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This Fraud Of A Company Is Trying To Sell Stock, But Who Cares: Here Are Semi-Naked Women In Bikinis
Here's a business idea:
- Hire a bunch of hot women
- Tell them to pretend to punch each other on camera while wearing just a string bikini
- Go public (kind of) and hope to sell $20 million worth of stock which you paid a few hundred bucks for before making even one dollar in revenue
- Profit
That's exactly what Las Vegas-based Lingerie Fighting Championships (LFC), formerly known as Spaking Events, Xodetec Group, Xodetec LED and Cala Energy Cor,p which has a very appropriate OTC Pink trading symbol: BOTY, decided to do according to its just filed amended S-1 statement.
Only it is not exactly a public offering: the company's stock which rarely if ever trades on the pink sheets, is selling 3.9 million shares of selling shareholder stock for total proceeds of just under $20 million, as part of a reverse acquisition (no, not a reverse merger, a reverse acquisition) of its predecessor shell company with LFC.
The offering is part of a broader transaction involving a reverse acquisition using a shell company, the trademark of "unshady" deals:
On March 31, 2015, we acquired Lingerie Fighting Championships, Inc. ("LFC") in a transaction which is accounted for as a reverse acquisition. As a result of the reverse acquisition, we ceased to be a shell company and our business became the business of LFC, and our historical financial statements became the financial statements of LFC, to the extent that such financial statements relate to periods prior to the completion of the reverse acquisition transaction. In connection with the reverse acquisition, we changed our fiscal year to the calendar year. Since LFC was formed in July 2014, we do not show results of operations or cash flows for any periods prior to LFC's organization in July 2014. On April 1, 2015, LFC was merged into us, and our corporate name was changed to Lingerie Fighting Championships Inc.
Boring stuff: the company's description is more exciting:
We are a development-stage media company, which is in the process of developing and implementing a program of original entertainment which we plan to make available predominantly through live entertainment events, as well as through digital home video, broadcast television networks, video-on-demand and digital media channels. Our business is focused on developing mixed martial arts fighting techniques, known as MMA, together with fictional character persona portrayed by beautiful women in attractive costumes based on their respective fictional characters for the purpose of providing entertainment.
On August 8, 2015, we presented our first program, Lingerie Fighting Championships 20: A Midsummer Night’s Dream, at the Hard Rock Hotel and Casino in Las Vegas, Nevada. The program featured eight matches with 16 fighters. The fighters are beautiful women in attractive costumes. Each of the fighters has a specific and unique persona and appearance. Our event was live and carried on pay per view cable in United States and Canada. We expect that the program or a one-hour edited version will be available through video on demand in a number of countries, including the United States, Canada, Mexico, most of South America, the United Kingdom, Italy, India, Australia and New Zealand. Our source of revenue from this program includes a percentage of the fees received by the media distribution companies who carries our program, as well as from ticket sales and products related to the program. We may also receive additional revenue from sales of products through our website and from sale of the program through video on demand and other post-event media distribution. We are commencing discussions with respect to our second program, which we hope to schedule for October 2015.
We promote our events in a manner to create interest in each of the fighters and in the success of each fighter against the others, in the manner similar to a MMA league. We believe that our female fighters and their characters will enable us to develop and maintain an audience willing to attend our events or watch our events either live or through video on demand, and well as buying merchandise related to the events. Some of the fighters have followings independent of their participation in our events and perform in their character in other media or venues.
The punchlines above, in addition to "beautiful women in attractive costumes" is that this is a "development-stage media company", and sure enough, a quick look at the financials reveals just that: zero revenue...
... but a whole lot of outstanding shares, shares which the selling shareholders are now rushing to liquidate:
Why are they rushing to dump their holdings. That actually is a very interesting question.
We find this riveting description in the related transactions section:
On December 31, 2014, Mr. Butler, Mr. Chan and one non-affiliated person each made a $12,000 loan to us (then known as Cala Energy Corp.) and received a 10% senior promissory note in the principal amount of $12,000. The notes were due December 31, 2015 or earlier in the event that we completed a private placement of our stock. The notes were paid from the proceeds of a $200,000 private placement of our common stock on March 31, 2015, contemporaneously with the completion of the reverse acquisition with LFC. Mr. Chan was not a related party at December 31, 2014, and is deemed to have become a related party solely as a result of his acquisition of more than 5% of our common stock on March 31, 2015 pursuant to the Share Exchange Agreement relating to the reverse acquisition transaction.
In February 2015, Mr. Butler and Mr. Chan each made a loan to LFC in the amount of $1,925. The notes had a September 30, 2015 maturity date, and were converted into 1,925,000 shares of common stock pursuant to the share exchange agreement relating to the reverse acquisition. At the time of the issuance of the shares upon conversion of the promissory notes, neither Mr. Butler nor Mr. Chan held any equity interest in our securities. Two non-affiliated individuals, Giselle Dufourcq and Natilia Lopera, who are selling shareholder, each made a $700 loan to LFC and received 700,000 shares of common stock pursuant to the Share Exchange Agreement. Neither Mr. Butler nor Mr. Chan had any stock or other equity interest in our equity securities other than the convertible notes prior to the completion of the reverse acquisition.
In addition, during 2014, Mr. Butler made a $100 advance to us, and Mr. Donnelly made a $115 advance to LFC prior to the reverse acquisition. These advances are included in loans payable at March 15, 2015.
Through December 31, 2014, Mr. Butler had accrued compensation of $270,000, which represented compensation through August 31, 2014 from us, then known as Cala Energy Corp. In February 2015, Mr. Butler forgave $270,000 of accrued compensation which was treated as a contribution to our capital. The forgiveness of compensation was effective prior to the reverse acquisition transaction.
Pursuant to the share exchange agreement relating to the reverse acquisition with LFC, on March 31, 2015, Mr. Donnelly exchanged his common stock in LFC for 9,350,000 shares of common stock, representing 47.3% of our outstanding common stock after giving effect to the shares of common stock issued in connection with the reverse acquisition transaction and the related private placement. Prior to the issuance of these shares, Mr. Donnelly had no equity or other interest in us. He became our chief executive officer and a director as a result of the reverse acquisition transaction.
So a couple of people lent out the company a few hundred dollars (literally) for which they got millions of shares in stock, and now they are looking to sell these shares at a price of up to $5/share? Something tells us they won't succeed not just because the "company" has no chance of ever generating any actual material revenue, let alone a profit, but because even a cursory glance at the "relationships" section reveals this is nothing but a fraud.
Still, in a world where CYNK, a company without assets, operations or frankly anything except for an office in a stripmall and one employee can soar to billions in market cap on zero volume and then crash just as fast to zero, all of that is largely boring especially to the SEC and the Feds who certainly should be looking under the cover of Lingerie Fighting Championships very closely but they won't, so let's cut to the chase.
Here is the company's one and only "product" - "beautiful women in attractive costumes."
Suzanne “Hawaiian Punch” Nakata
Some more deep research into the nature of the company's future revenue stream:
And remember: if anyone gives you dirty looks for scouring through a post of semi-naked women at work, just say it's due diligence for an equity offering, which incidentally is what all the bankers who were caught on Ashley Madison should be telling their spouses and girlfriends.
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I could see Clinton and Carlos Danger in the front row, after their wives probably get sent up the river.
If I were in that headlock position..............id cram 3 or 4 fingers into her asshole. Pretty sure she'd let go.
Love the pictures, but since some of us do have to work and have roving eyes around us, I would prefer Zerh Hedge post a link for people who have more privacy to few the eye candy.
With that said, I am sure this will be quite an IPO. So, who gets to take them public? Goldman, Jamie D. and friends, or perhaps some Silicon Valley VC firm?
Love the pictures, but since some of us do have to work and have roving eyes around us, I would prefer Zerh Hedge post a link for people who have more privacy to few the eye candy.
With that said, I am sure this will be quite an IPO. So, who gets to take them public? Goldman, Jamie D. and friends, or perhaps some Silicon Valley VC firm?
Is this IPO taking place in silicon valley?
Silicone Valleys
Your ideas are intriguing to me and I wish to subscribe to your newsletter
Dykes LLC--
Thanks for posting ALL of the pics, PIG.
This is more trade in women, the unacknowledged grease of the shitty capitalist system that you all love so much. You are all pimps.
Can't wait to post my screen pic, which will be the full frontal of a man. Enjoy.
If you can post women's breasts as your screen shot, I should think no one will have a problem with this.
To all the critics out there,
Lighten up. Attitudes are free so grab a good one instead of clicking on an article you know will offend you just to complain about it.
I so totally understand why guys have men only clubs.
And by the way, speaking as a woman, I don't want to see full frontals of men.
Now darling! Don't get your tits in a wringer.
lol sorry couldn't resist (mod may delete if standards not met)
You tell 'em lola jayne.
Lemme guess, You're a combo between Rosanne Barr and Moe Yellen.
Let me guess: short hair, overweight/obese, tattoos, piercings, lots of cats, and a shitty attitude.
lolajane = Feminist ^^^
There are two types of women that have brought women to be depicted as they are & bring shame upon women in general: The ones who call themselves "journalist" at a debate and would not be asking questions if she wasn't promoting sex (see 2008 of GQ magazine) and 2) the femi-nazi, such as yourself, that fell into the trap created by the very people you believe you are "free-from". Neither are good mothers or wives and both are helping to destroy the fabric of all societies, the nuclear family.
--------------
However, men who neglect their wives and children are no better and plenty f them around as well.
They are prettier than you, aren't they?
an orgasm/day usually helps maintain a good sense of humor. i am not a doctor but i have been playing one since i was 4 years old as often as possible.
Geezuz, didn't I meet you in a bar last week? You were Wearing a sleeveless blue flannel shirt and smoking a Camel. I wouldn't have noticed you but it was the men's room
ZH stimulus packages
All Ashley Madison profiles..
That's their free mailing list ...
Is that Robot Trader's company?
No joke... I bet they are more profitable than the whole global oil sector right now.
I'm sure they meant "Jonny valentine"
These pictures are an insult to my intelligence.
That said, they are simply fantastic.
I didn't notice. Just came for the comments myself...
Watch it wiggle, see it jiggle. Cool and smoothy, Jello brand gelatin. Of all desserts you'll love the one that tastes so light and makes such fun. Make Jello gelatin and make some fun. J-e-l-l-o!
Standard Disclaimer: Apparently there are actual rules to jello wrestling. Who knew?
Bill, Bill Cosby? Is that you??
Now that's a hot stock tip
But I don't know if it will make you any money
I've owned less promising stawks.
I wonder if you go to a live match...do they sell sock pupets with your favorite girls face on it....if you are going to get excitied..you might want to go the distance
If they break a nail..is the match over
How were the "boobs" acquired; some doctor got "screwed" financially? One of them is a guy; can you tell which it is. One isn't near beautiful; more like ugly.
That Jenny Valentine dude is going to kick all their little girly asses.
I'll pass on these hardened roid-raging Amerikan skanks. Give me a rice-burner with applicable accounting, home-making and gardening skills, any day. The modern Amerikan standards of beauty are determined by feminists. The rest of the world thinks we're idiots.
While I agree in part, I think you're conflating what jews, women and faggots think of as attractive, with what actual men think.
The american media is not the american man, at least not in every case.
Give me long hair, healthy body weight, a pleasant feminine disposition, and some traditional feminine skills (like those you listed) and I'm good.
Don't want any veterans of the cock carousel, no thousand cock stares, no smartphone addicted narcissists, no you go grrrl bullshit, no SJWs, etc.
Just because our media says it doesn't mean we all believe it.
The truth is that the women that you and I prefer are in a rapidly shrinking minority in this country. Most of the newer models are psychologically damaged, overweight, and wearing horrid permanent tattoos and strange piercings.
The truth is that many young american women are broken and not suitable for marriage or family life. That's why a lot of men are either forgoing that route completly, or seeking foreign women with a more traditional non-feminist mindset.
These future cat ladies are in for a very rude awakening when we american men refuse to accept their fat, their history, their lack of domestic skills, and their cats.
Feminism is just another jewish idea that is killing this country.
tyler you outdid yourself, this is why i come to zero hedge ! what is this all about
Think of Yellen and Hillary scissoring in the hot sun ...
Thanks, now I can't get that fucking nasty ass visual out of my head...
I mean it this time, this is the very last time I sniff glue, while drinking Stella Artois, while doing cocaine mixed with bath salts and lighter fluid.
No fucking more for me bitchez, I might have a few pints, but I aint never doing this to my brain again.
This must be some type of joke, really???
;-)
It's all fun and games until your boss walks by.
+1
BEST comment !
I can almost remember what that was like.
Chix with Dix
This Co. is a good analogy of the global economy since 07 "All Show And No Go"
Deez Nuts can beat all of them at once! Even the presedential contenders have no chance!
Vote Deez Nuts!
"Vote Deez Nuts!"
From Wikipedia:
Now, it is quite ominous when a 15-year old makes his point on what a joke the U.S. Presidential elections may have become. Imagine if someone registered his/her candidacy under the ecumenical name 'God Allah Yahwe'. Evangelical Christians, Catholics, Mormons, Muslims, Orthodox Jews, LGBT's, etc. would vote for such candidate in droves. It would be a sure win candidacy... /s
"The years passed, mankind became stupider at a frightening rate. Some had high hopes the genetic engineering would correct this trend in evolution, but sadly the greatest minds and resources where focused on conquering hair loss and prolonging erections."
:)
Yum Yum!
Classic IPO just like the Hip HOP Soda Shop was.
Bill Hicks' pitch for the show "Let's Hunt and Kill Michael Bolton":
TV Execs: "Will the show have titties?"
Bill: "Er... yes."
TV Execs: "What will they do?"
Bill: "Er... jiggle?"
TV Execs: "OK, we got a deal."
You’re tellin’ me, I don’t even think some of those bitches are real bitches.
That Jenny Valentine looks like she has man arms, and Feather the Hammer has veins popping on hers.
Invest in whatever company makes the silicone as their number will be really expanding this quarter.
I need to personally inspect their assets before I invest.
Jamie Dimon's idea... And what you don't know is that he got throat cancer because of this idea!
The SEC is going to go down hard on this operation loose as it is. Every male SEC guy will be flying into Vegas to "investigate" this operation. Their expense account will be gone by the time they finish probing deep as they can.
Someone told me one of those pics is ten years old at least.
Holy fuck.
Take a bunch of hot women the make the "fighting" and earn millions !
Pussy still sell well this days...
'
'
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Hell… Works for me! I'm in! Long, too!
Who knew?
http://www.bloomberg.com/news/articles/2015-08-18/sex-doesn-t-sell-after...
•?•
V-V
America has talent.
These chicks all have busted faces
Holly looks vaguely transexual. Prior name was Hollister?
Deez Nuts can beat the silly-cone off of all of them at the same time! Putin will have nothing on that stunt! Even the presidential contenders have no chance!
Vote Deez Nuts 2016!
nee'buddy know why d'men caen't look d'wymen in da eyes?
be cuz d'breasts ain' got no eyes...
I want some of that. Srawks of course. Hell, I would spring for 100 shares.
SEX Cells...
At least their products bare almost all vs the financial papers that are cartoons of real things. It all depends on what type of sensations that you want to buy. Grief over financial losses is btw also a sensation.
wrg
Put some music from "Cabaret" to the fight scenes and I'll just sit and wait for my wheelbarrow full of worthless dollars.
At least it isn't grilled cheese trucks
nothing brightens a mans day like some hot-ass lingerie