UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

——————————

FORM 10-K/A

(Amendment No. 1)

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 30, 2015

or

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

For the transition period from ____________ to ____________

Commission File Number 000-51132

Major League Football, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of Incorporation or Organization)	20-1568059 (I.R.S. Employer Identification No.)
6230 University Parkway, Suite 301, Lakewood Ranch, Florida  (Address of principal executive offices)	34240 (Zip Code)
Registrant’s telephone number, including area code: (774) 213-1995
Securities registered pursuant to Section 12(b) of the Act:
Title of each class None	Name of each Exchange on which registered None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.001 per share (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 þ

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨  No þ

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ  No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the 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 þ

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ¨  Accelerated Filer ¨  Non-Accelerated filer ¨  Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act of 1934). Yes ¨  No þ

As of October 31, 2014, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $9,797,194. Such aggregate market value was computed by reference to the closing price of $.80 per share for the registrant’s common stock on the OTC on that date.  

The number of shares of the registrant’s common stock issued and outstanding as of February 17, 2016 was 44,676,170.

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EXPLANATORY NOTE

Major League Football, Inc. (the “Company”) is filing this Amendment No. 1 to its Form 10-K for the year ended April 30, 2015 originally filed with the Securities and Exchange Commission on August 13, 2015 (the “2015 Form 10-K”) solely for the purpose of amending Part II Item 9A of the 2015 Form 10-K and to include revised certifications of the Company’s chief executive officer and chief financial officer in Exhibits 31.1 and 31.2, which replace the previously filed versions of those exhibits. Each certification as revised by this Amendment No. 1, was true and correct as of the date of the Original Form 10-K.

No items or disclosures appearing in the Company’s 2015 Form 10-K are affected by this filing other than the disclosure relating to the items described in the preceding paragraph.  This report on Form 10-K/A is as of the filing date of the 2015 Form 10-K and does not reflect events occurring after that date, or modify or update disclosures in any way.

PART II

Item 8.	Financial Statements and Supplementary Data.

See attached Appendix A.

Item 9A.	Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, our Company evaluated the effectiveness and design and operation of its disclosure controls and procedures. Our Company’s disclosure controls and procedures are the controls and other procedures that we designed to ensure that our Company records, processes, summarizes, and reports in a timely manner the information that it must disclose in reports that our Company files with or submits to the Securities and Exchange Commission. Our management, including our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of April 30, 2015 and concluded that the disclosure controls and procedures were not effective, because certain deficiencies involving internal controls over financial reporting constituted a material weakness as discussed below.

Management’s Report on 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). Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal controls over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on its evaluation, our management concluded that our internal control over financial reporting as of the end of our most recent fiscal year is not effective because there is a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness(s) identified are:

Our Company does not have a full time Controller or Chief Financial Officer and utilizes a part time consultant to perform these critical responsibilities. This lack of full time accounting staff results in a lack of segregation of duties and accounting technical expertise necessary for an effective system of internal control.

1

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

In order to mitigate the above weaknesses(s), to the fullest extent possible, our Company has engaged a financial consultant with significant accounting and reporting experience to assist our Company in becoming and remaining current with its reporting responsibilities. Additionally, as soon as our finances allow, we will hire sufficient accounting staff and implement appropriate procedures to mitigate the weaknesses discussed above.

Additionally, the Company plans on hiring a fulltime Controller or Chief Financial Officer when funds are sufficient.

Our Company’s internal control over financial reporting should include policies and procedures that (1) pertain to maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. In addition, the design of any system of controls is based in part on certain assumptions about the likelihood of future events, and controls may become inadequate if conditions change. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s attestation in this annual report.

Changes in Company Internal Controls

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

2

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PART IV

Item 15.	Exhibits and Financial Statement Schedules.

(a)	(1)	The following financial statements are filed as part of this Form 10-K/A Report:

·	Balance Sheets as of April 30, 2015 and April 30, 2014
·	Statements of Operations and Comprehensive Loss for the years ended April 30, 2015 and April 30, 2014
·	Statements of Changes in Stockholders’ Deficiency for the years ended April 30, 2015 and 2014
·	Statements of Cash Flows for the years ended April 30, 2015 and 2014
·	Notes to Financial Statements

	(2)	Schedules   None required.
	(3)	Exhibits

The exhibits to this Annual Report on Form 10-K/A are listed on the accompanying Index to Exhibits and are incorporated herein by reference or are filed as part of this Annual Report on Form 10-K/A.

Number		Description of Documents
2.1		Asset Purchase Agreement dated July 14, 2014 between the Registrant and Major League Football, LLC (incorporated by reference to the Registrant’s Form 8-K filed on July 18, 2014).
3.1		Certificate of Incorporation (incorporated by reference to the Registrant’s Form 10 filed on January 21, 2005).
3.2		Certificate of Amendment to Certificate of Incorporation (incorporated by reference to the Registrant’s Form 8-K filed on June 6, 2014).
3.3		Certificate of Amendment to Certificate of Incorporation (incorporated by reference to the Registrant’s Form 8-K filed on November 12, 2014).
3.4		Amended and Restated By-Laws (incorporated by reference to the Registrant’s Form 8-K filed on November 14, 2014).
3.5		Amendment to Amended and Restated By-Laws (incorporated by reference to the Registrant’s Form 8-K filed on February 2, 2015).
10.1		Employment Agreement dated July 14, 2014 between the Registrant and Thomas J. Marino (incorporated by reference to the Registrants Form 8-K filed on July 18, 2014).
10.2		Employment Agreement dated July 14, 2014 between the Registrant and Wesley Chandler (incorporated by reference to the Registrants Form 8-K filed on July 18, 2014).
10.3		Employment Agreement dated July 14, 2014 between the Registrant and Richard Smith (incorporated by reference to the Registrants Form 8-K filed on July 18, 2014).
10.4		Employment Agreement dated July 14, 2014 between the Registrant and Michael Queen (incorporated by reference to the Registrants Form 8-K filed on July 18, 2014).
10.5		Employment Agreement dated July 14, 2014 between the Registrant and Ivory Sully (incorporated by reference to the Registrants Form 8-K filed on July 18, 2014).
14.1		Code of Ethics, as amended and restated as of September 30, 2005 (incorporated by reference to the Registrant’s Form 10-K for the fiscal year ended April 30, 2005 filed on July 28, 2005).
31.1#		Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 executed by the Principal Executive Officer of the Company
31.2#		Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 executed by the Principal Financial Officer of the Company
32.1#		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Executive Officer of the Company
32.2#		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Financial Officer of the Company
99.1		2014 Employee Stock Plan (incorporated by reference to the Registrant’s Form 8-K filed on July 14, 2014).
99.2		2006 Equity Incentive Plan (incorporated by reference to the Registrant’s Form 10-K for the fiscal year ended April 30, 2006 filed on July 28, 2006).
101		XBRL data files of Financial Statements and Notes contained in this Annual Report on Form 10-K/A

———————

#	Filed herewith

3

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SIGNATURES

Pursuant to the requirements of 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.

	Major League Football, Inc.
	(Registrant)
February 17, 2016
	By:	/s/ Wesley Chandler
		Wesley Chandler, President
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Wesley Chandler		President; Principal Executive Officer		February 17, 2016
Wesley Chandler
/s/ Michael D. Queen Michael D. Queen		Director, Executive Vice President of Finance; Principal Financial Officer		February 17, 2016

4

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MAJOR LEAGUE FOOTBALL, INC.

FINANCIAL STATEMENTS

APRIL 30, 2015 and 2014

CONTENTS

	PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2
BALANCE SHEETS	F-3
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS	F-4
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY	F-5
STATEMENTS OF CASH FLOWS	F-6
NOTES TO FINANCIAL STATEMENTS	F-8 – F-23

F-1

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of:

Major League Football, Inc.

We have audited the accompanying balance sheets of Major League Football, Inc as of April 30, 2015 and 2014 and the related statements of operations and comprehensive loss, changes in stockholders’ deficiency, and cash flows for each of the two years in the period ended April 30, 2015. 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 audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 financial statements referred to above present fairly, in all material respects, the financial position of Major League Football, Inc as of April 30, 2015 and 2014 and the results of its operations and its cash flows for each of the two years in the period ended April 30, 2015 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company had a net loss and net cash used in operations of $3,710,675 and $493,490, respectively, in 2015, and has a working capital deficit, accumulated deficiency and stockholders’ deficiency of $1,343,070, $14,489,565 and $1,276,084, respectively, at April 30, 2015 and has minimal revenues. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans as to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Salberg & Company, P.A.

SALBERG & COMPANY, P.A.

Boca Raton, Florida

August 13, 2015

2295 NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431-7328

Phone: (561) 995-8270 • Toll Free: (866) CPA-8500 • Fax: (561) 995-1920

www.salbergco.com • info@salbergco.com

Member National Association of Certified Valuation Analysts • Registered with the PCAOB

Member CPAConnect with Affiliated Offices Worldwide • Member AICPA Center for Audit Quality

F-2

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MAJOR LEAGUE FOOTBALL, INC.

BALANCE SHEETS

		At April 30,
		2015				2014
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	29,583			$	1,369
Available-for-sale marketable equity securities			—				20,306
Prepaid expenses			114,513				83
TOTAL CURRENT ASSETS			144.096				21,758
LONG-TERM ASSETS
Prepaid consulting			66,986				—
Rent deposit			—				1,100
TOTAL LONG-TERM ASSETS			66,986				1,100
TOTAL ASSETS		$	211,082			$	22,858
LIABILITIES
CURRENT LIABILITIES
Accounts payable		$	355,296			$	243,823
Accounts payable - related parties			240,000				—
Accrued expenses			293,536				232,164
State income taxes payable			110,154				109,654
Convertible unsecured promissory notes			463,560				—
Notes payable			—				68,000
Notes payable, related parties			14,000				133,294
Accrued interest			10,620				20,573
Accrued interest, related parties			—				109,686
TOTAL CURRENT LIABILITIES			1,487,166				917,194
COMMITMENTS AND CONTINGENCIES (NOTE 9)
STOCKHOLDERS' DEFICIENCY
Preferred Stock, $0.001 par value, 50,000,000 shares authorized; No shares issued and outstanding at April 30, 2015 and April 30, 2014, respectively		$	—			$	—
Common stock, $0.001 par value, 150,000,000 shares authorized; 33,450,009 and 6,062,495 shares issued and outstanding at April 30, 2015 and April 30, 2014, respectively			33,450				6,062
Additional paid-in capital			13,180,031				9,858,186
Accumulated deficiency			(14,489,565	)			(10,778,890	)
Accumulated other comprehensive income			—				20,306
TOTAL STOCKHOLDERS' DEFICIENCY		$	(1,276,084	)		$	(894,336	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY		$	211,082			$	22,858

See accompanying notes to these financial statements.

F-3

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MAJOR LEAGUE FOOTBALL, INC.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

		For the Year Ended
		April 30,
		2015				2014
Revenue
Management services		$	20,000			$	25,000
Total Revenue			20,000				25,000
Operating Expenses
Salaries and wages			1,684,125				8,068
Professional fees			1,292,529				861,990
Insurance			20,857				22,852
Asset purchase expense			400,000				—
General and administrative			396,305				58,556
Total Operating Expenses			3,793,816				951,466
Operating Loss			(3,773,816	)			(926,466	)
Other Income (Expense)
Tax penalties and interest			(17,670	)			(24,067	)
Miscellaneous income			7,464				329,191
Interest expense			(10,620	)			(13,359	)
Loss on impairment of non-marketable equity securities			—				(23,500	)
Gain (loss) on sale of available-for-sale marketable equity securities			21,894				(9,035	)
Gain on issuance of common stock in settlement of debt			62,073				—
Total Other Income (Expense)			63,141				259,230
Net Loss		$	(3,710,675	)		$	(667,236	)
Comprehensive Loss
Unrealized loss on available-for-sale marketable equity securities			—				(13,036	)
Total Comprehensive Loss		$	(3,710,675	)		$	(680,272	)
Basic and Diluted Net Loss Per Share		$	(0.14	)		$	(0.12	)
Weighted Average Shares - Basic and Diluted			26,763,397				5,578,665

See accompanying notes to these financial statements.

F-4

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MAJOR LEAGUE FOOTBALL, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

FOR THE YEARS ENDED APRIL 30, 2015 AND 2014

																		Accumulated
										Additional								Other				Total
		Common Stock								Paid-In				Accumulated				Comprehensive				Stockholders'
		Shares				Amount				Capital				Deficiency				Income (Loss)				Deficiency
Balance at April 30, 2013			3,097,495			$	3,097			$	8,965,961			$	(10,111,654	)		$	33,342			$	(1,107,814	)
Unrealized loss on available-for-sale securities			—				—				—				—				(13,036	)			(13,036	)
Issuance of stock for consulting services - $0.95 per share			425,000				425				403,325				—				—				403,750
Issuance of common stock for consulting services - $0.35 per share			1,000,000				1,000				349,000				—				—				350,000
Sale of stock from private placement - $0.50 per share			100,000				100				49,900				—				—				50,000
Issuance of stock previously issuable			1,440,000				1,440				—				—				—				—
Write-off of accounts payable per agreement with related party			—				—				90,000				—				—				90,000
Net loss the year ended April 30, 2014															(667,236	)							(667,236	)
Balance at April 30, 2014			6,062,495			$	6,062			$	9,858,186			$	(10,778,890	)		$	20,306			$	(894,336	)
Issuance of common stock for employee services - $0.05 per share			12,000,000				12,000				588,000				—				—				600,000
Issuance of common stock for exchange of debt - $0.05 per share			529,998				530				25,970				—				—				26,500
Issuance of common stock to acquire Major League Football assets -$0.05 per share			8,000,000				8,000				392,000				—				—				400,000
Issuance of common stock to related party for exchange of debt -$0.05 per share			1,457,874				1,458				241,522				—				—				242,980
Issuance of common stock for professional services -$0.05 per share			2,375,000				2,375				116,375				—				—				118,750
Issuance of common stock for employee services - $0.05 per share			274,642				275				13,457				—				—				13,732
Issuance of common stock pursuant to 2014 Stock Plan -$0.05 per share			1,000,000				1,000				49,000				—				—				50,000
Reclassification from accumulated other comprehensive income			—				—				—				—				(20,306	)			(20,306	)
Issuance of common stock from exercise of stock options - $0.05 per share			300,000				300				14,700				—				—				15,000
Issuance of common stock for professional services - $0.90 per share			250,000				250				225,000				—				—				225,250
Issuance of common stock for consulting services - $0.30 per share			500,000				500				149,500												150,000
Issuance of common stock from exercise of stock warrants - $0.01 per share			700,000				700				6,300				—				—				7,000
Amortization of stock options issued for consulting services over vesting period			—				—				157,952				—				—				157,952
Amortization of stock options issued for employee services over vesting period			—				—				547,920				—				—				547,920
Amortization of common stock issued for employee services over vesting period			—				—				69,520				—				—				69,520
Stock warrants issued for consulting services vested immediately			—				—				724,629				—				—				724,629
Net loss, year ended April 30, 2015			—				—				—				(3,710,675	)			—				(3,710,675	)
Balance at April 30, 2015			33,450,009			$	33,450			$	13,180,031			$	(14,489,565	)		$	—			$	(1,276,084	)

See accompanying notes to these financial statements.

F-5

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MAJOR LEAGUE FOOTBALL, INC.

STATEMENTS OF CASH FLOWS

		For the Year Ended
		April 30,
		2015				2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(3,710,675	)		$	(667,236	)
Adjustments to reconcile net loss to net cash used in operating activities:
(Gain) loss on sale of available-for-sale marketable equity securities			(21,894	)			9,035
Loss on impairment of non-marketable equity securities			—				23,500
Write off of accounts payable per statute of limitations			—				(113,575	)
Write off of accrued payroll per statute of limitations			—				(130,927	)
Write off of accrued interest previously recorded for tax position			—				(92,050	)
Write off of note payable per statute of limitations			—				(2,100	)
Gain on issuance of common stock for exchange of debt			(62,073	)			—
Amortization of prepaid consulting over service period			195,514				—
Amortization of common stock issued for employee services over vesting period			547,920				—
Amortization of stock options issued for consulting services over vesting period			157,952				—
Amortization of common stock issued for employee services over vesting period			69,521				—
Stock warrants issued for consulting services that vested immediately			724,629				—
Asset purchase expense			400,000				—
Stock based compensation expense			782,482				753,750
Write off of rent deposit			1,100				—
Changes in operating assets and liabilities:
Prepaid expenses			(1,930	)			993
Accounts payable			111,472				31,407
Accounts payable - related parties			240,000				—
State income taxes payable			500				(6,000	)
Accrued expenses			61,372				18,068
Accrued payroll and payroll taxes			—				(4,086	)
Accrued interest			10,620				4,740
Accrued interest - related party			—				8,620
Net cash used in operating activities			(493,490	)			(165,861	)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of available-for-sale marketable equity securities			21,894				160,962
Purchase of non-marketable securities			—				(23,500	)
Net cash provided by investing activities			21,894				137,462
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible unsecured promissory notes			463,560				—
Proceeds from issuance of notes payable to related parties			14,000				—
Issuance of common stock from exercise of warrants			22,000				—
Issuance of common stock for professional and consulting services			250				—
Issuance of stock from private placement, net of fees			—				50,000
Repayment of promissory note - related parties			—				(35,085	)
Net cash provided by financing activities			499,810				14,915
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			28,214				(13,484	)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD			1,369				14,853
CASH AND CASH EQUIVALENTS - END OF PERIOD		$	29,583			$	1,369

See accompanying notes to these financial statements.

F-6

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MAJOR LEAGUE FOOTBALL, INC.

STATEMENTS OF CASH FLOWS (Continued)

		For the Year Ended
		April 30,
		2015						2014
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS
Cash paid for income taxes			$	—				$	12,000
Cash paid for interest			$	—				$	—
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Unrealized gain on available-for-sale marketable equity securities			$	—				$	(13,036	)
Write-off of accounts payable per agreement with vendor			$	—				$	90,000
Reclassification of accumulated other comprehensive income			$	20,306				$	—
Issuance of common stock for exchange of debt			$	88,573				$	—
Issuance of common stock to related party for exchange of debt			$	242,980				$	—
Issuance of common stock to professionals and consultants for services			$	375,000				$	—

See accompanying notes to these financial statements.

F-7

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MAJOR LEAGUE FOOTBALL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED APRIL 30, 2015 AND 2014

NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

History and Nature of Business and Going Concern

Major League football, Inc. (the "Company") was originally incorporated as Universal Capital Management, Inc., a Delaware corporation, on August 16, 2004.

On June 5, 2014, we amended our certificate of incorporation to (i) effect a one-for-five (1:5) reverse split of our common stock; (ii) fix the number of authorized shares of common stock after the reverse split at one hundred and fifty million (150,000,000) shares of common stock; and (iii) authorize the issuance of fifty million (50,000,000) shares of “blank check” preferred stock, $0.001 par value per share, to be issued in series, and all properties of the preferred stock to be determined by our board of directors.

Accordingly, all share and per share amounts included in this Form 10-K for the years ended April 30, 2015 and 2014, have been retroactively adjusted to the beginning of the period to reflect the amendment to the certificate of incorporation for the reverse split.

Prior to July 13, 2014, our primary business was to identify and advise in development and market consumer products. Our strategy employed three primary channels: Direct Response Television (Infomercials), Television Shopping Networks and Retail Outlets. We sought to assist and enable entrepreneurs to introduce products to the consumer market. Entrepreneurs could leverage our experience and valuable business contacts in functions such as product selection, marketing development, media buying and direct response television production. Inventors and entrepreneurs submitted products or business concepts for our input and advice. We generated revenues from two primary sources (i) management of the entire business cycle of the consumer product and (ii) sales of consumer products, for which we received a share of net profits of consumer products sold.

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

On November 12, 2014, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to change its name to Major League Football, Inc. from Universal Capital Management, Inc. The Certificate of Amendment became effective at 5:00 p.m. EST on November 24, 2014.

Major League Football, Inc. is seeking to establish, develop and operate Major League Football ("MLFB") as a professional spring football league. Our anticipated launch is March 2016. We intend to fill a void by establishing franchises in cities overlooked by existing professional sports leagues and provide fans with professional football in the NFL off-seasons, which will enable it to take a totally non-adversarial approach towards the National Football League ("NFL"). Our spring and early summer schedule ensures no direct competition with autumn/winter sports, including the 32 NFL, 9 Canadian Football League, 627 NCAA, 91 NAIA, 142 JUCO's, 27 Canadian Universities, and thousands of high schools and collegiate institutions.

F-8

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MAJOR LEAGUE FOOTBALL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED APRIL 30, 2015 AND 2014

NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying financial statements, the Company had a net loss of $3,710,675 for the year ended April 30, 2015. Additionally, at April 30, 2015, the Company has minimal cash and has a working capital deficit of $1,343,070, an accumulated deficiency of $14,489,565 and a stockholders’ deficiency of $1,276,084, which could have a material impact on the Company’s financial condition and operations. As a result of the significant working capital deficit at April 30, 2015, the Company does not have sufficient cash resources or current assets to pay its obligations.

In view of these matters, recoverability of any asset amounts shown in the accompanying financial statements is dependent upon the Company’s ability to achieve a level of profitability. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Since inception, the Company has financed its activities from the sale of equity securities and from loans. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities and convertible debt securities, until such time that funds provided by operations, if ever, are sufficient to fund working capital requirements. The financial statements do not include any adjustments relating to the recoverability or classification of recorded assets and liabilities that might result should the Company be unable to continue as a going concern.

Investments

The Company invests in various marketable equity instruments and accounts for such investments in accordance with ASC 320 “Investments – Debt and Equity Securities”.

Certain securities that the Company may invest in may be determined to be non-marketable. Non-marketable securities where the fair market value is not readily determinable and the Company owns less than 20% of the investee are accounted for at cost pursuant to ASC topic 325-20 “Cost Method Investments”. Non-marketable securities where the Company owns greater than 20% of the investee are accounted for pursuant to ASC topic 323-10 “Investments - Equity Method and Joint Ventures”. Non-marketable securities for investments in joint ventures are accounted for pursuant to ASC topic 323-30 “Partnerships, Joint Ventures, Limited Liability Entities”.

Management determines the appropriate classification of its investments at the time of acquisition and reevaluates such determination at each balance sheet date. Trading securities that the Company may hold are treated in accordance with ASC 320 with any unrealized gains and losses included in earnings. Available-for-sale securities are carried at fair value, with unrealized gains and losses, net of tax, reported as a separate component of stockholders’ equity. Investments classified as held-to-maturity are carried at amortized cost. In determining realized gains and losses, which are included in earnings in the period of disposal, the cost of the securities sold is based on the specific identification method.

The Company periodically reviews its investments in marketable and non-marketable securities and impairs any securities whose value is considered non-recoverable. The Company’s determination of whether a security is other than temporarily impaired incorporates both quantitative and qualitative information. Generally Accepted Accounting Principles (“GAAP”) requires the exercise of judgment in making this assessment for qualitative information, rather than the application of fixed mathematical criteria. The Company considers a number of factors including, but not limited to, the length of time and the extent to which the fair value has been less than cost, the financial condition and near term prospects of the issuer, the reason for the decline in fair value, changes in fair value subsequent to the balance sheet date, and other factors specific to the individual investment. The Company’s assessment involves a high degree of judgment and accordingly, actual results may differ materially from the Company’s estimates and judgments. The Company recorded zero and $23,500 of impairment charges for securities during the years ended April 30, 2015 and 2014, respectively.

F-9

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MAJOR LEAGUE FOOTBALL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED APRIL 30, 2015 AND 2014

NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Estimates

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

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

Concentrations

Concentration of Credit Risk

Certain financial instruments potentially subject the Company to concentrations of credit risk. These financial instruments consist primarily of cash. At April 30, 2015 and 2014 the Company did not have deposits with a financial institution that exceeded the FDIC deposit insurance coverage.

Concentration of Revenues

Innovation Industries accounted for 100% of our revenue for the years ended April 30, 2015 and 2014 respectively.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash, marketable securities, accounts payable and accrued expenses. The carrying values of cash, accounts payable and accrued expenses approximate fair value because of their short maturities.

The carrying value of the notes payable approximates fair value since the interest rates associated with the debt approximate the current market interest rates.

Revenue Recognition

Management Services for Equity Investments

The Company recognizes management services revenue for equity investments received as payment in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 505-50-05, Accounting by a Grantee for an Equity Instrument to be Received in Conjunction with Providing Goods or Services. The Company enters into a management service agreement with a portfolio company to provide services defined in a contract for equity instruments in the form of the portfolio company’s common stock or warrants to purchase common stock. The fair value of the common stock is the portfolio company’s current fair market value and the fair value of the warrant is determined using the Black-Scholes method of valuation. The fair value of the equity instruments is also the Company’s cost basis in the portfolio company’s securities and the income that is recognized for management services. The Company recognizes management services revenue for which payment is to be received in cash as services are provided and in accordance with the revenue recognition criteria of the Securities and Exchange Commission. If persuasive evidence of an arrangement exists, the price is fixed or determinable and collectability is reasonably assured, revenue is deferred and recognized evenly as services are provided over the life of the contract unless otherwise stated in the contract.

All revenue for the Company in the amount of $20,000 for the year ended April 30, 2015 and $25,000 for the year ended April 30, 2014 was recorded as management services.

F-10

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MAJOR LEAGUE FOOTBALL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED APRIL 30, 2015 AND 2014

NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock Based Compensation

The Company accounts for stock based compensation in accordance with FASB ASC 718, Compensation – Share Based Compensation. This statement requires the recognition of compensation expense measured at fair value when the Company obtains employee services in stock-based payment transactions. For stock based compensation to non-employees, the Company follows the measurement and recognition criteria of ASC 505-50, Equity Payments to Non-Employees.

Income Taxes

We account for income taxes in accordance with FASB ASC 740 — Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, we consider tax regulations of the jurisdictions in which we operate, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of FASB ASC 740 — Income Taxes.

FASB ASC 740 requires that we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Tax penalties and interest are included in other income (expense) in the statement of operations and comprehensive loss.

Net Loss per Share of Common Stock

Basic net loss per common share (Basic EPS) excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding or issuable during the period. Diluted net loss per share (Diluted EPS) reflects the potential dilution that could occur if stock options or other contracts to issue common stock, such as warrants or convertible notes, were exercised or converted into common stock. Common stock equivalents were not utilized to compute diluted loss per share as their effect would have been anti-dilutive for the year ended April 30, 2015 and 2014, respectively. Therefore, diluted EPS equals basic EPS.

At April 30, 2015, there were outstanding stock options to purchase 8,740,000 shares and 850,000 stock warrants to purchase shares respectively of the Company's common stock which may dilute future earnings per share.

F-11

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MAJOR LEAGUE FOOTBALL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED APRIL 30, 2015 AND 2014

NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently Issued Pronouncements

In August 2014, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update 2014-15, "Presentation of Financial Statements - Going Concern (Subtopic 205-40); Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern". This update requires management of the Company to evaluate whether there is substantial doubt about the Company's ability to continue as a going concern. This update is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company does not expect this standard to have an impact on the Company's financial statements upon adoption.

The Company has evaluated other recent accounting pronouncements and their adoption has not had and is not expected to have, a material impact on the Company's financial position or results of operations. Additionally, other new pronouncements issued but not yet effective until after April 30, 2015 are not expected to have a significant effect on the Company's financial position or results of operations.

NOTE 2 – BUSINESS RISKS AND UNCERTAINTIES

Effective July 14, 2014, the Company entered a new a new business structure and business plan as MLFB.

The likelihood of our success must be considered in light of the risks frequently encountered by early stage companies. These risks include our potential inability to:

·

Establish MLFB as a viable sports league;

·

Establish product sales and marketing capabilities;

·

Establish and maintain markets for our league and potential products;

·

Identify, attract, retain and motivate qualified personnel; and

·

Maintain our reputation and build trust with fans.

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

Our Company intends on financing its future development activities and its working capital needs largely from the sale of debt and equity securities, until such time that funds provided by operations, if ever, are sufficient to fund working capital requirements.

NOTE 3 – INVESTMENTS

As described in Note 1, the Company adopted ASC 820-10 on May 1, 2008. ASC 820-10, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820-10 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

F-12

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MAJOR LEAGUE FOOTBALL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED APRIL 30, 2015 AND 2014

NOTE 3 – INVESTMENTS (CONTINUED)

Level 1 - Observable inputs such as quoted prices in active markets;

Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

At April 30, 2015, we had no financial assets to be categorized in the fair value hierarchy for ASC 820-10.

Available-for-sale marketable equity securities consisted of the following at April 30, 2014:

		April 30, 2014
						Gains in				Losses in
						Accumulated				Accumulated
						Other				Other				Estimated
		Amortized				Comprehensive				Comprehensive				Fair
		Cost				Loss				Loss				Value
Current:
Common stock		$	—			$	105,931			$	(85,625	)		$	20,306
Total current securities		$	—			$	105,931			$	(85,625	)		$	20,306
Total available-for-sale equity securities		$	—			$	105,931			$	(85,625	)		$	20,306

For the year ended April 30, 2015 and 2014, proceeds from the sales of available-for-sale marketable equity securities were $21,894 and $160,962. For the year ended April 30, 2015, gross realized gains were $21,894 and for the year ended April 30, 2014, gross realized losses were $9,035. At April 30, 2015, there is no net unrealized holding gain or loss on available-for-sale marketable equity securities as compared to a $20,306 net unrealized holding gain on available-for-sale marketable equity securities at April 30, 2014. For purpose of determining gross realized gains and losses, the cost of securities sold is based on average cost. For the year ended April 30, 2015 and 2014, the Company recognized zero and $23,500 for the impairment of non-marketable equity securities, respectively.

NOTE 4 – DEBT

Convertible notes and notes payable consists of the following:

		April 30,
		2015				2014
Convertible unsecured promissory notes
Unsecured convertible promissory notes payable – Interest accrued at 4% and principal and interest due 9 months from the issuance date.		$	463,560			$	—
Total Convertible unsecured notes		$	463,560			$	—

F-13

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MAJOR LEAGUE FOOTBALL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED APRIL 30, 2015 AND 2014

NOTE 4 – DEBT (CONTINUED)

		April 30,
		2015				2014
Notes payable
Promissory notes payable – Principal due and payable on demand.		$	—			$	8,000
Promissory note payable. - Interest accrued at 8.0% beginning on October 19, 2009. Principal and interest was payable on demand. Effective July 14, 2014, the principal and interest were exchanged for common stock as described below.			—				50,000
Promissory note payable - Interest accrued at 5% per annum. Effective July 14, 2014, the principal and interest were exchanged for common stock as described below.			—				10,000
Total Notes payable		$	—			$	68,000
Notes payable, related party
Notes payable, related party. Interest accrued at 8.0% beginning on November 1, 2008. Effective July 14, 2014, the principal and interest were exchanged for common stock as described below.		$	—			$	133,294
Notes payable, related party. Six (6) separate loans beginning on February 11, 2015 and last loan on April 1, 2015. No interest and principal payable on demand.		$	14,000			$	—
Total Notes payable, related party		$	14,000			$	133,294

In July 2014, the Company commenced an offering of up to $3,000,000 of convertible unsecured promissory notes to provide working capital for the Company. The terms include a four percent (4%) per annum interest rate, payable in full with interest nine (9) months from the issuance date, convertible into common stock of the Company at a 30% discounted rate to the offering price of an anticipated future private offering of common stock of the Company for 30 days after the Company delivers the offering documents to the lender and a one (1) year warrant to purchase up to 35% of the number of shares obtained upon conversion of the note as described above. Due to the contingency on the conversion, any accounting for conversion terms cannot be measured or recognized until the future offering occurs.

On February 24, 2015 and amended May 29, 2015, the Company provided additional conversion provisions to the holders of the convertible unsecured promissory notes at 4% discussed above. The additional provisions provide the holders of the notes (i) the right to convert the principal, along with all interest thereon, into shares of the registrant’s common stock at the conversion price of $0.30 per share, and (ii) a one (1) year warrant to purchase up to 100% of the number of shares obtained upon conversion of the note at the exercise price of $1.00 per share. At April 30, 2015, no holders of the convertible unsecured promissory notes had elected to convert into common stock.

During the year ended April 30, 2015, the Company had received $463,560 of gross proceeds from this private placement offering. At April 30, 2015, the Company had recorded $10,620 of accrued interest related to the convertible unsecured promissory notes. See Note 10 – Subsequent Events.

F-14

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MAJOR LEAGUE FOOTBALL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED APRIL 30, 2015 AND 2014

NOTE 4 – DEBT (CONTINUED)

Effective July 14, 2014, the Company granted 1,987,872 shares of its common stock based on the settlement of $331,553 in debt (principal and accrued interest). The shares of common stock were valued at $0.05 per share, the quoted market price on the date of grant and resulted in a gain on the settlement of debt in the amount of $232,159. 1,457,874 shares of common stock were granted to a related party and as a result, $170,086 was charged to additional paid in capital instead of a gain on the settlement of debt. The remaining gain in the amount of $62,073 was recorded in Other Income (Expense) in the statement of operations.

From February to April 2015, an officer of the Company provided $14,000 of funds for working capital requirements. There is no formal agreement and no interest is being accrued by the Company with the principal due on demand. At April 30, 2015, the Company has recorded the $14,000 as Notes Payable – Related Parties in the accompanying financial statements. See Note 8 – Related Party Transactions and Note 10 – Subsequent Events.

NOTE 5 – INCOME TAXES

The Company utilizes the assets and liability method of accounting for income taxes in accordance with ASC 740-10 and ASC 740-30, Accounting for Income Taxes.

Under the provisions of ASC 740-10, Accounting for Income Taxes, the unrecognized tax provisions consisting of interest and penalties at April 30, 2015 was $0. There was no change in unrecognized tax provisions during the year ending April 30, 2015 and the accrual at April 30, 2015 amounted to $0. The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense. Tax years from 2005 (initial tax year) through 2014 remain subject to examination by major tax jurisdictions.

The income tax benefit for the years ending April 30, 2015 and 2014 have been included in the accompanying financial statements on the basis of an estimated annual federal and state of Delaware effective rate of 34.0% and 8.7%, respectively, resulting in a blended effective rate of 39.75%. The Company’s income tax benefit differs from the “expected” income tax benefit for federal income tax purposes as follows:

		For the Year Ended April 30,
		2015				2014
Income tax benefit at U.S. Federal Income Tax rate		$	1,261,000			$	226,000
State income taxes, net of federal benefit			216,000				15,000
Realized gains (losses)			8,000				(12,000	)
Change in valuation allowance			(1,485,000	)			(229,000	)
Net Income tax (provision) benefit		$	—			$	—

F-15

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MAJOR LEAGUE FOOTBALL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED APRIL 30, 2015 AND 2014

NOTE 5 – INCOME TAXES (CONTINIUED)

The components of deferred tax assets (liabilities) are as follows:

		April 30,
		2015				2014
Deferred tax assets:
Deferred charges		$	23,000			$	34,000
Net operating loss carry forward			1,525,000				347,000
Capital loss carry forward			774,000				754,000
Stock-based compensation			1,676,000				1,365,000
Bad debt			218,000				218,000
Adjustment for change in accumulated other comprehensive income			365,000				378,000
Total gross deferred tax assets		$	4,581,000			$	3,096,000
Less: deferred tax asset valuation allowance			(4,304,500	)			(2,819,500	)
Total net deferred tax assets			276,500				276,500
Deferred tax liabilities:
Amortization of deferred revenue from warrants		$	(276,000	)		$	(276,000	)
Other			(500	)			(500	)
Total net deferred tax liabilities		$	(276,500	)		$	(276,500	)
Total net deferred taxes		$	—			$	—

In assessing the recoverability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The valuation allowance has been increased by $1,485,000 for the year ended April 30, 2015. Net operating loss carry-forwards aggregate approximately $3,838,000 and capital loss carry-forwards aggregate approximately $1,947,000 and expire in years through 2035. The Company’s net operating loss carry forwards may be subject to annual limitations, which could eliminate, reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. The Company’s federal tax returns for 2005 and beyond remain subject to examination by the IRS because the Company has not filed the tax returns for these years.

The Company owes the IRS and the State of Delaware for penalties and interest from the tax year ending April 30, 2007 of approximately $247,000. The Company also owes the State of Delaware $110,154 in state income taxes from a prior year. The interest and penalties are included as accrued expenses in the accompanying financial statements at April 30, 2015. The Company has agreements with both agencies to pay a minimum per month on the interest and penalties to avoid any collections or additional liens.

F-16

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MAJOR LEAGUE FOOTBALL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED APRIL 30, 2015 AND 2014

NOTE 6 – STOCK BASED COMPENSATION

Stock Options

In May 8, 2006, the Company approved the 2006 Equity Incentive Plan ("2006 Plan") for the benefit of our directors, officers, employees and consultants, and which reserved 400,000 shares of our common stock for such persons pursuant to the 2006 Plan. The 2006 Plan has a term of 10 years and no option shall be exercisable more than 10 years after the date of grant, or such lesser period of time as is set forth in the award agreement. If for any reason other than death or disability, an Optionee of the 2006 Plan who at time of the grant of an Option under the 2006 Plan was an employee ceases to be an employee (such event being called a "Termination"), options held at the date of Termination (to the extent then exercisable) may be exercised in whole or in part at any time within three months of the date of such Termination; provided, however, that if such exercise of the option would result in liability for the optionee under Section 16(b) of the Securities Exchange Act of 1934, then such three-month period automatically shall be extended until the tenth day following the last date upon which optionee has any liability under Section 16(b) (but in no event after the expiration date of such Option). There are 40,000 options outstanding under this plan at April 30, 2015 (see table below).

On July 14, 2014, the Company's board of directors approved the 2014 Employee Stock Plan ("2014 Plan") and authorized 10,000,000 shares of its common stock that shall be set aside and reserved for issuance pursuant to the 2014 Plan, subject to adjustments as may be required in accordance with the terms of the 2014 Plan. The 2014 Plan was subsequently approved by the Company's stockholders on November 11, 2014. The 2014 Plan has a term of 10 years and no option shall be exercisable more than 10 years after the date of grant, or such lesser period of time as is set forth in the award agreement. If for any reason other than death or disability, an optionee of the 2014 Plan who at time of the grant of an option under the 2014 Plan was an employee ceases to be an employee (such event being called a "Termination"), options held at the date of Termination (to the extent then exercisable) may be exercised in whole or in part at any time within three months of the date of such Termination; provided, however, that if such exercise of the option would result in liability for the optionee under Section 16(b) of the Securities Exchange Act of 1934, then such three-month period automatically shall be extended until the tenth day following the last date upon which optionee has any liability under Section 16(b) (but in no event after the expiration date of such option).

Effective July 14, 2014, the Company granted 4,150,000 stock options to purchase common stock to consultants pursuant to the 2014 Plan and shall vest pursuant to the vesting provision contained in each of the stock option agreements. The exercise price of the stock options is $0.05 per share.

Of the 4,150,000 stock options, 1,100,000 vested immediately on the grant date of July 14, 2014 and the remaining 3,050,000 vest over a period of three to four years based upon the specific consulting agreements. The Company valued the stock options in accordance with ASC 505, Stock Compensation – Non Employees, by using the Black Scholes Pricing Model.

The 1,100,000 stock options that vested immediately on the grant date of July 14, 2014 were valued at $55,000 and expensed to consulting expense. In January 2015, 300,000 of the vested stock options were exercised leaving a balance of 800,000 unexercised vested stock options at April 30, 2015.

The remaining 3,050,000 unvested stock options are being re-measured by the Company each reporting period and the resulting fair value is used to determine the new remaining consulting expense to be recorded over the vesting period of three to four years. Effective in December 2014, 1,050,000 of the unvested stock options were canceled due to the termination of the underlying consulting agreements. As a result the consulting expense for the remaining 2,000,000 unvested stock options was $157,942 for the period from July 14, 2014 to April 30, 2015.

F-17

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MAJOR LEAGUE FOOTBALL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED APRIL 30, 2015 AND 2014

NOTE 6 – STOCK BASED COMPENSATION (CONTINUED)

The Company used the following assumptions in the calculation:

Stock Price (re-measurement date of April 30, 2015)		$	0.27
Exercise Price		$	0.05
Expected Remaining Term		9.21 years
Volatility			436	%
Annual Rate of Quarterly Dividends			0.00	%
Risk Free Interest Rate			0.11	%

On February 24, 2015, pursuant to the terms of the 2014 Employee Stock Plan the Company issued to its employees, options to purchase up to 2,900,000 shares of common stock at an exercise price of $0.30 per share. The options vest over a period of 4 years, with 580,000 options vesting immediately. All of these options expire on February 23, 2025. In addition, on February 24, 2015, the Company granted Jerome Vainisi, the Company’s expected Chief Executive Officer, an option to purchase up to 3,000,000 shares of common stock at an exercise price of $0.30 per share. This options vest over a two year period, with 250,000 options vesting immediately and the remaining 2,750,000 options vesting in eight equal quarterly installments of 343,750 options. It is anticipated that Mr. Vainisi will commence serving as the Company’s Chief Executive Officer in the near future upon the finalization of his employment agreement.

As a result, a total of 5,900,000 stock options were granted on February 24, 2015. Of the 5,900,000 stock options, 830,000 vested immediately on the grant date of February 24, 2015 and the remaining 5,070,000 would vest over a period of two to four years based upon the specific agreement. The Company valued the stock options in accordance with ASC 718, Stock Compensation, using the Black Scholes Pricing Model to estimate fair value. The Company used the 'simplified method' for estimating the ‘remaining expected contractual term' because it does not have sufficient information to make more accurate estimates of the remaining expected term or employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies).

The 830,000 stock options that vested immediately on the grant date were valued at $390,100 and recorded to stock based compensation expense.

The remaining 5,070,000 unvested stock options had a fair value of $2,382,900 on the grant date and will be amortized ratably over the vesting periods. For the period from February 24, 2015 to April 30, 2015, the Company recorded $157,820 in stock based compensation expense.

The Company used the following assumptions in the calculation:

Stock Price (grant date)		$	0.47
Exercise Price		$	0.30
Expected Remaining Term		5 years
Volatility			246	%
Annual Rate of Quarterly Dividends			0.00	%
Risk Free Interest Rate			0.11	%

F-18

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MAJOR LEAGUE FOOTBALL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED APRIL 30, 2015 AND 2014

NOTE 6 – STOCK BASED COMPENSATION (CONTINUED)

The following tables summarize all employee and consultant stock option activity of the Company since April 30, 2014:

		Employee and Consultant Stock Options Outstanding
										Weighted
						Weighted				Average
						Average				Remaining				Aggregate
		Number of				Exercise				Contractual				Intrinsic
		Shares				Price				Life (Years)				Value
Outstanding, April 30, 2014 – all related to 2006 Plan			40,000			$	1.00				4.82			$	—
Issued July 14, 2014 under 2014 Plan			4,150,000			$	0.05				9.40			$	616,000
Issued February 24, 2015 under 2014 Plan			5,900,000			$	0.30				9.83			$	—
Exercised under 2014 Plan			(300,000	)		$	0.05				—			$	—
Canceled under 2014 Plan			(1,050,000	)		$	0.05				—			$	—
Outstanding, April 30, 2015			8,740,000			$	0.06				9.60			$	616,000

Stock Warrants

Effective July 14, 2014, the Company granted 2,000,000 warrants to purchase common stock, exercisable at $0.01 per share, to a consultant for services to be provided over a one year period. The warrant vested immediately and have an exercise period of one year. The Company valued the stock warrant in accordance with ASC 505-50, Equity Based Payments to Non-Employees, using the Black Scholes Pricing Model to determine the fair value. The fair value for these stock warrants was $81,624, which was being amortized to consulting expense over the term of the agreement.

The Company used the following assumptions in the calculation:

Stock Price (grant date)		$	0.05
Exercise Price		$	0.01
Expected Remaining Term		0.5 year
Volatility			161	%
Annual Rate of Quarterly Dividends			0.00	%
Risk Free Interest Rate			0.11	%

On January 1, 2015 the Company executed a rescission agreement with the Consultant terminating the consulting agreement and canceling the warrant issuance, effective retroactively to July 14, 2014. Therefore, the Company has reversed $24,376 of consulting expense related to this agreement.

On February 24, 2015, the Company issued to certain of its consultants and professional service providers warrants to purchase up to 1,550,000 shares of common stock at an exercise price equal to $0.01 per share. The warrants vested immediately and expire on February 23, 2020.

The Company evaluated the stock warrants in accordance with ASC 505-50, Stock Compensation – Equity Based Payments to Non-Employees, and utilized the Black Scholes method to determine valuation. As a result of our analysis, the total value for the stock warrant issuance on the grant date of February 24, 2015 was $724,629 and the Company recorded this as consulting expense.

F-19

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MAJOR LEAGUE FOOTBALL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED APRIL 30, 2015 AND 2014

NOTE 6 – STOCK BASED COMPENSATION (CONTINUED)

In March and April 2015, 700,000 of the 1,550,000 warrants that were issued were exercised resulting in 850,000 warrants outstanding at April 30, 2015.

The Company used the following assumptions in the calculation:

Stock Price (grant date)		$	0.47
Exercise Price		$	0.01
Expected Remaining Term		5 years
Volatility			246	%
Annual Rate of Quarterly Dividends			0.00	%
Risk Free Interest Rate			0.11	%

The following tables summarize all consultant stock warrant activity of the Company since April 30, 2014:

		Consultant Stock Warrants Outstanding
										Weighted
						Weighted				Average
						Average				Remaining				Aggregate
		Number of				Exercise				Contractual				Intrinsic
		Shares				Price				Life (Years)				Value
Outstanding, April 30, 2014			—			$	—				—			$	—
Issued July 14, 2014			2,000,000			$	0.01				—				—
Issued February 24, 2015			1,550,000			$	0.01				4.82			$	221,000
Canceled January 1, 2015			(2,000,000	)		$	0.01				—				—
Exercised March 13 and April 23, 2015			(700,000	)		$	0.01				—				—
Outstanding April 30, 2015			850,000			$	0.01				4.82			$	221,000

NOTE 7 – CAPITAL SHARE TRANSACTIONS

Capital Structure

The Company is authorized to issue up to 150,000,000 shares of common stock at $0.001 par value per share. As of April 30, 2015, 33,450,009 shares were issued and outstanding. Additionally, there are 7,000,000 shares of unvested common stock to be issued to employees over the vesting period of four years through July 14, 2018. The 7,000,000 unvested shares of common stock are considered legally issued and outstanding as they have all rights of ownership, other than the right to receive dividends, and in the case of 2,000,000 of the shares, the right to vote.

Common Stock Issued

On July 14, 2014 the Company entered into and closed a definitive Asset Purchase Agreement with MLFB and pursuant to the terms of the Asset Purchase Agreement, the Company issued MLFB 8,000,000 shares of its common stock in exchange for the assets of MLFB, primarily comprised of business plans and related proprietary documents, trademarks and other related intellectual property pertaining to the development of the league. The 8,000,000 shares were valued at $0.05 per share, the quoted market price on the acquisition date for a total value of $400,000. Since there was no tangible future cash flows for the acquired tangible and intangible assets of MLFB, the $400,000 amount was expensed by the Company and recorded as an asset purchase expense in the statement of operations.

F-20

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MAJOR LEAGUE FOOTBALL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED APRIL 30, 2015 AND 2014

NOTE 7 – CAPITAL SHARE TRANSACTIONS (CONTINUED)

On July 14, 2014, the Company granted 19,000,000 shares of its common stock to the new MLFB management team. Of the 19,000,000 shares, 12,000,000 vested immediately and the remaining 7,000,000 vest in equal annual installments over a 4 year employment period commencing July 2015. The 12,000,000 vested shares of common stock were valued at $0.05 per share, the quoted market price on the date of grant and resulted in $600,000 of stock based compensation expense in the statement of operations. The remaining 7,000,000 shares valued at $0.05 per share or $350,000 are being amortized to compensation expense over the vesting period.

On July 14, 2014, the Company granted 2,649,642 shares of its common stock for prior professional and employee services provided to the Company. The shares of common stock were granted at a contractually agreed value of $0.01 per share and were vested immediately. The shares of common stock were valued for accounting purposes at $0.05 per share, the quoted market price on the date of grant and resulted in $132,482 of stock based compensation expense as all of the shares were vested on the date of grant. The 2,649,642 shares issued included 100,000 shares to Stradley, Ronon Stevens & Young, LLP ("Stradley"), a law firm that has a judgment against the Company in the amount of $166,129. The Company is in discussion with the law firm to resolve the Judgment and anticipates a resolution in the near future. (See Note 9 – Commitments and Contingencies).

On July 14, 2014, the Company granted 1,987,872 shares of its common stock in settlement of $331,553 in debt, including principal and accrued interest. The shares of common stock were valued at $0.05 per share, the quoted market price on the date of grant and resulted in a gain on the settlement of debt in the amount of $232,159. The 1,987,872 shares of common stock included 1,457,874 shares granted to a related party and as a result, $170,086 of the gain was charged to additional paid in capital. The remaining gain, in the amount of $62,073, was recorded as a gain on the settlement of debt in the statement of operations.

On July 14, 2014, the Company granted 1,000,000 shares of its common stock pursuant to the 2014 Employee Stock Plan. The shares of common stock were valued at $0.05 per share, the quoted market price on the date of grant and were vested immediately. Accordingly, the Company recorded $50,000 of compensation expense in the statement of operations.

Effective November 28, 2014, the Company engaged an investor relations firm as a consultant to provide services related to shareholder information and public relations. The term of the agreement is for six (6) months. As compensation for the services, the Company issued the consultant 250,000 shares of common stock and will pay the consultant a monthly cash fee of $2,500. The Company valued the stock based upon the quoted market price of $0.90 on the date of grant, or $225,000. The $225,000 is being amortized to consulting expense over the 6 month term of the consulting agreement. During the year ended April 30, 2015, the Company recorded $187,500 of consulting expense. The remaining unamortized amount of $37,500 is recorded as prepaid consulting in the accompanying financial statements at April 30, 2015.

Effective January 28, 2015, a consultant with vested stock options granted under the 2014 Plan exercised 300,000 stock options at $0.05 per share or $15,000 to the Company.

Effective March 13, 2015 and April 23, 2015, two consultants with vested stock warrants exercised 700,000 stock warrants at $7,000 to the Company.

Effective March 23, 2015, the Company engaged a consultant to provide services primarily related to strategic planning, business development and strategic advisory services. The term of the agreement is two (2) years and as compensation for the agreement, the Company issued the consultant 500,000 shares of common stock. The Company valued the stock based upon the quoted market price of $0.30 on the date of grant, or $150,000. The $150,000 is being amortized to consulting expense over the two year term of the consulting agreement. During the year ended April 30, 2015, the Company recorded $8,014 of consulting expense. The remaining unamortized amount of $141,986 is recorded as 1) $75,000 of prepaid consulting – current and 2) $66,986 of prepaid consulting – non-current in the accompanying financial statements at April 30, 2015.

F-21

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MAJOR LEAGUE FOOTBALL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED APRIL 30, 2015 AND 2014

NOTE 8 – RELATED PARTY TRANSACTIONS

On July 14, 2014, the Company granted 1,457,874 shares of its common stock in exchange for canceling $242,980 in debt, including principal and accrued interest. The shares of common stock were valued at $0.05 per share, the quoted market price on the date of grant and resulted in a gain on the settlement of debt in the amount of $170,086 and this amount was charged to additional paid in capital in the accompanying financial statements.

During the year ended April 30, 2015, the Company recorded $245,000 of compensation for its management in accordance with executed management service agreements. At April 30, 2015, $240,000 of this amount was unpaid and is recorded as accounts payable – related parties in the accompanying financial statements.

From February to April 2015, an officer of the Company provided $14,000 of funds for working capital requirements. There is no formal agreement and no interest is being accrued by the Company with the principal due on demand. At April 30, 2015, the Company has recorded the $14,000 as Notes Payable – Related Parties in the accompanying financial statements. See Note 4- Debt.

During August 2014 to December 2014, the Company paid Sully Executive Services, a company owned and operated by an officer of the Company, a total of $71,000 for website design, branding and other related services.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Stradley Ronon Stevens & Young, LLP

On May 9, 2009, Stradley filed a lawsuit against the Company in the U.S. District Court for the District of Delaware for failure of the Company to pay legal fees owed in the amount of $166,129. On April 2, 2009, in order to avoid the cost of litigation, the Company agreed to a Consent of Judgment against it in the amount of $166,129 and the Company has recorded this amount as accounts payable as of July 31, 2013. In addition to the previously issued 80,000 shares of common stock, on July 14, 2014, the Company issued 100,000 shares of common stock to Stradley and is in discussion with the law firm to resolve the Judgment and anticipates a resolution in the near future. (See Note 6 – Capital Share Transactions).

Unpaid Taxes and Penalties

At April 30, 2015, the Company owed the State of Delaware $110,154 for unpaid state income taxes from the tax year ended April 30, 2007. The unpaid state income taxes are included as state income taxes payable in accompanying financial statements. Additionally, the Company owes the IRS and the State of Delaware for penalties and interest from the tax year ending April 30, 2007 of approximately $247,000. The interest and penalties are included as accrued expenses in the accompanying financial statements at April 30, 2015. The Company has agreements with both agencies to pay a minimum per month to avoid any collections or additional liens.

Effective November 24, 2014, the Company engaged an investment banking firm as a consultant relating to assisting with the financial requirements to implement the Company's new business strategy and business plan. Upon the execution of the agreement, the Company paid the consultant a $25,000 cash retainer and will be offset against any other fees paid under the agreement. The agreement includes a cash fee payment to the consultant equal to eight percent (8%) for any equity financing received by the Company and a warrant to purchase the Company's common stock equal to eight percent (8%) of any equity or debt securities issued by the Company. The warrant will have an exercise price equal to the same price as the securities that were issued, have an exercise period of five (5) years and have a cashless or net exercise option. The term of the agreement is twelve (12) months. In March 2015, the agreement was cancelled and no cash proceeds from any equity financing were obtained by the Company and therefore no warrants were issuable to the consultant.

F-22

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MAJOR LEAGUE FOOTBALL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED APRIL 30, 2015 AND 2014

NOTE 10 – SUBSEQUENT EVENTS

Through the date of these financial statements, the Company received an additional $18,000 of gross proceeds from the issuance of convertible unsecured promissory notes to third parties as discussed under Note 4 – Debt. Through the date of these financial statements, the Company has received $481,560 related to this private placement offering.

In May 2015, the Company cancelled 10,000 shares of common stock previously issued erroneously for services. As of the date of these financial statements, the Company is in the process of determining the accounting treatment for the cancellation of the common stock.

In July 2015, the Company received an additional $1,000 of proceeds from an officer of the Company an officer of the Company for working capital requirements. There is no formal agreement and no interest is being accrued by the Company with the principal due on demand. Through the date of these financial statements, the officer has advanced a total of $15,000 to the Company for working capital purposes.

In July 2015, the Company received $20,000 of proceeds as a short-term loan from an existing investor for working capital purposes.  The Company has agreed that upon the receipt of sufficient funding, the investor will be repaid $25,000 representing the $20,000 short-term loan plus a $5,000 interest fee.

NOTE 11 – COMPREHENSIVE INCOME (LOSS)

The following reflects the changes in Accumulated Other Comprehensive Income (Loss) for the years ended April 30, 2015 and 2014, respectively:

		Unrealized Gains
		and Losses on
		Available-For-Sale
		Securities
Balance at April 30, 2013		$	33,342
Other comprehensive loss before reclassifications			(13,036	)
Amounts reclassified from accumulated other comprehensive income			—
Net current period other comprehensive loss			(13,036	)
Balance at April 30, 2014		$	20,306
Other comprehensive loss before reclassifications			—
Amounts reclassified from accumulated other comprehensive income			(20,306	)
Net current period other comprehensive loss		$	(20,306	)
Balance at April 30, 2015		$	—

F-23