UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended January 31, 2020

 

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: 000-51132

 

Major League Football, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

20-1568059

(State or other jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

7319 Riviera Cove #7,

Lakewood Ranch, FL

 

34202

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (847) 924-4332

 

Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2)has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

Emerging growth company

¨

 

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ¨

 

Class

 

Outstanding as of March 13, 2020

Common Stock, $0.001 par value per share

 

126,566,332

 

 
 

 

 

 

TABLE OF CONTENTS

 

 

Page

PART I – FINANCIAL INFORMATION

 

Item 1.

Financial Statements

 

F-1

 

Item 2.

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

 

3

 

Item 4.

Controls and Procedures

 

6

PART II - OTHER INFORMATION

 

Item 1.

Legal Proceedings

 

8

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

8

 

Item 6.

Exhibits

 

9

 

 

2

 

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

MAJOR LEAGUE FOOTBALL, INC.

FINANCIAL STATEMENTS

January 31, 2020

(UNAUDITED)

 

CONTENTS

 

 

PAGE

 

BALANCE SHEETS

 

F-2

 

STATEMENTS OF OPERATIONS (Unaudited)

 

F-3

 

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (Unaudited)

 

F-4

 

STATEMENTS OF CASH FLOWS (Unaudited)

 

F-6

 

CONDENSED NOTES TO FINANCIAL STATEMENTS (Unaudited)

 

F-7

 

 
F-1

 

 

  

MAJOR LEAGUE FOOTBALL, INC.

BALANCE SHEETS

 

 

 

January 31,

2020

 

 

April 30,

2019

 

 

 

(Unaudited)

 

 

 

ASSETS

CURRENT ASSETS

 

 

 

 

 

 

Cash

 

$ 14,882

 

 

$ 5,417

 

Prepaid consulting

 

 

52,500

 

 

 

50,000

 

TOTAL CURRENT ASSETS

 

 

67,382

 

 

 

55,417

 

 

 

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT

 

 

 

 

 

 

 

 

Football equipment

 

 

171,223

 

 

 

125,000

 

Office equipment

 

 

11,000

 

 

 

-

 

TOTAL PROPERTY AND EQUIPMENT

 

 

182,223

 

 

 

125,000

 

 

 

 

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

 

 

 

Trademarks

 

 

2,000

 

 

 

1,500

 

Lease deposit

 

 

35,000

 

 

 

35,000

 

TOTAL OTHER ASSETS

 

 

37,000

 

 

 

36,500

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$ 286,605

 

 

$ 216,917

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

Accounts payable

 

$ 1,814,319

 

 

$ 1,709,583

 

Accounts payable - related parties

 

 

35,517

 

 

 

46,464

 

Accrued former officer compensation

 

 

740,000

 

 

 

740,000

 

Accrued expenses

 

 

311,493

 

 

 

296,373

 

State income taxes payable

 

 

110,154

 

 

 

110,154

 

Convertible unsecured promissory notes, net of $120,891 and $0 debt discounts and premiums

 

 

496,891

 

 

 

50,000

 

Convertible secured promissory notes, net of $71,301 put premiums and $10,083 debt discounts

 

 

196,301

 

 

 

154,917

 

Conversion option liability

 

 

191,333

 

 

 

78,005

 

Notes payable, net of $4,252 and $0 debt discount

 

 

295,748

 

 

 

230,000

 

Note payable, related party

 

 

2,300

 

 

 

2,300

 

Accrued former officer payroll taxes

 

 

37,111

 

 

 

37,111

 

Accrued interest

 

 

198,015

 

 

 

150,648

 

 

 

 

 

 

 

 

 

 

TOTAL CURRENT LIABILITIES

 

 

4,429,182

 

 

 

3,605,555

 

 

 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES (NOTE 7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

Common stock, $0.001 par value, 450,000,000 shares authorized; 120,867,116 and 94,493,073 shares issued and 119,367,116 and 92,993,073 shares outstanding at January 31, 2020 and April 30, 2019, respectively

 

 

119,367

 

 

 

92,993

 

Additional paid-in capital

 

 

24,025,322

 

 

 

23,815,614

 

Accumulated deficit

 

 

(28,287,266 )

 

 

(27,297,245 )

 

 

 

 

 

 

 

 

 

TOTAL STOCKHOLDERS' DEFICIT

 

 

(4,142,577 )

 

 

(3,388,638 )

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$ 286,605

 

 

$ 216,917

 

 

See accompanying condensed notes to these unaudited financial statements.

 

 
F-2

 

 

  

MAJOR LEAGUE FOOTBALL, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

January 31,

2020

 

 

January 31,

2019

 

 

January 31,

2020

 

 

January 31,

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees

 

$ 116,980

 

 

$ 86,479

 

 

$ 282,823

 

 

$ 147,361

 

General and administrative

 

 

59,613

 

 

 

9,183

 

 

 

153,553

 

 

 

21,393

 

Total Operating Expenses

 

 

176,593

 

 

 

95,662

 

 

 

436,376

 

 

 

168,754

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Loss

 

 

(176,593 )

 

 

(95,662 )

 

 

(436,376 )

 

 

(168,754 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax penalties and interest

 

 

(5,165 )

 

 

(4,818 )

 

 

(15,171 )

 

 

(14,242 )

Other expense

 

 

(1,500 )

 

 

-

 

 

 

(26,500 )

 

 

-

 

Interest expense

 

 

(196,941 )

 

 

(32,078 )

 

 

(417,431 )

 

 

(83,271 )

Initial fair value of conversion option liability

 

 

-

 

 

 

-

 

 

 

(350,072 )

 

 

(39,132 )

Gain (loss) from change in fair value of conversion option liability

 

 

419,484

 

 

 

(239,732 )

 

 

255,529

 

 

 

(179,568 )

Total Other Income (Expense)

 

 

215,878

 

 

 

(276,628 )

 

 

(553,645 )

 

 

(316,213 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

$ 39,285

 

 

$ (372,290 )

 

$ (990,021 )

 

$ (484,967 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic Net Income (Loss) Per Share

 

$ 0.00

 

 

$ (0.00 )

 

$ (0.01 )

 

$ (0.00 )

Diluted Net Income (Loss) Per Share

 

$ 0.00

 

 

$ (0.00 )

 

$ (0.01 )

 

$ (0.00 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares - Basic

 

 

109,315,370

 

 

 

68,494,745

 

 

 

99,876,387

 

 

 

62,810,229

 

Weighted Average Shares - Diluted

 

 

210,105,290

 

 

 

68,494,745

 

 

 

99,876,387

 

 

 

62,810,229

 

 

See accompanying condensed notes to these unaudited financial statements.

 

 
F-3

 

 

  

MAJOR LEAGUE FOOTBALL, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2020 AND 2019

(UNAUDITED)

 

 

 

 

 

 

 

 

Additional

 

 

 

 

Total

 

 

 

Common Stock

 

 

Paid-In

 

 

Accumulated

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Deficit

 

For the Three Months Ended January 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at October 31, 2019

 

 

103,567,887

 

 

$ 103,568

 

 

$ 23,949,999

 

 

$ (28,326,551 )

 

$ (4,272,984 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of convertible secured promissory note

 

 

3,556,640

 

 

 

3,556

 

 

 

16,444

 

 

 

-

 

 

 

20,000

 

Reclassification of put premium upon conversion of convertible secured promissory note

 

 

-

 

 

 

-

 

 

 

14,175

 

 

 

-

 

 

 

14,175

 

Conversion of convertible unsecured promissory note

 

 

12,242,589

 

 

 

12,243

 

 

 

28,037

 

 

 

-

 

 

 

40,280

 

Reclassification of put premium upon conversion of convertible unsecured promissory note

 

 

-

 

 

 

-

 

 

 

16,667

 

 

 

-

 

 

 

16,667

 

Net income, three months ended January 31, 2020

 

 

-

 

 

 

-

 

 

 

-

 

 

 

39,285

 

 

 

39,285

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 31, 2020 (Unaudited)

 

 

119,367,116

 

 

$ 119,367

 

 

$ 24,025,322

 

 

$ (28,287,266 )

 

$ (4,142,577 )

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Common Stock Issuable

 

 

Paid-In

 

 

Accumulated

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Deficit

 

For the Three Months Ended January 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at October 31, 2018

 

 

58,819,160

 

 

$ 58,819

 

 

$ 6,000,000

 

 

$ 6,000

 

 

$ 23,248,809

 

 

$ (26,663,630 )

 

$ (3,350,002 )

Issuance of common stock that was previously issuable

 

 

6,000,000

 

 

 

6,000

 

 

 

(6,000,000 )

 

 

(6,000 )

 

 

-

 

 

 

-

 

 

 

-

 

Issuance of common stock for cash - $0.01 per share

 

 

5,000,000

 

 

 

5,000

 

 

 

-

 

 

 

-

 

 

 

45,000

 

 

 

-

 

 

 

50,000

 

Issuance of common stock for cash - $0.0125 per share

 

 

-

 

 

 

-

 

 

 

16,000,000

 

 

 

16,000

 

 

 

184,000

 

 

 

-

 

 

 

200,000

 

Conversion of convertible secured promissory note

 

 

2,173,913

 

 

 

2,174

 

 

 

-

 

 

 

-

 

 

 

2,826

 

 

 

-

 

 

 

5,000

 

Net loss, three months ended January 31, 2019

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(372,290 )

 

 

(372,290 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 31, 2019 (Unaudited)

 

 

71,993,073

 

 

$ 71,993

 

 

$ 16,000,000

 

 

$ 16,000

 

 

$ 23,480,635

 

 

$ (27,035,920 )

 

$ (3,467,292 )

 

See accompanying condensed notes to these unaudited financial statements.

 

 
F-4

 

 

   

MAJOR LEAGUE FOOTBALL, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2020 AND 2019

(UNAUDITED)

 

 

 

 

 

 

 

 

Additional

 

 

 

 

Total

 

 

 

Common Stock

 

 

Paid-In

 

 

Accumulated

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Deficit

 

For the Nine Months Ended January 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at April 30, 2019

 

 

92,993,073

 

 

$ 92,993

 

 

$ 23,815,614

 

 

$ (27,297,245 )

 

$ (3,388,638 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of stock warrant with convertible unsecured promissory notes

 

 

-

 

 

 

-

 

 

 

24,960

 

 

 

-

 

 

 

24,960

 

Conversion of convertible secured promissory note

 

 

6,631,454

 

 

 

6,631

 

 

 

33,369

 

 

 

-

 

 

 

40,000

 

Reclassification of put premium upon conversion of convertible

secured promissory note

 

 

-

 

 

 

-

 

 

 

14,175

 

 

 

-

 

 

 

14,175

 

Conversion of convertible unsecured promissory note

 

 

12,242,589

 

 

 

12,243

 

 

 

28,037

 

 

 

-

 

 

 

40,280

 

Reclassification of put premium upon conversion of convertible

unsecured promissory note

 

 

-

 

 

 

-

 

 

 

16,667

 

 

 

-

 

 

 

16,667

 

Issuance of common stock - $0.02 per share

 

 

2,500,000

 

 

 

2,500

 

 

 

47,500

 

 

 

-

 

 

 

50,000

 

Issuance of common stock - $0.01 per share

 

 

5,000,000

 

 

 

5,000

 

 

 

45,000

 

 

 

-

 

 

 

50,000

 

Net loss, nine months ended January 31, 2020

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(990,021 )

 

 

(990,021 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 31, 2020 (Unaudited)

 

 

119,367,116

 

 

$ 119,367

 

 

$ 24,025,322

 

 

$ (28,287,266 )

 

$ (4,142,577 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

Total

 

 

 

Common Stock

 

 

Common Stock Issuable

 

 

Paid-In

 

 

Accumulated

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Deficit

 

For the Nine Months Ended January 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at April 30, 2018

 

 

57,999,488

 

 

$ 57,999

 

 

$ -

 

 

$ -

 

 

$ 23,189,494

 

 

$ (26,550,953 )

 

$ (3,303,460 )

Issuance of common stock for cash - $0.01 per share

 

 

11,000,000

 

 

 

11,000

 

 

 

-

 

 

 

-

 

 

 

99,000

 

 

 

-

 

 

 

110,000

 

Issuance of common stock for cash - $0.0125 per share

 

 

-

 

 

 

-

 

 

 

16,000,000

 

 

 

16,000

 

 

 

184,000

 

 

 

-

 

 

 

200,000

 

Conversion of convertible secured promissory note

 

 

2,993,585

 

 

 

2,994

 

 

 

-

 

 

 

-

 

 

 

12,006

 

 

 

-

 

 

 

15,000

 

Revaluation of stock options issued for consulting services over vesting period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(3,865 )

 

 

-

 

 

 

(3,865 )

Net loss, nine months ended January 31, 2019

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(484,967 )

 

 

(484,967 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 31, 2019 (Unaudited)

 

 

71,993,073

 

 

$ 71,993

 

 

$ 16,000,000

 

 

$ 16,000

 

 

$ 23,480,635

 

 

$ (27,035,920 )

 

$ (3,467,292 )

 

See accompanying condensed notes to these unaudited financial statements.

 

 
F-5

 

 

  

MAJOR LEAGUE FOOTBALL, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

 

For the Nine Months Ended,

 

 

 

January 31,

2020

 

 

January 31,

2019

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$ (990,021 )

 

$ (484,967 )

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Amortization of debt discount on convertible secured promissory note

 

 

10,083

 

 

 

50,410

 

Amortization of debt discount on convertible unsecured promissory notes

 

 

132,072

 

 

 

-

 

Conversion fees on convertible unsecured promissory notes

 

 

1,500

 

 

 

-

 

Accretion of put premium liability

 

 

193,971

 

 

 

-

 

Initial fair value of conversion option liability

 

 

350,072

 

 

 

39,132

 

Gain (loss) from change in fair value of conversion option liability

 

 

(255,529 )

 

 

179,568

 

Revaluation of stock options issued for consulting services over service period

 

 

-

 

 

 

(3,865 )

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid consulting

 

 

(2,500 )

 

 

(20,000 )

Accounts payable

 

 

102,796

 

 

 

(25,726 )

Accounts payable - related parties

 

 

(9,007 )

 

 

13,179

 

Accrued expenses

 

 

15,120

 

 

 

14,241

 

Accrued interest

 

 

61,147

 

 

 

32,861

 

Net cash used in operating activities

 

 

(390,296 )

 

 

(205,167 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Trademark legal and filing fees

 

 

(500 )

 

 

(500 )

Football equipment

 

 

(46,223 )

 

 

-

 

Office equipment

 

 

(11,000 )

 

 

-

 

Net cash used in investing activities

 

 

(57,723 )

 

 

(500 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from issuance of convertible unsecured promissory notes

 

 

302,200

 

 

 

-

 

Proceeds from issuance of notes payable

 

 

55,284

 

 

 

75,000

 

Proceeds from issuance of common stock issuable

 

 

-

 

 

 

30,000

 

Proceeds from issuance of common stock

 

 

100,000

 

 

 

110,000

 

Net cash provided by financing activities

 

 

457,484

 

 

 

215,000

 

 

 

 

 

 

 

 

 

 

NET INCREASE IN CASH

 

 

9,465

 

 

 

9,333

 

CASH - BEGINNING OF PERIOD

 

 

5,417

 

 

 

525

 

CASH - END OF PERIOD

 

$ 14,882

 

 

$ 9,858

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS

 

 

 

 

 

 

 

 

CASH PAID FOR INCOME TAXES

 

$ -

 

 

$ -

 

CASH PAID FOR INTEREST

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

NON-CASH INVESTING AND FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Reduction of put premium liability related to conversions of promissory notes

 

$ 30,842

 

 

$ -

 

Issuance of stock warrant with convertible unsecured promissory notes

 

$ 24,960

 

 

$ -

 

Conversion of convertible secured promissory note

 

$ 40,000

 

 

$ 15,000

 

Conversion of convertible unsecured promissory note

 

$ 25,000

 

 

$ -

 

Conversion of accrued interest on convertible

unsecured promissory notes

 

$ 13,780

 

 

$ -

 

Subscription receivable

 

$ -

 

 

$ 170,000

 

Discounts related to derivative liabilities

 

$ 96,790

 

 

$ -

 

Discounts related to convertible promissory notes

 

$ 63,516

 

 

$ -

 

 

See accompanying condensed notes to these unaudited financial statements.

 

 
F-6

 

 

  

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

January 31, 2020

 

NOTE 1- NATURE OF OPERATIONS, BASIS OF PRESENTATION, GOING CONCERN, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Major League Football, Inc. (the “Company” or “MLFB”) is seeking to establish, develop and operate MLFB as a professional spring/summer football league. Our official football launch occurred with our tryout camps held at four locations in March and April of 2019. Subject to the timing of our funding, we are planning a Demonstration Season for 2020 consisting of either a 4 team 6 game season commencing with a full training camp in early May 2020 or a 3 team 4 game season with the same training camp dates. All games will be played in cities and stadiums where we have established facility arrangements in Ohio, Virginia and Arkansas, in May and June 2020. We have also been in discussions with cities in Alabama, Texas and Florida. We plan to televise all our games. However, in light of the recent events related to the coronavirus (COVID-19) pandemic, the above scheduled timeframe could be extended. Subsequently, we plan a 6 team 8 game regular season for 2021. We intend to establish franchises in cities overlooked by existing professional sports leagues and provide fans with professional football in the NFL off-seasons, which will enable us to take a totally non-adversarial approach towards the National Football League (“NFL”). We have commenced the process of leasing playing venues, acquiring football equipment and have obtained required workers compensation insurance for certain states where we will play games. Our spring and early summer schedule ensures no direct competition with autumn/winter football, including the 32 NFL, 9 Canadian Football League, the professional XFL League, 627 NCAA, 91 NAIA, 142 JUCO’s, 27 Canadian Universities, and thousands of high school and collegiate institution teams.

 

Unless the context otherwise requires, all references to the “Company,” “we,” “our” or “us” and other similar terms collectively means Major League Football, Inc., a Delaware corporation. Our principal offices are presently located at 7319 Riviera Cove #7, Lakewood Ranch, Florida, 34202. Our telephone number is (847) 924-4332. Our Internet website, currently under construction, will be located at: www.mlfb.com.

 

Going Concern

 

The accompanying unaudited financial statements have been prepared assuming the Company will continue as a going concern. As reflected in the accompanying unaudited financial statements, the Company had no revenues and had net loss of $990,021 and $484,967 for the nine months ended January 31, 2020 and 2019, respectively. Additionally, the Company had net cash used in operating activities of $390,296 and $205,167 for the nine months ended January 31, 2020 and 2019, respectively. At January 31, 2020, the Company has a working capital deficit of $4,361,800, an accumulated deficit of $28,287,266 and a stockholders’ deficit of $4,142,577, which could have a material impact on the Company’s financial condition and operations.

 

In view of these matters, recoverability of any asset amounts shown in the accompanying unaudited financial statements is dependent upon the Company’s ability to achieve a level of profitability. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of the filing of the Company’s Form 10-Q with the Securities and Exchange Commission (“SEC”). Since inception, the Company has financed its activities from the sale of equity securities and from loans. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities and convertible debt securities, until such time that funds provided by operations, if ever, are sufficient to fund working capital requirements.

 

We are in discussions with individual investors to raise $5 million by March 31, 2020, which will cover anticipated expenses for the 2020 demonstration season. However, in light of the recent events related to the coronavirus (COVID-19) pandemic, the above scheduled timeframe could be extended. Subsequently, we are in discussions for a tiered subsequent raise of $25 million by September 30, 2020, which will cover the Company's anticipated expenses for its 6 team 8 game regular season for 2021. Through the issuance date of this report on Form 10-Q, smaller investments have been received to meet certain Company expenses.

 

 
F-7

 

 

  

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

January 31, 2020

 

NOTE 1- NATURE OF OPERATIONS, BASIS OF PRESENTATION, GOING CONCERN, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The unaudited financial statements do not include any adjustments relating to the recoverability or classification of recorded assets and liabilities that might result should the Company be unable to continue as a going concern.

 

Basis of Presentation

 

The accompanying unaudited interim period financial statements of the Company are unaudited pursuant to certain rules and regulations of the SEC and include, in the opinion of management, all adjustments (consisting of only normal recurring accruals) necessary for a fair statement of the results of the periods indicated. Such results, however, are not necessarily indicative of results that may be expected for the full year. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. The accompanying unaudited financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2019, as filed with the SEC on July 29, 2019. The interim operating results for the three and nine-months ending January 31, 2020 are not necessarily indicative of operating results expected for the full year.

 

SIGNIFICANT ACCOUNTING POLICIES

 

Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future, actual results could differ from the estimates.

 

Significant estimates in the accompanying financial statements include the valuation of derivative liabilities, valuation of equity-based instruments issued for other than cash and valuation allowance on deferred tax assets.

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at January 31, 2020 and April 30, 2019.

 

Concentrations

 

Concentration of Credit Risk

 

Certain financial instruments potentially subject the Company to concentrations of credit risk. These financial instruments consist primarily of cash. At January 31, 2020 and April 30, 2019, the Company did not have deposits with a financial institution that exceeded the FDIC deposit insurance coverage and determined that it had no cash equivalents.

 

 
F-8

 

 

  

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

January 31, 2020

 

NOTE 1- NATURE OF OPERATIONS, BASIS OF PRESENTATION, GOING CONCERN, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Property and Equipment

 

The Company has $171,223 and $125,000 of football equipment at January 31, 2020 and April 30, 2019, respectively. The football equipment is practice jerseys and shorts, helmets and shoulder pads held in storage to be utilized in the planned league operations in 2020. Additionally, the Company has $11,000 and $0 of office equipment at January 31, 2020 and April 30, 2019, respectively. For financial accounting purposes, depreciation for the football equipment and office equipment will be computed by the straight-line method over an estimated useful life of 3 to 7 years. There was no depreciation expense for the nine months ended January 31, 2020 or 2019, respectively, because the football equipment and office equipment is held in storage and has not been put into use because no football games have been played using this equipment. The football equipment balance at January 31, 2020 excludes $135,323 of recovered and unused football equipment from an office lease settlement that was previously impaired in 2017 and written off by the Company. In accordance with generally accepted accounting principles, because the recovered football equipment was previously impaired, the Company has recorded it at a zero-cost basis because the value cannot be increased once impaired, regardless of its fair market value.

 

Convertible Promissory Notes and Related Embedded Derivatives

 

We account for the embedded conversion option contained in convertible instruments under the provisions of FASB ASC Topic No. 815-40, “Derivatives and Hedging – Contracts in an Entity’s Own Stock”. The embedded conversion option contained in the convertible instruments were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivatives was determined using the Binomial Option Pricing model. On the initial measurement date, the fair value of the embedded conversion option derivative was recorded as a derivative liability and was allocated as debt discount up to the proceeds of the notes with the remainder charged to current period operations as initial derivative expense. Any gains and losses recorded from changes in the fair value of the liability for derivative contract is recorded as a component of other income (expense) in the accompanying unaudited Statements of Operations.

 

In July 2017, the FASB issued ASU 2017-11 “Earnings Per Share (Topic 260)”. Topic 260 changes the classification of certain equity-linked financial instruments (or embedded features) with down round features and clarifies existing disclosure requirements for equity-classified instruments. For freestanding equity-classified financial instruments, entities that present earnings per share (“EPS”) in accordance with Topic 260, to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features would be subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related guidance in Topic 260. For public business entities, the amendments in Part I of this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company early adopted this standard effective April 30, 2017.

 

Convertible Notes With Variable Conversion Options

 

The Company has entered into convertible promissory notes, some of which contain variable conversion options, whereby the outstanding principal and accrued interest may be converted, by the holder, into common shares at a fixed discount to the price of the common stock at the time of conversion. The Company treats these convertible promissory notes as stock settled debt under ASC 480, “Distinguishing Liabilities from Equity” and measures the fair value of the notes at the time of issuance, which is the result of the share price discount at the time of conversion and records the put premium as accretion to interest expense to the date of first conversion.

 

 
F-9

 

 

  

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

January 31, 2020

 

NOTE 1- NATURE OF OPERATIONS, BASIS OF PRESENTATION, GOING CONCERN, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Fair Value of Financial Instruments

 

ASC 820, Fair Value Measurements and Disclosures requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

 

Level 1

Level 1 applies to assets or liabilities where there are quoted prices in active markets for identical assets or liabilities.

 

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

 

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The Company’s financial instruments consist principally of cash, accounts payable, put premium liability, unsecured convertible notes payable, secured convertible notes payable, notes payable, notes payable – related party and an embedded conversion option liability. Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, the Company believes that the recorded values of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

 

Assets and liabilities measured at fair value on a recurring/non-recurring basis consist of the following at January 31, 2020:

 

 

 

Carrying Value

At

January 31,

 

 

Fair Value Measurements at

January 31, 2020

 

 

 

2020

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion option liability

 

$ 191,333

 

 

$

 

 

$

 

 

$ 191,333

 

 

 

 

Carrying Value

At April 30,

 

 

Fair Value Measurements at

April 30, 2019

 

 

 

2019

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion option liability

 

$ 78,005

 

 

$ -

 

 

$ -

 

 

$ 78,005

 

 

 
F-10

 

 

  

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

January 31, 2020

 

NOTE 1- NATURE OF OPERATIONS, BASIS OF PRESENTATION, GOING CONCERN, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of activity of Level 3 assets and liabilities for the nine months ended January 31, 2020:

 

Conversion Option Liability

 

 

 

Balance – April 30, 2019

 

$ 78,005

 

Initial value of conversion option liability

 

 

350,072

 

Initial value of debt discount of conversion option liability

 

 

96,790

 

Reclass of conversion option liability to debt premium

 

 

(78,005 )

Gain from change in the fair value of conversion option liability

 

 

(255,529 )

Balance – January 31, 2020

 

$ 191,333

 

 

Changes in fair value of the conversion option liability are included as a separate Other Income (Expense) item in the accompanying unaudited Statements of Operations.

 

Revenue Recognition

 

League Tryout Camps

 

The Company recognizes league tryout camp revenue on the dates that the tryout camps were held. There were no tryout camps held by the Company during the nine months ended January 31, 2020 or 2019, respectively.

 

Football League Operations

 

The Company will recognize revenue from future football league operations including gate, parking and concessions, stadium advertising and merchandising, licensing fees, sponsorships, naming rights, broadcast and cable, franchise fees, social media and on-line digital media including merchandising, advertising and subscriptions. Since the football operations have not commenced, there was no revenue from football league operations during the nine months ended January 31, 2020 and 2019, respectively.

 

Stock Based Compensation

 

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

 

Pursuant to ASC 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

 

 
F-11

 

 

  

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

January 31, 2020

 

NOTE 1- NATURE OF OPERATIONS, BASIS OF PRESENTATION, GOING CONCERN, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Net Loss per Share of Common Stock

 

The Company computes net earnings (loss) per share per ASC 260-10, “Earnings per Share.” ASC 260-10 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common stockholders by the weighted average common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period and we have excluded all dilutive potential common shares because their effect is anti-dilutive, with the exception for the three-month period ended January 31, 2020, which is detailed in the table below.

 

Diluted EPS for the three months ended January 31, 2020 is as follows:

 

Numerator:

 

 

 

Net Income

 

$ 39,285

 

 

 

 

 

 

Denominator

 

 

 

 

Weighted Average Shares - Basic

 

 

109,315,370

 

Convertible unsecured notes payable

 

 

76,848,478

 

Convertible secured notes payable

 

 

23,941,442

 

Weighted Average Shares - Diluted

 

 

210,105,290

 

 

 

 

 

 

Basic Net Income Per Share

 

$ 0.00

 

Diluted Net Income Per Share

 

$ 0.00

 

  

For the three months ended January 31, 2020, stock options to purchase 1,200,000 shares of common stock at an average exercise price of $0.05 per share, stock warrants to purchase 2,550,000 shares of common stock at an average purchase price of $0.10 per share and a $50,000 convertible unsecured promissory note and accrued interest at a conversion rate of $0.30 per share or 198,353 shares of common stock were anti-dilutive and not included in the computation of diluted earnings per share above because the exercise or conversion price was greater than the average market price of the common stock during the period.

 

Related Parties

 

Parties are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions are recorded at fair value of the goods or services exchanged.

 

Recent Accounting Pronouncements

 

The Company has evaluated other recent accounting pronouncements and their adoption, and has not had, and is not expected to have, a material impact on the Company’s financial position or results of operations. Other new pronouncements issued but not yet effective until after January 31, 2020 are not expected to have a significant effect on the Company’s financial position or results of operations.  

  

 
F-12

 

 

 

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

January 31, 2020

 

NOTE 2 – ACCRUED EXPENSES

 

The Company has recorded accrued expenses that consisted of the following:

 

 

 

January 31,

2020

 

 

April 30,

2019

 

Penalties and interest - unpaid state income tax

 

$ 234,329

 

 

$ 219,209

 

Unpaid federal income tax

 

 

1,764

 

 

 

1,764

 

Legal settlement

 

 

70,000

 

 

 

70,000

 

Late charges on unpaid promissory note

 

 

5,400

 

 

 

5,400

 

Total Accrued Expenses

 

$ 311,493

 

 

$ 296,373

 

  

NOTE 3 – DEBT

 

 

 

January 31,

2020

 

 

April 30,

2019

 

Notes Payable:

 

 

 

 

 

 

Nov.18, 2015. Interest at 8% and principal payable on demand. In Default

 

$ 100,000

 

 

$ 100,000

 

June. 6, 2016. Interest at 4% and principal payable on demand.

 

 

10,000

 

 

 

10,000

 

Aug. 4, 2016. Interest at 8% and principal payable on demand.

 

 

35,000

 

 

 

35,000

 

Sep. 27, 2016. Interest at 4% and principal payable on demand.

 

 

30,000

 

 

 

30,000

 

Sep. 29, 2016. Interest at 4% and principal payable on demand.

 

 

5,000

 

 

 

5,000

 

Sept. 29, 2016. Interest at 4% and principal payable on demand.

 

 

30,000

 

 

 

30,000

 

Oct. 3, 2016. Interest at 4% and principal payable on demand.

 

 

20,000

 

 

 

20,000

 

Sep. 25, 2019. Interest at 8% and principal and interest due Mar. 25, 2020

 

 

70,000

 

 

 

-

 

Less: Debt discount

 

 

(4,252 )

 

 

-

 

Total Notes Payable

 

$ 295,748

 

 

$ 230,000

 

 

At January 31, 2020 and April 30, 2019, the Company has recorded $300,000 and $230,000 of Notes Payable, respectively. Of these amounts, $230,000 is from seven third parties and the principal and interest are payable on demand with an interest rate from 4% to 8% annually. Included in the above is a $100,000 Note Payable dated November 18, 2015 that is in default and the Company has recorded a $5,400 late fee as accrued expense in the accompanying unaudited Balance Sheet at January 31, 2020. See Note 2 – Accrued Expenses and Not 8 – Subsequent Events.

 

On September 25, 2019, the Company received $55,284 of net proceeds from the issuance of a $70,000 face value note payable with debt issue costs paid to or on behalf of the lender of $5,500 and an original issue discount of $9,216. Additionally, the lender directly paid $11,000 to a third party for the purchase for the Company of office equipment that is recorded as property and equipment at January 31, 2020. The terms include interest accrued at 8% annually and the principal and accrued interest are payable on March 25, 2020.

 

On the note issue date of September 25, 2019, the Company recorded the following debt discounts as offsets to the $70,000 Note Payable and will be amortized over the six-month term: (1) original issue discount of $9,216 and (2) debt issue costs of $5,500. For the period from the note issue date of September 25, 2019 to January 31, 2020, the Company recorded $2,943 for amortization of the debt discounts discussed above and recorded to interest expense in the accompanying unaudited Statement of Operations.

 

 
F-13

 

 

  

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

January 31, 2020

 

NOTE 3 – DEBT (CONTINUED)

 

The promissory note specifies that in the event that the Company completes any offering or sale of securities after the date of the promissory note, the proceeds of each such offering shall first be applied to the repayment of the promissory note until the same shall have been paid and satisfied in full. The promissory note also specifies that on or before December 31, 2019, the Company shall have had a special meeting of the stockholders of the Company for the purpose of electing a duly elected and constituted board of directors. See Note 7 – Commitments and Contingencies and Note 8 – Subsequent Events.

 

For the nine months ended January 31, 2020, the Company recorded $11,038 of interest expense for Notes Payable in the accompanying Statement of Operations and at January 31, 2020, the Company has recorded $59,523 of interest related to the Notes Payable as accrued interest in the accompanying unaudited Balance Sheet.

 

 

 

January 31,

2020

 

 

April 30,

2019

 

Notes Payable, Related Party:

 

 

 

 

 

 

Aug. 28, 2015. No stated interest and principal payable on demand.

 

$ 2,300

 

 

$ 2,300

 

 

At January 31, 2020 and April 30, 2019, the Company has previously recorded $2,300 of Notes Payable, Related Party from a former officer of the Company. There is no formal agreement and no interest is being accrued by the Company with the principal due on demand.

 

 

 

January 31,

2020

 

 

April 30,

2019

 

Convertible Unsecured Notes Payable:

 

 

 

 

 

 

April 14, 2016 - Interest at 5% - principal and interest due 12 months from issuance date. In Default

 

$ 50,000

 

 

$ 50,000

 

 

 

 

 

 

 

 

 

 

May 2, 2019 - Interest at 10% - principal and interest due May 2, 2020.

 

 

75,000

 

 

 

-

 

 

 

 

 

 

 

 

 

 

May 8, 2019 - Interest at 12% - principal and interest due February 8, 2020.

 

 

150,000

 

 

 

-

 

 

 

 

 

 

 

 

 

 

December 5, 2019, Interest at 10% - principal and interest due December 5, 2020

 

 

63,000

 

 

 

-

 

 

 

 

 

 

 

 

 

 

January 21, 2020, Interest at 10% - principal and interest due January 21, 2021

 

 

38,000

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Plus: put premium

 

 

169,833

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Less: debt discount

 

 

(48,942 )

 

 

-

 

 

 

 

 

 

 

 

 

 

Total Convertible Unsecured Notes Payable, net of debt discount and put premium

 

$ 496,891

 

 

$ 50,000

 

 

At January 31, 2020, the Company has previously recorded $50,000 of convertible unsecured notes payable. The terms include interest at 5% annually and the principal and interest were payable in one year on April 14, 2017. The unsecured convertible promissory note is in default at January 31, 2020 and the note holder has several remedies including calling the principal amount and accrued interest due and payable immediately. The note holder at its sole discretion, has the right to convert the principal amount, along with all accrued interest, into shares of the Company’s common stock at the conversion price of $0.30 per share, or 198,353 shares of common stock at January 31, 2020.

 

 
F-14

 

 

  

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

January 31, 2020

 

NOTE 3 – DEBT (CONTINUED)

 

For the nine months ended January 31, 2020, the Company recorded $1,890 of interest expense in the accompanying unaudited Statement of Operations and at January 31, 2020, the Company has recorded $9,506 of interest related to the convertible unsecured note payable as accrued interest in the accompanying unaudited Balance Sheet.

 

Convertible Unsecured Promissory Note – May 2, 2019

 

On May 2, 2019, the Company signed a Securities Purchase Agreement (“SPA”) with an investor that provides for the issuance of two 10% convertible promissory notes in the aggregate principal amount of $200,000, comprised of a First Note of $100,000 and a Back-End Note of $100,000, convertible into shares of common stock of the Company.

 

The First Note shall be paid for by the Company as detailed below. The Back-End Note shall be paid for by the issuance of an offsetting secured promissory note issued by the investor to the Company (“Buyer Note”), provided that prior to conversion of the Back-End Note, the Investor must have paid of the Buyer Note in cash such that the Back-End Note may not be converted until it has been paid for in cash by the Investor.

 

The Company may reject the Back-End Note by giving thirty (30) day prior written notice. Such notice must be given 30 days prior to the six (6) month anniversary of the Back-End Note. The cash funding of the Back-End Note is contingent on the Company maintaining a closing bid price at all times in excess of $0.008 per share.

 

On May 2, 2019 (the Original Issue Date (OID), the Company received $85,450 of net proceeds for working capital purposes from the issuance of a $100,000 face value convertible redeemable promissory note (First Note”) with debt issue costs paid to or on behalf of the lender of $12,400 and an original issue discount of $2,150. The terms include interest accrued at 10% annually and the principal and interest payable are payable in one year on May 2, 2020. All interest will be paid in common stock of the Company. Any amount of the principal or interest on this First Note which is not paid when due shall bear Interest at the rate of the lower of Twenty-four Percent (24%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid. The First Note is exchangeable for an equal principal amount of notes of different denominations, as requested by the lender surrounding the same.

 

The lender has the right at any time after the effective date, at its election, to convert all or part of the outstanding and unpaid principal sum and accrued interest into shares of common stock of the Company, subject to certain conversion limitations set forth in the promissory note and certain price protection described below, as per the conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. The Conversion Price is equal to Sixty Percent (60%) of the of the average of the two lowest trades of the Common Stock during the fifteen (15) trading Days immediately preceding a conversion date (“Conversion Price”). The Conversion Price is subject to “full ratchet” and other customary anti-dilution protections.

 

The principal amount of the First Note, initially $100,000, may be prepaid in full solely during the dates set forth below, which shall be subject to the following upward adjustments, subject to the payment period upon which the date all amounts hereunder are paid in full by the Borrower occurs. Subsequent to 180 days after the Issue Date, the Company has no right or option to prepay the principal amount.

 

Date of Note Satisfaction

Payment Amount

0 to 60 days after the OID

 

112% of principal amount plus accrued interest

61 to 120 days after the OID

 

124% of principal amount plus accrued interest

121 to 180 days after the OID

 

136% of principal amount plus accrued interest

 

 
F-15

 

 

  

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

January 31, 2020

 

NOTE 3 – DEBT (CONTINUED)

 

The Company evaluated the First Note in accordance with ASC 480 “Distinguishing Liabilities From Equity” because the First Note (1) embodies an unconditional obligation, (2) requires the Company to settle the unconditional obligation by issuing a variable number of its common shares, and (3) is based solely on a fixed monetary amount known at inception as the lender will receive $166,667 ($100,000 principal divided by the Conversion Price).

 

Regardless of changes in the fair value of the Company’s Common Stock, the lender will receive $166,667 of value at settlement because the monetary value of the obligation does not change. The lender does not benefit if the fair value of the Company’s Common Stock increases and does not bear the risk that the fair value of the Company’s Common Stock might decrease. In accordance with ASC 480, the First Note was classified as stock settled debt and on the note issue date of May 2, 2019, the Company recorded a $66,667 put premium liability with an offset to interest expense in the accompanying unaudited Statement of Operations.

 

On May 2, 2019, the Company recorded the following as offsets to the First Note to be amortized over the 1-year term: (1) original issue discount of $2,150 and (2) debt issue costs of $12,400.

 

From November 11, 2019 to January 31, 2020, the lender converted $25,000 of the principal amount of the First Note and $1,551 of accrued interest into 5,642,589 shares of the Company’s common stock. At January 31, 2020, the principal balance of the First Note is $75,000. As a result of the partial conversions, the Company reclassified $16,667 of the put premium liability as an offset to Additional Paid in Capital and the put premium liability is $50,000 at January 31, 2020. See Note 4 – Stock and Note 8 – Subsequent Events.

 

For the period from May 2, 2019 to January 31, 2020, the Company recorded $10,922 for amortization of the debt discounts to interest expense in the accompanying unaudited Statement of Operations.

 

Convertible Unsecured Promissory Note – May 8, 2019

 

On May 8, 2019, the Company signed a SPA with an Investor that provides for the issuance of a 12% convertible promissory note in the principal amount of $150,000. In connection with the issuance of the promissory note, the Company will issue a common stock purchase warrant to the Investor to purchase 1,500,000 shares of the Company common stock as a commitment fee.

 

On May 8, 2019, the Company received $121,750 of net proceeds for working capital purposes from the issuance of a $150,000 face value convertible promissory note with debt issue costs paid to or on behalf of the lender of $28,250. The terms include interest accrued at 12% annually and the principal and any amount of the principal or interest on the promissory note which is not paid when due shall bear interest at the rate of the lower of twenty-four percent (24%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid.

 

The lender has the right at any time after the effective date, to convert all or part of the outstanding principal, accrued interest and $750 of conversion fees into shares of common stock of the Company, subject to certain conversion limitations set forth in the promissory note and certain price protection described below, as per the conversion formula:

 

Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. The Conversion Price is equal to the lower of (1) the lowest trade during the previous twenty-five (25) trading days or (2) Sixty-One Percent (61%) of the of the lowest trade during the twenty-five (25) trading days immediately preceding a conversion date. The Conversion Price is subject to “full ratchet” and other customary anti-dilution protections. The promissory note contains customary affirmative and negative covenants of the Company.

 

 
F-16

 

 

  

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

January 31, 2020

 

NOTE 3 – DEBT (CONTINUED)

 

The Company issued the lender a common stock purchase warrant with a three (3) year term to acquire 1,500,000 shares of common stock at an exercise price of $0.10 per share. See Note 5 – Stock Based Compensation.

 

The principal amount of the promissory note, initially $150,000, may be prepaid in full solely during the dates set forth below, which shall be subject to the following upward adjustments, subject to the payment period upon which the date all amounts hereunder are paid in full by the Borrower occurs, as follows:

 

Date of Note Satisfaction

Payment Amount

 

0 to 90 days after the Issue Date

 

125% of principal amount plus accrued interest

91 to 180 days after the Issue Date

 

135% of principal amount plus accrued interest

 

Subsequent to 180 days after the Issue Date, the Company has no right or option to prepay the principal amount.

 

The Company evaluated the promissory note in accordance with ASC 815 “Derivatives and Hedging” and due to the price protection in the promissory note, determined that there was a conversion option feature that should be bifurcated and accounted for as a conversion option liability in the balance sheet at fair value. The initial valuation and recording of the conversion option liability was $446,862, using the Binomial Lattice Option Pricing Model with the following assumptions: stock price $0.02, conversion price $0.0067, expected term of 9 months, expected volatility of 383% and discount rate of 2.38%. The initial $446,862 conversion option liability assumed that 22,354,694 shares would be issued upon conversion of the promissory note.

 

The Company evaluated the warrant and determined that there was no embedded conversion feature as the warrant contained a set exercise price with an adjustment only based upon customary items including stock dividends and splits, subsequent rights offerings and pro-rata distributions. The Company calculated the relative fair value between the note and the warrant on the issue date utilizing the Black Scholes Pricing Model for the warrant. As a result, the Company allocated $24,960 to the warrant and recorded as debt discount with an offset to additional paid in capital. The warrant calculation used the following assumptions: stock price $0.02, warrant exercise price $0.10, expected term of 3 years, expected volatility of 383% and discount rate of 2.38%.

 

On the note issue date of May 8, 2019, the Company recorded the following debt discounts as offsets to the $150,000 promissory note and will be amortized over the nine-month term of the note: (1) debt issue costs of $28,250, (2) warrant fair value of $24,960 and (3) conversion option liability of $96,790. As a result, the Company recorded a $326,275 expense for the initial fair value of the conversion option liability, recorded as a separate item in Other Income (Expense).

 

For the period from the note issue date of May 8, 2019 to January 31, 2020, the Company recorded $110,136 for amortization of the debt discounts discussed above and recorded to interest expense in the accompanying unaudited Statement of Operations.

 

From November 11, 2019 to January 31, 2020, the lender converted $12,228 of accrued interest and $1,500 of conversion fees into 6,600,000 shares of the Company’s common stock. At January 31, 2020, the principal balance of the promissory note remains at $150,000. See Note 4 – Stock.

 

 
F-17

 

 

  

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

January 31, 2020

 

NOTE 3 – DEBT (CONTINUED)

 

The Company performed a revaluation of the conversion option liability using the Binomial Lattice Pricing Model at January 31, 2020 that resulted in a value of $191,333 with the following assumptions; stock price $0.0085, conversion price $0.0044, expected term of 0.02 years, expected volatility of 434% and discount rate of 1.52%. As a result, the Company recorded $255,529 of a gain from the change in the fair value of conversion option liability, recorded in Other Income (Expense) in in the accompanying unaudited Statement of Operations for the nine months ended January 31, 2020.

 

The change in the conversion option liability assumed that 34,153,005 shares would be issued upon conversion of the promissory note at January 31, 2020.

 

Convertible Unsecured Promissory Note – December 5, 2019

 

On December 5, 2019, the Company signed a Securities Purchase Agreement (“SPA”) with an investor that provides for the issuance of a 10% convertible promissory note in the principal amount of $63,000, convertible into shares of common stock of the Company. The Company received $60,000 of net proceeds for working capital purposes from the issuance of the convertible promissory note with debt issue costs paid to or on behalf of the lender of $3,000. Any amount of the principal or interest which is not paid when due shall bear Interest at the rate of the lower of twenty-two percent (22%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid. The convertible promissory note is due in one (1) year from the date of issuance or December 5, 2020.

 

The lender from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this convertible promissory note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, has the right, at its election, to convert all or part of the outstanding and unpaid principal sum and accrued interest into shares of common stock of the Company, subject to certain conversion limitations set forth in the convertible promissory note and certain price protection described below, as per the conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. The Conversion Price is equal to Forty Percent (40%) of the of the average of the two lowest trades of the Common Stock during the fifteen (15) trading Days immediately preceding a conversion date (“Conversion Price”). The Conversion Price is subject to “full ratchet” and other customary anti-dilution protections.

 

The principal amount and unpaid accrued interest may be prepaid in full solely during the dates set forth below, which shall be subject to the following upward adjustments, subject to the payment period upon which the date all amounts hereunder are paid in full by the Borrower occurs. Subsequent to 180 days after the Issue Date, the Company has no right or option to prepay the principal amount.

 

Date of Note Satisfaction

Payment Amount

0 to 30 days

 

115% of principal amount plus accrued interest

31 to 60 days

 

120% of principal amount plus accrued interest

61 to 90 days

 

125% of principal amount plus accrued interest

91 to 120 days

 

130% of principal amount plus accrued interest

121 to 150 days

 

135% of principal amount plus accrued interest

151 to 180 days

 

140% of principal amount plus accrued interest

 

The Company evaluated the First Note in accordance with ASC 480 “Distinguishing Liabilities From Equity” because the convertible promissory note (1) embodies an unconditional obligation, (2) requires the Company to settle the unconditional obligation by issuing a variable number of its common shares, and (3) is based solely on a fixed monetary amount known at inception as the lender will receive $94,500.

 

 
F-18

 

 

  

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

January 31, 2020

 

NOTE 3 – DEBT (CONTINUED)

 

Regardless of changes in the fair value of the Company’s Common Stock, the lender will receive $94,500 of value at settlement because the monetary value of the obligation does not change. The lender does not benefit if the fair value of the Company’s Common Stock increases and does not bear the risk that the fair value of the Company’s Common Stock might decrease. In accordance with ASC 480, the promissory note was recorded as stock settled debt on the note issue date, and the Company recorded a $94,500 put premium liability with an offset to interest expense.

 

On December 5, 2019, the Company recorded debt issue costs of $3,000 as an offset to the promissory note to be amortized over the 1-year term. For the period from December 5, 2019 to January 31, 2020, the Company recorded $468 for amortization of the debt discounts to interest expense in the accompanying unaudited Statement of Operations

 

Convertible Unsecured Promissory Note – January 21, 2020

 

On January 21, 2020, the Company signed a Securities Purchase Agreement (“SPA”) with an investor that provides for the issuance of a 10% convertible promissory note in the aggregate principal amount of $38,000, convertible into shares of common stock of the Company. The Company received $35,000 of net proceeds for working capital purposes from the issuance of the convertible promissory note with debt issue costs paid to or on behalf of the lender of $3,000. Any amount of the principal or interest which is not paid when due shall bear Interest at the rate of the lower of twenty-two percent (22%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid. The convertible promissory note is due in one (1) year from the date of issuance or January 31, 2021.

 

The lender from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this convertible promissory note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, has the right, at its election, to convert all or part of the outstanding and unpaid principal sum and accrued interest into shares of common stock of the Company, subject to certain conversion limitations set forth in the convertible promissory note and certain price protection described below, as per the conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. The Conversion Price is equal to Sixty Percent (60%) of the of the average of the two lowest trades of the Common Stock during the fifteen (15) trading Days immediately preceding a conversion date (“Conversion Price”). The Conversion Price is subject to “full ratchet” and other customary anti-dilution protections.

 

The principal amount and unpaid accrued interest may be prepaid in full solely during the dates set forth below, which shall be subject to the following upward adjustments, subject to the payment period upon which the date all amounts hereunder are paid in full by the Borrower occurs. Subsequent to 180 days after the Issue Date, the Company has no right or option to prepay the principal amount.

 

Date of Note Satisfaction

Payment Amount

0 to 30 days

 

115% of principal amount plus accrued interest

31 to 60 days

 

120% of principal amount plus accrued interest

61 to 90 days

 

125% of principal amount plus accrued interest

91 to 120 days

 

130% of principal amount plus accrued interest

121 to 150 days

 

135% of principal amount plus accrued interest

151 to 180 days

 

140% of principal amount plus accrued interest

 

The Company evaluated the First Note in accordance with ASC 480 “Distinguishing Liabilities From Equity” because the convertible promissory note (1) embodies an unconditional obligation, (2) requires the Company to settle the unconditional obligation by issuing a variable number of its common shares, and (3) is based solely on a fixed monetary amount known at inception as the lender will receive $25,333.  

 

 
F-19

 

 

  

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

January 31, 2020

 

NOTE 3 – DEBT (CONTINUED)

 

Regardless of changes in the fair value of the Company’s Common Stock, the lender will receive $25,333 of value at settlement because the monetary value of the obligation does not change. The lender does not benefit if the fair value of the Company’s Common Stock increases and does not bear the risk that the fair value of the Company’s Common Stock might decrease. In accordance with ASC 480, the convertible promissory note was recorded as stock settled debt on the note issue date of January 21, 2020, and the Company recorded a $25,333 put premium liability with an offset to interest expense.

 

On January 21, 2020, the Company recorded debt issue costs of $3,000 as an offset to the promissory note to be amortized over the 1-year term. For the period from January 21, 2020 to January 31, 2020, the Company recorded $82 for amortization of the debt discounts to interest expense in the accompanying unaudited Statement of Operations

 

 

 

January 31,

2020

 

 

April 30,

2019

 

Convertible Secured Note Payable:

 

 

 

 

 

 

Mar. 9, 2016 - Principal and interest at 10% due June 9, 2017. IN DEFAULT with interest recorded at default rate of 22%.

 

$ 45,000

 

 

$ 85,000

 

 

 

 

 

 

 

 

 

 

May 17, 2018 - Principal and interest at 8% due May 17, 2019. IN DEFAULT with interest recorded at default rate of 18%.

 

 

80,000

 

 

 

80,000

 

 

 

 

 

 

 

 

 

 

Less: debt discount

 

 

-

 

 

 

(10,083 )

 

 

 

 

 

 

 

 

 

Plus: put premium

 

 

71,301

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Total Convertible Secured Notes Payable

 

$ 196,301

 

 

$ 154,917

 

 

Convertible Secured Note Payable - #1

 

At January 31, 2020, the Company has recorded a remaining balance of $45,000 from an original $550,000 face value convertible secured promissory note. From June 18, 2019 to December 3, 2019, the lender elected to convert $40,000 of the principal amount of the promissory note into 6,631,454 shares of common stock. As a result of these conversions, the promissory note balance is $45,000 at January 31, 2020. See Note 4 – Stock and Note 8 – Subsequent Events. The Company calculated a conversion price of $0.062 per share for the promissory note balance of $45,000 that would convert into 7,274,775 shares of common stock at January 31, 2020.

 

The promissory note was due and payable on June 9, 2017 and as a result, is in default at January 31, 2020. However, the lender has not notified the Company of the default in writing but, the lender has several remedies including calling the principal amount and accrued interest due and payable immediately. The promissory note includes customary affirmative and negative covenants of the Company.

 

The Company reevaluated the promissory note in accordance with ASC 480 “Distinguishing Liabilities From Equity” because the promissory note (1) embodies an unconditional obligation and (2) requires the Company to settle the unconditional obligation by issuing a variable number of its common shares, and (3) is based on a monetary amount known as the lender will receive $107,143 ($75,000 principal divided by the Conversion Price). In accordance with ASC 480, the promissory note was classified as stock settled debt and the Company recorded a $32,143 put premium liability.

 

 
F-20

 

 

  

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

January 31, 2020

 

NOTE 3 – DEBT (CONTINUED)

 

As a result of the partial conversions, the Company reclassified $14,175 of the put premium liability as an offset to Additional Paid in Capital and the put premium liability is $17,968 at January 31, 2020. See Note 8 – Subsequent Events for additional partial conversions.

 

The Company is accruing interest at the default rate of twenty-two percent (22%) per annum, or the highest rate permitted by law, from the due date thereof until paid. During the nine months ended January 31, 2020, the Company recorded $11,364 of interest expense in the accompanying unaudited Statement of Operations and at January 31, 2020, $101,756 of accrued interest was recorded in the accompanying unaudited Balance Sheet.

 

Convertible Secured Note Payable - #2

 

At January 31, 2020, the Company has recorded $80,000 from the issuance of a convertible secured promissory note dated May 17, 2018 with terms including interest accrued at 10% annually and the principal and interest payable on May 17, 2019. The promissory note is in default at January 31, 2020. However, the lender has not notified the Company of the default in writing but, the lender has several remedies including calling the principal amount and accrued interest due and payable immediately. The promissory note includes customary affirmative and negative covenants of the Company. The Company calculated a conversion price of $0.0048 per share for the promissory note balance of $80,000 that would convert into 16,666,667 shares of common stock at January 31, 2020.

 

The Company evaluated the promissory note in accordance with ASC 480 “Distinguishing Liabilities From Equity” because the promissory note (1) embodies an unconditional obligation and (2) requires the Company to settle the unconditional obligation by issuing a variable number of its common shares, and (3) is based on a monetary amount known as the lender will receive $133,333 ($80,000 principal divided by the Conversion Price). In accordance with ASC 480, the promissory note has been classified as stock settled debt and the Company recorded a $53,333 put premium liability.

 

Effective May 17, 2019, the Company is accruing interest at the default rate of eighteen percent (18%) per annum, or the highest rate permitted by law, from the due date thereof until paid. During the nine months ended January 31, 2020, the Company recorded $13,309 of interest expense in the accompanying unaudited Statement of Operations and at January 31, 2020, $19,428 of accrued interest was recorded in the accompanying unaudited Balance Sheet.

 

NOTE 4 – STOCK

 

Common Stock:

 

The Company is authorized to issue up to 450,000,000 shares of common stock at $0.001 par value per share. Effective October 30, 2019, the Company amended its Articles of Incorporation to increase authorized shares of common stock from 300,000,000 to 450,000,000. At January 31, 2020, 120,867,116 shares were issued, and 119,367,116 shares were outstanding. There are 1,500,000 shares of stock issued to former officers that were terminated prior to the vesting period of four years through July 14, 2018 and excluded from the shares issued at January 31, 2020. In accordance with their employment agreements, if the Employee’s employment is terminated by Employee or the Company, any shares not yet released to Employee upon the termination date shall be returned to the treasury of the Company, and Employee shall be entitled to no compensation for such shares. The Company plans to pursue the return of the 1,500,000 unvested shares held by two former employees.

 

 
F-21

 

 

  

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

January 31, 2020

 

NOTE 4 – STOCK (CONTINUED)

 

Common Stock Issued

 

From June 18, 2019 to December 3, 2019, the lender of a convertible secured promissory note elected to convert $40,000 of the principal amount of the promissory note into 6,631,454 shares of common stock. See Note 3 – Debt.

 

On July 15, 2019, the Company received $50,000 of proceeds from a private placement offering, representing 2,500,000 shares of stock at $0.02 per share from a related party investor. See Note 6 Related Party Transactions.

 

On October 31, 2019, the Company received $50,000 of proceeds from a private placement offering, representing 5,000,000 shares of stock at $0.01 per share from a related party investor. See Note 6 - Related Party Transactions

 

From November 11, 2019 to January 22, 2020, the lender of a convertible unsecured promissory note converted $25,000 of the principal amount and $1,551 of accrued interest into 5,642,589 shares of the Company’s common stock. See Note 3 – Debt.

 

From November 11, 2019 to January 22, 2020, the lender of a convertible unsecured promissory note converted $12,229 of accrued interest and $1,500 of conversion fees into 6,600,000 shares of the Company’s common stock. See Note 3 – Debt.

 

NOTE 5 – STOCK BASED COMPENSATION

 

Stock Options to Consultants

 

Effective July 14, 2014, the Company granted 4,150,000 stock options to purchase common stock to consultants pursuant to the 2014 Plan and shall vest pursuant to the vesting provision contained in each of the stock option agreements. The exercise price of the stock options is $0.05 per share. At April 30, 2018, only 1,200,000 of these options were outstanding and were held by the Senior Executive Vice President of the Company as the other stock options were either forfeited or terminated since being granted. For the 1,200,000 stock options held by the Senior Vice President of the Company, 450,000 vested on the grant date of July 14, 2014 and the remaining 750,000 had a four (4) year vesting period through July 14, 2018.

 

The following table summarizes stock option activity of the Company for the nine months ended January 31, 2020:

 

 

Stock Options Outstanding

 

Weighted

 

Weighted

 

Average

 

Average

 

Remaining

 

Aggregate

 

Number of

 

Exercise

 

Contractual

 

Intrinsic

 

Options

 

Price

 

Life (Years)

 

Value

 

Outstanding, April 30, 2019

 

1,200,000

 

$

0.05

 

5.21

 

$

-

 

No activity

 

-

 

$

-

 

-

 

$

-

 

Outstanding, January 31, 2020

 

1,200,000

 

$

0.05

 

4.45

 

$

-

 

Exercisable, January 31, 2020

 

1,200,000

 

$

0.05

 

4.45

 

$

-

  

 
F-22

 

 

  

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

January 31, 2020

 

NOTE 5 – STOCK BASED COMPENSATION (Continued)

 

Stock Warrants

 

On May 8, 2019, in relation to a $150,000 convertible unsecured promissory note, the Company issued the lender a common stock purchase warrant with a three (3) year term to acquire 1,500,000 shares of common stock of the Company at an exercise price of $0.10 per share. See Note 3 – Debt.

 

The Company evaluated the warrant and determined that there was no embedded conversion feature as the warrant contained a set exercise price with an adjustment only based upon customary items including stock dividends and splits, subsequent rights offerings and pro-rata distributions. The Company calculated the relative fair value between the note and the warrant on the issue date utilizing the Black Scholes Pricing Model for the warrant. As a result, the Company allocated $24,960 to the warrant and recorded as debt discount with an offset to additional paid in capital. The warrant calculation used the following assumptions: stock price $0.02, warrant exercise price $0.10, expected term of 3 years, expected volatility of 383% and discount rate of 2.38%.

 

In June 2019, 1,400,000 warrants expired as they were not exercised before the end of the exercise period.

 

The following table summarizes stock warrant activity of the Company for the nine months ended January 31, 2020:

 

 

 

Stock Warrants Outstanding

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

Weighted

 

 

Average

 

 

 

 

 

 

 

 

 

Average

 

 

Remaining

 

 

Aggregate

 

 

 

Number of

 

 

Exercise

 

 

Contractual

 

 

Intrinsic

 

 

 

Warrants

 

 

Price

 

 

Life (Years)

 

 

Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, April 30, 2019

 

 

2,450,000

 

 

$ 0.05

 

 

 

0.50

 

 

$ 14,513

 

Granted May 2019

 

 

1,500,000

 

 

$ 0.10

 

 

 

2.52

 

 

$ -

 

Expired June 2019

 

 

(1,400,000 )

 

$ -

 

 

 

-

 

 

$ -

 

Outstanding, January 31, 2020

 

 

2,550,000

 

 

$ 0.10

 

 

 

1.44

 

 

$ -

 

Exercisable, January 31, 2020

 

 

2,550,000

 

 

$ 0.10

 

 

 

1.44

 

 

$ -

 

 

NOTE 6 – RELATED PARTY TRANSACTIONS

 

The Company has previously accrued $740,000 for unpaid former officer compensation and accrued $37,111 for the employers share of payroll taxes related to the unpaid former officer compensation in the accompanying unaudited Balance Sheet at January 31, 2020. The accrued compensation is related to two former officers and the Company believes that because of the termination of all officers, there is no employment agreement or compensation due to the former officers.

 

At January 31, 2020, the Company has a $2,300 remaining unpaid balance on a promissory note due to a former officer that originally was $15,300 for working capital requirements. There is no formal agreement and no interest is being accrued by the Company with the principal due on demand. The Company classified the promissory note as Notes Payable – Related Parties in the accompanying unaudited Balance Sheet at January 31, 2020. See Note 3 – Debt.

 

 
F-23

 

 

  

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

January 31, 2020

 

NOTE 6 – RELATED PARTY TRANSACTIONS (CONTINUED)

 

At January 31, 2020, the Company has recorded $35,517 of accounts payable – related parties for Company related expenses. This includes $28,250 to the contract President and CEO on behalf of the Company, which includes $23,000 of expenses related to a consulting agreement with the Company and $5,250 of expenses related to an office in home. Additionally, the balance at January 31, 2020 includes $7,267 paid by the Executive Vice President on behalf of the Company.

 

From July 15, 2019 through October 31, 2019, an investor purchased 7,500,000 shares of the Company’s $0.001 par value common stock at purchase prices of $0.01 to $0.02 per share – See Note 4 - Stock. At January 31, 2020, the investor owns 33,500,000 shares or approximately 28% of the Company’s issued shares of common stock and as a result, is deemed to be a related party.

 

NOTE 7 – COMMITMENTS AND CONTINGENCIES

 

Office Lease

 

At April 30, 2019, the Company had a remaining balance owed of $10,000 from a settlement agreement dated February 5, 2018 related to a lease agreement for its corporate headquarters and training facility in Lakewood Ranch, Manatee County, Florida. The terms included that the Company gave up all right, title and interest to business equipment and office furniture in the premises until paid.

 

On May 1, 2019, the landlord and the Company executed an amendment to the settlement which specified:

 

 

a.

In lieu of making the payment of $10,000 on May 1, 2019, the Company has paid the landlord $2,500 of the $10,000 payment: and

 

b.

The Company paid the landlord $503 as reimbursement for an additional month of storage space rental; and

 

c.

The Company will pay the landlord the remaining $7,500 balance on or before May 31, 2019.

 

On May 29, 2019, the Company paid the remaining balance of $7,500 related to the settlement discussed above and as a result, the Company has right, title and interest to the remaining unused football equipment that was under the control of the landlord prior to the final payment. The Company had previously impaired $135,323 value of unused football equipment at April 30, 2017 that was recovered in relation to the office lease settlement. In accordance with generally accepted accounting principles, because the recovered football equipment was previously impaired, the Company has recorded it at a zero-cost basis because the value cannot be increased once impaired, regardless of its fair market value.

 

Lawsuit for Legal Fees

 

On May 9, 2009, Stradley Ronon Stevens & Young, LLP, filed a lawsuit against the Company in the U.S. District Court for the District of Delaware for failure to pay legal fees owed in the amount of $166,129. The Company negotiated with Stradley and in July 2014, issued Stradley 100,000 shares of common stock valued at $0.05 per share, the quoted market price on the date of grant, as a sign of good faith towards a resolution. On April 2, 2009, to avoid the cost of litigation, the Company agreed to a Consent of Judgment against it in the amount of $166,129 and the Company continues to carry this amount as accounts payable in the accompanying Balance Sheet at January 31, 2020.

 

 
F-24

 

 

  

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

January 31, 2020

 

NOTE 7 – COMMITMENTS AND CONTINGENCIES (Continued)

 

Attorney Lien

 

On August 2, 2017, David Bovi, the Company’s former legal counsel, submitted correspondence reflecting a “charging lien” for non-payment related to $243,034 of legal services provided to the Company, which included $19,453 of interest on unpaid invoices. The retainer agreement with Mr. Bovi specified that interest will be charged at 1% per month for unpaid amounts. The Company recorded $20,160 of interest expense related to the unpaid invoices during the nine months ended January 31, 2020 resulting in a total amount owed of $314,651 classified as accounts payable in the accompanying unaudited Balance Sheet at January 31, 2020. The “charging lien” states that Mr. Bovi will retain all Company documents in his possession unless paid the amount outstanding as described above.

 

Herm Edwards:

 

The Company retained Herm Edwards, a former NFL player and coach, as a consultant to promote the new football league. On September 19, 2017, Mr. Edwards agent contacted the Company and indicated that under the contract, Mr. Edwards was still owed the sum of $216,667, which the Company has recorded as accounts payable to Mr. Edwards in the accompanying unaudited Balance Sheet at January 31, 2020.

 

BodyHype:

 

In 2016, the Company entered an agreement with BodyHype of Canada to be the Company’s official uniform supplier. BodyHype has made a claim for a $140,000 payment, which the Company disputes and the Company has recorded $140,000 of accounts payable for the claim in the accompanying unaudited Balance Sheet at January 31, 2020.

 

Vendor Lawsuits

 

H&J Ventures, LLC

 

H&J Ventures, LLC (“H&J”) is a debtor in a chapter 7 bankruptcy proceeding. The chapter 7 trustee (the “Trustee”) made a claim in 2016 against the Company relating to an October 1, 2014 agreement between the Company and H&J.

 

On August 24, 2017, the Company and H&J agreed to a $50,000 settlement payment by the Company to the bankruptcy trustee to resolve the matter. On August 13, 2018, the Company and the Trustee executed a Stipulation and Consent Order specifying that the Company would pay the Trustee $50,000 by August 31, 2018. If payment was not made timely by the Company and was not cured within three (3) days of the August 31, 2018 date, a consent judgment in the amount of $70,000 would be entered against the Company. The Company did not make the required payment within the timeframe and as a result, a judgment in the amount of $70,000 was entered against the Company. The Company has previously recorded $70,000 for the potential settlement as accrued expenses in the accompanying unaudited Balance Sheet at January 31, 2020. See Note 2 – Accrued Expenses.

 

Interactive Liquid LLC:

 

On August 4, 2017, Interactive Liquid LLC (Interactive”), a vendor of the Company, filed a lawsuit in the amount of $153,016 related to unpaid invoices for logo design and website development services provided. On December 18, 2017, MLFB received a settlement demand for payment of consideration with a total value of $153,016, consisting of stock valued at $26,016 and periodic cash payments to be completed on or before June 1, 2018 totaling $127,000. Further negotiations ensued and ultimately the case was settled on or about March 5, 2018.

 

 
F-25

 

 

  

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

January 31, 2020

 

NOTE 7 – COMMITMENTS AND CONTINGENCIES (Continued)

 

The settlement called for MLFB to make payment to Interactive in the sum of $10,000 immediately upon receipt of an initial tranche of funding. MLFB was then required to make an additional payment of $30,000 on or before June 1, 2018. MLFB’s failure to make the payments as outlined would result in the entry of a judgment in favor of Interactive against MLFB in the sum of $153,016, said sum representing the full amount of Interactive’s claimed damages. The Company failed to make the required payment due to lack of funding and as such, on June 4, 2018, Interactive filed the stipulated judgment. The Company has recorded accounts payable to Interactive of $153,016 in the accompanying unaudited Balance Sheet at January 31, 2020. The judgment remains unpaid.

 

Lamnia International:

 

The Company previously entered into a contract with Lamnia International (“Lamnia”) for investor relations services. On December 7, 2017, the Company received a demand for payment in the sum of $153,000. Per the demand letter, the sum was to be paid on or before December 15, 2017 and if not paid, collections and or legal actions could be instituted. The Company has recorded $124,968 of accounts payable to Lamnia in the accompanying unaudited Balance Sheet at January 31, 2020. The difference in amounts is that the Company terminated the agreement in writing whereas the vendor continued to charge for services after the date of termination for which the Company disagrees.

 

Unpaid Taxes and Penalties

 

At January 31, 2020, the Company owed the State of Delaware $110,154 for unpaid state income taxes from the tax year ended April 30, 2007. The unpaid state income taxes are included as state income taxes payable in accompanying unaudited Balance Sheet at January 31, 2020. Additionally, the Company owes the State of Delaware for penalties and interest from the tax year ending April 30, 2007 of $234,329, which is included as accrued expenses in the accompanying unaudited Balance Sheet at January 31, 2020. The Company has an agreement with the State of Delaware to pay a minimum per month. However, due to cash flow constraints, the Company has been unable to pay the minimum monthly amounts and is in default of the agreement that may cause additional interest and penalties and lead to other collection efforts by the State of Delaware.

 

In September 2015, the Company reached an offer in compromise (“OIC”) settlement with the IRS for unpaid penalties and interest from the tax year ended April 30, 2007. The settlement was in the amount of $13,785 and was to be paid by the Company with a $1,000 payment upon the execution of settlement, then the balance of $1,757 paid in November 2015 and making up the 20% down payment of $2,757, a second installment payment of $2,208, and then four monthly payments of $2,205. The Company made all required payments in accordance with the settlement except for the final payment of $2,205.

 

The Company received correspondence from the IRS that because of an application fee not being paid with the original OIC, the Company was required to submit a new OIC and the required application fee. In October 2016, the Company had a telephone call with an IRS representative and were informed to offer the last payment that was due on the original OIC of $2,205 as discussed above and pay 20% of that balance. On October 5, 2016, the Company sent to the IRS by certified mail two checks in the amount of $186 (application fee for the new OIC) and $449 (20% or $441 of the $2,205 remaining original OIC payment and an $8 processing fee). The Company applied $441 against the remaining payment owed and the balance of $1,764 is included in accrued expenses in the accompanying unaudited Balance Sheet at January 31, 2020 (See Note 2 – Accrued Expenses). As of the date of these financial statements, the Company has not received any further correspondence form the IRS and the Company is considered in default of the settlement agreement and the IRS could void or restructure the agreement.

 

 
F-26

 

 

  

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

January 31, 2020

 

NOTE 7 – COMMITMENTS AND CONTINGENCIES (Continued)

 

SEC Correspondence

 

On April 19, 2018, the Company received correspondence from the SEC Division of Corporate Finance related to non-compliance with the reporting requirements under Section 13(a) of the Securities Act of 1934. The Company responded to the SEC on April 30, 2018 providing information that its past due April 30, 2017 Form 10-K was filed on April 25, 2018 and that it was actively preparing past due 10-Q filings for the periods ended July 31, 2017, October 31, 2017 and January 31, 2018. The Company requested a sixty (60) day extension to file the past due 10-Q reports. The Company filed the past due 10-Q reports with the SEC on June 11, 2018.

 

The Company filed its Form 10-K and the financial statements for the year ended April 30, 2018 on November 19, 2018 but, were not timely filed. As the Company had not timely filed its Form 10-K for the year ended April 30, 2018, the Company may be subject, without further notice, to an administrative proceeding to revoke its registration under the Securities Act of 1934. Additionally, the Company had not timely filed various other filings in 2018 and 2019.

 

Master Business Agreement

 

Effective November 16, 2018, the Company entered into a Master Business Agreement (“Master Agreement”) with a third-party consulting firm to provide the following services related to the Company’s planned 2019 football season: (1) marketing and communications, (2) sponsorship development and sales, (3) distribution and broadcasts and (4) production and show creation. The Master Agreement has a term through November 30, 2020, by virtue of an executed amendment, and provides for both cash and common stock payments for each of the above four service areas. The services to be provided are contingent on the Company obtaining a minimum $3,000,000 of investor funding by March 31, 2020, by virtue of an executed amendment. From January 30, 2019 to November 7, 2019, the Company paid the consultant $52,500 as a good faith payment and recorded the payment as prepaid consulting in the accompanying unaudited Balance Sheet at January 31, 2020. See Note 8 – Subsequent Events.

 

Additionally, the Master Agreement specified that the Company would reimburse the third-party consulting firm for out of pocket expenses and at April 30, 2019, the Company had recorded $18,131 of expenses as accounts payable. In May 2019, the Company paid the $18,131 of accounts payable to the third-party consulting firm.

 

Master Services Agreement

 

Effective February 5, 2019, the Company entered into a Master Services Agreement (“Master Services”) with a third-party consulting firm to provide social and digital consulting for the Company. The Master Services included an initial Statement of Work (“SOW”) in the amount of $167,500 for services through October 31, 2019. The SOW provided for an initial signing payment of $25,000 upon the execution of the SOW and $15,000 payments to be made through October 31, 2019 for services provided. The Company made the $25,000 signing payment on February 21, 2019.

 

The Company and the consulting firm disputed the services provided and terminated the agreement in July 2019. The consulting firm has invoiced the Company for $60,000 of services through June 2019, which the Company disputes. The Company is in discussions with the consulting firm related to the invoices but has recorded $60,000 of accounts payable in accounts payable in the accompanying unaudited balance sheet at January 31, 2020.

 

 
F-27

 

 

  

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

January 31, 2020

 

NOTE 7 – COMMITMENTS AND CONTINGENCIES (Continued)

 

Lease Agreements and Use Permit

 

Effective February 21, 2019, the Company entered into a lease agreement to lease the Virginia Beach Sportsplex in Princess Anne Commons, Virginia Beach, Virginia for up to five football plus one playoff game for the 2019 football season. The payment for each event is $7,500 per event. Additionally, the Company paid a $30,000 deposit with the execution of the lease agreement and is recorded as an other asset in the accompanying unaudited Balance Sheet at January 31, 2020. The Company believes that the deposit will be transferred successfully to the 2020 demonstration football season. Additionally, and also effective February 21, 2019, the Company entered into a Use Permit Agreement for locker room rental and turf rental for ten weeks of practice time at a weekly rate of $1,200 or $12,000 in total.

 

Effective March 12, 2019, the Company entered into a lease agreement to lease the War Memorial Stadium in Little Rock, Arkansas for a minimum of four and a maximum of five football games for the 2019 football season. The payment for each event is $10,000 plus additional expenses including security and expenses for a total of $14,225 per event. Additionally, the Company paid a $5,000 non-refundable deposit with the execution of the lease agreement and is recorded as an other asset in the accompanying unaudited Balance Sheet at January 31, 2020. The Company believes that the deposit will be transferred successfully to the 2020 demonstration football season.

 

Purchase of Football and Office Equipment

 

On July 18, 2019, the Company completed an agreement to purchase the bulk of the football equipment, helmets, pads, electronics, office equipment and supplies of the bankrupt Alliance of American Football Spring League. This agreement is through the bankruptcy court with a third party for $400,000 that was scheduled on the bankruptcy petition with a valuation in excess of $3,000,000. The Company funded an initial deposit of $25,000 on July 22, 2019 that was recorded as an other asset and the remaining balance of $375,000 was due by September 30, 2019, by virtue of an executed extension (See discussion below). Additionally, the Company agreed to share equally the storage warehouse rent for August 2019 of $10,000 and paid $5,010 in July 2019. This warehouse is currently holding the approximately 32,000 football related items covered by the agreement.

 

Additionally, the Company structured an agreement with a third party in bankruptcy to purchase computer and office equipment for $11,000 (including $1,000 for storage material) with a market valuation of approximately $80,000.

 

The Company was not going to meet the September 30, 2019 deadline to purchase the equipment described above. However, on September 25, 2019, the Company structured a $70,000 face value promissory note with the Lender that is the same party as discussed previously under Secured Convertible Notes Payable #1 and #2 – see Note 3 – Debt.

 

On September 25, 2019, the Company received $55,284 of net proceeds from the issuance of a $70,000 face value promissory note with an original issue discount of $9,216 and debt issue costs paid to or on behalf of the lender of $5,500. The Lender is the same party as discussed previously under Secured Convertible Notes Payable #1 and #2 – see Note 3 – Debt.

 

As a component of the closing of the $70,000 face value promissory note, the Lender paid the $11,000 of funds for the computer and office equipment discussed above directly to the third party in bankruptcy and as a result, the Company has recorded the $11,000 payment as Office Equipment in accompanying unaudited balance sheet at January 31, 2020. See Note 1- Property and Equipment.

 

 
F-28

 

 

  

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

January 31, 2020

 

NOTE 7 – COMMITMENTS AND CONTINGENCIES (Continued)

 

The promissory note includes a covenant of the Company including that on or before January 31, 2020, for an aggregate purchase price equal to $400,000, the Company shall take all necessary action to purchase from the Lender the football equipment that the Lender acquired from a third party that the Company had previously structured a $400,000 agreement to purchase – see above. Prior to January 31, 2020, the Lender agrees not to sell the football equipment unless there occurs an Event of Default or any breach or default under any other agreement by and between the Company and the Lender; provided that, if the Company has not purchased the football equipment by January 31, 2020, the parties agree that the Lender may sell such football equipment to any third party without limitation.

 

Additionally, the promissory note includes a covenant that specifies that on or before December 31, 2019, the Company shall have had a special meeting of the stockholders of the Company for the purpose of electing a duly elected and constituted board of directors. The Company did not have such a meeting and is in technical default of the covenant at January 31, 2020. However, the Company was in constant discussions with the lender and on February 20, 2002, the technical default was cured by the Company appointing three additional members to the Board of Directors (See Note 8 – Subsequent Events).

 

Effective February 18, 2020, the Company and the Lender executed a Forbearance Agreement related to the Company not purchasing the football equipment above by the deadline of January 31, 2020. The non-payment of the football equipment constituted an Event of Default under the promissory note. The Forbearance Agreement extended the purchase date of the football equipment by the Company to March 25, 2020 (“Forbearance Termination Date”). On or before the Forbearance Termination Date, the Company shall purchase from the Lender the football equipment for (i) a purchase price equal to $435,000.00, if purchased prior to February 29, 2020, or (ii) a purchase price equal to $470,000.00, if purchased between March 1, 2020 and the Forbearance Termination Date.

 

The Company had previously funded a $25,000 deposit related to the football equipment and as a result of the new agreement with the Lender, the $25,000 deposit was recorded as an other expense in the accompanying unaudited Statement of Operations for the nine months ended January 31, 2020.

 

NOTE 8 – SUBSEQUENT EVENTS

 

On February 7, 2020, the lender of a remaining $75,000 (original $100,000) face value convertible unsecured promissory note, elected to convert $12,000 of the principal amount and $868 of accrued interest into 3,020,645 shares of common stock resulting in a note balance of $63,000 after the conversion. See Note 3 – Debt.

 

On February 7, 2020, the lender of a remaining $45,000 (original $550,000) face value convertible secured promissory note, elected to convert $15,000 of the principal amount into 2,678,571 shares of common stock resulting in a note balance of $30,000 after the conversion. See Note 3 – Debt.

 

Effective February 8, 2020, a $150,000 unsecured convertible promissory note became due and payable and is in default as of the date of these unaudited financial statements. The note holder has several remedies and with a written letter of notice for the default to the Company, the principal amount plus accrued and default interest is due and payable immediately and this amount will be multiplied by 150%. As of the date of these unaudited financial statements, the Company has not received any notice of default from the note holder. See Note 3 – Debt.

 

 
F-29

 

 

  

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

January 31, 2020

 

NOTE 8 – SUBSEQUENT EVENTS (Continued)

 

Effective February 18, 2020, the sole officer of the Company executed a corporate resolution authorizing the sole officer to be authorized as the President and Chief Executive Officer of the Company. This action was taken in relation to the Company’s intent to appoint a Board of Directors and the sole officer was performing all of the actions as the President and Chief Executive Officer of the Company.

  

Effective February 20, 2020, the Company announced the appointment of three additional Directors to serve until the annual shareholders meeting (See Note 7 – Commitments and Contingencies). All three directors will serve for no compensation. The three appointed Directors are:

 

 

·

William G. Lyons, Chief Strategist, William Lyons Associates, Inc. and Founder and Principal at BDB Entertainment Group.

 

·

John JJ Coyne, Executive Vice President of the Company

 

·

Britt Jennings, Manager, Bedrock Loans, LLC

 

On March 5, 2020, the Company received $25,000 of proceeds from the issuance of a note payable with terms including interest accrued at 10% annually and the principal and interest are payable in three months on June 5, 2020.

 

On March 6, 2020, the Company signed a lease agreement for the storage of football and office equipment that was previously stored at another location (See Note 7 – Commitments and Contingencies). The lease term is from March 6, 2020 to March 31, 2021 and the monthly payment is $6,518. Effective with the signing of the lease, the Company paid the lessor $13,035, representing the first month rental payment of $6,518 and a lease deposit of $6,517.

  

 
F-30

 

 

  

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Introduction

 

The following discussion contains forward-looking statements. The words “anticipate,” “believe,” “expect,” “plan,” “intend,” “estimate,” “project,” “will,” “could,” “may” and similar expressions are intended to identify forward-looking statements. Such statements reflect our Company’s current views with respect to future events and financial performance and involve risks and uncertainties. Should one or more risks or uncertainties occur, or should underlying assumptions prove incorrect, actual results may vary materially and adversely from those anticipated, believed, expected, planned, intended, estimated, projected or otherwise indicated. Readers should not place undue reliance on these forward-looking statements.

 

The following discussion is qualified by reference to and should be read in conjunction with our Company’s financial statements and the notes thereto.

 

Plan of Operation

 

The Company is seeking to establish, develop and operate MLFB as a professional spring/summer football league. Our official launch occurred with our tryout camps held at four location in March and April of 2019. Subject to the timing of our funding, we are planning a demonstration season for 2020 consisting of either a 4 team 6 game season commencing with a full training camp in early May 2020 or a 3 team 4 game season with the same training camp dates. All games will be played in cities and stadiums where we have established facility arrangements in Ohio, Virginia and Arkansas, in May and June 2020. We have also been in discussions with cities in Alabama, Texas and Florida. We plan to televise all our games. However, in light of the recent events related to the coronavirus (COVID-19) pandemic, the above scheduled timeframe could be extended. Subsequently, we plan a 6 team 8 game regular season for 2021.

 

We intend to establish franchises in cities overlooked by existing professional sports leagues and provide fans with professional football in the NFL off-seasons, which will enable us to take a totally non-adversarial approach towards the National Football League (“NFL”).

 

We have commenced the process of leasing playing venues, acquiring football equipment and have obtained required workers compensation insurance for certain states where we will play games. Our spring and early summer schedule ensures no direct competition with autumn/winter football, including the 32 NFL, 9 Canadian Football League, the professional XFL League, 627 NCAA, 91 NAIA, 142 JUCO’s, 27 Canadian Universities, and thousands of high school and collegiate institution teams.

 

We expect we will need additional short-term financing as well as financing over the next 12 months. We are in discussions with individual investors to raise $5 million by March 31, 2020, which will cover anticipated expenses for the 2020 demonstration football season. However, in light of the recent events related to the coronavirus (COVID-19) pandemic, the above scheduled timeframe could be extended. Subsequently, we are in discussions for a tiered subsequent raise of $25 million by September 30, 2020, which will cover the Company's anticipated expenses for its 6 team 8 game regular season for 2021. Through the issuance date of this report on Form 10-Q, smaller investments have been received to meet certain Company expenses.

 

Single Entity Structure

 

We intend to operate the league as a single entity owned, stand alone, dominant independent sports league. The single entity structure will be based on the design of Major League Soccer (MLS), where a single entity sports league owns and operates all of its teams.

 

 
3

 

 

  

This corporate structure provides several compelling benefits, including:

 

 

·

Centralized contracting for players’ services for controlled player payrolls without violating antitrust laws

 

·

Greater parity among teams

 

·

Focus on the bottom line

 

·

Controlled costs

 

·

Centralized management and oversight

 

Management believes that this structure will also promote efficiency by depoliticizing decisions on league policies and allowing decisions to be made with consistency and in a timely fashion. Economies of scale will be achieved through centralizing contract negotiations and handling business affairs in the league office to ensure that individual teams are unified in their decision-making. Further, under this structure, we expect teams will operate in the best interest of the league.

 

Major League Football recognizes the NFL is the dominant professional sports league in the United States. Although it clearly respects the success of the NFL business model, its defined objective is to position itself as an independent, non-adversarial football league. Major League Football believes that its own business model encompasses innovations that may be viewed positively by NFL officials, resulting in a potentially strong working relationship between the two leagues.

 

Major League Football will endeavor to maximize ticket vendor technology and enhance its services to patrons with innovative ticketing procedures that include:

 

 

·

Average ticket prices targeted at approximately one fourth the prices of NFL, NBA, NHL & MLB tickets

 

·

Year-round cash flow derived from multiple revenue streams utilizing new technologies that didn’t exist as recently as a few years ago

 

·

A highly developed marketing strategy that uses both traditional and new media to attract existing football fans as well as an entirely untapped market of potential new fans

 

·

A more interactive, informative website in professional sports using cutting edge technologies that help preserve fan loyalty

 

·

Proven executive staff members with considerable experience in professional football, including the NFL

 

·

Player and coaching costs projected at 65-80% less than those of the NFL, NBA, NHL or MLB and other leagues

  

Financial Condition

 

As reflected in the accompanying unaudited financial statements, the Company had no revenues, a net loss of $990,021 and net cash used in operating activities of $390,296 for the nine months ended January 31, 2020. Additionally, at January 31, 2020, the Company has a working capital deficit of $4,361,800, an accumulated deficit of $28,287,266 and a stockholders’ deficit of $4,142,577, which could have a material impact on the Company’s financial condition and operations.

 

 
4

 

 

 

Results of Operations

 

Three months ending January 31, 2020, compared to the three months ended January 31, 2019

 

For the three months ended January 31, 2020 and 2019, we had no revenue, respectively. The Company is working through its business plan to establish, develop and operate MLFB as a professional spring football league.

 

Total operating expenses for the three months ended January 31, 2020 were $176,593 as compared to total operating expenses for the three months ended January 31, 2019 of $95,662 or an increase of $80,931. The increase in expense from 2019 to 2020 was from a $30,501 increase in professional fees and a $50,430 increase in general and administrative expenses. The increase in professional fees was primarily from a $60,000 increase in investor relation fees and a $23,500 increase in consulting fees, offset by a $22,500 decrease in marketing, a $21,915 decrease in audit fees and a $10,000 decrease in legal fees. The increase in investor relation fees of $60,000 is related to a claim made by a consultant for services that the company disputes in 2020 with no comparable amount in 2019. The decrease in marketing was for services performed in 2019 with no comparable amount in 2020. The decrease in audit fees was from an audit charge in 2019 for past due filings with no comparable amount in 2020. The increase in general and administrative expenses from 2019 to 2020 was primarily from a $34,733 increase in rent expense and a $9,351 increase in travel expense. The increase in rent expense was primarily from $26,000 of warehouse rental in Texas for football equipment purchased in 2020 with no comparable amount in 2019 and $10,250 of rental reimbursement for a home office with the contract CEO and President in 2020 with no comparable amount in 2019.

 

Other income (expense) for the three months ended January 31, 2020 was $215,878 of income compared to $276,628 of expense for the three months ended January 31, 2019 or an increase in income of $492,506. The increase in income from 2019 to 2020 was primarily from a $659,296 gain from change in fair value in conversion option liability, offset by a $164,863 increase in interest expense. The increase in interest expense was primarily from $119,833 of convertible promissory note put premium liability in 2020 with no comparable amount in 2019 and a $29,382 increase in the amortization of debt discounts on convertible promissory notes.

 

Because of the above, we had a net income of $39,285 as compared to a net loss of $372,290 for the three months ended January 31, 2020 and 2019, respectively.

 

Nine months ending January 31, 2020, compared to the nine months ended January 31, 2019

 

For the nine months ended January 31, 2020 and 2019, we had no revenue, respectively. The Company is working through its business plan whereby it is seeking to establish, develop and operate MLFB as a professional spring football league.

 

Total operating expenses for the nine months ended January 31, 2020 were $436,376 as compared to total operating expenses for the nine months ended January 31, 2019 of $168,754 or an increase of $267,622. The increase in expense from 2019 to 2020 was from a $135,462 increase in professional fees and a $132,160 increase in general and administrative expenses. The increase in professional fees was primarily from a $123,079 increase in consulting fees and a $59,500 increase in investor relation fees, offset by a $22,500 decrease in marketing, a $16,805 decrease in audit fees and a $10,000 decrease in legal fees. The increase in consulting fees was primarily from $80,000 of contract President and CEO services and $36,900 of sports apparel services in 2020 with no comparable amount in 2019. The increase in investor relation fees of was from a $60,000 claim made by a consultant for services that the company disputes in 2020 with no comparable amount in 2019. The decrease in marketing was for services performed in 2019 with no comparable amount in 2020. The decrease in audit fees was primarily from an audit charge in 2019 for past due filings with no comparable amount in 2020.

 

The increase in general and administrative expenses from 2019 to 2020 was primarily from a $64,096 increase in rent expense, a $35,329 expense for workers compensation insurance with no comparable amount in 2019 and a $22,018 increase in travel expense. The increase in rent expense was primarily from $37,500 of warehouse rental in Texas for football equipment purchased in 2020 with no comparable amount in 2019 and $22,150 of rental reimbursement for a home office with the contract CEO and President in 2020 with no comparable amount in 2019.

 

 
5

 

 

 

Other income (expense) for the nine months ended January 31, 2020 was $553,645 of expense compared to $316,213 of expense for the nine months ended January 31, 2019 or an increase in expense of $237,432. The increase in expense from 2019 to 2020 was primarily from a $334,160 increase in interest expense and a $310,940 increase in the initial fair value of conversion option liability, offset by a $435,097 gain from the change in fair value of conversion option liability. The increase in interest expense is primarily (1) $193,971 of convertible promissory note put premium liability in 2020 with no comparable amount in 2019, (2) $91,755 for amortization of debt discounts on convertible promissory notes and (3) $28,285 of interest on debt.

 

Because of the above, we had a net loss of $990,021 as compared to a net loss of $484,967 for the nine months ended January 31, 2020 and 2019, respectively.

 

Liquidity and Capital Resources

 

From inception, our Company has relied upon the infusion of capital through equity transactions and the issuance of debt to obtain liquidity. We had $14,882 of cash at January 31, 2020. Consequently, payment of operating expenses will have to come similarly from either equity capital to be raised from investors or from borrowed funds. There is no assurance that we will be successful in raising such additional equity capital or additional borrowings or if we can, that we can do so at a cost that management believes to be appropriate.

 

Condensed Consolidated Cash Flow Activity

 

The following table summarizes selected items from our condensed unaudited Statements of Cash Flows for the nine months ended January 31, 2020 and 2019:

 

 

 

For the Nine Months Ended,

 

 

 

January 31,

2020

 

 

January 31,

2019

 

 

 

(Unaudited)

 

 

(Unaudited)

 

Net cash used in operating activities

 

$ (390,296 )

 

$ (205,167 )

Net cash used in investing activities

 

 

(57,723 )

 

 

(500 )

Net cash provided by financing activities

 

 

457,484

 

 

 

215,000

 

 

 

 

 

 

 

 

 

 

Net increase in cash

 

$ 9,465

 

 

$ 9,333

 

 

Net Cash Provided by Operating Activities

 

Net cash used in operating activities is driven primarily by our net loss, as adjusted for non-cash items and working capital changes. Operating activities used $390,296 of net cash during the nine months ended January 31, 2020, compared to $205,167 used during the nine months ended January 31, 2019. The increase in net cash used in 2020 was primarily due to a $504,454 increase in our net loss and a $435,097 increase in loss from the fair value of conversion option options liability. These were offset by $310,940 increase in the initial value of conversion option liability, a $193,971 increase in accretion of put premium liability, $91,745 of net amortization of debt discounts on convertible promissory notes and a $130,462 increase in accounts payable.

 

Net Cash Used in Investing Activities

 

Investing activities used $57,723 of net cash during the nine months ended January 31, 2020, compared to $500 used during the nine months ended January 31, 2019. The increase in net cash used in 2020 was from primarily from a $46,223 increase in the purchase of football equipment and a $11,000 increase in the purchase of office equipment.

 

Net Cash Provided by Financing Activities

 

Financing activities provided $457,484 of net cash during the nine months ended January 31, 2020, as compared to $215,000 provided during the nine months ended January 31, 2019. The increase in net cash provided in 2020 was primarily from $302,200 of proceeds from the issuance of convertible unsecured promissory notes, offset by a $19,716 decrease in proceeds from the issuance of notes payable, a $30,000 decrease in proceeds from the issuance of common stock issuable and a $10,000 decrease in proceeds from the issuance of common stock.

 

Off-Balance Sheet Arrangements

 

At January 31, 2020, we did not have any off-balance sheet arrangements that we believe have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

Critical Accounting Policies

 

Our Company’s accounting policies are more fully described in Note 1 of Notes to Financial Statements. As disclosed in Note 1 of Notes to Financial Statements, the preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Although these estimates are based on our management’s best knowledge of current events and actions our Company may undertake in the future, actual results could differ from the estimates.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this report, our Company evaluated the effectiveness and design and operation of its disclosure controls and procedures. Our Company’s disclosure controls and procedures are the controls and other procedures that we designed to ensure that our Company records, processes, summarizes, and reports in a timely manner the information that it must disclose in reports that our Company files with or submits to the Securities and Exchange Commission. Our management, including our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2020 and concluded that the disclosure controls and procedures were not effective, because certain deficiencies involving internal controls over financial reporting constituted a material weakness as discussed below.

 

 

1. Our Company does not have a full time Controller or Chief Financial Officer and utilizes a part time consultant to perform these critical responsibilities. This lack of full-time accounting staff results in a lack of segregation of duties and accounting technical expertise necessary for an effective system of internal control. Additionally, the Company determined that certain transactions may have been allowed without proper authority and approval. The Company has analyzed these transactions and believes that the internal controls required to safeguard company assets from unauthorized transactions were not present.

  

 
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2. Additionally, management determined during its internal control assessment the following weakness(s), while not considered material, are items that should be considered by the Board of Directors for resolution immediately: (i) our Company IT process should be strengthened as there is no disaster recovery plan, no server, and the Company accounting records are maintained through a consultant. The Company should consider the purchase and implementation of a server and proper back-ups off site to ensure that accounting information is safeguarded; and (ii) our Company should implement a policies and procedures manual.

 

To mitigate the above weaknesses(s), to the fullest extent possible, our Company has engaged a financial consultant with significant accounting and reporting experience to assist in becoming and remaining current with its reporting responsibilities. Additionally, as soon as our finances allow, we will hire sufficient accounting staff and implement appropriate procedures to mitigate the weaknesses discussed above. Additionally, the Company plans on hiring a fulltime Controller or Chief Financial Officer when funds are sufficient.

 

Changes in Internal Control Over Financial Reporting.

 

No change in our Company’s internal control over financial reporting occurred during our fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Significant Events

 

Effective February 18, 2020, the Company and a Lender of a $70,000 promissory note, executed a Forbearance Agreement related to the Company not purchasing certain football equipment by the deadline of January 31, 2020. The non-payment of the football equipment constituted an Event of Default under the promissory note. The Forbearance Agreement extended the purchase date for the football equipment to March 25, 2020 (“Forbearance Termination Date”). On or before the Forbearance Termination Date, the Company shall purchase from the Lender the football equipment for (i) a purchase price equal to $435,000.00, if purchased prior to February 29, 2020, or (ii) a purchase price equal to $470,000.00, if purchased between March 1, 2020 and the Forbearance Termination Date.

 

Effective February 18, 2020, the sole officer of the Company executed a corporate resolution authorizing the sole officer to be authorized as the President and Chief Executive Officer of the Company. This action was taken in relation to the Company’s intent to appoint a Board of Directors and the sole officer was performing all of the actions as the President and Chief Executive Officer of the Company.

  

Effective February 20, 2020, the Company announced the appointment of three additional Directors to serve until the annual shareholders meeting. All three directors will serve for no compensation. The three appointed Directors are:

 

 

·

William G. Lyons, Chief Strategist, William Lyons Associates, Inc. and Founder and Principal at BDB Entertainment Group.

 

·

John JJ Coyne, Executive Vice President of the Company

 

·

Britt Jennings, Manager, Bedrock Loans, LLC

 

 
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PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

The information required herein is incorporated by reference from Note 7 – Commitments and Contingencies in the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

Our Company sold the following securities without registering the securities under the Securities Act:

 

On November 4, 2019, the Company issued 1,086,957 shares of common stock from the conversion of $5,000 principal on an original $550,000 face value convertible secured promissory note.

 

On November 15, 2019, the Company issued 1,000,000 shares of common stock from the conversion of $1,100 of accrued interest and $750 of conversion on an original $150,000 face value convertible unsecured promissory note.

 

On November 18, 2019, the Company issued 1,020,408 shares of common stock from the conversion of $5,000 principal on an original $550,000 face value convertible secured promissory note.

 

On November 18, 2019, the Company issued 1,347,382 shares of common stock from the conversion of $7,000 principal and $357 of accrued interest from an original $100,000 face value convertible unsecured promissory note.

 

On December 3, 2019, the Company issued 1,449,275 shares of common stock from the conversion of $10,000 principal on an original $550,000 face value convertible secured promissory note.

 

On January 2, 2020, the Company issued 1,996,784 shares of common stock from the conversion of $8,000 principal and $506 of accrued interest from an original $100,000 face value convertible unsecured promissory note.

 

On January 22, 2020, the Company issued 2,298,423 shares of common stock from the conversion of $10,000 principal and $688 of accrued interest from an original $100,000 face value convertible unsecured promissory note.

 

On January 28, 2020, the Company issued 5,600,000 shares of common stock from the conversion of $11,178 of accrued interest and $750 of conversion on an original $150,000 face value convertible unsecured promissory note.

 

No underwriters were utilized, and no commissions or fees were paid with respect to any of the above transactions. These persons were the only offerees in connection with these transactions. We relied on Section 4(a)(2), 4(a)(5) and Regulation D of the Securities Act since the transactions do not involve any public offering.

 

 
8

 

 

  

Item 6. Exhibits.

 

The following exhibits are included herein:

 

10.1

Forbearance Agreement dated February 18, 2020

 

10.2

Promissory Note dated March 5, 2020

 

10.3

Lease agreement dated March 6, 2020

 

31

Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Executive Officer and Principal Financial Officer of the Company.

 

32

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Executive Officer and Financial Officer of the Company.

 

99.1

Appointment of three additional Directors to serve until the annual shareholders meeting (incorporated herein by reference to Exhibit 10.1 with Current Form 8-K filed on February 21, 2020).

 

 

99.2

Corporate action by the sole shareholder (incorporated herein by reference to Current Form 8-K filed on March 12, 2020).

 

 
9

 

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Major League Football, Inc.

 

March 13, 2020

By:

/s/ Francis J. Murtha

 

Francis J. Murtha

Principal Executive Officer

and Principal Financial Officer

 

 
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