MAJOR LEAGUE FOOTBALL INC - Quarter Report: 2023 January (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended January 31, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ______ to _______

Commission File Number: 000-51132

Major League Football, Inc.

(Exact name of registrant as specified in its charter)

Delaware		20-1568059
(State or other jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

15515 Lemon Fish Drive Lakewood Ranch, FL		34202
(Address of principal executive offices)		(Zip Code)

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

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

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

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

Large, accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
Emerging growth company	☐

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

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

Class		Outstanding as of March 10, 2023
Common Stock, $0.001 par value per share		1,487,728,183

TABLE OF CONTENTS

		Page

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	F-1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	10

Item 4.	Controls and Procedures	10

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	12

Item 1A.	Risk Factors	12

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12

Item 3.	Defaults Upon Senior Securities	14

Item 4.	Mine Safety Disclosures	14

Item 5.	Other Information	14

Item 6.	Exhibits	15

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

MAJOR LEAGUE FOOTBALL, INC.

FINANCIAL STATEMENTS

January 31, 2023

(UNAUDITED)

CONTENTS

		PAGE

BALANCE SHEETS		F-2

STATEMENTS OF OPERATIONS (Unaudited)		F-3

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (Unaudited)		F-4

STATEMENTS OF CASH FLOWS (Unaudited)		F-7

CONDENSED NOTES TO FINANCIAL STATEMENTS (Unaudited)		F-9

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		2,500			2,500
Security deposits		6,607			6,607
TOTAL OTHER ASSETS		9,107			9,107

TOTAL ASSETS	$	494,867		$	1,257,391

LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	3,167,083		$	1,740,655
Accounts payable - related parties		178,847			210,868
Accrued former officer compensation and payroll taxes		777,111			777,111
Accrued expenses		315,849			367,756
Accrued payroll		866,500			25,726
Subscription payable		30,000			-
Deferred revenue		-			3,802
State income taxes payable		110,154			110,154
Convertible unsecured promissory notes, net of $133,262 and $32,129 debt discounts and including put premiums		506,748			269,112
Convertible secured promissory notes, net of $260,487 and $462,468 debt discounts and including put premiums		877,341			429,385
Conversion option liability		1,359,494			197,508
Warrant derivative liability		2,747,389			-
Notes payable net of $31,714 and $0 debt discounts		520,586			357,300
Notes payable, related party		55,000			55,000
Accrued interest		462,514			361,400
Accrued interest - related party		14,687			10,529

TOTAL CURRENT LIABILITIES		11,989,303			4,916,306

COMMITMENTS AND CONTINGENCIES (NOTE 8)

STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value, 2,000,000,000 shares authorized;
1,214,831,545 and 527,327,424 shares issued and 1,213,331,545 and 525,827,424 shares outstanding at January 31, 2023 and April 30, 2022, respectively		1,213,331			525,827
Additional paid-in capital		26,408,756			26,477,739
Subscription receivable		(18,000	)		-
Accumulated deficit		(39,098,523	)		(30,662,481	)

TOTAL STOCKHOLDERS’ DEFICIT		(11,494,436	)		(3,658,915	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	494,867		$	1,257,391

See accompanying condensed notes to these unaudited financial statements.

F-2

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MAJOR LEAGUE FOOTBALL, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended						For the Nine Months Ended
	January 31, 2023			January 31, 2022			January 31, 2023			January 31, 2022

Revenue
Online store sales	$	-		$	-		$	9,180		$	-
Total Revenue		-			-			9,180			-

Cost of Revenue
Online store costs		-			-			7,365			-
Total Cost of Revenue		-			-			7,365			-

Gross Margin		-			-			1,815			-

Operating Expenses
Professional fees		64,906			68,448			282,718			207,739
Football camp expense		16,333			-			2,281,434			-
Compensation expense		370,412			-			1,587,407			-
Write off of prepaid investor relations		-			-			52,500			-
Rent expense		21,295			25,262			86,093			98,539
Depreciation expense		44,503			-			114,161			-
General and administrative expense		8,620			10,440			42,894			314,374
Total Operating Expenses		526,069			104,150			4,447,207			620,652

Operating Loss		(526,069	)		(104,150	)		(4,445,392	)		(620,652	)

Other Income (Expense)
Tax penalties and interest		(6,121	)		(5,766	)		(18,093	)		(17,044	)
Interest expense		(278,439	)		(162,370	)		(1,182,529	)		(317,293	)
Settlement income (expense)		-			-			38,200			(55,000	)
Other expense		(8,750	)		-			(17,500	)		(1,750	)
Gain (loss) from change in fair value of conversion option liability		865,331			(209,353	)		1,898,594			(213,889	)
Gain from change in fair value of warrant derivative liability		326,952			-			1,932,624			-
Total Other Income (Expense)		898,973			(377,489	)		2,651,296			(604,976	)

Net Income (Loss)	$	372,904		$	(481,639	)	$	(1,794,096	)	$	(1,225,628	)

Deemed Dividend		(1,253,479	)		-			(6,641,946	)		-

Net Loss Available to Common Shareholders	$	(880,575	)	$	(481,639	)	$	(8,436,042	)	$	(1,225,628	)

Basic and Diluted Net Loss Per Share Available to Common Shareholders	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)

Weighted Average Shares - Basic and Diluted - Available to Common Shareholders		986,424,784			464,280,438			1,271,899,252			445,410,759

See accompanying condensed notes to these unaudited financial statements.

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MAJOR LEAGUE FOOTBALL, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED JANUARY 31, 2023 AND 2022

(UNAUDITED)

								Additional						Total
	Common Stock				Subscription			Paid-In			Accumulated			Stockholders’
	Shares		Amount		Receivable			Capital			Deficit			Deficit

For the Three Months Ended January 31, 2023

Balance at October 31, 2022		862,653,385	$	862,653	$	-		$	25,759,205		$	(38,217,948	)	$	(11,596,090	)

Sale of common stock		85,000,000		85,000		(18,000	)		24,374			-			24,374
Common stock offering costs		-		-		-			(296,120	)		-			(296,120	)
Conversion of convertible unsecured promissory notes		47,269,303		47,269		-			(15,769	)		-			31,500
Conversion of convertible secured promissory notes		171,533,607		171,533		-			(51,459	)		-			120,074
Issuance of common stock for equity line of credit		46,875,250		46,876		-			(46,876	)		-			-
Reclassification from equity of initial conversion option derivative value		-		-		-			(56,020	)		-			(56,020	)
Reclassification from equity of initial warrant derivative value		-		-		-			(114,684	)		-			(114,684	)
Deemed dividend related to the triggering of the full ratchet anti-dilution provision of warrants at fair value		-		-		-			1,253,479			(1,253,479	)		-
Reclassification of put premium upon conversion of convertible unsecured promissory notes		-		-		-			19,626			-			19,626
Net income, three months ended January 31, 2023		-		-		-			-			372,904			372,904

Balance at January 31, 2023		1,213,331,545	$	1,213,331	$	(18,000	)	$	26,408,756		$	(39,098,523	)	$	(11,494,436	)

					Additional					Total
	Common Stock				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Deficit

For the Three Months Ended January 31, 2022

Balance at October 31, 2021		451,666,609	$	451,667	$	24,777,805	$	(29,736,771	)	$	(4,507,299	)

Conversion of convertible unsecured promissory notes		18,041,768		18,041		96,827		-			114,868
Conversion of convertible secured promissory note		1,000,000		1,000		6,200		-			7,200
Issuance of warrant with convertible secured promissory note		-		-		143,001		-			143,001
Reclassification of put premium upon conversion of convertible unsecured promissory notes		-		-		72,023		-			72,023
Reclassification of put premium upon conversion of convertible secured promissory note		-		-		4,800		-			4,800

Net loss, three months ended January 31, 2022		-		-		-		(481,639	)		(481,639	)

Balance at January 31, 2022		470,708,377	$	470,708	$	25,100,656	$	(30,218,410	)	$	(4,647,046	)

See accompanying condensed notes to these unaudited financial statements.

F-4

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MAJOR LEAGUE FOOTBALL, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE NINE MONTHS ENDED JANUARY 31, 2023 AND 2022

(UNAUDITED)

					Additional									Total
	Common Stock				Paid-In			Subscription			Accumulated			Stockholders’
	Shares		Amount		Capital			Receivable			Deficit			Deficit
For the Nine Months Ended January 31, 2023

Balance at April 30, 2022		525,827,424	$	525,827	$	26,477,739		$	-		$	(30,662,481	)	$	(3,658,915	)

Sale of common stock		114,157,141		114,157		478,017			(18,000	)		-			574,174
Common stock offering costs		-		-		(296,120	)		-			-			(296,120	)
Conversion of convertible unsecured promissory notes		51,414,230		51,414		37,286			-			-			88,700
Conversion of convertible secured promissory notes		279,132,055		279,131		288,615			-			-			567,746
Issuance of common stock for settlements		3,600,000		3,600		22,921			-			-			26,521
Issuance of common stock from cashless exercise of warrants		167,730,445		167,730		(167,730	)		-			-			-
Issuance of common stock with convertible unsecured promissory note		5,000,000		5,000		46,807			-			-			51,807
Issuance of common stock with note payable		1,000,000		1,000		17,953			-			-			18,953
Issuance of common stock to employee for services		1,250,000		1,250		2,188			-			-			3,438
Issuance of warrant to employee for services		-		-		1,211			-			-			1,211
Issuance of common stock to consultants for services		1,720,000		1,720		516			-			-			2,236
Issuance of common stock for equity line of credit		62,500,250		62,502		(37,111	)		-			-			25,391
Issuance of warrant with convertible secured promissory note		-		-		310,581			-			-			310,581
Issuance of warrant for equity line of credit		-		-		270,729			-			-			270,729
Reclassification from equity of initial conversion option derivative value		-		-		(3,060,580	)		-			-			(3,060,580	)
Reclassification from equity of initial warrant derivative value		-				(4,680,013	)		-			-			(4,680,013	)
Deemed dividend related to the triggering of the full ratchet anti-dilution provision of warrants at fair value		-		-		6,641,946			-			(6,641,946	)		-
Reclassification of put premium upon conversion of convertible secured promissory note		-		-		29,615			-			-			29,615
Reclassification of put premium upon conversion of convertible unsecured promissory notes		-		-		24,186			-			-			24,186
Net loss, nine months ended January 31, 2023		-		-		-			-			(1,794,096	)		(1,794,096	)

Balance at January 31, 2023		1,213,331,545	$	1,213,331	$	26,408,756		$	(18,000	)	$	(39,098,523	)	$	(11,494,436	)

See accompanying condensed notes to these unaudited financial statements.

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MAJOR LEAGUE FOOTBALL, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE NINE MONTHS ENDED JANUARY 31, 2023 AND 2022

(UNAUDITED)

											Additional					Total
	Common Stock				Common Stock Issuable						Paid-In		Accumulated			Stockholders’
	Shares		Amount		Shares			Amount			Capital		Deficit			Deficit

For the Nine Months Ended January 31, 2022

Balance at April 30, 2021		418,062,102	$	418,062		40,000		$	40		$	24,325,517	$	(28,992,782	)	$	(4,249,163	)

Issuance of common stock that was previously issuable		40,000		40		(40,000	)		(40	)		-		-			-
Issuance of common stock to consultants for services		15,300,000		15,300		-			-			175,950		-			191,250
Issuance of warrants to consultants for services		-		-		-			-			98,781		-			98,781
Conversion of convertible unsecured promissory notes		33,807,304		33,807		-			-			181,861		-			215,668
Conversion of convertible secured promissory note		3,498,971		3,499		-			-			9,699		-			13,198
Issuance of warrant with convertible secured promissory note		-		-		-			-			143,001		-			143,001
Reclassification of put premium upon conversion of convertible unsecured promissory note		-		-		-			-			161,047		-			161,047
Reclassification of put premium upon conversion of convertible secured promissory note		-		-		-			-			4,800		-			4,800
Net loss, nine months ended January 31, 2022		-		-		-			-			-		(1,225,628	)		(1,225,628	)

Balance at January 31, 2022		470,708,377	$	470,708		-		$	-		$	25,100,656	$	(30,218,410	)	$	(4,647,046	)

See accompanying condensed notes to these unaudited financial statements.

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MAJOR LEAGUE FOOTBALL, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Nine Months Ended,
	January 31, 2023			January 31, 2022

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,794,096	)	$	(1,225,628	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount on convertible unsecured promissory notes		39,588			12,222
Amortization of debt discount on convertible secured promissory notes		615,221			72,566
Amortization of debt discount on notes payable		38,439			-
Issuance of common stock to employee for services		3,438			-
Issuance of warrant to employee for services		1,211			-
Issuance of common stock to consultants for services		2,236			191,250
Issuance of warrants to consultants for services		-			98,781
Settlement expense (income)		(38,200	)		55,000
Late fee on convertible promissory note in default		-			1,750
Conversion fees on convertible unsecured promissory notes		17,500			-
Write off of prepaid investor relation fees		52,500			-
Accretion of put premium liability		178,153			96,948
Loss (Gain) from change in fair value of conversion option liability		(1,898,594	)		213,889
Gain from change in fair value of warrant derivative liability		(1,932,624	)		-
Depreciation expense		114,161			-
Changes in operating assets and liabilities:
Accounts receivable		3,802			-
Prepaid fees		668			(2,500	)
Accounts payable		1,426,428			35,288
Accounts payable - related parties		(32,021	)		29,782
Subscription payable		30,000			-
Deferred revenue		(3,802	)		-
Accrued expenses		5,593			17,043
Accrued payroll		840,774			-
Accrued interest		285,807			80,531
Accrued interest - related party		4,158			4,158
Net cash used in operating activities		(2,039,660	)		(318,920	)

CASH FLOWS FROM INVESTING ACTIVITIES
Trademark filling fees		-			(500	)
Purchase of football equipment		(76,268	)		-
Net cash used in investing activities		(76,268	)		(500	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible unsecured promissory notes, net of issue costs		202,000			147,000
Proceeds from issuance of convertible secured promissory notes, net of issue costs		512,290			405,920
Proceeds from issuance of notes payable, net of issue costs		173,800			-
Repayment of note payable		(5,000	)		-
Repayment of convertible unsecured promissory note		(8,997	)		-
Repayment of convertible secured promissory note		-			(235,000	)
Proceeds from sale of common stock		574,174			-
Net cash provided by financing activities		1,448,267			317,920

NET DECREASE IN CASH		(667,661	)		(1,500	)
CASH - BEGINNING OF PERIOD		673,181			19,778
CASH - END OF PERIOD	$	5,520		$	18,278

See accompanying condensed notes to these unaudited financial statements.

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MAJOR LEAGUE FOOTBALL, INC.

STATEMENTS OF CASH FLOWS (Continued)

(UNAUDITED)

	For the Nine Months Ended,
	January 31, 2023		January 31, 2022
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS
CASH PAID FOR INCOME TAXES	$	-	$	-
CASH PAID FOR INTEREST	$	1,003	$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES
Reduction of put premium liability related to conversion and payment of promissory notes	$	53,801	$	165,847
Conversion of convertible secured promissory note	$	368,974	$	13,198
Conversion of convertible unsecured promissory notes and accrued interest	$	88,700	$	12,498
Conversion of accrued interest on convertible secured promissory notes	$	101,616	$	-
Discounts related to convertible promissory notes	$	112,500	$	37,400
Fair value of warrants issued with secured convertible promissory notes	$	310,581	$	143,001
Reclassification from equity of initial conversion option derivative value	$	3,060,580	$	-
Reclassification from equity of initial warrant derivative value	$	4,680,013	$	-
Deemed dividend related to the triggering of the full ratchet anti-dilution provision of warrants at fair value	$	6,641,946	$	-
Warrant and common stock offering costs	$	296,120	$	-

See accompanying condensed notes to these unaudited financial statements.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

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

Major League Football, Inc. (the “Company,” “we,” “us” or “our”) 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 that was initiated in June 2022 was that the initial teams would be located in Ohio, Virginia, Arkansas, and Alabama. Our proposed spring playing schedule avoids all competition with the NFL and colleges and these initial cities have 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 commenced football training camp operations in June 2022 with a camp start date of July 18, 2022, which was located at Ladd-Peebles Stadium in Mobile, Alabama. The training camp was comprised of the four initial teams and included over 260 potential players and coaches. The camp included transportation of certain football equipment from a Texas warehouse along with the purchase of new equipment. However, due to a significant delay in negotiating the stadium lease, the Company was delayed in obtaining additional funding from a planned registration statement. The Company was funding the training camp operations from the sale of convertible promissory notes and the sale of common stock from an existing Regulation A offering. Because of a delay in funding, the Company suffered a significant cash flow issue with the payment of hotels and other training camp operating expenses. As a result, the Company shut down the training camp on July 29, 2022. As a result of the shutdown of the training camp, the Company has incurred a significant number of unpaid charges which are recorded as accounts payable at January 31, 2023.

We have commenced planning for a full spring football season in 2023, which is dependent on adequate funding, tentatively commencing with training camp in May 2023 and games from June through July 2023 and a championship game held in July 2023. This schedule is being developed with our broadcaster’s input as to what dates are compatible with their preferred broadcast schedule.

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.

Going Concern

The accompanying unaudited financial statements have been prepared assuming the Company will continue as a going concern. As reflected in the unaudited financial statements, the Company had limited revenues and had a net income (loss) of $372,904 and $(1,794,096) 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 has 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 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.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

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

On September 7, 2022, the Company announced that it had signed two Common Stock Purchase Agreements in the amount of $2,500,000 each or $5,000,000 combined that were contingent on the Company filing and approval from the Securities and Exchange Commission (“SEC”) of a Form S-1 Registration Statement. The Company filed a Form S-1 Registration Statement with the SEC, and it was declared effective on December 28, 2022. As a result, the Company commenced funding from the Common Stock Purchase Agreements in January 2023. As previously announced, the Company continues to move forward with plans to pay all obligations incurred while preparing for a full season of spring football in 2023. The key management team of the Company remains intact and dedicated to this goal. In addition to these two agreements, the Company continues to have discussions with other parties for potential funding. The Common Stock Purchase Agreements are contingent on certain stock trading volume requirements and amounts, which may not occur in a timely fashion, as it is dependent on the market pricing of our stock. To date, the Company has raised $66,375 under this offering. As a result, we may not be able to achieve these capital-raising objectives and if the required capital is not obtained in the proposed timeframe, the Company’s planned 2023 spring football season could be delayed or not occur, along with the Company’s obligations arising from its 2022 training camp.

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

COVID-19

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. 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.

The future operational and financial impact of the COVID-19 pandemic is difficult to determine, and it is not possible to predict the duration and severity of the economic disruption, government restrictions and stimulus, social distancing and phased re-opening of economies, nor estimate the impact that this may have on the Company, its financial condition, and its results of operations. While we believe that the coronavirus pandemic has not had a significant impact on our financial condition and results of operations at this time, the potential economic impact brought by the coronavirus pandemic, which may be exacerbated by the global macroeconomic uncertainty from the ongoing conflict between Russia and Ukraine, is difficult to assess or predict. There may be developments outside of our control that require us to adjust our operating plans. Given the nature of the situation, we cannot reasonably estimate the impact of the coronavirus pandemic on our financial condition, results of operations or cash flows in the future.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

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

Basis of Presentation

The accompanying interim period financial statements of the Company are unaudited pursuant to certain rules and regulations of the SEC and include, in the opinion of management, all adjustments (consisting of normal recurring accruals) necessary for a fair statement of the results of the periods indicated. Such results, however, are not necessarily indicative of results that may be expected for the full year. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. The accompanying unaudited financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2022, as filed with the SEC on July 29, 2022. The interim unaudited operating results for the three and nine months ended January 31, 2023 are not necessarily indicative of operating results expected for the full fiscal year.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future, actual results could differ from the estimates. Significant estimates in the accompanying unaudited financial statements include the useful life of property and equipment, valuation of derivative liabilities, estimates of loss contingencies, valuation of equity-based instruments issued for other than cash and valuation allowance on deferred tax assets.

Reclassification

The Company reclassed rent expense from general and administrative expense for the three and nine months ended January 31, 2022, in the amount of $25,262 and $98,539 to a separate line item to conform with current period presentation. Total operating expenses were unchanged.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at January 31, 2023 and April 30, 2022.

Concentrations - Concentration of Credit Risk

Certain financial instruments potentially subject the Company to concentrations of credit risk. These financial instruments consist primarily of cash. We maintain our cash balances in financial institutions that from time to time exceed amounts insured by the FDIC (up to $250,000, per financial institution as of January 31, 2023). At January 31, 2023, none of our deposit accounts exceeded the insured amount. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institution in which are deposits are held.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

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

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed, and any resulting gains or losses are included in the statement of operations.

Impairment of Long-Lived Assets

In accordance with ASC 360-10, “Long-lived assets,” which include property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.

Convertible Promissory Notes and Related Embedded Derivatives

We account for the embedded conversion option contained in convertible instruments under the provisions of FASB ASC Topic No. 815-40, “Derivatives and Hedging – Contracts in an Entity’s Own Stock”. The embedded conversion option within this Topic contained in the convertible instruments are accounted for as derivative liabilities at the date of issuance and adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivatives was determined using the Binomial Option Pricing model. On the initial measurement date, the fair value of the embedded conversion option derivative was recorded as a derivative liability and was allocated as debt discount up to the proceeds of the notes with the remainder charged to current period operations as initial derivative expense. Any gains and losses recorded from changes in the fair value of the liability for derivative contract is recorded as a component of other income (expense) in the accompanying unaudited Statements of Operations. The classification of equity-linked contracts is reassessed at each balance sheet date. If the classification required under this subtopic changes as a result of events during the period, the contract shall be reclassified at the date of the event that caused such reclassification. If reclassification is required, the change in fair valuer of the contract during the period the contract was classified as equity shall be accounted for as an adjustment to stockholders’ equity. The contract is subsequently adjusted to fair value through earnings. Such a reclassification event occurred during the three and nine months ended January 31, 2023, as more fully disclosed below.

The Company follows ASU 260 regarding changes to the classification of certain equity-linked financial instruments (or embedded features) with down round features and clarifies existing disclosure requirements for equity-classified instruments. For freestanding equity-classified financial instruments, entities that present earnings per share (“EPS”) in accordance with Topic 260, to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features would be subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related guidance in Topic 260.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

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

Convertible Notes With Variable Conversion Options

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

Fair Value of Financial Instruments

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

Level 1

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

Level 2

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

Level 3

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

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

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

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

Assets and liabilities measured at fair value on a recurring basis consist of the following at January 31, 2023 and April 30, 2022:

	Carrying Value at January 31,		Fair Value Measurements at January 31, 2023
	2023		Level 1		Level 2		Level 3

Conversion option liability	$	1,359,494	$	-	$	-	$	1,359,494
Warrant derivative liability	$	2,747,389	$	-	$	-	$	2,747,389

	Carrying Value at April 30,		Fair Value Measurements at April 30, 2022
	2022		Level 1		Level 2		Level 3

Conversion option liability	$	197,508	$	-	$	-	$	197,508

The following is a summary of activity of Level 3 assets and liabilities for the nine months ended January 31, 2023:

Conversion Option Liability
Balance – April 30, 2022	$	197,508
Initial value of conversion option liability		3,060,580
Gain from change in the fair value of conversion option liability		(1,898,594	)
Balance – January 31, 2023	$	1,359,494

Warrant Derivative Liability
Balance – April 30, 2022	$	-
Initial value of warrant derivative liability		4,680,013
Gain from change in the fair value of warrant derivative liability		(1,932,624	)
Balance – January 31, 2023	$	2,747,389

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

Leases

The Company follows ASC 842 regarding leases whereby lessees need to recognize leases on their balance sheet as a right of use asset and a corresponding lease liability. We have elected to exclude leases with a lease term of one year or less. The Company has no leases with over one year term.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

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

Sequencing

The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option and warrants at their fair values as of the inception date of the agreement or upon a triggering event and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.

As a result of entering into warrant and convertible debt agreements, for which such instruments contained certain anti-dilution provisions, the Company could not demonstrate it has sufficient authorized shares and as a result, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Accordingly, the Company has adopted a sequencing policy in accordance with ASC 815-40-35-12 “Derivatives and Hedging” whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based options issued to employees or directors. See Net Income (Loss) per Share below.

Revenue Recognition

The Company will recognize revenue in accordance with the five-step method prescribed by ASC 606 “Revenues from Contracts with Customers”.

League Tryout and Training Camps

The Company will recognize league tryout and training camp revenue on the dates that the events are held. The Company commenced a training camp on July 18, 2022 in Mobile, Alabama but this was terminated on July 29, 2022 due to a lack of sufficient funding. The Company did not charge players a training camp fee and as a result, there was no revenue from tryout and training camps during the three and nine months ended January 31, 2023 or 2022, respectively.

Football League Operations

The Company will recognize revenue from future football league operations including gate, parking and concessions, stadium advertising and merchandising, licensing fees, sponsorships, naming rights, broadcast and cable, franchise fees, social media and on-line digital media including merchandising, advertising, and subscriptions, as applicable. The Company football league operations had not commenced as of January 31, 2023. The Company commenced the selling of on-line digital media merchandise through a third party drop shipper on April 29, 2022 and customers sent cash for certain items that were not shipped until May 2022. The Company recorded $3,802 of accounts receivable with an offset to deferred revenue at April 30, 2022. Subsequently, the drop shipper shipped the items to customers and the Company recognized revenue and cost of goods sold. During the three and nine months ended January 31, 2023, the Company recorded $0 and $9,180 of revenue and $0 and $7,365 of cost of goods sold, respectively related to on-line digital merchandise.

Income Taxes

Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

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

Deferred tax assets and liabilities not related to an asset or liability are classified as current or noncurrent depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce the deferred tax assets to the amount expected to be realized.

The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10). Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. At January 31, 2023 and April 30, 2022, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying unaudited financial statements.

Stock Based Compensation

The Company records stock-based compensation in accordance with ASC 718, “Stock Compensation”. ASC 718 requires the fair value of all stock-based employee compensation awarded to employees to be recorded as an expense over the shorter of the service period or the vesting period. The Company values employee and non-employee stock-based compensation at fair value using the Black-Scholes Option Pricing Model.

Net Income (Loss) per Share of Common Stock

The Company computes net earnings (loss) per share in accordance with ASC 260-10, “Earnings per Share.”, which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period and diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

Securities that could potentially dilute earnings per share in the future are as follows:

	January 31, 2023		April 30, 2022
Warrants to purchase common stock - *		4,343,077,822		62,970,000
Options to purchase common stock		1,200,000		1,200,000
Conversion of convertible unsecured promissory notes - *		967,374,035		20,782,211
Conversion of convertible secured promissory notes - *		1,901,121,478		11,586,275
Total		7,212,773,335		96,538,486

*Based on the Company's sequencing policy, certain dilutive securities above the Company’s authorized shares of 2,000,000,000 have been reclassified as derivative liabilities at January 31, 2023.

Effective September 15, 2022, the Company’s determined that because of entering into certain warrant and convertible debt agreements, for which such instruments contained anti-dilution provisions, the Company could not demonstrate that it had sufficient authorized shares and as a result, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

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

As a result of the sale of the Company’s common stock at a price of $0.00045 per share on January 26, 2023, this triggered additional repricing and the Company evaluated that there was a potential of 7,212,773,335 per the above table that could be converted into shares of the Company’s $0.001 par value common stock. The Company has 2,000,000,000 shares authorized and as a result, utilized the first in-first out sequencing of securities convertible. The Company calculated at January 26, 2023, after adjusting for convertible securities and warrants on the first in-first out basis, 6,426,404,880 shares were potentially issuable above the 2,000,000,000 authorized limit (after taking into consideration currently issued and outstanding shares). Based on the Company’s revaluation of these instruments and not having sufficient authorized shares to settle these instruments with shares, the Company reclassified such instruments from stockholders’ equity to a derivative liability on the respective trigger dates. The Company evaluated the change for both warrants and convertible debt using the Binomial Lattice Option Pricing Model at September 15, 2022 and January 26, 2023, recording a cumulative $3,060,580 for the initial value of conversion option liability and a cumulative $4,680,013 for the initial value of warrant derivative liability with an offset to additional paid in capital. The Company performed a revaluation at October 31, 2022 and another revaluation at January 31, 2023 and recorded a cumulative $1,898,594 gain from the change in fair value of conversion option liability and $1,932,624 gain from the change in fair value of warrant derivative value.

Contingencies

Certain conditions may exist as of the date the financial statements are issued which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Company management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be reasonably estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable would be disclosed. The Company does not include legal costs in its estimates of amounts to accrue.

Related Parties

Parties are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. See Note 7 – Related Parties.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, ASU 2020-06 removes from U.S. GAAP the liability and equity separation model for convertible instruments with a cash conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

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

Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Among other potential impacts, this change is expected to reduce reported interest expense, increase reported net income, and result in a reclassification of certain conversion feature balance sheet amounts from stockholders’ equity to liabilities as it relates to the Company’s convertible notes.

Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share (EPS), which is consistent with the Company’s accounting treatment under the current standard. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020, and can be adopted on either a fully retrospective or modified retrospective basis.

On May 1, 2021, we adopted the ASU using the modified retrospective method which did not have a material impact on the Company’s financial statements.

The Company has evaluated other recent accounting pronouncements and their adoption, and has not had, and is not expected to have, a material impact on the Company’s financial position or results of operations. Other new pronouncements issued but not yet effective until after January 31, 2023 are not expected to have a significant effect on the Company’s financial position or results of operations.

NOTE 2 – PROPERTY AND EQUIPMENT

Property and equipment, stated at cost, consisted of the following:

	Estimated Life	January 31, 2023			April 30, 2022
Football Equipment	1-5 years	$	583,401		$	507,133
Office Equipment	1 year		11,000			11,000
Less: Accumulated Depreciation			(114,161	)		-
		$	480,240		$	518,133

The Company commenced training camp operations on June 9, 2022, including the transportation of certain football and office equipment previously held in storage or purchased during the nine months ended January 31, 2023. As a result, the Company commenced depreciation of certain of its football and office equipment.

During the nine months ended January 31, 2023, the Company purchased $76,268 of football equipment. Depreciation expense amounted to $44,503 and $114,161 for the three and nine months ended January 31, 2023, respectively. There was no depreciation expense for the three and nine months ended January 31, 2022, respectively.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 3 – ACCRUED EXPENSES

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

	January 31, 2023		April 30, 2022
Penalties and interest - unpaid state income tax	$	302,076	$	283,983
Unpaid federal income tax		1,764		1,764
Legal settlement (See Note 8 – Commitments and Contingencies)		-		70,000
Accrued payroll tax		839		839
Accrued penalties for failure to file federal tax returns		4,020		4,020
Late charges on unpaid promissory note		7,150		7,150
Total Accrued Expenses	$	315,849	$	367,756

NOTE 4 – DEBT

	January 31, 2023			April 30, 2022
Notes Payable:
Aug 28, 2015. No stated interest and principal payable on demand.	$	2,300		$	2,300
Nov.18, 2015. Interest at 8% and principal payable on demand. In Default		100,000			100,000
Jun. 6, 2016. Interest at 4% and principal payable on demand.		10,000			10,000
Aug. 4, 2016. Interest at 8% and principal payable on demand. In Default		35,000			35,000
Sep. 27, 2016. Interest at 4% and principal payable on demand.		30,000			30,000
Sep. 29, 2016. Interest at 4% and principal payable on demand.		5,000			5,000
Sep. 29, 2016. Interest at 4% and principal payable on demand.		30,000			30,000
Oct. 3, 2016. Interest at 4% and principal payable on demand.		20,000			20,000
Sep. 25, 2019. Interest at 8% and principal and interest due Mar. 25, 2020 In Default with interest recorded at 22% default rate		70,000			70,000
Apr. 9, 2020.Interest at 8% and principal due Oct. 9, 2020 In Default with interest recorded at 24% default rate		5,000			5,000
Jul. 31, 2021. Interest at 10% and principal and interest due Jul. 31, 2022. In Default		45,000			50,000
Jul. 15, 2022. Interest at 10% and principal and interest due Jul. 15, 2023		200,000			-

Less: Debt Discount		(31,714	)		-

Total Notes Payable	$	520,586		$	357,300

At January 31, 2023 and April 30, 2022, the Company has recorded $552,300 and $357,300 of Notes Payable, respectively. The $552,300 of Notes Payable at January 31, 2023 includes $232,300 from eight third parties and the principal and interest are payable on demand with an interest rate ranging from no interest to 8% annually.

At October 31, 2022, a promissory note in the amount of $30,000 was classified as Notes Payable. As a result of a debt modification on November 29, 2022, the promissory note was reclassified to a convertible unsecured promissory note.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 4 – DEBT (Continued)

Included in the $232,300 balance are the following in default at January 31, 2023 (1) a $100,000 Note Payable dated November 18, 2015, for which the lender requested payment, and the Company did not pay and as a result, recorded a $5,400 late fee that is included in accrued expenses in the accompanying Balance Sheets at January 31, 2023 and April 30, 2022 and (2) a $35,000 Note Payable dated August 4, 2016, for which the lender requested payment, and the Company did not pay and as a result, recorded a $1,750 late fee that is included in accrued expenses in the accompanying Balance Sheet at January 31,2023. See below additional notes payable and also See Note 3 – Accrued Expenses.

Note Payable – September 25, 2019

On September 25, 2019, the Company received $55,284 of net proceeds from the issuance of a $70,000 face value note payable with debt issue costs paid to or on behalf of the lender of $5,500 and an original issue discount of $9,216. Additionally, the lender directly paid $11,000 to a third party for the purchase for the Company of office equipment that is recorded as property and equipment at January 31, 2023 and April 30, 2022. The terms include interest accrued at 8% annually and the principal and accrued interest were payable on March 25, 2020. The principal and accrued interest were not paid on the due date of March 25, 2020, and as a result, the note payable is in default and default interest at 22% is being utilized as of the due date. At January 31, 2023, the Company had not received an extension of the due date. See Note 8 – Commitments and Contingencies.

Note Payable – April 9, 2020

On April 9, 2020, the Company received $30,000 of proceeds from the issuance of a note payable with terms including interest accrued at 8% annually and the principal and interest were payable in six months on October 9, 2020. The principal and accrued interest were not paid on the due date of October 9, 2020 and as a result, the note payable is in default and default interest at 24% is being utilized as of the due date and no extension has been received. The lender provided the Company with an option to purchase football equipment that was stored at a warehouse in Texas and the Company paid the rent for the warehouse. On April 21, 2022, the Company and the lender executed a settlement agreement for the Company to pay the lender $475,000 which represented (1) the purchase of the football equipment in Texas for $450,000 and (2) to repay $25,000 of the note payable principal resulting in an outstanding balance of $5,000 at January 31, 2023 and April 30, 2022. The Company owed the lender for other convertible debt besides this note payable and offered the Company to pay off all of the debt and accrued interest with a $215,260 payment within thirty days of the settlement date or the lender would retain all rights to convert the outstanding amounts into Company common stock. The Company did not make this payment and the lender retains all rights under the original terms. At January 31, 2023, the Company owes the lender for all cumulative debt outstanding representing $91,802 of principal and $183,602 of accrued interest, including default interest.

Note Payable – July 31, 2021

On July 31, 2021, the Company recorded a $55,000 note payable with terms that include interest accrued at 10% annually and the principal and accrued interest were payable on July 31, 2022 and is in default. The lender loaned the Company’s former CEO money which was then loaned to the Company for general corporate expenses in prior years. Certain of these amounts due to the former CEO were settled in a prior year and recorded as a settlement gain. The lender has since requested repayment of the $55,000 by the Company. In an effort to settle the matter, the Company issued the lender a $55,000 note. The Company recorded the note payable to settlement expense in the Statement of Operations for the year ended April 30, 2022. On April 11, 2022, the Company repaid $5,000 of the principal balance resulting in an outstanding balance of $50,000 at April 30, 2022. From May 10, 2022 to June 8, 2022, the Company repaid $5,000 of the principal balance resulting in an outstanding balance of $45,000 at January 31, 2023.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 4 – DEBT (Continued)

Note Payable – July 15, 2022

On July 15, 2022, the Company received $160,000 of net proceeds from the issuance of a $200,000 face value note payable with an original issue discount of $40,000. Interest is accrued at ten percent (10%) annually and the principal amount and interest shall be due and payable in seven equal monthly payments of thirty-one thousand, four hundred twenty-nine dollars ($31,429), commencing on December 15, 2022 and continuing on the 15th day of each month thereafter until paid in full not later than July 15, 2023 (the “Maturity Date”.) Any amount of the principal or interest which is not paid when due shall bear interest at the rate of the lower of twenty-two percent (22%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid.

Additionally, the note payable provided for the issuance of one million (1,000,000) shares of the Company’s $0.001 par value common stock. As a component of the note payable, the Company separately paid a brokerage commission in the amount of $11,200, recorded as debt issue costs as an offset to the note payable to be amortized over the 1-year term.

The note payable included a provision as follows – “in the event that the Company at its own will files a qualified Offering Statement on Form 1-A transaction and it is effective, the lender may choose to convert any amount up to the entire balance of the note including guaranteed interest into shares of the Company’s Common Stock at the Reg A offering price.” The Company previously filed and had an approved Form 1-A transaction on February 8, 2022, and further amended the price to $0.0168 per share on July 18, 2022. However, the Company terminated the Form 1-A offering on September 14, 2022, and the lender will have no option to convert any amount of the note payable including accrued interest at the Form 1-A price of $0.0168 per share.

The Company evaluated the 1,000,000 shares of stock issued and calculated the relative fair value between the note and the stock on the issue date utilizing the $0.0215 trading price of the stock on July 15, 2022, the date of issuance. As a result, the Company allocated $18,953 to the stock which was recorded as a debt discount with an offset to additional paid in capital. The debt discount for the stock is being amortized over the one-year term of the note payable.

In total, the Company recorded $70,153 of debt discounts on the date of the note payable (OID, debt discount cost and stock). During the three and nine months ended January 31, 2023, the Company recorded $17,682 and $38,439 for the amortization of the debt discounts to interest expense and the debt discount balance was $31,714 at January 31, 2023.

For the three and nine months ended January 31, 2023, the Company recorded $13,872 and $42,552 of interest expense and for the three and nine months ended January 31, 2022, the Company recorded $10,760 and $30,900 of interest expense, respectively for Notes Payable in the accompanying unaudited Statements of Operations, respectively. At January 31, 2023 and April 30, 2022, the Company has recorded $184,548 and $141,996, respectively, related to Notes Payable as accrued interest in the accompanying Balance Sheets.

	January 31, 2023		April 30, 2022
Notes Payable, Related Party:
Mar. 5, 2020. Interest at 10% and principal due April 30, 2023	$	25,000	$	25,000
Aug. 12, 2020. Interest at 10% and principal due April 30, 2023		30,000		30,000
Total Notes Payable – Related Party	$	55,000	$	55,000

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 4 – DEBT (Continued)

Note Payable – Related Party – March 5, 2020

On March 5, 2020, the Company received $25,000 of proceeds from the issuance of a note payable with a director of the Company. The terms including interest accrued at 10% annually and the principal and interest are payable on April 30, 2023, by virtue of an extension. See Note 7 – Related Parties.

Note Payable – Related Party – August 12, 2020

On August 12, 2020, the Company received $30,000 of proceeds from the issuance of a note payable with a director of the Company. The terms including interest accrued at 10% annually and the principal and interest are payable on April 30, 2023, by virtue of an extension. See Note 7 – Related Parties.

For the three and nine months ended January 31, 2023, the Company recorded $1,386 and $4,158, respectively of interest expense and for the three and nine months ended January 31, 2022, the Company recorded $1,386 and $4,158 in the accompanying unaudited Statements of Operations. At January 31, 2023 and April 30, 2022, the Company has recorded $14,687 and $10,529 of accrued interest, related party in the accompanying Balance Sheets.

	January 31, 2023			April 30, 2022
Convertible Unsecured Promissory Notes:
April 14, 2016 - Interest at 5% - principal and interest due 12 months from issuance date. In Default	$	32,500		$	37,500

May 2, 2019 - Interest at 10% - principal and interest due August 2, 2020.		-			6,000

May 8, 2019 - Interest at 12% - principal and interest due February 8, 2020. In Default with interest recorded at default rate of 24%		138,483			138,483

January 4, 2022, Interest at 8% - principal and interest due January 4, 2023		-			55,000

June 29, 2022, Interest at 8% - principal and interest due June 29, 2023		23,500			-

July 13, 2022, Interest at 10% - principal and interest due January 13, 2023. In Default.		100,000			-

July 15, 2022, Interest at 8% - principal and interest due July 15, 2023		53,000			-

September 1, 2022, Interest at 10% - principal and interest due March 31, 2023		26,003			-

Plus: put premium		158,527			34,175

Less: debt discount		(25,265	)		(2,046	)

Total Convertible Unsecured Notes Payable, net of debt discount and put premium	$	506,748		$	269,112

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 4 – DEBT (CONTINUED)

Convertible Unsecured Promissory Note – April 14, 2016

On April 14, 2016, the Company recorded a $50,000 convertible unsecured promissory note. The terms include interest at 5% annually and the principal and interest were payable in one year on April 14, 2017. From March 4, 2022 to April 8, 2022, the Company repaid $12,500 of principal resulting in an outstanding principal balance of $37,500 at April 30, 2022. From May 10, 2022 to June 8, 2022, the Company repaid $5,000 of principal resulting in an outstanding principal balance of $32,500 at January 31, 2023. The unsecured convertible promissory note is in default at January 31, 2023 and the note holder has several remedies including calling the principal amount and accrued interest due and payable immediately. The note holder, at its sole discretion, has the right to convert the principal amount, along with all accrued interest, into shares of the Company’s common stock at the conversion price of $0.30 per share, or 162,610 shares of common stock at January 31, 2023. See Note 9 – Subsequent Events.

Interest expense recorded in the accompanying unaudited Statements of Operations by the Company for the three and nine months ended January 31, 2023 was $409 and $1,245 and interest expense recorded for the three and nine months ended January 31, 2022 was $630 and $1,890, respectively. At January 31, 2023 and April 30, 2022, the Company has recorded $16,283 and $15,038 of accrued interest, respectively in the accompanying Balance Sheets.

Convertible Unsecured Promissory Note – May 2, 2019

On May 2, 2019 (the Original Issue Date (OID), the Company received $85,450 of net proceeds for working capital purposes from the issuance of a $100,000 face value convertible redeemable promissory note with debt issue costs paid to or on behalf of the lender of $12,400 and an original issue discount of $2,150. The terms include interest accrued at 10% annually and the principal and interest payable are payable in one year on May 2, 2020. All interest will be paid in common stock of the Company. Any amount of the principal or interest on this First Note which is not paid when due shall bear Interest at the rate of the lower of Twenty-four Percent (24%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid. The promissory note was exchangeable for an equal principal number of notes of different denominations, as requested by the lender surrounding the same. The promissory note was due and payable on August 2, 2020, by virtue of a signed extension. At April 30, 2022, the promissory note was in default. However, the lender had not notified the Company of the default in writing but, the lender has several remedies including calling the principal amount and accrued interest due and payable immediately. The promissory note includes customary affirmative and negative covenants of the Company.

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

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 4 – DEBT (CONTINUED)

The Company evaluated the promissory note in accordance with ASC 480 “Distinguishing Liabilities From Equity” because the First Note (1) embodies an unconditional obligation, (2) requires the Company to settle the unconditional obligation by issuing a variable number of its common shares, and (3) is based solely on a fixed monetary amount known at inception as the lender will receive $166,667 ($100,000 principal divided by the Conversion Price). In accordance with ASC 480, the First Note was classified as stock settled debt and on the note issue date of May 2, 2019, the Company recorded a $66,667 put premium liability with an offset to interest expense.

Previously, the lender converted $87,830 of the principal balance of the promissory note resulting in a balance of $12,170 at April 30, 2021. As a result of the partial conversions, the Company previously reclassified $57,417 of the put premium liability as an offset to additional paid in capital and the put premium liability balance was $9,250 at April 30, 2021. On January 13, 2022, the lender elected to convert $6,170 of principal and $2,648 of accrued interest into 1,348,348 shares of the Company’s $0.001 par value common stock. As a result, the principal balance of the First Note was $6,000 at April 30, 2022. As a result of the conversion, the Company reclassified $4,690 of the put premium liability as an offset to additional paid in capital and the put premium balance was $4,560 at April 30, 2022.

On January 25, 2021, the lender requested a $6,000 conversion of the principal and $1,183 of accrued interest into shares of the Company’s common stock. However, the Company did not have sufficient shares to be issued for the conversion. In accordance with the First Note, because the shares could not be issued, an event of default occurred, and the Company would pay the lender a penalty of $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. The penalty shall increase to $500 per day beginning on the 10th day. The lender provided a waiver, and no penalty was recorded by the Company. The lender had several remedies including calling the principal amount and accrued interest due and payable.

Effective June 6, 2022, the Company executed a settlement agreement with the lender that was a release of any and all rights that the lender could have requested in exchange for the issuance of 2,600,000 shares of the Company’s common stock. In exchange for the issuance of the shares, the remaining $6,000 outstanding principal balance of the note payable and accrued interest of $1,221 or $7,221 in total were cancelled. The difference between the $7,221 and $2,600 par value of the shares issued or $4,621 was recorded as an offset to additional paid in capital. As a result of the settlement, the promissory note has been cancelled effective June 6, 2022.

Interest expense recorded in the accompanying unaudited Statements of Operations by the Company for the three and nine months ended January 31, 2022 was $277 and $890 and interest expense recorded for the three and nine months ended January 31, 2023 was $0 and $0, respectively.

Convertible Unsecured Promissory Note – May 8, 2019

On May 8, 2019, the Company signed a Securities Purchase Agreement (“SPA”) with an Investor that provides for the issuance of a 12% convertible promissory note in the principal amount of $150,000. In connection with the issuance of the promissory note, the Company issued a common stock purchase warrant to purchase 1,500,000 shares of the Company common stock as a commitment fee to the Investor. The warrant has an exercise price of $0.10 per share and a term of three years through May 8, 2022.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 4 – DEBT (CONTINUED)

On May 8, 2019, the Company received $121,750 of net proceeds for working capital purposes from the issuance of a $150,000 face value convertible promissory note with debt issue costs paid to or on behalf of the lender of $28,250. The terms include interest accrued at 12% annually and the principal and any amount of the principal or interest on the promissory note which is not paid when due shall bear interest at the rate of the lower of twenty-four percent (24%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid. The promissory note was due and payable on February 8, 2020 and is currently in default.

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

Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. The Conversion Price is equal to the lower of (1) the lowest trade during the previous twenty-five (25) trading days or (2) Sixty-One Percent (61%) of the of the lowest trade during the twenty-five (25) trading days immediately preceding a conversion date. The Conversion Price is subject to “full ratchet” and other customary anti-dilution protections. The promissory note contains customary affirmative and negative covenants of the Company. Additionally, the Company issued the lender a common stock purchase warrant with a three (3) year term to acquire 1,500,000 shares of common stock at an exercise price of $0.10 per share.

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

The Company evaluated the warrant and determined that there was no embedded conversion feature as the warrant contained a set exercise price with an adjustment only based upon customary items including stock dividends and splits, subsequent rights offerings, and pro-rata distributions. The Company calculated the relative fair value between the note and the warrant on the issue date utilizing the Black Scholes Pricing Model for the warrant. As a result, the Company allocated $24,960 to the warrant and recorded as debt discount with an offset to additional paid in capital. The warrant calculation used the following assumptions: stock price $0.02, warrant exercise price $0.10, expected term of 3 years, expected volatility of 383% and discount rate of 2.38%. As a result of the Company’s Regulation A pricing of $0.021 per share on February 8, 2022, this triggered down round protection of the warrant exercise price along with the quantity of warrants. The Company evaluated the change in the warrant values in accordance with ASU 2017-11 and determined that the impact was immaterial. The warrants expired in May 2022 unexercised.

As a result of the Company not paying the promissory note and accrued interest on the due date of February 8, 2020, the promissory note is in default at January 31, 2023 with interest accrued at the default rate of 24%. However, the lender has not notified the Company of the default in writing but, the lender has several remedies including calling the principal amount and accrued interest due and payable immediately.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 4 – DEBT (CONTINUED)

Through April 30, 2022, the lender had previously converted $11,517 of the principal balance of the promissory note resulting in a balance of $138,483. The Company has performed a periodic revaluation of the conversion option liability using the Binomial Lattice Pricing Model at each of the previous conversion dates and performed a revaluation of the conversion option liability using the Binomial Lattice Pricing Model at April 30, 2022, that resulted in an estimated conversion option liability of $197,508.

The Company performed a revaluation of the conversion option liability using the Binomial Lattice Pricing Model at January 31, 2023, that resulted in an estimated conversion option liability of $192,016. The Company has recorded a total gain of $23,064 and $5,492 for the change in the fair value of conversion option liability, recorded to other income (expense) in the accompanying Statements of Operations for the three and nine months ended January 31, 2023, respectively. The Company has recorded a total loss of $209,353 and $213,889 to other income (expense) in the accompanying unaudited Statements of Operations for the three and nine months ended January 31, 2022, respectively.

For the revaluation at January 31, 2023, it was estimated with the following assumptions: stock price $0.0008, conversion price $0.0005, expected term of 0.25 years, expected volatility of 223% and discount rate of 4.58%.

Interest expense recorded in the accompanying unaudited Statements of Operations for the three and nine months ended January 31, 2023 was $8,494 and $25,481 and interest expense recorded for the three and nine months ended January 31, 2022 was $8,494 and $25,481 respectively. At January 31, 2023 and April 30, 2022, the Company has recorded $87,955 and $62,474 of accrued interest, respectively in the accompanying Balance Sheets.

Convertible Unsecured Promissory Note – January 4, 2022

On January 4, 2022, the Company signed an SPA with an investor that provides for the issuance of an 8% convertible promissory note in the aggregate principal amount of $55,000, convertible into shares of common stock of the Company. The Company received $52,000 of net proceeds for working capital purposes from the issuance of the convertible promissory note with debt issue costs paid to or on behalf of the lender of $3,000. Any amount of the principal or interest which is not paid when due shall bear Interest at the rate of the lower of twenty-two percent ( 22%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid. The convertible promissory note was due in one (1) year from the date of issuance or January 4, 2023.

The lender from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this convertible promissory note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, had the right, at its election, to convert all or part of the outstanding and unpaid principal sum and accrued interest into shares of common stock of the Company, subject to certain conversion limitations set forth in the convertible promissory note and certain price protection described below, as per the conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. The Conversion Price was equal to Sixty Five Percent (65%) of the of the average of the three lowest trades of the Common Stock during the ten (10) trading Days immediately preceding a conversion date (“Conversion Price”). The Conversion Price was subject to “full ratchet” and other customary anti-dilution protections.

The Company evaluated the promissory note in accordance with ASC 480 “Distinguishing Liabilities From Equity” because the convertible promissory note (1) embodies an unconditional obligation, (2) requires the Company to settle the unconditional obligation by issuing a variable number of its common shares, and (3) is based solely on a fixed monetary amount known at inception as the lender will receive $84,615. In accordance with ASC 480, the convertible promissory note was recorded as stock settled debt on the note issue date of January 4, 2022, recorded as a $29,615 put premium liability with an offset to interest expense.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 4 – DEBT (CONTINUED)

On January 4, 2022, the Company recorded debt issue costs of $3,000 as an offset to the promissory note to be amortized over the 1-year term. During the year ended April 30, 2022, the Company recorded $954 for the amortization of the debt discounts to interest expense and the debt discount balance was $2,046 at April 30, 2022.

From June 29, 2022 through July 11, 2022, the lender elected to convert the entire $55,000 of the principal amount and $2,200 of accrued interest into 4,144,927 shares of the Company’s $0.001 par value common stock and as a result, the principal balance of the promissory note and accrued interest is $0 after the conversion. As a result of the conversion, the Company expensed debt issue costs to interest expense in the amount of $2,046 and the debt issue costs balance is $0 after the conversion. Interest expense recorded in the accompanying unaudited Statement of Operations by the Company for the three and nine months ended January 31, 2023, was $802.

Convertible Unsecured Promissory Note – June 29, 2022

On June 29, 2022, the Company signed an SPA with an investor that provides for the issuance of an 8% convertible promissory note in the aggregate principal amount of $55,000, convertible into shares of common stock of the Company. The Company received $52,000 of net proceeds for working capital purposes from the issuance of the convertible promissory note with debt issue costs paid to or on behalf of the lender of $3,000. Any amount of the principal or interest which is not paid when due shall bear Interest at the rate of the lower of twenty-two percent (22%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid. The convertible promissory note is due in one (1) year from the date of issuance or June 29, 2023.

The lender from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this convertible promissory note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, has the right, at its election, to convert all or part of the outstanding and unpaid principal sum and accrued interest into shares of common stock of the Company, subject to certain conversion limitations set forth in the convertible promissory note and certain price protection described below, as per the conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. The Conversion Price is equal to Sixty Five Percent (65%) of the average of the three lowest trades of the Common Stock during the ten (10) trading Days immediately preceding a conversion date (“Conversion Price”). The Conversion Price is subject to “full ratchet” and other customary anti-dilution protections.

The Company evaluated the promissory note in accordance with ASC 480 “Distinguishing Liabilities From Equity” because the convertible promissory note (1) embodies an unconditional obligation, (2) requires the Company to settle the unconditional obligation by issuing a variable number of its common shares, and (3) is based solely on a fixed monetary amount known at inception as the lender will receive $84,615. In accordance with ASC 480, the convertible promissory note will be recorded as stock settled debt on the note issue date of June 29, 2022, recorded as a $29,615 put premium liability with an offset to interest expense.

On June 29, 2022, the Company recorded debt issue costs of $3,000 as an offset to the promissory note to be amortized over the 1-year term.

From January 6, 2023 to January 17, 2023, the lender elected to convert $31,500 of the principal balance into 47,269,303 shares of the Company’s common stock. See Note 5 – Stock. As a result of the conversions, the remaining principal balance of the promissory note is $23,500 at January 31, 2023. The Company adjusted the debt discount for the conversions and during the three and nine months ended January 31, 2023, the Company recorded $756 and $1,019 for the amortization of the debt discount to interest expense and the debt discount balance was $1,981 at January 31, 2023.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 4 – DEBT (CONTINUED)

Additionally, the Company adjusted the put premium liability for the conversions and $16,951 was reclassified as an offset to additional paid in capital in the balance sheet and the remaining put premium balance is $12,654 at January 31, 2023.

For the three and nine months ended January 31, 2023, the Company recorded $2,932 and $7,479 of interest expense, respectively in the accompanying unaudited Statements of Operations and at January 31, 2023, the Company has recorded $7,479 as accrued interest in the accompanying Balance Sheets.

Convertible Unsecured Promissory Note – July 13, 2022

On July 13, 2022, the Company signed an SPA with an investor that provides for the issuance of a 10% convertible promissory note in the aggregate principal amount of $100,000, convertible into shares of common stock of the Company. Additionally, the SPA provided for the issuance of five million (5,000,000) shares of the Company’s $0.001 par value common stock. The Company received $100,000 of proceeds for working capital purposes from the issuance of the convertible promissory note. Any amount of the principal or interest which is not paid when due shall bear interest at the rate of the lower of twenty-two percent (22%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid. The convertible promissory note was due in six (6) months from the date of issuance or January 13, 2023 and is considered in default. The Company and lender have discussed an extension of the promissory note but as of the date of these unaudited condensed financial statements, nothing has been finalized. See Note 9- Subsequent Events.

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

Date of Note Satisfaction		Payment Amount
0 to 45 days after the Issue Date		125% of principal amount plus accrued interest

Subsequent to 45 days after the Issue Date, the Company has no right or option to prepay the principal amount.

The lender from time to time, and at any time during the period beginning on the date which is forty five (45) days following the date of this convertible promissory note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, has the right, at its election, to convert all or part of the outstanding and unpaid principal sum and accrued interest into shares of common stock of the Company, subject to certain conversion limitations set forth in the convertible promissory note and certain price protection described below, as per the conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. The Conversion Price is equal to Sixty Percent (50%) of the of the lowest trading price of the Common Stock during the twenty (20) trading Days immediately preceding a conversion date (“Conversion Price”). The Conversion Price is subject to “full ratchet” and customary anti-dilution protections.

Per an amendment to the Promissory note, so long as the Company shall have any obligation under the promissory note, the Company shall use fifty percent (50%) of the proceeds generated through any equity line of credit or similar equity purchase facility to pay amounts due hereunder within five (5) business days of receipt of such proceeds. Additionally, per an amendment, so long as the Company shall have any obligation under the promissory note, the Company shall immediately take all action necessary to effect a reverse stock split of its Common Stock, with a reverse stock split ratio of at least 10:1 (10 outstanding shares of Common Stock being converted into 1 share of Common Stock in the reverse stock split), if the Trading Price (as defined below) for the Common Stock is below $0.001/share for more than 10 trading days, which action shall include filing a corporate action notification with FINRA within 3 days thereof.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 4 – DEBT (CONTINUED)

The Company evaluated the promissory note in accordance with ASC 480 “Distinguishing Liabilities From Equity” because the convertible promissory note (1) embodies an unconditional obligation, (2) requires the Company to settle the unconditional obligation by issuing a variable number of its common shares, and (3) is based solely on a fixed monetary amount known at inception as the lender will receive $200,000. In accordance with ASC 480, the convertible promissory note was recorded as stock settled debt on the note issue date of July 13, 2022, as a $100,000 put premium liability with an offset to interest expense.

The Company evaluated the 5,000,000 shares of stock issued and calculated the relative fair value between the note and the stock on the issue date utilizing the $0.0215 trading price of the stock on July 13, 2022, the date of issuance. As a result, the Company allocated $51,807 (the relative fair value) to the stock which was recorded as a debt discount with an offset to additional paid in capital. The debt discount for the stock is being amortized over the six-month term of the Note.

During the three and nine months ended January 31, 2023, the Company recorded $13,058 and $28,671, respectively for the amortization of the stock debt discount to interest expense and the debt discount balance was $23,136 at January 31, 2023. For the three and nine months ended January 31, 2022, the Company recorded $6,134 and $13,479 of interest expense, respectively in the accompanying unaudited Statements of Operations and at January 31, 2022, the Company has recorded $13,479 as accrued interest in the accompanying Balance Sheets.

Convertible Unsecured Promissory Note – July 15, 2022

On July 15, 2022, the Company signed an SPA with an investor that provides for the issuance of an 8% convertible promissory note in the aggregate principal amount of $53,000, convertible into shares of common stock of the Company. The Company received $50,000 of net proceeds for working capital purposes from the issuance of the convertible promissory note with debt issue costs paid to or on behalf of the lender of $3,000. Any amount of the principal or interest which is not paid when due shall bear Interest at the rate of the lower of twenty-two percent (22%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid. The convertible promissory note is due in one (1) year from the date of issuance or July 15, 2023.

The lender from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this convertible promissory note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, has the right, at its election, to convert all or part of the outstanding and unpaid principal sum and accrued interest into shares of common stock of the Company, subject to certain conversion limitations set forth in the convertible promissory note and certain price protection described below, as per the conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. The Conversion Price is equal to Sixty Five Percent (65%) of the of the average of the three lowest trades of the Common Stock during the ten (10) trading Days immediately preceding a conversion date (“Conversion Price”). The Conversion Price is subject to “full ratchet” and other customary anti-dilution protections.

The Company evaluated the promissory note in accordance with ASC 480 “Distinguishing Liabilities From Equity” because the convertible promissory note (1) embodies an unconditional obligation, (2) requires the Company to settle the unconditional obligation by issuing a variable number of its common shares, and (3) is based solely on a fixed monetary amount known at inception as the lender will receive $81,538. In accordance with ASC 480, the convertible promissory note will be recorded as stock settled debt on the note issue date of July 15, 2022, recorded as a $28,538 put premium liability with an offset to interest expense.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 4 – DEBT (CONTINUED)

On July 15, 2022, the Company recorded debt issue costs of $3,000 as an offset to the promissory note to be amortized over the 1-year term. During the three and nine months ended January 31, 2023, the Company recorded $756 and $1,644, respectively for the amortization of the debt discount to interest expense and the debt discount balance was $1,356 at January 31, 2023.

For the three and nine months ended January 31, 2023, the Company recorded $3,251 and $7,067 of interest expense, respectively in the accompanying unaudited Statements of Operations and at January 31, 2023, the Company has recorded $7,067 as accrued interest in the accompanying Balance Sheets.

Convertible Unsecured Promissory Note – September 1, 2022

On September 1, 2022, the Company received $25,000 of net proceeds from the issuance of a $30,000 face value note payable with an original issue discount of $5,000. Interest is accrued at ten percent (10%) annually and the principal amount and interest were due and payable on December 1, 2022 (the “Maturity Date”.) Any amount of the principal or interest which is not paid when due shall bear interest at the rate of the lower of twenty-two percent (22%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid.

Effective November 29, 2022, the Company and lender signed a modification agreement that extended the maturity date to December 31, 2022 and amended the note payable to allow conversion by the lender at 60% of the market price. Market price means the lowest trading price during the thirty (30) day period prior to the conversion. As a result, the Company has treated the modification as a debt extinguishment and recorded the related conversion feature on the date of modification. Effective February 21, 2023, the Company and lender signed a second modification agreement that extended the maturity date to March 31, 2023.

The Company evaluated the debt modification in accordance with ASC 470-50 “ Modification And Extinguishment Of Debt”. The Company determined that since the debt modification added a substantive conversion option restructuring, the Company has treated the debt modification as a debt extinguishment and not a troubled debt restructuring. As a result, the $30,000 note payable has been recognized and a new $30,000 convertible unsecured promissory note has been recorded, which is its fair value.

In total, the Company recorded $5,000 of debt discounts on the date of the note payable (OID) and had previously recorded $3,297 for the amortization of the debt discount to interest expense resulting in a balance of $1,703 at October 31, 2022.

As a result of the debt extinguishment and the recording of a new $30,000 convertible unsecured promissory note, modification, the Company evaluated the note in accordance with ASC 480 “Distinguishing Liabilities From Equity” because the convertible promissory note (1) embodies an unconditional obligation, (2) requires the Company to settle the unconditional obligation by issuing a variable number of its common shares, and (3) is based solely on a fixed monetary amount known at inception as the lender will receive $50,000. In accordance with ASC 480, the convertible promissory note was recorded as stock settled debt on the debt extinguishment date of November 29, 2022, recorded as a $20,000 put premium liability with an offset to interest expense. Additionally, the Company expensed the remaining $1,703 of debt discount to interest expense on the debt extinguishment date of November 29, 2022.

The lender also is a provider of a Common Stock Purchase Agreement in the amount of $2,500,000 that was declared effective in a Form-1 SEC filing on December 28, 2022. The Company commenced draw downs on the Common Stock Purchase Agreement and received two cash advances between January 5, 2023 and January 18, 2023 in the amount of $45,000. The Company repaid $5,000 of the $5,000 promissory note repayments on January 27, 2023 that was applied as $3,997 of principal and $1,003 of interest. As a result, the principal balance is $26,003 at January 31, 2023. See Note 5 Stock and Note 9 – Subsequent Events.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 4 – DEBT (CONTINUED)

As a result of the promissory note repayment, the Company adjusted the put premium for the repayment and during the three and nine months ended January 31, 2023, the Company recorded $2,665 which was reclassified as an offset to additional paid in capital in the balance sheet and the remaining put premium balance is $17,335 at January 31, 2023.

For the three and nine months ended January 31, 2023, the Company recorded $518 of interest expense, respectively in the accompanying unaudited Statements of Operations and at January 31, 2023, the Company has recorded $518 as accrued interest in the accompanying Balance Sheets.

	January 31, 2023			April 30, 2022
Convertible Secured Promissory Notes:

May 17, 2018 – Principal and interest at 8% due May 17, 2019. IN DEFAULT with interest recorded at default rate of 18%.	$	16,802		$	16,802

November 24, 2021 – Principal and interest at 12% due November 24, 2022.		-			315,000

April 18, 2022 – Principal and Interest at 12% due April 18, 2023		549,363			560,000

May 23, 2022 – Principal and Interest at 12% due May 23, 2023		516,663			-

Sep. 1, 2022 – Principal and Interest at 12% due Sep.1, 2023		55,000			-

Plus: put premium		11,201			11,201

Less: debt discount		(271,688	)		(473,618	)

Total Convertible Secured Notes Payable	$	877,341		$	429,385

Convertible Secured Promissory Note – May 9, 2016

At January 31, 2023 and April 30, 2022, the Company has a remaining balance of $0 from an original $550,000 face value convertible secured promissory note dated March 16, 2016. The Company has recorded $76,367 at January 31, 2023 and April 30, 2022 of accrued interest on the promissory note in the accompanying Balance Sheets.

Convertible Secured Promissory Note – May 17, 2018

At January 31, 2023 and April 30, 2022, the Company has recorded $16,802 owed from the issuance of an original $80,000 convertible secured promissory note dated May 17, 2018, with terms including interest accrued at 10% annually and the principal and interest payable on May 17, 2019. The promissory note at October 31, 2022 and April 30, 2022 is in default. However, the lender has not notified the Company of the default in writing but, the lender has several remedies including calling the principal amount and accrued interest due and payable immediately. The promissory note includes customary affirmative and negative covenants of the Company.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 4 – DEBT (CONTINUED)

On August 5, 2021, the Company repaid $50,000 of principal to the lender and as a result, the principal balance of the promissory note was $30,000. On August 10, 2021, the lender elected to convert $5,998 of the principal amount of the promissory note into 2,498,971 shares of the Company’s $0.001 par value common stock. As a result, the principal balance of the promissory note was $24,002.

On January 28, 2022, the lender elected to convert $7,200 of the principal amount of the promissory note into 1,000,000 shares of the Company’s $0.001 par value common stock. As a result, the principal balance of the promissory note is $16,802 at January 31, 2023 and April 30, 2022.

The Company evaluated the promissory note in accordance with ASC 480 “Distinguishing Liabilities From Equity” because the promissory note (1) embodies an unconditional obligation and (2) requires the Company to settle the unconditional obligation by issuing a variable number of its common shares, and (3) is based on a monetary amount known as the lender will receive $133,333 ($80,000 principal divided by the Conversion Price). In accordance with ASC 480, the promissory note has been classified as stock settled debt and the Company recorded a $53,333 put premium liability. Effective May 17, 2019, the Company is accruing interest at the default rate of eighteen percent (18%) per annum from the due date thereof until paid.

As a result of the payment and the two conversions described above in fiscal 2022, the Company reclassified $42,132 of the put premium liability to additional paid in capital and as a result, the put premium liability balance is $11,201 at January 31, 2023 and April 30, 2022, respectively.

During the three and nine months ended January 31, 2023, the Company recorded $762 and $2,287 of interest expense, respectively and for the three and nine months ended January 31, 2022, recorded $1,088 and $5,950 of interest expense, respectively, in the accompanying unaudited Statements of Operations. At January 31, 2023 and April 30, 2022, $47,093 and $44,806 of accrued interest was recorded in the accompanying Balance Sheets.

Convertible Secured Promissory Note – November 24, 2021.

On November 24, 2021, the Company signed an SPA and a Senior Secured Convertible Note (the “Note”) convertible at $0.008 per share, in the aggregate principal amount of $315,000 with an original issue discount of 10% OID. The Company received $255,820 of net proceeds from the issuance of the Note after payment of $31,500 for the OID and $27,680 of debt issuance costs. The Note is convertible into shares of the Company’s $0.001 par value common stock. The Company will have the option to prepay prior to maturity by paying the outstanding principal, accrued and unpaid interest and a $1,750 administrative fee.

Interest on the Note will be incurred at the rate of 12% per annum and the Note has a maturity date one year from the date of the Note or November 24, 2022. In the event of an event of default, interest will be at the rate of sixteen percent (16%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid.

As a result of full ratchet protection provided in the Note, the amended conversion price is $0.0058 per share and conversion is not permitted for a minimum of six (6) months from the closing date of the Note and the Company will ensure that common stock is reserved for issuance on a 1.5 to 1 basis. If an Event of Default exists at any time after the Issue Date hereof, but prior to the Conversion Date has existed, the Company shall pay to the lender an amount equal to the principal amount then outstanding plus accrued interest (including any default interest) multiplied by 125%.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 4 – DEBT (CONTINUED)

In relation to the Note, the Company issued the lender two warrants, (1) non-cancellable three (3) year term to acquire 10,000,000 shares of common stock of the Company at an exercise price of $0.035 per share and (2) cancellable five (5) year term to acquire 15,000,000 shares of common stock of the Company at an exercise price of $0.030 per share. The 15,000,000 five (5) year warrant is cancellable if the Company repays the Note prior to maturity. Additionally, the Company issued the lender’s broker representative a warrant with a five (5) year term to acquire 540,000 shares of common stock of the Company at an exercise price of $0.042 per share.

The Company evaluated the Note in accordance with ASU 2020-06 ASU 2020-06 “Debt—Debt with Conversion and Other Options” and determined that the conversion price is at a fixed rate. Further, due to the adoption of ASU 2020-06, no beneficial conversion feature was recorded. As a result, on the Note date of November 24, 2021, the Company recorded $315,000 as the liability for the Note with offsets of $31,500 for the OID and $27,680 of debt issue costs, both are being amortized to interest expense over the one-year term of the Note.

The Company evaluated the warrants and determined that there was no embedded conversion feature as the warrants contained a set exercise price with an adjustment only based upon customary items including stock dividends and splits, subsequent rights offerings, and pro rate distributions. The Company calculated the relative fair value between the note and the warrants on the issue date utilizing the Black Scholes Pricing Model for the warrants. As a result, the Company allocated $144,515 to the warrants which was recorded as a debt discount with an offset to additional paid in capital in the accompanying unaudited financial statements. The warrant calculations used the following assumptions: stock price $0.0116, warrant exercise price $0.03 to $0.042, expected term of 5 years, expected volatility of 316% and discount rate of 0.06%. The debt discount for the warrant will be amortized over the one-year term of the Note.

The Company received a waiver at April 30, 2022 of a triggered down round protection as a result of the Company’s Regulation A pricing of $0.021 per share on February 8, 2022. Effective July 29, 2022, the warrant holder provided notice of a cashless exercise of warrants at a reduced price of $0.0058 per share, based upon the Company issuing securities at this price previously – (See Note 5 – Stock). 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 July 29, 2022 related to the triggering of the full ratchet anti-dilution provision of the warrants at incremental fair value in the amount of $416,049 which was recorded to retained earnings with an offset to additional paid in capital.

Effective June 29, 2022 and through August 15, 2022, the warrant holder exercised 51,235,918 cashless warrants at the reduced price of $0.0058 per share into shares of the Company’s $0.001 per value common stock. See Note 5- Stock.

Effective September 15, 2022, the warrant holder provided notice of a cashless exercise of the warrants at a reduced price of $0.0007 per share, based upon the exercise price of a new warrant 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 the warrants at incremental fair value in the amount of $221,380 which was recorded to retained earnings with an offset to additional paid in capital.

In total, the Company recorded $203,695 of debt discounts on the date of the Note (OID, debt discount cost and warrants) and through April 30, 2022, the Company recorded $88,495 for the amortization of the debt discounts to interest expense and the debt discount balance was $115,200 at April 30, 2022.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 4 – DEBT (CONTINUED)

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 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 January 26, 2023 related to the triggering of the full ratchet anti-dilution provision of the warrants at incremental fair value in the amount of $61,592 which was recorded to retained earnings with an offset to additional paid in capital.

From May 23, 2022 to August 5, 2022, the lender elected to convert all $315,000 of the principal amount, $21,804 of accrued interest, $7,000 of note conversion fees and $79,656 of default interest into 73,010,363 shares of the Company’s $0.001 par value common stock. See Note 5 – Stock.

During the three and nine months ended January 31, 2023, the Company recorded $37,405 and $115,200 for the amortization and conversions of the debt discounts to interest expense, respectively and the debt discount balance is $0 at January 31, 2023.

Interest expense recorded in the accompanying unaudited Statement of Operations by the Company for the three and nine months ended January 31, 2023, was $79,101 and $85,201 (including $79,656 of default interest), respectively. At January 31, 2023 and April 30, 2022, the Company has recorded $0 and $16,259 (net of $21,804 and $0 of converted accrued interest), respectively in the accompanying Balance Sheets.

Convertible Secured Promissory Note – April 18, 2022.

On April 18, 2022, the Company signed an SPA and a Senior Secured Convertible Note (the “Note”) convertible at $0.021 per share, in the aggregate principal amount of $560,000 with an original issue discount of 10% OID. The Company received $468,760 of net proceeds from the issuance of the Note after payment of $56,000 for the OID and $35,240 of debt issuance costs. The Note is convertible into shares of the Company’s $0.001 par value common stock. The Company will have the option to prepay prior to maturity by paying the outstanding principal, accrued and unpaid interest and a $1,750 administrative fee. Interest on the Note will be incurred at the rate of 12% per annum and the Note has a maturity date one year from the date of the Note or April 18, 2023. In the event of an event of default, interest will be at the rate of sixteen percent (16%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid.

In relation to the Note, the Company issued the lender two warrants, (1) non-cancellable three (3) year term to acquire 13,350,000 shares of common stock of the Company at an exercise price of $0.025 per share and (2) cancellable five (5) year term to acquire 13,350,000 shares of common stock of the Company at an exercise price of $0.035 per share. The 13,350,000 five (5) year warrant is cancellable if the Company repays the Note prior to maturity. Additionally, the Company issued the lender’s broker representative a warrant with a three (3) year term to acquire 1,008,000 shares of common stock of the Company at an exercise price of $0.025 per share.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 4 – DEBT (CONTINUED)

The Company evaluated the Note in accordance with ASU 2020-06 ASU 2020-06 “Debt—Debt with Conversion and Other Options” and determined that the conversion price is at a fixed rate. Further, due to the adoption of ASU 2020-06, no beneficial conversion feature was recorded. As a result, on the Note date of April 18, 2022, the Company recorded $560,000 as the liability for the Note with offsets of $56,000 for the OID and $35,240 of debt issue costs, both are being amortized to interest expense over the one-year term of the Note.

The Company evaluated the warrants and determined that there was no embedded conversion feature as the warrants contained a set exercise price with an adjustment only based upon customary items including stock dividends and splits, subsequent rights offerings, and pro rate distributions. The Company calculated the relative fair value between the note and the warrants on the issue date utilizing the Black Scholes Pricing Model for the warrants. As a result, the Company allocated $279,362 to the warrants which was recorded as a debt discount with an offset to additional paid in capital in the accompanying financial statements. The warrant calculations used the following assumptions: (1) 3- year term warrants - stock price $0.0227, warrant exercise price $0.025, expected term of 3 years, expected volatility of 314% and discount rate of 0.82% and (2) 5- year term warrants - stock price $0.0227, warrant exercise price $0.035, expected term of 5 years, expected volatility of 317% and discount rate of 0.82%. The debt discount for the warrants will be amortized over the one-year term of the Note.

The Company received a waiver at April 30, 2022 of a triggered down round protection as a result of the Company’s Regulation A pricing of $0.021 per share on February 8, 2022. Effective July 29, 2022, a warrant holder provided notice of a cashless exercise of warrants issued with the November 24, 2021 financing, at a reduced price of $0.0058 per share, based upon the Company issuing securities at this price previously. 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 ASU 2017-11, Subtopic 470-20, Debt—Debt with Conversion and Other Options). The Company calculated a deemed dividend effective July 29, 2022 related to the triggering of the full ratchet anti-dilution provision of the warrants at incremental fair value in the amount of $501,951 which was recorded to retained earnings with an offset to additional paid in capital.

Effective September 15, 2022, the warrant holder provided notice of a cashless exercise of the warrants at a reduced price of $0.0007 per share, based upon the exercise price of a new warrant 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 the warrants at incremental fair value in the amount of $1,873,583 which was recorded to retained earnings with an offset to additional paid in capital.

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 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 January 26, 2023 related to the triggering of the full ratchet anti-dilution provision of the warrants at incremental fair value in the amount of $524,364 which was recorded to retained earnings with an offset to additional paid in capital.

From October 20, 2022 to November 10, 2022, the lender elected to convert $10,637 of principal, $37,375 of accrued interest and $3,500 of note conversion fees into 73,588,085 shares of the Company’s $0.001 par value common stock. See Note 5 – Stock.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 4 – DEBT (CONTINUED)

In total, the Company recorded $370,602 of debt discounts on the date of the Note (OID, debt discount cost and warrants). During the three and nine months ended January 31, 2023, the Company recorded $105,596 and $199,008 for the amortization of the debt discounts to interest expense and the debt discount balance was $81,520 at January 31, 2023.

Interest expense recorded in the accompanying Statement of Operations by the Company for the three and nine months ended January 31, 2023, was $16,883 and $51,229. At January 31, 2023 and April 30, 2022, the Company has recorded $15,695, (net of $37,375 of converted interest) and $1,841 of accrued interest, respectively in the accompanying Balance Sheets.

Convertible Secured Promissory Note – May 23, 2022.

On May 23, 2022, the Company signed an SPA and a Senior Secured Convertible Note (the “Note”) convertible at $0.021 per share, in the aggregate principal amount of $560,000 with an original issue discount of 10% OID. The Company received $468,760 of net proceeds from the issuance of the Note after payment of $56,000 for the OID and $35,240 of debt issuance costs. The Note is convertible into shares of the Company’s $0.001 par value common stock. The Company will have the option to prepay prior to maturity by paying the outstanding principal, accrued and unpaid interest and a $1,750 administrative fee.

Interest on the Note will be incurred at the rate of 12% per annum and the Note has a maturity date one year from the date of the Note or May 23, 2023. In the event of an event of default, interest will be at the rate of sixteen percent (16%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid.

The Company evaluated the Note in accordance with ASU 2020-06 ASU 2020-06 “Debt—Debt with Conversion and Other Options” and determined that the conversion price is at a fixed rate. Further, due to the adoption of ASU 2020-06, no beneficial conversion feature was recorded. As a result, on the Note date of May 23, 2022, the Company recorded $560,000 as the liability for the Note with offsets of $56,000 for the OID and $35,240 of debt issue costs, both are being amortized to interest expense over the one-year term of the Note.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 4 – DEBT (CONTINUED)

The warrant calculations used the following assumptions: (1) 3- year term warrants - stock price $0.022, warrant exercise price $0.025, expected term of 3 years, expected volatility of 283% and discount rate of 1.07% and (2) 5- year term warrants - stock price $0.022, warrant exercise price ($0.03 to $0.035), expected term of 5 years, expected volatility of 317% and discount rate of 1.07%. The debt discount for the warrants will be amortized over the one-year term of the Note.

The Company received a waiver at April 30, 2022 of a triggered down round protection as a result of the Company’s Regulation A pricing of $0.021 per share on February 8, 2022. Effective July 29, 2022, a warrant holder provided notice of a cashless exercise of warrants issued with the November 24, 2021 financing, at a reduced price of $0.0058 per share, based upon the Company issuing securities at this price previously. 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 ASU 2017-11, Subtopic 470-20, Debt—Debt with Conversion and Other Options). The Company calculated a deemed dividend related to the triggering of the full ratchet anti-dilution provision of the warrants at incremental fair value in the amount of $501,951 which was recorded to retained earnings with an offset to additional paid in capital.

Effective September 15, 2022, the warrant holder provided notice of a cashless exercise of the warrants at a reduced price of $0.0007 per share, based upon the exercise price of a new warrant 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 the warrants at incremental fair value in the amount of $1,873,583 which was recorded to retained earnings with an offset to additional paid in capital.

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 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 January 26, 2023 related to the triggering of the full ratchet anti-dilution provision of the warrants at incremental fair value in the amount of $524,716 which was recorded to retained earnings with an offset to additional paid in capital.

From November 30, 2022 to January 13, 2013, the lender elected to convert $43,337 of principal, $42,437 of accrued interest and $7,000 of note conversion fees into 132,533,607 shares of the Company’s $0.001 par value common stock. See Note 5 – Stock.

In total, the Company recorded $366,202 of debt discounts on the date of the Note (OID, debt discount cost and warrants). During the three and nine months ended January 31, 2023, the Company recorded $92,302 and $161,529 for the amortization of the debt discounts to interest expense, respectively and the debt discount balance was $162,688 at January 31, 2023.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 4 – DEBT (CONTINUED)

Interest expense recorded in the accompanying Statement of Operations by the Company for the three and nine months ended January 31, 2023, was $16,595 and $46,237, respectively. At January 31, 2023, the Company has recorded $3,800 (net of $42,437 of interest converted) of accrued interest, respectively in the accompanying Balance Sheets.

Convertible Secured Promissory Note – September 1, 2022.

On September 1, 2022, the Company signed an SPA and a Senior Secured Convertible Note (the “Note”) convertible at $0.0007 per share, in the aggregate principal amount of $55,000 with an original issue discount of 10% OID. The Company received $43,530 of net proceeds from the issuance of the Note after payment of $5,500 for the OID and $5,970 of debt issuance costs. The Note is convertible into shares of the Company’s $0.001 par value common stock. The Company will have the option to prepay prior to maturity by paying the outstanding principal, accrued and unpaid interest and a $1,750 administrative fee.

Interest on the Note will be incurred at the rate of 12% per annum and the Note has a maturity date one year from the date of the Note or September 1, 2023. In the event of an event of default, interest will be at the rate of sixteen percent (16%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid.

The conversion price is $0.0007 per share and conversion is not permitted for a minimum of six (6) months from the closing date of the Note and the Company will ensure that common stock is reserved for issuance on a 1.5 to 1 basis. If an Event of Default exists at any time after the Issue Date hereof, but prior to the Conversion Date has existed, the Company shall pay to the lender an amount equal to the principal amount then outstanding plus accrued interest (including any default interest) multiplied by 125%.

In relation to the Note, the Company issued the lender two warrants, (1) non-cancellable three (3) year term to acquire 30,000,000 shares of common stock of the Company at an exercise price of $0.0007 per share and (2) cancellable five (5) year term to acquire 47,000,000 shares of common stock of the Company at an exercise price of $0.035 per share. The 47,000,000 five (5) year warrant is cancellable if the Company repays the Note prior to maturity.

The Company evaluated the Note in accordance with ASU 2020-06 ASU 2020-06 “Debt—Debt with Conversion and Other Options” and determined that the conversion price is at a fixed rate. Further, due to the adoption of ASU 2020-06, no beneficial conversion feature was recorded. As a result, on the Note date of September 1, 2022, the Company recorded $55,000 as the liability for the Note with offsets of $5,500 for the OID and $5,970 of debt issue costs, both are being amortized to interest expense over the one-year term of the Note.

The warrant calculations used the following assumptions: stock price $0.00165, warrant exercise price - $0.0007, expected term of 5 years, expected volatility of 323% and discount rate of 2.88%. The debt discount for the warrants will be amortized over the one-year term of the Note.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 4 – DEBT (CONTINUED)

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 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 January 26, 2023 related to the triggering of the full ratchet anti-dilution provision of the warrants at incremental fair value in the amount of $142,806 which was recorded to retained earnings with an offset to additional paid in capital.

In total, the Company recorded $47,089 of debt discounts on the date of the Note (OID, debt discount cost and warrants). During the three and nine months ended January 31, 2023, the Company recorded $11,869 and $19,609 for the amortization of the debt discounts to interest expense, respectively and the debt discount balance was $27,480 at January 31, 2023.

Interest expense recorded in the accompanying Statement of Operations by the Company for the three and nine months ended January 31, 2023 was $1,663 and $2,748. At January 31, 2023, the Company has recorded $2,748 of accrued interest, respectively in the accompanying Balance Sheets.

NOTE 5 – STOCK

Common Stock:

The Company is authorized to issue up to 2,000,000,000 shares of common stock at $0.001 par value per share. Effective August 26, 2022, the Company filed a certificate of amendment with the State of Delaware increasing the authorized shares from 950,000,000 to 2,000,000,000. At January 31, 2023, there were 1,214,831,545 shares issued and 1,213,331,545 shares outstanding. There are 1,500,000 shares issued to former officers that were terminated prior to their vesting period and excluded from the shares outstanding at January 31, 2023. Per the employment agreements, any unvested shares not yet released to employee shall be returned to Company treasury, and employee shall be entitled to no compensation for such shares. The Company plans to pursue the return of the unvested shares.

Common Stock Issued

From May 11, 2022 through July 20, 2022, the Company received $574,174 of proceeds from the sale of 29,157,141 shares of stock at prices ranging from $0.0168 to $0.021 per share in relation to the Company’s Form 1-A Regulation A Offering Statement with the SEC for the sale of 125,000,000 shares of $0.001 par value common stock. Additionally, the Company received $40,000 of proceeds from three Reg A investors but were not processed because of technical paperwork items with the subscription documents. The Company repaid $10,000 of the proceeds and as a result, the Company has recorded a $30,000 subscription payable at January 31, 2023.

From May 23, 2022 to August 5, 2022, a lender of an original $315,000 senior secured convertible promissory note, elected to convert all $315,000 of the principal amount, $21,804 of accrued interest, $7,000 of note conversion fees and $79,656 of default interest into 73,010,363 shares of the Company’s $0.001 par value common stock. See Note 4 – Debt.

Effective June 6, 2022, the Company executed a settlement agreement with the lender of an original $150,000 convertible unsecured promissory note with an outstanding $6,000 principal balance. The settlement agreement was a release of any and all rights that the lender could have requested in exchange for the issuance of 2,600,000 shares of the Company’s common stock which were due under the original conversion terms. In exchange for the issuance of the shares, the remaining $6,000 outstanding principal balance of the note payable and accrued interest of $1,221 or $7,221 in total were cancelled. The difference between the $7,221 and $2,600 par value of the shares issued or $4,621 was recorded as an offset to additional paid in capital. As a result of the settlement, the promissory note has been cancelled effective June 6, 2022. See Note 4- Debt.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 5 – STOCK (Continued)

From June 29, 2022 through July 11, 2022, the lender of an original $55,000 convertible unsecured promissory note elected to convert the entire $55,000 outstanding principal amount and $2,200 of accrued interest into 4,144,927 shares of the Company’s $0.001 par value common stock and as a result, the principal balance of the promissory note and accrued interest is $0 after the conversion. See Note 4 – Debt.

On July 13, 2022, in relation to the issuance of a 10% convertible promissory note in the aggregate principal amount of $100,000, the Company issued five million (5,000,000) shares of the Company’s $0.001 par value common stock. The Company evaluated the 5,000,000 shares of stock issued and calculated the relative fair value between the note and the stock on the issue date utilizing the $0.0215 trading price of the stock on July 13, 2022, the date of issuance. As a result, the Company allocated $51,807 to the stock which was recorded as a debt discount with an offset to additional paid in capital. The debt discount for the stock is being amortized over the six-month term of the Note.

On July 15, 2022, in relation to the issuance of a 10% note payable in the aggregate principal amount of $200,000, the Company issued one million (1,000,000) shares of the Company’s $0.001 par value common stock. The Company evaluated the 1,000,000 shares of stock issued and calculated the relative fair value between the note payable and the stock on the issue date utilizing the $0.0215 trading price of the stock on July 15, 2022, the date of issuance. As a result, the Company allocated $18,953 to the stock which was recorded as a debt discount with an offset to additional paid in capital. The debt discount for the stock is being amortized over the one-year term of the note payable.

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 to be 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 Company valued the shares at $0.0193, the trading price of the Company’s Common Stock on July 27, 2022, resulting in a valuation of $19,300, which was expensed. The Company failed to make the $70,000 cash payment and the $153,106 remains in accounts payable at January 31, 2023.

Effective August 22, 2022, the Company granted 1,250,000 restricted $0.001 par value common stock to the Chief Financial Officer. The common stock was vested fully on the grant date. The vested shares were valued at $0.0028 per share, the quoted market price on the date of grant and the Company recorded $3,438 of stock compensation expense on the grant date of August 22, 2022. Additionally, the Company granted the Chief Financial Officer warrants to purchase 500,000 shares of the Company’s $0.001 par value common stock at an exercise price of $0.03 per share and a three (3) year term. The Company evaluated the issuance of the warrant in accordance with ASC 718, Compensation—Stock Compensation for share-based payments to employees, using the Black Scholes Pricing Model to determine the fair value. The fair value for the stock warrant was $1,211, which was recorded to stock compensation expense on the grant date of August 22, 2022.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 5 – STOCK (Continued)

The Company used the following assumptions in estimating the fair value of the warrant:

Stock Price	$	0.0028
Exercise Price	$	0.03
Expected Remaining Term	3 years
Volatility		234	%
Annual Rate of Quarterly Dividends		0.00	%
Risk Free Interest Rate		2.74	%

Subject to the satisfaction of all of the conditions set forth in the Agreement, the Company shall have the right, but not the obligation, to direct the Investors, by its delivery to the Investors of a Purchase Notice from time to time, to purchase a minimum of a combined fifty thousand dollars ($50,000) and up to a maximum of; (i) five hundred thousand dollars ($500,000), or (ii) one hundred and ten percent (110%) of the average daily volume traded for the Company’s common stock during the relevant Valuation Period (subject to adjustments for stock splits, dividends, and similar occurrences), subject to the Available Amount. The Valuation Period is the five (5) consecutive Business Days immediately preceding, but not including the date a Purchase Notice is delivered. The maturity date of the Agreement is June 30, 2023.

The Purchase Price is 75% of the lowest traded price of the Common Stock during the Valuation Period. The right of the Company to commence sales of the common stock is subject to the satisfaction that the Company’s Form S-1 Registration Statement with the Securities and Exchange Commission (“SEC”) shall have been declared and remain effective by and with the SEC, and no stop order with respect to the Registration Statement shall be pending or threatened by the SEC. Both Common Stock Purchase Agreements include a one-time $2,500 document processing fee upon the first funding.

Both Common Stock Purchase Agreements include the issuance of 31,250,000 shares of Common Stock (62,500,000 combined) with 7,812,500 each (15,625,000 combined) issued upon the execution of the Common Stock Purchase Agreements and 23,437,500 each (46,875,000 combined) issued upon an effective registration with the SEC of the Company’s Form S-1 Registration Statement. Additionally, both Common Stock Purchase Agreements provide for the issuance of 83,333,333 warrants (166,666,666 combined) to purchase shares of Common Stock with an exercise price of $0.003 per share and a five (5) year exercise period.

The 15,625,000 combined shares issued upon execution of the Common Stock Purchase Agreements were valued at a range of $0.0016 to $0.00165 per share, the quoted market price on the dates of grant and the Company recorded $25,391 of deferred offering costs. For the 166,666,666 warrants issued, the Company used the Black Scholes Pricing Model to determine the fair value. The fair value for the stock warrants was $270,729, which was recorded to deferred offerings costs. As a result of the SEC declaring the Company’s Form S-1 effective on December 28, 2022, the Company reclassified the deferred offering costs to additional paid in capital as a cost for the sale of Form S-1 common stock which occurred in January 2023.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 5 – STOCK (Continued)

The Company used the following assumptions in estimating the fair value of the warrants:

Stock Price	$	0.0016 to 0.00165
Exercise Price	$	0.003
Expected Remaining Term	5 years
Volatility		323	%
Annual Rate of Quarterly Dividends		0.00	%
Risk Free Interest Rate		2.88to2.96	%

Effective January 5, 2023, the Company issued 46,875,250 combined shares (23,437,750 and 23,437,500 ) of the Company’s $0.001 par value common stock to two parties that provided Common Stock Purchase Agreements upon the effective registration of a Form S-1 with the SEC that occurred on December 28, 2022. This is 250 shares short of the combined total but the party has made a claim that they received the incorrect amount. The Company commenced drawdowns on the Common Stock Purchase Agreements in January 2023 and the 46,875,250 combined shares issued were valued at $0.00125 per share, the quoted market price on the date of grant and the Company recorded $23,438 to additional paid in capital as a cost for the sale of Form S-1 stock, which occurred in January 2023.

Effective October 12, 2022, the Company issued 1,720,000 shares to two consultants for services. The shares were valued at $0.00130 per share, the trading price on October 12, 2022 and as a result, the Company recorded $2,236 as consulting expense.

Effective June 29, 2022 and through October 20, 2022, a warrant holder related to convertible secured promissory notes exercised 167,730,445 cashless warrants and issued common stock in the same amount at triggered down round protection pricing from $0.0058 to $0.0007 per share into shares of the Company’s $0.001 per value common stock. See Note 4- Debt.

From October 20, 2022 to November 10, 2022, a lender of an original $560,000 senior secured convertible promissory note dated April 18, 2022, elected to convert $10,637 of the principal amount, $37,375 of accrued interest and $3,500 of note conversion fees into 73,588,085 shares of the Company’s $0.001 par value common stock. See Note 4 – Debt.

From November 30, 2022 to January 13, 2013, a lender of an original $560,000 senior secured convertible promissory note dated May 23, 2022 elected to convert $43,337 of principal, $42,437 of accrued interest and $7,000 of note conversion fees into 132,533,607 shares of the Company’s $0.001 par value common stock. See Note 4 – Debt.

From January 5, 2023 to January 18, 2023, the Company sold 85,000,000 shares of its $0.001 par value common stock to a provider of a Common Stock Purchase Agreement that were included on a Form S-1 that was declared effected by the SEC on December 28, 2022. The sale of stock was priced from $0.00045 to $0.000675 per share and the Company is to receive approximately $45,000 of proceeds. Of the 85,000,000 shares sold, 40,000,000 were issued by the transfer agent but the Company did not receive the $18,000 of proceeds until February 3, 2023. As a result, the Company recorded the $18,000 as a subscription receivable at January 31, 2023. See Note 9 – Subsequent Events.

From January 6, 2023 to January 17, 2023, a lender of an original $55,000 unsecured convertible promissory note dated June 2, 2022 elected to convert $31,500 of the principal balance into 47,269,303 shares of the Company’s $0.001 par value common stock. See Note 4 – Debt.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 6 – STOCK BASED COMPENSATION

Stock Options:

The following table summarizes stock option activity of the Company for the nine months ended January 31, 2023:

	Stock Options Outstanding
	Number of		Weighted Average Exercise		Weighted Average Remaining Contractual		Aggregate Intrinsic
	Options		Price		Life (Years)		Value
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	$	-

Stock Warrants:

Effective May 8, 2022, 1,500,000 warrants issued in relation to an original $150,000 convertible secured promissory note issued May 2019 expired unexercised.

On May 23, 2022, in relation to a $560,000 Convertible Secured Promissory Note, the Company issued the lender two warrants, (1) non-cancellable three (3) year term to acquire 13,350,000 shares of common stock of the Company at an exercise price of $0.025 per share and (2) cancellable five (5) year term to acquire 13,350,000 shares of common stock of the Company at an exercise price of $0.035 per share. The 13,350,000 five (5) year warrant is cancellable if the Company repays the Note prior to maturity. Additionally, the Company issued the lender’s broker representative a warrant with a three (3) year term to acquire 1,008,000 shares of common stock of the Company at an exercise price of $0.025 per share. See Note 4 – Debt.

Effective July 29, 2022, a warrant holder related to the issuance of senior secured promissory notes, provided notice of a cashless exercise of 137,931,115 warrants at a reduced price of $0.0058 per share, based upon the Company issuing securities at this price previously. 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 ASU 2017-11, Subtopic 470-20, Debt—Debt with Conversion and Other Options). See Note 4 – Debt.

As a result of the July 29, 2022 notice from the warrant holder discussed above, the total number of warrants outstanding from convertible secured promissory notes dated November 24, 2021, April 18, 2022 and May 23, 2022 were adjusted. As a result, the adjustment was from a combined total of 80,956,000 warrants to 475,596,634 warrants or an increase of 394,640,634 warrants.

From July 29, 2022 to August 22, 2022, a warrant holder exercised 106,102,137 cashless warrants at the reduced price of $0.0058 per share.

Effective August 22, 2022, the Company granted the Chief Financial Officer warrants to purchase 500,000 shares of the Company’s $0.001 par value common stock at an exercise price of $0.03 per share and a three (3) year term.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 6 – STOCK BASED COMPENSATION (Continued)

From September 1, 2022 to September 6, 2022, the Company signed two identical Common Stock Purchase Agreements whereby subject to the terms and conditions set forth, the Company will sell to the two Investors up to a combined Five Million Dollars ($5,000,000) of registered common stock, $0.001 par value per share (the “Common Stock”). This represents a potential $2,500,000 for each investor. Both Common Stock Purchase Agreements provide for the issuance of 83,333,333 warrants (166,666,666 combined) to purchase shares of Common Stock with an exercise price of $0.003 per share and a five (5) year exercise period. See Note 5 – Stock.

On September 1, 2022, in relation to a $50,000 Convertible Secured Promissory Note, the Company issued the lender two warrants, (1) non-cancellable three (5) year term to acquire 30,000,000 shares of common stock of the Company at an exercise price of $0.0007 per share and (2) cancellable five (5) year term to acquire 47,000,000 shares of common stock of the Company at an exercise price of $0.0007 per share. The 47,000,000 five (5) year warrant is cancellable if the Company repays the Note prior to maturity.

Effective September 15, 2022, a warrant holder provided notice of a cashless exercise of warrants at a reduced price of $0.0007 per share, based upon the exercise price of a new warrant 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 ASU 2017-11, Subtopic 470-20, Debt—Debt with Conversion and Other Options).

As a result of the September 15, 2022 notice from the warrant holder discussed above, the total number of warrants outstanding from convertible secured promissory notes dated November 24, 2021, April 18, 2022 and May 23, 2022 were adjusted. As a result, the remaining total warrants outstanding (after previous exercises) of 307,463,864 warrants increased to 2,514,514,989 warrants or an increase of 2,207,051,125 warrants. See Note 8 – Commitments and Contingencies. 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. See Note 4 – Debt.

From September 15, 2022 to September 29, 2022, a warrant holder exercised 61,628,308 cashless warrants at the reduced price of $0.0007 per share.

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. As a result, the remaining total warrants outstanding (after previous exercises) of 307,463,864 warrants increased from 2,591,989,314 warrants to 4,167,761,156 or an increase of 1,575,771,842 warrants. See Note 8 – Commitments and Contingencies. 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. See Note 4 – Debt.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 6 – STOCK BASED COMPENSATION (Continued)

The following table summarizes stock warrant activity of the Company for the nine months ended 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.

NOTE 7 – RELATED PARTY TRANSACTIONS

The Company has previously accrued $777,111 comprised of $740,000 for unpaid former officer compensation and $37,111 for the employer’s share of payroll taxes related to the unpaid former officer compensation in the accompanying Balance Sheets at January 31, 2023 and April 30, 2022, respectively. The accrued compensation is related to two former officers and the Company believes that because of the termination of all officers, there is no employment agreement or compensation due to the former officers.

At January 31, 2023 and April 30, 2022, the Company has recorded $178,847 and $210,868, respectively of accounts payable – related parties for Company related expenses. The January 31, 2023, balance of $178,847 is comprised of (1) $167,550 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 CFO of the Company and (3) $336 owed to the SVP of Football Operations.

The $167,550 owed to the President, CEO and member of the Board of Directors includes $121,350 of expenses related to a consulting agreement with the Company and $46,200 of expenses related to an office in home. The $10,961 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 is for accrued and unpaid expenses paid on behalf of the Company.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 7 – RELATED PARTY TRASNACTIONS (Continued)

On March 5, 2020 and August 12, 2020, a member of the Board of Directors, provided $55,000 of proceeds to the Company through the issuance of two Note Payables, one for $25,000 and another for $30,000. The Note Payable terms include an annual interest rate of 10% and are both payable on April 30, 2023, by virtue of an extension. See Note 4 – Debt.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Commitments and Contingencies for the Company have not changed from the disclosures in the Form 10-K for the years ended April 30, 2022, and 2021, filed on July 29, 2022, except for the following:

Logo Design and Website development Vendor:

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. See Note 5 – Stock.

Bankruptcy Trustee

Effective June 13, 2022, the Company executed an agreement with a third-party purchaser of a $70,000 judgment from August 2018 related to a claim in 2016 relating to an October 1, 2014 agreement between the Company and debtor in a Chapter 7 bankruptcy. The Company had previously recorded the $70,000 judgment as in accrued expenses. The settlement required the Company to make a $12,500 cash payment which was made and as a result, the Company recognized a $57,500 settlement gain, recorded as a component of Other Income (Expense) for the nine months ended January 31, 2023. The Company received a full release from all claims related to the judgment.

Unpaid Taxes and Penalties

At January 31, 2023, and April 30, 2022, the Company owed the State of Delaware $110,154 for unpaid state income taxes from the tax year ended April 30, 2007. The Company does not owe income taxes for any other year than 2007. The unpaid state income taxes are included as state income taxes payable in accompanying Balance Sheets at January 31, 2023, and April 30, 2022, respectively. Additionally, the Company owes the State of Delaware for penalties and interest from the tax year ending April 30, 2007, of $302,076 and $283,983, which is included as accrued expenses in the Balance Sheets at January 31, 2023 and April 30, 2022, respectively.

The Company has an agreement with the State of Delaware to pay a minimum per month. However, due to cash flow constraints, the Company has been unable to pay the minimum monthly amounts and is in default of the agreement that may cause additional interest and penalties and lead to other collection efforts by the State of Delaware.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 8 – COMMITMENTS AND CONTINGENCIES (Continued)

Shareholder Approval for Certificate of Amendment

Effective August 26, 2022, the Company amended the Certificate of Incorporation in Delaware increasing the authorized shares from 950,000,000 to 2,000,000,000. For this amendment, written consent in accordance with Section 228 of the General Corporation Law of the State of Delaware was not adhered to. The Company corrected this effective December 1, 2022 with shareholder approval ratifying the Company’s Amended and Restated Bylaws to increase the authorized number of common share.

Failure to Reserve Sufficient Shares of Common Stock with Transfer Agent.

The Company has existing convertible promissory notes and warrants with a covenant to reserve sufficient shares with the transfer agent of common stock for the potential conversion of these securities. At January 31, 2023, the calculated shares issuable under the assumed conversion of the promissory notes and exercise of warrants is greater than the amount of shares that the Company has reserved with the transfer agent for certain lenders. As a result, the lenders of the convertible promissory notes cand warrant holders could declare an event of default and the principal and accrued interest would become immediately due and payable. Additionally, the lenders and warrant holders have additional remedies including penalties against the Company. See Note 4 – Debt.

NOTE 9 – SUBSEQUENT EVENTS

Effective January 13, 2023, a lender of an of an original $100,000 convertible unsecured promissory note dated July 13, 2022, declared an event of default related to the Company not paying outstanding principal and interest due on the maturity date of January 13, 2023. As a result, and in accordance with the promissory note covenants, upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Company shall pay to the lender, in full satisfaction of its obligations hereunder, an amount equal to 150% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment plus Default Interest at a rate of 22%. Effective February 3, 2023 with the Event of Default, the outstanding principal was increased from $100,000 to $160,000 and default interest was calculated at $17,841 for a total amount owed of $177,841.

From February 3, 2023 to February 28, 2023, the lender elected to convert $25,275 of the outstanding $177,841 total amount owed into 97,896,638 shares of the Company’s $0.001 par value common stock. The conversion price was from $0.0002 to $0.0003 per share and after the conversions, the outstanding principal and interest balance is $155,276. See Note 4- Debt. The issuance of the shares below $0.00045 triggered anti-dilution provisions in certain other instruments effective February 2023.

On February 6, 2023, the Company received $18,000 of proceeds from the sale of its $0.001 par value common stock that was recorded as a subscription receivable at January 31, 2023. See Note 5 – Stock.

On February 6, 2023, the Company repaid $2,500 of an original $50,000 convertible unsecured promissory note dated April 14, 2016. As a result of the repayment, the outstanding principal balance is now $30,000. See Note 4 – Debt.

Effective February 14, 2023, a lender of an original $560,000 convertible secured promissory note dated May 23, 2023, elected to convert $4,445 of principal, $5,605 of accrued interest and $1,750 of note conversion fees into 20,000,000 shares of the Company’s $0.001 par value common stock. The conversion price was $0.00059 per share and after the conversion, the outstanding principal balance is $512,218. See Note 4- Debt.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2023

NOTE 9 – SUBSEQUENT EVENTS (Continued)

On February 13, 2023, a lender of several convertible secured promissory notes provided a waiver of the repayment from proceeds up to $50,000 received from each sale of common stock to providers of Common Stock Purchase Agreements. However, if the proceeds received from a sale of common stock exceed $50,000, the excess proceeds will be utilized to repay the lenders outstanding secured promissory notes. See Note 4 – Debt.

On February 16, 2023, the Company sold 40,000,000 shares of its $0.01 par value common stock to a provider of a Common Stock Purchase Agreement that were included on a Form S-1 that was declared effected by the SEC on December 28, 2022. The sale of stock was priced at $0.00045 per share and the Company received $18,000 of proceeds. See Note 5 – Stock.

Effective February 15, 2023, a lender of an of an original $200,000 note payable dated July 15, 2022, declared an event of default related to the Company not reserving sufficient shares for its outstanding principal and interest due on the maturity date of July 15, 2023. As a result, and in accordance with the note payable covenants, upon the occurrence and during the continuation of any Event of Default, the note payable and all accrued interest shall become immediately due and payable and convertible into shares of the Company’s $0.001 par value common stock.

From February 15, 2023 to February 28, 2023, the lender elected to convert outstanding principal and interest into 100,000,000 shares of the Company’s $0.001 par value common stock. See Note 4- Debt.

On February 24, 2023, the Company sold 15,000,000 shares of its $0.01 par value common stock to a provider of a Common Stock Purchase Agreement that were included on a Form S-1 that was declared effected by the SEC on December 28, 2022. The sale of stock was priced at $0.0003 per share and the Company received $4,500 of proceeds. See Note 5 – Stock.

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

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

The following discussion is qualified by reference to and should be read in conjunction with our Company’s 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. Major League Football, Inc. (the “Company,” “we,” “us” or “our”) plans to establish, develop, and operate Major League Football (“MLFB”) as a professional Spring 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 that was initiated in June 2022 was that the initial teams would be located in Ohio, Virginia, Arkansas, and Alabama. Our proposed spring playing schedule avoids all competition with the NFL and colleges and these initial cities have 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 commenced football training camp operations in June 2022 with a camp start date of July 18, 2022, which was located at Ladd-Peebles Stadium in Mobile, Alabama. The training camp was comprised of the four initial teams and included over 260 potential players and coaches. The camp included transportation of certain football equipment from a Texas warehouse along with the purchase of new equipment. However, due a significant delay in negotiating the stadium lease, the Company was delayed in obtaining additional funding from a planned registration statement. The Company was funding the training camp operations from the sale of convertible promissory notes and the sale of common stock from an existing Regulation A offering. Because of a delay in funding, the Company suffered a significant cash flow issue with the payment of hotels and other training camp operating expenses. As a result, the Company shut down the training camp on July 29, 2022. As a result of the shutdown of the training camp, the Company has a significant outstanding accounts payable balance from the training camp activities at January 31, 2023 that the Company is committed to paying in full.

We have commenced planning for a full spring football season in 2023 tentatively commencing with training camp in May 2023 and games from June through July 2023 and a championship game held in July 2023. This schedule is being developed with our broadcaster’s input as to what dates are compatible with their preferred broadcast schedule.

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Inflation has increased during the period covered by this report and is expected to continue to remain at elevated levels or even increase for the near future. Inflation generally affects us by increasing our cost of our football operating expenses including the costs of professional fees for services provided. We do not believe inflation has had a material effect on our results of operations during the three and nine months ended January 31, 2023.

On September 7, 2022, the Company announced that it had signed two Common Stock Purchase Agreements in the amount of $2,500,000 each or $5,000,000 combined that were contingent on the Company filing and approval from the Securities and Exchange Commission (“SEC”) of a Form S-1 Registration Statement. The Company filed a Form S-1 Registration Statement with the SEC, and it was declared effective on December 28, 2022. As a result, the Company commenced funding from the Common Stock Purchase Agreements in January 2023. As previously announced, the Company continues to move forward with plans to pay all obligations incurred while preparing for a full season of spring football in 2023. The key management team of the Company remains intact and dedicated to this goal. In addition to these two agreements, the Company continues to have discussions with other parties for potential funding. The Common Stock Purchase Agreements are contingent on certain stock trading volume requirements and amounts, which may not occur in a timely fashion, as it is dependent on the market pricing of our stock. As a result, we may not be able to achieve these capital-raising objectives and if the required capital is not obtained in the proposed timeframe, the Company’s planned 2023 spring 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.

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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 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.

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.

MLFB intends to maximize ticket vendor technology and enhance its services to patrons with innovative ticketing procedures that include:

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	·	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.

Financial Condition

As reflected in the unaudited financial statements, the Company had limited revenues and had a net income (loss) of $372,904 and $(1,794,096) 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 has 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.

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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.

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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.

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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. Consequently, the 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, 2023, and 2022, respectively:

	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.

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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 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.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not Required as a Smaller Reporting Company.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, our Company evaluated the effectiveness and design and operation of its disclosure controls and procedures. Our Company’s disclosure controls and procedures are the controls and other procedures that we designed to ensure that our Company records, processes, summarizes, and reports in a timely manner the information that it must disclose in reports that our Company files with or submits to the Securities and Exchange Commission. Our management, including our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures at January 31, 2023, and concluded that the disclosure controls and procedures were not effective, because certain deficiencies involving internal controls over financial reporting constituted a material weakness as discussed below.

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

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

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

Changes in Internal Control Over Financial Reporting.

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

Significant Events

We commenced football training camp operations in June 2022 with a cap start date of July 18, 2022, which was located at Ladd-Peebles Stadium in Mobile, Alabama. The training camp was comprised of the four initial teams and included over 260 potential players and coaches. The camp included transportation of certain football equipment from a Texas warehouse along with the purchase of new equipment. However, due to a significant delay in negotiating the stadium lease, the Company was delayed in obtaining additional funding from a planned registration statement. The Company was funding the training camp operations from the sale of convertible promissory notes and the sale of common stock from an existing Regulation A offering. Because of a delay in funding, the Company suffered a significant cash flow issue with the payment of hotels and other training camp operating expenses. As a result, the Company shut down the training camp on July 29, 2022. As a result of the shutdown of the training camp, the Company has a significant amount of outstanding accounts payable at January 31, 2023 that the Company is committed to paying in full. We have commenced planning for a full spring football season in 2023, which is dependent on adequate funding, tentatively commencing with training camp in May 2023 and games from June through July 2023 and a championship game held in July 2023. This schedule is being developed with our broadcaster’s input as to what dates are compatible with their preferred broadcast schedule.

Effective December 1, 2022, the Company had an annual shareholders meeting that approved the increase in authorized shares of $0.001 par value common stock to 2,000,000,000. Additionally, the annual meeting approved the election of directors and the independent registered public accounting firm.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The information required herein is incorporated by reference from Note 8 – Commitments and Contingencies in the Notes to the Unaudited Condensed Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

Not required as a Smaller Reporting Company.

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

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

From May 11, 2022, through July 20, 2022, the Company received $549,800 of proceeds from the sale of 29,157,141 shares of stock at prices ranging from $0.0168 to $0.021 per share in relation to the Company’s Form 1-A Regulation A Offering Statement with the SEC for the sale of 125,000,000 shares of $0.001 par value common stock. Additionally, the Company received $40,000 of proceeds from three Reg A investors but were not processed because of technical paperwork items with the subscription documents. As a result, the Company has recorded the $40,000 as a subscription payable to the investors at October 31, 2022.

From May 23, 2022, to August 5, 2022, a lender of an original $315,000 senior secured promissory note, elected to convert all $315,000 of the principal amount, $21,804 of accrued interest, $7,000 of note conversion fees and $79,656 of default interest into 73,010,363 shares of the Company’s $0.001 par value common stock.

Effective June 6, 2022, the Company executed a settlement agreement with the lender of an original $150,000 convertible unsecured promissory note with an outstanding $6,000 principal balance. The settlement agreement was a release of any and all rights that the lender could have requested in exchange for the issuance of 2,600,000 shares of the Company’s $0.001 par value common stock. In exchange for the issuance of the shares, the remaining $6,000 outstanding principal balance of the note payable and accrued interest of $1,221 or $7,221 in total were cancelled. The difference between the $7,221 and $2,600 par value of the shares issued or $4,621 was recorded as an offset to additional paid in capital.

From June 29, 2022, through July 11, 2022, the lender of an original $55,000 convertible unsecured promissory note elected to convert the entire $55,000 outstanding principal amount and $2,200 of accrued interest into 4,144,927 shares of the Company’s $0.001 par value common stock and as a result, the principal balance of the promissory note and accrued interest is $0 after the conversion.

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Effective June 29, 2022 and through August 15, 2022, a warrant holder exercised 51,235,918 cashless warrants at the reduced price of $0.0058 per share into shares of the Company’s $0.001 per value common stock.

Effective August 22, 2022, the Company granted 1,250,000 restricted $0.001 par value common stock to the Chief Financial Officer. The common stock was vested fully on the grant date. The vested shares were valued at $0.0028 per share, the quoted market price on the date of grant and the Company will record $3,438 of stock compensation expense on the grant date of August 22, 2022. Additionally, the Company granted the Chief Financial Officer warrants to purchase 500,000 shares of the Company’s $0.001 par value common stock at an exercise price of $0.03 per share and a three (3) year term. The Company evaluated the issuance of the warrant in accordance with ASC 718, Compensation—Stock Compensation for share-based payments to employees, using the Black Scholes Pricing Model to determine the fair value. The fair value for the stock warrant was $1,211, which was recorded to stock compensation expense on the grant date of August 22, 2022.

From September 1, 2022, to September 6, 2022, the Company signed two identical Common Stock Purchase Agreements whereby subject to the terms and conditions set forth, the Company will sell to the two Investors up to a combined Five Million Dollars ($5,000,000) of registered common stock, $0.001 par value per share (the “Common Stock”). This represents a potential $2,500,000 for each investor. Both Common Stock Purchase Agreements include the issuance of 31,250,000 shares of Common Stock (61,500,000 combined) with 7,812,500 each (15,625,000 combined) issued upon the execution of the Common Stock Purchase Agreements and 23,437,500 each (46,875,000 combined) issued upon an effective registration with the SEC of the Company’s Form S-1 Registration Statement. The 15,625,000 combined shares issued upon execution of the Common Stock Purchase Agreements were valued at a range of $0.0016 to $0.00165 per share, the quoted market price on the dates of grant and the Company recorded $25,391 of deferred offering costs.

Effective June 29, 2022, and through September 29, 2022, a warrant holder related to convertible secured promissory notes exercised 144,154,045 cashless warrants at triggered down round protection pricing from $0.0058 to $0.0007 per share into shares of the Company’s $0.001 per value common stock.

Effective October 12, 2022, the Company granted 1,720,000 of restricted $0.001 par value common stock to two consultants for services. The shares were valued at $0.0013 per share or $1,720.

Effective June 29, 2022, and through September 29, 2022, a warrant holder related to convertible secured promissory notes exercised 167,730,445 cashless warrants at triggered down round protection pricing from $0.0058 to $0.0007 per share into shares of the Company’s $0.001 per value common stock.

From October 20, 2022, to November 10, 2022, a lender of an original $560,000 senior secured convertible promissory note dated April 18, 2022, elected to convert $10,637 of the principal amount, $37,375 of accrued interest and $3,500 of note conversion fees into 73,588,085 shares of the Company’s $0.001 par value common stock.

From November 30, 2022, to January 13, 2013, a lender of an original $560,000 senior secured convertible promissory note dated May 23, 2022 elected to convert $43,337 of principal, $42,437 of accrued interest and $7,000 of note conversion fees into 132,533,607 shares of the Company’s $0.001 par value common stock.

Effective January 5, 2023, the Company issued 46,875,000 combined shares (23,437,500 each) of the Company’s $0.001 par value common stock to two parties that provided Common Stock Purchase Agreements upon the effective registration of a Form S-1 with the SEC that occurred on December 28, 2022. The Company commenced drawdowns on the Common Stock Purchase Agreements in January 2023 and the 46,875 combined shares issued were valued at $0.00125 per share, the quoted market price on the date of grant and the Company recorded $23,438 to additional paid in capital as a cost for the sale of stock.

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From January 5, 2023, to January 18, 2023, the Company sold 85,000,000 shares of its $0.01 par value common stock to a provider of a Common Stock Purchase Agreement that were included on a Form S-1 that was declared effected by the SEC on December 28, 2022. The sale of stock was priced from $0.00045 to $0.000675 per share and the Company received $45,000 of proceeds. Of the 85,000,000 shares sold, 40,000,000 were issued by the transfer agent but the Company did not receive the $18,000 of proceeds until February 3, 2023. As a result, the Company recorded the $18,000 as a subscription receivable at January 31, 2023.

From January 6, 2023, to January 17, 2023, a lender of an original $55,000 unsecured convertible promissory note dated June 2, 2022 elected to convert $31,500 of the principal balance into 47,269,303 shares of the Company’s $0.001 par value common stock.

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

Item 3. Defaults Upon Senior Securities.

At January 31, 2023, and April 30, 2022, the Company has recorded $16,802 and $47,093 of accrued interest (including default interest) owed from the issuance of an original $80,000 convertible secured promissory note dated May 17, 2018, with terms including interest accrued at 10% annually and the principal and interest payable on May 17, 2019. The promissory note at January 31, 2023, and April 30, 2022 is in default. However, the lender has not notified the Company of the default in writing but, the lender has several remedies including calling the principal amount and accrued interest due and payable immediately. The promissory note includes customary affirmative and negative covenants of the Company. Additionally, the Company has recorded $76,367 of accrued interest (including default interest) related to an original $550,000 convertible secured promissory noted dated March 9, 2016. The principal balance is $0 but the accrued interest is still outstanding at January 31, 2023 but, the lender has several remedies including calling the accrued interest due and payable immediately.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

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Item 6. Exhibits.

The following exhibits are included herein:

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

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

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

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

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SIGNATURES

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

	Major League Football, Inc.

March 14, 2023	By:	/s/ Francis J. Murtha
		Francis J. Murtha
		Principal Executive Officer

	Major League Football, Inc.

March 14, 2023	By:	/s/ Gregory F. Campbell
		Gregory F. Campbell
		Principal Financial Officer