BOTY / Lingerie Fighting Championships, Inc. - SEC Filings, Annual Report, Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-55498 LINGERIE FIGHTING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-55498 LINGERIE FIGHTIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-55498 CUSIP NUMBER (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Repor

U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K

U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 333-148005 LINGERIE FIGHTING CHAMPIONSHIPS, INC. (Name of small business issuer as in its charte

Common Stock Purchase Warrant (First Warrant) Dated September 3, 2024

EXHIBIT 10.2 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

Common Stock Purchase Warrant (Second Warrant) Dated September 3, 2024

EXHIBIT 10.10 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R

Securities Purchase Agreement Dated March 2, 2025

EXHIBIT 10.16 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 2, 2025, by and between LINGERIE FIGHTING CHAMPIONSHIPS, INC., a Nevada corporation, with headquarters located at 6955 North Durango Drive, Suite 1115-129, Las Vegas, NV 89149 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boylsto

Common Stock Purchase Warrant (First Warrant) Dated December 9, 2024

EXHIBIT 10.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

Amendment #1 Dated August 8, 2024, To Original Note Dated May 27, 2024

EXHIBIT 10.5 AMENDMENT #1 THIS AMENDMENT #1 to the Note (as defined below) (the “Amendment”) is entered into as of August 8, 2024, by and between Lingerie Fighting Championships, Inc., a Nevada corporation (the “Company”), and Auctus Fund, LLC, a Delaware limited liability company (the “Holder”) (collectively the “Parties”). BACKGROUND A. The Company and Holder are the parties to that certain prom

Common Stock Purchase Warrant (Second Warrant) Dated December 9, 2024

EXHIBIT 10.11 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R

Securities Purchase Agreement Dated December 9, 2024

EXHIBIT 10.15 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 9, 2024, by and between LINGERIE FIGHTING CHAMPIONSHIPS, INC., a Nevada corporation, with headquarters located at 6955 North Durango Drive, Suite 1115-129, Las Vegas, NV 89149 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boyl

Common Stock Purchase Warrant (First Warrant) dated May 27, 224

EXHIBIT 10.1 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

Securities Purchase Agreement Dated September 3, 2024

EXHIBIT 10.14 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 3, 2024, by and between LINGERIE FIGHTING CHAMPIONSHIPS, INC., a Nevada corporation, with headquarters located at 6955 North Durango Drive, Suite 1115-129, Las Vegas, NV 89149 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boy

Promissory Note Dated December 9, 2024

EXHIBIT 10.8 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Promissory Note Dated May 27, 2024

EXHIBIT 10.6 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Promissory Note Dated September 3, 2024

EXHIBIT 10.7 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Promissory Note Dated March 2, 2025

EXHIBIT 10.9 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Common Stock Purchase Warrant (Second Warrant) Dated March 2, 2025

EXHIBIT 10.12 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R

Securities Purchase Agreement Dated May 27, 2024

EXHIBIT 10.13 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 27, 2024, by and between LINGERIE FIGHTING CHAMPIONSHIPS, INC., a Nevada corporation, with headquarters located at 6955 North Durango Drive, Suite 1115-129, Las Vegas, NV 89149 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boylston

Common Stock Purchase Warrant (First Warrant) Dated March 2, 2025

EXHIBIT 10.4 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-55498 CUSIP NUMBER (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-55498 LINGERIE FIG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-55498 LINGERIE FIGHTING

Note Auctus BOTY 2022-05-12

EXHIBIT 10.4 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTE

Note Auctus BOTY 2022-10-31 (Signed not notarized)

EXHIBIT 10.5 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

SPA Auctus BOTY 2022-10-31

EXHIBIT 10.9 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 10, 2023, by and between LINGERIE FIGHTING CHAMPIONSHIPS, INC., a Nevada corporation, with headquarters located at 6955 North Durango Drive, Suite 1115-129, Las Vegas, NV 89149 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boyls

Second Warrant Auctus BOTY 2022-05-12

EXHIBIT 10.7 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF TH

U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 333-148005 LINGERIE FIGHTING CHAMPIONSHIPS, INC. (Name of small business issuer as in its charte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-55498 LINGERIE FIGHTIN

First Warrant Auctus BOTY 2022-05-12

EXHIBIT 10.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

Changes in Registrant's Certifying Accountant

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): May 9, 2024 LINGERIE FIGHTING CHAMPIONSHIPS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55498 20-8009362 (State or other jurisdiction (Commission (IRS Empl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-55498 LINGERIE FIG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-55498 LINGERIE FIGHTING

SPA Auctus BOTY 2022-05-12

EXHIBIT 10.8

Disbursement Auth Auctus BOTY 2022-05-12

EXHIBIT 10.2 1 2 3 4

SPA Auctus BOTY 2022-10-31

EXHIBIT 10.9 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 31, 2022, by and between LINGERIE FIGHTING CHAMPIONSHIPS, INC., a Nevada corporation, with headquarters located at 6955 North Durango Drive, Suite 1115-129, Las Vegas, NV 89149 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boyls

Second Warrant Auctus BOTY 2022-05-12

EXHIBIT 10.7

Officer's Certificate Auctus BOTY 2022-05-12

EXHIBIT 10.6

Note Auctus BOTY 2022-05-12

EXHIBIT 10.4

U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF TH

U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 333-148005 LINGERIE FIGHTING CHAMPIONSHIPS, INC. (Name of small business issuer as in its charte

Note Auctus BOTY 2022-10-31 (Signed not notarized)

EXHIBIT 10.5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-55498 LINGERIE FIGHTIN

First Warrant Auctus BOTY 2022-05-12

EXHIBIT 10.3

Board Consent Auctus BOTY 2022-05-12

EXHIBIT 10.1 1 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-55498 CUSIP NUMBER (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-55498 LINGERIE FIG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-55498 LINGERIE FIGHTING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-55498 LINGERIE FIGHTIN

EX-10.44

EXHIBIT 10.44

EX-10.41

EXHIBIT 10.41

EX-10.43

EXHIBIT 10.43

U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF TH

U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 333-148005 LINGERIE FIGHTING CHAMPIONSHIPS, INC. (Name of small business issuer as in its charte

EX-10.42

EXHIBIT 10.42

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-55498 LINGERIE FIG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-55498 LINGERIE FIGHTING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-55498 LINGERIE FIGHTIN

U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF TH

U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 333-148005 LINGERIE FIGHTING CHAMPIONSHIPS, INC. (Name of small business issuer as in its charte

X =

EXHIBIT 10.41 EXERCISE NOTICE THE UNDERSIGNED holder hereby exercises the right to purchase 130,000,000 of the shares of Common Stock (?Warrant Shares?) of Lingerie Fighting Championsh, a Delaware corporation (the ?Company?), evidenced by the attached copy of the Common Stock Purchase Warrant (the ?Warrant?) issued on 3/22/2019. Capitalized terms used herein and not otherwise defined shall have th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-55498 CUSIP NUMBER (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Repor

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-55498 LINGERIE FIG

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-55498 LINGERIE FIGHTING

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-55498 LINGERIE FIGHTIN

Common Stock Purchase Warrant A issued to Auctus Fund, LLC dated, November 2, 2020

EXHIBIT 10.35 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R

Convertible Promissory Note issued to Auctus Fund, LLC dated, October 23, 2019

EXHIBIT 10.27 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Securities Purchase Agreement between the Company and Auctus Fund, LLC dated, August 4, 2020

EXHIBIT 10.29 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of August 4, 2020, by and between LINGERIE FIGHTING CHAMPIONSHIPS, INC., a Nevada corporation, with headquarters located at 6955 North Durango Drive, Suite 1115-129, Las Vegas, NV 89149 (the ?Company?), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boylst

Common Stock Purchase Warrant (First Warrant) issued to Auctus Fund, LLC dated, March 4, 2021

EXHIBIT 10.39 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R

Securities Purchase Agreement between the Company and Auctus Fund, LLC dated, November 2, 2020

EXHIBIT 10.33 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of November 2, 2020, by and between Lingerie Fighting Championships, Inc., a Nevada corporation with headquarters located at 6955 North Durango Drive, Suite 1115-129, Las (the ?Company?, and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boylston Street, 2nd F

Securities Purchase Agreement between the Company and Auctus Fund, LLC dated, October 23, 2019

EXHIBIT 10.26 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of October 23, 2019, by and between LINGERIE FIGHTING CHAMPIONSHIPS, INC., a Nevada corporation, with headquarters located at 6955 North Durango Drive, Suite 1115-129, Las Vegas, NV 89149 (the ?Company?), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boyl

Annual Report - FORM 10-K

U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 333-148005 LINGERIE FIGHTING CHAMPIONSHIPS, INC. (Name of small business issuer as in its charte

Common Stock Purchase Warrant A issued to Auctus Fund, LLC dated, August 4, 2020

EXHIBIT 10.31 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R

Common Stock Purchase Warrant (Second Warrant) issued to Auctus Fund, LLC dated, March 4, 2021

EXHIBIT 10.340 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE

Securities Purchase Agreement between the Company and Auctus Fund, LLC dated, March 4, 2021

EXHIBIT 10.37 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of March 4, 2021, by and between LINGERIE FIGHTING CHAMPIONSHIPS, INC., a Nevada corporation, with headquarters located at 6955 North Durango Drive, Suite 1115-129, Las Vegas, NV 89149 (the ?Company?), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boylsto

Convertible Promissory Note issued to Auctus Fund, LLC dated, November 2, 2020

EXHIBIT 10.34 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Common Stock Purchase Warrant issued to Auctus Fund, LLC dated, October 23, 2019

EXHIBIT 10.28 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R

Common Stock Purchase Warrant B issued to Auctus Fund, LLC dated, August 4, 2020

EXHIBIT 10.32 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R

Common Stock Purchase Warrant B issued to Auctus Fund, LLC dated, November 2, 2020

EXHIBIT 10.36 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R

Convertible Promissory Note issued to Auctus Fund, LLC dated, August 4, 2020

EXHIBIT 10.30 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Convertible Promissory Note issued to Auctus Fund, LLC dated, March 4, 2021

EXHIBIT 10.348 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICAB

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-55498 LINGERIE FIG

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-55498 LINGERIE FIGHTING

BOTY / Lingerie Fighting Championships, Inc. 10-Q Quarterly Report FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55498 LINGERIE F

Securities Purchase Agreement between the Company and Auctus Fund, LLC dated, March 22, 2019

EXHIBIT 10.20 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 22, 2019, by and between LINGERIE FIGHTING CHAMPIONSHIPS, INC., a Nevada corporation, with headquarters located at 6955 North Durango Drive, Suite 1115-129, Las Vegas, NV 89149 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boylst

Common Stock Purchase Warrant issued to Auctus Fund, LLC dated, March 22, 2019

EXHIBIT 10.22 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R

Convertible Promissory Note issued to Auctus Fund, LLC dated, July 2, 2018

EXHIBIT 10.17 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

BOTY / Lingerie Fighting Championships, Inc. FORM 10-K (Annual Report)

U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 333-148005 LINGERIE FIGHTING CHAMPIONSHIPS, INC. (Name of small business issuer as in its charte

Common Stock Purchase Warrant issued to EMA Financial, LLC dated, July 2, 2018

EXHIBIT 10.15 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

Common Stock Purchase Warrant issued to EMA Financial, LLC dated, March 25, 2019

EXHIBIT 10.25 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

12% Convertible Note issued to EMA Financial, LLC dated, July 2, 2018

EXHIBIT 10.14 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Amendment #2 to the Convertible Promissory Note issued on October 18, 2017 between the Company Auctus Fund, LLC, dated February 23, 2018

EXHIBIT 10.12

Amendment to the Convertible Note between the Company and EMA Financial, LLC dated February 20, 2018.

EXHIBIT 10.11

Securities Purchase Agreement between the Company and Auctus Fund, LLC dated, July 2, 2018

EXHIBIT 10.16 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 2, 2018, by and between LINGERIE FIGHTING CHAMPIONSHIPS, INC., a Nevada corporation, with headquarters located at 6955 North Durango Drive, Suite 1115-129, Las Vegas, NV 89149 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boylston

Securities Purchase Agreement between the Company and EMA Financial, LLC dated, July 2, 2018

EXHIBIT 10.13 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 2, 2018, is entered into by and between LINGERIE FIGHTING CHAMPTIONSHIPS, INC., a Nevada corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant

Amendment #1 to the Convertible Promissory Note Issued on July 2, 2018 to Auctus Fund, LLC dated, July 2, 2018

EXHIBIT 10.18 AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON JULY 2, 2018 THIS AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON July 2, 2018 (the “Amendment”) is entered into as of July 25, 2018, by and between Lingerie Fighting Championships, Inc., a Nevada corporation (the “Company”), and Auctus Fund, LLC, a Delaware limited liability company (the “Holder”) (collectively the

Common Stock Purchase Warrant issued to Auctus Fund, LLC dated, July 2, 2018

EXHIBIT 10.19 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R

12% Convertible Note issued to EMA Financial, LLC dated, March 25, 2019

EXHIBIT 10.24 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Convertible Promissory Note issued to Auctus Fund, LLC dated, March 22, 2019

EXHIBIT 10.21 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Securities Purchase Agreement between the Company and EMA Financial, LLC dated, March 25, 2019

EXHIBIT 10.23 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 25, 2019, is entered into by and between LINGERIE FIGHTING CHAMPIONSHIPS, INC., a Nevada corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant

BOTY / Lingerie Fighting Championships, Inc. NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-55498 CUSIP NUMBER (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2018

BOTY / Lingerie Fighting Championships, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-205944 LINGE

BOTY / Lingerie Fighting Championships, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-205944 LINGERIE F

BOTY / Lingerie Fighting Championships, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-205944 LINGERIE

Amendment to Employment Agreement between the Company and Shaun Donnelly

EXHIBIT 10.10 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Agreement”), is effective as of September 30, 2017 (the “Effective Date”), by and between LINGERIE FIGHTING CHAMPIONSHIPS, INC., a Nevada corporation (the “Company”), and SHAUN DONNELLY, an individual (the “Employee”). The Company and Employee are also each hereinafter referred to individually as a “Party

BOTY / Lingerie Fighting Championships, Inc. FORM 10-K (Annual Report)

U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 333-148005 LINGERIE FIGHTING CHAMPIONSHIPS, INC. (Name of small business issuer as in its charte

Letter from Malone Bailey LLP

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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 28, 2018 LINGERIE FIGHTING CHAMPIONSHIPS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55498 20-8009362 (State or other jurisdiction (Commission File N

BOTY / Lingerie Fighting Championships, Inc. NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-55498 CUSIP NUMBER (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2017

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 5, 2018 LINGERIE FIGHTING CHAMPIONSHIPS, INC. (Exact name of registrant as specified in its charter) Nevada 20-8009362 (State or other jurisdiction of incorporation) (I.R.S. Emp

Securities Purchase Agreement dated March 7, 2018 by and between the Company and Auctus Fund, LLC.

EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 7, 2018, by and between LINGERIE FIGHTING CHAMPIONSHIPS, INC., a Nevada corporation, with headquarters located at 6955 North Durango Drive, Suite 1115-129, Las Vegas, NV 89149 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 177 Huntingt

Convertible Note dated March 7, 2018 by and between the Company and Auctus Fund, LLC.

EXHIBIT 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

Securities Purchase Agreement dated March 5, 2018 by and between the Company and EMA Financial, LLC.

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 5, 2018, is entered into by and between LINGERIE FIGHTING CHAMPIONSHIPS, INC., a Nevada corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant t

Convertible Note dated March 5, 2018 by and between the Company and EMA Financial, LLC.

EXHIBIT 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

BOTY / Lingerie Fighting Championships, Inc. FORM 10-Q/A (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No.1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

BOTY / Lingerie Fighting Championships, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-205944 LINGE

Amendment to Convertible Promissory Note between the Company and EMA Financial, LLC, dated February 23, 2018.

EXHIBIT 4.2

Amendment to Convertible Promissory Note between the Company and Auctus Fund, LLC, dated February 23, 2018.

EXHIBIT 4.1

Settlement Agreement between the Company and Crown Bridge Partners, LLC, dated February 21, 2018

EXHIBIT 10.1 1 2 3

BOTY / Lingerie Fighting Championships, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-205944 LINGERIE F

Convertible Note dated September 25, 2017 by and between the Company and EMA Financial, LLC.

botyex41.htm EXHIBIT 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION ST

Securities Purchase Agreement dated September 25, 2017 by and between the Company and EMA Financial, LLC.

botyex101.htm EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this ?Agreement?), dated as of September 25, 2017, is entered into by and between LINGERIE FIGHTING CHAMPIONSHIPS, INC., a Nevada corporation (the ?Company?), and EMA Financial, LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS, subject to the terms and conditions set forth in this Agree

Securities Purchase Agreement dated October 18, 2017 by and between the Company and Auctus Fund, LLC.

botyex102.htm EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of October 18, 2017, by and between LINGERIE FIGHTING CHAMPIONSHIPS, INC., a Nevada corporation, with headquarters located at 6955 North Durango Drive, Suite 1115-129, Las Vegas, NV 89149 (the ?Company?), and AUCTUS FUND, LLC, a Delaware limited liability company, with its addres

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

boty8k.htm 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): September 25, 2017 LINGERIE FIGHTING CHAMPIONSHIPS, INC. (Exact name of registrant as specified in its charter) Nevada 20-8009362 (State or other jurisdiction of incorporat

Amendment to Articles of Incorporation

botyex31.htm EXHIBIT 3.1

Convertible Note dated October 18, 2017 by and between the Company and Auctus Fund, LLC.

botyex42.htm EXHIBIT 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION ST

BOTY / Lingerie Fighting Championships, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-205944 LINGERIE

8% Convertible Note, dated September 7, 2016, issued by the Company to EMA Financial, LLC.

EXHIBIT 4.1

Securities Purchase Agreement by and between the Company and EMA Financial, LLC, dated September 7, 2016.

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 7, 2016, is entered into by and between LINGERIE FIGHTING CHAMPIONSHIPS, INC., a Nevada corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursua

Lingerie Fighting Championships DEF 14C

botydef14c.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement o Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement LINGERIE FIGHTING CHA

Lingerie Fighting Championships PRE 14C

wordproof.doc UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement o Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) o Definitive Information Statement LINGERIE FIGHTING CHAM

Lingerie Fighting Championships FORM 10-K (Annual Report)

boty10k.htm U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 333-148005 LINGERIE FIGHTING CHAMPIONSHIPS, INC. (Name of small business issuer as i

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

botynt10k.htm 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): May 4, 2017 LINGERIE FIGHTING CHAMPIONSHIPS, INC. (Exact name of registrant as specified in its charter) Nevada 20-8009362 (State or other jurisdiction of incorporation)

Lingerie Fighting Championships NT 10-K

botynt10k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-55498 CUSIP NUMBER (Check one): x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: Dece

Lingerie Fighting Championships RW

botyrw.htm March 7, 2016 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549-4561 Attention: Larry Spirgel Re: Lingerie Fighting Championships, Inc. (the ?Registrant?) Withdrawal of Registration Statement on Form S-1 (File No. 333-210989) Dear Mr. Spirgel: Pursuant to Rule 477 promulgated under the Securities Act of 1933, as am

Lingerie Fighting Championships DEF 14C

botydef14c.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement o Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement LINGERIE FIGHTING CHA

Lingerie Fighting Championships PRER 14C

botyprer14c.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. 1) Check the appropriate box: x Preliminary Information Statement o Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) o Definitive Information Statement LI

Lingerie Fighting Championships ESP

botycorresp.htm Lingerie Fighting Championships, Inc. 6955 North Durango Drive, Suite 1115-129 Las Vegas, NV 89149 February 23, 2017 Larry Spirgel U.S. Securities & Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Lingerie Fighting Championships, Inc. Preliminary Information Statement on Schedule 14C Filed February 1, 2017 File No. 000-55498 Dear Mr. Spirgel: By letter dated Febru

Amendment to Articles of Incorporation

botyex31.htm EXHIBIT 3.1

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

boty8k.htm 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): November 22, 2016 LINGERIE FIGHTING CHAMPIONSHIPS, INC. (Exact name of registrant as specified in its charter) Nevada 20-8009362 (State or other jurisdiction of incorporati

Amendment to Articles of Incorporation

botyex32.htm EXHIBIT 3.2

BOTY / Lingerie Fighting Championships, Inc. / Tangiers Global, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. ) * Lingerie Fighting Championships, Inc. (Name of issuer) Common Stock. $0.001 value per share (Title of class of securities) 535742100 (CUSIP number) February 3, 2017 (Date of Event Which Requires filing of this Statement) Check the appropriate box to desi

Lingerie Fighting Championships PRE 14C

botypre14c.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement o Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) o Definitive Information Statement LINGERIE FIGHTING CHA

Lingerie Fighting Championships FORM 10-Q (Quarterly Report)

boty10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-

EX-10.2

pdfproof.pdf EXHIBIT 10.2

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

boty8k.htm 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): October 1, 2016 LINGERIE FIGHTING CHAMPIONSHIPS, INC. (Exact name of registrant as specified in its charter) Nevada 20-8009362 (State or other jurisdiction of incorporation

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

botyex101.htm EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made and entered into as of October 1, 2016 (the ?Effective Date?), by and among Lingerie Fighting Championships, Inc., a Nevada corporation (the ?Company?), and Shaun Donnelly, an individual (the ?Employee? and, together with the Company, the ?Parties? and each, a ?Party?). W I T N E S S E T H: WHEREAS,

Amendment to Articles of Incorporation

botyex31.htm 1 2 3 4 5

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

boty8k.htm 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): September 14, 2016 LINGERIE FIGHTING CHAMPIONSHIPS, INC. (Exact name of registrant as specified in its charter) Nevada 20-8009362 (State or other jurisdiction of incorporat

Lingerie Fighting Championships FORM 10-Q (Quarterly Report)

lingerie10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55498 LIN

Lingerie Fighting Championships FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-55498 LINGERIE FIG

Commitment Fee Promissory Note between the Company and Tangiers Global, LLC, dated as of April 4, 2016.

EX-10.8 4 ex-108.htm EX 10.8 Exhibit 10.8

Registration Rights Agreement between Company and Tangiers Global, LLC, dated as of April 4, 2016.

Exhibit 10.7

As filed with the Securities and Exchange Commission on April 28, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 LINGERIE FIGHTING CHAMPIONSHIPS, INC, (Exact nam

As filed with the Securities and Exchange Commission on April 28, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Investment Agreement between Company and Tangiers Global, LLC, dated as of April 4, 2016.

Exhibit 10.6

Investment Agreement between Company and Tangiers Global, LLC, dated as of March 18, 2016. *

Exhibit 10.6 INVESTMENT AGREEMENT This INVESTMENT AGREEMENT (the ? Agreement?), dated as of March 18, 2016 (the ? Execution Date?), is entered into by and between LINGERIE FIGHTING CHAMPIONSHIPS, INC. (the ? Company?), a NEVADA corporation, with its principal executive offices at 6955 NORTH DURANGO DRIVE, SUITE 1115-129, LAS VEGAS, NV 89149, and Tangiers Global, LLC (the ? Investor?), a Wyoming li

Lingerie Fighting Championships FORM 10-K (Annual Report)

U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K X ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 333-148005 LINGERIE FIGHTING CHAMPIONSHIPS, INC. (Name of small business issuer as in its charter)

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

Exhibit 10.8 Note: March 18, 2016 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM

Registration Rights Agreement between Company and Tangiers Global, LLC, dated as of March 18, 2016. *

Exhibit 10.7 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the ? Agreement?), dated as of , 2016 (the ? Execution Date ?), is entered into by and between LINGERIE FIGHTING CHAMPIONSHIPS, INC. (the ? Company?), a NEVADA corporation, with its principal executive offices at 6955 North Durango Drive, Suite 1115-129, Las Vegas, NV 89149, and Tangiers Global, LLC (the ? Investor?), a

Lingerie Fighting Championships FORM 12B25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2018 Estimated average burden hours per response?????????... 2.50 SEC FILE NUMBER 001-55498 CUSIP NUMBER (Check one): ?Form 10-K ? Form 20-F ? Form 11-K ?Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 25, 2016 LINGERIE FIGHTING CHAMPIONSHIPS, INC. (Exact name of registrant as specified in Charter) Nevada 333-148005 20-8009362 (State or other jurisdiction of incorporation or o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 ☐ TRANSITION REP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-55498 LINGERIE

3,900,000 Shares Lingerie Fighting Championships, Inc. OTC Pink trading symbol: BOTY

PROSPECTUS 3,900,000 Shares Lingerie Fighting Championships, Inc. OTC Pink trading symbol: BOTY This prospectus relates to the public offering of an aggregate of 3,900,000 shares of common stock which may be sold from time to time by the selling stockholders of Lingerie Fighting Championships, Inc. named in this prospectus. We will not receive any proceeds from the sale by the selling stockholders

Lingerie Fighting Championships FORM 8A-12G

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 LINGERIE FIGHTING CHAMPIONSHIPS, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 20-8009362 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 6955 North Dura

Lingerie Fighting Championships FORM S-1 AMENDMENT NO. 1

As filed with the Securities and Exchange Commission on August 20 , 2015 Registration No.

Lingerie Fighting Championships ESP

LINGERIE FIGHTING CHAMPIONSHIPS, INC. 6955 North Durango Drive Suite 1115-129 Las Vegas, Nevada 89149 August 20, 2015 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Lingerie Fighting Championships, Inc. Registration Statement on Form S-1 File No. 333-205833 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461

Lingerie Fighting Championships ESP

LINGERIE FIGHTING CHAMPIONSHIPS, INC. 6955 North Durango Drive Suite 1115-129 Las Vegas, Nevada 89149 August 20, 2015 By EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Attn: Justin Kisner, Esq. Re: Lingerie Fighting Championships, Inc. Registration Statement on Form S-1 Filed July 24, 2015 File No. 000-205833 Ladies and Gentlemen:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-148005 LINGERIE F

Distribution agreement dated June 29, 2015, between MultiVision Media, Inc. and the Company5

Exhibit 10.3 DISTRIBUTION AGREEMENT dated this 29 th day of June, 2015, by and between MultiVision Media, Inc., a New Jersey corporation ("MultiVision"), and Lingerie Fighting Championships , Inc., a Nevada corporation ("LFC"), MultiVision and LFC being collectively referred to as the "Parties," and each, individually, as a "Party." . W I T N E S S E T H: WHEREAS, LFC plans to hold its first event

Lingerie Fighting Championships FORM S-1

As filed with the Securities and Exchange Commission on July 24, 2015 Registration No.

License agreement dated as of June 4, 2015, between HRHH Hotel/Casino, LLC, d/b/a Hard Rock Hotel and Casino and the Company.5

Exhibit 10.4

Amended and Restated Bylaws of the Company

Exhibit 3.1 BY-LAWS OF LINGERIE FIGHTING CHAMPIONSHIPS, INC. (a Nevada Corporation) ARTICLE I OFFICES SECTION 1.1. Registered Office. The registered office of the Lingerie Fighting Championships, Inc. (the "Corporation") is currently c/o Corporate Creations Network, Inc., 8275 South Eastern Avenue, No. 200, Las Vegas, Nevada 89123. The Board of Directors may from time to time change the registered

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): July 21, 2015 LINGERIE FIGHTING CHAMPIONSHIPS, INC. (Exact name of registrant as specified in Charter) Nevada 333-148005 20-8009362 (State or other jurisdiction of incorporation or or

List of subsidiaries*

Exhibit 21.1 LINGERIE FIGHTING CHAMPIONSHIPS, INC. List of Subsidiaries None

U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2015 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF TH

U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2015 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-148005 LINGERIE FIGHTING CHAMPIONSHIPS, INC. (Name of smal

Restated Articles of Incorporation of the Company, as amended *

Exhibit 3.1

Lingerie Fighting Championships FORM 12B-25

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 333-148005 NOTIFICATION OF LATE FILING T Form 10-K ? Form 11-K ? Form 20-F ? Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: February 28, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 10-Q ? Transition Report on Form 20-F ? Transition Report on Form N-SAR For the Transition Period

FORM 10-Q (Mark One)

FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-148005 LINGERIE FIGHTING CHAMPIONSHIPS, INC.

Lingerie Fighting Championships FORM 12B-25

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 333-148005 NOTIFICATION OF LATE FILING ? Form 10-K ? Form 11-K ? Form 20-F T Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 10-Q ? Transition Report on Form 20-F ? Transition Report on Form N-SAR For the Transition Period En

Form of Founders Agreement, dated July 31, 2014, by and among Lingerie Fighting Championships, Inc., and Mohammed Ismail.

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 ot

Form of 10% Senior Promissory Note issued by the Company, in connection with the sale of senior promissory notes.*

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

Articles of Merger effective as of April 1, 2015 with the Nevada Secretary of State.

Exhibit 2.3

Form of Founders Agreement, dated July 28, 2014, by and among Lingerie Fighting Championships, Inc., Michelle C. Blanchard and Stephen J. Ureczky.

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

Form of Escrow Agreement, by and among the Company, CKR Law, LLP and investors in the PPO financing.

Exhibit 10.4 ESCROW AGREEMENT This Escrow Agreement (this " Agreement") is entered into as of March 25, 2015, by and among CALA ENERGY CORP., a Nevada corporation (the " Company"), CKR LAW, LLP, a law firm organized as a limited liability partnership under the laws of California (the " Escrow Agent"), and the Buyer(s) set forth on the signature pages affixed hereto (the " Buyer"). The Buyer and th

Share Exchange Agreement dated March 31, 2015, by and among Cala Energy Corp., Lingerie Fighting Championships, Inc., and the Shareholders of Lingerie Fighting Championships, Inc.

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.

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

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)

Form of Securities Purchase Agreement, by and among the Company and investors in the PPO financing.

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 agree

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS The following unaudited pro forma combined financial statements give effect to the Merger Agreement between Cala Energy Corporation, Inc.

Form of 5% Convertible Promissory Note issued by the Lingerie Fighting Championships, Inc., in connection with the sale of convertible promissory notes.*

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

Certificate of Change of the Company pursuant to Nevada Revised Statutes Section 78.209, as filed with the Secretary of State of the State of Nevada on March 20, 2015.

Agreement and Plan of Merger dated April 1, 2015, by and among the Company and Lingerie Fighting Championships, Inc.

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 ad

Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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 6, 2015 CALA ENERGY CORP. (Exact Name of Registrant as Specified in Charter) Nevada 333-148005 20-8009362 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Certificate of Change filed with the Secretary of State of Nevada on March 6, 2015

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED November 30, 2014 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 333-148005 CALA ENERGY CORP. (Exact name of regist

Address: 3230 Fallow Field Drive, Diamond Bar, CA 91765, U.S.A Tel: +1 (909) 839-0188 Fax: +1 (909) 839-1128 Website: www.secpa.us

Exhibit 16.1 December 23, 2014 Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Cala Energy Corp. Ladies and Gentlemen: We have read the statements of Cala Energy Corp. pertaining to our firm included under Item 4.01 of Form 8-K dated December 23, 2014 and agree with such statements as they pertain to our firm. Sincerely, Simon & Edward, LLP Diamond Bar, California Ad

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

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): December 23, 2014 CALA ENERGY CORP. (Exact name of registrant as specified in Charter) Nevada 333-148005 20-8009362 (State or other jurisdiction of incorporation or organization) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED August 31, 2014 ☐ TRANSITION REPORT UNDER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED August 31, 2014 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 333-148005 CALA ENERGY CORP. (Exact name of registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED May 31, 2014 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 333-148005 CALA ENERGY CORP. (Exact name of registrant

Amended and Restated Articles of Incorporation of the Company.

Exhibit 3.2

CALA ENERGY CORP. List of Subsidiaries

Exhibit 21.1 CALA ENERGY CORP. List of Subsidiaries Cala Energy International Corp., a Nevada corporation, is a wholly-owned subsidiary

U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2014 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF TH

U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2014 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-148005 CALA ENERGY CORP. (Name of small business issuer as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x Quarterly Report UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED November 30, 2013 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 333-148005 CALA ENERGY CORP. (Exact name of regist

- NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 333-148005 NOTIFICATION OF LATE FILING o Form 10-K o Form 11-K o Form 20-F x Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: November 30, 2103 o Transition Report on Form 10-K o Transition Report on Form 10-Q o Transition Report on Form 20-F o Transition Report on Form N-SAR For the Transition Period

Re: Stock Purchase Agreement

Exhibit 10.1 Date: October , 2013 Cala Energy Corp. 777 S. Post Oak Lane One Riverway Suite 1700 Houston, TX 77056 Re: Stock Purchase Agreement Ladies and Gentlemen: The undersigned (the ?Purchaser?) hereby agrees to purchase the number of Shares (the ?Shares?) of common stock, par value $.001 per share (?Common Stock?), of Cala Energy Corp., a Nevada corporation (the ?Company?), as are set forth

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) o QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED August 31, 2013 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 333-148005 CALA ENERGY CORP. (Exact name of registra

- NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 333-148005 NOTIFICATION OF LATE FILING o Form 10-K o Form 11-K o Form 20-F x Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: August 31, 2013 o Transition Report on Form 10-K o Transition Report on Form 10-Q o Transition Report on Form 20-F o Transition Report on Form N-SAR For the Transition Period E

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders - CURRENT REPORT

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): September 12, 2013 CALA ENERGY CORP. (Exact name of registrant as specified in Charter) Nevada 333-148005 20-8009362 (State or other jurisdiction of incorporation or organization) (Co

Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390)

Exhibit 3.1 ROSS MILLER Secretary of State 204 North Carson Street, Ste 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390) USE BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE SPACE FOR OFFICE USE ONLY Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporation (Pursuant to NRS 78.385 and 78.390 - After

- NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 333-148005 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 11-K ¨ Form 20-F T Form 10-Q ¨ Form N-SAR ¨ Form N-CSR For Period Ended: May 31, 2103 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR For the Transition Period Ende

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED May 31, 2013 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 333-148005 XODTEC LED, INC. (Exact name of registrant a

Amended Articles of Incorporation of the Company.

Exhibit 3.2

XODTEC LED, INC. List of Subsidiaries

Exhibit 21.1 XODTEC LED, INC. List of Subsidiaries Xodtec LED, Inc. has no subsidiaries.

U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2013 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF TH

U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2013 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-148005 XODTEC LED, INC. (Name of small business issuer as

ROSS MILLER Filed in the office Of Document Number Secretary of State 20130359680-07 204 North Carson Street, Suite 1 Filing Date and Time Carlson City, Nevada 89701-4520 Ross Miller 05/30/2013 10:50 AM (775) 684-5708 Secretary of State Entity Number

Exhibit 3.1 ROSS MILLER Filed in the office Of Document Number Secretary of State 20130359680-07 204 North Carson Street, Suite 1 Filing Date and Time Carlson City, Nevada 89701-4520 Ross Miller 05/30/2013 10:50 AM (775) 684-5708 Secretary of State Entity Number Website: www.nvsos.gov State of Nevada E0889322006-1 Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390) USE BLACK INK ONLY • DO

Changes in Control of Registrant, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders - CURRENT REPORT

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): May 23, 2013 XODTEC LED, INC. (Exact name of registrant as specified in Charter) Nevada 333-148005 20-8009362 (State or other jurisdiction of incorporation or organization) (Commissio

- ANNUAL REPORT EXTENSION

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 333-148005 NOTIFICATION OF LATE FILING x Form 10-K o Form 11-K o Form 20-F o Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: November 30, 2012 o Transition Report on Form 10-K o Transition Report on Form 10-Q o Transition Report on Form 20-F o Transition Report on Form N-SAR For the Transition Period

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) o QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED November 30, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 333-148005 XODTEC LED, INC. (Exact name of registr

- NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 333-148005 NOTIFICATION OF LATE FILING o Form 10-K o Form 11-K o Form 20-F x Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: November 30, 2012 o Transition Report on Form 10-K o Transition Report on Form 10-Q o Transition Report on Form 20-F o Transition Report on Form N-SAR For the Transition Period

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED August 31, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 333-148005 XODTEC LED, INC. (Exact name of registran

- NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 333-148005 NOTIFICATION OF LATE FILING o Form 10-K o Form 11-K o Form 20-F x Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: August 31, 2012 o Transition Report on Form 10-K o Transition Report on Form 10-Q o Transition Report on Form 20-F o Transition Report on Form N-SAR For the Transition Period E

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - CURRENT REPORT

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): September 14, 2012 XODTEC LED, INC. (Exact name of registrant as specified in Charter) Nevada 333-148005 20-8009362 (State or other jurisdiction of incorporation or organization) (Com

Re: Debt Cancellation Agreement

Exhibit 99.1 Date: September 12, 2012 Xodtec LED, Inc. P.O. Box 172 Bahama, NC 27503 Re: Debt Cancellation Agreement Dear Sirs: This agreement sets forth the terms on which Morgan Stanley Smith Barney Custodian fbo Terry Butler Roth IRA (the “Lender”) agrees to cancel indebtedness to the Lender by Xodtec LED, Inc., a Nevada corporation (the “Company”), in the aggregate principal amount of US$819,3

Re: Debt Cancellation Agreement

Exhibit 99.2 Date: September 12, 2012 Xodtec LED, Inc. P.O. Box 172 Bahama, NC 27503 Re: Debt Cancellation Agreement Dear Sirs: This agreement sets forth the terms on which the undersigned (the “Lender”) agrees to cancel indebtedness to the Lender by Xodtec LED, Inc., a Nevada corporation (the “Company”), in the aggregate principal amount of US$32,626, in consideration for which the Company will i

STATEMENT OF DESIGNATION XODTEC LED, INC. Series A Convertible Preferred Stock

Exhibit 3.1 STATEMENT OF DESIGNATION OF XODTEC LED, INC. Series A Convertible Preferred Stock The designation of, the number of shares constituting, and the rights, preferences, privileges and restrictions relating to, the Series A Convertible Preferred Stock are as follows: 1. Designation and Number of Shares. The designation of this series of 5,000,000 shares of preferred stock, par value $0.001

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED May 31, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 333-148005 XODTEC LED, INC. (Exact name of registrant a

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders - CURRENT REPORT

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): July 13, 2012 XODTEC LED, INC. (Exact name of registrant as specified in Charter) Nevada 333-148005 20-8009362 (State or other jurisdiction of incorporation or organization) (Commissi

TERRY BUTLER ROTH IRA 5 Chevoit Court Durham, NC 27712 July 18, 2012

Exhibit 99.4 TERRY BUTLER ROTH IRA 5 Chevoit Court Durham, NC 27712 July 18, 2012 Xodtec LED, Inc. P.O. Box 172 Bahama, NC 27503 Re: Loan Agreement Ladies and Gentlemen: This letter agreement (the “Agreement”) shall set forth the terms pursuant to which Morgan Stanley Smith Barney Custodian fbo Terry Butler Roth IRA (the “Lender”) will advance funds to Xodtec LED (the “Company”). 1. Lender will le

W I T N E S S E T H:

Exhibit 99.1 AGREEMENT AGREEMENT, dated the 13th day of July, 2012, by and among between Yao-Ting Su, a/k/a Curtis Su, (“Seller”) and Morgan Stanley Smith Barney Custodian fbo Terry Butler Roth IRA (“Purchaser”). W I T N E S S E T H: WHEREAS, Seller owns 19,401,160 shares (the “Shares”) of common stock, par value $0.001 per share (“Common Stock”), of Xodtec LED, Inc., a Nevada corporation (the “Co

W I T N E S S E T H:

Exhibit 99.2 AGREEMENT AGREEMENT, dated the 13th day of July, 2012, by and among between Hui-Yun Lo, (“Seller”) and Morgan Stanley Smith Barney Custodian fbo Terry Butler Roth IRA (“Purchaser”). W I T N E S S E T H: WHEREAS, Seller owns 24,988,621 shares (the “Shares”) of common stock, par value $0.001 per share (“Common Stock”), of Xodtec LED, Inc., a Nevada corporation (the “Company”), and deman

6% PROMISSORY NOTE

Exhibit 99.5 6% PROMISSORY NOTE Durham, North Carolina $150,000.00 July 18, 2012 FOR VALUE RECEIVED, Xodtec LED, Inc., a Nevada corporation (the “Borrower”), promises to pay to the order of Morgan Stanley Smith Barney Custodian fbo Terry Butler Roth IRA (the “Lender”) on the demand, by wire transfer in accordance with written instruction from the Lender, in immediately available funds and in lawfu

W I T N E S S E T H:

Exhibit 99.3 AGREEMENT AGREEMENT, dated as of the 13th day of July, 2012, by and among between Xodtec LED, Inc., a Nevada corporation (“Xodtec”) and Hui-Yun Lo (“Lo”). W I T N E S S E T H: WHEREAS, Xodtec is indebted to Lo in the amount of $100,000; and WHEREAS, Xodtec desires to dispose of the capital stock of Xodtec Technology Co., Ltd. and its 35% interest in Radiant Sun Development S.A., a com

- FORM NT 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 333-148005 NOTIFICATION OF LATE FILING o Form 10-K o Form 11-K o Form 20-F x Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: May 31, 2012 o Transition Report on Form 10-K o Transition Report on Form 10-Q o Transition Report on Form 20-F o Transition Report on Form N-SAR For the Transition Period Ende

U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 29, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF TH

U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 29, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-148005 XODTEC LED, INC. (Name of small business issuer as

- ANNUAL REPORT EXTENSION

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 333-148005 NOTIFICATION OF LATE FILING T Form 10-K ¨ Form 11-K ¨ Form 20-F ¨ Form 10-Q ¨ Form N-SAR ¨ Form N-CSR For Period Ended: February 28, 2012 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR For the Transition Period

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED November 30, 2011 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 333-148005 XODTEC LED, INC. (Exact name of registr

- FORM NT 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 333-148005 NOTIFICATION OF LATE FILING o Form 10-K o Form 11-K o Form 20-F T Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: November 30, 2011 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR For the Transition Period

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q /A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q /A (Amendment No. 1) (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED August 31, 2011 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 333-148005 XODTEC LED, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED August 31, 2011 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 333-148005 XODTEC LED, INC. (Exact name of registran

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 333-148005 NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 333-148005 NOTIFICATION OF LATE FILING o Form 10-K o Form 11-K o Form 20-F x Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: August 31, 2011 o Transition Report on Form 10-K o Transition Report on Form 10-Q o Transition Report on Form 20-F o Transition Report on Form N-SAR For the Transition Period E

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): August 5, 2011 XODTEC LED, INC. (Exact name of registrant as specified in Charter) Nevada 333-148005 20-8009362 (State or other jurisdiction of incorporation or organization) (Commiss

Re: Debt Cancellation Agreement

Exhibit 99.1 Date: August 5, 2011 Xodtec LED, Inc. 2F, No.139, Jian 1st Rd. Jhonghe City, Taipei County 235, Taiwan (R.O.C.) Re: Debt Cancellation Agreement Dear Sirs: This agreement sets forth the terms on which the undersigned (the ?Lender?) agrees to cancel indebtedness to the Lender by Xodtec LED, Inc., a Nevada corporation (the ?Company?), in the principal amount of US$822,358, in considerati

Re: Debt Cancellation Agreement

Exhibit 99.2 Date: August 5, 2011 Xodtec LED, Inc. 2F, No.139, Jian 1st Rd. Jhonghe City, Taipei County 235, Taiwan (R.O.C.) Re: Debt Cancellation Agreement Dear Sirs: This agreement sets forth the terms on which the undersigned (the ?Lender?) agrees to cancel indebtedness to the Lender by Xodtec LED, Inc., a Nevada corporation (the ?Company?), in the principal amount of US$1,707,965, in considera

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED May 31, 2011 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 333-148005 XODTEC LED, INC. (Exact name of registrant a

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 333-148005 NOTIFICATION OF LATE FILING o Form 10-K o Form 11-K o Form 20-F T Form 10-Q o Form N-SAR o Form N-CSR

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 333-148005 NOTIFICATION OF LATE FILING o Form 10-K o Form 11-K o Form 20-F T Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: May 31, 2011 ? Transition Report on Form 10-K ? Transition Report on Form 10-Q ? Transition Report on Form 20-F ? Transition Report on Form N-SAR For the Transition Period Ende

U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2011 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF TH

U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2011 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-148005 XODTEC LED, INC. (Name of small business issuer as

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 333-148005 NOTIFICATION OF LATE FILING x Form 10-K o Form 11-K o Form 20-F o Form 10-Q o Form N-SAR o Form N-CSR

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 333-148005 NOTIFICATION OF LATE FILING x Form 10-K o Form 11-K o Form 20-F o Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: February 28, 2011 o Transition Report on Form 10-K ? Transition Report on Form 10-Q o Transition Report on Form 20-F o Transition Report on Form N-SAR For the Transition Period

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No. 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No. 3 (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED August 31, 2010 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 333-148005 XODTEC LED, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No. 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No. 2 (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED November 30, 2010 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 333-148005 XODTEC LED, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No. 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No. 3 (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED May 31, 2010 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 333-148005 XODTEC LED, INC. (Exact na

U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K/A Amendment No. 3 x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2010 o TRANSITION REPORT UNDER SECTION

U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K/A Amendment No. 3 x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2010 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-148005 XODTEC LED, INC. (Name of small b

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