The band was formed by a pair of high school students in Vallejo, California, drummer Louis McCall and singer/guitarist Michael Cooper. The two got their start as a backup group for the Soul Children under the name Project Soul. They began working with Stax Records staff songwriters, and while recording at Audio Dimensions, a Memphis, Tennessee sound studio, producer Ted Sturges both named the group (after an instrumental recording by The Nite-Liters) and produced their first album, Organized Con Funk Shun.