Introduction

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

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





Plan of Operation

The Company plans to establish, develop, and operate Major League Football ("MLFB") 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 Texas. 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 at least eight 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.

In March 2020, the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. Subsequently, the COVID-19 pandemic has continued to spread and various state and local governments have issued or extended "shelter-in-place" orders, which have impacted and restricted various aspects of the Company's operations. The spread of the pandemic has caused severe disruptions in the global economy and financial markets and could potentially create widespread business continuity issues of an unknown magnitude and duration.

MLFB is in the process of hiring several well-known and experienced 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 football. Management studied in depth the possibility of having a Demonstration Season in the summer of 2021 as a means of introducing MLFB as a league and overcoming some of the difficulties encountered because of COVID-19. While the pandemic has gradually eased and crowd capacities increased, this occurred too late in the process to commence a Demonstration Season. Management and our Board of Directors believe that we focus and allocate resources to our planned 2022 football season, and this will include preparation for a launch with training camp beginning in May of 2022.






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We believe that the planned spring 2022 football season will allow us to put an economically sustainable league and product on the field and one in which our shareholders can be proud for years. We are seeking to establish, develop and operate MLFB as a professional spring/summer football league. We intend to establish franchises in cities overlooked by existing professional sports leagues and provide fans with professional football in the National Football League ("NFL") off-seasons, which will enable us to take a totally non-adversarial approach towards the NFL. We have commenced the process of leasing playing venues and acquiring football equipment. We have obtained required workers compensation insurance for certain states where we will play games.

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. On January 24, 2022, the Company filed form 1-A Regulation A Offering Statement with the SEC for the sale of 125,000,000 shares of our $0.001 par value common stock at a range of $0.01 to $0.05 per share or a range of $1,250,000 to $6,250,000 of gross proceeds. There is no minimum number of shares of common stock that must be sold in the offering. The net proceeds from this offering would be utilized to fund our planned spring 2022 football season including equipment purchases and stadium deposits, general and administrative expenses and provide working capital for the Company. In the event we do not obtain the entire offering amount, we may attempt to obtain additional funds through private offerings of our securities or by borrowing funds. Currently, we do not have any committed sources of financing and we may not be able to achieve these capital-raising objectives. If the required capital is not obtained in the proposed timeframe, the Company's planned 2022 football season could be delayed or not occur.





Single Entity Structure

We intend to operate the league as a single entity owned, stand alone, independent sports league. The 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
    ·   Controlled costs

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.






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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 Alliance of American Football 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.

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's name recognition that comes with fantasy football.

MLFB also intends to create an 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. Much of the necessary preliminary work to meet this new strategy has already been performed by our previously announced external contractors, BDB Entertainment Group, Inc., and Red Moon Marketing.

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
    ·   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 respects the success of the NFL business model, MLFB's 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 intends 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 & 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.






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Financial Condition

As reflected in the unaudited financial statements, the Company had no revenues and had a net loss of $1,225,628 for the nine months ended January 31, 2022. Additionally, the Company had net cash used in operating activities of $318,920 for the nine months ended January 31, 2022. At January 31, 2022, the Company has a working capital deficit of $4,718,376, an accumulated deficit of $30,218,410 and a stockholders' deficit of $4,647,046, which could have a material impact on the Company's financial condition and operations.





Results of Operations

Three months ending January 31, 2022, compared to the three months ended January 31, 2021

For the three months ended January 31, 2022, and 2021, we had no revenue, respectively. The Company is working through its business plan to establish, develop and operate MLFB as a professional spring football league.

Total operating expenses for the three months ended January 31, 2022, were $104,150 as compared to total operating expenses for the three months ended January 31, 2021 of $81,507 or an increase of $22,643. The increase in expense from 2021 to 2022 was primarily from a $14,724 increase in professional fees and a $7,919 increase in general and administrative expenses. The increase in professional fees was primarily from a $6,084 increase in consulting and a $5,508 increase in audit fees. The increase in general and administrative expenses was primarily from a $2,918 increase in travel expenses, a $1,782 increase in rent expense and a $1,451 increase in filing fees.

Other income (expense) for the three months ended January 31, 2022, was $377,489 of expense compared to $3,046,339 of expense for the three months ended January 31, 2021 or a decrease in expense of $2,668,850. The decrease in expense from 2021 to 2022 was primarily from a $2,801,012 reduction in loss for change of fair value of conversion option liability. This was offset by a $131,827 increase in interest expense. The increase in interest expense was primarily from $68,857 of amortization of debt issue costs and original issue discount on convertible promissory notes, $29,615 from a put premium liability on a convertible unsecured promissory note and $33,355 for interest on other debt.

Because of the above, we had a net loss of $481,639 as compared to a net loss of $3,127,846 for the three months ended January 31, 2022, and 2021, respectively.

Nine months ending January 31, 2022, compared to the nine months ended January 31, 2021

For the nine months ended January 31, 2022, and 2021, we had no revenue, respectively. The Company is working through its business plan to establish, develop and operate MLFB as a professional spring football league.

Total operating expenses for the nine months ended January 31, 2022, were $620,652 as compared to total operating expenses for the nine months ended January 31, 2021 of $277,890 or an increase of $342,762. The increase in expense from 2021 to 2022 was primarily from a $326,927 increase in general and administrative expenses and a $15,865 increase in professional fees. The increase in general and administrative expenses was primarily from compensation expense for key Company individuals of $191,250 for common stock issued and $98,781 for the issuance of warrants, both with no comparable amount in 2021. Additionally, there was a $29,230 increase in rent expense in 2022 over 2021. The increase in professional fees was primarily from a $12,816 in consulting expense in 2022 over 2021.






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Other income (expense) for the nine months ended January 31, 2022, was $604,976 of expense compared to $2,746,737 of expense for the nine months ended January 31, 2021 or a decrease in expense of $2,141,761. The decrease in expense from 2021 to 2022 was primarily from a $2,416,665 decrease in the loss for change of fair value of conversion option liability. This was offset by a $220,963 increase in interest expense and $55,000 of settlement expense. The increase in interest expense was primarily from $96,948 of put premium liability expense for convertible unsecured promissory notes in 2022 with no comparable amount in 2021. Additionally, the increase in interest expense was from a $80,778 increase in the amortization of debt discounts on convertible promissory notes and an increase of $43,237 for interest on other debt. The $55,000 of settlement expense is from the issuance of a note payable to a party that paid for certain company expenses previously with no comparable amount in 2021.

Because of the above, we had a net loss of $1,225,628 as compared to a net loss of $3,024,627 for the nine months ended January 31, 2022, and 2021, respectively.

Liquidity and Capital Resources

From inception, our Company has relied upon the infusion of capital through equity transactions and the issuance of debt to obtain liquidity. We had only $18,278 of cash at January 31, 2022. 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.

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, 2022, and 2021:





                                                          For the Nine
                                                          Months Ended,
                                             January 31, 2022       January 31, 2021

Net cash used in operating activities $ (318,920 ) $ (128,405 ) Net cash used in investing activities

                     (500 )                    -
Net cash provided by financing activities              317,920                127,400

Net decrease in cash                        $           (1,500 )   $           (1,005 )

Net Cash Used in Operating Activities

Net cash used in operating activities was $318,920 during the nine months ended January 31, 2022, compared to $128,405 used during the nine months ended January 31, 2021, or an increase in cash used of $190,515. After adjusting for non-cash expense items of $740,656 in 2022 and $2,638,314 in 2021, adjusted net cash used in operations would be $484,972 in 2022 and $386,313 in 2021, or an increase of $98,659. 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 an increase in the operating expenses of the Company from 2020 to 2021.






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Net Cash Used in Investing Activities

Net cash used in investing activities was $500 during the nine months ended January 31, 2022, compared to $0 during the nine months ended January 31, 2021, or an increase of $500. The $500 during the nine months ended January 31, 2022, was for trademark filing fees.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $317,920 of net cash during the nine months ended January 31, 2022, as compared to $127,400 provided during the nine months ended January 31, 2021, or an increase of $190,520. The increase in net cash provided from 2021 to 2022 was primarily from (1) $405,920 of proceeds from the issuance of convertible secured promissory notes and $147,000 of proceeds from the issuance of convertible unsecured promissory notes in 2022 with no comparable amount in 2021, (2) $235,000 repayment of convertible secured promissory notes in 2022 with no comparable amount in 2021, (3) a $30,000 of proceeds from the issuance of a note payable - related party in 2021 with no comparable amount in 2022 and (4) $97,400 of proceeds from the sale of common stock in 2021 with no comparable amount in 2022.

Off-Balance Sheet Arrangements

At January 31, 2022, we did not have any off-balance sheet arrangements that we believe have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.





Critical Accounting Policies

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

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