LFC Sees Soaring Digital Engagement, Eyes Event Expansion

Ticker: BOTY · Form: 10-K · Filed: Mar 30, 2026 · CIK: 0001407704

Sentiment: mixed

Topics: Sports Entertainment, MMA, Wrestling, Digital Media, Social Media Growth, Micro-cap, High Risk

TL;DR

**BOTY is a high-risk, niche entertainment play with impressive social media growth, but its long-term viability is questionable given intense competition and a single employee.**

AI Summary

Lingerie Fighting Championships, Inc. (BOTY) reported a significant increase in social media engagement for the fiscal year ended December 31, 2025, with its YouTube channel surpassing 800,000 subscribers and a quarter billion views, and its Facebook page growing to nearly 4 million followers. The company, which operates a unique all-female wrestling and MMA entertainment league, released its 46th event, 'LFC46: Tunnel of Love,' on February 14, 2026, and anticipates hosting more events in 2026 than in any prior year. Despite this growth, BOTY faces substantial competition from established sports entertainment providers like WWE and UFC, which possess significantly greater financial resources and fan bases. The company's business model relies on scripted fictional entertainment, which exempts it from certain athletic commission regulations, but a change in perception could subject it to new compliance burdens. BOTY also plans to expand revenue streams through branded merchandise and licensing, leveraging its growing video library and online presence.

Why It Matters

Lingerie Fighting Championships, Inc. (BOTY) is attempting to carve out a niche in the highly competitive sports entertainment market, leveraging a unique, all-female, scripted MMA and wrestling format. While its social media growth, with 800,000 YouTube subscribers and 4 million Facebook followers, indicates a growing audience, investors must weigh this against the formidable resources of competitors like WWE and UFC. For employees and contract performers, the company's expansion plans suggest more opportunities, but its 'scripted fictional entertainment' designation could impact its long-term legitimacy and regulatory landscape. Customers are seeing more content, but the company's ability to monetize this engagement through pay-per-view, home video, and merchandise will be critical for sustained market impact.

Risk Assessment

Risk Level: high — The company has only one employee, Shaun Donnelly, who serves as both CEO and CFO, indicating extreme key person dependence and limited operational capacity. BOTY also faces intense competition from industry giants like WWE and UFC, which have 'substantially greater financial resources' and established fan bases, making market penetration incredibly challenging. Furthermore, the company currently holds no registered trademarks, exposing its intellectual property to significant risk despite its stated reliance on branding and merchandising.

Analyst Insight

Investors should approach BOTY with extreme caution, recognizing its speculative nature and high operational risks. While social media growth is positive, it doesn't guarantee profitability. Await evidence of diversified revenue streams beyond digital views and a more robust organizational structure before considering any investment.

Key Numbers

Key Players & Entities

FAQ

What are Lingerie Fighting Championships, Inc.'s (BOTY) primary revenue streams?

LFC's primary revenue streams are anticipated to come from live events, video programming (including pay-per-view, video-on-demand, and home video sales like the 'Lace vs Leather' DVD), and branded merchandise licensing and direct sales. The company also leverages its online presence for ticket and merchandise sales.

How has Lingerie Fighting Championships, Inc.'s (BOTY) social media presence grown?

LFC's social media presence has grown significantly, with its YouTube channel exceeding 800,000 subscribers and a quarter billion views. Its Facebook page has also expanded to nearly 4 million followers, and Instagram to over 500,000 followers, indicating substantial audience engagement.

Who are Lingerie Fighting Championships, Inc.'s (BOTY) main competitors?

LFC's main competitors include established sports entertainment providers like World Wrestling Entertainment, Inc. (WWE) and Zuffa, LLC (parent company of UFC). The company also competes with regional wrestling promoters and other forms of in-home and mobile entertainment like Netflix and Hulu.

What is the risk associated with Lingerie Fighting Championships, Inc.'s (BOTY) employee structure?

LFC has only one employee, Shaun Donnelly, who serves as both Chief Executive Officer and Chief Financial Officer. This creates significant key person dependence and operational risk, as the company's entire management and financial oversight rests on a single individual.

Is Lingerie Fighting Championships, Inc. (BOTY) subject to athletic commission regulations?

Currently, LFC is not subject to athletic commission regulations because its events are designed as 'scripted fictional entertainment' rather than full-contact competitive sports. However, the company acknowledges that if rules change or if it is perceived as a full-contact sport, it could become subject to such regulation.

What is Lingerie Fighting Championships, Inc.'s (BOTY) strategy for intellectual property protection?

LFC intends to expend cost and effort to develop and protect its intellectual property, focusing on characters portrayed by performers. While it has registered its domain name www.lingeriefc.com, it currently does not have any registered trademarks, though it may seek to register common law rights for names, terms, slogans, and event names.

How many live events has Lingerie Fighting Championships, Inc. (BOTY) hosted?

To date, Lingerie Fighting Championships, Inc. (BOTY) has hosted 46 live events across the U.S. and Europe. Its most recent event, LFC46: Tunnel of Love, was released on February 14, 2026.

What is the market value of Lingerie Fighting Championships, Inc.'s (BOTY) common equity?

The aggregate market value of Lingerie Fighting Championships, Inc.'s (BOTY) voting and non-voting common equity held by non-affiliates was $899,099 as of June 30, 2025.

What is Lingerie Fighting Championships, Inc.'s (BOTY) plan for television distribution?

LFC plans to produce and own its television programming and video library, intending to distribute its live event programming through pay-per-view and video-on-demand television outlets in the future to build its brand. It also produces over 120 episodes of a reality series.

What cybersecurity measures has Lingerie Fighting Championships, Inc. (BOTY) implemented?

LFC has implemented cybersecurity risk management procedures, including policies and processes to protect information technology systems, some managed by third parties. Measures include monitoring, anti-malware applications, employee training, quality audits, and communication structures to mitigate risks.

Risk Factors

Industry Context

Lingerie Fighting Championships, Inc. operates in the sports entertainment sector, a highly competitive landscape dominated by giants like WWE and UFC. These established players possess vast financial resources, extensive marketing capabilities, and deeply entrenched fan bases. BOTY's unique all-female wrestling and MMA entertainment model differentiates it, but it must contend with the significant market power of its larger rivals.

Regulatory Implications

BOTY's business model, based on scripted fictional entertainment, currently provides a regulatory advantage by exempting it from athletic commission oversight. However, any shift in how its content is perceived or regulated could impose significant compliance burdens, potentially impacting operational flexibility and costs.

What Investors Should Do

  1. Monitor competitive landscape and BOTY's differentiation strategy.
  2. Evaluate the sustainability of the single-person operational model.
  3. Track social media engagement and event growth as key performance indicators.
  4. Assess the potential for regulatory changes and their impact.

Key Dates

Glossary

Reverse Acquisition
A transaction where a private company acquires a public shell company, and the private company's shareholders receive the majority of the shares of the public company. The private company becomes the acquirer, and the public company ceases to exist as an independent entity. (This is how Lingerie Fighting Championships, Inc. became a publicly traded entity, with the LFC business effectively acquiring the shell company.)
Smaller Reporting Company
A classification by the SEC for companies that meet certain lower thresholds for public float and revenue. These companies are exempt from certain SEC disclosure requirements, such as providing detailed risk factor disclosures. (BOTY qualifies as a smaller reporting company, which explains why it is not required to provide extensive risk factor information in its 10-K.)
FINRA
Financial Industry Regulatory Authority. A self-regulatory organization that oversees broker-dealers in the United States. (Mentioned in the context of the company's voluntary request for a trading symbol change after the reverse acquisition.)
OTC trading symbol
A unique abbreviation used to identify a publicly traded security on an over-the-counter market. (BOTY's trading symbol was changed after the company's business focus shifted and name was updated.)
MMA
Mixed Martial Arts. A full-contact combat sport that allows a wide range of striking and grappling techniques. (LFC utilizes MMA fighting techniques as part of its entertainment league.)

Year-Over-Year Comparison

The provided text does not contain comparative financial data from a previous filing, making it impossible to directly compare key metrics like revenue growth, margin changes, or new risks against the prior year. However, the context indicates significant growth in social media engagement, with YouTube subscribers exceeding 800,000 and Facebook followers nearing 4 million, suggesting increased brand visibility. The company also plans to host more events in 2026 than in prior years, pointing to an expansion in operational activity.

Filing Stats: 4,590 words · 18 min read · ~15 pages · Grade level 12.5 · Accepted 2026-03-30 10:22:48

Key Financial Figures

Filing Documents

Business

Business 4 Item 1A.

Risk Factors

Risk Factors 8 Item 1B. Unresolved Staff Comments 8 Item 1C. Cybersecurity 9 Item 2.

Properties

Properties 9 Item 3.

Legal Proceedings

Legal Proceedings 9 Item 4. Mine Safety Disclosures 9 PART II. Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 10 Item 6. [Reserved] 10 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 7A.

Quantitative and Qualitative Disclosures About Market Risks

Quantitative and Qualitative Disclosures About Market Risks 14 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data F-1 Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 15 Item 9A.

Controls and Procedures

Controls and Procedures 15 Item 9B Other Information 15 PART III. Item 10. Directors, Executive Officers and Corporate Governance 16 Item 11.

Executive Compensation

Executive Compensation 18 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 18 Item 13. Certain Relationships and Related Transactions and Director Independence 20 Item 14. Principal Accounting Fees and Services 21 Item 15. Other Information 21 PART IV. Item 16. Exhibits, Financial Statement Schedules 23 2 Table of Contents

FORWARD LOOKING STATEMENTS

FORWARD LOOKING STATEMENTS This annual report on Form 10-K contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this annual report on Form 10-K. Additionally, statements concerning future matters are forward-looking statements. Although forward-looking statements in this annual report on Form 10-K reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward- looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings "Risks Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Form 10-K. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We undertake no obligation to revi

BUSINESS

ITEM 1. BUSINESS As used in this Annual Report, "we," "us," "our," "LFC," "Company" or "our Company" refers to Lingerie Fighting Championships, Inc. History We were incorporated in Nevada on November 29, 2006 under the name Sparking Events, Inc., and on September 16, 2013 our corporate name was changed to Cala Energy Corp., (formally, Xodtec LED, Inc.) under which we were engaged in the business of offering services, such as enhanced oil recovery and material supplies, to gas and oil fields predominantly located in Southeast Asia. We were not successful in our efforts and discontinued this line of business. On March 31, 2015, the Company, pursuant to a share exchange agreement (the "Share Exchange Agreement"), among the Company, Lingerie Fighting Championships, Inc. ("LFC"), and the holders of all of the outstanding common stock and convertible notes of LFC exchanged their common stock and convertible notes of LFC for a total of 1,675 shares of common stock, which represented 84.70% of the Company's common stock after giving effect to the issuance of the shares pursuant to the Share Exchange Agreement and the shares of common stock issued in the private placement described in the following paragraph. The issuance of the 1,675 shares of common stock to the former holders of LFC's common stock and convertible notes in exchange for the capital stock of LFC is referred to as the reverse acquisition transaction. The sole director and chief executive officer of LFC became a director and the chief executive officer of the Company. As a result of the reverse acquisition, the Company's business has become the business of LFC. As a result of the reverse acquisition with LFC, we ceased to be a shell company on March 31, 2015. Effective as of April 1, 2015, we changed our name to "Lingerie Fighting Championships, Inc." a name which more accurately represents our new business. We effected the name change by virtue of a short form merger, pursuant to which LFC (our wholl

RISK FACTORS

ITEM 1A. RISK FACTORS We are not required to provide this information as we are a smaller reporting company.

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable. 8 Table of Contents

CYBERSECURITY

ITEM 1C. CYBERSECURITY We have implemented cybersecurity risk management procedures, in accordance with our risk profile and business size. We rely on our information technology to operate our business. As such, we have policies and processes designed to protect our information technology systems, some of which are managed by third parties, and resolve issues in a timely manner in the event of a cybersecurity threat or incident. We have designed our business applications to minimize the impact that cybersecurity incidents could have on our business and have identified back-up systems where appropriate. We seek to further mitigate cybersecurity risks through a combination of monitoring and detection activities, use of anti-malware applications, employee training, quality audits and communication and reporting structures, among other processes. We have a trained group of people to carry out the activities of monitoring and detection of cybersecurity threats and respond to any cybersecurity threats or incidents. The Head of IT department is responsible for oversight of cybersecurity risks and addressing potential cybersecurity risks to business programs, employees, clients, vendors and partners. The Head of IT Department reports to our Chief Executive Officer who reports to the Audit Committee at the board-level, as appropriate. As of December 31, 2025, we have not identified an indication of a cybersecurity incident that would have a material impact on our business and financial statements.

PROPERTIES

ITEM 2. PROPERTIES We do not own or lease any property. Our mailing address is 6955 North Durango, Suite 1115-129, Las Vegas, NV, 89149, telephone (702) 505-0743. Our website is www.LFCfights.com.

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS Other than described below, we are not currently involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our Company's or our Company's subsidiaries' officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. However, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. 9 Table of Contents PART II

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (a) Market Information. Our common stock trades on the OTC Pink under the symbol BOTY. The former symbol for our common stock was OILL and, after the reverse stock split, OILLD. The symbol was changed to BOTY on April 29, 2015. (b) Holders As of March 30, 2026, we had approximately 262 shareholders of our common stock. Such number of record holders was derived from the records maintained by our transfer agent, VStock Transfer. This figure does not include those shareholders whose certificates are held in the name of broker-dealers or other nominees. (c) Dividends We have never paid any cash dividends on our common shares, and we do not anticipate that we will pay any dividends with respect to those securities in the foreseeable future. Our current business plan is to retain any future earnings to finance the expansion development of our business. The payment of future cash dividends is subject to the discretion of the Board of Directors and will depend upon the Company's earnings (if any), general financial condition, cash flows, capital requirements and other considerations deemed relevant by the Board of Directors. (d) Securities Authorized for Issuance under Equity Compensation Plan At December 31, 2025, we did not have any equity compensation plans that were not approved by stockholders. Transfer Agent Our transfer agent is VStock Transfer, LLC., 18 Lafayette Place Woodmere, NY 11598. Their telephone number is (212) 828-8436. Recent Sales of Unregistered Securities On November 19, 2025, the Company issued 19,500 shares of common stock for the exercise of 29,250 units of share purchase warrants. On February 11, 2026, the Company issued 21,018 shares of common stock the exercise of 42,000 units of share purchase warrants. Rule 10B-18 Transactions During the year ended December 31, 2025, there were no repurchases of the Company

MANAGEMENT'S DISCUSSION AND ANALYSIS FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion of the results of our operations and financial condition should be read in conjunction with our financial statements and the related notes, which appear elsewhere in this report. The following discussion includes forward-looking statements. For a discussion of important factors that could cause actual results to differ from results discussed in the forward-looking statements, see "Forward Looking Statements." Overview LFC is a media company focused on the development, production, promotion and distribution of original entertainment which we plan to make commercially available predominantly through live entertainment events, as well as through digital home video, broadcast television networks, video-on-demand and digital media channels. As a result, we have ceased to be a shell company. Effective as of April 1, 2015, we changed our name to "Lingerie Fighting Championsh

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