S-1 1 mlfb_s1.htm FORM S-1 mlfb_s1.htm

As filed with the Securities and Exchange Commission on April 5, 2023

 

Registration No. 333________

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-1

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Major League Football, Inc.

(Exact name of registrant as specified in its charter)

   

Delaware

 

7900

 

20-1568059

(State or other jurisdiction of

incorporation or organization)

 

 

(Primary Standard Industrial

Classification Code Number)

 

 

(I.R.S. Employer

Identification No.)

  

15515 Lemon Fish Drive

Lakewood Ranch, Florida 34202

(847) 924-4332

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Frank Murtha

Chief Executive Officer

Major League Football, Inc.

15515 Lemon Fish Drive

Lakewood Ranch, Florida 34202

(847) 924-4332

(Name, address and telephone number of agent for service)

  

With copies to:

 

Eric Newlan, Esq.

Newlan Law Firm, PLLC

2201 Long Prairie Road, Suite 107-762

Flower Mound, Texas 75022

Phone: (940) 367-6154

 

Approximate date of proposed sale to the public: From time to time after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act of 1933. ☐

 

 

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a) may determine.

 

 

 

 

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until this registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

Registration No. 333________

 

PRELIMINARY PROSPECTUS

 

SUBJECT TO COMPLETION, DATED APRIL __, 2023

 

Major League Football, Inc.

471,976,985 Shares of Common Stock

   

This Prospectus relates to the offer and sale of up to 471,976,985 shares of common stock (the “Shares”) of Major League Football, Inc., a Delaware corporation, by the selling stockholders listed on page 13 of this Prospectus (the “Selling Stockholders”). See “Selling Stockholders.”

 

The resale of the 471,976,985 Shares by the Selling Stockholders pursuant to this Prospectus is referred to as the “Offering.”

 

The Selling Stockholders, or their respective transferees, pledgees, donees or other successors-in-interest, may sell their Shares from time to time at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Stockholders may sell any, all or none of the Shares offered by this Prospectus, and we do not know when or in what amount the Selling Stockholders may sell their Shares hereunder following the effective date of the Registration Statement of which this Prospectus forms a part (the “Registration Statement”).

 

140,726,985 of the Shares are issuable under an equity line (the “JanBella Equity Line”) established by the Common Stock Purchase Agreement (the “JanBella Agreement”) entered into on August 31, 2022, between our company and JanBella Group, LLC (“JanBella”), one of the Selling Stockholders. As of the date of this Prospectus, no Shares have been issued under the JanBella Equity Line. We may draw on the JanBella Equity Line from time to time, as and when we determine appropriate, in accordance with the terms and conditions of the JanBella Agreement. For a more complete discussion of the terms and conditions of the JanBella Equity Line, see “Prospectus Summary—Equity Lines” and “Plan of Distribution—Equity Lines.”

 

300,000,000 of the Shares are issuable under an equity line (the “Alumni Equity Line”) established by the Common Stock Purchase Agreement (the “Alumni Agreement”) entered into on September 1, 2022, between our company and Alumni Capital LP (“Alumni”), one of the Selling Stockholders. We may draw on the Alumni Equity Line from time to time, as and when we determine appropriate, in accordance with the terms and conditions of the Alumni Agreement. For a more complete discussion of the terms and conditions of the Alumni Equity Line, see “Prospectus Summary—Equity Lines” and “Plan of Distribution—Equity Lines.”

 

31,250,000 of the Shares are owned by Alumni and were issued to Alumni as a commitment fee under the Alumni Agreement. These shares will be offered by Alumni at a price of $0.001 per share until our common stock is listed on a national securities exchange or quoted on the OTCQX or OTCQB, and, thereafter, at prevailing market prices or privately negotiated prices.

 

We are not selling any securities under this Prospectus and will not receive any of the proceeds from the sale of the Shares by the Selling Stockholders.

 

The Selling Stockholders are “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. The Selling Stockholders may sell the Shares described in this Prospectus in a number of different ways and at varying prices. See “Plan of Distribution” for more information about how the Selling Stockholders may sell the Shares being offered pursuant to this Prospectus.

 

We will pay the expenses incurred in registering the Shares, including legal and accounting fees. See “Plan of Distribution.”

 

Our common stock is currently quoted on the OTC Market Group, Inc.’s OTC PINK tier under the symbol “MLFB.” On April 4, 2023, the last reported sale price of our Common Stock was $0.0011.

  

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 6 of this Prospectus.

 

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this Prospectus is ________, 2023

 

 

 

 

TABLE OF CONTENTS

                                                                          

 

 

 

Page

 

Prospectus Summary

 

 

3

 

Special Note About Forward-looking Statements

 

 

5

 

Risk Factors

 

 

6

 

Use of Proceeds

 

 

12

 

Determination of Offering Price

 

 

13

 

Market for Common Equity and Related Stockholder Matters

 

 

13

 

Selling Stockholders

 

 

13

 

Plan of Distribution

 

 

15

 

Legal Proceedings

 

 

16

 

Business

 

 

17

 

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

 

 

20

 

Directors, Executive Officers, Promoters and Control Persons

 

 

26

 

Executive Compensation

 

 

28

 

Security Ownership of Certain Beneficial Owners and Management

 

 

30

 

Certain Relationships and Related Transactions

 

 

31

 

Description of Securities

 

 

32

 

Shares Eligible for Future Sale

 

 

35

 

Legal Matters

 

 

35

 

Experts

 

 

35

 

Disclosure of Commission’s Position on Indemnification for Securities Act Liabilities

 

 

35

 

Where You Can Find Additional Information

 

 

36

 

Index to Financial Statements

 

 

F-1

 

 

You should rely only on the information contained in this Prospectus. We have not authorized anyone to provide you with information that is different from that contained in this Prospectus. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. The information in this Prospectus is complete and accurate only as of the date on the front cover regardless of the time of delivery of this Prospectus or of any sale of our securities.

________________________________________________

 

2

Table of Contents

 

PROSPECTUS SUMMARY

 

This summary highlights material information concerning our business and this offering. This summary does not contain all of the information that you should consider before making your investment decision. You should carefully read the entire prospectus and the information incorporated by reference into this prospectus, including the information presented under the section entitled “Risk Factors” and the financial data and related notes, before making an investment decision. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from future results contemplated in the forward-looking statements as a result of factors such as those set forth in “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

 

In this Prospectus, unless the context indicates otherwise, the terms “Major League Football,” “MLFB,” “Company,” “we,” “us,” “our,” and “ours” refer and relate to Major League Football, Inc., a Delaware corporation.

 

Our Company

 

Our company was incorporated on August 16, 2004, in the State of Delaware as Universal Capital Management, Inc. On July 14, 2014, our company entered into and closed a definitive Asset Purchase Agreement with Major League Football, LLC, a company formed in 2009, to establish, develop and operate a professional spring/summer football league to be known as “Major League Football” (“MLFB”). Pursuant to the terms of the Asset Purchase Agreement, we issued Major League Football, LLC 8,000,000 shares of our common stock in exchange for assets of Major League Football, LLC, primarily comprised of business plans and related proprietary documents, trademarks and other related intellectual property related to the development of the league. Also, our Board of Directors was expanded, a new management team was appointed, and several league consultants were retained by us.

 

Effective November 24, 2014, we changed our corporate name to Major League Football, Inc.

 

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Risk Factors

 

There are numerous risks and uncertainties associated with an investment in our Common Stock, including those presented under “Risk Factors” herein. These risks and uncertainties include, but are not limited to, the following:

 

 

·

our history of losses;

 

·

we have not yet commenced football operations;

 

·

we face significant competition within the professional sports league market, the NFL, Canadian Football League and NCAA football teams.

 

·

we are highly dependent upon our current management team;

 

·

we may seek capital that would result in shareholder dilution or that would result in our issuing securities having rights senior to those of our Common Stock; and

 

·

our Common Stock is a “penny stock,” which may impair trading liquidity.

 

In addition, the report of our independent registered public accounting firm for the years ended April 30, 2022 and 2021, contains a statement with respect to substantial doubt as to our ability to continue as a going concern as a result of our accumulated deficit, net losses, and negative cash flows from operations.

 

Equity Lines

 

JanBella Group, LLC. On August 31, 2022, we entered into a Common Stock Purchase Agreement (the JanBella Agreement), with JanBella Group, LLC (JanBella), pursuant to which, and upon the terms and subject to the conditions thereof, JanBella is committed to purchase, on an unconditional basis, up to $2,500,000 of our common stock (the “JanBella Purchase Shares”) over the course of its term. The term of the JanBella Agreement will end on the earlier of (a) the date on which JanBella has purchased all of the Shares pursuant to the JanBella Agreement, (b) June 30, 2023, (c) written notice of termination by us, (d) the date the Registration Statement is no longer effective, or (e) the date that, pursuant to or within the meaning of any Bankruptcy Law, we commence a voluntary case or any person commences a proceeding against us, a custodian is appointed for us or for all or substantially all of our property or we make a general assignment for the benefit of creditors.

 

From time to time over the term of the JanBella Agreement, commencing on the date the Registration Statement registering the Shares becomes effective, we may, in our sole discretion, provide JanBella with a purchase notice (each a “JanBella Purchase Notice”) to purchase a specified number of JanBella Purchase Shares (each a “JanBella Purchase Amount Requested”) subject to the limitations discussed below and contained in the JanBella Agreement. Upon delivery of a JanBella Purchase Notice, we must deliver the JanBella Purchase Amount Requested as Deposit Withdrawal at Custodian (DWAC) shares to JanBella within one trading day.

  

The actual amount of proceeds we receive pursuant to each JanBella Purchase Notice (each, the “JanBella Purchase Amount”) is determined by multiplying the JanBella Purchase Amount Requested by the applicable purchase price. The JanBella Purchase Price for each of the JanBella Put Shares equals 75% of the lowest traded price of our common stock during the JanBella Valuation Period. The JanBella Valuation Period is the ten (10) consecutive business days immediately preceding, but not including, the date an JanBella Purchase Notice is delivered, subject to a floor of $0.001, per share (subject to adjustments for stock splits, dividends, and similar occurrences), below which we shall not deliver an JanBella Purchase Notice. JanBella will deliver the JanBella Purchase Amount to us on the JanBella Settlement Date. The JanBella Settlement Date is the date on which the JanBella Purchase Shares are confirmed as being received by JanBella’s broker, against the payment of the JanBella Purchase Price by JanBella, which date will be five (5) business days following the JanBella Valuation Period.

  

The JanBella Purchase Amount requested pursuant to any JanBella Purchase Notice must have an aggregate value of at least $25,000 and cannot exceed the greater of (1) $250,000 or (2) 110% of the average daily volume traded for our common stock during the relevant JanBella Valuation Period (subject to adjustments for stock splits, dividends, and similar occurrences).

 

In order to deliver a JanBella Purchase Notice, certain conditions set forth in the JanBella Agreement must be met. In addition, we are prohibited from delivering a JanBella Purchase Notice if the sale of JanBella Purchase Shares pursuant to such JanBella Purchase Notice would cause us to issue and sell to JanBella, or JanBella to acquire or purchase, a number of shares of our common stock that would result in JanBella beneficially owning more than 9.99% of the issued and outstanding shares of our common stock.

 

By the terms of the JanBella Agreement, we agreed to file a registration statement to register the resale of the JanBella Purchase Shares. We agreed to (A) file the Registration Statement, (B) use reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended, as promptly as possible after the filing thereof, and (C) use our reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until all of the Shares have been sold thereunder or pursuant to Rule 144.

 

Alumni Capital LP. On September 1, 2022, we entered into a Common Stock Purchase Agreement (the Alumni Agreement), with Alumni Capital LP (Alumni), pursuant to which, and upon the terms and subject to the conditions thereof, Alumni is committed to purchase, on an unconditional basis, up to $2,500,000 of our common stock (the “Alumni Purchase Shares”) over the course of its term. The term of the Alumni Agreement will end on the earlier of (a) the date on which Alumni has purchased all of the Shares pursuant to the Alumni Agreement, (b) June 30, 2023, (c) written notice of termination by us, (d) the date the Registration Statement is no longer effective, or (e) the date that, pursuant to or within the meaning of any Bankruptcy Law, we commence a voluntary case or any person commences a proceeding against us, a custodian is appointed for us or for all or substantially all of our property or we make a general assignment for the benefit of creditors.

 

From time to time over the term of the Alumni Agreement, commencing on the date the Registration Statement registering the Shares becomes effective, we may, in our sole discretion, provide Alumni with a purchase notice (each an “Alumni Purchase Notice”) to purchase a specified number of Alumni Purchase Shares (each an “Alumni Purchase Amount Requested”) subject to the limitations discussed below and contained in the Alumni Agreement. Upon delivery of a Alumni Purchase Notice, we must deliver the Alumni Purchase Amount Requested as Deposit Withdrawal at Custodian (DWAC) shares to Alumni within one trading day.

 

The actual amount of proceeds we receive pursuant to each Alumni Purchase Notice (each, the “Alumni Purchase Amount”) is determined by multiplying the Alumni Purchase Amount Requested by the applicable purchase price. The Alumni Purchase Price for each of the Alumni Put Shares equals 75% of the lowest traded price of our common stock during the Alumni Valuation Period. The Alumni Valuation Period is the ten (10) consecutive business days immediately preceding, but not including, the date an Alumni Purchase Notice is delivered, subject to a floor of $0.001, per share (subject to adjustments for stock splits, dividends, and similar occurrences), below which we shall not deliver an Alumni Purchase Notice. Alumni will deliver the Alumni Purchase Amount to us on the Alumni Settlement Date. The Alumni Settlement Date is the date on which the Alumni Purchase Shares are confirmed as being received by Alumni’s broker, against the payment of the Alumni Purchase Price by Alumni, which date will be five (5) business days following the Alumni Valuation Period.

 

The Alumni Purchase Amount requested pursuant to any Alumni Purchase Notice must have an aggregate value of at least $25,000 and cannot exceed the greater of (1) $250,000 or (2) 110% of the average daily volume traded for our common stock during the relevant Alumni Valuation Period (subject to adjustments for stock splits, dividends, and similar occurrences).

 

In order to deliver an Alunmi Purchase Notice, certain conditions set forth in the Alumni Agreement must be met. In addition, we are prohibited from delivering an Alumni Purchase Notice if the sale of Alumni Purchase Shares pursuant to such Alunmi Purchase Notice would cause us to issue and sell to Alumni, or Alumni to acquire or purchase, a number of shares of our common stock that would result in Alumni beneficially owning more than 9.99% of the issued and outstanding shares of our common stock.

 

By the terms of the Alumni Agreement, we agreed to file a registration statement to register the resale of the Alumni Purchase Shares. We agreed to (A) file the Registration Statement, (B) use reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended, as promptly as possible after the filing thereof, and (C) use our reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until all of the Shares have been sold thereunder or pursuant to Rule 144.

 

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Use of Proceeds

 

We intend to use the proceeds, if any, from the JanBella Equity Line and the Alumni Equity Line for marketing and advertising, repayment of indebtedness, equipment purchases, stadium deposits, payroll, general corporate purposes and working capital requirements. (See “Use of Proceeds”).

 

In the future, we intend to raise additional capital through equity and debt financings as needed, though there cannot be any assurance that such funds will be available to us on acceptable terms, on an acceptable schedule, or at all.

 

Corporate Information

 

Our principal executive offices are located at 15515 Lemon Fish Drive, Lakewood Ranch, Florida 34202; our telephone number is (847) 924-4332; our corporate website is located at www.mlfb.com. No information found on, or connected to, our company’s website is incorporated by reference into, any you must not consider the information to a part of, this Prospectus.

 

The Offering

  

Securities Offered by the Selling Shareholders

 

471,976,985 shares of common stock (the Shares), 140,726,985 of which are issuable pursuant to the JanBella Agreement, 300,000,000 of which are issuable pursuant to the Alumni Agreement and 31,250,000 of which are owned by Alumni. The 31,250,000 shares owned by Alumni will be offered by Alumni at a price of $0.001 per share until our common stock is listed on a national securities exchange or quoted on the OTCQX or OTCQB, and, thereafter, at prevailing market prices or privately negotiated prices. (See “Selling Stockholders”).

Common Stock Outstanding Before Offering

 

1,534,808,059 shares of common stock.

Common Stock Outstanding After Offering

 

1,975,535,044 shares of common stock, assuming all 140,726,985 Shares are sold to JanBella under the JanBella Equity Line and all 300,000,000 Shares are sold to Alumni under the Alumni Equity Line.

Use of Proceeds

 

We will not receive any of the proceeds from the sale of the Common Stock registered hereunder. We will, however, receive proceeds from our sales of Common Stock to JanBella and Alumni under their respective Equity Lines. We intend to use such proceeds, if any, for marketing and advertising, repayment of indebtedness, equipment purchases, stadium deposits, payroll, general corporate purposes and working capital requirements.

Risk Factors

 

An investment in our Common Stock involves a high degree of risk and could result in a loss of your entire investment. Further, the issuance to, or sale by, the Selling Stockholders of a significant amount of shares being registered in the Registration Statement of which this Prospectus forms a part at any given time could cause the market price of our Common Stock to decline and to be highly volatile and we do not have the right to control the timing and amount of any sales by the Selling Stockholder of such shares. Prior to making an investment decision, you should carefully consider all of the information in this Prospectus and, in particular, you should evaluate the risk factors set forth under the caption “Risk Factors” beginning on page 6.

Trading Symbol

 

MLFB

 

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

 

We have made some statements in this Prospectus, including some under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere, which constitute forward-looking statements. These statements may discuss our future expectations or contain projections of our results of operations or financial condition or expected benefits to us resulting from acquisitions or transactions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statements. These factors include, among other things, those listed under “Risk Factors” and elsewhere in this Prospectus. In some cases, forward-looking statements can be identified by terminology such as “may,” “should,” “could,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

 

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RISK FACTORS

 

An investment in our securities involves a high degree of risk. Before you invest in our securities, you should give careful consideration to the following risk factors, in addition to the other information included in this prospectus, including our financial statements and related notes, before deciding whether to invest in our securities. The occurrence of any of the adverse developments described in the following risk factors could materially and adversely harm our business, financial condition, results of operations or prospects. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

 

Risks Related to Our Business

 

The report of our independent auditors on our financial statements for the year ended April 30, 2022, indicates uncertainty concerning our ability to continue as a going concern and this may impair our ability to raise capital to fund our business. The report of our independent auditors indicates uncertainty concerning our ability to continue as a going concern and this may impair our ability to raise capital to fund our business. In its opinion on our financial statements for the year ended April 30, 2022, our independent auditors raised substantial doubt about our ability to continue as a going concern. We cannot assure you that this will not impair our ability to raise capital on attractive terms. Additionally, we cannot assure you that we will ever achieve significant revenues and therefore remain a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

The obtainment of additional financing, the successful development of our contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for us to continue operations. These conditions and the ability to successfully resolve these factors over the next twelve months raise substantial doubt about our ability to continue as a going concern.

 

We have incurred significant losses in prior periods, and losses in the future could cause the quoted price of our common stock to decline or have a material adverse effect on our financial condition, our ability to pay our debts as they become due, and on our cash flows. To date, we have generated only minimal revenues from our operations, and we have incurred significant losses in prior periods. For the nine months ended January 31, 2023, we incurred a net loss available to common stockholders of $8,436,042 and, as of such date, we had an accumulated deficit of $39,098,523. For the years ended April 30, 2022 and 2021, we incurred a net loss of $1,669,699 and $185,381, respectively, and, as of such dates, we had an accumulated deficit of $30,662,481 and $28,992,782, respectively.

 

Additionally, we had net cash used in operating activities of $2,039,660 for the nine months ended January 31, 2023. Any losses in the future could cause the quoted price of our common stock to decline or have a material adverse effect on our financial condition, our ability to pay our debts as they become due, and on our cash flows.

 

At January 31, 2023, and as of the date of this Prospectus, we do not have sufficient cash resources or current assets to pay our obligations. This circumstance represents a significant risk to our business and shareholders and results in: (1) making it more difficult for us to satisfy our obligations; (2) impeding us from obtaining additional financing in the future for working capital, capital expenditures and general corporate purposes; and (3) making us more vulnerable to a downturn in our business and limits our flexibility to plan for, or react to, changes in our business.

  

The time required for us to become profitable under our MLFB business structure is highly uncertain, and we cannot assure you that we will achieve or sustain profitability or generate sufficient cash flow from operations to meet our planned capital expenditures, working capital and debt service requirements. If required, our ability to obtain additional financing from other sources also depends on many factors beyond our control, including the state of the capital markets and the prospects for our business. The necessary additional financing may not be available to us or may be available only on terms that would result in further dilution to the current owners of our common stock.

  

We intend to seek interim short-term financing to continue our current level of operations, as we seek additional capital with which to conduct our inaugural season in 2023. There is, of course, no assurance that we will be able to obtain such level of funding. Our working capital needs will be met largely from the sale of debt and public equity securities, including in this offering, until such time that funds provided by operations, if ever, are sufficient to fund working capital requirements. The accompanying financial statements do not include any adjustments relating to the recoverability or classification of recorded assets and liabilities that might result should our company be unable to continue as a going concern.

  

We were forced recently to cancel our scheduled inaugural season, due to a lack of operating capital. In July 2022, we opened our first training camp in preparation for our scheduled inaugural season. However, during training camp, we were forced to suspend all football operations, due to a lack of operating capital with which to pay certain operating expenses associated with the training camp. Subsequently, we cancelled the planned 2022 season and are now focused on obtaining sufficient capital with which to conduct our inaugural season in 2023. There is no assurance that we will be able to obtain sufficient capital. Without such capital, we will not be able to derive revenues or earn a profit from our operations.

 

We will require additional capital to fund our operations and if we do not obtain additional capital, we may be required to substantially limit our operations and/or to delay launching MLFB. Our business does not presently generate the cash needed to finance our current and anticipated operations and we need to obtain additional financing to finance our operations, until such time that we are able to conduct profitable revenue-generating activities.

 

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Anticipated, but as yet unproven, revenue from sponsorships, television, licensing, special events and market reservations are expected to provide sufficient working capital for on-going operations. Our capital requirement in connection with our growth plans requires substantial working capital to fund our business.

 

We require short-term financing, as well as financing over the next 12 months, to satisfy our anticipated capital needs. However, the impact of the COVID-19 pandemic has had, and may continue to have, material and adverse effects on our ability to successfully obtain the required capital.

 

Our management has been engaged with several high net-worth individuals and funds who have expressed an interest in being part of MFLB as investors. However, to date, the funds available to us have not been adequate to permit us to launch our MFLB league game operations.

 

Through the date of this Prospectus, smaller investments have been obtained to meet certain ongoing expenses. We cannot assure you that adequate financing will be available on acceptable terms, if at all. Our failure to raise additional financing, including through this offering, in a timely manner would adversely affect our ability to pursue our business plan and could cause us to delay launching our league and our proposed business plan.

 

Our quarter-to-quarter performance may vary substantially, and this variance, as well as general market conditions, may cause our stock price to fluctuate greatly and even potentially expose us to litigation. We have been unable to generate revenues under our MLFB business plan and we cannot accurately estimate future revenue and operating expenses based on historical performance. Our quarterly operating results may vary significantly based on many factors, including:

 

·

Fluctuating demand for our potential products;

·

Announcements or implementation by our competitors of new products;

·

Amount and timing of our costs related to our marketing efforts or other initiatives;

·

Timing and amounts relating to the expansion of our operations;

·

Our ability to enter into, renegotiate or renew key agreements;

·

Timing and amounts relating to the expansion of our operations; or

·

Economic conditions specific to our industry, as well as general economic conditions.

 

Our current and future expense estimates are based, in large part, on estimates of future revenue, which is difficult to predict. We expect to make significant operating and capital expenditures in connection with the development of our plan of business. We may be unable to, or may elect not to, adjust spending quickly enough to offset any unexpected revenue shortfall. If our increased expenses were not accompanied by increased revenue in the same quarter, our quarterly operating results would be harmed.

 

If we fail to effectively manage our growth, and effectively develop MLFB, our business will be harmed. Failure to manage growth of operations could harm our business. To date, a significant amount of activities and resources have been directed at developing our business plan and potential related products. The building of MLFB requires effective planning and management. In order to effectively manage growth, we must:

 

 

·

Continue to develop an effective planning and management process to implement our business strategy

 

·

Hire, train and integrate new personnel in all areas of our business, and

 

·

Increase capital investments

 

We cannot assure you that we will be able to accomplish these tasks or effectively manage our growth.

 

We are dependent upon our key executives for future success. Our future success to a significant extent depends on the continued services of Frank Murtha, our Contract President and Chief Executive Officer and John JJ Coyne, our Contract Executive Vice President. Additionally, we have been relying on the volunteer efforts of several professionals who strongly believe in the business plan and wish for it to succeed. The departure of Frank Murtha, John JJ Coyne, or the loss of any of its professional volunteers could materially adversely affect our ability to implement our business strategy. Currently, we do not maintain for our benefit, any key-man life insurance on our key executives. Upon sufficient funding, we have had discussions with several highly qualified and experienced football individuals to join our company. Additionally, we have been contacted by several highly qualified individuals formerly employed by either the NFL, AAF or the XFL, seeking a position with MLFB.

 

If we are unable to recruit and retain key personnel, our business may be harmed. If we are unable to attract and retain key personnel, our business may be harmed. Our failure to enable the effective transfer of knowledge and facilitate smooth transitions with regard to our key employees could adversely affect our long-term strategic planning and execution.

 

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Our business plan is not based on independent market studies. We have not commissioned any independent market studies concerning our plans for the MLFB business. Rather, our plans for implementing our business strategy and achieving profitability are based on the experience, judgment and assumptions of our management. If these assumptions prove to be incorrect, we may not be successful in our business operations.

 

Our plan to develop relationships with strategic partners may not be successful. Part of our business strategy is to maintain and develop strategic relationships with various third parties, such as broadcast networks and sports arenas. For these efforts to be successful, we must enter into agreements with these third parties on terms that are attractive to us and coordinate their resources and capabilities with our own. We may be unsuccessful in entering into agreements with acceptable partners or negotiating favorable terms. Also, we may be unsuccessful in integrating the resources or capabilities of these partners. If we are unsuccessful in these efforts, our ability to develop and market our league could be severely limited.

 

Our Board of Directors may change our policies without shareholder approval. Our policies, including any policies with respect to investments, leverage, financing, growth, debt and capitalization, will be determined by our Board of Directors or officers to whom our Board of Directors delegate such authority. Our Board of Directors will also establish the amount of any dividends or other distributions that we may pay to our shareholders. Our Board of Directors or officers to which such decisions are delegated will have the ability to amend or revise these and our other policies at any time without shareholder vote. Accordingly, our shareholders will not be entitled to approve changes in our policies, which policy changes may have a material adverse effect on our financial condition and results of operations.

 

We are subject to the risks frequently experienced by smaller reporting companies. The likelihood of our success must be considered in light of the risks frequently encountered by smaller reporting companies. These risks include our potential inability to:

 

 

·

Establish MLFB as a viable sports league

 

·

Establish product sales, marketing capabilities and establish and maintain markets for our league

 

·

Identify, attract, retain, and motivate qualified personnel

 

·

Maintain our reputation and build trust with fans

 

·

Attract sufficient capital resources to develop its business.

 

Our company has a limited operating history under its Major League Football business structure. Our company’s principal business operations are comprised of our planned Major League Football operations. We are subject to risks and difficulties frequently encountered by early-stage companies, such as our company. Unanticipated problems, expenses and delays are frequently encountered in establishing a new business, along with developing new products and services. We may not be successful in addressing some or all of those risks, in which case there could be a material negative effect on our business and the value of our common stock that could also cause our company to reduce, curtail or cease operations. Our company may never become profitable if revenue is lower and operating expenses are higher than anticipated.

 

Our limited operating history makes it difficult for you to evaluate our prospects and future performance. Our business operations have only a limited history upon which an evaluation of our prospects and future performance can be made. Our company’s operations are subject to all business risks associated with development stage enterprises. The likelihood of our company’s success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the establishment and expansion of a business, operation in a competitive industry and the continued development of advertising, promotions and fan base. We believe it is likely that we will continue to sustain losses throughout the next twelve months. We cannot assure you that we will ever operate profitably.

 

Our limited operating history makes it difficult for us to estimate correctly our future operating expenses and anticipated revenue sources, which could lead to cash shortfalls. We have a limited operating history, and as a result our historical financial and other operating data may be of limited value in estimating future operating revenue, revenue sources and expenses. Our budgeted expense levels are based in part on our expectations concerning future revenue and future revenue sources. The amount and sources of these revenues will depend on the success of the league, its teams, our marketing efforts, our ability to secure new sponsorships, our perception by fans, the general public, and other factors that are difficult to forecast accurately.

 

We encounter substantial competition from various sources. We face significant competition within the professional sports league market. In order to attract fans and market league-related merchandise and other products and services offered by our company and the league, we must successfully compete with the 32 NFL, 8 USFL, 9 Canadian Football League, 627 NCAA, 91 NAIA, 142 JUCO’s, 27 Canadian Universities and thousands of high school and collegiate institution teams. The USFL completed its inaugural season in July 2022. The AAF has ceased operations and the XFL has begun its 2023 relaunch season, after being purchased out of bankruptcy for $15 million in August 2020. We believe that these leagues proved the concept of fan interest for Spring football. While the USFL has Fox Sports as its business partner, we believe that the lack of financial success for the AAF and the XFL was in their financial model. Finally, we must compete with other sporting and non-sporting sources of entertainment. Given the established nature of many of those competitors, there can be no guarantee that we will attract enough revenue from fans and other sources to be profitable.

 

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Because we do not have an audit committee, shareholders will have to rely on the directors, who are not independent, to perform these functions. We do not have an audit or compensation committee comprised of independent directors. These functions are performed by the board of directors as a whole. The members of the Board of Directors are not independent directors. Thus, there is a potential conflict in that the board members are also engaged in management and participate in decisions concerning management compensation and audit issues that may affect management performance.

 

Our Certificate of Incorporation and Bylaws and certain provisions of Delaware law make it more difficult for a third party to acquire us and make a takeover more difficult to complete, even if such a transaction were in the stockholders’ interest. Our Certificate of Incorporation and Bylaws and certain provisions of Delaware State law could have the effect of making it more difficult or more expensive for a third party to acquire, or from discouraging a third party from attempting to acquire, control of the Company, even when these attempts may be in the best interests of our stockholders. For example, we are governed by Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes mergers, asset sales or other transactions resulting in a financial benefit to the stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years, did own, fifteen percent (15%) or more of the corporation’s outstanding voting stock. These provisions may have the effect of delaying, deferring or preventing a change in our control.

 

Limitations of director liability and indemnification of directors, officers and employees. Our Certificate of Incorporation limit the liability of directors to the maximum extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability for any:

 

 

·

breach of their duty of loyalty to us or our stockholders;

 

·

act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

 

·

unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

 

·

transactions for which the directors derived an improper personal benefit.

 

These limitations of liability do not apply to liabilities arising under the federal or state securities laws and do not affect the availability of equitable remedies such as injunctive relief or rescission. Our corporate bylaws provide that we will indemnify our directors, officers and employees to the fullest extent permitted by law. Our bylaws also provide that we are obligated to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding. We believe that these bylaw provisions are necessary to attract and retain qualified persons as directors and officers. The limitation of liability in our Certificate of Incorporation and bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might provide a benefit to us and our stockholders. Our results of operations and financial condition may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

 

Risks Related to a Purchase of Our Common Stock

 

We may seek capital that may result in shareholder dilution or that may have rights senior to those of our common stock. From time to time, we may seek to obtain additional capital, either through equity, equity-linked or debt securities. The decision to obtain additional capital will depend on, among other factors, our business plans, operating performance and condition of the capital markets. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, which could negatively affect the market price of our common stock or cause our shareholders to experience dilution.

 

We have approximately $1,800,000 in currently convertible debt instruments, the existence and/or conversion of which could cause a reduction in the market price for our common stock. As of January 31, 2023, we had approximately $1,800,000 in currently convertible debt instruments, the conversion terms of which require share issuances at below-market prices. All such shares constitute an overhang on the market for our common stock and, if and when issued, will be issued without transfer restrictions, pursuant to certain exemptions from registration, and could reduce prevailing market prices for our common stock. Also, in the future, we may also issue securities in connection with our obtaining needed capital or an acquisition transaction. The amount of shares of our common stock issued in connection with any such transaction could constitute a material portion of our then-outstanding shares of common stock.

  

The exercise of options and warrants and other issuances of common stock or securities convertible into common stock will dilute your interest. From time to time, our company has granted options and stock awards to our employees, in accordance with our company’s 2014 Employee Stock Plan. Additionally, we have granted shares or warrants to our consultants and other service providers. If we issue options or warrants in the future that are exercised, shareholders may experience further dilution. Holders of shares of our common stock have no pre-emptive rights that entitle them to purchase their pro rata share of any offering, including this offering, of shares of any class or series. The exercise of options and warrants at prices below market of our common stock could adversely affect the price of shares of our common stock.

 

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Our failure to reserve sufficient shares of common stock could be considered an event of default. We have existing convertible promissory notes with a covenant to reserve sufficient shares of common stock with our transfer agent for the potential conversion of these securities. As of the date of this Prospectus, the calculated shares issuable under the assumed conversion of the promissory notes is greater than the amount of shares that we have reserved with respect to such convertible promissory notes. As a result, the holders of such convertible promissory notes could declare an event of default and the principal and accrued interest would become immediately due and payable. Additionally, the holders of such convertible promissory notes have additional remedies, including penalties against our company.

 

Future issuances of debt securities and equity securities could negatively affect the market price of shares of our common stock and, in the case of equity securities, may be dilutive to existing shareholders. In the future, we may issue debt or equity securities or incur other financial obligations, including stock dividends. Upon liquidation, it is possible that holders of our debt securities and other loans and preferred stock would receive a distribution of our available assets before common shareholders. We are not required to offer any such additional debt or equity securities to existing shareholders on a preemptive basis. Therefore, additional common stock issuances, directly or through convertible or exchangeable securities, warrants or options, would dilute the holdings of our existing common shareholders and such issuances, or the perception of such issuances, could reduce the market price of shares of our common stock.

 

We do not intend to pay dividends on our common stock. We intend to retain earnings, if any, to provide funds for the implementation of our business strategy. We do not intend to declare or pay any dividends in the foreseeable future. Therefore, there can be no assurance that holders of our common stock will receive cash, stock or other dividends on their shares of our common stock, until we have funds which our Board of Directors determines can be allocated to dividends.

 

Because our common stock is considered a “penny stock,” any investment in our common stock is considered to be a high-risk investment and is subject to restrictions on marketability. Our common stock is considered a “penny stock” because it is quoted on the OTC PINK and it trades for less than $5.00 per share. The OTC PINK is generally regarded as a less efficient trading market than the NASDAQ Capital or Global Markets or the New York Stock Exchange. The SEC has rules that regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00 per share (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. The broker-dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer and any salesperson in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that, prior to effecting a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock. Since our common stock is subject to the regulations applicable to penny stocks, the market liquidity for our common stock could be adversely affected because the regulations on penny stocks could limit the ability of broker-dealers to sell our common stock and thus your ability to sell our common stock in the secondary market in the future. We can provide no assurance that our common stock will be quoted or listed on any trading platform of higher quality than the OTC PINK, including the OTCQB, NASDAQ or any exchange, even if eligible, in the future.

 

It is possible that our common stock will continue to experience volatility in its trading volume and its market price. Our common stock is quoted in the over-the-counter market under the symbol “MLFB” on the OTC PINK marketplace. For over the past five years, our common stock has experienced both volume and price volatility. The market for low-priced securities is generally less liquid and more volatile than securities traded on national stock markets. Wide fluctuations in market prices are not uncommon.

 

The price of our common stock may be subject to wide fluctuations in response to factors such as the following, some of which are beyond our control:

 

 

·

quarterly variations in our operating results;

 

·

operating results that vary from the expectations of investors;

 

·

changes in expectations as to our future financial performance, including financial estimates by investors;

 

·

reaction to our periodic filings, or presentations by executives at investor and industry conferences;

 

·

changes in our capital structure;

 

·

announcements of innovations or new products by us or our competitors;

   

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·

announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;

 

·

lack of success in the expansion of our business operations;

 

·

third-party announcements of claims or proceedings against us or adverse developments in pending proceedings;

 

·

additions or departures of key personnel;

 

·

asset impairment;

 

·

temporary or permanent inability to offer products or services; and

 

·

rumors or public speculation about any of the above factors.

  

Our future results may vary significantly which may adversely affect the price of our common stock. It is possible that our quarterly revenues, if any, and operating results may vary significantly in the future and that period-to-period comparisons of our revenues and operating results are not necessarily meaningful indicators of the future. You should not rely on the results of one quarter as an indication of our future performance. It is also possible that in some future quarters, our revenues, if any, and operating results will fall below our expectations or the expectations of market analysts and investors. If we do not meet these expectations, the price of our common stock may decline significantly.

  

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 

 

·

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our company;

 

·

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of our company are being made only in accordance with authorizations of management and/or directors of our company; and

 

·

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our company’s assets that could have a material effect on the financial statements.

 

Our internal controls may be inadequate or ineffective, which could cause financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

 

Failure to achieve and maintain an effective internal control environment could cause us to face regulatory action and also cause investors to lose confidence in our reported financial information, either of which could have a material adverse effect on the Company’s business, financial condition, results of operations and future prospects.

 

However, our auditors will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act if we take advantage of the exemptions available to us through the JOBS Act.

 

The costs of being a public company could result in us being unable to continue as a going concern. As a public company, we are required to comply with numerous financial reporting and legal requirements, including those pertaining to audits and internal control. The costs of maintaining public company reporting requirements could be significant and may preclude us from seeking financing or equity investment on terms acceptable to us and our shareholders. We estimate these costs to be approximately $75,000 per year and may be higher if our business volume or business activity increases significantly.

 

If our revenues are insufficient or non-existent and/or we cannot satisfy many of these costs through the issuance of equity or debt securities, we may be unable to satisfy these costs in the normal course of business. This would certainly result in our being unable to continue as a going concern.

 

Future sales of our common stock, or the perception in the public markets that these sales may occur, could reduce the market price of our common stock. Our current shareholders, including our management, hold shares of our restricted common stock, but will be able to sell their shares in the market. In general, our officers and directors and 10% shareholders, as affiliates, under Rule 144 may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. The availability for sale of substantial amounts of our common stock under Rule 144 or otherwise could reduce prevailing market prices for our common stock.

 

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As of the date of this Prospectus, there is a total of 553,216,322 shares of our common stock reserved for issuance upon the exercise of outstanding convertible instruments. All such shares constitute an overhang on the market for our common stock and, if and when issued, will be issued without transfer restrictions, pursuant to certain exemptions from registration, and could reduce prevailing market prices for our common stock. Also, in the future, we may also issue securities in connection with our obtaining needed capital or an acquisition transaction. The amount of shares of our common stock issued in connection with any such transaction could constitute a material portion of our then-outstanding shares of common stock.

 

As an issuer of penny stock, the protection provided by the federal securities laws relating to forward-looking statements does not apply to us. Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection, in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

 

Risks Relating to This Offering

 

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our common stock. The Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may have the effect of reducing the level of trading activity in our common stock. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder’s ability to resell shares of our common stock.

 

State securities laws may limit secondary trading, which may restrict the states in which you can sell the shares offered by this Prospectus. If you purchase shares of our common stock sold in this Offering, you may not be able to resell the shares in any state unless and until the shares of our common stock are qualified for secondary trading under the applicable securities laws of such state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state. There can be no assurance that we will be successful in registering or qualifying our common stock for secondary trading, or identifying an available exemption for secondary trading in our common stock in every state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, our common stock in any particular state, our common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the market for our common stock will be limited which could drive down the market price of our common stock and reduce the liquidity of the shares of our common stock and a stockholder’s ability to resell shares of our common stock at all or at current market prices, which could increase a stockholder’s risk of losing some or all of his, her or its investment.

 

USE OF PROCEEDS

  

This Prospectus relates to up to the 471,976,985 Shares that may be offered and sold from time to time by the Selling Stockholders. We will receive no proceeds from the sale of the Shares by the Selling Stockholders in this offering. The proceeds from the sales will belong to the Selling Stockholders. However, we will receive proceeds from the sale of the JanBella Purchase Shares to JanBella pursuant to the JanBella Agreement and from the sale of the Alumni Purchase Shares to Alumni pursuant to the Alumni Agreement.

  

We intend to use future proceeds, if any, for marketing and advertising, repayment of indebtedness, equipment purchases, stadium deposits, payroll, general corporate purposes and working capital requirements. There can be no assurance that we will sell any of the JanBella Purchase Shares or the Alumni Purchase Shares.

 

We cannot provide any assurance that we will be able to sell any of the Purchase Shares, such that the proceeds received would be a source of financing for us.

 

We intend to raise additional capital through equity and debt financing, as needed, though there cannot be any assurance that such funds will be available to us on acceptable terms, on an acceptable schedule, or at all.

 

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DETERMINATION OF THE OFFERING PRICE

 

The Selling Stockholders will offer the Shares at the prevailing market prices or privately negotiated prices. The offering price of the Shares does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. Our common stock may not trade at the market prices in excess of the offering prices for the Shares in any public market, will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for our common stock.

 

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

Market Information

 

Our common stock is currently quoted on the OTC PINK tier of the OTC Markets under the symbol “MLFB.” Trading in OTC PINK stocks can be volatile, sporadic and risky, as thinly traded stocks tend to move more rapidly in price than more liquid securities. Such trading may also depress the market price of our common stock and make it difficult for our stockholders to resell their common stock.

 

The following table reflects the high and low closing price for our common stock for the periods indicated. The information was obtained from the OTC Markets Group, Inc. and reflects inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

 

Year Ending April 30, 2023

 

High

 

 

Low

 

July 31, 2022

 

$

0.03

 

 

$

0.00

 

October 31, 2022

 

$

0.00

 

 

$

0.00

 

January 31, 2023

 

$

0.001304

 

 

$

0.000798

 

Year Ended April 30, 2022

 

 

 

 

 

 

 

 

 July 31, 2021

 

$

0.02

 

 

$

0.00

 

 October 31, 2021

 

$

0.01

 

 

$

0.00

 

 January 31, 2022

 

$

0.03

 

 

$

0.01

 

April 30, 2022

 

$

0.03

 

 

$

0.02

 

Year Ended April 30, 2021

 

 

 

 

 

 

 

 

 July 31, 2020

 

$

0.02

 

 

$

0.00

 

 October 31, 2020

 

$

0.01

 

 

$

0.00

 

 January 31, 2021

 

$

0.03

 

 

$

0.00

 

April 30, 2021

 

$

0.07

 

 

$

0.02

 

  

On April 4, 2023, the closing price of our Common Stock was $0.0011.  

 

Shareholders of Record

 

As of April 5, 2023, we had 1,534,808,059 outstanding shares of common stock and there were approximately 589 record holders of our common stock. The number of record holders does not include persons who hold our common stock in nominee or “street name” accounts through brokers.

   

Dividends

 

We have never declared or paid a cash dividend. At this time, we do not anticipate paying dividends in the future. We are under no legal or contractual obligation to declare or to pay dividends, and the timing and amount of any future cash dividends and distributions is at the discretion of our Board of Directors and will depend, among other things, on our future after-tax earnings, operations, capital requirements, borrowing capacity, financial condition and general business conditions. We plan to retain any earnings for use in the operation of our business and to fund future growth. You should not purchase our common stock on the expectation of future dividends.

 

SELLING STOCKHOLDERS

  

JanBella Group, LLC

 

On August 31, 2022, we entered into a Common Stock Purchase Agreement (the JanBella Agreement), with JanBella Group, LLC (JanBella), pursuant to which, and upon the terms and subject to the conditions thereof, JanBella is committed to purchase, on an unconditional basis, up to $2,500,000 of our common stock (the “JanBella Purchase Shares”) over the course of its term. The term of the JanBella Agreement will end on the earlier of (a) the date on which JanBella has purchased all of the Shares pursuant to the JanBella Agreement, (b) June 30, 2023, (c) written notice of termination by us, (d) the date the Registration Statement is no longer effective, or (e) the date that, pursuant to or within the meaning of any Bankruptcy Law, we commence a voluntary case or any person commences a proceeding against us, a custodian is appointed for us or for all or substantially all of our property or we make a general assignment for the benefit of creditors.

 

From time to time over the term of the JanBella Agreement, commencing on the date the Registration Statement registering the Shares becomes effective, we may, in our sole discretion, provide JanBella with a purchase notice (each a “JanBella Purchase Notice”) to purchase a specified number of JanBella Purchase Shares (each a “JanBella Purchase Amount Requested”) subject to the limitations discussed below and contained in the JanBella Agreement. Upon delivery of a JanBella Purchase Notice, we must deliver the JanBella Purchase Amount Requested as Deposit Withdrawal at Custodian (DWAC) shares to JanBella within one trading day.

 

The actual amount of proceeds we receive pursuant to each JanBella Purchase Notice (each, the “JanBella Purchase Amount”) is determined by multiplying the JanBella Purchase Amount Requested by the applicable purchase price. The JanBella Purchase Price for each of the JanBella Put Shares equals 75% of the lowest traded price of our common stock during the JanBella Valuation Period. The JanBella Valuation Period is the ten (10) consecutive business days immediately preceding, but not including, the date a JanBella Purchase Notice is delivered, subject to a floor of $0.001, per share (subject to adjustments for stock splits, dividends, and similar occurrences), below which we shall not deliver a JanBella Purchase Notice. JanBella will deliver the JanBella Purchase Amount to us on the JanBella Settlement Date. The JanBella Settlement Date is the date on which the JanBella Purchase Shares are confirmed as being received by JanBella’s broker, against the payment of the JanBella Purchase Price by JanBella, which date will be five (5) business days following the JanBella Valuation Period.

 

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The JanBella Purchase Amount requested pursuant to any JanBella Purchase Notice must have an aggregate value of at least $25,000 and cannot exceed the greater of (1) $250,000 or (2) 110% of the average daily volume traded for our common stock during the relevant JanBella Valuation Period (subject to adjustments for stock splits, dividends, and similar occurrences).

 

In order to deliver a JanBella Purchase Notice, certain conditions set forth in the JanBella Agreement must be met. In addition, we are prohibited from delivering a JanBella Purchase Notice if the sale of JanBella Purchase Shares pursuant to such JanBella Purchase Notice would cause us to issue and sell to JanBella, or JanBella to acquire or purchase, a number of shares of our common stock that would result in JanBella beneficially owning more than 9.99% of the issued and outstanding shares of our common stock.

 

By the terms of the JanBella Agreement, we agreed to file a registration statement to register the resale of the JanBella Purchase Shares. We agreed to (A) file the Registration Statement, (B) use reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended, as promptly as possible after the filing thereof, and (C) use our reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until all of the Shares have been sold thereunder or pursuant to Rule 144.

 

                In addition to the JanBella Agreement, we have issued restricted securities to, will be required to issue restricted securities to and have entered into agreements with, JanBella, as follows:

 

 

-

7,812,500 shares of our common stock have been issued to JanBella under the JanBella Agreement as a commitment fee.

 

 

 

 

-

23,437,500 shares of our common stock have been issued to JanBella under the JanBella Agreement as a further commitment fee upon the filing of the Registration Statement of which the Prospectus forms a part.

 

 

 

 

-

Warrant (the “JanBella Warrant”) dated August 31, 2022, has been issued to JanBella, pursuant to which JanBella has the right to purchase 83,333,333 shares of our common stock at an initial exercise price of $.003 per share. The JanBella Warrant may be exercised on a cashless basis, in certain circumstances.

 

 

 

 

-

Promissory Note (the “JanBella Note”) dated July 13, 2022, as amended September 7, 2022, in the principal amount of $100,000, with a one-time interest charge of 10%. The JanBella Note was funded on July 13, 2022, and is due January 13, 2023. We have the right to repay the JanBella Note prior to the 45th day following July 13, 2022, at a premium of 125% of the face amount. After the 45th day following July 13, 2022, we have no right of repayment. The JanBella Note is convertible into shares of our common stock at a conversion price equal to 50% of the market price of the our common stock on the date of conversion, any time after the date that is 45 days after July 13, 2022; provided, however, that JanBella may not convert the JanBella Note to the extent that such conversion would result in the investor’s beneficial ownership of our common stock being in excess of 4.99% of our then-issued and outstanding common stock. In addition, pursuant to the JanBella Note, we are required to apply 50% of all proceeds derived from any equity line of credit or similar equity purchase facility towards repayment of the JanBella Note until paid. Further, until the JanBella Note shall have been repaid, we are required to effect a reverse stock split ratio of at least 10:1, if the trading price of our common stock is below $0.001 per share for more than 10 trading days.

 

Alumni Capital LP

 

On September 1, 2022, we entered into a Common Stock Purchase Agreement (the Alumni Agreement), with Alumni Capital LP (Alumni), pursuant to which, and upon the terms and subject to the conditions thereof, Alumni is committed to purchase, on an unconditional basis, up to $2,500,000 of our common stock (the “Alumni Purchase Shares”) over the course of its term. The term of the Alumni Agreement will end on the earlier of (a) the date on which Alumni has purchased all of the Shares pursuant to the Alumni Agreement, (b) June 30, 2023, (c) written notice of termination by us, (d) the date the Registration Statement is no longer effective, or (e) the date that, pursuant to or within the meaning of any Bankruptcy Law, we commence a voluntary case or any person commences a proceeding against us, a custodian is appointed for us or for all or substantially all of our property or we make a general assignment for the benefit of creditors.

 

From time to time over the term of the Alumni Agreement, commencing on the date the Registration Statement registering the Shares becomes effective, we may, in our sole discretion, provide Alumni with a purchase notice (each an “Alumni Purchase Notice”) to purchase a specified number of Alumni Purchase Shares (each an “Alumni Purchase Amount Requested”) subject to the limitations discussed below and contained in the Alumni Agreement. Upon delivery of a Alumni Purchase Notice, we must deliver the Alumni Purchase Amount Requested as Deposit Withdrawal at Custodian (DWAC) shares to Alumni within one trading day.

 

The actual amount of proceeds we receive pursuant to each Alumni Purchase Notice (each, the “Alumni Purchase Amount”) is determined by multiplying the Alumni Purchase Amount Requested by the applicable purchase price. The Alumni Purchase Price for each of the Alumni Put Shares equals 75% of the lowest traded price of our common stock during the Alumni Valuation Period. The Alumni Valuation Period is the ten (10) consecutive business days immediately preceding, but not including, the date an Alumni Purchase Notice is delivered, subject to a floor of $0.001, per share (subject to adjustments for stock splits, dividends, and similar occurrences), below which we shall not deliver an Alumni Purchase Notice. Alumni will deliver the Alumni Purchase Amount to us on the Alumni Settlement Date. The Alumni Settlement Date is the date on which the Alumni Purchase Shares are confirmed as being received by Alumni’s broker, against the payment of the Alumni Purchase Price by Alumni, which date will be five (5) business days following the Alumni Valuation Period.

 

The Alumni Purchase Amount requested pursuant to any Alumni Purchase Notice must have an aggregate value of at least $25,000 and cannot exceed the greater of (1) $250,000 or (2) 110% of the average daily volume traded for our common stock during the relevant Alumni Valuation Period (subject to adjustments for stock splits, dividends, and similar occurrences).

 

In order to deliver an Alunmi Purchase Notice, certain conditions set forth in the Alumni Agreement must be met. In addition, we are prohibited from delivering an Alumni Purchase Notice if the sale of Alumni Purchase Shares pursuant to such Alunmi Purchase Notice would cause us to issue and sell to Alumni, or Alumni to acquire or purchase, a number of shares of our common stock that would result in Alumni beneficially owning more than 9.99% of the issued and outstanding shares of our common stock.

 

By the terms of the Alumni Agreement, we agreed to file a registration statement to register the resale of the Alumni Purchase Shares. We agreed to (A) file the Registration Statement, (B) use reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended, as promptly as possible after the filing thereof, and (C) use our reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until all of the Shares have been sold thereunder or pursuant to Rule 144.

 

In addition to the Alumni Agreement, we have issued restricted securities to, will be required to issue restricted securities to and have entered into agreements with, Alumni, as follows:

 

 

-

7,812,500 shares of our common stock have been issued to Alumni under the Alumni Agreement as a commitment fee.

 

 

 

 

-

23,437,500 shares of our common stock have been issued to Alumni under the Alumni Agreement as a further commitment fee upon the filing of the Registration Statement of which the Prospectus forms a part.

 

 

 

 

-

Warrant (the “Alumni Warrant”) dated September 1, 2022, has been issued to Alumni, pursuant to which Alumni has the right to purchase 83,333,333 shares of our common stock at an initial exercise price of $.003 per share. The Alumni Warrant may be exercised on a cashless basis, in certain circumstances.

 

 

 

 

-

Securities Purchase Agreement (the “Alumni SPA”) dated September 1, 2022, pursuant to which we agreed to issue to Alumni a 10% promissory note (the “Alumni Note”), dated September 1, 2022, in the principal amount of $30,000. The Alumni SPA includes customary representations, warranties and covenants by us and customary closing conditions.

 

 

 

 

-

Promissory Note (the Alumni Note) dated September 1, 2022, in the principal amount of $30,000, with interest at 10% per annum. The Alumni Note was funded on September 1, 2022, with our company receiving funding of $25,000, net of OID of $5,000, and is due January 13, 2023. The Alumni Note is convertible into shares of our common stock at a conversion price equal to $.0001 per share, upon the occurrence of an event of default under the Alumni Note; provided, however, that Alumni may not convert the Alumni Note to the extent that such conversion would result in the investor’s beneficial ownership of our common stock being in excess of 9.99% of our then-issued and outstanding common stock.

 

J.H. Darbie & Co.

 

J.H. Darbie & Co., a FINRA-registered broker, acted as a finder in connection with the execution and delivery of the JanBella Agreement. We will pay J.H. Darbie & Co. a finder’s fee equal to 6% of the gross proceeds from sales of Purchase Shares under the JanBella Agreement. In addition, we issued J.H. Darbie & Co. 540,000 common stock purchase warrants exercisable at $0.042 per share and 1,008,000 common stock purchase warrants exercisable at $0.03 per share.

 

Other Information

 

The issuance and sale of the Shares by us to JanBella under the JanBella Agreement, to Alumni under the Alumni Agreement and pursuant to the common stock purchase warrants to JanBella, Alumni and J.H. Darbie & Co. were made without registration under the Securities Act, or the securities laws of the applicable state, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state law, based on the offering of such securities to three investors, the lack of any general solicitation or advertising in connection with such issuance, the representations of JanBella, Alumni and J.H. Darbie & Co. to us that, among others, each was an accredited investor (as that term is defined in Rule 501(a) of Regulation D), and that each was purchasing the securities for its own account and without a view to distribute them.

 

The Selling Stockholders may dispose of the Shares covered by this Prospectus from time to time at such prices as they may choose, except for the 31,250,000 Shares issued to, and held by, Alumni, which will be offered by Alumni at a price of $0.001 per share until our common stock is listed on a national securities exchange or quoted on the OTCQX or OTCQB, and, thereafter, at prevailing market prices or privately negotiated prices. The following table provides as of the date of this Prospectus, information regarding the beneficial ownership of our common stock held by the Selling Stockholders and the percentage owned by the Selling Stockholders. Assuming all of the Shares are sold by the Selling Stockholders, neither of the Selling Stockholders will not own one percent or more or our common stock.

 

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Selling Stockholder

 

Beneficial Ownership

Before

the Offering(1)

 

 

Number of

Shares

Being Offered

 

 

Beneficial Ownership

After the Offering

 

 

Percentage of

Ownership

After the Offering

 

JanBella Group, LLC(2)

 

 

114,583,333

(3)

 

 

140,726,985

(4)

 

 

114,583,333

(5)

 

 

0

%

Alumni Capital LP(6)

 

 

114,583,333

(7)

 

 

331,250,000

(8)

 

 

83,333,333

(9)

 

 

0

%

 

(1)

Beneficial ownership is determined in accordance with Securities and Exchange Commission rules and generally includes voting or investment power with respect to shares of common stock. Shares of common stock subject to options, warrants and convertible debentures currently exercisable or convertible, or exercisable or convertible within 60 days, are counted as outstanding. The actual number of shares of common stock issuable upon the conversion of the convertible debentures is subject to adjustment depending on, among other factors, the future market price of our common stock, and could be materially less or more than the number estimated in the table.

 

(2)

William Alessi, the managing member of JanBella Group, LLC, has sole voting and dispositive power over the shares of our common stock held by, or issuable to, JanBella Group, LLC. The principal business address of JanBella Group, LLC is 20311 Chartwell Center Drive, Unit 1469, Cornelius, North Carolina 28031.

 

(3)

31,250,000 of these shares are owned by this Selling Stockholder; 83,333,333 of these shares have not been issued but underlie currently exercisable common stock purchase warrants held by this Selling Stockholder.

 

(4)

These shares of our common stock are to be sold by this Selling Stockholder pursuant to the JanBella Agreement.

 

(5)

Because this Selling Stockholder may offer and sell all or only some portion of the 140,726,985 shares of our common stock being offered by it pursuant to this Prospectus and may acquire additional shares of our common stock in the future, we can only estimate the number and percentage of shares of our common stock that this Selling Stockholder will hold upon termination of this offering.

 

(6)

Ashkan Mapar, the Portfolio Manager of Alumni Capital LP, has dispositive power over the shares of our common stock held by, or issuable to, Alumni Capital LP. The principal business address of Alumni Capital LP is 405 Lexington Avenue, 9th Floor, New York New York 10174.

 

(7)

31,250,000 of these shares are owned by this Selling Stockholder; 83,333,333 of these shares have not been issued but underlie currently exercisable common stock purchase warrants held by this Selling Stockholder.

 

(8)

300,000,000 of these shares of our common stock are to be sold by this Selling Stockholder pursuant to the Alumni Agreement.

 

(9)

Because this Selling Stockholder may offer and sell all or only some portion of the 331,250,000 shares of our common stock being offered by it pursuant to this Prospectus and may acquire additional shares of our common stock in the future, we can only estimate the number and percentage of shares of our common stock that this Selling Stockholder will hold upon termination of this offering.

 

 

None of the Selling Stockholders has had a material relationship with us or any of our affiliates, other than as a stockholder, at any time within the past three years, except that we entered into a finder’s fee agreement with J.H. Darbie & Co., on October 19, 2021. We have issued a total of 1,548,000 common stock purchase warrants pursuant to such agreement, which currently represent 75,672,000 warrants due to anti-dilution provisions contained in the warrant agreements.

 

PLAN OF DISTRIBUTION

 

The Selling Stockholders and any of their respective pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their Shares covered hereby on any trading market, stock exchange or other trading facility on which our common stock is traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Stockholders may use any one or more of the following methods when selling securities:

 

 

·

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

 

·

block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

 

·

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

 

·

an exchange distribution in accordance with the rules of the applicable exchange;

 

·

privately negotiated transactions;

 

·

settlement of short sales;

 

·

in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;

 

·

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

 

·

a combination of any such methods of sale; or

 

·

any other method permitted pursuant to applicable law.

 

The Selling Stockholders may also sell securities under Rule 144 under the Securities Act, if available, rather than under this Prospectus.

 

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Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

 

In connection with the sale of the Shares covered hereby, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may, in turn, engage in short sales of our common stock in the course of hedging the positions they assume. The Selling Stockholders may also sell our common stock short and deliver the Shares to close out its short positions, or loan or pledge the securities to broker-dealers that, in turn, may sell these Shares. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of the Shares offered by this Prospectus, which Shares such broker-dealer or other financial institution may resell pursuant to this Prospectus (as supplemented or amended to reflect such transaction).

 

The Selling Stockholders and any broker-dealers or agents that are involved in selling the Shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. We are requesting that the Selling Stockholders inform us that they do not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Shares. We will pay certain fees and expenses incurred by us incident to the registration of the Shares.

 

Because the Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder. In addition, any of the Shares covered by this Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this Prospectus. We are requesting that the Selling Stockholders confirm that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale Shares by the Selling Stockholders.

 

We intend to keep this Prospectus effective until the earlier of (a) the date on which the Shares may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect or (b) all of the Shares have been sold pursuant to this Prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale Shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale Shares covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

 

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale Shares may not simultaneously engage in market making activities with respect to our common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Shares by the Selling Stockholders or any other person. We will make copies of this Prospectus available to the Selling Stockholders and are informing the Selling Stockholders of the need to deliver a copy of this Prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

 

LEGAL PROCEEDINGS

 

John M. McDonnell, as Chapter 7 Trustee for the Estate of H&J Ventures, LLC v. Major League Football. This is an adversary proceeding arising out of a contract for ticketing services between the Debtor in Bankruptcy, H&J Ventures d/b/a Turnstiles, and Major League Football. A mediation took place on August 24, 2017, whereby a settlement agreement was entered into in which the Company agreed to pay $50,000 in full and final settlement. Jerry Craig, then CEO, authorized the settlement and personally issued a draft to the Trustee in that amount. On September 15, 2017, the Trustee advised that the draft tendered by Mr. Craig was returned due to insufficient funds. Mr. Craig was given an opportunity to substitute a new, valid, draft in settlement of the case but failed to do so. The case remains pending. On December 29. 2017 the Trustee in Bankruptcy filed a second suit against MLFB and Jerry Craig, Case number 17- 1709-MBK. This second suit arose out of the aforementioned bad check issued by Mr. Craig. The suit seeks payment of the outstanding debt represented by the $50,000 settlement, and damages under New Jersey state statute 2A:32-1 pertaining to bad checks. The statute allows for a judgment in the amount of the check, $500 in statutory damages, and attorney’s fees and costs. MLFB filed a timely answer to the second lawsuit; Mr. Craig did not, and the Trustee filed a Motion for Default Judgment and scheduled a hearing to assess damages against Mr. Craig only for May 2, 2018. At that time, the Court dismissed the entirety of the second suit finding that Craig could not be individually liable for the dishonored draft when he signed it in a representative capacity.

 

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Table of Contents

 

The Court also found that the claims against MLFB for the dishonored draft could be brought in the original suit and as such, there was no need for the second suit. On May 16, 2018, the Court held a scheduling conference. The court extended the time for discovery to August 31, 2018 and granted leave for the Trustee to amend its pleadings to assert claims for the dishonored check. A trial was set for October 3, 2018. 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 were 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 received notice on December 18, 2019 that the judgement had been purchased by Pier House Capital, LLC, who extended a 10-day offer to compromise and settle the judgment for $25,000. The Company rejected the offer, and the judgment remains unpaid.

 

Interactive Liquid, LLC v. Major League Football, Inc. This is an action for breach of contract, account payable, and Quantum Meruit arising out of a contract between the Plaintiff and the Company for logo design and website development services. 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. The settlement called for MLFB to make payment to the Plaintiff in the sum of $10,000 immediately upon receipt of an initial tranche of funding. MLFB was to then 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 the plaintiff and against MLFB in the sum of $153,016 (less payment of $10,000 if made before June 1.), said sum representing the full amount of Plaintiff’s claimed damages. The Company failed to make the payment on June 1, 2018, due to lack of funding and effective June 2, 2018, Interactive was free to file the stipulated judgment. On June 4, 2018, Interactive filed the stipulated judgment with the court. Effective July 27, 2022, the Company executed a settlement related to a stipulated judgment against the Company in the amount of $153,016 from June 4, 2018, for unpaid invoices for logo design and website development services provided. The settlement was a cash payment by the Company of $70,000 within ten (10) days of the settlement date and the issuance of one million (1,000,000) shares of the Company’s $0.001 par value common stock. The 1,000,000 shares were issued by the Company’s transfer agent on August 8, 2022. However, the Company did not make the $70,000 cash payment within the required timeframe and, as a result, the vendor may resume collection under the judgment.

   

Stradley Ronon Stevens & Young, LLP. 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. The Company previously recorded $173,821 related to the dispute and is classified as accounts payable. The judgment amount remains unpaid, and the Company has had no further contact related to the judgment.

 

David M. Bovi, P.A. Attorney Lien. Mr. Bovi, the Company’s former Securities attorney, has asserted an attorney lien in the sum of $243,034, which included $19,243 of interest for unpaid invoices. The Company has recorded $132,006 of interest in accordance with the retainer agreement with Mr. Bovi and the total amount owed to Mr. Bovi is $375,041 at April 30, 2022. No further demands have been made and the Company disputes the claim.

  

Lamnia International/John Matteo. The Company entered into a contract with Lamnia International 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 would be instituted. No subsequent demands or contact have been received. The Company has recorded $124,968 of accounts payable to Lamnia and the difference in amounts is that the Company terminated the agreement in writing whereas Lamnia continued to charge for services after the date of termination for which the Company disagrees.

 

BodyHype. In 2016, the Company entered into an agreement with BodyHype of Canada to be the Company’s official uniform supplier and paid a $125,000 deposit related to football equipment including practice uniforms, jerseys, and shorts. BodyHype has made a claim with the Company for an additional $140,000 payment for which the Company disputes and has recorded $140,000 as accounts payable.

 

BUSINESS

 

History

 

Our company was incorporated on August 16, 2004, in the State of Delaware as Universal Capital Management, Inc. On July 14, 2014, our company entered into and closed a definitive Asset Purchase Agreement with Major League Football, LLC, a company formed in 2009, to establish, develop and operate a professional spring/summer football league to be known as “Major League Football” (“MLFB”). Pursuant to the terms of the Asset Purchase Agreement, we issued Major League Football, LLC 8,000,000 shares of our common stock in exchange for assets of Major League Football, LLC, primarily comprised of business plans and related proprietary documents, trademarks and other related intellectual property related to the development of the league. Also, our Board of Directors was expanded, a new management team was appointed, and several league consultants were retained by us.

 

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Table of Contents

 

Effective November 24, 2014, we changed our corporate name to Major League Football, Inc.

 

Our principal executive offices are located at 15515 Lemon Fish Drive, Lakewood Ranch, Florida 34202; our telephone number is (847) 924-4332; our corporate website is located at www.mlfb.com. No information found on our company’s website is part of this Offering Circular.

 

Our Plan of Business

  

We plan to establish, develop, and operate Major League Football as a professional Spring/Summer football League with 4 initial Franchises located in cities overlooked in large part by existing professional sports leagues and provide fans with high quality players and competition in the NFL’s off-season. Our plan is that initial teams will be located in Ohio, Virginia, Arkansas and Alabama. Our spring playing schedule avoids all competition with the NFL and colleges. Our search committee has located multiple cities with both a passion for sports and football as well as stadium venues whose size will provide our fans an excellent viewing experience at a reasonable rental expense to MLFB. All potential venues are equipped for high quality multi-platform media transmission allowing us the broadcast all our games in multi-levels of today’s technology. We have commenced the process of leasing these venues and have acquired all the necessary football and related equipment to fully outfit our teams, including some of the latest technology for use by our coaches and players.

  

MLFB plans to serve as a pipeline to develop players, coaches, officials, scouts, trainers, and all other areas of the game that the NFL needs today. We will also give NFL representatives the opportunity to view our team practices, game footage, practice tapes and confer with league coaches, team officials and staff. We believe this will provide our league with recognition and demonstrate our economic model and the market’s desire for spring football.

 

MLFB has hired several well-known and experienced employees, coaches, scouts, and trainers as well as individuals looking to improve their skills in these areas. We believe this will provide MLFB with the recognition and credibility to demonstrate the viability of our economic model as well as the market’s desire for spring/summer football. The Company announced the cities of Mobile, Alabama, Little Rock, Arkansas, Canton, Ohio and Virginia Beach, Virginia, as home markets for its inaugural season which was scheduled to begin August 9, 2022. However, as more fully described under “Recent Events” below, the inaugural season has been cancelled.  The Company hopes to build towards a full football season in the Spring of 2023, providing MLFB as America’s home for professional spring football. However, there is no assurance that it will be successful in this regard, due to a lack of capital. (See “Risk Factors-Risks Related to Our Business”).

 

The Alliance of American Football (“AAF”), whose equipment we acquired, has ceased operations and the XFL, which played five games in 2020 before filing for bankruptcy re-organization, has begun its 2023 season. The Spring League is not considered a football league, as the players pay its ownership to play in it, hoping for NFL or other teams recognition. We believe because the Spring League has no player payroll costs, quality players will jump at a chance to be paid a salary in MLFB. The USFL returned in 2022 after a 37-year hiatus with an eight-team two division league structure. The top two teams from each division will play in the semifinals on the weekend of June 25, with the USFL Championship Game taking place on Sunday, July 3, 2022.

 

The AAF, XFL and USFL have validated MLFB’s concept that there was a demand for football in the spring/summer. We believe that there are thousands of quality football players available to MLFB and the NFL releases over 1,000 players every September. We believe that the lack of financial success by the AAF and perhaps the XFL is directly attributable to excessive payroll, stadium, and other overhead related expenses and not the concept itself. MLFB will serve as a pipeline to further develop players skills, on and off the field, as well as a training ground for young coaches, officials and all associated with the industry. NFL Europe did just this during its existence.

 

Recent Events

   

During the first half of 2022, we took significant steps in anticipation of the opening of our inaugural season, including entering into stadium leases in Mobile, Alabama, Little Rock, Arkansas, Canton, Ohio, and Virginia Beach, Virginia, announcing a game schedule for 2022, opening game ticket sales (we have been advised that the immaterial amount of proceeds from ticket sales has been refunded by our third-party ticketing agencies) and holding our first training camp. However, during training camp, we were forced to suspend all football operations, due to a lack of operating capital with which to pay certain operating expenses associated with the training camp. Subsequently, we cancelled the planned 2022 season and are now focused on obtaining sufficient capital with which to conduct our inaugural season in 2023. However, there is no assurance that it will be successful in this regard. (See “Risk Factors-Risks Related to Our Business”).

  

Capital Requirements

 

We require short-term financing as well as financing over the next 12 months and we have been pursuing, and will continue to pursue, short-term financing, with the intention of securing larger, more permanent financing facilities. Since February 2022, we have obtained $1,725,000 in proceeds from sales of our common stock pursuant to Regulation A (SEC File No. 024-11786). However, we require approximately $20 million of additional capital, in order to open and complete our inaugural season, which we currently have scheduled for 2023. We intend to obtain additional funds through private offerings of our securities or by borrowing funds. There is no assurance that we will be successful in this regard. Should we fail to obtain necessary funding, we could be forced to cease operations.

 

Single Entity Structure

 

We intend to operate the league as a single entity owned, stand alone, 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. This corporate structure provides several compelling benefits, including:

 

 

·

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

 

·

Greater parity among teams;

 

·

Focus on the bottom line; and

 

·

Controlled costs.

  

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Table of Contents

 

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.

 

MLFB Market Opportunity

 

MLFB intends to establish a brand that is fan-friendly, exciting, affordable, and interactive, but most importantly provides consumers real value for their sports dollars. MLFB will underscore the fans’ access to team members, coaches, league officials and other fans. Although MLFB’s ticket pricing will be a fraction of that of the established professional leagues (NBA, MLB, NHL, and NFL), its ultimate goal will be to offer its fans an incomparable value-added experience for their entertainment dollar.

 

Additionally, as a result of a carefully crafted study, we will not locate teams in any established NFL cities and more importantly in any Major League Baseball cities, thus avoiding direct in-season competition with an established sports entity. By positioning teams in prime emerging and under-represented markets throughout the contiguous 48 states (including placing teams in well respected and football fan friendly metropolitan markets in the country), our research suggests that an exciting sports entity like Major League Football will be viewed in a positive light by sports fans throughout the US. Of equal or greater importance to Major League Football is the fact that both established and peripheral football fans in these exciting new markets will finally be afforded the opportunity of establishing their own personal sports identity while at the same time fostering strong community pride.

 

Lastly, although MLFB’s long-range vision is to maintain a positive working relationship with the NFL, its ultimate intent is to function as an independent, stand-alone entity that captures sports content needed during off season. Although its economic model was, we believe, flawed, the professional AAF teams drew a League wide average attendance of 15,000 fans per game and television ratings comparable to the NBA. The XFL had similar positive attendance in its five-game season. The USFL did not allow fans into its games, operating as a television-only league.

 

MLFB intends to disseminate its message using a comprehensive marketing strategy that employs both traditional and new media marketing channels. MLFB’s marketing plans are anticipated to create multiple revenue streams and engage sports fans over a variety of mediums. Specifically, MLFB intends to develop a far-reaching Internet and mobile strategy that will serve as the backbone of its marketing strategy. This will include developing a mobile initiative, where fans can interact with the league, its players, its coaches, and other fans using their mobile phones all while taking advantage of the player name recognition that comes with fantasy football.

  

MLFB also intends to utilize its interactive website that includes a social networking aspect, podcasts, live video, and more. Along with this new media strategy, cross promotions will also be an important part of the MLFB’s marketing strategy. MLFB plans to work with businesses involved in video, television, print media and the Internet to promote its business.

  

We intend to review their qualifications and believe that the cumulative effect of this work will help it achieve its early objectives, which include the following:

 

 

·

Establish itself as a recognized professional football league;

 

·

Build a base of teams and fans broad enough to sustain business over the critical first five years of operation;

 

·

Generate enough revenue to expand its operations in years three through six;

 

·

Build successful teams located in regions where there are no existing MLB franchises;

 

·

Adopt a spring schedule to avoid competing with NFL, collegiate and prep football;

 

·

Provide year-round cash flow from multi-functioning revenue streams; and

 

·

Build a positive image for the league through year-round community relations campaigns.

 

Professional Sports Market

 

MLFB recognizes the NFL is the dominant professional sports league in the United States. Although it clearly respects the success of the NFL business model, MLFB’s defined objective is to position itself as an independent, non-adversarial football league. MLFB believes that its own business model encompasses innovations that will be viewed positively by NFL officials, resulting in a strong working relationship between the two leagues. MLFB staff have held meetings with high-ranking NFL officials to discuss our plans.

 

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MLFB 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 25% of the prices of NFL, NBA, NHL & MLB tickets.

 

·

Year-round cash flow from multiple revenue streams utilizing new technologies.

 

·

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 website in professional sports using cutting edge technologies to preserve fan loyalty.

 

·

Proven executive staff members with considerable practical experience in professional football.

 

·

Player and coaching costs projected significantly less than those of the NFL, NBA, NHL, or MLB.

 

Initially, teams will operate in either existing collegiate or municipal stadiums during the spring and early summer season. We believe that our business model and long-range vision possess many innovations that will be viewed in a positive light by NFL owners and league officials and will also lend itself to the potential of establishing a strong working relationship with our venture by positioning ourselves in a 100% non-adversarial position to the established NFL.

 

Audience

 

MLFB believes that today’s market demands a controlled deliverable to a targeted viewing audience as well as controlled advertising deliverables to specific targeted demographic audiences as well. Other sports attract audiences that are only a fraction of that number, in producing the sponsor and advertiser concerns. Therefore, retaining the mass appeal needed to attract such an audience is an over-arching consideration that shapes much of what we do and what concerns the Company.

 

Merchandising and Licensing Overview

 

The thrust of our licensing and co-branding strategy is to create an increase in brand value for MLFB and the partners we align with. In order for the league to have a robust licensing and co-branding business, we have created a 3-tier approach that focuses on generating strong revenue streams for the league and initiating value based collaborative efforts that further enhance the MLFB brand.

 

The main benefits of the program are:

 

 

·

Fans will find quality items at more favorable price points.

 

·

Teams will have higher profit on items and stop tying up money on inventory they cannot’ properly sell.

 

·

More fans will be wearing and supporting the team and league branded merchandise.

 

We plan to develop private label products where we will feature products that are fan favorites (hats, shirts, popular novelties, and gifts, etc.) all manufactured at the highest level, and priced below traditional licensed sports merchandise programs. All merchandise, when league sanctioned, will be pre- ticketed and priced.

 

Properties

  

Our company leases a 9,000 sq. ft. warehouse facility in San Antonio, Texas, to store approximately 30,000 items of football equipment that we purchased from a lender for $500,000. The lease has a one-year term through March 2023, payable at $7,412 monthly. Additionally, the resident of our contract President, CEO and a Director, Frank Murtha, which is located at 15515 Lemon Fish Drive, Lakewood Ranch, Florida 34202, serves as our corporate headquarters. We believe this office space is adequate to serve our present needs, until such time as we receive interim funding.

  

Employees

  

Currently, we have no employees other than two of our executive officers, Frank Murtha, our President, and John JJ Coyne, our Executive Vice President. Rather, we retain persons who perform services on our behalf as consultants, including our other executive officers.

   

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

You should read the following discussion and analysis of our financial condition and results of our operations together with our financial statements and the notes thereto appearing elsewhere in this Offering Circular. This discussion contains forward-looking statements reflecting our current expectations, whose actual outcomes involve risks and uncertainties. Actual results and the timing of events may differ materially from those stated in or implied by these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements” and elsewhere in this Offering Circular. Please see the notes to our Financial Statements for information about our Critical Accounting Policies and Recently Issued Accounting Pronouncements.

 

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Forward-looking Statements

 

There are “forward-looking statements” contained herein. All statements that express expectations, estimates, forecasts or projections are forward-looking statements. In addition, other written or oral statements which constitute forward-looking statements may be made by us or on our behalf. Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “project,” “forecast,” “may,” “should,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements. We undertake no obligation to update or revise any of the forward-looking statements after the date of this quarterly report to conform forward-looking statements to actual results. Important factors on which such statements are based are assumptions concerning uncertainties, including but not limited to, uncertainties associated with the following:

 

 

·

Inadequate capital and barriers to raising the additional capital or to obtaining the financing needed to implement our business plans;

 

·

Our failure to earn revenues or profits;

 

·

Inadequate capital to continue business;

 

·

Volatility or decline of our stock price;

 

·

Potential fluctuation in quarterly results;

 

·

Rapid and significant changes in markets;

 

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·

Litigation with or legal claims and allegations by outside parties; and

 

·

Insufficient revenues to cover operating costs.

  

The following discussion should be read in conjunction with the financial statements and the notes thereto which are included elsewhere herein. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ substantially from those anticipated in any forward-looking statements included in this discussion as a result of various factors.

  

Effects of COVID-19

 

The COVID-19 pandemic had a discernable short-term negative impact on the ability of our company to obtain capital needed to accelerate the development of our business. While these limitations have eased, we are unable to predict when such limitations will be entirely resolved.

 

Overall, our company is not of a size that required us to implement “company-wide” policies in response to the COVID-19 pandemic.

 

For purposes of the discussion below, except where otherwise indicated, the descriptions of our business, our strategies, our risk factors and any other forward-looking statements, including regarding us, our business and the market generally, do not reflect the potential impact of the COVID-19 pandemic or our responses thereto.

 

Plan of Operation

  

We plan to establish, develop, and operate Major League Football as a professional Spring/Summer football League with 4 initial Franchises located in cities overlooked in large part by existing professional sports leagues and provide fans with high quality players and competition in the NFL’s off-season. Our plan is that initial teams will be located in Ohio, Virginia, Arkansas and Alabama. Our spring playing schedule avoids all competition with the NFL and colleges. Our search committee has located multiple cities with both a passion for sports and football as well as stadium venues whose size will provide our fans an excellent viewing experience at a reasonable rental expense to MLFB. All potential venues are equipped for high quality multi-platform media transmission allowing us the broadcast all our games in multi-levels of today’s technology. We have commenced the process of leasing these venues and have acquired all the necessary football and related equipment to fully outfit our teams, including some of the latest technology for use by our coaches and players.

  

MLFB plans to serve as a pipeline to develop players, coaches, officials, scouts, trainers, and all other areas of the game that the NFL needs today. We will also give NFL representatives the opportunity to view our team practices, game footage, practice tapes and confer with league coaches, team officials and staff. We believe this will provide our league with recognition and demonstrate our economic model and the market’s desire for spring football.

 

MLFB has hired several well-known and experienced employees, coaches, scouts, and trainers as well as individuals looking to improve their skills in these areas. We believe this will provide MLFB with the recognition and credibility to demonstrate the viability of our economic model as well as the market’s desire for spring/summer football. The Company announced the cities of Mobile, Alabama, Little Rock, Arkansas, Canton, Ohio and Virginia Beach, Virginia, as home markets for its inaugural season which was scheduled to begin August 9, 2022. However, as more fully described under “Recent Events” below, the inaugural season has been cancelled.  The Company hopes to build towards a full football season in the Spring of 2023, providing MLFB as America’s home for professional spring football. However, there is no assurance that it will be successful in this regard, due to a lack of capital. (See “Risk Factors-Risks Related to Our Business”).

 

The Alliance of American Football (“AAF”), whose equipment we acquired, has ceased operations and the XFL, which played five games in 2020 before filing for bankruptcy re-organization, has begun its 2023 season. The Spring League is not considered a football league, as the players pay its ownership to play in it, hoping for NFL or other teams recognition. We believe because the Spring League has no player payroll costs, quality players will jump at a chance to be paid a salary in MLFB. The USFL returned in 2022 after a 37-year hiatus with an eight-team two division league structure. The top two teams from each division will play in the semifinals on the weekend of June 25, with the USFL Championship Game taking place on Sunday, July 3, 2022.

 

The AAF, XFL and USFL have validated MLFB’s concept that there was a demand for football in the spring/summer. We believe that there are thousands of quality football players available to MLFB and the NFL releases over 1,000 players every September. We believe that the lack of financial success by the AAF and perhaps the XFL is directly attributable to excessive payroll, stadium, and other overhead related expenses and not the concept itself. MLFB will serve as a pipeline to further develop players skills, on and off the field, as well as a training ground for young coaches, officials and all associated with the industry. NFL Europe did just this during its existence.

 

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Recent Events

  

During the first half of 2022, we took significant steps in anticipation of the opening of our inaugural season, including entering into stadium leases in Mobile, Alabama, Little Rock, Arkansas, Canton, Ohio, and Virginia Beach, Virginia, announcing a game schedule for 2022, opening game ticket sales (we have been advised that the immaterial amount of proceeds from ticket sales has been refunded by our third-party ticketing agencies) and holding our first training camp. However, during training camp, we were forced to suspend all football operations, due to a lack of operating capital with which to pay certain operating expenses associated with the training camp. Subsequently, we cancelled the planned 2022 season and are now focused on obtaining sufficient capital with which to conduct our inaugural season in 2023. However, there is no assurance that it will be successful in this regard. (See “Risk Factors-Risks Related to Our Business”).

  

Capital Requirements

 

We require short-term financing as well as financing over the next 12 months and we have been pursuing, and will continue to pursue, short-term financing, with the intention of securing larger, more permanent financing facilities. Since February 2022, we have obtained (a) $1,725,000 in proceeds from sales of our common stock pursuant to Regulation A (SEC File No. 024-11786) and (b) $66,375 in proceeds from sales of our common stock pursuant to the Alumni Agreement. However, we require approximately $20 million of additional capital, in order to open and complete our inaugural season, which we currently have scheduled for 2023. We intend to obtain additional funds through private offerings of our securities or by borrowing funds. There is no assurance that we will be successful in this regard. Should we fail to obtain necessary funding, we could be forced to cease operations.

 

Financial Condition

  

We have had limited revenues and had a net income (loss) of $(880,575) and $(8,436,042) for the three and nine months ended January 31, 2023, respectively. Additionally, the Company had net cash used in operating activities of $2,039,660 for the nine months ended January 31, 2023. At January 31, 2023, the Company had a working capital deficit of $11,983,783, an accumulated deficit of $39,098,523 and a stockholders’ deficit of $11,494,436, which could have a material impact on the Company’s financial condition and operations.

  

We had a net loss of $1,669,699 and $185,381 for the years ended April 30, 2022 and 2021, respectively. Additionally, we had net cash used in operating activities of $780,693 and $213,518 for the years ended April 30, 2022 and 2021, respectively. At April 30, 2022, we had a working capital deficit of $4,186,155, an accumulated deficit of $30,662,481 and a stockholders’ deficit of $3,658,915.

  

At January 31, 2023, and as of the date of this Prospectus, the Company does not have sufficient cash resources or current assets to pay all of its obligations. This is a significant risk to our business and stockholders and results in: (i) making it more difficult for us to satisfy our obligations; (ii) impeding us from obtaining additional financing in the future for working capital, capital expenditures and general corporate purposes; and (iii) making us more vulnerable to a downturn in our business and limits our flexibility to plan for, or react to, changes in our business.

 

The time required for us to become profitable under our MLFB business structure is highly uncertain, and we cannot assure you that we will achieve or sustain profitability or generate sufficient cash flow from operations to meet our planned capital expenditures, working capital and debt service requirements. If required, our ability to obtain additional financing from other sources also depends on many factors beyond our control, including the state of the capital markets and the prospects for our business. The necessary additional financing may not be available to us or may be available only on terms that would result in further dilution to the current owners of our common stock.

 

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Results of Operations

 

Three months ending January 31, 2023, compared to the three months ended January 31, 2022.

    

During the three months ended January 31, 2023, the Company recorded $0 of revenue and $0 of cost of goods sold related to the sale of MLFB on-line digital media merchandise.

 

Total operating expenses for the three months ended January 31, 2023, were $526,069 as compared to total operating expenses for the three months ended January 31, 2022, of $104,150 or an increase of $421,919. The increase in expense from 2022 to 2023 was primarily from a $370,412 increase in compensation related to accrued and unpaid payroll for the Company and its head coaches. The increase also included a $44,503 increase in depreciation expense with no comparable amounts in 2022.

 

Other income (expense) for the three months ended January 31, 2023, was $898,973 of income compared to $377,489 of expense for the three months ended January 31, 2022, or an increase in income of $1,276,462. The increase in income from 2022 to 2023 was primarily from a $1,074,684 increase in gain from the change in fair value of a conversion option liability and a $326,952 gain from the change in fair value of a warrant derivative liability. This was offset by a $116,069 increase in interest expense. The increase in interest expense was primarily from $109,478 of amortization of debt issue costs.

 

Based on the above discussion, we had a net income of $372,904 as compared to a net loss of $481,639 for the three months ended January 31, 2023 and 2022, respectively.

 

Effective January 26, 2023, the Company sold common stock at a price of $0.00045 per share and as a result, this triggered down round protection of the total number of warrants outstanding from convertible secured promissory notes dated November 24, 2021, April 18, 2022, May 23, 2022, and September 1, 2022 and they were adjusted. The Company evaluated the change in accordance with ASU 2017-11, Subtopic 470-20, Debt—Debt with Conversion and Other Options. The Company calculated a deemed dividend at January 26, 2023 related to the triggering of the full ratchet anti-dilution provision of its outstanding warrants at incremental fair value in the amount of $1,253,479 which was recorded to retained earnings with an offset to additional paid in capital. There was no comparable deemed dividend for the three months ended January 31, 2022.

 

As a result of the deemed dividend discussed above, the Company had a net loss available to common shareholders of $880,575 as compared to a net loss available to common shareholders of $481,639 for the three months ended January 31, 2022, respectively.

   

Nine months ending January 31, 2023, compared to the nine months ended January 31, 2022.

 

During the nine months ended January 31, 2023, the Company recorded $9,180 of revenue and $7,365 of cost of goods sold related to the sale of MLFB on-line digital media merchandise. As a result, the Company realized a gross margin of $1,815 related to the sale of MLFB-on-line digital merchandise with no comparable amounts in 2022.

 

Total operating expenses for the nine months ended January 31, 2023, were $4,447,207 as compared to total operating expenses for the nine months ended January 31, 2022, of $620,652 or an increase of $3,826,555. The increase in expense from 2022 to 2023 was primarily from a $2,281,434 increase in football camp expense, an $1,587,407 increase in compensation, a $114,161 increase in depreciation expense and a $52,500 increase in write off of prepaid investor relation fees, offset by a $271,480 decrease in general and administrative expense. The increase in football camp expense was related to the Company’s training camp in Mobile Alabama with no comparable amount in 2022. The increase in compensation is related to payroll for corporate and coaches with no comparable amount in 2022. The increase in depreciation expense was related to the Company commencing training camp and depreciation of certain football equipment with no comparable amount in 2022. The increase in write off of prepaid investor relation fees was because the services were provided and expensed with no comparable amount in 2022. The decrease in general and administrative expense was primarily related to $290,031 of stock compensation expense in 2022 with no comparable amount in 2023. The 2022 stock compensation expense was comprised of $191,250 for stock issued and $98,781 for warrants issued to key consultants.

 

Other income (expense) for the nine months ended January 31, 2023, was $2,651,296 of income compared to $604,976 of expense for the nine months ended January 31, 2022, or an increase in income of $3,256,272. The increase in income from 2022 to 2023 was primarily from a $1,898,594 gain from the change in fair value of a conversion option liability, a $1,932,624 gain from the change in fair value of a warrant derivative liability and $38,200 in settlement income. This was offset by a $865,236 increase in interest expense. The increase in interest expense was primarily from $608,460 of amortization of debt issue costs and original issue discount on convertible promissory notes, $81,205 from put premium liability on convertible unsecured promissory notes and $175,830 for interest on other debt. The increase in settlement income was primarily from $38,200 of income from the settlement of outstanding judgments against the Company as compared to a $55,000 settlement expense in 2022 from the issuance of a note payable.

 

Based on the above discussion, we had a net loss of $1,794,096 as compared to a net loss of $1,225,628 for the nine months ended January 31, 2023, and 2022, respectively.

 

Effective July 29, 2022, and again at September 15, 2022, a warrant holder provided notice of a cashless exercise of the warrants at a reduced price of $0.0058 and $0.0007 per share, respectively based upon the Company issuing securities at $0.0058 per share and the exercise price of a new warrant at $0.0007 per share issued with debt. As a result, this triggered down round protection of the warrant exercise price and number of warrants issued. The Company evaluated the change in accordance with ASU 2017-11, Subtopic 470-20, Debt—Debt with Conversion and Other Options). The Company calculated a deemed dividend at September 15, 2022 related to the triggering of the full ratchet anti-dilution provision of its outstanding warrants at incremental fair value in the amount of $5,388,467 which was recorded to retained earnings with an offset to additional paid in capital during the nine months ended January 31, 2023.

 

Effective January 26, 2023, the Company sold common stock at a price of $0.00045 per share and as a result, this triggered down round protection of the total number of warrants outstanding from convertible secured promissory notes dated November 24, 2021, April 18, 2022, May 23, 2022, and September 1, 2022 and they were adjusted. The Company evaluated the change in accordance with ASU 2017-11, Subtopic 470-20, Debt—Debt with Conversion and Other Options. The Company calculated a deemed dividend at January 26, 2023 related to the triggering of the full ratchet anti-dilution provision of its outstanding warrants at incremental fair value in the amount of $1,253,479 which was recorded to retained earnings with an offset to additional paid in capital. There was no comparable deemed dividend for the nine months ended January 31, 2022.

 

In total, the Company recorded $6,641,946 of deemed dividend for the nine months ended January 31, 2023, with no comparable amount for the nine months ended January 31, 2022.

 

As a result of the deemed dividend discussed above, the Company had a net loss available to common shareholders of $8,436,042 as compared to a net loss available to common shareholders of $1,225,628 for the nine months ended January 31, 2023, and 2022, respectively.

 

Year Ended April 30, 2022, compared to the Year Ended April 30, 2021.

 

For the years ended April 30, 2022 and 2021, we had no revenue, respectively. We are working through our business plan to establish, develop and operate MLFB as a professional spring football.

 

Total operating expenses for the year ended April 30, 2022, were $1,175,849 as compared to total operating expenses for the year ended April 30, 2021, of $386,186 or an increase of $789,663. The increase from 2021 to 2022 was primarily from a $290,031 increase in stock compensation expense, a $280,929 increase in compensation and a $166,984 increase in professional fees.  The increase in stock compensation expense was related to (1) the issuance of 15,300,000 restricted $0.001 par value common shares and (2) 8,150,000 warrants to 13 key consultants, all of whom had made significant contributions to the Company over an extended period of time. All of the common shares and warrants were vested fully on the grant date. The 15,300,000 vested shares of common stock were valued at $0.0125 per share, the quoted market price on the date of grant and the Company recorded $191,250 of stock compensation expense in the accompanying Statement of Operations on the grant date of May 19, 2021.  The Company evaluated the issuance of the issued warrants in accordance with ASC 505-50, Equity Based Payments to Non-Employees, using the Black Scholes Pricing Model to determine the fair value. The fair value for the stock warrants was $98,781, which was recorded to stock compensation expense on the grant date of May 19, 2021. 

 

The increase in compensation was related to the hiring of employees in 2022 with no comparable amount in 2021.  Compensation includes salaries, taxes and benefits.  The increase in professional fees was primarily from a $111,750 increase in marketing, a $30,264 increase in consulting and a $14,000 increase in legal.  The increase in marketing was for marketing material related to the Company’s planned 2022 spring/summer football league with no comparable amount in 2021.  The increase in consulting was primarily from a $20,000 payment for a football sports management program with no comparable amount in 2021.  The increase in legal was primarily from services related to the Company’s Form 1-A SEC filing with no comparable amount in 2021. Additionally, the increase in expenses included a $5,000 write off of a stadium lease deposit that could not be transferred from 2019 to future MLFB planned football seasons in 2022 with no comparable amount in 2021.

 

Other income (expense) for the year ended April 30, 2022, was $493,850 of expense as compared to $200,805 of income for the year ended April 30, 2021, or an increase in expense of $694,655. The increase in expense from 2021 to 2022 was primarily from (1) a $394,762 decrease in gain from the change in fair value of conversion option liability, (2) $241,592 increase in interest expense and (3) $55,000 settlement expense with no comparable amount in 2021. 

 

The increase in interest expense is primarily from (1) a $122,446 increase for the amortization of debt discounts on convertible promissory notes, (2) $51,813 increase in interest expense for debt and (3) a $67,333 increase in put premium liability expense related to convertible promissory notes. 

 

We had a net loss of $1,669,699 and $185,381 for the years ended April 30, 2022 and 2021, respectively.

   

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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 only $5,520 of cash at January 31, 2023, and have no cash on hand as of the date of this prospectus. 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.  See Significant Events for additional discussion.

 

At January 31, 2023.

 

Condensed Cash Flow Activity. The following table summarizes selected items from our condensed unaudited Statements of Cash Flows for the nine months ended January 31, 2023, and 2022:

  

 

 

For the Nine

 Months Ended,

 

 

 

January 31, 2023

 

 

January 31, 2022

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$

(2,039,660

)

 

$

(318,920

)

Net cash used in investing activities

 

 

(76,268 )

 

 

(500

Net cash provided by financing activities

 

 

1,448,267

 

 

 

317,920

 

 

 

 

 

 

 

 

 

 

Net decrease in cash

 

$

(667,661

)

 

$

(1,500

)

 

Net Cash Used in Operating Activities. Net cash used in operating activities was $2,039,660 during the nine months ended January 31, 2023, compared to $318,920 used during the nine months ended January 31, 2022, or an increase in cash used of $1,720,740. After adjusting for non-cash expense items of $794,691 in 2023 and non-cash income items of $740,656 in 2022, adjusted net cash used in operations would be $2,834,351 in 2023 and adjusted non-cash provided by operations would be $421,736 in 2022.

   

Net Cash Used in Investing Activities. Net cash used in investing activities was $76,268 during the nine months ended January 31, 2023, compared to $500 during the nine months ended January 31, 2022, or an increase of $75,768. The $76,268 during the nine months ended January 31, 2023, was for the purchase of football equipment. The $500 during the nine months ended January 31, 2022, was for the payment of trademark legal fees.

  

Net Cash Provided by Financing Activities. Net cash provided by financing activities was $1,448,267 of net cash during the nine months ended January 31, 2023, as compared to $317,920 provided during the nine months ended January 31, 2022, or an increase of $1,130,347. The increase in net cash provided from 2022 to 2023 was primarily from (1) $574,174 of proceeds from the sale of common stock in 2023 with no comparable amount in 2022 with no comparable amount in 2022, (2) a $106,370 increase in proceeds from the issuance of convertible secured promissory notes, (3) a $55,000 increase in proceeds from the issuance of convertible unsecured promissory notes and (4) $173,800 of proceeds from the issuance of notes payable in 2023 with no comparable amount in 2022. This was offset by the repayment of $235,000 of convertible secured promissory notes in 2022 with no comparable amount in 2023 and $5,000 of repayment of note payable and a repayment of $8,997 of convertible unsecured promissory note in 2023 with no comparable amount in 2022.

  

                At April 30, 2022.

 

Condensed Cash Flow Activity. The following table summarizes selected items from our Statements of Cash Flows for the years ended April 30, 2022 and 2021:

 

 

 

For the Years Ended

 

 

 

April 30,

2022

 

 

April 30,

2021

 

Net cash used in operating activities

 

$(780,693)

 

$(213,518)

Net cash used in investing activities

 

 

(461,410)

 

 

---

 

Net cash provided by financing activities

 

 

1,895,506

 

 

 

229,500

 

Net increase in cash

 

$653,403

 

 

$15,982

 

 

Net Cash Used in Operating Activities. Net cash used in operating activities was $780,693 during the year ended April 30, 2022, compared to $213,518 used during the year ended April 30, 2021, or an increase in cash used of $567,175. After adjusting for non-cash expense items of $586,267 in 2022 and ($346,305) in 2021, adjusted net cash used in operations would be $194,426 in 2022 and 559,823 in 2021, or a decrease of $365,397. After making these non-cash adjustments, the previously discussed Results of Operations analysis shows that the increase in the net cash used in operating activities was primarily from a decrease of $394,762 in the fair value of conversion option liability from 2021 to 2022.

 

Net Cash Used in Investing Activities. Net cash used in investing activities was $461,410 during the year ended April 30, 2022, compared to $0 during the year ended April 30, 2021, or an increase of $461,410.  The increase was primarily from $$460,410 for the purchase of football equipment and $500 for trademark filing fees with no comparable amount in 2021.

 

Net Cash Provided by Financing Activities. Net cash provided by financing activities was $1,895,506 of net cash during the year ended April 30, 2022, as compared to $229,500 provided during the year ended April 30, 2021, or an increase of $1,666,006. The increase in net cash provided from 2021 to 2022 was primarily from an increase of (1) $874,680 of proceeds from the issuance of convertible secured promissory notes and $57,000 of proceeds from the issuance of convertible unsecured promissory notes and (2) an increase of $1,042,826 from the sale of common stock.  This was offset by the repayment of $277,500 of notes payable and convertible promissory notes in 2022 with no comparable amount in 2021. The increase of $1,042,826 from the sale of common stock was related to the Company’s Regulation 1-A offering.

 

Convertible Promissory Notes

 

As of January 31, 2023, we had outstanding the convertible promissory notes indicated in the table below.

 

Description of Terms

 

Principal

Balance

at 1/31/23

 

 

Principal

Balance

at 4/30/22

 

April 14, 2016: $50,000 original principal amount; interest at 5% per annum; principal and interest were payable April 14, 2017; convertible at $.30 per share. This note is in default.

 

$32,500

 

 

$37,500

 

May 2, 2019: $100,000 original principal amount, with $2,150 of original issue discount (OID); interest at 10% per annum; principal and interest were payable May 2, 2020; convertible at 60% of the average of the two lowest trades of our common stock during the 15 trading days immediately preceding a conversion date. This note is in default.

 

 

---

 

 

 

6,000

 

May 8, 2019: $150,000 original principal amount; interest at 12% per annum; principal and interest were due February 8, 2020; convertible at the lower of (a) the lowest trade during the previous 25 trading days or (b) 61% of the of the lowest trade during the 25 trading days immediately preceding a conversion date. This note is in default, with interest at the default rate of 24%.

 

 

138,483

 

 

 

138,483

 

 

 

 

 

 

 

 

 

 

May 17, 2018: $80,000 original principal amount; interest at 10% per annum; principal and interest due May 17, 2019; secured by all of our assets; convertible at 60% of the of the lowest trade of our common stock during the 10 trading days immediately preceding a conversion date. This note is in default, with interest at the default rate of 18%.

 

 

16,802

 

 

 

16,802

 

November 24, 2021: $315,000 original principal amount, with $31,500 of OID; interest at 12% per annum; principal and interest due November 24, 2022; secured by all of our assets; convertible at $.008 per share. We have the right to repay this note at anytime without penalty.

 

 

---

 

 

 

315,000

 

January 4, 2022: $55,000 original principal amount; interest at 8% per annum; principal and interest due January 4, 2023; convertible at 65% of the of the average of the three lowest trades of our common stock during the 10 trading days immediately preceding a conversion date. We have the right to repay this note without penalty after six months following issuance.

 

 

---

 

 

 

55,000

 

April 18, 2022: $560,000 original principal amount, with $56,000 of OID; interest at 12% per annum; principal and interest due April 18, 2023; convertible at $0.0058 per share. We have the right to repay this note without penalty.

 

 

560,000

 

 

 

560,000

 

May 23, 2022: $560,000 original principal amount, with $56,000 of OID; interest at 16% per annum; principal and interest due May 23, 2023; convertible at $0.0058 per share. We have the right to repay this note without penalty.

 

 

560,000

 

 

 

---

 

June 29, 2022: $80,000 original principal amount; interest at 8% per annum; principal and interest due June 29, 2023; convertible at 65% of the three lowest trades of our common stock during the 10 trading days immediately preceding a conversion date.

 

 

23,500

 

 

 

---

 

July 13, 2022: $80,000 original principal amount; interest at 10% per annum; principal and interest due January 13, 2023; convertible at 60% of the lowest trade of our common stock during the 20 trading days immediately preceding a conversion date.

 

 

100,000

 

 

 

---

 

July 15, 2022: $53,000 original principal amount; interest at 8% per annum; principal and interest due July 15, 2023; convertible at 65% of the three lowest trades of our common stock during the 10 trading days immediately preceding a conversion date.

 

 

53,000

 

 

 

---

 

September 1, 2022: $55,000 original principal amount, with OID of $5,500; interest at 12% per annum; principal and interest due September 1, 2023; convertible at $.0007 per share after six months. We have the right to repay this note at any time at a 125% premium.

 

 

55,000

 

 

 

 

 

 

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Table of Contents

 

Off-Balance Sheet Arrangements

 

At January 31, 2023, 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 accounting policies are more fully described in Note 1 of our financial statements, which begin on page F-1. The preparation of financial statements in conformity with generally accepted accounting principles 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 best knowledge of current and anticipated events, actual results could differ from the estimates.

 

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

 

Directors and Executive Officers

 

The following table sets forth the names and ages of our company’s current directors and executive officers.

 

Name

 

Age

 

Position(s)

Frank Murtha

 

77

 

Contract President, Chief Executive Officer and Director

John JJ Coyne

 

57

 

Contract Executive Vice President and Director

Gregory F. Campbell

 

61

 

Chief Financial Officer

Britt Jennings

 

55

 

Director

Steve Videtich

 

51

 

Vice President of Team Interface

Kevin McLenithan

 

44

 

Vice President of Sales, Marketing and Investor Relations

Michael P. McCarthy

 

69

 

Senior Vice President of Football Operations

 

Our Directors serve until the earlier occurrence of the election of his successor at the next meeting of shareholders, death, resignation or removal by the Board of Directors. Officers serve at the discretion of our Board of Directors. There are no family relationships between or among our directors and executive officers.

 

Certain information regarding the backgrounds of each of our officers and directors is set forth below.

 

Frank J. Murtha has served as our contract President and Chief Executive Officer and a Director since February 2020, and previously served as Senior Executive Vice President from June 2017 to February 2020. He attended the University of Notre Dame, received a BA degree in Government & International Relations, and was a member of the varsity baseball team. Mr. Murtha attended Northwestern University School of Law, where he received his JD and was the Recipient of two Ford Foundation grants for advanced study in criminal law. He worked at a major Union Pension Fund, assigned to legal staff working primarily on real estate and secured transaction matters in connection with loan portfolio and was House Counsel in his last position. He then worked at the US Department of Justice (“DOJ”), as an Assistant US Attorney for the Northern District of Illinois. Mr. Murtha was assigned to the Special Investigations Unit, handling primarily complex financial crimes. He handled numerous high-profile cases involving bank, insurance, and corporate frauds as well as several major organized crime prosecutions. Mr. Murtha resigned his position with the DOJ when US Attorney James R. Thompson (who was one of his teachers at Northwestern Law) left office to begin his successful campaign for Illinois Governor. Mr. Murtha then entered private law practice specializing in civil and criminal litigation, real estate transactions and representation of athletes. From 1983 to present, he has represented professional athletes and media talent in contract negotiations, and tax and financial planning and also represented high net worth individuals in the acquisitions of sports franchises and properties. Mr. Murtha has represented major stars and minor league players in baseball and football, including Wade Boggs, and Randy Johnson, Craig Counsel, Joe Girardi and Cecil Fielder and Bobby Thigpen. Mr. Murtha is President of Professional Sports Consultants, Inc., with offices in the Chicago area, a full-service firm that includes full time marketing personnel. This practice includes football and baseball, with present and former clients including Kevin Carter, Olandis Gary, Al Del Greco, Brad Meester, Akiem Hicks, Corey Clement, Cooper Carlisle, Ed Hartwell, David Bowens, Jason Baker and Nigel Thatch, better known as “Leon,” of Budweiser commercial fame and currently portraying Malcolm X in the movie Selma and the series Godfather of Harlem. Mr. Murtha has extensive experience in arbitration and litigation matters as well as labor-management issues and formed and headed the first union for the Arena Football League Players in 2000, successfully negotiating its first Collective Bargaining Agreement. Mr. Murtha is Adjunct Professor at Northwestern University Graduate School, teaching Sports Labor Relations and Negotiations.

 

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Table of Contents

 

John JJ Coyne has served as our contract Executive Vice President since July 2017 and as a Director since February 2020. Previously, Mr. Coyne was Vice President of Supply Chain Management and Project Management for the Company from December 2013 to July 2017.Previously, Mr. Coyne was the Director of Procurement & Supply Chain Management at Vubiquity (formerly Avail-TVN), a privately held media and entertainment company, the largest global provider of end-to-end premium content managed services and technical solutions. Previous to Vubiquity, Mr. Coyne held the positions of Supply Chain Manager, Master Scheduler and Senior Buyer/Planner with Orchid Orthopedic Solutions (formerly Sandvik Medical Solutions), a world-leader in contract design and manufacture of implants, complex spinal surgical instruments, and innovative technologies for the orthopedic, dental, and cardiovascular markets. Before transitioning to the private sector, Mr. Coyne enjoyed a successful and decorated career in the United States Navy where he served as a Supply Corps Officer in the aviation, surface, and submarine enterprises. Mr. Coyne holds a Bachelor of Science in Economics from Excelsior College, a Master of Science in Operations Management from the University of Arkansas, a Master of Business Administration (Sports Management) from Columbia Southern University and a Master Certificate in Applied Project Management from Villanova University.

 

Gregory F. Campbell has served as our Chief Financial Officer since February 2022. From 2014 to 2021, Mr. Campbell served as Chief Financial Officer of the NBA’s Detroit Pistons. From 2004 to 2013, Mr. Campbell served as an executive officer of the NBA’s Memphis Grizzlies, first as Chief Financial Officer from 2004 to 2008, then as President until 2013.

 

Britt Jennings has served as a Director of our company since February 2020. Over a successful thirty-year career, Mr. Jennings has focused on providing strategic taxation and accounting services for high-net-worth individuals and small to medium-sized businesses, including clients in the real estate industry. Mr. Jennings has experience in a wide array of business classifications, from construction to personal service to research & development. Since January 19, 2019, Mr. Jennings has been the manager of Bedrock Loans, LLC, which manages the Bedrock Fund. From January 1, 1999 to December 31, 2019, Mr. Jennings was the Founder of Jennings and Associates, PLLC, a full services tax and accounting firm in Atlanta, Georgia. Mr. Jennings holds a Bachelor of Science in Accounting and Master of Taxation degrees from Georgia State University and is a licensed Certified Public Accountant in the State of Georgia.

 

Steve Videtich has served as our Vice President of Team Interface since February 2022. With over 25 years in pro football, Steve brings a unique skill set to the Company as he has been a player, coach, and general manager. Mr. Videtich has experience at both the Team and League levels and understands the challenges of starting from scratch and growing a professional sports organization. After graduating and finishing his college career at North Carolina State University, Steve found his way to the Arena Football League where he would enjoy an outstanding career from 1996-2008, highlighted by two Kicker of the Year Awards. During this time, he found his passion with the business aspects of sports. Spending his off seasons working with teams in the AFL and MLS as well as the AFL League Offices in New York City, Steve grew his knowledge and understanding of sports business. After retiring from playing, Mr. Videtich was named the general manager of the Utah Blaze in 2009.

 

Michael P. McCarthy has served as our Senior Vice President of Football Operations since February 2022. Since joining the New England Patriots of the NFL as a scout in 1979, Mr. McCarthy has spent the last 37 years in various capacities as an executive, administrator and talent evaluator in four professional football leagues, NFL, CFL, USFL and AFL. 28 of his 37 years of service in pro football have been spent north in the Canadian Football League (CFL), including 15 years with the Hamilton Tiger-Cats, including as Director, Football Operations. His most recent stint in the CFL was as a college and pro scout with the CFL’s B.C. Lions, after five years with the CFL’s Montreal Alouettes. In addition to his duties with the B.C. Lions, Mr. McCarthy served on the Board of Directors for the Canadian Football Hall of Fame, as appointed by the City of Hamilton, in the capacity of Vice-Chairman.

 

Key Personnel

 

In addition to our executive officers, we believe that there is one other person who serves in a vital role within the operational framework of our company. Information with respect to this key person is set forth below.

 

Thomas J. Lewand. Thomas J. Lewand serves our company as a Special Executive Consultant. Mr. Lewand is the former President and CEO of the Detroit Lions of the NFL. Mr. Lewand was with the Lions for 20 years, serving as its Executive Vice President and COO, and President and CEO from 2008 to 2015. During his tenure, he supervised the design and development of Ford Field and held key positions at the NFL League Level, including as a member of the Super Bowl, Collective Bargaining and Draft Committees. Mr. Lewand oversaw the development of key vendor relationships for the Lions, and the creation of subsidiary corporations which expanded team income and growth. From 2016 to 2020, he served as CEO of Shinola Detroit, a luxury goods retailer, where he led the company’s reorganization and return to profitability. Mr. Lewand earned Bachelor of Arts, MBA and JD degrees from the University of Michigan, Ann Arbor.

 

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Table of Contents

 

Conflicts of Interest

 

Certain of our officers and directors are engaged in other businesses, either individually or through partnerships and corporations in which they have an interest, hold an office or serve on a board of directors. As a result, certain conflicts of interest may arise between our company and these officers and directors. We will attempt to resolve such conflicts of interest in favor of our company. Our officers and directors are accountable to us and our shareholders as fiduciaries, which requires that these officers and directors exercise good faith and integrity in handling our company’s affairs. A shareholder may be able to institute legal action on behalf of our company or on behalf of itself and other similarly situated shareholders to recover damages or for other relief in cases of the resolution of conflicts is in any manner prejudicial to us.

 

Corporate Governance

 

We do not have a separate Compensation Committee, Audit Committee or Nominating Committee. These functions are conducted by our Board of Directors acting as a whole. During the year ended April 30, 2022, our Board of Directors held no meetings, but took action by written consent in lieu of a meeting on 22 occasions.

  

There are no understandings between any director of our company or any other person pursuant to which any officer or director was or is to be selected as an officer or director.

 

Independence of Board of Directors

 

None of our directors is independent, within the meaning of definitions established by the SEC or any self-regulatory organization. We are not currently subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include independent directors.

 

Shareholder Communications with Our Board of Directors

 

Our company welcomes comments and questions from our shareholders. Shareholders should direct all communications to our President and Chief Executive Officer, Frank Murtha, at our executive offices. However, while we appreciate all comments from shareholders, we may not be able to respond individually to all communications. We will attempt to address shareholder questions and concerns in our press releases and documents filed with the SEC, so that all shareholders have access to information about us at the same time. Mr. Murtha collects and evaluates all shareholder communications. All communications addressed to our directors and executive officers will be reviewed by those parties, unless the communication is clearly frivolous.

 

Code of Business Conduct

 

We have adopted a Code of Business Conduct that also applies to our principle executive officer and principal financial officer. The text of the Code of Business Conduct is available on our website, at www.mlfb.com. Upon written request mailed to our principal office, we shall provide to any person without charge a copy of our Code of Business Conduct.

 

EXECUTIVE COMPENSATION

 

In General

 

Currently, our management is unable to estimate accurately when, if ever, our company will possess sufficient capital, whether derived from sales revenues, this offering or otherwise, for the payment of increased salaries to our management.

 

As of the date of this Prospectus, there are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of our company, pursuant to any presently existing plan provided by, or contributed to, our company.

 

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Table of Contents

 

Compensation Summary

 

The following table summarizes information concerning the compensation awarded, paid to or earned by, our executive officers.

 

Summary Compensation Table

 

 

 

 

 

Name and Principal Position

 

 

Fiscal

Year

Ended

4/30

 

 

 

 

Salary

($)

 

 

 

 

Bonus

($)

 

 

 

Stock

Awards

($)

 

 

 

Option

Awards

($)

 

 

Non-Equity Incentive Plan Compensation

($)

 

Non-qualified

Deferred

Compensation

Earnings

($)

 

 

All Other Compen-

sation

($)

 

 

 

 

Total

($)

Frank Murtha (1)(2)

CEO, President and Director

 

2022

2021

 

16,827

---

 

---

---

 

62,500

---

 

31,250

---

 

---

---

 

---

---

 

131,500

154,000

 

242,077

154,000

John JJ Coyne (5)

Executive Vice President

 

2022

2021

 

14,423

---

 

---

---

 

31,250

---

 

18,750

---

 

---

---

 

---

---

 

14,482

---

 

78,905

---

William J. Lyons (3)(7)

Former Chief Marketing Officer

 

2022

2021

 

14,423

---

 

---

---

 

3,125

---

 

3,125

---

 

---

---

 

---

---

 

---

---

 

20,673

---

Gregory Campbell (4)

Chief Financial Officer

 

2022

2021

 

25,385

---

 

---

---

 

---

---

 

---

---

 

---

---

 

---

---

 

1,500

---

 

26,885

---

Richard Nichols (6)(11)

Former Chief Operating Officer

 

2022

2021

 

14,423

---

 

---

---

 

18,750

---

 

6,250

---

 

---

---

 

---

---

 

---

---

 

39,423

---

Michael P. McCarthy (8)

Senior Vice President of Football Operations

 

2022

2021

 

14,423

---

 

---

---

 

18,750

---

 

6,250

---

 

---

---

 

---

---

 

1,000

---

 

40,423

---

Kevin McLenithan (9)

Vice President of Sales, Marketing

and IR

 

2022

2021

 

12,019

---

 

---

---

 

5,625

---

 

6,250

---

 

---

---

 

---

---

 

4,667

---

 

28,561

---

Steve Videtich (10)

Vice President of Team Interface

 

2022

2021

 

12,019

---

 

---

---

 

9,375

---

 

6,250

---

 

---

---

 

---

---

 

---

---

 

27,644

---

 

1.

Mr. Murtha compensation for 2022 is (1) $16,827 salary from February 28, 2022 to April 30, 2022 as the CEO and President of the Company (2) $100,000 for a consulting agreement effective May 1, 2021 through February 1, 2022 as the Contract CEO and President of the Company, (3) $62,500 of stock grant compensation, (4) $31,250 of warrant grant compensation and (5) $31,500 for home office expenses reimbursed by the Company.  Compensation for 2021 is (3) $120,000 for a consulting agreement effective May 1, 2020, as the Contract President and CEO of the Company, that provides $10,000 monthly for services provided and (2) $34,000 for home office expenses reimbursed by the Company. 

2.

Mr. Murtha became the sole Board member of the Company on February 18, 2020.

3.

On June 22, 2020, Mr. Lyons resigned his position with the Board of Directors, effective August 1, 2020, and resigned as Chief Marketing Officer on August 4, 2022.

4.

Mr. Campbell was appointed as the Chief Financial Officer of the Company on February 1, 2022, and his compensation for 2022 is (1) $25,385 of salary for which $10,962 is accrued and unpaid and (2) $1,500 of consulting fees.

5.

Mr. Coyne compensation for 2022 is (1) $14,423 salary from February 28, 2022 to April 30, 2022, as the Executive Vice President of the Company (2) $31,250 of stock grant compensation, (3) $18,750 of warrant grant compensation and (4) $14,482 of consulting fees. 

6.

Mr. Nichols compensation for 2022 is (1) $14,423 salary from February 28, 2022, to April 30, 2022, as the Chief Operating Officer of the Company (2) $18,750 of stock grant compensation and (3) $6,250 of warrant grant compensation. 

7.

Mr. Lyons compensation for 2022 is (1) $14,423 salary from February 28, 2022, to April 30, 2022, as the Chief Marketing Officer of the Company (2) $3,125 of stock grant compensation and (3) $3,125 of warrant grant compensation. 

8.

Mr. McCarthy compensation for 2022 is (1) $14,423 salary from February 28, 2022, to April 30, 2022, as the Senior Vice President of Football Operations of the Company (2) $18,750 of stock grant compensation, (3) $6,250 of warrant grant compensation and $1,000 of consulting fees. 

9.

Mr. McLenithan compensation for 2022 is (1) $12,019 salary from February 28, 2022, to April 30, 2022, as the  Vice President of Sales, Marketing and Investor Relations of the Company (2) $5,625 of stock grant compensation, (3) $6,250 of warrant grant compensation and $4,667 of consulting fees. 

10.

Mr. Videtich compensation for 2022 is (1) $12,019 salary from February 28, 2022, to April 30, 2022, as the Vice President of Team Interface of the Company (2) $9,375 of stock grant compensation and (3) $6,250 of warrant grant compensation. 

11.

On July 2, 2022, Mr. Nichols resigned his position as Chief Operating Officer of the Company.

 

Outstanding Option Awards

 

                The following table summarizes all outstanding equity awards for our named executive officers as of April 30, 2022, our latest fiscal year end.

 

 

 

Option Awards

 

 

Stock Awards

 

Name

 

Number of

Securities

Underlying

Unexercised

Options (#)

Exercisable

 

 

Number of

Securities

Underlying

Unexercised

Options (#)

Unexercisable

 

 

Equity

Incentive

Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options (#)

 

 

Option

Exercise

Price ($)

 

 

Option

Expiration

Date

 

 

Number of

Shares or

Units of

Stock That

Have Not

Vested (#)

 

 

Market

Value of

Shares or

Units of

Stock That

Have Not

Vested ($)

 

 

Equity

Incentive

Plan Awards:

Number of

Unearned

Shares, Units

or Other

Rights That

Have Not

Vested (#)

 

 

Equity

Incentive

Plan Awards:

Market or

Payout Value

of Unearned

Shares, Units

or Other

Rights That

Have Not

Vested ($)

 

Frank Murtha

 

 

1,200,000

 

 

 

---

 

 

 

---

 

 

 

0.05

 

 

7/14/2024

 

 

 

---

 

 

 

n/a

 

 

 

---

 

 

 

---

 

 

 

 

2,500,000

 

 

 

 

 

 

 

 

 

 

 

0.07

 

 

1/31/2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gregory Campbell

 

 

---

 

 

 

---

 

 

 

---

 

 

 

---

 

 

 

n/a

 

 

 

---

 

 

 

n/a

 

 

 

---

 

 

 

---

 

John JJ Coyne

 

 

1,500,000

 

 

 

---

 

 

 

---

 

 

 

0.07

 

 

1/31/2024

 

 

 

---

 

 

 

n/a

 

 

 

---

 

 

 

---

 

Richard Nichols (1)

 

 

500,000

 

 

 

---

 

 

 

---

 

 

 

0.07

 

 

1/31/2024

 

 

 

---

 

 

 

n/a

 

 

 

---

 

 

 

---

 

Michael P. McCarthy

 

 

500,000

 

 

 

---

 

 

 

---

 

 

 

0.07

 

 

1/31/2024

 

 

 

---

 

 

 

n/a

 

 

 

---

 

 

 

---

 

Kevin McLenithan

 

 

500,000

 

 

 

---

 

 

 

---

 

 

 

0.07

 

 

1/31/2024

 

 

 

---

 

 

 

n/a

 

 

 

---

 

 

 

---

 

Steve Videtich

 

 

500,000

 

 

 

---

 

 

 

---

 

 

 

0.07

 

 

1/31/2024

 

 

 

---

 

 

 

n/a

 

 

 

---

 

 

 

---

 

 

(1) On July 2, 2022, Mr. Nichols resigned his position as Chief Operating Officer of our company.

 

Employment Agreements

 

We have not entered into employment agreements with our executive officers. These persons have, however, entered into consulting agreements, pursuant to which they serve our company.

 

Frank Murtha. Effective May 1, 2021, we entered into a Consulting Service Agreement (the “Murtha Agreement”) with Frank Murtha, pursuant to which Mr. Murtha serves as our Contract President and Chief Executive Officer. Pursuant to the Murtha Agreement, Mr. Murtha was paid $10,000 per month for his services. The Murtha Agreement expired April 30, 2022. Mr. Murtha is now paid as an employee.

 

John JJ Coyne. Effective May 1, 2021, we entered into a Consulting Service Agreement (the “Coyne Agreement”) with John JJ Coyne, pursuant to which Mr. Coyne serves as our Contract Executive Senior Vice President. Pursuant to the Coyne Agreement, Mr. Coyne was paid $7,000 per month for his services. The Coyne Agreement expired April 30, 2022. Mr. Coyne is now paid as an employee.

 

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Table of Contents

 

Outstanding Equity Awards

 

Our Board of Directors has made no equity awards and no such award is pending.

 

Long-Term Incentive Plans

 

We currently have no employee incentive plans.

 

Director Compensation

 

Our directors receive no compensation for their serving as directors.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth information about the beneficial ownership of our common stock at April 4, 2023, for:

  

 

·

each person known to us to be the beneficial owner of more than 5% of our common stock;

 

·

each named executive officer;

 

·

each of our directors; and

 

·

all of our named executive officers and directors as a group.

 

Unless otherwise noted below, the address for each beneficial owner listed on the table is in care of Major League Football, Inc., 15515 Lemon Fish Drive, Lakewood Ranch, Florida 34202. We have determined beneficial ownership in accordance with the rules of the SEC. We believe, based on the information furnished to us, that the persons and entities named in the tables below have sole voting and investment power with respect to all shares of our common stock that they beneficially own, subject to applicable community property laws. We have based our calculation of the percentage of beneficial ownership on 1,534,808,059 shares of our common stock outstanding as of April 4, 2023. Except in the case of the holders thereof, our calculation does not give effect to shares underlying (1) awarded warrants to purchase shares our common stock and (2) options to purchase shares of our common stock under any employee stock plan that were issued and outstanding as of April 4, 2023.

  

In computing the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of our common stock subject to options, warrants, preferred stock or restricted stock units held by that person that are currently exercisable or convertible or exercisable or convertible within 60 days of February 24, 2023. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

  

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Table of Contents

 

Name of Shareholder

 

Number of Shares

Beneficially Owned

 

 

Percentage of Common Stock

Beneficially Owned(1)

 

Common Stock

 

 

 

 

 

 

Directors, Executive Officers and Key Personnel

 

 

 

 

 

 

Frank Murtha

 

 

9,934,580

(2)

 

 

*

 

Gregory F. Campbell

 

 

1,750,000

(3)

 

*

 

John JJ Coyne

 

 

4,0200,000

(4)

 

*

 

Britt Jennings

 

 

37,900,000

(5)

 

 

2.47

%

Michael P. McCarthy

 

 

2,015,000

(6)

 

*

 

Thomas J. Lewand

 

 

2,500,000

 

 

*

 

Kevin McLenithan

 

 

950,000

(7)

 

*

 

Steve Videtich

 

 

1,265,000

(8)

 

*

 

Officers, directors and key personnel, as a group (8 persons)

 

 

63,584,580

(9)

 

 

4.14

%

 

 

*

Less than 1%.

 

(1)

We have based our calculation of the percentage of beneficial ownership of common stock on 1,534,808,059 shares outstanding as of April 4, 2023. Except in the case of the holders thereof, our calculation does not give effect to shares underlying (1) awarded warrants to purchase shares our common stock and (2) options to purchase shares of our common stock under any employee stock plan that were issued and outstanding as of April 4, 2023.

 

(2)

Includes (a) a total of 3,700,000 unissued shares that underlie currently exercisable warrants and options and (b) 4,880 shares held by Mr. Murtha’s ex-wife and 800 shares held by relatives of Mr. Murtha, as to which Mr. Murtha disclaims beneficial ownership, because he does not have voting and investment power with respect to such shares.

 

(3)

500,000 of these shares have not been issued, but underlie currently exercisable warrants.

 

(4)

Includes a total of 1,500,000 unissued shares that underlie currently exercisable warrants.

 

(5)

Includes 4,400,000 shares in the name of Mr. Jennings’ child that lives in the same household and for which Mr. Jennings’ spouse is the custodian.

 

(6)

Includes a total of 500,000 unissued shares that underlie currently exercisable warrants.

 

(7)

Includes 500,000 unissued shares that underlie currently exercisable warrants.

 

(8)

Includes 500,000 unissued shares that underlie currently exercisable warrants.

 

(9)

Includes a total of 11,700,000 unissued shares that underlie currently exercisable warrants and options.

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

Consulting Agreements

 

We have not entered into employment agreements with our executive officers. These persons have, however, entered into consulting agreements, pursuant to which they serve our company.

 

Frank Murtha. Effective May 1, 2021, we entered into a Consulting Service Agreement (the “Murtha Agreement”) with Frank Murtha, pursuant to which Mr. Murtha serves as our Contract President and Chief Executive Officer. Pursuant to the Murtha Agreement, Mr. Murtha was paid $10,000 per month for his services. The Murtha Agreement expired April 30, 2022. Mr. Murtha is now paid as an employee.

 

John JJ Coyne. Effective May 1, 2021, we entered into a Consulting Service Agreement (the “Coyne Agreement”) with John JJ Coyne, pursuant to which Mr. Coyne serves as our Contract Executive Senior Vice President. Pursuant to the Coyne Agreement, Mr. Coyne was paid $7,000 per month for his services. The Coyne Agreement expired April 30, 2022. Mr. Coyne is now paid as an employee.

 

William J. Lyons. Effective November 16, 2018, we entered into a Master Business Agreement (the “Master Agreement”) with BDB Entertainment, Inc. to provide services related to our then-planned 2019 football season. BDB Entertainment is owned by William J. Lyons, our Chief Marketing Officer. Effective December 31, 2020, the Master Agreement was changed to reflect a different entity controlled by Mr. Lyons, William Lyons Associates, Inc., and has a term through December 31, 2021, and provides for both cash and common stock payments for its services rendered. However, the services to be provided are contingent on our obtaining a minimum of $3,000,000 of funding by December 31, 2021.

 

From January 30, 2019, to November 7, 2019, we made payments under the Master Agreement in the total amount of $52,500 as a good faith payment. Additionally, the Master Agreement specified that we would reimburse Mr. Lyons’ consulting firm for out-of-pocket expenses and, in May 2019, we paid $18,131 in this regard.

 

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Stock and Warrant Grants

 

Through the date of this Prospectus, our Board of Directors has made grants of shares of our common stock and warrants to purchase shares of our common stock to certain of our officers, directors and key personnel, as follows:

 

Name

 

No. of Shares

 

 

Number of

Warrants

 

 

Warrant

Exercise Price

 

 

Warrant

Expiration Date

 

Frank Murtha

 

 

5,000,000

 

 

 

2,500,000

 

 

$

0.07

 

 

1/31/2024

 

John JJ Coyne

 

 

2,500,000

 

 

 

1,500,000

 

 

$

0.07

 

 

1/31/2024

 

Richard E. Nichols(1)

 

 

1,500,000

 

 

 

500,000

 

 

$

0.07

 

 

1/31/2024

 

William G. Lyons(1)

 

 

250,000

 

 

 

250,000

 

 

$

0.07

 

 

1/31/2024

 

Michael P. McCarthy

 

 

1,500,000

 

 

 

500,000

 

 

$

0.07

 

 

1/31/2024

 

Gregory F. Campbell

 

 

1,250,000

 

 

 

500,000

 

 

$

0.03

 

 

8/22/2025

 

____________________________________________

(1)    Former officer

 

Other Related-Party Transactions

 

At April 30, 2022 and 2021, the Company has recorded $210,868 and $177,868, respectively of accounts payable – related parties for Company related expenses. The April 30, 2022, balance of $210,868 is comprised of (1) $199,500 owed to the President, CEO, and member of the Board of Directors for payments made on behalf of the Company, (2) $10,961 owed to the Chief Financial Officer of the Company, (3) $336 owed to the Senior Vice President of Football Operations and (4) $71 owed to the Vice President of Team Interface.

 

The $199,500 owed to the President, CEO and member of the Board of Directors includes $161,200 of expenses related to a consulting agreement with the Company, $36,800 of expenses related to an office in home and $1,500 of advances made to the Company. The $10,962 owed to the Chief Financial Officer of the Company is for the accrual of unpaid payroll from February 1, 2022, to February 25, 2022.  The $336 owed to the Senior Vice President of Football Operations and $71 owed to the Vice President of Team Interface are for accrued and unpaid expenses paid on behalf of the Company.

 

Loans

  

On March 5, 2020, and August 12, 2020, Britt Jennings, a member of our Board of Directors, provided $55,000 of proceeds to us through the issuance of two note payables, one for $25,000 and another for $30,000. The notes payable terms include an annual interest rate of 10% and were both payable on December 31, 2022, by virtue of an extension. At April 30, 2022, we owed Mr. Jennings a total of $65,529 in principal and interest under the notes payable.

   

Review and Approval of Transactions with Related Persons

 

We do not have a formal, written policy solely for the review and approval of transactions with related parties. However, our Code of Ethics provides guidelines for reviewing and handling conflict of interest transactions with our directors, officers, and employees. The Board of Directors is responsible for reviewing all related party transactions. Before approving any such transaction, the Board of Directors would take into account all relevant facts and circumstances that it deems appropriate, including, but not limited to, the risks, costs and benefits to the Company, the terms of the transaction, the availability of other sources for comparable services or products, and if applicable, the impact on a director’s independence. Only those transactions that, considering known circumstances, are fair as to, and in the best interests of the Company and its stockholders, as the Board of Directors determines in the good faith exercise of its discretion, shall be approved.

 

DESCRIPTION OF SECURITIES

 

General

 

Our authorized capital stock consists of 2,000,000,000 shares of common stock, $.001 par value per share.

  

As of the date of this Prospectus, there were 1,534,808,059 shares of our common stock issued and outstanding held by 589 holders of record; and 553,216,322 shares of our common stock reserved for the issuance upon the conversion of outstanding convertible instruments.

   

Common Stock

 

The holders of our common stock are entitled to one vote per share on all matters submitted to a vote of the shareholders, including the election of directors. Generally, all matters to be voted on by shareholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy. Except as otherwise provided by law, amendments to our Certificate of Incorporation generally must be approved by a majority of the votes entitled to be cast by all outstanding shares of our common stock. Our Certificate of Incorporation does not provide for cumulative voting in the election of directors. Holders of our common stock will be entitled to such cash dividends as may be declared from time to time by the Board from funds available. Holders of our common stock have no preemptive rights to purchase shares of our common stock. The issued and outstanding shares of our common stock are not subject to any redemption provisions and are not convertible into any other shares of our capital stock. Upon our liquidation, dissolution or winding up, the holders of our common stock will be entitled to receive pro rata all assets available for distribution to such holders.

 

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Table of Contents

 

Warrants

 

The following table summarizes our outstanding common stock warrants, as of January 31, 2023.

  

 

 

 

Stock Warrants Outstanding

 

 

 

Number of

 

 

Weighted Average

Exercise

 

 

Weighted Average Remaining Contractual

 

 

Aggregate Intrinsic

 

 

 

Warrants

 

 

Price

 

 

Life (Years)

 

 

Value#

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, April 30, 2022

 

 

62,970,000

 

 

$0.027

 

 

 

3.85

 

 

$

-

 

Expired

 

 

(1,500,000)

 

$-

 

 

 

-

 

 

$

-

 

Issued

 

 

271,874,666

 

 

$0.0058

 

 

 

2.45

 

 

38,500

 

Adjustment from total ratchet provision July 29, 2022

 

 

394,640,634

 

 

$0.0058

 

 

 

-

 

 

 

-

 

Exercised

 

 

(167,730,445)

 

 

-

 

 

 

-

 

 

 

-

 

Adjustment from total ratchet provision September 15, 2022

 

 

2,207,051,125

 

 

$

0.0007

 

 

 

-

 

 

$

-

 

Adjustment from total ratchet provision January 26, 2023

 

 

1,575,771,842

 

 

0.00045

 

 

 

-

 

 

 

-

 

Outstanding, January 31, 2023

 

 

4,343,077,822

 

 

$0.00068

 

 

 

3.58

 

 

$

1,458,716

#

Exercisable, January 31, 2023

 

 

4,167,761,156

 

 

$0.00045

 

 

 

3.58

 

 

$

1,458,716

#

#Includes intrinsic value associated with anti-dilution ratchet issuances.

  

Stock Options

 

The following table summarizes our outstanding stock options, as of January 31, 2023.

  

 

 

 

Number of Options

 

 

Weighted Average

Exercise Price

 

 

Weighted Average

Remaining Contractual

Life (Years)

 

Outstanding, April 30, 2022

 

 

1,200,000

 

 

 

0.05

 

 

 

2.21

 

Outstanding, January 31, 2023

 

 

1,200,000

 

 

 

0.05

 

 

 

1.45

 

Exercisable, January 31, 2023

 

 

1,200,000

 

 

 

0.05

 

 

 

1.45

 

 

Convertible Promissory Notes

  

As of January 31, 2023, we had outstanding the convertible promissory notes indicated in the table below.

   

Description of Terms

 

Principal

Balance

at 1/31/23

 

 

Principal

Balance

at 4/30/22

 

April 14, 2016: $50,000 original principal amount; interest at 5% per annum; principal and interest were payable April 14, 2017; convertible at $.30 per share. This note is in default.

 

$32,500

 

 

$37,500

 

May 2, 2019: $100,000 original principal amount, with $2,150 of original issue discount (OID); interest at 10% per annum; principal and interest were payable May 2, 2020; convertible at 60% of the average of the two lowest trades of our common stock during the 15 trading days immediately preceding a conversion date. This note is in default.

 

 

---

 

 

 

6,000

 

May 8, 2019: $150,000 original principal amount; interest at 12% per annum; principal and interest were due February 8, 2020; convertible at the lower of (a) the lowest trade during the previous 25 trading days or (b) 61% of the of the lowest trade during the 25 trading days immediately preceding a conversion date. This note is in default, with interest at the default rate of 24%.

 

 

138,483

 

 

 

138,483

 

 

 

 

 

 

 

 

 

 

May 17, 2018: $80,000 original principal amount; interest at 10% per annum; principal and interest due May 17, 2019; secured by all of our assets; convertible at 60% of the of the lowest trade of our common stock during the 10 trading days immediately preceding a conversion date. This note is in default, with interest at the default rate of 18%.

 

 

16,802

 

 

 

16,802

 

November 24, 2021: $315,000 original principal amount, with $31,500 of OID; interest at 12% per annum; principal and interest due November 24, 2022; secured by all of our assets; convertible at $.008 per share. We have the right to repay this note at anytime without penalty.

 

 

---

 

 

 

315,000

 

January 4, 2022: $55,000 original principal amount; interest at 8% per annum; principal and interest due January 4, 2023; convertible at 65% of the of the average of the three lowest trades of our common stock during the 10 trading days immediately preceding a conversion date. We have the right to repay this note without penalty after six months following issuance.

 

 

---

 

 

 

55,000

 

April 18, 2022: $560,000 original principal amount, with $56,000 of OID; interest at 12% per annum; principal and interest due April 18, 2023; convertible at $0.0058 per share. We have the right to repay this note without penalty.

 

 

560,000

 

 

 

560,000

 

May 23, 2022: $560,000 original principal amount, with $56,000 of OID; interest at 16% per annum; principal and interest due May 23, 2023; convertible at $0.0058 per share. We have the right to repay this note without penalty.

 

 

560,000

 

 

 

---

 

June 29, 2022: $80,000 original principal amount; interest at 8% per annum; principal and interest due June 29, 2023; convertible at 65% of the three lowest trades of our common stock during the 10 trading days immediately preceding a conversion date.

 

 

55,000

 

 

 

---

 

July 13, 2022: $80,000 original principal amount; interest at 10% per annum; principal and interest due January 13, 2023; convertible at 60% of the lowest trade of our common stock during the 20 trading days immediately preceding a conversion date.

 

 

100,000

 

 

 

---

 

July 15, 2022: $53,000 original principal amount; interest at 8% per annum; principal and interest due July 15, 2023; convertible at 65% of the three lowest trades of our common stock during the 10 trading days immediately preceding a conversion date.

 

 

53,000

 

 

 

---

 

September 1, 2022: $55,000 original principal amount, with OID of $5,500; interest at 12% per annum; principal and interest due September 1, 2023; convertible at $.0007 per share after six months. We have the right to repay this note at any time at a 125% premium.

 

 

55,000

 

 

 

 

 

     

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Table of Contents

 

Equity Compensation Plans

 

We have adopted equity compensation plans for the benefit of certain of our employees. The following table summarizes our equity compensation plans, as of the date of this Prospectus.

 

 

 

Equity Compensation Plan Information

 

 

 

 

 

 

 

Plan Category

 

  

 

Number of securities to

be issued upon exercise

of outstanding options,

warrants and rights (a)

 

 

 

 

 

Weighted- average

exercise price of

outstanding options,

warrants and rights (b)

 

 

Number of securities

remaining available for

future issuance under

equity compensation

plans, excluding

securities reflected

in column (c)

 

Equity compensation plans approved by security holders(1)

 

1,200,000

 

 

.05

 

 

9,200,000

 

Equity compensation plans not approved by security holders(2)

 

62,970,000

 

 

.04

 

 

0

 

Total

 

 

64,170,000

 

 

 

.09

 

 

 

9,200,000

 

  

(1)

Reflects the following Company Equity compensation plans for the benefit of our directors, officers, employees ,and consultants: (i) our 2006 Equity Incentive Plan (“2006 Plan”), for which we have reserved 400,000 shares of our common stock for such persons pursuant to that plan; and (ii) our 2014 Employee Stock Plan (“2014 Plan”) for which we have reserved 10,000,000 shares of our common stock for such persons pursuant to that plan. This amount represents stock options outstanding at April 30, 2022.

(2)

Represents stock warrants outstanding at April 30, 2022.

 

Dividend Policy

 

We have never declared or paid any dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

 

Shareholder Meetings

 

Our bylaws provide that special meetings of shareholders may be called only by our Board of Directors, the chairman of the board or our president, or as otherwise provided under Delaware law.

 

Transfer Agent

 

We have retained the services of Pacific Stock Transfer Company, 6725 Via Austi Parkway, Suite 300, Las Vegas, Nevada 89119, as the transfer agent for our common stock. Pacific Stock Transfer’s website is located at: www.pacificstocktransfer.com. No information found on Pacific Stock Transfer’s website is part of this Prospectus.

 

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Table of Contents

 

SHARES ELIGIBLE FOR FUTURE SALE

 

Market sales of shares of our common stock after this Offering from time to time, and the availability of shares of our common stock for future sale, may reduce the market price of our common stock. Sales of substantial amounts of our common stock, or the perception that these sales could occur, could adversely affect prevailing market prices for our common stock and could impair our future ability to obtain capital, especially through an offering of equity securities. After the effective date of the Registration Statement, all of the Shares will be freely tradable without restrictions or further registration under the Securities Act, unless the Shares are purchased by our affiliates, as that term is defined in Rule 144 under the Securities Act. The balance of Shares which are not being registered will be eligible for sale pursuant to exemptions from registration. However, these shares not being registered are held by our management and other affiliates who are limited to selling only 1% of our issued and outstanding shares every 90 days.

 

Our common stock is considered a “penny stock” and will continue to be considered a penny stock so long as it trades below $5.00 per share and, as such, trading in our common stock is subject to the requirements of Rule 15g-9 under the Securities Exchange Act of 1934. Under this rule, broker/dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements. The broker/dealer must make an individualized written suitability determination for the purchaser and receive the purchaser’s written consent prior to the transaction.

 

SEC regulations also require additional disclosure in connection with any trades involving a “penny stock,” including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and its associated risks. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from recommending transactions in our securities, which could severely limit the liquidity of our securities and consequently adversely affect the market price for our securities. In addition, few broker or dealers are likely to undertake these compliance activities. Other risks associated with trading in penny stocks could also be price fluctuations and the lack of a liquid market. (See “Risk Factors”).

 

Rule 144

 

In general, under Rule 144, a person who has beneficially owned restricted shares for at least six months would be entitled to sell those securities provided that (1) such person is not deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, a sale and (2) we have been subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale and are current in filing our periodic reports. Persons who have beneficially owned restricted shares of common stock for at least six months but who are our affiliates at the time of, or any time during the 90 days preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed 1% of the number of shares of common stock outstanding. Such sales by affiliates must also comply with the manner of sale and notice provisions of Rule 144 and to the availability of current public information about us.

 

LEGAL MATTERS

 

The validity of the securities offered by this Prospectus will be passed upon for us by Newlan Law Firm, PLLC, Flower Mound, Texas.

 

EXPERTS

   

Our balance sheets as of April 30, 2022 and 2021, and the related statements of operations, changes in stockholders’ deficit and cash flows for the years ended April 30, 2022 and 2021, included in this Prospectus have been audited by Salberg & Company, P.A., independent registered public accounting firm, as indicated in their report with respect thereto, and have been so included in reliance upon the report of such firm given on their authority as experts in accounting and auditing.

  

DISCLOSURE OF COMMISSION’S POSITION ON

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

 

In the opinion of the Securities and Exchange Commission, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act and is, therefore, unenforceable. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 

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Table of Contents

 

WHERE YOU CAN FIND ADDITIONAL INFORMATION

 

We have filed with the SEC the Registration Statement on Form S-1 under the Securities Act with respect to the Shares being offered by this Prospectus. This Prospectus, which constitutes a part of the Registration Statement, does not contain all of the information in the Registration Statement and its exhibits. For further information with respect to our company and the Shares offered by this Prospectus, you should refer to the Registration Statement and the exhibits filed as a part thereof. Statements contained in this Prospectus as to the contents of any contract or any other document referred to are not necessarily complete and, in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the Registration Statement. Each of these statements is qualified in all respects by this reference.

 

We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports, proxy statements and other information with the SEC. You can read our SEC filings, including the Registration Statement, over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of these documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities. You may also request a copy of these filings, at no cost, by writing or telephoning us at: Major League Football, Inc., 15515 Lemon Fish Drive, Lakewood Ranch, Florida 34202; telephone: (847) 924-4332.

 

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, SHARES OF COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS REGARDLESS OF THE TIME OF DELIVERY OF THIS PROSPECTUS, OR OF ANY SALE OF OUR COMMON STOCK.

 

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Table of Contents

 

INDEX TO FINANCIAL STATEMENTS

 

Major League Football, Inc.

Unaudited Financial Statements

Nine Months Ended January 31, 2023

 

Balance Sheets as of January 31, 2023 (unaudited), and April 30, 2022

 

 

F-2

 

Statements of Operations for the Three and Nine Months Ended January31, 2023 and 2022 (unaudited)

 

 

F-3

 

Statements in Stockholders’ Equity (Deficit) for the Nine Months Ended January31, 2023 and 2022 (unaudited)

 

 

F-4

 

Statements of Cash Flows for the Nine Months Ended January31, 2023 and 2022 (unaudited)

 

 

F-7

 

Notes to Financial Statements (unaudited)

 

 

F-9

 

 

Major League Football, Inc.

Financial Statements

Years Ended April 30, 2022 and 2021

 

Report of Independent Registered Public Accounting Firm

 

 

F-49

Balance Sheets as of April 30, 2022 and 2021

 

 

F-51

Statements of Operations for the Years Ended April 30, 2022 and 2021

 

 

F-52

Statements in Stockholders’ Equity (Deficit) for the Years Ended April 30, 2022 and 2021

 

 

F-53

Statements of Cash Flows for the Years Ended April 30, 2022 and 2021

 

 

F-54

Notes to Financial Statements

 

 

F-56

 

F-1

Table of Contents

 

MAJOR LEAGUE FOOTBALL, INC.

BALANCE SHEETS

 

 

 

January 31,

2023

 

 

April 30,

2022

 

 

 

(Unaudited)

 

 

 

 ASSETS

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Cash

 

$5,520

 

 

$673,181

 

Accounts receivable

 

 

-

 

 

 

3,802

 

Prepaid fees

 

 

-

 

 

 

668

 

Prepaid consulting - related party

 

 

-

 

 

 

52,500

 

TOTAL CURRENT ASSETS

 

 

5,520

 

 

 

730,151

 

 

 

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT

 

 

 

 

 

 

 

 

Football and office equipment, net of accumulated depreciation of $114,161 and $0

 

 

480,240

 

 

 

518,133

 

TOTAL PROPERTY AND EQUIPMENT

 

 

480,240

 

 

 

518,133

 

 

 

 

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

 

 

 

Trademarks

 

 </