UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 10-K

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(MARK ONE)
[ X ]     Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended September 30, 2009

[     ]     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: 000-27831

MILWAUKEE IRON ARENA FOOTBALL, INC.

(Exact name of registrant as specified in its charter)

     

Nevada	91-1947658
(State or other jurisdiction of incorporation or organization)	(IRS Employee Identification No.)

 

11415 NW 123 Lane, Reddick, Florida            32686

(Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code: (718) 554-3652

Securities Registered pursuant to Section 12(b) of the Exchange Act: 

Title of each class	Name of each exchange on which registered
None	None

Securities Registered pursuant to Section 12(g) of the Exchange Act:

Common Stock, $0.001 Par Value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes [     ]      No [ X ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes [     ]      No [ X ]

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.
 

	Large accelerated filer   [     ]		Accelerated filer   [     ]
	Non-accelerated filer   [     ]		Smaller reporting company   [ X ]
	(Do not check if a smaller reporting company)

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

As of March 31, 2010 the market value was $305,762. There are approximately 152,881 shares of our common voting stock held by non-affiliates. This valuation is based upon the bid price of our common stock as quoted on the OTCBB on that date ($2.00).

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.     Yes [ X ]      No [     ]

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.      The number of shares outstanding of the registrant's common stock as of January 12, 2011 was 155,892.

(DOCUMENTS INCORPORATED BY REFERENCE)

None

 

 

 

 

 

 

 

MILWAUKEE IRON ARENA FOOTBALL, INC.

FORM 10-K

TABLE OF CONTENTS

	Page
PART I
ITEM 1. BUSINESS	4
ITEM 1A. RISK FACTORS	9
ITEM 1B. UNRESOLVED STAFF COMMENTS	12
ITEM 2. PROPERTIES	12
ITEM 3. LEGAL PROCEEDINGS	12
ITEM 4. (REMOVED AND RESERVED).	12
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	13
ITEM 6. SELECTED FINANCIAL DATA	13
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	14
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	18
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.	18
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	19
ITEM 9A. CONTROLS AND PROCEDURES	19
ITEM 9B. OTHER INFORMATION	20
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	20
ITEM 11. EXECUTIVE COMPENSATION	21
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	22
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	23
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES	23
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES	24
SIGNATURES	26

 

 

 

PART I

This annual report on Form 10-K contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about the Company, us, our future performance, our beliefs and our Management's assumptions. In addition, other written or oral statements that constitute forward-looking statements may be made by us or on our behalf. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict or assess. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. Except as required under the federal securities laws and the rules and regulations of the SEC, we do not have any intention or obligation to update publicly any forward-looking statements after the filing of this Form 10-K, whether as a result of new information, future events, changes in assumptions or otherwise.

Unless the context otherwise requires, throughout this Annual Report on Form 10-K the words “Company,” “we,” “us” and “our” refer to Milwaukee Iron Arena Football, Inc. and its consolidated subsidiaries.

ITEM 1. BUSINESS

General

The Milwaukee Iron Arena Football, Inc. (the “Iron” or “we” or “us” or “Company”) was incorporated in Colorado on September 19, 1983, under the name Bugs, Inc., for the purpose of using microbial and other agents, including metallurgy, to enhance oil and natural gas production and to facilitate the recovery of certain metals. Except as described below, for the past several years, we have had no revenue and have been a shell company.

Recent Events

On January 26, 2010, we consummated a merger with Milwaukee Iron Professional Arena Football, LLC and Wisconsin Professional Arena Football Investment LLC as previously disclosed in our Current Report on Form 8-K filed on February 2, 2010, as subsequently amended on February 16 and February 18, 2010 (the “Merger”). Upon the closing of the Merger, we amended our articles of incorporation to change our name to Milwaukee Iron Arena Football, Inc. and amended the articles of incorporation of our former wholly owned subsidiary to change its name to Milwaukee Iron Arena Football Club, Inc. Prior to the consummation of the Merger, we were a non-operating shell company with no revenue and minimal assets. After the Merger, we were no longer a shell company and our business operations consisted of those of the Milwaukee Iron arena football team.

The Milwaukee Iron are a member team (the “Team”) of the Arena Football One, a professional arena football league. The Team play their home games at the Bradley Center, a sports and entertainment venue in downtown Milwaukee. Arena football is played in an indoor arena on a padded 50 yard long football field using eight players on the field for each team. Most of the game rules are similar to college or other professional football game rules with certain exceptions intended to make the game faster and more exciting. 

As a means for financing operations, in February 2010 we entered into an Investment Agreement/Equity Line of Credit with Kodiak Capital Group, LLC. On June 23, 2010, we agreed with Kodiak to terminate the Investment Agreement and our business relationship and executed a confidential Mutual Release and Termination Agreement to that effect.

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On June 22, 2010, we effectuated a 1 for 50 reverse stock split of our common stock. 

On June 27, 2010, Andrew Vallozzi III resigned as an officer of our wholly owned subsidiary Milwaukee Iron Arena Football Club, Inc. On July 1, 2010, we entered into an agreement with Mr. Vallozzi terminating a previously entered into Stock Purchase Agreement dated March 10, 2010 in which we granted to Mr. Vallozzi the option to purchase certain shares of Series B Preferred Stock. In light of Mr. Vallozzi’s resignation, we agreed to cancel the Stock Purchase Agreement.

Our common stock is quoted on the Over-the-Counter Bulletin Board under the symbol “MWKI”. On July 19, 2010 we changed our trading symbol from “GCNV” to “MWKI”.

Effective August 13, 2010, Christopher Astrom resigned from our board of directors and from all officer positions. There were no disagreements with Mr. Astrom. Christopher Astrom has also transferred his ownership in all our outstanding Series A and Series B Preferred Stock to our remaining sole officer and director, Richard Astrom. 

Because efforts to fund and develop the Team have not been successful, we determined that in the interest of our stockholders, it would be advantageous for all parties to unwind the Merger, dispose of the Team and restore our operations to that of a shell company seeking an operating business, as described below.

On November 23, 2010 and as previously disclosed in our Current Report on Form 8-K filed on December 1, 2010, we entered into an Unwind Agreement (the “Unwind Agreement”) with Milwaukee Iron Arena Football Club, Inc. (“Iron Sub”), Andrew Vallozzi III, Richard Astrom, certain individuals listed in the Unwind Agreement as Members (described below) and Bradley David LaCombe, Gary Miller, Michael Carpenter, Michael Whitely and Todd D. Hansen whereby the parties mutually agreed to unwind (the “Unwind”) the Merger.

Pursuant to the Unwind Agreement, all of the Members surrendered to us all of their shares and rights in the Company and we conveyed to the Members all of our shares, rights and ownership interest in Iron Sub (the “Iron Sub Shares”), such that immediately following the Unwind, we now have 28,793,001 fewer shares issued and outstanding and the Members own all the capital stock of Iron Sub and none of the Members or their assigns own any interest in us, our affiliates or our properties. In addition, we received a promissory note for $40,000 as reimbursement for certain expenses.

As a result of the Unwind, we became a shell company and all results of operations and assets and liabilities associated with the Team have been classified as discontinued operations under GAAP. As discussed below, our business strategy again is to enter into a reverse merger with an operating business or develop an operating business through internal growth and/or targeted acquisitions of specific businesses.

History

We were formed as a Colorado corporation on September 19, 1983, under the name Bugs, Inc., for the purpose of using microbial and other agents, including metallurgy, to enhance oil and natural gas production and to facilitate the recovery of certain metals. In July 1989, we changed our name to Genesis Services, Inc. In September 1990, we changed our name to Genesis Capital Corporation.

Since 1994, when we sold our wholly owned subsidiary, U.S. Staffing, Inc., our activities have been limited. In 1999, we merged with Lincoln Health Fund, Inc., a Texas real estate holding company also with minimal activity.

On December 22, 1998, we incorporated Genesis Capital Corporation of Nevada as a Nevada subsidiary with whom we merged so as to effect a re-domicile to Nevada and a reverse split of our common stock. On March 9, 1999, the parties executed Articles of Merger by which our shareholders received one share of new (Nevada) common stock for every 2,000 shares of old (Colorado) common stock. Holders of preferred stock in the old Colorado Corporation received preferred stock in the new Nevada Corporation on a 1:1 basis.

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On August 30, 2001, we entered into a Stock Acquisition Agreement with Christopher Astrom (Purchaser); Hudson Consulting Group, Inc. (Seller); and Global Universal, Inc (Seller), pursuant to which Mr. Astrom acquired the right to purchase 54,110,309 shares of our common stock and 1,477,345 shares of preferred stock. In consideration therefor, Mr. Astrom paid $315,000 and transferred to us all of the common stock of Senior Lifestyle Communities, Inc., the parent company of Senior Adult Lifestyle, Inc.

On October 30, 2001, we entered into a Share Exchange Agreement and Plan of Reorganization with Mr. Astrom and Senior Lifestyle Communities, the purpose of which was to accommodate the financing by Mr. Astrom of his $315,000 obligation. Senior Lifestyle Communities issued to a nonaffiliated private source of financing 8% Series SPA Senior Subordinated Convertible Debentures in the initial amount of $360,000. 

Pursuant to an Agreement executed on December 26, 2001, made effective as of October 31, 2001 and a Statutory Warranty Deed dated October 30, 2001, we acquired from National Residential Properties, Inc. all of its right, title and interest in (i) a certain parcel of real property in Hebron, Connecticut; and (ii) four contracts to purchase certain parcels of real property in Watertown, New Milford, Granby and East Windsor, Connecticut. In March 2002, we sold to Nathan Kahn and CT Adult Condominiums, LLC all of our interest in the four Connecticut properties. 

In June 2002, we issued to Christopher Astrom 3,522,655 shares of Series A Convertible Preferred Stock and designated the entire 5,000,000 shares of Preferred Stock then owned by Mr. Astrom as Series A Convertible Preferred Stock.

On July 1, 2004, we entered into a two (2) year agreement with Wahoo Funding LLC, an affiliated Florida limited liability company, whereby we rendered to Wahoo certain financial and business consulting services in exchange for a total of $700,000. Except for the foregoing contract with Wahoo, we have not engaged in any operations and have been virtually dormant for several years.

Additionally, we have not renewed the corporate charters for Senior Lifestyle Communities, Inc. and Senior Adult Lifestyles, Inc. Prior thereto, we had transferred all assets and liabilities associated with these companies into the parent Genesis Capital Corporation of Nevada.

On or about February 19, 2006, our registration statement filed with the SEC on Form 10-SB became effective. Accordingly, we resumed the filing of reporting documentation in an effort to maximize shareholder value. Our best use and primary attraction as a merger partner or acquisition vehicle is our status as a reporting public company. Any business combination or transaction may potentially result in a significant issuance of shares and substantial dilution to our stockholders.

In February 2007, we filed with the state of Nevada an Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock, and a Certificate of Designation of Series B Convertible Preferred Stock. The Certificate of Designation of Series B Preferred Stock, designated 5,000,000 shares. On February 22, 2007, the Board of Directors approved the issuance to Christopher Astrom of 5,000,000 shares of our Series B Convertible Preferred Stock in exchange for services rendered.

Each share of Series A convertible preferred stock entitles the holder thereof to twenty-five (25) votes on all matters, the right to convert each share into twenty-five (25) shares of common stock and a liquidation preference of $1.00 per share. Each share of series B convertible preferred stock entitles the holder thereof to two hundred fifty (250) votes on all matters, the right to convert each share into two hundred fifty (250) shares of common stock and a liquidation preference of $1.00 per share.

On March 12, 2007, we effected a 1 for 100 reverse split of our common stock. 

6

On April 21, 2008, we filed a Information Statement on Schedule 14A notifying our stockholders that action has been approved by the holders of at least a majority of the voting power of stockholders, by written consents without holding a meeting of stockholders. By such written consents, on April 24, 2008 we effected a reverse stock split of our common stock in a ratio of one (1) new share for every five hundred (500) existing shares of common stock, with all fractional shares rounded up to the nearest whole share. The reverse stock split did not change the par value nor change the number of authorized shares of our common stock.

On August 11, 2009, we filed with the SEC a Current Report on Form 8-K announcing that we entered into an Agreement and Plan of Merger with, among others, Mateo Mining Corp. On September 3, 2009, we filed with the SEC a Current Report on Form 8-K announcing that we terminated the above proposed merger.

On October 5, 2009, we filed with the SEC a Current Report on Form 8-K describing in detail the terms of the Merger with Lyfetec. However, the merger was never consummated.

On October 27, 2009, we filed with the SEC a Current Report on Form 8-K announcing our shift in business strategy. At that time, in preparation of our then intended merger with Lyfetec, the Company intended to focus on the manufacture and sale of personal healthcare retail products. However, ultimately the Company did not pursue this business plan.

On November 23, 2009, we filed with the SEC a preliminary Information Statement on Schedule 14C in which we announced that our board of directors and the requisite number of our stockholders, by written consent in lieu of a meeting, have approved an amendment to our articles of incorporation.

See “Recent Events” above for a description of the events for fiscal year 2010.

Current Business Plan

We may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

We intend to promote ourselves privately. We have not yet prepared any notices or advertisement. We anticipate that the selection of a business opportunity in which to participate will be complex and extremely risky. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, management believes that there are numerous firms seeking the perceived benefits of a publicly registered corporation. Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes), for all shareholders and other factors. Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

7

We will continue to have, little or no capital with which to provide the owners of business opportunities with any significant cash or other assets. However, we believe that we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering. The owners of the business opportunities will, however, incur significant legal and accounting costs in connection with acquisition of a business opportunity, including the costs of preparing Form 8K's, 10K's, 10Q’s, agreements and related reports and documents. The Securities Exchange Act of 1934 (the “Exchange Act”), specifically requires that any merger or acquisition candidate comply with all applicable reporting requirements, which include providing audited financial statements to be included within the numerous filings relevant to complying with the Exchange Act. 

The analysis of new business opportunities will be undertaken by, or under the supervision of, our officers and directors. We intend to concentrate on identifying preliminary prospective business opportunities, which may be brought to its attention through present associations of our officers and directors. In analyzing prospective business opportunities, we will consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development, or exploration; specific risk factors not now foreseeable but which then may be anticipated to impact our proposed activities; the potential for growth or expansion; the potential for profit; the perceived public recognition of acceptance of products, services, or trades; name identification; and other relevant factors. Our officers and directors expect to meet personally with management and key personnel of the business opportunity as part of their investigation. To the extent possible, we intend to utilize written reports and investigation to evaluate the above factors. 

Our officers have limited experience in managing companies similar to the Company and shall rely upon their own efforts, in accomplishing our business purpose. We may from time to time utilize outside consultants or advisors to effectuate its business purposes described herein. No policies have been adopted regarding use of such consultants or advisors, the criteria to be used in selecting such consultants or advisors, the services to be provided, the term of service, or regarding the total amount of fees that may be paid. However, because of our limited resources, it is likely that any such fee would be paid in stock and not in cash.

We will not restrict its search for any specific kind of firms, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its corporate life. It is impossible to predict at this time the status of any business in which we may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which we may offer. However, we do not intend to obtain funds in one or more private placements to finance the operation of any acquired business opportunity until such time as we have successfully consummated such a merger or acquisition.

Acquisition of Opportunities

In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. On the consummation of a transaction, it is probable that the present management and our shareholders will no longer control us. Furthermore, our directors may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of our shareholders.

It is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of a transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. 

As part of our investigation, our officers and directors may personally meet with management and key personnel, may visit and inspect material facilities, obtain analysis and verification of certain information provided, check references of management and key personnel, and take other reasonable investigative measures. The manner in which we participate in an opportunity will depend on the nature of the opportunity, our respective needs and desires, the management of the opportunity and the relative negotiation strength.

8

With respect to any merger or acquisition, negotiations with target company management are expected to focus on the percentage of the Company which the target company shareholders would acquire in exchange for all of their shareholdings in the target company. Depending upon, among other things, the target company's assets and liabilities, our shareholders will in all likelihood hold a substantially lesser percentage ownership interest in the Company following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event we acquire a target company with substantial assets. Any merger or acquisition can be expected to have a significant dilutive effect on the percentage of shares held by our then shareholders.

We will participate in a business opportunity only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with our attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.

Competition

We will remain an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns which have significantly greater financial and personnel resources and technical expertise. In view of our combined extremely limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors

Employees

We have no employees. Our business will be managed by our officer and directors, who may become employees. We do not anticipate a need to engage any fulltime employees at this time. The need for employees and their availability will be addressed in connection with our proposed operations.

ITEM 1A. RISK FACTORS

An investment in our Common Stock is highly speculative, involves a high degree of risk and should be considered only by those persons who are able to afford a loss of their entire investment. In evaluating the Company and our business, prospective investors should carefully consider the following risk factors in addition to the other information included in this Annual Report.

We Are A Non-Operating Shell Company.

We are a public shell company with no operations and we are seeking to effect a merger, acquisition or other business combination with an operating company by using a combination of capital stock, cash on hand, or other funding sources, if available. There can be no assurances that we will be successful in identifying acquisition candidates or that if identified we will be able to consummate a transaction on terms acceptable to us.

We Have Minimal Assets And Have Had No Operations And Generated No Revenues For Several Years.

We have had no operations and no revenues or earnings from operations for several years. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in us incurring a net operating loss which will increase continuously until we can consummate a business combination with a target company. There is no assurance that we can identify such a target company and consummate such a business combination.

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Our Auditor Has Raised Doubt As To Whether We Can Continue As A Going Concern.

We have not generated any revenues nor have we had any operations for several years. As of September 30, 2010, we have a total stockholders’ deficit of $1,703,084. These factors among others indicate that we may be unable to continue as a going concern, particularly in the event that we cannot obtain additional financing and/or attain profitable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty and if we cannot continue as a going concern, your investment in us could become devalued or even worthless.

We Have Not Paid Dividends To Our Stockholders.

We have never paid, nor do we anticipate paying, any cash dividends on our common stock. Future debt, equity instruments or securities may impose additional restrictions on our ability to pay cash dividends. 

Shareholders Who Hold Unregistered Shares Of Our Common Stock Are Not Eligible To Sell Our Securities Pursuant To Rule 144, Due To Our Status As A “Blank Check” Company And A “Shell Company”

We are characterized as both a “blank check” company and a “shell company.” The term "blank check company" is defined as a company that is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and is issuing "penny stock," as defined in Rule 3a51-1 under the Securities Exchange Act of 1934. Because we are a “blank check” company, Rule 144 of the Securities Act of 1933, as amended (“Rule 144”) is not available to our shareholders and we are required to comply with additional SEC rules regarding any offerings we may undertake.

Additionally, pursuant to Rule 144, a “shell company” is defined as a company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets. As such, we are a “shell company” pursuant to Rule 144, and as such, sales of our securities pursuant to Rule 144 are not able to be made until: (a) we have ceased to be a “shell company; (b) we are subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and have filed all of our required periodic reports for a period of one year; and a period of at least twelve months has elapsed from the date “Form 10 information” has been filed with the Commission reflecting the Company’s status as a non-shell company. Because none of our securities can be sold pursuant to Rule 144, until at least a year after we cease to be a shell company, any securities we issue to consultants, employees, in consideration for services rendered or for any other purpose will have no liquidity until and unless such securities are registered with the Commission and/or until a year after we cease to be a shell company and have complied with the other requirements of Rule 144, as described above.

As a result of us being a blank check company and a shell company, it will be harder for us to fund our operations and pay our consultants with our securities instead of cash. Additionally, as we may not ever cease to be a blank check company or a shell company, investors who hold our securities may be forced to hold such securities indefinitely.

10

There May Be Conflicts Of Interest Between Our Management And Our Non-Management Stockholders.

Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of other investors. A conflict of interest may arise between our management's personal pecuniary interest and its fiduciary duty to our stockholders. Further, our management's own pecuniary interest may at some point compromise its fiduciary duty to our stockholders.

The Nature Of Our Proposed Operations Is Highly Speculative.

The success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of the identified target company. While management will prefer business combinations with entities having established operating histories, there can be no assurance that we will be successful in locating candidates meeting such criteria. In the event we complete a business combination, of which there can be no assurance, the success of our operations will be dependent upon management of the target company and numerous other factors beyond our control.

The Competition For Business Opportunities And Combinations Is Great.

We are and will continue to be an insignificant participant in the business of seeking mergers with and acquisitions of business entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies which may be merger or acquisition target candidates for us. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than us and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete with numerous other small public companies in seeking merger or acquisition candidates.

Reporting Requirements May Delay Or Preclude An Acquisition.

Section 13 of the Securities Exchange Act of 1934 (the “Exchange Act”) requires companies subject thereto to provide certain information about significant acquisitions including audited financial statements for the company acquired and a detailed description of the business operations and risks associated with such company's operations. The time and additional costs that may be incurred by some target companies to prepare such financial statements and descriptive information may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by us. Additionally, acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

We Have Not Conducted Any Market Research Regarding Any Potential Business Combinations.

We have neither conducted, nor have others made available to it, market research indicating that demand exists for the transactions contemplated by us. Even in the event demand exists for a transaction of the type contemplated by us, there is no assurance we will be successful in completing any such business combination.

11

Reduction Of Percentage Share Ownership Following Business Combination.

Our primary plan of operation is based upon a business combination with a business entity which, in all likelihood, will result in our issuing securities to shareholders of such business entity. The issuance of previously authorized and unissued common stock would result in a reduction in percentage of shares owned by our present shareholders and could therefore result in a change in control of our management.

Investors May Face Significant Restrictions On The Resale Of Our Common Stock Due To Federal Regulations Of Penny Stocks.

Our common stock will be subject to the requirements of Rule 15(g)-9, promulgated under the Securities Exchange Act as long as the price of our common stock is below $5.00 per share. Under such rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser's consent prior to the transaction. The Securities Enforcement Remedies and Penny Stock Reform Act of 1990, also requires additional disclosure in connection with any trades involving a stock defined as a penny stock. Generally, the Commission defines a penny stock as any equity security not traded on an exchange or quoted on NASDAQ that has a market price of less than $5.00 per share. The required penny stock disclosures include the delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and the risks associated with it. Such requirements could severely limit the market liquidity of the securities and the ability of purchasers to sell their securities in the secondary market.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item.

ITEM 2.  PROPERTIES

We share office space and a phone number with our principals at 11415 NW 123 Lane, Reddick, Florida 32686. We do not have a lease and we do not pay rent for the leased space. We do not own any properties nor do we lease any other properties. We do not believe we will need to maintain an office at any time in the foreseeable future in order to carry out our plan of operations as described herein.

ITEM 3.  LEGAL PROCEEDINGS

We are not a party to any pending legal proceedings nor are any of our property the subject of any pending legal proceedings.

ITEM 4.   (REMOVED AND RESERVED).

12

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is quoted on the Over-the-Counter Bulletin Board under the symbol “MWKI”. On July 19, 2010 we changed our trading symbol from “GCNV” to “MWKI”. Such trading of our common stock is limited and sporadic

The following table reflects the high and low bid information for our common stock for each fiscal quarter during the fiscal year ended September 30, 2010 and 2009. The bid information was obtained from the OTC Bulletin Board and reflects inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.     
 

Quarter Ended	Bid High	Bid Low
Fiscal Year 2010*
September 30, 2010*	$0.75	$0.51
June 30, 2010	$16.00	$0.01
March 31, 2010	$22.00	$2.00
December 31, 2009	$4.00	$1.20
Fiscal Year 2009
September 30, 2009	$3.00	$2.50
June 30, 2009	$3.00	$3.00
March 31, 2009	$4.00	$3.00
December 31, 2008	$4.00	$4.00

* adjusted for 1:50 reverse split effective July 22, 2010

As of September 30, 2010, there were 189 holders of record of our common stock.

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.

Recent Sales of Unregistered Securities.

Pursuant to the Unwind Agreement, all of the Members surrendered to us all of their shares and rights in the Company and we conveyed to the Members all of our shares, rights and ownership interest in Iron Sub (the “Iron Sub Shares”), such that immediately following the Unwind, we now have 28,793,001 fewer shares issued and outstanding and the Members own all the capital stock of Iron Sub and none of the Members or their assigns own any interest in us, our affiliates or our properties. In addition, we received a $40,000 promissory note for the reimbursement for certain expenses.

ITEM 6.  SELECTED FINANCIAL DATA

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item.

13

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following presentation of management's discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements, the accompanying notes thereto and other financial information appearing elsewhere in this report. This section and other parts of this report contain forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results discussed in the forward-looking statements.

Plan of Operations - Overview

We are a public shell company with no operations. Our business strategy again is to enter into a merger, acquisition or other business combination with an operating company or develop an operating business through internal growth and/or targeted acquisitions of specific businesses.

RESULTS OF OPERATIONS

FISCAL YEAR ENDED SEPTEMBER 30, 2010 COMPARED TO
FISCAL YEAR ENDED SEPTEMBER 30, 2009

Revenues

Revenues for the fiscal year ended September 30, 2010 were $0.00 compared to $0.00 for the fiscal year ended September 30, 2010. No revenue was reported for the above periods due to our decision to unwind the Merger (as discussed above) and the resulting classification of operations, assets and liabilities associated with the Team as discontinued operations under GAAP. See Note 2 to the financial statements for more information regarding the discontinued operations.

Cost of Sales

Cost of sales for the fiscal year ended September 30, 2010 were $0.00 compared to $0.00 for the fiscal year ended September 30, 2010 due to the lack of revenue and our decision to unwind the Merger (as discussed above) and the resulting classification of operations, assets and liabilities associated with the Team as discontinued operations under GAAP. See Note 2 to the financial statements for more information regarding the discontinued operations.

Operating Expenses

Operating expenses for the fiscal year ended September 30, 2010 were $2,516,344 compared to $25,304 for the fiscal year ended September 30, 2009. This operating expense increase was primarily due to an increase in general and administrative expenses and the expenses associated with our credit facility with Kodiak Capital Croup, LLC, which facility has since been mutually terminated in June 2010 (as discussed above). As part of such agreement, Kodiak retained all shares it had been issued, valued at $2,380,200 which has been recorded in operating expenses in condensed consolidated statement of operations. The shares were valued based on market price at the time of issuance.

Loss From Operations

We had an operating loss of $2,516,344 for the fiscal year ended September 30, 2010 as compared to an operating loss of $25,304 for the fiscal year ended September 30, 2009, primarily due to the increase in operating expenses as described above.

14

Loss From Discontinued Operations.

We had a loss related to discontinued operations of $1,533,164 for the fiscal year ended September 30, 2010 as compared to a loss related to discontinued operations of $1,114,446 for the fiscal year ended September 30, 2009. See note 2 in the financial statements for more information regarding the discontinued operations.

Net Loss Applicable To Common Stock

Net loss applicable to common stock for the fiscal year ended September 30, 2010 was $4,049,508 compared to $1,139,750 for the fiscal year ended September 30, 2009. The increase in net loss is a result of the increase in operating expenses and the loss from discontinued operations described above.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2010 we had total assets of $477,801 compared to $443,909 on September 30, 2009. On September 30, 2010 we had cash and cash equivalents of $347 and stockholder deficit of $1,703,084.

On September 30, 2010 we had assets from discontinued operations of $477,454 compared to $443,418 on September 30, 2009. See Note 2 to the financial statements for more information regarding discontinued operations.

All assets are booked at historical cost. Management reviews on an annual basis the book value, along with the prospective dismantlement, restoration, and abandonment costs and estimate residual value for the assets, in comparison to the carrying values on the financial statements.

Our credit facilities consist of a revolving line of credit of up to $550,000 through our subsidiary that was spun off in November, 2010. At the end of the fiscal year ended September 30, 2010, there was a balance of $427,000 outstanding on the revolving line of credit (the “Revolving Loan”). The Revolving Loan bears interest at varying rates that fluctuate based on the prime rate plus one percentage point, with the rate not falling below six percent. The rate defaults to six percent until the lender changes it. The Revolving Loan is due and payable in full on June 28, 2011 and requires monthly interest payments. We also have unused letters of credit of $123,000 as of September 30, 2010. The outstanding liability under the credit line has been reclassified to liabilities of discontinued operations. These loans arethe obligation of Milwaukee Iron Professional Arena Football, LLC. See Note 2 to the financial statements for more information regarding discontinued operations.

Our short-term loans of $904,941 represent amounts advanced to the company by investors. These amounts have no specific payment terms and bear no interest. The outstanding liability under the short –term loans has been reclassified to liabilities of discontinued operations. These loans are the obligation of Milwaukee Iron Professional Arena Football, LLC. See Note 2 to the financial statements for more information regarding discontinued operations.

We currently have an operating lease agreement with the Center where the team plays its home games. The agreement has terms for a base fee of $8,500 per game (the “Base Fee”) plus an additional fee of $2,500 for each game in which attendance is equal to or greater than 2,500, but less that 5,000 attendees or $5,000 for each game in which attendance is equal to or greater than 5,000 attendees.

15

Additionally, beginning January 1, 2010, the Company will pay an additional fee of $2,000 per game for which the Center must remove or install a curtain system in connection with a team home game. Payments are made to the Center on a per game basis as a deduction by the Center of any game revenue. This lease was assumed by Milwaukee Iron Professional Arena Football, LLC. See Note 2 to the financial statements for more information regarding discontinued operations.

We had issued a note payable to a member. The total due as of September 30, 2010 was $51,070. This obligation is due on demand and does not accrue interest. As of September 30, 2010, we owed another member a total of $18,930 for expenses paid on behalf of the Company. Both of these obligations are included in the accompanying financial statements as Loans from related parties and have been reclassified to liabilities of discontinued operations. These debts were assumed by Milwaukee Iron Professional Arena Football, LLC. See Note 2 to the financial statements for more information regarding discontinued operations.

Net Cash (Used in) Provided By Operating Activities

During the fiscal year ended September 30, 2010, cash used in operating activities was $1,335,933 compared to $665,069 during the fiscal year ended September 30, 2009. During the fiscal year ended September 30, 2010, net losses of $2,516,344 were adjusted for non-cash items consisting of $115,000 in compensatory stock issuances and $2,380,200 in credit facility stock issuances.

Net Cash Used in Investing Activities

During the fiscal year ended September 30, 2010, we used net cash in investing activities of discontinued operations of $56,555. We did not utilize any cash in investing activities of continuing operations during the fiscal year ended September 30, 2010. 

Net Cash (Used in) Provided by Financing Activities

During the fiscal year ended September 30, 2010, we received $1,392,344 from our financing activities. During the fiscal year ended September 30, 2009, we received $709,775 from our financing activities.

Financing – Termination of the Equity Line of Credit 

As a means for financing operations, in February 2010 we entered into an Investment Agreement/Equity Line of Credit with Kodiak Capital Group, LLC. On June 23, 2010, we agreed with Kodiak to amicably terminate the Investment Agreement and our business relationship and executed a confidential Mutual Release and Termination Agreement to that effect. As part of such agreement, Kodiak retained all shares it had been issued, valued at $2,380,200 which has been recorded in operating expenses in condensed consolidated statement of operations.

Cash Requirements

At September 30, 2010 we had an accumulated deficit of $1,703,084. The report from our independent registered public accounting firm on our audited financial statements at September 30, 2010 contains an explanatory paragraph regarding doubt as to our ability to continue as a going concern. As discussed earlier in this report, we are seeking to acquire assets or shares of an entity actively engaged in business which generates revenues, in exchange for our securities. We cannot predict when, if ever, we will be successful in this venture and, accordingly, we may be required to cease operations at any time. We do not have sufficient working capital to pay our operating costs for the next 12 months and we will require additional funds to pay our legal, accounting and other fees associated with our company and its filing obligations under federal securities laws, as well as to pay our other accounts payable generated in the ordinary course of our business.

16

We have no commitments from any party to provide such funds to us. If we are unable to obtain additional capital as necessary until such time as we are able to conclude a business combination, we will be unable to satisfy our obligations and otherwise continue to meet our reporting obligations under federal securities laws. In that event, our stock would no longer be quoted on the OTC Bulletin Board and our ability to consummate a business combination with upon terms and conditions which would be beneficial to our existing stockholders would be adversely affected. 

We currently plan to satisfy our cash requirements for the next 12 months by borrowing from affiliated companies with common ownership or control or directly from our officers and directors and we believe we can satisfy its cash requirements so long as it is able to obtain financing from these affiliated companies. We currently expect that money borrowed will be used during the next 12 months to satisfy our operating costs, professional fees and for general corporate purposes. We have also been exploring alternative financing sources. 

We will use our limited personnel and financial resources in connection with seeking new business opportunities, including seeking an acquisition or merger with an operating company. It may be expected that entering into a new business opportunity or business combination will involve the issuance of a substantial number of restricted shares of common stock. If such additional restricted shares of common stock are issued, our shareholders will experience a dilution in their ownership interest. If a substantial number of restricted shares are issued in connection with a business combination, a change in control may be expected to occur.

In connection with the plan to seek new business opportunities and/or effecting a business combination, we may determine to seek to raise funds from the sale of restricted stock or debt securities. We have no agreements to issue any debt or equity securities and cannot predict whether equity or debt financing will become available at acceptable terms, if at all.

There are no limitations in our certificate of incorporation restricting our ability to borrow funds or raise funds through the issuance of restricted common stock to effect a business combination. Our limited resources and lack of recent operating history may make it difficult to borrow funds or raise capital. Such inability to borrow funds or raise funds through the issuance of restricted common stock required to effect or facilitate a business combination may have a material adverse effect on our financial condition and future prospects, including the ability to complete a business combination. To the extent that debt financing ultimately proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest, including debt of an acquired business.

Off-Balance Sheet Arrangements. 

We currently do not have any off-balance sheet arrangements.

RECENT ACCOUNTING PRONOUNCEMENTS

We continue to assess the effects of recently issued accounting standards. The impact of all recently adopted and issued accounting standards has been disclosed in the Footnotes to the financial statements.

17

CRITICAL ACCOUNTING ESTIMATES

We are a shell company and, as such, we do not employ critical accounting estimates. Should we resume operations we will employ critical accounting estimates and will make any and all disclosures that are necessary and appropriate.

OFF-BALANCE SHEET ARRANGEMENTS

As of September 30, 2010, we did not have any relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities, that had been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we were engaged in such relationships.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

INDEX TO FINANCIAL STATEMENTS

		PAGE(S)
Report of Independent Registered Public Accounting Firm		F-1
Report of Independent Registered Public Accounting Firm		F-2
Financial Statements:
	Balance Sheets as of September 30, 2010 and 2009	F-3
	Statements of Operations for the Years Ended September 30, 2010 and 2009	F-4
	Statements of Cash Flows for the Years Ended September 30, 2010 and 2009	F-5
	Statement of Changes in Stockholders’ (Deficit) For the Years Ended September 30, 2010 and 2009	F-6
	Notes to Financial Statements	F-7 - F-13

 

18

BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.

Certified Public Accountants
406 Lippincott Drive
Suite J
Marlton, New Jersey 08053
(856) 355-5900 Fax (856) 396-0022

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Milwaukee Iron Professional Arena Football, INC. (f/k/a Genesis Capital Corporation of Nevada)
Ocala, Florida 34470

We have audited the accompanying balance sheet of Milwaukee Iron Professional Arena Football, INC. (f/k/a Genesis Capital Corporation of Nevada -a shell company) (the "Company*') as of September 30,2009, and the related statements of operations, stockholders' (deficit) and cash flows for the year ended September 30,2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Milwaukee Iron Professional Arena Football, MC. as of September 30,2009, and the results of its operations and its cash flows for the year ended September 30,2009, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company incurred a loss for the current year and has had recurring losses for the years including and prior to September 30, 2008 and has an accumulated deficit of $393,156. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.
 

BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.
Marlton, New Jersey
December 29, 2009

 

 

 

 

 

 

FRIEDMAN LLP
ACCOUNTANTS AND ADVISORS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

of Milwaukee Iron Professional Arena Football, MC.
Reddick, Florida

We have audited the accompanying consolidated balance sheet of Milwaukee Iron Professional Arena Football, INC. and subsidiaries (the "Company") as of September 30, 2010 and the related consolidated statements of operations, changes in stockholders' equity and cash flows for the year ended September 30, 2010. These consolidated financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). These standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Milwaukee Iron Professional Arena Football, INC. and subsidiaries as of September 30, 2010, and the results of its operations and its cash flows for the year ended September 30, 2010, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company incurred a loss for the current year and has had recurring losses for the years including and prior to September 30, 2009 and has an accumulated deficit of $4,244,776. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ FRIEDMAN LLP
 

East Hanover, New Jersey

January 13, 2011

MILWAUKEE IRON ARENA FOOTBALL, INC.
(FORMERLY GENESIS CAPITAL CORPORATION OF NEVADA)
CONSOLIDATED BALANCE SHEETS
FOR THE YEARS ENDED SEPTEMBER 30, 2010 AND 2009

 

ASSETS
		2010			2009
CURRENT ASSETS
Cash and cash equivalents		$	347		$	491
Current assets of discontinued operations			62,282			36,545
			62,629			37,036
OTHER ASSETS
Other assets of discontinued operations			415,172			406,873
TOTAL ASSETS		$	477,801		$	443,909
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses		$	15,900		$	9,900
Officer Loan			15,000			37,452
Current liabilities of discontinued operations			2,049,985			619,285
			2,080,885			666,637
LONG- TERM LIABILITIES
Long term liabilities of discontinued operations			70,000			70,000
TOTAL LIABILITIES			2,150,885			736,637
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock A, $.001 par value; 5,000,000 shares authorized issued and outstanding			5,000			5,000
Preferred stock B, $.001 par value; 5,000,000 shares authorized issued and outstanding			5,000			5,000
Common stock, $.001 par value; 500,000,000 shares authorized 635,901
and 581,262 shares issued and outstanding			636			581
Additional paid-in capital			2,561,056			28,459
Accumulated deficit			(4,244,776)			(331,768)
TOTAL STOCKHOLDERS' (DEFICIT)			(1,673,084)			(292,728)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)		$	477,801		$	443,909

The accompanying notes are an integral part of these financial statements.

MILWAUKEE IRON ARENA FOOTBALL, INC.
(FORMERLY GENESIS CAPITAL CORPORATION OF NEVADA)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 2010 AND 2009

 

		2010			2009
REVENUE		$	-		$	-
OPERATING EXPENSES
General and administrative expenses			136,144			25,304
Credit facility expense - financing agreement			2,380,200			-
Total operating expenses			2,516,344			25,304
LOSS FROM CONTINUING OPERATIONS			(2,516,344)			(25,304)
DISCONTINUED OPERATIONS (NET OF TAXES)
Loss from operations (net of tax of $0)			(1,503,164)			(1,114,446)
NET LOSS		$	(4,019,508)		$	(1,139,750)
NET LOSS PER BASIC AND DILUTED SHARES
Continuing operations		$	(4.13)		$	(0.04)
Discontinued operations			(2.47)			(1.92)
Total		$	(6.60)		$	(1.96)
WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDING
BASIC AND DILUTED			609,152			581,262

The accompanying notes are an integral part of these financial statements.

MILWAUKEE IRON ARENA FOOTBALL, INC.
(FORMERLY GENESIS CAPITAL CORPORATION OF NEVADA)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 2010 AND 2009

		2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continuing operations		$	(2,516,344)		$	(25,304)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Issuance stock for services			115,000			-
Issuance stock for a credit facility			2,380,200			-
Changes in assets and liabilities:
Increase (decrease) in liabilities
Increase (decrease) in accounts payable and accrued expenses			6,000			9,900
Total adjustments			2,501,200			9,900
Net cash (used in) continuing activities			(15,144)			(15,404)
Net cash (used in) discontinued operations			(1,320,789)			(649,665)
Net cash (used in) operating activities			(1,335,933)			(665,069)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash (used in) investing activities - continuing			-			-
Net cash (used in) investing activities - discontinued			(56,555)			(57,877)
Net cash (used in) investing activities			(56,555)			(57,877)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from officer loan			15,000			37,452
Net cash provided by (used in) financing activities - continuing			15,000			37,452
Net cash provided by financing activities - discontinued			1,377,344			672,323
Net cash provided by financing activities			1,392,344			709,775
(DECREASE) IN CASH AND CASH EQUIVALENTS			(144)			(13,171)
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR			491			13,662
CASH AND CASH EQUIVALENTS - END OF YEAR		$	347		$	491
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest paid - discontinued		$	27,301		$	-
Income taxes paid		$	-		$	-
Non Cash Financing activity:
Issuance of shares to settle debt		$	37,452		$	-

 

The accompanying notes are an integral part of these financial statements.

MILWAUKEE IRON ARENA FOOTBALL, INC.
(FORMERLY GENESIS CAPITAL CORPORATION OF NEVADA)
STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT)
FOR THE YEARS ENDED SEPTEMBER 30, 2010 AND 2009

 

		Preferred Stock						Preferred Stock						Common Stock						Additional
		Series A						Series B												Paid-in
		Shares			Amount			Shares			Amount			Shares			Amount			Capital			(Deficit)			Total
Balance, October 1, 2008			5,000,000			5,000			5,000,000			5,000			581,262			581			28,459			280,982			320,022
Proceeds from shareholders																								527,000			527,000
Net (Loss) for the year ended September 30, 2009			-			-			-			-			-			-			-			(1,139,750)			(1,139,750)
Balance, September 30, 2009			5,000,000		$	5,000			5,000,000		$	5,000			581,262		$	581		$	28,459		$	(331,768)		$	(292,728)
To record the issuance of 17,687 shares for debt repayment of officers loan.															17,687			18			37,434						37,452
To record the issuance of 1,000 shares for legal fees.															1,000			1			99,999						100,000
To record the issuance of 150 shares for stock transfer agent fees.															150			0			15,000						15,000
To record the issuance of 5,802 shares for credit facility expense.															5,802			6			580,194						580,200
Proceeds from shareholders																								106,500			106,500
To record the issuance of 30,000 shares for credit facility expense.															30,000			30			1,799,970						1,800,000
Net (Loss) for the year ended September 30, 2010																								(4,019,508)			(4,019,508)
Balance, September 30, 2010			5,000,000		$	5,000			5,000,000		$	5,000			635,901		$	636		$	2,561,056		$	(4,244,776)		$	(1,673,084)

The accompanying notes are an integral part of these financial statements.

MILWAUKEE IRON ARENA FOOTBALL, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2010 AND 2009

1 - HISTORY AND ORGANIZATION OF THE COMPANY

Milwaukee Iron Professional Arena Football, LLC was formed in November of 2006, in the State of Wisconsin, as a limited liability company, originally named Wisconsin Professional Indoor Football, LLC. The Milwaukee Iron are a professional Arena Football team that played their home games at the Bradley Center, the premier sports and entertainment venue in downtown Milwaukee, Wisconsin, as a member of Arena Football One.

On January 26, 2010 Genesis Capital Corporation of Nevada, a Nevada corporation (“Genesis”), Genesis Capital Acquisition Corp, a wholly owned subsidiary of Genesis (“Genesis Sub”) and the shareholders completed a “reverse acquisition” transaction with Milwaukee Iron Professional Arena Football, LLC, a Wisconsin Limited Liability Company (“MIPAF”) and Wisconsin Professional Arena Football Investment LLC, a Wisconsin Limited Liability Company (“WPAFI”). Pursuant to the Merger Agreement, the Company agreed to acquire 100% of the equity of MIPAF and WPAFI in exchange for the issuance of 580,800 newly issued shares of Genesis common stock.  For accounting purposes, MIPAF is deemed to be the accounting acquirer in the reverse acquisition transaction. Consequently, the assets and liabilities and the historical operations reflected in the financial statements are those of MIPAF and WPAFI and were recorded at the historical cost basis. Prior to the reverse acquisition, Genesis was considered a shell company (with no operating activity) and as such had assets and liabilities of $455 and $50,352 respectively. All recapitalization entries have been appropriately recorded with a resulting elimination of Genesis’ accumulated deficit. As a result of the reverse acquisition Genesis was no longer considered a shell company and has subsequently changed its name to Milwaukee Iron Arena Football Inc. (“Milwaukee Iron” or the “Company”).

Subsequent to the Merger, there were 581,061 shares of Genesis' common stock outstanding, of which approximately 99% are held by the former members of the Company (before adjusting for any conversion or exercise of any Preferred Stock into common stock of Genesis.) 

As a means for financing operations, the Company entered into an Investment Agreement/Equity Line of Credit with Kodiak Capital Group, LLC, pursuant to which the Company had the right to “put” to Kodiak up to $15 million in shares of its common stock (i.e., the Company could compel Kodiak to purchase its common stock at a pre-determined formula). On June 23, 2010, the Company and Kodiak agreed to amicably terminate the Investment Agreement and their business relationship and executed a confidential Mutual Release and Termination Agreement to that effect.

On June 30, 2010, the Company entered into negotiations with the previous owner’s of its merger partner whereby the Milwaukee Iron Football team (the “Team”) will be spun out into a new company and the remaining public shell will remain with the old shareholder. As a result of this determination, all results of operations and assets and liabilities associated with the Team have been classified as discontinued operations under GAAP. As of November 23, 2010, Milwaukee Iron Professional Arena Football, LLC was spun off. Refer to Note 2 (“Discontinued Operations”).

MILWAUKEE IRON ARENA FOOTBALL, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2010 AND 2009

2 – DISCONTINUED OPERATION

Assets and liabilities to be disposed of comprise the following:

			September 30, 2010				September 30, 2009
Cash		$	1,197			$	21,082
Accounts Receivable			17,317				25
Prepaid Expenses			43,768				15,438
Property, Plant &Equipment - Net			311,420				354,336
Investment in Af2 Operating Co.			103,752				52,537
Total Assets		$	477,454			$	443,418
Accounts Payable		$	584,433			$	397,892
Short term loans			904,941				10,073
Loans from related parties			98,976				-
Short term credit line			427,000				150,000
Deferred revenue			34,635				61,320
Notes payable - related parties			70,000				70,000
Total liabilities		$	2,119,985			$	689,285

The following amounts have been segregated from operations and included in discontinued operations in the consolidated statements of operations:

		For the year ended
		September 30,
		2010				2009
REVENUE		$	382,366			$	517,411
COST OF SALES			1,256,788				995,384
GROSS PROFIT (LOSS)			(874,422)				(477,973)
OPERATING EXPENSES
Selling, general and administrative			480,684				585,128
Depreciation			48,257				50,585
Total Expenses			528,941				635,713
LOSS BEFORE INTEREST EXPENSE			(1,403,363)				(1,113,686)
OTHER EXPENSE
Interest expense			(99,801)				(760)
			(99,801)				(760)
NET LOSS		$	(1,503,164)			$	(1,114,446)

MILWAUKEE IRON ARENA FOOTBALL, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2010 AND 2009

3- GOING CONCERN

Due to the Company's limited amount of committed capital, recurring losses, negative cash flows from operations and its inability to pay outstanding liabilities based on existing recurring cash flows, there is substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, assuming that the Company will continue as a going concern.

4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The condensed consolidated financial statements include the combined accounts of Milwaukee Iron Professional Arena Football, LLC and Wisconsin Professional Arena Football Investment, LLC, a Wisconsin Limited Liability Corporation. All material intercompany transactions and accounts have been eliminated in consolidation.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less when purchased.

USE OF ESTIMATES

The preparation of consolidated financial statements in accordance with United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

REVENUE RECOGNITION

Revenues consist principally of ticket sales (including season tickets), sponsorships, and merchandise sales. 

All revenues are recognized when the products are sold to a purchaser at a fixed or determinable price, delivery or event has occurred and title has transferred, and collection of the revenue is reasonably assured. Season tickets sales are recorded as unearned until the events for which the tickets were sold have occurred. 

Certain barter transactions have been accepted for sponsorship elements revenue and are recognized over the length of the football season during which the sponsorships will be utilized. The value of the revenue to be declared and the expenses to be taken is based on the fair value of the services received and is equal to the sponsorship elements sold.

PROPERTY AND EQUIPMENT

Depreciation is computed primarily on the straight-line method for financial statements purposes over the following years:

Leasehold Improvements	15
Equipment-Football	7
Fixtures and Furniture	5
Playing Field	7

MILWAUKEE IRON ARENA FOOTBALL, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2010 AND 2009

IMPAIRMENT AND DISPOSAL OF LONG-LIVED ASSETS

The Company evaluates the carrying value of its long-lived assets under the provisions of FASB ASC 360-10-35, “Subsequent Measurement”. This requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted future cash flows estimated to be generated by those assets are less than the assets’ carrying amount. If such assets are impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying value or fair value, less costs to sell. No impairments losses were recognized during the year ended September 30, 2010.

INCOME TAXES

The Company accounts for income taxes under the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") No. 740 "Income Taxes", which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns. Deferred income taxes are recognized for all significant temporary differences between tax and financial statements bases of assets and liabilities. Valuation allowances are established against net deferred tax assets when its more likely than not that some portion or all of the deferred tax asset will not be realized.

The Company did not recognize any deferred tax assets or liabilities as of September 30, 2010 or September 30, 2009

		September 30, 2010			September 30, 2009
Deferred tax assets		$	1,271,203		$	99,530
Deferred tax valuation allowance			(1,271,203)			(99,530)
Net deferred tax assets		$	-		$	-

Due to the uncertainty of utilizing the approximate $4,237,342 and $331,768 in net operating losses, for the years ended September 30, 2010 and 2009, and recognizing the deferred tax assets, an offsetting valuation allowance has been established. Federal, state and local income tax returns for the years prior to 2005 are no longer subject to examinations by the tax authority. 

MARKETING/ ADVERTISING COSTS

Marketing and advertising costs are expensed as incurred. The Company had incurred $56,927 in marketing expenses during the year ended September 30, 2010, as compared to $70,717 for the year ended September 30, 2009, respectively.

5 –FINANCING AGREEMENT

On February 22, 2010, the Company entered into a Confidential Term Sheet with Kodiak Capital, LLC (“Kodiak”) which detailed the general terms and conditions pursuant to which the Company had the right to “put” to Kodiak over a three-year period up to $15 million in shares of its common stock (i.e., we can compel Kodiak to purchase our common stock at a pre-determined formula). Pursuant to the Term Sheet the company paid to Kodiak the $15,000 document preparation fee and issued to it the commitment shares equal to 5,802 restricted shares of common stock. On April 30, 2010 the Company expressed its put right for $1 million and delivered to Kodiak 30,000 shares of its common stock on May 13, 2010, but never received any proceeds. On June 23, 2010, the Company and Kodiak agreed to amicably terminate their business relationship and executed a confidential Mutual Release and Termination Agreement to that effect. As part of such agreement, Kodiak retained all shares it had been issued, valued at $2,380,200 which has been recorded in operating expenses in condensed consolidated statement of operations. The shares were valued based on market price at the time of issuance.

MILWAUKEE IRON ARENA FOOTBALL, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2010 AND 2009

6 – INVESTMENT IN AF2

The Company has an investment in Arena Football League (AF2) as a part of being a team associated with the League. Each of the 25 arena football teams contributes capital, unrelated to the operating fees also paid, when required to do so by the Board of Directors of AF2. The Company pays 1/25 of the total capital call, and records it as an increase to the Investment in AF2 on the balance sheet. Refer to Note 2 (“Discontinued Operations”).

7 - INTANGIBLE ASSETS

The Company currently owns Franchise Rights to the Milwaukee Iron Professional Arena Football Team. The Company amortizes this right using the straight-line method over a useful life of 7 years. The historical cost of the intangible assets was $250,000. Accumulated amortization totaled $105,921 and $79,135 for the year ended September 30, 2010 and September 30, 2009, respectively. Refer to Note 2 (“Discontinued Operations”).

8 – DEBT OBLIGATIONS

The Company’s credit facilities at the end of the year ended September 30, 2010 and 2009, respectively. Consisting of a revolving line of credit of up to $550,000 and $350,000. At the end of the year ended September 30, 2010 and 2009, respectively. There was a balance of $427,000 and $150,000 outstanding on the revolving line of credit (the “Revolving Loan”). The Revolving Loan bears interest at varying rates that fluctuate based on the prime rate plus one percentage point, with the rate not falling below six percent. The rate defaults to six percent until the lender changes it. The Revolving Loan is due and payable in full on June 28, 2011 and requires monthly interest payments. The Company also has unused letters of credit of $123,000 and $183,000 as of September 30, 2010 and 2009, respectively. The outstanding liability under the credit line has been reclassified to liabilities of discontinued operations. 

The company short-term loans of $904,941 and $10,073 represent amounts advanced to the company by investors. These amounts have no specific payment terms and bear no interest. The outstanding liability under the short-term loans has been reclassified to liabilities of discontinued operations. These loans are the obligation of Milwaukee Iron Professional Arena Football, LLC. Refer to Note 2 (“Discontinued Operations”).

		September 30, 2010			September 30, 2009
Short - Term Loans		$	904,941		$	10,073
Short - Term Line of Credit			427,000			150,000
Total		$	1,331,941		$	160,073

9 - STOCKHOLDERS’ EQUITY (DEFICIT)

As of September 30, 2010 and 2009, the Company had issued 5,000,000 of its preferred stock series A shares.

As of September 30, 2010 and 2009, the Company had issued 5,000,000 of its preferred stock series B shares.

MILWAUKEE IRON ARENA FOOTBALL, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2010 AND 2009

On January 26, 2010, Genesis Capital Corporation of Nevada, a Nevada Corporation ("Genesis"), Genesis Capital Acquisition Corp., a wholly-owned subsidiary of Genesis ("Genesis Sub"), Milwaukee Iron Professional Arena Football, LLC, a Wisconsin limited liability company ("MIPAF"), Wisconsin Professional Arena Football Investment LLC, a Wisconsin limited liability company ("WPAFI") and Christopher Astrom, as the sole owner of all of Genesis' outstanding preferred stock entered into an Agreement and Plan of Merger and subsequently closed on the Merger pursuant to which MIPAF and WPAFI merged with and into Genesis Sub, with Genesis Sub continuing as the surviving corporation in the Merger and as a wholly-owned subsidiary of Genesis. Genesis subsequently changed its name to "Milwaukee Iron Arena Football, Inc." (the “Milwaukee Iron” or the “Company”).

On June 22, 2010, the Board of Directors authorized and the Company effectuated a 1 for 50 reverse stock split of the Company’s common stock. The number of authorized shares of the Company’s common stock shall remain at 500,000,000. The par value and other terms of the common stock were not affected by the reverse stock split. The share numbers and per share amounts in the financial statements and the notes to the financial statements reflect the retroactive application of this reverse stock split.

	Shares
Balance as of September 30, 2009	201
Shares issued in recapitalization	581,061
Shares issued as payment for services	1,150
Shares issued as credit facility expense	35,802
Shares issued for repayment of officer loan	17,687
Balance as September 30, 2010	635,901

10- RELATED PARTY TRANSACTIONS

The Company had issued a note payable to a shareholder. The total due as of September 30, 2010 was $51,070. This obligation is due on demand and does not accrue interest.

As of September 30, 2010, the Company owed another shareholder a total of $18,930 for expenses paid on behalf of the company.

Both of these obligations are included in the accompanying financial statements as Loans from related parties and have been reclassified to liabilities of discontinued operations. These are the obligation of Milwaukee Iron Professional Arena Football, LLC. Refer to Note 2 (“Discontinued Operations”).

MILWAUKEE IRON ARENA FOOTBALL, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2010 AND 2009

11 – COMMITMENTS AND CONTINGENCIES

LETTERS OF CREDITS

The Company was granted two letters of credit in the amounts of $40,000 and $83,000, respectively. These letters of credit expired in November of 2010, subject to automatic renewal unless notified within 45 or 90 days. Each letter of credit, if used, will accrued interest at the Prime Rate plus one percentage point, with a floor rate of six percent. Interest payments will require monthly interest payments, if used.

As of September 30, 2010 and 2009, the unused letters of credit amounted to $123,000 and $183,000. 

At the end of year ended September 30, 2010 and 2009, there was a balance of $123,000 and $183,000, respectively, outstanding on the letters of credit, and the unused letters of credit amounted to $123,000 and $183,000 as of September 30, 2010 and 2009, respectively. These are the obligation of Milwaukee Iron Professional Arena Football, LLC. Refer to Note 2 (“Discontinued Operations”).

LEASES

The Company currently has an operating lease agreement with the Center where the team plays its home games. The agreement has terms for a base fee of $8,500 per game (the “Base Fee”) plus an additional fee of $2,500 for each game in which attendance is equal to or greater than 2,500, but less that 5,000 attendees or $5,000 for each game in which attendance is equal to or greater than 5,000 attendees. Additionally, beginning January 1, 2010, the Company will pay an additional fee of $2,000 per game for which the Center must remove or install a curtain system in connection with a team home game. Payments are made to the Center on a per game basis as a deduction by the Center of any game revenue. These are the obligation of Milwaukee Iron Professional Arena Football, LLC. Refer to Note 2 (“Discontinued Operations”).

LEGAL PROCEEDINGS

The Company is involved in litigation (as both plaintiff and defendant) incidental to the conduct of its business, but the Company is a not a party to any lawsuit or proceeding which, in the opinion of the Company, is likely to have material adverse effect on the Company’s financial position.

12 - FAIR VALUE

The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and notes payable approximate fair value due to the short-term nature of these items.  The carrying amount of the short term loan and short term line of credit approximate the fair value based on the Company's expected borrowing rate for debt with similar remaining maturities and comparable risk in market.

13 – SUBSEQUENT EVENTS

On November 23, 2010, the Company consummated the Unwind Agreement with the previous owner’s of its merger partner whereby the Milwaukee Iron Football team (the “Team”) will be spun out into a new company and the remaining public shell will remain with the old shareholder. As a result of the Unwind Agreement the Company is currently operating as a shell company. No material gain or loss resulted as a result of the spin-off of the Team.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None

ITEM 9A.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of September 30, 2010. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were not effective as of such date, at a reasonable level of assurance, in ensuring that the information required to be disclosed by our company in the reports we file or submit under the Exchange Act is: (i) accumulated and communicated to our management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). 

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, management has concluded that our internal control over financial reporting was not effective as of September 30, 2010. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting pursuant to temporary rules of the Securities and Exchange Commission.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In connection with our assessment of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act of 2002, we identified the following material weaknesses in our internal control over financial reporting as of September 30, 2010:

We have difficulty in accounting for complex accounting transactions particularly as it relates to complex equity transactions.

Documented processes do not exist for several key processes

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Because of the material weaknesses noted above, we have concluded that we did not maintain effective internal control over financial reporting as of September 30, 2010, based on Internal Control over Financial Reporting – Guidance for Smaller Public Companies issued by COSO.

Changes in Internal Control Over Financial Reporting

As a result of the Unwind Agreement and accompanying spin-off of our operating subsidiary we are now a shell company and have changed our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) during our last fiscal quarter such that our sole officer and director is now responsible for all financial reporting requirements.

ITEM 9B.  OTHER INFORMATION

None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following individuals were serving as our executive officers on September 30, 2010:

Name	Age	Position
Richard Astrom	63	CEO, Secretary, Treasurer, Director, CFO

Richard S. Astrom (63). Mr. Astrom has been an officer and director of the Company since November 1, 2001. From 1995 through June 2007, Mr. Astrom served as President and Chief Executive Officer of National Realty and Mortgage, Inc. He also served as a director of Capital Solutions I, Inc. until December 2007 whereupon he resigned his position in connection with an exchange transaction described in Form 8-K filed with the SEC by Capital Solutions on December 10, 2007. He has been an active real estate broker in Florida since 1969. Mr. Astrom earned a Bachelor’s Degree in Business Administration from the University of Miami.

All executive officers are elected by the Board and hold office until the next Annual Meeting of stockholders and until their successors are elected and qualify.

Compliance With Section 16(a) Of The Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the registrant's officers and directors, and persons who own more than 10% of a registered class of the registrant's equity securities, to file reports of ownership and changes in ownership of equity securities of the Registrant with the Securities and Exchange Commission. Officers, directors and greater-than 10% shareholders are required by the Securities and Exchange Commission regulation to furnish the registrant with copies of all Section 16(a) forms that they file.

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ITEM 11. EXECUTIVE COMPENSATION

(a) Compensation.

The following table sets forth compensation awarded to, earned by or paid to our Chief Executive Officer and the four other most highly compensated executive officers with compensation in excess of $100,000 for the years ended September 30, 2010 and 2009 (collectively, the "Named Executive Officers").

SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary	Bonus	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	Nonqualified Deferred Compensation Earnings	All Other Compensation	Total
Christopher Astrom,	2010	0	0	0	0	0	0	0	0
	2009	0	0	0	0	0	0	0	0
Richard Astrom, sec/treas, CEO	2010	0	0	0	0	0	0	0	0
	2009	0	0	0	0	0	0	0	0

OUTSTANDING EQUITY AWARDS AT SEPTEMBER 30, 2010
	OPTION AWARDS					STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)
Richard Astrom	0	0	0	0	0	0	0	0	0

21

EMPLOYMENT CONTRACTS

We do not have an employment contract with any executive officer.

We have made no Long Term Compensation payouts.

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION
Name	Fees Earned or Paid in Cash	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation	Total
Richard Astrom	0	0	0	0	0	0	0

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding the beneficial ownership of Common Stock as of September 30, 2010, for each person, other than directors and executive officers, who is known by us to own beneficially five percent (5%) or more of its outstanding Common Stock. 

Security Ownership of five percent (5%) Shareholders

Security Ownership of five percent (5%) Shareholders
Title of class	Name and address of beneficial owner	Amount and nature of beneficial ownership	Percent of class
	NONE

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Security Ownership of Management

The following table sets forth certain information regarding the beneficial ownership of Common Stock as of September 30, 2010 for the following: (1) each of our directors and executive officers and (1) our directors and executive officers as a group.

Security Ownership of Management
Title of Class	Name of Beneficial Owner	Amount and nature of Beneficial Ownership(1)(2)	Percent of Class(1)(2)
Common	Richard Astrom	3,011	2%
Preferred	Richard Astrom	10,000,000	100%
directors and executive officers as a group (1)

⁽¹⁾ All calculations are based on shares outstanding as adjusted for the 1:50 reverse stock split authorized in June 2010.

⁽²⁾ Based on an aggregate of 155,892 common shares and 10,000,000 preferred shares outstanding as of September 30, 2010 (post-split) . Each share of series A convertible preferred stock entitles the holder thereof to 25 votes on all matters, the right to convert each share into 25 shares of common stock and a liquidation preference of $1.00 per share. Each share of series B convertible preferred stock entitles the holder thereof to two hundred fifty (250) votes on all matters, the right to convert each share into two hundred fifty (250) shares of common stock and a liquidation preference of $1.00 per share.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Richard Astrom is the father of Christopher Astrom.

None of our directors or executive officers or their respective immediate family members or affiliates are indebted to us. As of the date of this report, there is no material proceeding to which any of our directors, executive officers or affiliates is a party or has a material interest adverse to us.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

We were billed $51,800 for the fiscal year ended September 30, 2010 and $23,000 for the fiscal year ended September 30, 2009 for professional services rendered by the principal accountant for the audit of our annual financial statements, the review of our quarterly financial statements, and other services performed in connection with our statutory and regulatory filings.

23

Audit Related Fees

There were $0 in audit related fees for the fiscal year ended September 30, 2010 and $0 in audit related fees for the fiscal year ended September 30, 2009. Audit related fees include fees for assurance and related services rendered by the principal accountant related to the audit or review of our financial statements, not included in the foregoing paragraph.

Tax Fees

Tax fees were $0 for the fiscal year ended September 30, 2010 and $0 for the fiscal year ended September 30, 2009.

All Other Fees

There were no other professional services rendered by our principal accountant during the last two fiscal years that were not included in the above paragraphs.

Preapproval Policy

Our Board of Directors reviews and approves audit and permissible non-audit services performed by its independent accountants, as well as the fees charged for such services. In its review of non-audit service fees and its appointment of Friedman LLP as the Company's independent accountants, the Board of Directors considered whether the provision of such services is compatible with maintaining independence.
 

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements and Schedules. The following financial statements and schedules for the Company as of September 30, 2010 are filed as part of this report.

(1) Financial statements of the Company and its subsidiaries.

(2) Financial Statement Schedules:

All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
     

24

(A) EXHIBITS.

The following Exhibits are incorporated herein by reference or are filed with this report as indicated below.

Exhibit No.	Description of Exhibits
3.01	Certificate of Incorporation(1)
3.01(a)	Certificate of Amendment of Certificate of Incorporation dtd Sept. 17, 2001(1)
3.01(b)	Certificate of Designation of Series A Convertible Preferred Stock(1)
3.01(c)	Amended and Restated Series A Convertible Preferred Stock Designation (2)
3.01(d)	Series B Convertible Preferred Stock Designation (2)
3.01(e)	Certificate of Amendment to the Certificate of Incorporation(3)
3.02	By-laws(1)
10.1	Unwind Agreement(4)
21.1	Subsidiaries
23.1	Consent of Certified Public Accountants
31.1	Certification of Chief Executive Officer*
32.1	Certification of principal financial and accounting officer*

⁽¹⁾ Previously filed on January 19, 2006 with Form 10-SB/A Registration statement.
⁽²⁾ Previously filed on February 22, 2007 with Current Report on Form 8-K.
⁽³⁾ Previously filed on April 21, 2008 with Information Statement on Schedule 14C.
⁽⁴⁾ Previously filed on December 1, 2010 with Current Report on Form 8-K.
* Filed herewith

 

 

 

 

 

 

 

 

25

SIGNATURES

In accordance with Section 13 or 15(d) 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.

Milwaukee Iron Arena Football, Inc.

By: /s/ Richard Astrom     
Name: Richard Astrom
Title: Chief Executive Officer, Director

Date: January 13, 2011

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Milwaukee Iron Arena Football, Inc.

By: /s/ Richard Astrom     
Name: Richard Astrom
Title: Chief Financial Officer, Secretary, Director

Date: January 13, 2011

 

 

 

 

 

 

 

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