k)              any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Cala Energy stock option plans; or
(l)              any arrangement or commitment by Cala Energy to do any of the things described in this Section 4.22.
Certain Registration Matters .  Cala Energy has not granted or agreed to grant to any person any rights (including "piggy‑back" registration rights) to have any securities of Cala Energy registered with the SEC or any other governmental authority that have not been satisfied.
Quotation and Maintenance Requirements .  Cala Energy is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with the requirements for continued quotation of the Cala Energy Stock on the trading market on which the Cala Energy Stock is currently quoted.  The issuance and sale of the Shares under this Agreement does not
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contravene the rules and regulations of the trading market on which the Cala Energy Stock are currently quoted, and no approval of the stockholders of Cala Energy is required for Cala Energy to issue and deliver to the Shareholders the Shares contemplated by this Agreement.

Disclosure .  The representations and warranties set forth in this Agreement are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
Information Supplied .  None of the information supplied or to be supplied by Cala Energy for inclusion in the Super 8-K will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
No Undisclosed Events, Liabilities, Developments or Circumstances .  No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to Cala Energy, or its businesses, properties, prospects, operations or financial condition, that would be required to be disclosed by Cala Energy under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by Cala Energy of its common stock and which has not been publicly announced or will not be publicly announced in the Super 8-K.
No Additional Agreements .  Cala Energy does not have any agreement or understanding with Shareholders with respect to the Transactions other than as specified in this Agreement.
ARTICLE V
Conditions to Closing
Conditions Precedent to Obligations of LFC and the Shareholders .  The obligations of the Shareholders and LFC to enter into and complete the Closing are subject, at the option of the Shareholders and LFC, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by LFC and its Shareholders in writing.
(a)              Representations and Covenants . The representations and warranties of Cala Energy contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.  Cala Energy shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Cala Energy on or prior to the Closing Date.  Cala Energy shall have delivered to the Shareholders and LFC a certificate, dated the Closing Date, to the foregoing effect.
(b)              [Omitted.] .
(c)              Consents .  All material consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by Cala Energy for the authorization, execution and delivery of this Agreement and the consummation by it of the Transactions shall have been obtained and made by Cala Energy, except where the failure to
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receive such consents, waivers, approvals, authorizations or orders or to make such filings would not have an Cala Energy Material Adverse Effect.
(d)              No Material Adverse Change .  There shall not have been any occurrence, event, incident, action, failure to act, or transaction since December 31, 2014 which has had or is reasonably likely to cause an Cala Energy Material Adverse Effect.
(e)              Post-Closing Capitalization .  At, and immediately after, the Closing, the authorized capitalization, and the number of issued and outstanding shares of the capital stock of Cala Energy, on a fully-diluted basis, as indicated on a schedule to be delivered by the Parties at or prior to the Closing, shall be acceptable to LFC and the Shareholders and, shall include 2,500,000 shares issued in the private placement and the 5,250,000 shares of Cala Energy Stock issued to the Convertible Note Holders upon conversion of the Convertible Notes held by them.
(f)              Satisfactory Completion of Due Diligence .  LFC and the Shareholders shall have completed their legal, accounting and business due diligence of Cala Energy and the results thereof shall be satisfactory to LFC and the Shareholders in their sole and absolute discretion.
(g)              SEC Reports .  Cala Energy shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date.
(h)              OTC Quotation .  Cala Energy common stock will be quoted on the OTCQB Marketplace maintained by OTC Markets Inc. (or such other market place within OTC Markets Inc. for which Cala Energy is eligible) and no reason shall exist as to why such status shall not continue immediately following the Closing.
(i)              DTC Eligibility .  Cala Energy shall have provided evidence reasonably satisfactory to that its common stock is eligible for the depository and book-entry services of The Depository Trust Company.
(j)              No Suspensions of Trading in Cala Energy Stock; Listing .  Trading in the Cala Energy Stock shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding Cala Energy) at any time since the date of execution of this Agreement, and the Cala Energy Stock shall have been at all times since such date listed for trading on a trading market.
(k)              Secretary's Certificate .  Cala Energy shall have delivered to LFC a certificate, signed by its Secretary, certifying that the attached copies of the Cala Energy Charter, Cala Energy Bylaws and resolutions of its Board of Directors approving this Agreement and the Transactions are all true, complete and correct and remain in full force and effect.
(l)              Good Standing Certificate .  Cala Energy shall have delivered to LFC a certificate of good standing of Cala Energy dated within five (5) business days of Closing, issued by the Secretary of State of Nevada.
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(m)              Resignations and Appointments .  Cala Energy shall have delivered to LFC (i) a Board consent appointing the following persons as officers and directors as of the Closing:
Name                                                                                                         Title
Terry Butler Director, Chief Financial Officer, Principal Financial Officer

Shaun Donnelly Director, Chief Executive Officer, Principal Executive Officer


(n)              Payoff Letters and Releases .  Cala Energy shall at closing, (i) satisfy and repay all obligations under the $36,000 of Notes (including interest), (ii) assume and simultaneously the Convertible Notes and simultaneously convert the same and issue all  5,250,000 shares of Cala Energy Stock to the Convertible Note Holders therefore in addition to any interest to be paid in cash or stock, at the discretion Cala Energy Board. Cala Energy shall have delivered to its stock transfer agent stock issuance instructions to issue all of the Cala Energy Stock to the Shareholders as well as the shares set forth in (ii) above.
Conditions Precedent to Obligations of Cala Energy .  The obligations of Cala Energy to enter into and complete the Closing is subject, at the option of Cala Energy, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by Cala Energy in writing.
(a)              Representations and Covenants .  The representations and warranties of the Shareholders and LFC contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.  The Shareholders and LFC shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders and LFC on or prior to the Closing Date.  LFC shall have delivered to Cala Energy a certificate, dated the Closing Date, to the foregoing effect.
(b)              Litigation .  No action, suit or proceeding shall have been instituted before any court or governmental or regulatory body or instituted or threatened by any governmental or regulatory body to restrain, modify or prevent the carrying out of the Transactions or to seek damages or a discovery order in connection with such Transactions, or which has or may have, in the reasonable opinion of Cala Energy, a materially adverse effect on the assets, properties, business, operations or condition (financial or otherwise) of LFC.
(c)              Consents .  All material consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by the Shareholders or LFC for the authorization, execution and delivery of this Agreement and the consummation by them of the Transactions, shall have been obtained and made by the Shareholders or LFC, except where the failure to receive such consents, waivers, approvals, authorizations or orders or to make such filings would not have a LFC Material Adverse Effect.
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(d)              No Material Adverse Change .  There shall not have been any occurrence, event, incident, action, failure to act, or transaction since the date of the LFC Financial Statements, which has had or is reasonably likely to cause a LFC Material Adverse Effect.
(e)              Post-Closing Capitalization .  At, and immediately after, the Closing, the authorized capitalization, and the number of issued and outstanding shares of the capital stock of Cala Energy as provided herein with no other shares or derivative securities issued.
(f)              Satisfactory Completion of Due Diligence .  Cala Energy shall have completed its legal, accounting and business due diligence of LFC and the Shareholders and the results thereof shall be satisfactory to Cala Energy in its sole and absolute discretion.
(g)              Secretary's Certificate . LFC shall have delivered to Cala Energy a certificate, signed by its Secretary (or authorized director or officer), certifying that the attached copies of the LFC Constituent Instruments and resolutions of the Board of Directors of LFC approving this Agreement and the Transactions are all true, complete and correct and remain in full force and effect.
(h)              Delivery of Audit Report and Financial Statements .  LFC shall have completed the LFC Financial Statements and shall have received an audit report from an independent audit firm that is registered with the Public Company Accounting Oversight Board.  The form and substance of the LFC Financial Statements shall be satisfactory to Cala Energy in its reasonable discretion.
(i)              Super 8-K .  LFC shall have provided Cala Energy with reasonable assurances that Cala Energy will be able to comply with its obligation to file the Super 8-K following the Closing containing the requisite financial statements of LFC and the requisite Form 10 related disclosure regarding LFC and its subsidiaries.
(j)              Share Transfer Documents .  Each Shareholder shall have delivered to Cala Energy certificate(s) representing its LFC Securities, accompanied by an executed instrument of transfer and bought and sold note for transfer by the Shareholders of its LFC Securities to Cala Energy.
ARTICLE VI
Covenants
Blue Sky Laws .  Cala Energy shall take any reasonable action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of the Cala Energy Stock in connection with this Agreement.
[Omitted.]

Fees and Expenses .  All fees and expenses incurred in connection with this Agreement shall be paid by the Party incurring such fees or expenses, whether or not this Agreement is
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consummated and following the Closing, Cala Energy shall not be responsible for any fees and expenses incurred by it or its officers, directors or security holders in connection with the Transactions contemplated by this Agreement.
ARTICLE VII
Miscellaneous
Notices .  All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given upon receipt by the Parties at the following a If to Cala Energy before the Closing, to:

777 South post Oak Lane
One Riverway, Suite 1700, PMB # 1554
Houston, Texas 77056
Attention: Terry Butler

With a copy to:

c/o CKR Law, LLP
1330 Avenue of the Americas
New York, NY 10019
Attention: Mark Crone, Esq.
Facsimile: 212-400-6901

If to LFC or Cala Energy after the Closing, to:

c/o Lingerie Fighting Championships, Inc.,
6955N. Durango Dr., Suite 1115-129    Las Vegas, NV 89149



Attention: Shaun Donnelly
Facsimile: 702-462-6026

If to the Shareholders, at their respective addresses on the books and records of LFC.

Amendments; Waivers; No Additional Consideration .  No provision of this Agreement may be waived or amended except in a written instrument signed by LFC, Cala Energy and Shareholders holding a majority in interest of the LFC Securities measured based upon the number of Shares they are expected to receive at the Closing.  No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.  No consideration shall be offered or paid to any Shareholders to amend or consent to a waiver or
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modification of any provision of any Transaction Document unless the same consideration is also offered to all Shareholders s then holding the Shares.
Replacement of Securities .  If any certificate or instrument evidencing any Shares, Notes or Convertible Notes, is mutilated, lost, stolen or destroyed, Cala Energy shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to Cala Energy of such loss, theft or destruction and customary and reasonable indemnity, if requested.  The applicants for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Shares.  If a replacement certificate or instrument evidencing any Shares is requested due to a mutilation thereof, Cala Energy may require delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a replacement.
Remedies .  In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Shareholders, Cala Energy and Shareholders will be entitled to specific performance under this Agreement.  The Parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.
Independent Nature of Shareholders' Obligations and Rights .  The obligations of each Shareholder under this Agreement are several and not joint with the obligations of any other Shareholders, and no Shareholder shall be responsible in any way for the performance of the obligations of any other Shareholder under this Agreement or for the accuracy of any representation or warranty of any other Shareholder under this Agreement.  The decision of each Shareholder to acquire the Shares pursuant to this Agreement has been made by such Shareholder independently of any other Shareholder after due inquiry.  Nothing contained herein, and no action taken by any Shareholder pursuant hereto, shall be deemed to constitute the Shareholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Shareholders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated herein.  Each Shareholder acknowledges that no other Shareholder has acted as agent for such Shareholder in connection with making its investment hereunder and that no Shareholder will be acting as agent of such Shareholder in connection with monitoring its investment in the Shares or enforcing its rights under this Agreement.  Each Shareholder shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Shareholder to be joined as an additional party in any proceeding for such purpose.  Each of LFC and Cala Energy acknowledges that each of the Shareholders has been provided with this same Agreement for the purpose of closing a transaction with multiple Shareholders and not because it was required or requested to do so by any Shareholder.
Limitation of Liability .  Notwithstanding anything herein to the contrary, each of Cala Energy and LFC acknowledges and agrees that the liability of a Shareholders arising directly or indirectly, under any Transaction Document of any and every nature whatsoever shall be satisfied solely out of the assets of such Shareholders, and that no trustee, officer, other investment vehicle or any other affiliate of such Shareholder or any investor, shareholder or
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holder of shares of beneficial interest of such Shareholder shall be personally liable for any liabilities of such Shareholder.
Interpretation .  When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated.  Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation".
Severability .  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any Party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Transactions are fulfilled to the extent possible.
Counterparts; Facsimile Execution .  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties.  Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.
Entire Agreement; Third Party Beneficiaries .  This Agreement (a) constitutes the entire agreement and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the Transactions and (b) is not intended to confer upon any person other than the Parties any rights or remedies.
Governing Law .  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof, except to the extent the laws of Nevada are mandatorily applicable to the Transactions.
Assignment .  Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the Parties without the prior written consent of each of the other Parties.  Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.

[ Signature Page Follows ]
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[Counter Part Signature Page to Share Exchange Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Share Exchange Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

CALA ENERGY CORP.


By: /s/ Terry Butler
Name: Terry Butler
Title: President


LINGERIE FIGHTING CHAMPIONSHIPS, INC.


By: /s/ Shaun Donnelly
Name: Shaun Donnelly
Title: Chief Executive Officer

Shareholders Inclusive of Convertible Note Holders (copy as necessary for each):


Signature block for individuals :                                                                                                                                                                          
Printed Name of Individual

                                                                                    
Signature of Individual

____________________________________
No. Shares or Principal Amount of Note


Signature block for entities :                                                                                                                                                                                        
Printed Name of Entity


By:                                                                                    


Name:                                                                                    


Title:                                                                                    
 



ANNEX B
Definitions

" Action " means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or threatened in writing before or by any court, arbitrator, governmental or administrative agency, regulatory authority (federal, state, county, local or foreign), stock market, stock exchange or trading facility.

" LFC Constituent Instruments " means the articles or certificate of incorporation and by laws, each as amended to date of LFC and such other constituent instruments of LFC as may exist, each as amended to the date of this Agreement.

" Consent " means any material consent, approval, license, permit, order or authorization.

" Contract " means any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument.

" Exchange Act " means the Securities Exchange Act of 1934, as amended.

" Governmental Entity " means any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign.

" Intellectual Property Right " means any patent, patent right, trademark, trademark right, trade name, trade name right, service mark, service mark right, copyright and other proprietary intellectual property right and computer program.

" Law " means any statute, law, ordinance, rule, regulation, order, writ, injunction, judgment, or decree.

" Lien " means any lien, security interest, pledge, equity and claim of any kind, voting trust, stockholder agreement and other encumbrance.

" Cala Energy   Bylaws " means the Bylaws of Cala Energy, as amended to the date of this Agreement.

" Cala Energy Charter " means the Articles of Incorporation of Cala Energy, as amended to the date of this Agreement.

" Cala Energy Disclosure Letter " means the letter delivered from Cala Energy to LFC concurrently herewith.

" SEC " means the Securities and Exchange Commission.
 


" Securities Act " means the Securities Act of 1933, as amended.

" Taxes " means all forms of taxation, whenever created or imposed, and whether of the United States or elsewhere, and whether imposed by a local, municipal, governmental, state, foreign, federal or other Governmental Entity, or in connection with any agreement with respect to Taxes, including all interest, penalties and additions imposed with respect to such amounts.

" Tax Return " means all federal, state, local, provincial and foreign Tax returns, declarations, statements, reports, schedules, forms and information returns and any amended Tax return relating to Taxes.

" Transaction Documents " means this Agreement and any other documents or agreements executed in connection with the Transactions.



 
Exhibit 2.2
 
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER, dated as of April 1, 2015, is entered into by and between CALA ENERGY CORP ., a Nevada corporation (" Parent" or "Surviving Corporation ") and LINGERIE FIGHTING CHAMPIONSHIPS, INC. , a Nevada corporation (" LFC ").
RECITALS
A. LFC is a wholly-owned subsidiary of the Parent;
B. The boards of directors of Parent and LFC deem it advisable and in the best interests of their respective companies and shareholders that LFC be merged with and into Parent, with Parent remaining as the surviving corporation under the name " LINGERIE FIGHTING CHAMPIONSHIPS, INC ."
C. The board of directors of LFC has approved the plan of merger embodied in this Agreement; and
D. The board of directors of Parent has approved the plan of merger embodied in this Agreement.
In consideration of the mutual agreements and covenants set forth herein, the parties hereto do hereby agree to merge on the terms and conditions herein provided, as follows:
AGREEMENT
1.              THE MERGER
1.1              The Merger .  Upon the terms and subject to the conditions hereof, on the Effective Date (as hereinafter defined), LFC shall be merged with and into the Parent in accordance with the applicable laws of the State of Nevada (the " Merger ").  The separate existence of LFC shall cease, and Parent shall be the surviving corporation under the name "Lingerie Fighting Championships, Inc." and shall be governed by the laws of the State of Nevada.
1.2              The Effective Date .  The Merger shall become effective on the date and at the time (the " Effective Date ") that:
(a)              the Articles of Merger, pursuant to NRS 92A.200 (the " Articles of Merger ") in substantially the form previously circulated among the Board of Directors of the Parent and LFC that the parties hereto intend to deliver to the Secretary of State of the State of Nevada, are accepted and declared effective by the Secretary of State of the State of Nevada; and
(b)              after satisfaction of the requirements of the laws of the State of Nevada.
1.3              Articles of Incorporation .  On the Effective Date, the Articles of Incorporation of the Surviving Corporation, as amended and, in effect immediately prior to the Effective Date, shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation except that Article 1
of the Articles of Incorporation of the Parent, as the Surviving Corporation, shall be amended to state that the name of the corporation is "Lingerie Fighting Championships, Inc."
1.4              Bylaws .  On the Effective Date, the Bylaws of Parent, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the bylaws of the Surviving Corporation.
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1.5              Directors and Officers .  The directors and officers of the Parent immediately prior to the Effective Date shall be the directors and officers of the Surviving Corporation, until their successors shall have been duly elected and qualified or until otherwise provided by law, the Articles of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation.
2.              CONVERSION OF SHARES
2.1              Common Stock of Parent .  Upon the Effective Date, each share of Parent's common stock, par value of $0.001 per share (the " Parent Stock "), issued and outstanding immediately prior to the Effective Date shall remain unaffected.
2.2              Common Stock of LFC .  Upon the Effective Date, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock of LFC, par value of $0.0001 per share, issued and outstanding immediately prior to the Effective Date shall be cancelled.
2.3              Exchange of Certificates .  Each person who becomes entitled to receive any Parent Stock by virtue of the Merger shall be entitled to receive from the Surviving Corporation a certificate or certificates representing the number of Survivor Stock to which such person is entitled as provided herein.
3.              EFFECT OF THE MERGER
3.1              Rights, Privileges, Etc .  On the Effective Date of the Merger, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of Parent and LFC; all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of Parent and LFC on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed; title to any real estate, or any interest therein vested in Parent or LFC, shall not revert or in any way be impaired by reason of this merger; and all of the rights of creditors of Parent and LFC shall be preserved unimpaired, and all liens upon the property of Parent or LFC shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall thenceforth remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it.
3.2              Further Assurances .  From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of LFC such deeds and other instruments, and there shall be taken or caused to be taken by it such further other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of LFC and otherwise to carry out the purposes of this
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Agreement, and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of LFC or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.
4.              GENERAL
4.1              Abandonment .  This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by mutual written agreement of Parent and LFC.
4.2              Amendment .  At any time prior to the Effective Date, this Agreement may be amended or modified in writing by the board of directors of both Parent and LFC.
4.3              Governing Law .  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada.
4.4              Counterparts .  In order to facilitate the filing and recording of this Agreement, the same may be executed in any number of counterparts, each of which shall be deemed to be an original.
4.5              Electronic Means .  Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date hereof.
IN WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement as of the date set forth above.
CALA ENERGY CORP.


By: /s/ Shaun Donnelly
Name: Shaun Donnelly
Title: President


LINGERIE FIGHTING CHAMPIONSHIPS, INC.


By: /s/ Shaun Donnelly
Name: Shaun Donnelly
Title: President
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Exhibit 2.3
 

 

 

 

 

 

 
 
 
 
 
 

 
Exhibit 4.1
 
 
THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS.  THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
 
Principal Amount: [$______]
Issue Date:  February 2, 2015
 

LINGERIE FIGHTING CHAMPOINSHIPS, INC.

5% CONVERTIBLE PROMISSORY NOTE

             FOR VALUE RECEIVED, LINGERIE FIGHTING CHAMPIONSHIPS, INC. , a corporation organized under the laws of the State of Nevada (hereinafter called " Borrower " or the " Company "), hereby promises to pay [ _] , or his permitted registered assigns or successors in interest or order (the " Holder "), without demand, the sum of   [___________________________ (US$______) ] (the " Principal Amount "), with simple interest at the annual rate of five percent (5%) on the Maturity Date (as hereinafter defined) if and to the extent not sooner paid or converted.  The "Maturity Date " of this Note shall be September 31, 2015 subject to acceleration as provided in Section 2 hereof.  This Note (the " Note ") may be repaid early upon 30 business days advance notice to the Borrower.  This Note is convertible into the Company's Common Stock (the " Conversion Shares ") at a conversion price of $.001 per share (the " Conversion Price ") (subject to adjustment, as provided herein).

This Note is one of several separate identical Notes issued at or about the date hereof, for an aggregate principal amount of $5,250, convertible into an aggregate of 5,250,000 Conversion Shares of the Company (or its successor in interest) all of which shall be repaid and converted and treated pari pasu with one another and senior in priority and repayment to all other notes or similar debts of the Borrower, unless agreed to otherwise by the Holder(s) thereof.  This Note is a senior obligation of the Borrower, and constitutes an unconditional obligation of Borrower for the payment of money. The following terms shall apply to this Note:

ARTICLE I
INTEREST

1.1.                Interest Rate .   Interest on this Note shall be simple interest and accrue at the annual rate of five percent (5%) per annum.  Interest will be payable on the Maturity Date, accelerated or otherwise, at which time the Principal Amount and remaining accrued but unpaid interest shall be due and payable, or sooner as described below.  All computations of interest payable hereunder shall be on the basis of a 365-day year and actual days elapsed in the period for which such interest is payable. Accrued interest on the outstanding Principal Amount shall be due and payable on the Maturity Date in cash.

1.2.                Default Interest Rate .  Following the occurrence and during the continuance of an Event of Default (as defined below), which, if susceptible to cure is not cured within the cure periods (if any) set forth in Article II , otherwise then commencing from the end of the applicable cure period the annual interest rate on this Note shall (subject to the limitations set forth in Section 3.7) be the lesser of ten percent (10%) per annum or the highest rate permissible by law, and be due on demand.
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1.2.                Note shall (subject to the limitations set forth in Section 3.7) be the lesser of ten percent (10%) per annum or the highest rate permissible by law, and be due on demand.

ARTICLE II

CONVERSION RIGHTS

2.1.              Holder's Conversion Rights . This Note may be mandatorily converted in the event of a merger, acquisition, share exchange or similar combination between the Company and a publicly reporting and trading corporation (the "Acquiror") with the shareholders of the Company, including the Holder, becoming the controlling shareholders of such acquiring company (a "Merger") or voluntarily converted at the discretion of the Holders in the event of a Default.

2.2.              Mechanics of Holder's Conversion .

(a)              In the event that the Holder elects to convert after a Default, any amounts outstanding under this Note into Common Stock the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a " Notice of Conversion ") substantially in form as annexed as Exhibit A hereto,  together with the Holder's original Note to the Company, which Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest.  On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount and accrued and unpaid interest, shall issued a replacement Note therefor, and shall deliver such replacement Note to the Holder in accordance with the requirements of the Purchase Agreement.

(b)              In the event of a Merger, this Note shall, without the requirement of any notice to any party or any action by any party,  be deemed automatically assumed and converted into shares of the Acquiror into such number of shares of the acquiring company as the Holder would have received had he/she/it converted immediately prior to the Closing of the Merger.

(c)              No fractional Conversion Shares shall be issued upon conversion of this Note. Instead of any fractional shares that would otherwise be issuable upon conversion of this Note, the Company shall pay a cash adjustment in respect of such fractional share in an amount equal to the same fraction of the Voluntary Conversion Price or Mandatory Conversion Price then in effect.

2.3.              Adjustments to Conversion Price .

(a)              The number of Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the Principal Amount and interest to be converted, if any, by the then applicable Voluntary Conversion Price or Mandatory Conversion Price.

             (b)              The Voluntary Conversion Price or Mandatory Conversion Price, as applicable, and number and kind of shares or other securities to be issued upon conversion shall be subject upon the happening of certain events while this conversion right remains outstanding, as follows:

i.              Merger, Sale of Assets, etc .  If (A) the Company effects any merger or  consolidation of the Company with or into another entity, (B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions,  (C) any tender offer or exchange offer (whether by the Company or another entity) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, (D) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more persons or entities whereby such other persons or entities acquire more than the 50% of the outstanding Common Stock (not including any shares of Common Stock held by such other persons or entities making or party to, or associated or affiliated with the other persons or entities making or party to, such stock purchase agreement or other
2

business combination), (E) any "person" or "group" (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act) is or shall become the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate Common Stock of the Company, or (F) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental  Transaction"), this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to convert into such number and kind of shares or other securities and property as would have been issuable or distributable on account of such Fundamental Transaction, upon or with respect to the securities subject to the conversion right immediately prior to such Fundamental Transaction.  The foregoing provision shall similarly apply to successive Fundamental Transactions of a similar nature by any such successor or purchaser.  Without limiting the generality of the foregoing, the anti-dilution provisions of this Section shall apply to such securities of such successor or purchaser after any such Fundamental Transaction.

ii.              Reclassification, etc .  If the Company at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes, this Note, as to the unpaid principal portion hereof and accrued interest hereon, shall thereafter be deemed to evidence the right to convert into an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock immediately prior to such reclassification or other change.

iii.              Stock Splits, Combinations and Dividends .  If the Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, or if a dividend is paid on the Common Stock by issuance of Common Stock, the Voluntary Conversion Price or the Mandatory Conversion Price, as applicable, shall be proportionately reduced in case of subdivision of shares or stock dividend or proportionately increased in the case of combination of shares, in each such case by the ratio which the total number of Common Stock outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately prior to such event.

(c)              Whenever a conversion price, whether a Voluntary Conversion Price or Mandatory Conversion Price, is adjusted pursuant to this Section 2.3, the Company shall promptly mail to the Holder a notice setting forth the Voluntary Conversion Price or Mandatory Conversion Price after such adjustment and setting forth a statement of the facts requiring such adjustment.

2.5              Issuance of Replacement Note .  Upon any loss or destruction of this Note, a replacement Note containing the same date and provisions of this Note shall be issued by the Company to the Holder for the outstanding Principal Amount of this Note and accrued interest which shall not have been converted or paid.

ARTICLE III
EVENTS OF DEFAULT

The occurrence of any of the following events of default (each, an " Event of Default ") shall, at the option of the Holder hereof, make all sums of principal and interest then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable, upon demand, without presentment, or grace period, all of which hereby are expressly waived, except as set forth below:

3.1              Failure to Pay Principal or Interest .  The Borrower fails to pay any the Principal Amount, interest or other sum due under this Note when due (including, without limitation, failure to repay the Note and interest in full upon the happening of a Qualified Offering),  and such failure continues for a period of five (5) calendar days after receipt by the Borrower of written notice of such default.

3.2              Breach of Covenant .  The Borrower materially breaches any covenant or other term or condition of this Note in any material respect and such breach, if subject to cure, continues for a period of 10 business days after written notice to the Borrower from the Holder .
 
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3.3              Breach of Representations and Warranties .  Any material representation or warranty of the Borrower made herein or in its reports as filed with the Securities and Exchange Commission, shall be false or misleading in any material respect as of the Issue Date, except to the extent such representation or warranty is made as of a different date in which case such representation or warranty shall have been false or misleading in any material respect as of such date.

3.4              Receiver or Trustee .  The Borrower or any subsidiary of Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for them or for a substantial part of their property or business; or such a receiver or trustee shall otherwise be appointed and not dismissed within 30 calendar days.

3.5              Judgments .  Any money judgment, writ or similar final process shall be entered or filed against Borrower or any subsidiary of Borrower or any of their property or other assets for more than $25,000 and shall remain unvacated, unbonded, unappealed, unsatisfied, or unstayed for a period of 30 calendar days.

3.6              Non-Payment .   A default by the Borrower under any one or more obligations (including, without limitation, any office lease or pre-existing loan currently outstanding) in an aggregate monetary amount in excess of $10,000 for more than 30 calendar days after the due date, unless the Borrower is contesting the validity of such obligation in good faith and has segregated cash funds equal to not less than one-half of the contested amount.

3.7              Bankruptcy .  Bankruptcy, insolvency, reorganization, or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law, or the issuance of any notice in relation to such event, for the relief of debtors shall be instituted by or against the Borrower or any Subsidiary of Borrower and if instituted against them are not dismissed within 60 calendar days of initiation.

3.8              Sale of Assets;Acquisisiton of Business . A disposition of all or substantially all of the assets of the Borrower, change in the business of the Borrower or acquisition of assets by the Borrower resulting in a material change in its business.

3.9              Use of Proceeds . Proceeds of this Note not being utilized substantially in accordance with the intended uses agreed to by the parties in writing, and for no other purposes.

In the event of Default, and in addition to any other remedies at law or in equity, the Holder may elect to convert all or a portion of the Note and enforce in collection the remaining part of this Note by its terms.

ARTICLE IV
MISCELLANEOUS

4.1              Failure or Indulgence Not Waiver .  No failure or delay on the part of Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.  All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

4.2              Notices All notices and other communications required or permitted hereunder shall be in writing and shall be effective when delivered personally, provided that a copy is mailed by registered mail, return receipt requested, or when received by the addressee, if sent by Express Mail, Federal Express or other express delivery service (receipt requested) in each case to the appropriate address set forth below:

If to the Borrower:                         Lingerie Fighting Championships, Inc.
 
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                                                Attention:  Shaun Donnelly
eMail:   shaun@lingeriefc.com


                           If to the Purchaser:


With a copy to:                                 Mark Crone, Esq.
CKR Law, LLP
1330 Avenue of the Americas
New York, New York 10019
Fax:212-400-6901


4.3              Amendment Provision .  The term "Note" and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented or reissued, then as so amended or supplemented or reissued.

4.4              Assignees This Note, and the conversion rights described herein, shall not be assignable by the Holder without the prior written consent of the Borrower, which shall not be unreasonably withheld. Subject to the restrictions of the preceding sentence, the rights and obligations of the Borrower and the Holder shall be binding upon and benefit the successors, assign, heirs, administrators and transferees of the parties.

4.5              Cost of Collection .  In the event that Holder is required to take legal or other action to enforce its rights or obtain collection under this Note,  Borrower shall pay the Holder hereof all costs of collection, or enforcement of the terms hereof, including attorneys' fees.

4.6              Governing Law .  This Note shall be governed by and construed in accordance with the laws of the State of New York.  Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the State Supreme Court of the State of New York, County of New York.  Both parties and the individual signing this Agreement on behalf of the Borrower agree to submit to the jurisdiction of such courts.   The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs.  In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or unenforceability of any other provision of this Note.  THE PARTIES IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY.

4.7              Maximum Payments . Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law.  In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law (such as, without limitation, the usury laws), any payments in excess of such maximum shall be credited against amounts owed by the Borrower to the Holder and thus refunded to the Borrower, or if no further amounts are owed by the Borrower to the Holder, shall be refunded to the Borrower.  Borrower hereby irrevocable consents to the reformation of this Note, as may be necessary by a court of law, so as to enable enforcement of this Note pursuant to summary judgment or summary proceeding.  For avoidance of doubt, in the event that, for any reason, a finding by a court having jurisdiction over this Note is made that limits enforceability as a result of excessive interest or other origination or investment banking fees pursuant to the laws of any jurisdiction, then, such defense shall not be deemed to bar a summary proceeding or summary judgment on the Note but rather, the Note shall be fully and absolutely enforceable as to all principal and, the court having jurisdiction shall, after an inquest, have power to reform the Note so as to reduce interest amount to such amount as is immediately enforceable pursuant to summary judgment or summary proceeding and grant such award, plus any legal or enforcement fees of Holder(s).
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4.8.              Construction and Enforcement . Each party acknowledges that its legal counsel participated in the preparation of this Note and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Note to favor any party against the other. This Note reflects an investment made by Holder or its assignor to the Borrower.  This Note is intended as, and shall be deemed an unconditional obligation of Borrower for the payment of money only and, without limitation to any other remedies of Holder (such as, without limitation, summary judgment after initiation of a proceeding, or equitable remedies), shall be enforceable against Borrower by summary proceeding pursuant to New York Civil Procedure Law and Rules Section 3213 or any similar rule or statute in the jurisdiction where enforcement is sought.  For purposes of such rule or statute, any other document or agreement to which Holder and Borrower are parties or which Borrower delivered to Holder, which may be convenient or necessary to determine Holder's rights hereunder or Borrower's obligations to Holder are deemed a part of this Note, whether or not such other document or agreement was delivered together herewith or was executed apart from this Note.

4.9              Redemption/Conversion .  (a) This Note may be prepaid by the Borrower, in whole or in part, at any time and from time to time, without premium or penalty, upon 20 days' prior written notice to the Holder, provided, however, that in the event of a pre-payment, the Note shall become convertible during the foregoing 20 day period.

4.10              Issuance of Replacement Note .  Upon any loss or destruction of this Note, a replacement Note containing the same date and provisions of this Note shall be issued by the Company to the Holder for the outstanding Principal Amount of this Note and accrued interest which shall not have been converted or paid .

4.11              Representations and Warranties; Due Authority .  The Borrower warrants and represents that: (i) the Borrower has the due authority to enter into, issue and perform its obligations under this Note, (ii) the entry into this Note has been duly authorized by the board of directors of the Borrower and all and all corporate actions and consents (including third party consents) necessary for the execution, delivery and performance by Borrower of its obligations hereunder have been obtained, (iii) the issuance by the Borrower of this Note does not conflict with or result in a default under, the Borrower's Articles of Incorporation, as amended and restated to date (including any certificates of designation thereto), its By-laws or any shareholders agreement to which it is a party or any other agreement to which the Borrower is a party or order that it is subject to.  This Note is fully enforceable against the Borrower.

4.12              Non-Business Days .  Whenever any payment or any action to be made shall be due on a Saturday, Sunday or a public holiday under the laws of the State of New York, such payment may be due or action shall be required on the next succeeding business day and, for such payment, such next succeeding day shall be included in the calculation of the amount of accrued interest payable on such date.

[Signature pages follow]
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IN WITNESS WHEREOF , Borrower has caused this Note to be signed in its name by an authorized officer as of the 2nd day of February 2015.


LINGERIE FIGHTING CHAMPIONSHIPS, INC.




By:________________________________
Name: Shaun Donnelly
Title:  CEO




[Signature Page to 5% Convertible Promissory Note of Lingerie Fighting Championships, Inc.]



7
Exhibit 4.2
 
 
THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS.  THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $_________
Issue Date:  December 24, 2014

CALA ENERGY CORP.

10% SENIOR PROMISSORY NOTE

             FOR VALUE RECEIVED, CALA ENERGY CORP. , a corporation organized under the laws of the State of Nevada (hereinafter called " Borrower " or the " Company "), hereby promises to pay [_________] ,or his permitted registered assigns or successors in interest or order (the " Holder "), without demand, the sum of   Twelve Thousand Dollars (US$_______) (the " Principal Amount "), with simple interest at the annual rate of ten percent (10%) on the Maturity Date (as hereinafter defined) if and to the extent not sooner paid or converted.  The "Maturity Date " of this Note shall be the date that is the earlier of (i) December 31, 2015 or (ii) the closing of any debt, equity or derivative financing with gross proceeds to the Borrower of $200,000 of greater (a " Qualified Offering ")  subject to early repayment or acceleration as provided in Section 2 hereof.

This Note is one of three separate identical Notes issued at or about the date hereof, for an aggregate principal amount of $36,000 all of which shall be repaid and treated pari pasu with one another and ssenior in priority and repayment to all other notes or similar debts of the Borrower, unless agreed to otherwise by the Holder(s) thereof.  This Note is a senior obligation of the Borrower, and constitutes an unconditional obligation of Borrower for the payment of money. The following terms shall apply to this Note:

ARTICLE I
INTEREST
 
1.1.                Interest Rate .   Interest on this Note shall be simple interest and accrue at the annual rate of ten percent (10%) per annum.  Interest will be payable on the Maturity Date, accelerated or otherwise, at which time the Principal Amount and remaining accrued but unpaid interest shall be due and payable, or sooner as described below.  All computations of interest payable hereunder shall be on the basis of a 365-day year and actual days elapsed in the period for which such interest is payable. Accrued interest on the outstanding Principal Amount shall be due and payable on the Maturity Date in cash.
1.2.                Default Interest Rate .  Following the occurrence and during the continuance of an Event of Default (as defined below), which, if susceptible to cure is not cured within the cure periods (if any) set forth in Article II , otherwise then commencing from the end of the applicable cure period the annual interest rate on this Note shall (subject to the limitations set forth in Section 3.7) be the lesser of ten percent (18%) per annum or the highest rate permissible by law, and be due on demand.

ARTICLE II
EVENTS OF DEFAULT
1

EVENTS OF DEFAULT

The occurrence of any of the following events of default (each, an " Event of Default ") shall, at the option of the Holder hereof, make all sums of principal and interest then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable, upon demand, without presentment, or grace period, all of which hereby are expressly waived, except as set forth below:

2.1              Failure to Pay Principal or Interest .  The Borrower fails to pay any the Principal Amount, interest or other sum due under this Note when due (including, without limitation, failure to repay the Note and interest in full upon the happening of a Qualified Offering),  and such failure continues for a period of five (5) calendar days after receipt by the Borrower of written notice of such default.

2.2              Breach of Covenant .  The Borrower materially breaches any covenant or other term or condition of this Note in any material respect and such breach, if subject to cure, continues for a period of 10 business days after written notice to the Borrower from the Holder .

2.3              Breach of Representations and Warranties .  Any material representation or warranty of the Borrower made herein or in its reports as filed with the Securities and Exchange Commission, shall be false or misleading in any material respect as of the Issue Date, except to the extent such representation or warranty is made as of a different date in which case such representation or warranty shall have been false or misleading in any material respect as of such date.

2.4              Receiver or Trustee .  The Borrower or any subsidiary of Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for them or for a substantial part of their property or business; or such a receiver or trustee shall otherwise be appointed and not dismissed within 30 calendar days.

2.5              Judgments .  Any money judgment, writ or similar final process shall be entered or filed against Borrower or any subsidiary of Borrower or any of their property or other assets for more than $25,000 and shall remain unvacated, unbonded, unappealed, unsatisfied, or unstayed for a period of 30 calendar days.

2.6              Non-Payment .   A default by the Borrower under any one or more obligations (including, without limitation, any office lease or pre-existing loan currently outstanding) in an aggregate monetary amount in excess of $10,000 for more than 30 calendar days after the due date, unless the Borrower is contesting the validity of such obligation in good faith and has segregated cash funds equal to not less than one-half of the contested amount.

2.7              Bankruptcy .  Bankruptcy, insolvency, reorganization, or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law, or the issuance of any notice in relation to such event, for the relief of debtors shall be instituted by or against the Borrower or any Subsidiary of Borrower and if instituted against them are not dismissed within 60 calendar days of initiation.

2.8              Sale of Assets;Acquisisiton of Business . A disposition of all or substantially all of the assets of the Borrower, change in the business of the Borrower or acquisition of assets by the Borrower resulting in a material change in its business.

2.9              Use of Proceeds . Proceeds of this Note not being utilized substantially in accordance with the intended uses agreed to by the parties in writing, and for no other purposes.

2.10              Delisting of Common Stock .   The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTCBB, the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange, the Archipelago Exchange, or the American Stock Exchange, or shall fail to comply in all material responses with the reporting requirements of the Securities Act of 1933, as amended,  or Securities and Exchange Act of 1934, as amended.
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         2.11                Stop Trade .  An SEC/FINRA or judicial stop trade order or other market trading suspension that lasts for five or more consecutive trading days.

ARTICLE III
MISCELLANEOUS

3.1              Failure or Indulgence Not Waiver .  No failure or delay on the part of Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.  All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

3.2              Notices All notices and other communications required or permitted hereunder shall be in writing and shall be effective when delivered personally, provided that a copy is mailed by registered mail, return receipt requested, or when received by the addressee, if sent by Express Mail, Federal Express or other express delivery service (receipt requested) in each case to the appropriate address set forth below:

If to the Borrower:                          Cala Energy Corp.
777 South Post Oak Lane
One Riverway, Suite 1700, PMB 1554
Houston Texas 77056
Attention:
Fax:

             With a copy to:                                            ________________
                                                                                                ________________
                                                                                                ________________
                                                                                                ________________
                                                                                                 Attention:  _______________, Esq.

                           If to the Purchaser:
c/o_________________
___________________
___________________
Fax:
eMail:

With a copy to:                                 Mark Crone, Esq.
CKR Law, LLP
1330 Avenue of the Americas
New York, New York 10019
Fax:212-400-6901


3.3              Amendment Provision .  The term "Note" and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented or reissued, then as so amended or supplemented or reissued.

3.4              Assignees This Note, and the conversion rights described herein, shall not be assignable by the Holder without the prior written consent of the Borrower, which shall not be unreasonably withheld. Subject to the restrictions of the preceding sentence, the rights and obligations of the Borrower and the Holder shall be binding upon and benefit the successors, assign, heirs, administrators and transferees of the parties.
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3.5              Cost of Collection .  In the event that Holder is required to take legal or other action to enforce its rights or obtain collection under this Note,  Borrower shall pay the Holder hereof all costs of collection, or enforcement of the terms hereof, including attorneys' fees.

3.6              Governing Law .  This Note shall be governed by and construed in accordance with the laws of the State of New York.  Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the State Supreme Court of the State of New York, County of New York.  Both parties and the individual signing this Agreement on behalf of the Borrower agree to submit to the jurisdiction of such courts.   The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs.  In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or unenforceability of any other provision of this Note.  THE PARTIES IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY.

3.7              Maximum Payments . Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law.  In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law (such as, without limitation, the usury laws), any payments in excess of such maximum shall be credited against amounts owed by the Borrower to the Holder and thus refunded to the Borrower, or if no further amounts are owed by the Borrower to the Holder, shall be refunded to the Borrower.  Borrower hereby irrevocable consents to the reformation of this Note, as may be necessary by a court of law, so as to enable enforcement of this Note pursuant to summary judgment or summary proceeding.  For avoidance of doubt, in the event that, for any reason, a finding by a court having jurisdiction over this Note is made that limits enforceability as a result of excessive interest or other origination or investment banking fees pursuant to the laws of any jurisdiction, then, such defense shall not be deemed to bar a summary proceeding or summary judgment on the Note but rather, the Note shall be fully and absolutely enforceable as to all principal and, the court having jurisdiction shall, after an inquest, have power to reform the Note so as to reduce interest amount to such amount as is immediately enforceable pursuant to summary judgment or summary proceeding and grant such award, plus any legal or enforcement fees of Holder(s).

3.8.              Construction and Enforcement . Each party acknowledges that its legal counsel participated in the preparation of this Note and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Note to favor any party against the other. This Note reflects an investment made by Holder or its assignor to the Borrower.  This Note is intended as, and shall be deemed an unconditional obligation of Borrower for the payment of money only and, without limitation to any other remedies of Holder (such as, without limitation, summary judgment after initiation of a proceeding, or equitable remedies), shall be enforceable against Borrower by summary proceeding pursuant to New York Civil Procedure Law and Rules Section 3213 or any similar rule or statute in the jurisdiction where enforcement is sought.  For purposes of such rule or statute, any other document or agreement to which Holder and Borrower are parties or which Borrower delivered to Holder, which may be convenient or necessary to determine Holder's rights hereunder or Borrower's obligations to Holder are deemed a part of this Note, whether or not such other document or agreement was delivered together herewith or was executed apart from this Note.

3.9              Redemption .  This Note may be prepaid by the Borrower, in whole or in part, at any time and from time to time, without premium or penalty, upon 15 days' prior written notice to the Holder.

3.10              Issuance of Replacement Note .  Upon any loss or destruction of this Note, a replacement Note containing the same date and provisions of this Note shall be issued by the Company to the Holder for the outstanding Principal Amount of this Note and accrued interest which shall not have been converted or paid .
 
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3.11              Representations and Warranties; Due Authority .  The Borrower warrants and represents that: (i) the Borrower has the due authority to enter into, issue and perform its obligations under this Note, (ii) the entry into this Note has been duly authorized by the board of directors of the Borrower and all and all corporate actions and consents (including third party consents) necessary for the execution, delivery and performance by Borrower of its obligations hereunder have been obtained, (iii) the issuance by the Borrower of this Note does not conflict with or result in a default under, the Borrower's Articles of Incorporation, as amended and restated to date (including any certificates of designation thereto), its By-laws or any shareholders agreement to which it is a party or any other agreement to which the Borrower is a party or order that it is subject to.  This Note is fully enforceable against the Borrower.

3.12              Non-Business Days .  Whenever any payment or any action to be made shall be due on a Saturday, Sunday or a public holiday under the laws of the State of New York, such payment may be due or action shall be required on the next succeeding business day and, for such payment, such next succeeding day shall be included in the calculation of the amount of accrued interest payable on such date.

[Signature pages follow]
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IN WITNESS WHEREOF , Borrower has caused this Note to be signed in its name by an authorized officer as of the ____ day of October 2013.


CALA ENERGY CORP.




By:________________________________
Name:
Title:




[Signature Page to 10% Senior Promissory Note of Cala Energy Corp.]


6
Exhibit 10.1
 
FOUNDERS' AGREEMENT
FOUNDERS' AGREEMENT , dated as of the 31st day of July, 2014 (this " Agreement "), among Lingerie Fighting Championships, Inc., a Nevada corporation (the " Corporation "). Mohammed Ismail (the " Shareholder ").
WHEREAS, the Shareholder desires to enter into an agreement with respect to the restrictions of the transfer of the capital stock of the Corporation and certain other matters.
NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
Section 1.1 Term . The term of this Agreement (" Term" ) shall commence on the date hereof and shall continue in full force and effect until the earlier of such time as each Shareholder holds record or beneficial title to the shares of capital stock of the Corporation or three years after the date hereof.
Section 1.2 Issuance of Shares . The Corporation is willing to issue to the Shareholder 650,000 shares of common stock (the " Shares 1 ') on the terms and conditions provided for in this Agreement.
Section 2.1 Transfer Restrictions: Permitted Transferees .
(a)            The Shareholder shall not, directly or indirectly, sell, exchange, pledge, transfer, gift, grant an irrevocable proxy with respect to, devise, assign or in any other way dispose of, encumber or grant a security interest in (hereinafter referred to as " Transfer "), any capital stock of the Corporation or any interest therein or any certificates representing any Shares, whether now or hereafter owned, directly or indirectly, by the Shareholder, nor, if applicable, permit the Transfer, whether directly or indirectly, of any interest in a Shareholder, nor shall the Shareholder attempt to do so, except as expressly permitted by this Agreement. The Corporation shall not transfer on its books any Shares or issue any stock certificates unless the terms and conditions hereof have been complied with. Any purported Transfer in violation of this Agreement shall be invalid.
 
(b)            Notwithstanding anything contained herein to the contrary, the prior written consent of the Corporation shall not be required for a Transfer of all or part of a Shareholder's Shares to a Permitted Transferee, provided that, in all cases, any Permitted Transferee that receives any Shares shall hold such Shares subject to all of the terms and conditions of this Agreement, and shall, as a condition of receiving such Shares, execute and deliver documentation required by the Corporation confirming that they shal l be bound by this Agreement. A " Permitted Transferee " means (i) the parents, grandparents, brothers, sisters, descendants (whether natural or adopted) and spouse of the specified individual; (ii) any trust created solely for the benefit of any individual described in clauses (i) above; (iii) any executor or administrator for any of the individuals or their respective estates described in clauses (i) and (ii) above; (iv) any partnership or limited liability company solely of the individuals described in clauses (i) through (iii) above; (v) any tax exempt corporate foundation created by any of the persons or entities described in clauses (i) through (iv) above exclusively engaged in charitable purposes; and (vi) any corporation or other entity all of the share capital or other equity interests are owned solely by such individual and/or any of the individuals described in clause (i) above.
 
 
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(c)          Notwithstanding anything contained herein to the contrary, any Transfer to a Permitted Transferee shall consist solely of a transfer of the economic interest of the Transferred Shares, but shall not under any circumstance include a Transfer of the voting rights associated with such Transferred Shares.
(d)          Notwithstanding anything contained herein to the contrary, the restrictions contained in Section 2.1 shall terminate and have no further force and effect eighteen (18) months after the Corporation becomes a public company registered with the Securities and Exchange Commission.
Section 2.3 Legend . So long as this Agreement remains in effect, there shall be noted conspicuously upon each stock certificate representing Shares, the following statements:
"The shares represented by this certificate are subject to a certain Founders' Agreement dated as of July 31, 2014, a copy of which is on file at the principal office of the Corporation. Any sale, pledge, transfer, assignment or any other disposition or encumbrance of the shares represented by this certificate in violation of said Agreement shall be invalid."
"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state or other jurisdiction. The shares may not be transferred except pursuant to an effective registration statement under such Act and other applicable securities laws, or pursuant to an exemption therefrom."
Section 2.4 Securities Law Compliance . Any Transfer of Shares shall be made in full compliance with applicable federal and state securities law, including, without limitation, to the extent applicable, the rules and regulations promulgated under the Securities Act of 1933, as amended. Any Permitted Transferee of Shares under this Agreement shall provide documentation satisfactory to counsel to the Corporation that he is acquiring Shares for his own account, for investment purposes only and not with a view to their resale or distribution.
Section 2.5 Due Execution: No Conflict . The Shareholder represents and warrants, and the Corporation represents and warrants to the Shareholder, that the execution and delivery of this Agreement by him and the performance of his obligations hereunder are not in violation of, and do not conflict with or constitute a default under, any of the terms and provisions of any agreement, indenture or instrument to which he is bound or any law, regulation, order, decree or judgment to which he or she is subject; and that this Agreement constitutes the valid and binding obligation of such person, enforceable against him in accordance with the terms hereof.
Section 2.6 Investment Intent . The Shareholder represents and warrants to the Corporation that the Shares have been acquired for his own account for investment purposes only and not with a view to the distribution or resale thereof. The Shareholder agrees that he will not distribute, resell or offer the Shares or any interest therein unless registered pursuant to the Securities Act of 1933, as amended, and any applicable state securities laws, or unless an exemption from registration is available thereunder.
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Section 2.7 No Market . The Shareholder is aware that there is no market for the Shares, that it is unlikely that any such market will ever develop, and that it may not be possible to liquidate the Shareholder's investment, and, in any event, that there are substantial restrictions on the transferability of the Shares under applicable federal and state securities law and the provisions of this Agreement.
Section 3.1 Opportunities . The Shareholder, on behalf of himself and his respective affiliates, shall conduct the Business and all derivative and related Businesses solely through, and for the benefit of, the Corporation. All opportunities within the scope of the Business involving third parties shall belong to and be carried out for the account of the Corp oration. " Business " shall mean being directly or indirectly involved in an integrated media and entertainment business, principally engaged in the production and distribution of content through various channels including television rights agreements, pay-p er-view event programming, live events, licensing of various LFC themed products and the sale of consumer products featuring our brands.
Section 3.2 Confidentiality . The Shareholder shall retain in strict confidence, and shall not use for any purpose whatsoever, or divulge, disseminate or disclose to any third party (other than in furtherance of the business purposes of the Corporation or as may be required by law) all proprietary or confidential information relating to the Corporation's business, including, without limitation, product information, financial information, product availability, development plans, distribution methods and channels, pricing information, business methods, management information systems and software, customer lists, supplier lists, leads, solicitations and contacts, know-how, show-how, inventions, improvements, specifications, trade secrets, agreements, research and development, business plans and marketing plans of the Corporation, whether or not any of the foregoing are copyrightable or patentable.
                                 Section 3.3 Non-Competition . The Shareholder, on behalf of himself and his respective affiliates hereby severally warrants, covenants and agrees that, neither he nor his affiliates will, during the applicable Restrictive Covenant Period (as defined below), directly or indirectly, without the prior written consent of the Corporation, engage in or be interested in any business which directly or indirectly is competitive with the Business nor during such period or thereafter, shall he or his affiliates retain or hire (on behalf of himself or any other person or entity) any person or entity who is or was an employee, consultant or agent of the Corporation. A party shall be deemed to be directly or indirectly interested in a business if he shall be engaged or affiliated directly or indirectly with such business as a stockholder, director, officer, employee, salesman, sales representative, agent, broker, partner, individual proprietor, lender, consultant or otherwise, but not if such interest is limited solely to the ownership of five percent (5%) or less of the equity or debt securities of any Corporation whose shares are listed for trading on a national securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System. For purposes of this Agreement, the "Restrictive Covenant Period" shall be for so long as the Shareholder holds any Shares of the Corporation and until he has ceased to be a Shareholder of the Corporation and for a period of one (1) year thereafter.
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Section 3.4 Blue Penciling . If any provision of Section 3.3 shall be held to be contrary to law or invalid or unenforceable in any respect or any jurisdiction, or as to any one or more periods of time, areas or business activities, the remaining provisions shall not be affected but shall remain in full force and effect as to the other and remaining parts, and any such invalid or unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.
Section 3.5 Specific Performance . The parties recognize and acknowledge that the Shares are closely held and the market therefor is limited and that, accordingly, in the event of a breach or default by one or more of the parties hereto of the terms and conditions of this Agreement, the damages to the remaining parties to this Agreement, or any one or more of them, may be impossible to ascertain and such parties will not have an adequate remedy at law. In the event of any such breach or default in the performance of the terms and provisions of this Agreement, any aggrieved party or parties shall be entitled to institute and prosecute proceedings in any court of competent jurisdiction, either at law or in equity, without the necessity to post a bond or prove special damages, to enforce the specific performance of the terms and conditions of this Agreement, to enjoin further violations of the provisions of this Agreement and/or to obtain damages. Such remedies shall however be cumulative and not exclusive and shall be in addition to any other remedies which any party may have under this Agreement or at law.
Section 4.1 Binding Agreement . This Agreement shall be binding upon and inure to the benefit of the parties hereto and the respective successors, personal representatives, heirs and assigns; provided , however , that none of the parties hereto may assign any of his or its rights or obligations under this Agreement.
Section 4.2 Governing Law . This Agreement shall be construed and enforced in accordance with the internal laws of the State of Nevada.
Section 4.3 References: Counsel . The headings in this Agreement are for convenience of reference only and not for any other purpose. The Shareholder acknowledges and agrees that he has received or has had the opportunity to receive independent legal counsel of its own choice and that he has been sufficiently apprised of his rights and responsibilities with regard to the substance of this Agreement.
Section 4.4 Further Assurances . The parties shall execute and deliver such further instruments and documents as may be required to carry out the intended purposes of this Agreement.
                                 Section 4.5 Counterparts . This Agreement may be executed in counterparts and by facsimile or other electronic means, each of which shall be an original but all of which shall constitute a single instrument.
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IN WITNESS WHEREOF, the undersigned have executed and delivered this Founders' Agreement as of the date first written above.
  LINGERIE FIGHTING CHAMPIONSHIPS, INC.  
       
 
By:
/s/  Shaun Donnelly  
    Name: Shaun Donnelly  
    Title: Chief Executive Officer  
       
 
   
       
 
 
/s/  Mohammed Ismail  
    Mohammed Ismail  
     
       
          
 
 
 
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Exhibit 10.2
FOUNDERS' AGREEMENT
FOUNDERS' AGREEMENT , dated as of the 28th day of July, 2014 (this " Agreement "), among Lingerie Fighting Championships, Inc., a Nevada corporation (the " Corporation" ), Michelle C. Blanchard (" MB ") and Stephen J. Ureczky ("SU"); and together with MB, the " Shareholders " and each individually a " Shareholder ").
WHEREAS, the Shareholders desire to enter into an agreement with respect to the restrictions of the transfer of the capital stock of the Corporation and certain other matters.
NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
Section 1.1 Term . The term of this Agreem ent (" Term ") shall commence on the date hereof and shall continue in full force and effect until the earlier of such time as each Shareholder holds record or beneficial title to the shares of capital stock of the Corporation or three years after the date h ereof.
Section 1.2 Issuance of Shares . The Corporation is willing to issue to each of MB and SU 750,000 shares of common stock (the " Shares ") on the terms and conditions provided for in this Agreement.
Section 2.1 Transfer Restrictions: Permitted Transferees .
(a)            Except as provided in Section 2.2 below, a Shareholder shall not, directly or indirectly, sell, exchange, pledge, transfer, gift, grant an irrevocable proxy with respect to, devise, assign or in any other way dispose of, encumber or grant a security interest in (hereinafter referred to as " Transfer "), any capital stock of the Corporation or any interest therein or any certificates representing any Shares, whether now or hereafter owned, directly or indirectly, by such Shareholder, nor, if applicable, permit the Transfer, whether directly or indirectly, of any interest in a Shareholder, nor shall such Shareholder attempt to do so, except as expressly permitted by this Agreement. The Corporation shall not transfer on its books any Shares or issue any stock certificates unless the terms and conditions hereof have been complied with. Any purported Transfer in violation of this Agreement shall be invalid.
(b)            Notwithstanding anything contained herein to the contrary, the prior written consent of the Corporation shall not be required for a Transfer of all or part of a Shareholder's Shares to a Permitted Transferee, provided that , in all cases, any Permitted Transferee that receives any Shares shall hold such Shares subject to all of the terms and conditions of thi s Agreement, and shall, as a condition of receiving such Shares, execute and deliver documentation required by the Corporation confirming that they shall be bound by this Agreement. A " Permitted Transferee " means (i) the parents, grandparents, brothers, si sters, descendants (whether natural or adopted) and spouse of the specified individual; (ii) any trust created solely for the benefit of any individual described in clauses (i) above; (iii) any executor or administrator for any of the individuals or their respective estates described in clauses (i) and (ii) above; (iv) any partnership or limited liability company solely of the individuals described in clauses (i) through (iii) above; (v) any tax exempt corporate foundation created by any of the persons or entities described in clauses (i) through (iv) above exclusively engaged in charitable purposes; and (vi) any corporation or other entity all of the share capital or other equity interests are owned solely by such individual and/or any of the individuals described in clause (i) above.

(c)            Notwithstanding anything contained herein to the contrary, any Transfer to a Permitted Transferee shall consist solely of a transfer of the economic interest of the Transferred Shares, but shall not under any circumstance include a Transfer of the voting rights associated with such Transferred Shares.
Section 2.2 Repurchase Right of the Corporation .
(a)            During the first year of the Term (i.e., at any time after the date hereof until July 28, 2015), (a " Selling Shareholder "), in the event that the Shareholder is no longer employed or consulting to the Corporation the Corporation shall have the right, in its sole and absolute discretion, to purchase all or any portion of the Shares. If the Corporation elects to purchase all or any portion of the Shares, the purchase price for the Shares shall be the par value per Share. If the Corporation does not elect to purchase the Shares, the Shareholder shall have the right to Transfer the Shares.
(b)            In the event that any Shareholder is no longer employed or consulting to the Corporation and wishes to Transfer any of its Shares to a third party during the second year of the Term (i.e., at any time after July 28, 2015 through and including July 28, 2016), the provisions of Section 2.2(a) shall apply to 2/3s of the Shares; the Corporation shall have the right to purchase 500,000 of the Shares.
(c)            In the event that any Shareholder is no longer employed or consulting to the Corporation and wishes to Transfer any of its Shares to a third party during the third year of the Term (i.e., at any time after July 28, 2016 through and including July 28, 2017), the provisions of Section 2.2(a) shall apply to l/3s of the Shares; the Corporation shall have the right to purchase 250,000 of the Shares.
(d)            After the third year of the Term (i.e., after July 28, 2017), the Shareholder shall have the right to Transfer the Shares and this Agreement shall automatically become null and void.
(e)            Notwithstanding anything contained herein to the contrary, if the Shareholder is no longer employed or consulting to the Corporation prior to July 28, 2017, the Shares cannot be Transferred for eighteen (18) months from the date the Shareholder is no longer employed or acting as a consultant to the Corporation. For purposes of clarification, the Shares shall mean the Shares not subject to the right of the Corporation as provided herein.
Section 2.3 Legend . So long as this Agreement remains in effect, there shall be noted conspicuously upon each stock certificate representing Shares, the following statements:
"The shares represented by this certificate are subject to a certain Founders' Agreement dated as of July 28, 2014, a copy of which is on file at the principal office of the Corporation. Any sale, pledge, transfer, assignment or any other disposi tion or encumbrance of the shares represented by this certificate in violation of said Agreement shall be invalid."
 

Section 2.4 Securities Law Compliance . Any Transfer of Shares shall be made in full compliance with applicable federal and state securities law, including, without limitation, to the extent applicable, the rules and regulations promulgated under the Securities Act of 1933, as amended. Any Permitted Transferee of Shares under this Agreement shall provide documentation satisfactory to counsel to the Corporation that he is acquiring Shares for his own account, for investment purposes only and not with a view to their resale or distribution.
Section 2.5 Due Execution: No Conflict . Each of the Shareholders represents and warrants, and the Corporation represents and warrants to each Shareholder, that the execution and delivery of this Agreement by him or her and the performance of his or her obligations hereunder are not in violation of, and do not conflict with or constitute a default under, any of the terms and provisions of any agreement, indenture or instrument to which he or she is bound or any law, regulation, order, decree or judgment to which he or she is subject; and that this Agreement constitutes the valid and binding obligation of such person, enforceable against him or her, as the case may be, in accordance with the terms hereof.
Section 2.6 Investment Intent . Each Shareholder represents and warrants to the Corporation that the Shares have been acquired for his or her own account for investment purposes only and not with a view to the distribution or resale thereof. Each Shareholder agrees that he or she will not distribute, resell or offer the Shares or any interest therein unless registered pursuant to the Securities Act of 1933, as amended, and any applicable state securities laws, or unless an exemption from registration is available thereunder.
Section 2.7 No Market . Each Shareholder is aware that there is no market for the Shares, that it is unlikely that any such market will ever develop, and that it may not be possible to liquidate the Shareholder's investment, and, in any event, that there are substantial restrictions on the transferability of the Shares under applicable federal and state securities law and the provisions of this Agreement.
Section 3.1 Opportunities . Each Shareholder, on behalf of himself and his respective affiliates, shall conduct the Business and all derivative and related Businesses solely through, and for the benefit of, the Corporation. All opportunities within the scope of the Business involving third parties shall belong to and be carried out for the account of the Corporation. " Business " shall mean the Lingerie Fighting Championships Inc.
Section 3.2 Confidentiality . Each Shareholder shall retain in strict confidence, and shall not use for any purpose whatsoever, or divulge, disseminate or disclose to any third party (other than in furtherance of the business purposes of the Corporation or as may be required by law) all proprietary or confidential information relating to the Corporation's business, including, without limitation, product information, financial information, product availability, development plans, distribution methods and channels, pricing information, business methods, management information systems and software, customer lists, supplier lists, leads, solicitations and contacts, know-how, show-how, inventions, improvements, specifications, trade secrets, agreements, research and development, business plans and marketing plans of the Corporation, whether or not any of the foregoing are copyrightable or patentable.

Section 3.3 Non-Competition . Each of the Shareholders, on behalf of himself and his respective affiliates hereby severally warrants, covenants and agrees the Corporation and each other Shareholder that, neither he nor his affiliates will, during the applicable Restrictive Covenant Period (as defined below), directly or indirectly, without the prior written consent of the Corporation, engage in or be interested in any business which directly or indirectly is competitive with the Business nor during such period or thereafter, shall he or his affiliates retain or hire (on behalf of himself or any other person or entity) any person or entity who is or was an employee, consultant or agent of the Corporation. A party shall be deemed to be directly or indirectly interested in a business if he shall be engaged or affiliated directly or indirectly with such business as a stockholder, director, officer, employee, salesman, sales representative, agent, broker, partner, individual proprietor, lender, consultant or otherwise, but not if such interest is limited solely to the ownership of five percent (5%) or less of the equity or debt securities of any Corporation whose shares are listed for trading on a national securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System. For purposes of this Agreement, the "Restrictive Covenant Period" shall be defined as follows: In the case of all Shareholders, for so long as such Shareholder holds any Shares of the Corporation and until he has ceased to be a Shareholder of the Corporation and for a period of one (1) year thereafter.
Section 3.4 Blue Penciling . If any provision of Section 3.3 shall be held to be contrary to law or invalid or unenforceable in any respect or any jurisdiction, or as to any one or more periods of time, areas or business activities, the remaining provisions shall not be affected but shall remain in full force and effect as to the other and remaining parts, and any such invalid or unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.
Section 3.5 Specific Performance . The parties recognize and acknowledge that the Shares are closely held and the market therefor is limited and that, accordingly, in the event of a breach or default by one or more of the parties hereto of the terms and conditions of this Agreement, the damages to the remaining parties to this Agreement, or any one or more of them, may be impossible to ascertain and such parties will not have an adequate remedy at law. In the event of any such breach or default in the performance of the terms and provisions of this Agreement, any aggrieved party or parties shall be entitled to institute and prosecute proceedings in any court of competent jurisdiction, either at law or in equity, without the necessity to post a bond or prove special damages, to enforce the specific performance of the terms and conditions of this Agreement, to enjoin further violations of the provisions of this Agreement and/or to obtain damages. Such remedies shall however be cumulative and not exclusive and shall be in addition to any other remedies which any party may have under this Agreement or at law.

Section 4.1 Binding Agreement . This Agreement shall be binding upon and inure to the benefit of the parties hereto and the respective successors, personal representatives, heirs and assigns; provided, however , that none of the parties hereto may assign any of his or its rights or obligations under this Agreement.
Section 4.2 Governing Law . This Agreement shall be construed and enforced in accordance with the internal laws of the State of Nevada.
Section 4.3 References: Counsel . The headings in this Agreement are for convenience of reference only and not for any other purpose. Each Shareholder acknowledges and agrees that it has received or has had the opportunity to receive independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and responsibilities with regard to the substance of this Agreement.
Section 4.4 Further Assurances . The parties shall execute and deliver such further instruments and documents as may be required to carry out the intended purposes of this Agreement.
Section 4.5 Counterparts . This Agreement may be executed in counterparts and by facsimile or other electronic means, each of which shall be an original but all of which shall constitute a single instrument.
[REMAINDER OF PAGE INTENTIONALLY OMITTED;
SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the undersigned have executed and delivered this Founders' Agreement as of the date first written above.
  LINGERIE FIGHTING CHAMPIONSHIPS, INC.  
       
 
By:
/s/  Shaun Donnelly  
    Name: Shaun Donnelly  
    Title: Chief Executive Officer  
       
 
   
       
 
 
/s/  Michelle C. Blanchard  
    Michelle C. Blanchard  
     
       
 
   
       
 
 
/s/  Stephen J. Ureczky  
    Stephen J Ureczky  
     
       
Exhibit 10.3
 
SECURITIES PURCHASE AGREEMENT
THIS   SECURITIES PURCHASE AGREEMENT (this " Agreement "), is made effective as of March 25, 2015, and is entered into by and among CALA ENERGY CORP., a Nevada corporation as issuer (the " Company "), and the Buyer set forth on the signature page affixed hereto (individually, a " Buyer " or collectively with other subscribers in this offering pursuant to an agreement identical in form to this Agreement, the " Buyers ").
WITNESSETH:
WHEREAS , the Company and the Buyer(s) are executing and delivering this Agreement and conducting a private placement offering (the " PPO ") in reliance upon an exemption from securities registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D (" Regulation D ") and/or Regulation S (" Regulation S ") as promulgated by the U.S. Securities and Exchange Commission (the " SEC ") under the Securities Act of 1933, as amended (the " Securities Act "); and
WHEREAS , the Buyer subscribes for and irrevocably agrees to purchase and the Company hereby agrees to sell to Buyer, such number of units as set forth on the signature page hereto (each, a " Unit "), each Unit comprising 625,000 of the Company's common stock, $0.001 per share (the " Common Stock " or the " PPO Shares "), for up to a maximum of 4 Units (comprising 2,500,000, or approximately 12.71% of the Company as at immediately after the offering) (the " Maximum PPO "), at a price of U.S. $0.08 per PPO Share, or $50,000 per Unit (with partial Units to be sold at the discretion of the Company); and
WHEREAS , the Company may offer the PPO Shares at any time through and including April 15, 2015, which date may be extended for an additional 15 calendar days (as such may be extended or terminated early by the Company, the " Offering Period " and, the last day thereof being referred to herein as the " Termination Date ") at the sole discretion of the Company; and
WHEREAS, the PPO Shares will be sold by the officers and directors of the Company, none of whom will be paid a commission on sales of PPO Shares to Buyers; and
WHEREAS , the Company will issue the PPO Shares from time to time upon receipt in escrow of funds from Buyer therefor (until the Maximum PPO of $200,000 is subscribed for) representing subscriptions acceptable by the Company, with closings to occur only after completion of the acquisition of Lingerie Fighting Championships, Inc. a Nevada corporation (" LFC " and, said transaction being referred to herein as the " LFC Acquisition "); and
WHEREAS , the Company will utilize a portion of the proceeds of the offering to repay existing bridge notes in the aggregate principal amount of $36,000, as well as certain other expenses of the Company; and
WHEREAS , all funds representing subscriptions in for the PPO Shares pursuant to this Agreement (the " Subscription Amount ") shall be held in an attorney escrow pursuant to the terms of an escrow agreement substantially in the form of Exhibit A to this Agreement among the Company, CKR LAW, LLC as Escrow Agent (the " Escrow Agent ") and each Buyer, which, by executing hereby agree to become party thereto, (the " Escrow Agreement ").

NOW, THEREFORE , in consideration of the mutual covenants and other agreements contained in this Agreement the Company and the Buyer(s) hereby agree as follows:
1.              PURCHASE AND SALE OF PPO SHARES .
(a)              Purchase of PPO Shares .  Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer irrevocably agrees, severally and not jointly, to purchase at Closing (as defined below), and the Company agrees to sell and issue to each Buyer, severally and not jointly, at each Closing, the PPO Shares in the amounts set forth on the Buyer Omnibus Signature Page for such Buyer. Upon execution of this Agreement on the Buyer Omnibus Signature Page and completion of the Investor Certification, the Investor Profile, the Anti-Money Laundering Information Form and if applicable, the Wire Transfer Authorization (each attached hereto) by a Buyer, the Buyer shall wire transfer the Subscription Amount set forth on its Buyer Omnibus Signature Page, in same-day funds into a non-interest bearing attorney escrow account with Escrow Agent, in accordance with the instructions set forth immediately below, which Subscription Amount shall be held in escrow pursuant to the terms of the Escrow Agreement and disbursed in accordance therewith. All funds representing the Subscription Amounts will be returned if not duly accepted by the Company by or before the Termination Date.
Wire Instructions
Bank Name:
ABA Routing Number:
Account Number:
Swift Code:
Reference:                                                      LFC- __________________[ insert Buyer's name ]
Escrow Agent Contact:
(b)              Initial Closing Date .  The initial closing of the purchase and sale of the PPO Shares (the " Initial Closing ") shall take place at 10:00 a.m. New York time promptly following the satisfaction of the conditions to the Closing set forth herein and in Sections 5 and 6 below (or such later date as is mutually agreed to by the Company and the Buyer(s)), but no later than the Termination Date. There may be subsequent closings (each a " Closing "), provided that no Closing occurs after the Termination Date on or before the LFC Acquisition, and further subject to prior termination, until such time as subscriptions for the Maximum PPO are accepted (the date of any such Initial Closing or Closings is hereinafter referred to as a " Closing Date "). The Initial Closing and all subsequent Closings shall occur on the respective Closing Date at the offices of CKR Law LLP,  1330 Avenue of the Americas, 35 th Floor, New York, New York 10019 (or such other place as is mutually agreed to by the Company and the Buyer(s)). The PPO Shares may be offered and sold through the Termination Date.
(c)              Escrow Arrangements; Form of Payment .  Upon execution hereof by the Buyer, the Buyer shall deposit the Subscription Amount into the non-interest bearing attorney escrow account with CKR Law LLP, as escrow agent (the " Escrow Agent "), pursuant to the terms of the Escrow Agreement. By executing the Omnibus Signature Page, Buyer agrees and consents to become party to and bound by, the Escrow Agreement.  In the event that the Escrow Agent (i) receives fund in escrow representing Subscription Amounts and subscriptions acceptable by the Company, at its sole discretion before the Termination Date and (ii) receives escrow disbursement instructions from the Company before the Termination Date (and presuming that the LFC Acquisition is completed), then the Escrow Agent shall, without giving any further notice or obtaining any consent of any party, including the Buyer, forward all funds, less disbursement costs, to the Company or as directed by the Company.  For avoidance of doubt, once a Buyer has executed this Agreement and deposited funds into the Escrow Account, Buyer will not have an opportunity to cancel their subscription and the Escrow Agent will be entitled to rely on notices of a Closing from the Company until the Termination Date.  If any Buyer's subscription is rejected in whole or in part for any reason, the Escrow Agent shall deliver only the Subscription Amount representing the unaccepted portion of the subscription to the Buyer, with the remaining amount delivered to the Company in respect of a Closing.
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2.              BUYER'S REPRESENTATIONS AND WARRANTIES .
Each Buyer represents and warrants, severally and not jointly, as to such Buyer, that:
(a)              Investment Purpose .  Each Buyer is acquiring the PPO Shares, for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act. The Buyer agrees not to sell, hypothecate or otherwise transfer the Buyer's PPO Shares unless such securities are registered under the federal and applicable state securities laws or unless, in the opinion of counsel satisfactory to the Company, an exemption from such law is available. Each Buyer understands and agrees that the Company, in its sole discretion, reserves the right to accept or reject subscriptions for PPO Shares in whole or in part.
(b)              Residence of Buyer .  Each Buyer resides in the jurisdiction set forth on the Buyer Omnibus Signature Page affixed hereto.
(c)              Investor Status .  The Buyer meets the requirements of at least one of the suitability standards for an " Accredited Investor " as that term is defined in Rule 501(a)(3) of Regulation D or is not a " U.S. Person " as that term is defined in Rule 902(k) of Regulation S, and as set forth on the Investor Certification attached hereto.
(d)              Non-US Person .  If a Buyer is not a person in the United States or a U.S. Person (as defined in Rule 902(k) of Regulation S) or is not purchasing the PPO Shares on behalf of a person in the United States or a U.S. Person:
(i)              neither the Buyer nor any disclosed principal is a U.S. Person nor are they subscribing for the PPO Shares for the account of a U.S. Person or for resale in the United States and the Buyer confirms that the PPO Shares have not been offered to the Buyer in the United States and that this Agreement has not been signed in the United States;
(ii)              the Buyer acknowledges that the PPO Shares have not been registered under the Securities Act and may not be offered or sold in the United States or to a U.S. Person unless the securities are registered under the Securities Act and all applicable state securities laws or an exemption from such registration requirements is available, and further agrees that hedging transactions involving such securities may not be conducted unless in compliance with the Securities Act;
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(iii)              the Buyer and if applicable, the disclosed principal for whom the Buyer is acting, understands that the Company is the seller of the PPO Shares and that, for purposes of Regulation S, a "distributor" is any underwriter, dealer or other person who participates pursuant to a contractual arrangement in the distribution of securities sold in reliance on Regulation S and that an "affiliate" is any partner, officer, director or any person directly or indirectly controlling, controlled by or under common control with any person in question. Except as otherwise permitted by Regulation S, the Buyer and if applicable, the disclosed principal for whom the Buyer is acting, agrees that it will not, during a one-year (six months if the Company becomes a mandatory reporting issuer and has been such for at least 90 days) distribution compliance period, act as a distributor, either directly or through any affiliate, or sell, transfer, hypothecate or otherwise convey the PPO Shares or underlying securities other than to a non-U.S. Person;
(iv)              the Buyer and if applicable, the disclosed principal for whom the Buyer is acting, acknowledges and understands that in the event the PPO Shares are offered, sold or otherwise transferred by the Buyer or if applicable, the disclosed principal for whom the Buyer is acting, to a non-U.S Person prior to the expiration of a one-year (six months if the Company becomes a mandatory reporting issuer and has been such for at least 90 days) distribution compliance period, the purchaser or transferee must agree not to resell such securities except in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration; and must further agree not to engage in hedging transactions with regard to such securities unless in compliance with the Securities Act; and
(v)              neither the Buyer nor any disclosed principal will offer, sell or otherwise dispose of the PPO Shares in the United States or to a U.S. Person unless (A) the Company has consented to such offer, sale or disposition and such offer, sale or disposition is made in accordance with an exemption from the registration requirements under the Securities Act and the securities laws of all applicable states of the United States or, (B) the SEC has declared effective a registration statement in respect of such securities.
(e)              Investor Qualifications.   The Buyer (i) if a natural person, represents that the Buyer has reached the age of 21 and has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the PPO Shares, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the PPO Shares, the execution and delivery of this Agreement has been duly authorized by all necessary action, this Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or (iii) if executing this Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Agreement in such capacity and on behalf of the subscribing individual, ward, partnership, trust, estate, corporation, or limited liability company or partnership, or other entity for whom the Buyer is executing this Agreement, and such individual, partnership, ward, trust, estate, corporation, or limited liability company or partnership, or other entity has full right and power to perform pursuant to this Agreement and make an investment in the Company, and represents that this Agreement constitutes a legal, valid and binding obligation of such entity. The execution and delivery of this Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Buyer is a party or by which it is bound.
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(f)              Solicitation .  The Buyer is unaware of, is in no way relying on, and did not become aware of the offering of the PPO Shares through or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, in connection with the offering and sale of the PPO Shares and is not subscribing for the PPO Shares and did not become aware of the offering of the PPO Shares through or as a result of any seminar or meeting to which the Buyer was invited by, or any solicitation of a subscription by, a person not previously known to the Buyer in connection with investments in securities generally.
(g)              Brokerage Fees .  The Buyer has taken no action that would give rise to any claim by any person for brokerage commissions, finders' fees or the like relating to this Agreement or the transaction contemplated hereby.
(h)              Buyer's Advisors .  The Buyer and the Buyer's attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the "Advisors"), as the case may be, has such knowledge and experience in financial, tax, and business matters, and, in particular, investments in securities, so as to enable it to utilize the information made available to it in connection with the PPO Shares to evaluate the merits and risks of an investment in the PPO Shares and the Company and to make an informed investment decision with respect thereto.
(i)              Buyer Liquidity .  Each Buyer has adequate means of providing for such Buyer's current financial needs and foreseeable contingencies and has no need for liquidity of its investment in the PPO Shares for an indefinite period of time.  Buyer understands that, even if the Company succeeds with its business plan and remains current with its reporting obligations, no assurance can be made that the market for the Common Stock will become or will remain liquid.
(j)              High Risk Investment; Review of Risk Factors .   The Buyer is aware and understands that an investment in the PPO Shares, or any investment in the Company or LFC, involves a high degree of risk and illiquidity, including the risk of loss of all or substantially all of a Buyer's investment, and an extended 144 restricted period.   The Buyer is aware that an investment in the PPO Shares involves a number of very significant risks, including those risks and other information set forth in the Company's SEC Filings (as hereinafter defined) and has carefully reviewed and understands the risks of, and other considerations relating to, the purchase of the PPO Shares.
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(k)              Reliance on Exemptions .  Each Buyer understands that the PPO Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.
(l)              Information .  Each Buyer and its Advisors have been furnished with all documents and materials relating to the business, finances and operations of the Company and LFC (including, without limitation, a preliminary, confidential draft of the Merger 8-K disclosing the acquisition of LFC and related information), and information that Buyer requested and deemed material to making an informed investment decision regarding its purchase of the PPO Shares. Each Buyer and its Advisors have been afforded the opportunity to review such documents and materials, as well as the Company's SEC Filings, as such term is defined below (hard copies of which were made available to the Buyer upon request to the Company or were otherwise accessible to the Buyer via the SEC's EDGAR system), and the information contained therein. Each Buyer and its Advisors have been afforded the opportunity to ask questions of the Company and its management. Each Buyer understands that such discussions, as well as any written information provided by the Company, were intended to describe the aspects of the Company's business and prospects which the Company believes to be material, but were not necessarily a thorough or exhaustive description, and except as expressly set forth in this Agreement, the Company makes no representation or warranty with respect to the completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any entity other than the Company. Some of such information may include projections as to the future performance of the Company, which projections may not be realized, may be based on assumptions which may not be correct and may be subject to numerous factors both beyond and within the Company's control. Additionally, the Subscriber understands and represents that he is purchasing the PPO Shares notwithstanding the fact that the Company may disclose in the future certain material information the Subscriber has not received, including its financial results for its current fiscal quarter. Each Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the PPO Shares.
(m)              No Other Representations or Information .  In evaluating the suitability of an investment in the PPO Shares, the Buyer has not relied upon any representation or information (oral or written) other than as stated in this Agreement. No oral or written representations have been made, or oral or written information furnished, to the Buyer or its Advisors, if any, in connection with the offering of the PPO Shares.
(n)              No Governmental Review .  Each Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the PPO Shares, or the fairness or suitability of the investment in the PPO Shares, nor have such authorities passed upon or endorsed the merits of the offering of the PPO Shares.
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(o)              Transfer or Resale .  (A) Each Buyer understands that: (i) the PPO Shares, have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, or (B) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements; (ii) any sale of such securities made in reliance on Rule 144 under the Securities Act (or a successor rule thereto) (" Rule 144 ") may be made only in accordance with the terms of Rule 144 as the same applies to former shell companies such as the Company, and further, if Rule 144 is not applicable or unavailable (for example, if the Company does not timely file its reports), any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) except as otherwise set forth in this Agreement, neither the Company nor any other person is under any obligation to register such securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. The Company reserves the right to place stop transfer instructions against the shares and certificates for the PPO Shares to the extent specifically set forth under this Agreement.  There can be no assurance that there will be any market or resale for the PPO Shares, nor can there be any assurance that the PPO Shares will be freely transferable at any time in the foreseeable future.
(p)              Each Buyer understands that prior to the LFC Acquisition the Company is a former "shell company" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the " Exchange Act ").  Pursuant to Rule 144(i), securities issued by a current or former shell company (that is, the PPO Shares that otherwise meet the holding period and other requirements of Rule 144 nevertheless cannot be sold in reliance on Rule 144 until one year after the Company (a) is no longer a shell company; and (b) has filed current "Form 10 information" (as defined in Rule 144(i)) with the SEC reflecting that it is no longer a shell company, and provided that at the time of a proposed sale pursuant to Rule 144, the Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports.  As a result, the restrictive legends on certificates for the PPO Shares cannot be removed except in connection with an actual sale meeting the foregoing requirements or pursuant to an effective registration statement. Moreover, the PPO Shares will not be eligible for resale pursuant to Rule 144 if the Company does file its future SEC Filings required to be filed under the Exchange Act, on a timely basis.
(q)              Legends .  Each Buyer understands that the certificates or other instruments representing the PPO Shares shall bear a restrictive legend in substantially the following form (and a stop transfer order may be placed against transfer of such stock certificates):
For U.S. Persons and/or Non-US Persons that are accredited investors:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
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For Non-U.S. Persons that are not accredited investors:
THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). ACCORDINGLY, NONE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.
(r)              Authorization, Enforcement .  This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and is a valid and binding agreement of such Buyer enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.
(s)              Receipt of Documents .  Each Buyer and its counsel have received and read in their entirety: (i) this Agreement, the Risk Factors applicable to the Company as set forth in the various SEC Filings, and the confidential draft Current Report on Form 8-K relating to the LFC Acquisition (the " Merger 8-K ") it may have received relating to the LFC Acquisition and, each representation, warranty and covenant set forth herein; and (ii) all due diligence and other information necessary to verify the accuracy and completeness of such representations, warranties and covenants; each Buyer has received answers to all questions such Buyer submitted to the Company regarding an investment in the Company; and each Buyer has relied on the information contained therein and has not been furnished any other documents, literature, memorandum or prospectus.
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(t)              Trading Activities .  The Buyer's trading activities with respect to the Company's Common Stock shall be in compliance with all applicable federal and state securities laws, rules and regulations and the rules and regulations of the principal market on which the Company's Common Stock is listed or traded.  Neither the Buyer nor its affiliates has an open short position in the Common Stock of the Company and, except as set forth below, the Buyer shall not, and shall not cause any of its affiliates under common control with the Buyer, to engage in any short sale as defined in any applicable SEC or Financial Industry Regulatory Authority (FINRA) rules on any hedging transactions with respect to the Common Stock until the earlier to occur of (i) the second anniversary of the Closing Date and (ii) the Buyer(s) no longer own Common Stock. Without limiting the foregoing, the Buyer agrees not to engage in any naked short transactions in excess of the amount of shares owned (or an offsetting long position) by the Buyer.
(u)              Regulation FD .  Each Buyer acknowledges and agrees that certain of the information received by it in connection with the transactions contemplated by this Agreement (in particular, and without limitation, information relating to the draft of the Merger 8-K, and other information relating to the Company) may be of a confidential nature and may be regarded as material non-public information under Regulation FD promulgated by the SEC and that, if applicable, such information has been furnished to the Buyer for the sole purpose of enabling the Buyer to consider and evaluate an investment in the PPO Shares.  For avoidance of doubt, confidential information does not include any information that is publicly disclosed or disseminated by the Company or made publicly available by a third party.  The Buyer agrees that it will treat such information in a confidential manner, will not use such information for any purpose other than evaluating an investment in the PPO Shares, will not, directly or indirectly, trade or permit the Buyer's agents, representatives or affiliates to trade in any securities of the Company while in possession of such information and will not, directly or indirectly, disclose or permit the Buyer's agents, representatives or affiliates to disclose any of such information without the Company's prior written consent.  The Buyer shall make its agents, affiliates and representatives aware of the confidential nature of the information contained herein and the terms of this section including the Buyer's agreement to not disclose such information, to not trade in the Company's securities while in the possession of such information and to be responsible for any disclosure or other improper use of such information by such agents, affiliates or representatives.
(v)              No Legal Advice from the Company .  Each Buyer acknowledges that it had the opportunity to review this Agreement and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. Each Buyer is relying solely on such Advisors and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.
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(w)              No Group Participation .  Each Buyer and its affiliates is not a member of any group, nor is any Buyer acting in concert with any other person, including any other Buyer, with respect to its acquisition of the PPO Shares.
(x)              (For ERISA plan Buyers only) .   The fiduciary of the ERISA plan represents that such fiduciary has been informed of and understands the Company's investment objectives, policies and strategies, and that the decision to invest "plan assets" (as such term is defined in ERISA) in the Company is consistent with the provisions of ERISA that require diversification of plan assets and impose other fiduciary responsibilities. The Buyer fiduciary or Plan (a) is responsible for the decision to invest in the Company; (b) is independent of the Company or any of its affiliates; (c) is qualified to make such investment decision; and (d) in making such decision, the Buyer fiduciary or Plan has not relied primarily on any advice or recommendation of the Company or any of its affiliates;
(y)              The Buyer should check the Office of Foreign Assets Control ("OFAC") website at http://www.treas.gov/ofac before making the following representations. The Buyer represents that the amounts invested by it in the Company in the PPO Shares were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at http://www.treas.gov/ofac. In addition, the programs administered by OFAC (the "OFAC Programs") prohibit dealing with individuals 1 or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists;
(z)              To the best of the Buyer's knowledge, none of: (1) the Buyer; (2) any person controlling or controlled by the Buyer; (3) if the Buyer is a privately-held entity, any person having a beneficial interest in the Buyer; or (4) any person for whom the Buyer is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs.  Please be advised that the Company may not accept any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph. The Buyer agrees to promptly notify the Company should the Buyer become aware of any change in the information set forth in these representations. The Buyer understands and acknowledges that, by law, the Company may be obligated to "freeze the account" of the Buyer, either by prohibiting additional subscriptions from the Buyer, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations, and a Broker may also be required to report such action and to disclose the Buyer's identity to OFAC. The Buyer further acknowledges that the Company may, by written notice to the Buyer, suspend the redemption rights, if any, of the Buyer if the Company reasonably deems it necessary to do so to comply with anti-money laundering regulations applicable to the Company or any Broker or any of the Company's other service providers. These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs;


1   These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs.
 
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(aa)              To the best of the Buyer's knowledge, none of: (1) the Buyer; (2) any person controlling or controlled by the Buyer; (3) if the Buyer is a privately-held entity, any person having a beneficial interest in the Buyer; or (4) any person for whom the Buyer is acting as agent or nominee in connection with this investment is a senior foreign political figure 1 ,   or any immediate family 2 member   or close associate 3   of a senior foreign political figure, as such terms are defined in the footnotes below; and
(bb)              If the Buyer is affiliated with a non-U.S. banking institution (a "Foreign Bank"), or if the Buyer receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Buyer represents and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate.
3.              REPRESENTATIONS AND WARRANTIES OF THE COMPANY .
The Company represents and warrants to each of the Buyers that:
(a)              Organization and Qualification .  The Company is a corporation duly organized and validly existing in good standing under the laws of the State of Nevada, and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect, as defined below.
(b)              Authorization, Enforcement, Compliance with Other Instruments .  (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Escrow Agreement and all other documents necessary or desirable to effect the transactions contemplated hereby (collectively the " Transaction Documents ") to which it is a party and to issue the PPO Shares, in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the PPO Shares have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents will be duly executed and delivered by the Company, (iv) the Transaction Documents when executed will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.



1 A "senior foreign political figure" is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a "senior foreign political figure" includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.
2 "Immediate family" of a senior foreign political figure typically includes the figure's parents, siblings, spouse, children and in-laws.
3 A "close associate" of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.
 
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(c)              Capitalization . The authorized capital stock of the Company consists of 400,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, $0.001 par value per share (" Preferred Stock "). As of after the LFC Acquisition and immediately prior to the Initial Closing of this PPO the Company has approximately 17,174,697  shares of Common Stock issued and outstanding and no shares of Preferred Stock outstanding. All of such outstanding shares have been duly authorized, validly issued and are fully paid and nonassessable. No shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The PPO Shares, when issued, will be free and clear of all pledges, liens, encumbrances and other restrictions (other than those arising under federal or state securities laws as a result of the issuance of the PPO Shares). No co-sale right, right of first refusal or other similar right exists with respect to the PPO Shares or the issuance and sale thereof. The issue and sale of the PPO Shares will not result in a right of any holder of Company securities to adjust the exercise, exchange or reset price under such securities. The Company has made available to the Buyer true and correct copies of the Company's Articles of Incorporation, and as in effect on the date hereof (the " Articles of Incorporation "), and the Company's By-laws, as in effect on the date hereof (the " By-laws "), and the terms of all securities exercisable for Common Stock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.
(d)              Issuance of Securities .  The PPO Shares are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and nonassessable, are free from all taxes, liens and charges with respect to the issue thereof.
(e)              No Conflicts .  The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) result in a violation of the Articles of Incorporation, any certificate of designations of any outstanding series of preferred stock of the Company or the By-laws or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company is a party, or result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations of the OTC Markets (the " OTC Markets ") on which the Common Stock is quoted) applicable to the Company or by which any property or asset of the Company is bound or affected except for those which could not reasonably be expected to have a material adverse effect on the assets, business, condition (financial or otherwise), results of operations or future prospects of the Company (a " Material Adverse Effect "). Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under or contemplated by this Agreement or the Escrow Agreement in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is unaware of any facts or circumstance, which might give rise to any of the foregoing.
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(f)              SEC Filings; Financial Statements .  The Company has filed various quarterly and annual reports with the SEC prior to the date hereof (and, all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to herein as the " SEC Filings "). The SEC Filings are available to the Buyers via the SEC's EDGAR system.  As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the SEC Filings.
(g)              Absence of Litigation .  Except as set forth in the Company's SEC Filings, or as otherwise would not be deemed material, management is not aware of any action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending against or affecting the Company or the Common Stock, wherein an unfavorable decision, ruling or finding would (i) adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement or any of the documents contemplated herein, or (ii) have a Material Adverse Effect.
(h)              Acknowledgment Regarding Buyer's Purchase of the PPO Shares .  The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm's length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that each Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by such Buyer or any of their respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is merely incidental to such Buyer's purchase of the PPO Shares. The Company further represents to the Buyers that the Company's decision to enter into this Agreement has been based solely on the independent evaluation by the Company and its representatives.
(i)              Intellectual Property Rights .   The Company has not received any notice of infringement of, or conflict with, the asserted rights of others with respect to any intellectual property that it utilizes.
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(j)              Environmental Laws .
(i)              The Company has complied with all applicable Environmental Laws (as defined below), except for violations of Environmental Laws that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. There is no pending or, to the knowledge of the Company, threatened civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request, relating to any Environmental Law involving the Company, except for litigation, notices of violations, formal administrative proceedings or investigations, inquiries or information requests that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, "Environmental Law" means any federal, state or local law, statute, rule or regulation or the common law relating to the environment or occupational health and safety, including without limitation any statute, regulation, administrative decision or order pertaining to (i) treatment, storage, disposal, generation and transportation of industrial, toxic or hazardous materials or substances or solid or hazardous waste; (ii) air, water and noise pollution; (iii) groundwater and soil contamination; (iv) the release or threatened release into the environment of industrial, toxic or hazardous materials or substances, or solid or hazardous waste, including without limitation emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or chemicals; (v) the protection of wild life, marine life and wetlands, including without limitation all endangered and threatened species; (vi) storage tanks, vessels, containers, abandoned or discarded barrels, and other closed receptacles; (vii) health and safety of employees and other persons; and (viii) manufacturing, processing, using, distributing, treating, storing, disposing, transporting or handling of materials regulated under any law as pollutants, contaminants, toxic or hazardous materials or substances or oil or petroleum products or solid or hazardous waste.  As used above, the terms "release" and "environment" shall have the meaning set forth in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (" CERCLA ").
(ii)              To the knowledge of the Company there is no material environmental liability with respect to any solid or hazardous waste transporter or treatment, storage or disposal facility that has been used by the Company.
(iii)              The Company (i) has received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct its business and (ii) is in compliance with all terms and conditions of any such permit, license or approval.
(k)              No Material Adverse Breaches, etc .  Except as set forth in the SEC Filings, the Company is not subject to any judgment, decree, order, rule or regulation which in the judgment of the Company's officers has or is expected in the future to have a Material Adverse Effect. Except as set forth in the SEC Filings, the Company is not in breach of any contract or agreement which breach, in the judgment of the Company's officers, has or is expected to have a Material Adverse Effect.
(l)              Certain Transactions .  Except as set forth in the SEC Filings, and except for arm's length transactions pursuant to which the Company makes payments in the ordinary course of business upon terms no less favorable than the Company could obtain from third parties, none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.
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(m)              Rights of First Refusal .  The Company is not obligated to offer the PPO Shares offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.
(n)              Reliance .  The Company acknowledges that the Buyers are relying on the representations and warranties made by the Company hereunder and that such representations and warranties are a material inducement to the Buyer purchasing the PPO Shares. The Company further acknowledges that without such representations and warranties of the Company made hereunder, the Buyers would not enter into this Agreement.
(o)              Brokers' Fees .  The Company does not have any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement.
4.              COVENANTS .
(a)              Best Efforts .  Each party shall use its best efforts timely to satisfy each of the conditions to be satisfied by it as provided in Sections 5 and 6 of this Agreement.
(b)              Form D .  The Company shall exercise best efforts in timely filing a Form D with respect to the offer and sale of the PPO Shares as required under Regulation D.
(c)              Reporting Status .  For at least one year following the Closing, the Company shall use its commercially reasonable efforts to file in a timely manner (subject to the extensions provided in Rule 12b-25) all reports required to be filed with the SEC pursuant to the Exchange Act, and the regulations of the SEC thereunder, and the Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination.  No assurance can be made that the Company will be able to satisfy this requirement.
(d)              Use of Proceeds .  The Company shall use $36,000 of the net proceeds from the sale of the PPO Shares (after deducting legal fees and expenses) for repayment of existing notes, and $5,000 to be paid to CKR Law, LLC in connection with legal fees and all remaining proceeds for general working capital purposes.  The forgoing expenses may be paid directly from the Escrow Account at a Closing, in parts or at one Closing.
(e)              Listings or Quotation .  The Company shall use its best efforts to maintain the listing or quotation of its Common Stock upon the OTC Bulletin Board and/or OTC Markets.
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5.              CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL .
The obligation of the Company hereunder to issue and sell the PPO Shares to the Buyer(s) at each Closing is subject to the satisfaction, at or before the applicable Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:
(a)              Buyer shall have executed this Agreement (which incorporates by reference the Escrow Agreement to which the Buyer agrees to be bound hereby) and completed and executed the Investor Certification and the Investor Profile and delivered them to the Company.
(b)              The Buyer shall have delivered to the Escrow Agent, the Subscription Amount for PPO Shares in the amount set forth on the signature page affixed hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company.
(c)              The representations and warranties of the Buyer(s) contained in this Agreement shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the applicable Closing Date.
(d)              Notwithstanding the foregoing, and for avoidance of doubt, the Company, at its sole discretion my terminate the offering, or reject any Buyer's investment for any reason or for no reason and, all funds from rejected subscriptions shall be returned to the prospective Buyer without interest and less wire or disbursement fees.
6.              CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE .
(a)              The obligation of the Buyer hereunder to purchase the PPO Shares at a Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, prior to the Termination Date:
(i)              The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.
(ii)              The Company shall have completed the LFC Acquisition; and
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(iii)              The Company shall have given the Escrow Agent and Buyer notice of a Closing and disbursement instructions in accordance with the Escrow Agreement, with the amount being accepted and number of PPO Shares being issued.
7.              GOVERNING LAW: MISCELLANEOUS .
(a)              Governing Law .  This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the principles of conflict of laws.  The parties further agree that any action between them shall be heard exclusively in federal or state court sitting in the New York County, New York, and expressly consent to the jurisdiction and venue of the Supreme Court of New York, sitting in New York County and the United States District Court for the Southern District of New York for the adjudication of any civil action asserted pursuant to this paragraph.
(b)              Counterparts .  This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event any signature page is delivered by facsimile transmission, the party using such means of delivery shall cause four (4) additional original executed signature pages to be physically delivered to the other party within five (5) days of the execution and delivery hereof.
(c)              Headings .  The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.
(d)              Severability .  If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.
(e)              Entire Agreement, Amendments .  This Agreement supersedes all other prior oral or written agreements between the Buyer(s), the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein (including any term sheet), and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the party to be charged with enforcement.
(f)              Notices .  Any notices, consents, waivers, or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon confirmation of receipt, when sent by facsimile; (iii) upon receipt when sent by U.S. certified mail, return receipt requested, or (iv) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:
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If to the Company, to:
Cala Energy Corp.
 
777 South Post Oak Lane,
 
One Riverway
 
Suite 1700, PMB # 1554
Houston, Texas 77056
 
Attention: Shaun Donnelly or curent CEO
   
With a copy to:
CKR Law LLP
 
1330 Avenue of the Americas, 35 th Floor
 
New York, New York  10019
 
Attention:                        Mark Crone, Esq.
 
Telephone:                        (212) 400-6900
 
Facsimile:                        (212) 400-6901
If to the Buyer(s), to its address and facsimile number set forth on the Buyer Omnibus Signature Page affixed hereto. Each party shall provide five (5) days' prior written notice to the other party of any change in address or facsimile number.
(g)              Successors and Assigns .  This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. No party shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party hereto.
(h)              No Third Party Beneficiaries .  This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
(i)              Survival .  Unless this Agreement is terminated under Section 7(l), the representations and warranties of the Company and the Buyer(s) contained in Sections 2 and 3, the agreements and covenants set forth in Sections 4, 5 and 7, and the indemnification provisions set forth in Section 6, shall survive the Closing for a period of two (2) years.  The Buyer(s) shall be responsible only for its own representations, warranties, agreements and covenants hereunder.
(j)              Publicity .  The Company shall have the right to approve, before issuance any press release or any other public statement with respect to the transactions contemplated hereby made by any other party; and the Company shall be entitled, without the prior approval of any Buyer, to issue any press release or other public disclosure with respect to such transactions required under applicable securities or other laws or regulations or as it otherwise deems appropriate.
(k)              Further Assurances .  Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
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(l)              Termination .  Subject to the prior termination at the discretion of the Company and the Placement Agent, in the event the Closing shall not have occurred on or before five (5) business days from the end of the Offering Period, the Offering shall not be completed and the Company shall arrange for the prompt return of all subscription proceeds without interest or deduction.
(m)              No Strict Construction .  The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.
(n)              Remedies .  In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Buyer and the Company will be entitled to specific performance under this Agreement. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agree to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.
(o)              ANTI MONEY LAUNDERING REQUIREMENTS
The USA PATRIOT Act
What is money laundering?
How big is the problem and why is it important?
The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad.  The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002, all brokerage firms have been required to have new, comprehensive anti-money laundering programs.
To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act.
Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism.
The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year.
 
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What are we required to do to eliminate money laundering?
Under new rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws.
As part of our required program, we may ask you to provide various identification documents or other information. Until you provide the information or documents we need, we may not be able to effect any transactions for you.
[REMAINDER PAGE INTENTIONALLY LEFT BLANK]
 
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IN WITNESS WHEREOF , the Buyers and the Company have caused this Securities Purchase Agreement to be duly executed as of the date first written above.

 
COMPANY:
 
CALA ENERGY CORP.
   
 
By:                                                                       
 
Name:  
 
Title:  
   


 
BUYER:
 
The Buyer (and other Buyers executing a copy of this Agreement) executing the Buyer Omnibus Signature Page in the form attached hereto as Annex A and delivering the same to the Company or its agents shall be deemed to have executed this Agreement and agreed to the terms hereof.
By executing Annex A, the Buyer hereby accepts ad agrees to be bound by and a party to, the Escrow Agreement annexed as Exhibit A hereto.


 

To subscribe for PPO Shares in the private offering of CALA ENERGY CORP.:
1. Date and Fill in the number of PPO Shares being purchased and Complete and Sign (i) the Buyer Omnibus Signature Page of the Securities Purchase Agreement, attached as Annex A .
2. Initial the Investor Certification attached as Annex B .
3. Complete and Sign the Investor Profile attached as Annex C .
4. Complete and Sign the Anti-Money Laundering Information Form attached as Annex D .
5. Fax or email all forms and then send all signed original documents to:
CKR Law LLP
1330 Avenue of the Americas, 35 th Floor
New York, NY 10019
Facsimile Number:  212.400.6901
Telephone Number:  212.400.6900
Attention:  Kathleen L. Rush
Email:  krush@ckrlaw.com
6. If you are paying the Purchase Price by check, a check for the exact dollar amount of the Purchase Price for the amount of PPO Shares in U.S. dollars you are offering to purchase should be made payable to the order of "CKR LAW LLP, as Escrow Agent for Cala Energy Corp." and should be sent to CKR LAW LLP at the address provided above, Attention: Kathleen L. Rush.
7. If you are paying the Purchase Price by wire transfer, you should send a wire transfer for the exact U.S. dollar amount of the Purchase Price of the PPO Shares you are offering to purchase according to the following instructions:
Bank Name:
ABA Routing Number:
Account Number:
Swift Code:
Reference:
Escrow Agent Contact:
 
 

ANNEX A
 
BUYER OMNIBUS SIGNATURE PAGE
TO
SECURITIES PURCHASE AGREEMENT
AND ESCROW AGREEMENT
The undersigned, desiring to: (i) enter into the Securities Purchase Agreement, dated as of March 25,  2015 (the "Securities Purchase Agreement"), between the undersigned, CALA ENERGY CORP., a Nevada corporation (the " Company "), and the other parties thereto, in or substantially in the form furnished to the undersigned, (ii) enter into and become bound by the Escrow Agreement, between the undersigned, the Company and the Escrow Agent; and (iii) purchase the PPO Shares of the Company as set forth below, hereby agrees to purchase such PPO Shares from the Company and further agrees to join the Securities Purchase Agreement and the Escrow Agreement as a party thereto, with all the rights and privileges appertaining thereto, and to be bound in all respects by the terms and conditions thereof.  The undersigned specifically acknowledges having read the representations section in the Securities Purchase Agreement entitled "Buyer's Representations and Warranties," and hereby represents that the statements contained therein are complete and accurate with respect to the undersigned as a Buyer, and that the subscription herein is subject to acceptance by Buyer.
The Buyer hereby elects to purchase ____ Units comprising ___                                                                                                                                                              PPO Shares ($    ) (to be completed by the Buyer) under the Securities Purchase Agreement, at a purchase price of $50,000 per Unit.
BUYER (individual)                                                                                                        BUYER (entity)
                                                                                                                                                                                      
Signature                                                                                                        Name of Entity
                                                                                                                                                                                      
Print Name                                                                                                        Signature
Print Name:                                                                                                                
Signature (if Joint Tenants or Tenants in Common)    Title:
Address of Principal Residence:                                                                                                        Address of Executive Offices:
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      
Social Security Number(s):                                                                                                        IRS Tax Identification Number:
                                                                                                                                                                                      
Telephone Number:                                                                                                        Telephone Number:
                                                                                                                                                                                      
Facsimile Number:                                                                                                        Facsimile Number:
                                                                                                                                                                                      
 

ANNEX B
CALA ENERGY CORP.
INVESTOR CERTIFICATION
For Individual Accredited Investors Only
(all Individual Accredited Investors must INITIAL where appropriate):
Initial _______ I have a net worth of at least $1 million either individually or through aggregating my individual holdings and those in which I have a joint, community property or other similar shared ownership interest with my spouse.   (For purposes of calculating your net worth under this paragraph, (a) your primary residence shall not be included as an asset; (b) indebtedness secured by your primary residence, up to the estimated fair market value of your primary residence at the time of your purchase of the securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of your purchase of the securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of your primary residence, the amount of such excess shall be included as a liability); and (c) indebtedness that is secured by your primary residence in excess of the estimated fair market value of your primary residence at the time of your purchase of the securities shall be included as a liability.)
Initial _______ I have had an annual gross income for the past two years of at least $200,000 (or $300,000 jointly with my spouse) and expect my income (or joint income, as appropriate) to reach the same level in the current year.
Initial _______ I am a director or executive officer of the Company.
For Non-Individual Accredited Investors
(all Entity / Non-Individual Accredited Investors must INITIAL where appropriate):
Initial _______ The investor certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by persons who meet at least one of the criteria for Individual Investors set forth above.
Initial _______ The investor certifies that it is a partnership, corporation, limited liability company or business trust that has total assets of at least $5 million and was not formed for the purpose of investing the Company.
Initial _______ The investor certifies that it is an employee benefit plan whose investment decision is made by a plan fiduciary (as defined in ERISA §3(21)) that is a bank, savings and loan association, insurance company or registered investment advisor.
Initial _______ The investor certifies that it is an employee benefit plan whose total assets exceed $5,000,000 as of the date of this Agreement.
Initial _______ The undersigned certifies that it is a self-directed employee benefit plan whose investment decisions are made solely by persons who meet at least one of the criteria for Individual Investors.
Initial _______ The investor certifies that it is a U.S. bank, U.S. savings and loan association or other similar U.S. institution acting in its individual or fiduciary capacity.
Initial _______ The undersigned certifies that it is a broker-dealer registered pursuant to §15 of the Securities Exchange Act of 1934.
 
 

ANNEX B
 
Initial _______ The investor certifies that it is an organization described in §501(c)(3) of the Internal Revenue Code with total assets exceeding $5,000,000 and not formed for the specific purpose of investing in the Company.
Initial _______ The investor certifies that it is a trust with total assets of at least $5,000,000, not formed for the specific purpose of investing in the Company, and whose purchase is directed by a person with such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the prospective investment.
Initial _______ The investor certifies that it is a plan established and maintained by a state or its political subdivisions, or any agency or instrumentality thereof, for the benefit of its employees, and which has total assets in excess of $5,000,000.
Initial _______ The investor certifies that it is an insurance company as defined in §2(13) of the Securities Act of 1933, or a registered investment company.
For Non-U.S. Person Investors
(all Investors who are not a U.S. Person   must INITIAL this section):
Initial _______ The investor is not a "U.S. Person" as defined in Regulation S; and specifically the investor is not:
A. a natural person resident in the United States of America, including its territories and possessions ("United States");
B. a partnership or corporation organized or incorporated under the laws of the United States;
C. an estate of which any executor or administrator is a U.S. Person;
D. a trust of which any trustee is a U.S. Person;
E. an agency or branch of a foreign entity located in the United States;
F. a non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;
G. a discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; or
H. a partnership or corporation: (i) organized or incorporated under the laws of any foreign jurisdiction; and (ii) formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.
And, in addition:
I. the investor was not offered the securities in the United States;
J. at the time the buy-order for the securities was originated, the investor was outside the United States; and
K. the investor is purchasing the securities for its own account and not on behalf of any U.S. Person (as defined in Regulation S) and a sale of the securities has not been pre-arranged with a purchaser in the United States.
 

ANNEX C
CALA ENERGY CORP.
ANTI MONEY Investor Profile
(Must be completed by Investor)
Section A - Personal Investor Information
Investor Name(s):
 
Individual executing Profile or Trustee:
 
Social Security Numbers / Federal I.D. Number:
 
Date of Birth:
     
Marital Status:
   
Joint Party Date of Birth:
     
Investment Experience (Years):
   
Annual Income:
     
Liquid Net Worth:
   
Net Worth ( excluding value of primary residence ):
 
                                             
   
Home Street Address:
 
Home City, State & Zip Code:
 
Home Phone:
 
Home Fax:
 
Home Email:
 
Employer:
 
Employer Street Address:
 
Employer City, State & Zip Code:
 
Bus. Phone:
 
Bus. Fax:
 
Bus. Email:
 
Type of Business:
 
(PLACEMENT AGENT) Account Executive / Outside Broker/Dealer:
 
If you are a United States citizen , please list the number and jurisdiction of issuance of any other government-issued document evidencing residence and bearing a photograph or similar safeguard (such as a driver's license or passport), and provide a photocopy of each of the documents you have listed.
 
If you are NOT a United States citizen, for each jurisdiction of which you are a citizen or in which you work or reside, please list (i) your passport number and country of issuance or (ii) alien identification card number AND (iii) number and country of issuance of any other government-issued document evidencing nationality or residence and bearing a photograph or similar safeguard, and provide a photocopy of each of these documents you have listed.  These photocopies must be certified by a lawyer as to authenticity.
 
 
Section B – Certificate Delivery Instructions
 
   
Please deliver certificate to the Employer Address listed in Section A.
   
Please deliver certificate to the Home Address listed in Section A.
   
Please deliver certificate to the following address:
 
 
Section C – Form of Payment – Check or Wire Transfer
 
   
Check payable to Crone Kline Rinde LLP Attorney Trust Account, as Escrow Agent.
   
Wire funds from my outside account according to Section 1(a) of the Securities Purchase Agreement.
   
The funds for this investment are rolled over, tax deferred from __________ within the allowed 60 day window.
 
Please check if you are a FINRA member or affiliate of a FINRA member firm: ________
 
     
Investor Signature
 
Date
 

ANNEX D
LAUNDERING REQUIREMENTS
The USA PATRIOT Act
The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad.  The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions.  Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs.
To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act.
What is money laundering?
Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities.  Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism.
How big is the problem and why is it important?
The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets.  According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year.
What are we required to do to eliminate money laundering?
Under rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with such laws.  As part of our required program, we may ask you to provide various identification documents or other information.  Until you provide the information or documents we need, we may not be able to effect any transactions for you.

 

ANNEX D
New York | San Francisco | Los Angeles | Beijing
www.ckrlaw.com
ANTI-MONEY LAUNDERING INFORMATION FORM