UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~January~~July 31, 2022

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

For the transition period from ______ to _______

Commission File Number: 000-51132

Major League Football, Inc.

(Exact name of registrant as specified in its charter)

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

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

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

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

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

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

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

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

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

Class		Outstanding as of ~~March~~September 1714, 2022
Common Stock, $0.001 par value per share		~~484~~750,~~246~~591,~~472~~992

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	9
Item 4.	Controls and Procedures	9
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	11
Item 1A.	Risk Factors	11
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3.	Defaults Upon Senior Securities	12
Item 4.	Mine Safety Disclosures	12
Item 5.	Other Information	12
Item 6.	Exhibits	12

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

MAJOR LEAGUE FOOTBALL, INC.

FINANCIAL STATEMENTS

~~January~~July 31, 2022

(UNAUDITED)

CONTENTS

		PAGE

BALANCE SHEETS		F-2

STATEMENTS OF OPERATIONS (Unaudited)		F-3

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

STATEMENTS OF CASH FLOWS (Unaudited)		F-6

CONDENSED NOTES TO FINANCIAL STATEMENTS (Unaudited)		F-8

F-1

Table of Contents

MAJOR LEAGUE FOOTBALL, INC.

BALANCE SHEETS

	January 31, 2022			April 30, 2021
	July 31, 2022			April 30, 2022
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	184,~~278~~851		$	19673,~~778~~181
Prepaid legal		2,500			-
Accounts receivable		-			3,802
Prepaid consulting - related party		52,500			52,500
Insurance deposits		101,366			-
TOTAL CURRENT ASSETS		73,278			72,278
Prepaid fees		-			668
Prepaid consulting - related party		-			52,500
TOTAL CURRENT ASSETS		106,217			730,151
PROPERTY AND EQUIPMENT
Football equipment		46,223			46,223
Football and office equipment, net of accumulated depreciation of $25,154 and $0		569,247			518,133
Office equipment		11,000			11,000
TOTAL PROPERTY AND EQUIPMENT		569,247			518,133
TOTAL PROPERTY AND EQUIPMENT		57,223			57,223
OTHER ASSETS
Trademarks		2,500			2,~~000~~500
Security deposits		116,607			116,607
TOTAL OTHER ASSETS		149,107			139,~~607~~107
TOTAL ASSETS	$	~~144~~684,~~608~~571		$	~~143~~1,~~108~~257,391
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	12,~~677~~984,~~126~~412		$	1,~~641~~740,~~838~~655
Accounts payable - related parties		~~207~~208,~~650~~297			~~177~~210,868
Accrued former officer compensation		740,000			740,000
Bank overdraft		710			-
Accrued expenses		357,044			338,251
Accrued former officer compensation and payroll taxes		777,111			777,111
Accrued expenses		303,697			367,756
Accrued payroll		128,000			25,726
Subscription payable		40,000			-
Deferred revenue		-			3,802
State income taxes payable		110,154			110,154
Convertible unsecured promissory notes, net of $31,917 and $54,942 debt discounts and premiums		280,880			351,595
Convertible unsecured promissory notes, net of $103,296 and $32,129 debt discounts and premiums		482,279			269,112
Convertible secured promissory notes, net of $153,314 and $53,333 debt discounts and put premiums		178,488			133,333
Convertible secured promissory notes, net of $588,185 and $462,468 debt discounts and put premiums		685,361			429,385
Conversion option liability		~~422~~176,~~392~~295			~~208~~197,~~503~~508
Notes payable		387,300			332,300
Notes payable, net of $67,078 and $0 debt discounts		485,222			357,300
Notes payable, related party		55,000			55,000
Accrued former officer payroll taxes		37,111			37,111
Accrued interest		401,369			361,400
Accrued interest		329,322			261,289
Accrued interest - related party		11,915			10,529
Accrued interest - related party		9,187			5,029
TOTAL CURRENT LIABILITIES		6,849,822			4,916,306
TOTAL CURRENT LIABILITIES		4,791,654			4,392,271
COMMITMENTS AND CONTINGENCIES (NOTE 8)
COMMITMENTS AND CONTINGENCIES (NOTE 7)
STOCKHOLDERS’ DEFICIT
STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value, 2,000,000,000 shares authorized;
Common stock, $0.001 par value, 950,000,000 shares authorized:
604,029,492 and 527,327,424 shares issued and 602,529,492 and 525,827,424
472,208,377 and 419,562,102 shares issued and 470,708,377 and 418,062,102
shares outstanding at July 31, 2022 and April 30, 2022, respectively		602,529			525,827
shares outstanding at January 31, 2022 and April 30, 2021, respectively		470,708			418,062
Common stock issuable; 24,600,000 and 0 shares at July 31, 2022 and April 30, 2022, respectively		24,600			-
Common stock issuable; 0 and 40,000 shares at January 31, 2022 and April 30, 2021, respectively		-			40
Additional paid-in capital		29,011,616			26,477,739
Additional paid-in capital		25,100,656			24,325,517
Accumulated deficit		(35,803,996	)		(30,662,481	)
Accumulated deficit		(30,218,410	)		(28,992,782	)
TOTAL STOCKHOLDERS’ DEFICIT		(6,165,251	)		(3,658,915	)
TOTAL STOCKHOLDERS' DEFICIT		(4,647,046	)		(4,249,163	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	684,571		$	1,257,391
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	144,608		$	143,108

See accompanying condensed notes to these unaudited financial statements.

F-2

Table of Contents

MAJOR LEAGUE FOOTBALL, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended						~~For the Nine Months Ended~~
	January 31, 2022			January 31, 2021			January 31, 2022			January 31, 2021
	July 31, 2022			July 31, 2021
Operating Expenses
Revenue
Professional fees	$	68,448		$	53,724		$	207,739		$	191,904
Online store sales	$	8,677		$	-
General and administrative		35,702			27,783			412,913			85,986
Total Revenue		8,677			-
Total Operating Expenses		104,150			81,507			620,652			277,890
Cost of Revenue
Operating Loss		(104,150	)		(81,507	)		(620,652	)		(277,890	)
Online store costs		7,365			-
Other Income (Expense)
Total Cost of Revenue		7,365			-
Tax penalties and interest		(5,766	)		(5,431	)		(17,044	)		(16,103	)
Gross Margin		1,312			-
Interest expense		(162,370	)		(30,543	)		(317,293	)		(96,330	)
Operating Expenses
Settlement expense		-			-			(55,000	)		-
Professional fees		145,383			83,906
Other expense		-			-			-			(3,750	)
Football camp expense		2,261,389			-
Late fee expense		-			-			(1,750	)		-
Compensation expense		846,068			-
Loss from change in fair value of conversion option liability		(209,353	)		(3,010,365	)		(213,889	)		(2,630,554	)
Write off of prepaid investor relations		52,500			-
Total Other Income (Expense), net		(377,489	)		(3,046,339	)		(604,976	)		(2,746,737	)
Rent expense		28,658			-
Net Loss	$	(481,639	)	$	(3,127,846	)	$	(1,225,628	)	$	(3,024,627	)
Depreciation expense		25,154			-
Basic and Diluted Net Loss Per Share	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.01	)
General and administrative expense		18,504			331,304
Weighted Average Shares - Basic and Diluted		464,280,438			400,520,292			445,410,759			340,115,839
Total Operating Expenses		3,377,656			415,210
Operating Loss		(3,376,344	)		(415,210	)
Other Income (Expense)
Tax penalties and interest		(5,942	)		(5,597	)
Interest expense		(478,237	)		(105,853	)
Settlement income (expense)		121,216			(55,000	)
Other expense		(3,500	)		-
Gain from change in fair value of conversion option liability		21,213			20,736
Total Other Expense, net		(345,250	)		(145,714	)
Net Loss	$	(3,721,594	)	$	(560,924	)
Basic and Diluted Net Loss Per Share	$	(0.01	)	$	(0.00	)
Weighted Average Shares - Basic and Diluted		564,947,913			424,119,493

See accompanying condensed notes to these unaudited financial statements.

F-3

Table of Contents

MAJOR LEAGUE FOOTBALL, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED ~~JANUARY~~JULY 31, 2022 AND 2021

(UNAUDITED)

					~~Additional~~					~~Total~~Additional						Total
	Common Stock				~~Paid-In~~Common Stock Issuable		~~Accumulated~~			~~Stockholders'~~Paid-In			Accumulated			Stockholders’
	Shares		Amount		~~Capital~~Shares		~~Deficit~~Amount			~~Deficit~~Capital			Deficit			Deficit
For the Three Months Ended January 31, 2022
For the Three Months Ended July 31, 2022
Balance at October 31, 2021		451,666,609	$	451,667	$	24,777,805	$	(29,736,771	)	$	(4,507,299	)
Balance at April 30, 2022		525,827,424	$	525,827		-	$	-		$	26,477,739		$	(30,662,481	)	$	(3,658,915	)
Conversion of convertible unsecured promissory notes		18,041,768		18,041		96,827		-			114,868
Sale of common stock - $0.0210 per share, net of offering costs		14,276,189		14,276		-		-			285,524			-			299,800
Conversion of convertible secured promissory note		1,000,000		1,000		6,200		-			7,200
Sale of common stock - $0.0168 per share, net of offering costs		14,880,952		14,881		-		-			235,119			-			250,000
Issuance of warrant with convertible secured promissory note		-		-		143,001		-			143,001
Conversion of convertible unsecured promissory note		4,144,927		4,145		-		-			53,055			-			57,200
Reclassification of put premium upon conversion of convertible unsecured promissory notes		-		-		72,023		-			72,023
Conversion of convertible secured promissory note		34,800,000		34,800		-		-			167,040			-			201,840
Reclassification of put premium upon conversion of convertible secured promissory note		-		-		4,800		-			4,800
Issuance of common stock for settlement		2,600,000		2,600		-		-			4,621			-			7,221
Net loss, three months ended January 31, 2022		-		-		-		(481,639	)		(481,639	)
Common stock issuable for settlement		-		-		1,000,000		1,000			18,300			-			19,300
Balance at January 31, 2022 (Unaudited)		470,708,377	$	470,708	$	25,100,656	$	(30,218,410	)	$	(4,647,046	)
Common stock issuable from exercise of warrants		-		-		23,600,000		23,600			(23,600	)		-			-
					Additional					Total
Issuance of common stock with convertible unsecured promissory note		5,000,000		5,000		-		-			46,807			-			51,807
	Common Stock				Paid-In		Accumulated			Stockholders'
Issuance of common stock with note payable		1,000,000		1,000		-		-			17,953			-			18,953
	Shares		Amount		Capital		Deficit			Deficit
Issuance of warrant with convertible secured promissory note		-		-		-		-			274,962			-			274,962
For the Three Months Ended January 31, 2021
Deemed dividend related to the triggering of the full ratchet anti-dilution provision of warrants at fair value		-		-		-		-			1,419,921			(1,419,921	)		-
Balance at October 31, 2020		387,208,770	$	387,209	$	24,283,810	$	(28,704,182	)	$	(4,033,163	)
Reclassification of put premium upon conversion of convertible secured promissory note		-		-		-		-			29,615			-			29,615
Issuance of common stock - $0.002 per share		15,000,000		15,000		15,000		-			30,000
Reclassification of put premium upon conversion of convertible unsecured promissory notes		-		-		-		-			4,560			-			4,560
Issuance of common stock - $0.025 per share		80,000		80		1,920		-			2,000
Net loss, three months ended July 31, 2022		-		-		-		-			-			(3,721,594	)		(3,721,594	)
Conversion of accrued interest on convertible secured promissory note		15,000,000		15,000		13,500		-			28,500
Balance at July 31, 2022		602,529,492	$	602,529		24,600,000	$	24,600		$	29,011,616		$	(35,803,996	)	$	(6,165,251	)
Net loss, three months ended January 31, 2021		-		-		-		(3,127,846	)		(3,127,846	)
Balance at January 31, 2021 (Unaudited)		417,288,770	$	417,289	$	24,314,230	$	(31,832,028	)	$	(7,100,509	)

See accompanying condensed notes to these unaudited financial statements.

F-4

Table of Contents

MAJOR LEAGUE FOOTBALL, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT ~~(Continued)~~

FOR THE ~~NINE~~THREE MONTHS ENDED ~~JANUARY~~JULY 31, 2022 AND 2021

(UNAUDITED)

	Common Stock				Common Stock Issuable						Additional Paid-In		Accumulated			Total Stockholders’
											Additional					Total
	Common Stock				Common Stock Issuable						Paid-In		Accumulated			Stockholders’
	Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
For the Nine Months Ended January 31, 2022
For the Three Months Ended July 31, 2021
Balance at April 30, 2021		418,062,102	$	418,062		40,000		$	40		$	24,325,517	$	(28,992,782	)	$	(4,249,163	)
Issuance of common stock that was previously issuable		40,000		40		(40,000	)		(40	)		-		-			-
Issuance of common stock to consultants for services		15,300,000		15,300		-			-			175,950		-			191,250
Issuance of common stock to consultants for services - $0.0125 per share		15,300,000		15,300		-			-			175,950		-			191,250
Issuance of warrants to consultants for services		-		-		-			-			98,781		-			98,781
Issuance of warrants to consultants for services - $0.0125 per share		-		-		-			-			98,781		-			98,781
Conversion of convertible unsecured promissory notes		33,807,304		33,807		-			-			181,861		-			215,668
Net loss, three months ended July 31, 2021		-		-								-		(560,924	)		(560,924	)
Conversion of convertible secured promissory note		3,498,971		3,499		-			-			9,699		-			13,198
Balance at July 31, 2021		433,402,102	$	433,402		-		$	-		$	24,600,248	$	(29,553,706	)	$	(4,520,056	)
Issuance of warrant with convertible secured promissory note		-		-		-			-			143,001		-			143,001
Reclassification of put premium upon conversion of convertible unsecured promissory note		-		-		-			-			161,047		-			161,047
Reclassification of put premium upon conversion of convertible secured promissory note		-		-		-			-			4,800		-			4,800
Net loss, nine months ended January 31, 2022		-		-		-			-			-		(1,225,628	)		(1,225,628	)
Balance at January 31, 2022 (Unaudited)		470,708,377	$	470,708		-		$	-		$	25,100,656	$	(30,218,410	)	$	(4,647,046	)

					Additional						Total
	Common Stock				Paid-In			Accumulated			Stockholders'
	Shares		Amount		Capital			Deficit			Deficit
For the Nine Months Ended January 31, 2021
Balance at April 30, 2020		151,859,858	$	151,860	$	24,065,032		$	(28,807,401	)	$	(4,590,509	)
Conversion of convertible secured promissory note		21,820,000		21,820		8,180			-			30,000
Reclassification of put premium upon conversion of convertible secured promissory note		-		-		12,039			-			12,039
Conversion of convertible unsecured promissory notes		199,928,912		199,929		(28,852	)		-			171,077
Reclassification of put premium upon conversion of convertible unsecured promissory note		-		-		144,816			-			144,816
Conversion of accrued interest on convertible secured promissory note		15,000,000		15,000		13,500			-			28,500
Issuance of common stock - $0.002 per share		15,000,000		15,000		15,000			-			30,000
Issuance of common stock - $0.004 per share		100,000		100		300			-			400
Issuance of common stock - $0.02 per share		12,500,000		12,500		12,500			-			25,000
Issuance of common stock - $0.025 per share		80,000		80		1,920			-			2,000
Issuance of common stock - $0.04 per share		1,000,000		1,000		39,000			-			40,000
Reduction in fair value of conversion option liability for conversion of promissory notes		-		-		30,795			-			30,795
Net loss, nine months ended January 31,2021		-		-		-			(3,024,627	)		(3,024,627	)
Balance at January 31, 2021 (Unaudited)		417,288,770	$	417,289	$	24,314,230		$	(31,832,028	)	$	(7,100,509	)

See accompanying condensed notes to these unaudited financial statements.

F-5

Table of Contents

MAJOR LEAGUE FOOTBALL, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Nine Months Ended,
	For the Three Months Ended,
	January 31, 2022			January 31, 2021
	July 31, 2022			July 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(13,~~225~~721,~~628~~594	)	$	(3560,~~024,627~~924	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount on convertible unsecured promissory notes		124,~~222~~996			43,~~010~~756
Amortization of debt discount on convertible secured promissory notes		72240,~~566~~434			-
Issuance of common stock to consultants for services		191,250			-
Amortization of debt discount on notes payable		3,075			-
Issuance of warrants to consultants for services		98,781			-
Issuance of common stock to consultants for services		-			191,250
Settlement expense		55,000			-
Issuance of warrants to consultants for services		-			98,781
Late fee on convertible promissory note in default		1,750			-
Settlement expense (income)		(121,216	)		55,000
Conversion fees on convertible unsecured promissory notes		-3,500			~~3,750~~-
Accretion of put premium liability		96,948			-
Write off of prepaid investor relation fees		52,500			-
Loss from change in fair value of conversion option liability		213,889			2,630,554
Accretion of put premium liability		158,153			67,333
Gain from change in fair value of conversion option liability		(21,213	)		(20,736	)
Depreciation expense		25,154			-
Changes in operating assets and liabilities:
Prepaid legal		(2,500	)		-
Accounts receivable		3,802			-
Accounts payable		35,288			74,695
Prepaid fees		668			-
Accounts payable - related parties		29,782			95,000
Deposits		(101,366	)		-
Accrued expenses		17,043			16,052
Accounts payable		1,326,773			10,216
Accrued interest		80,531			68,857
Accounts payable - related parties		(2,571	)		11,200
Accrued interest - related party		4,158			3,304
Bank overdraft		710			-
Net cash used in operating activities		(318,920	)		(128,405	)
Subscription payable		40,000			-
Deferred revenue		(3,802	)		-
Accrued expenses		(6,559	)		5,596
Accrued payroll		102,274			-
Accrued interest		63,474			26,659
Accrued interest - related party		1,386			1,386
Net cash used in operating activities		(1,951,422	)		(110,483	)
CASH FLOWS FROM INVESTING ACTIVITIES
Trademark filing fees		(500	)		-
Purchase of football equipment		(76,268	)		-
Net cash used in investing activities		(~~500~~76,268	)		-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible unsecured promissory notes, net of issue costs		~~147~~202,000			-95,000
Proceeds from issuance of convertible secured promissory note, net of issue costs		405,920			-
Proceeds from issuance of convertible secured promissory notes, net of issue costs		468,760			-
Proceeds from issuance of note payable - related party		-			30,000
Proceeds from issuance of notes payable, net of issue costs		148,800			-
Repayment of convertible secured promissory note		(235,000	)		-
Repayment of note payable		(5,000	)		-
Proceeds from sale of common stock		-			97,400
Repayment of convertible unsecured promissory note		(5,000	)		-
Net cash provided by financing activities		317,920			127,400
Proceeds from sale of common stock, net of fees		549,800			-
NET DECREASE IN CASH		(1,500	)		(1,005	)
Net cash provided by financing activities		1,359,360			95,000
CASH - BEGINNING OF PERIOD		19,778			3,796
NET DECREASE IN CASH		(668,330	)		(15,483	)
CASH - END OF PERIOD	$	18,278		$	2,791
CASH - BEGINNING OF PERIOD		673,181			19,778
CASH - END OF PERIOD	$	4,851		$	4,295

See accompanying condensed notes to these unaudited financial statements.

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MAJOR LEAGUE FOOTBALL, INC.

STATEMENTS OF CASH FLOWS (Continued)

(UNAUDITED)

	For the Nine Months Ended,
	For the Three Months Ended,
	January 31, 2022		January 31, 2021
	July 31, 2022		July 31, 2021
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS
CASH PAID FOR INCOME TAXES	$	-	$	-
CASH PAID FOR INTEREST	$	-	$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Reduction of put premium liability related to conversion and payment of promissory notes	$	~~165~~65,~~847~~825	$	~~156,855~~-
Reduction in fair value of conversion option liability for conversion of promissory note	$	-	$	30,795
Conversion of convertible secured promissory note	$	178,256	$	-
Conversion of convertible secured promissory note	$	13,198	$	30,000
Conversion of convertible unsecured promissory notes	$	55,000	$	-
Conversion of convertible unsecured promissory notes	$	203,170	$	147,613
Conversion of accrued interest on convertible secured promissory notes	$	20,084	$	-
Conversion of accrued interest on convertible secured promissory notes	$	-	$	28,500
Conversion of accrued interest on convertible unsecured promissory notes	$	2,200	$	-
Conversion of accrued interest on convertible unsecured promissory notes	$	12,498	$	19,714
Discounts related to convertible promissory notes	$	102,000	$	6,000
Discounts related to convertible promissory notes	$	37,400	$	-
Fair value of warrants issued with secured convertible promissory notes	$	274,962	$	-
Fair value of warrants issued with secured convertible promissory notes	$	143,001	$	-
Deemed dividend related to the triggering of the full ratchet anti-dilution provision of warrants at fair value	$	1,419,921	$	-
Common stock issuable from cashless exercise of warrants	$	23,600	$	-

See accompanying condensed notes to these unaudited financial statements.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

~~January~~July 31, 2022

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

Major League Football, Inc. (the “Company,” “we,” “us” or “our”) plans to establish, develop, and operate Major League Football (“MLFB”) as a professional Spring/Summer football League with 4 initial Franchises located in cities overlooked in large part by existing professional sports leagues and provide fans with high quality players and competition in the NFL’s off-season. Our plan isthat was initiated in June 2022 was that the initial teams ~~will~~would be located in Ohio, Virginia, Arkansas, and Texas. Our proposed spring playing schedule avoids all competition with the NFL and colleges~~. Our~~ ~~search~~and ~~committee~~these ~~has~~initial ~~located multiple~~ cities ~~with~~have both a passion for sports and football as well as stadium venues whose size will provide our fans an excellent viewing experience at a reasonable rental expense to MLFB. All potential venues are equipped for high quality multi-platform media transmission allowing us the broadcast all our games in multi-levels of today’s technology. We have commenced the process of leasing these venues and have acquired all the necessary football and related equipment to fully outfit at least eight teams, including some of the latest technology for use by our coaches and players.

We commenced football training camp operations in June 2022 with a camp start date of July 18, 2022, which was located at Ladd-Peebles Stadium in Mobile, Alabama. The training camp was comprised of the four initial teams and included over 260 potential players and coaches. The camp included transportation of certain football equipment from a Texas warehouse along with the purchase of new equipment. However, due a significant delay in negotiating the stadium lease, the Company was delayed in obtaining additional funding from a planned registration statement. The Company was funding the training camp operations from the sale of convertible promissory notes and the sale of common stock from an existing Regulation A offering. Because of the delay, the Company suffered a significant cash flow issue with the payment of hotels and other training camp operating expenses. As a result, the Company shut down the training camp on July 29, 2022. As a result of the shutdown of the training camp, the Company has a significant amount of outstanding accounts payable at July 31, 2022 that the Company is committed to paying in full.

We have commenced planning for a full spring football season in 2023 tentatively commencing a training camp in April 2023 with games from May through June 2023 and a championship game held in July 2023.

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

Going Concern

The accompanying unaudited financial statements have been prepared assuming the Company will continue as a going concern. As reflected in the ~~unaudited~~ financial statements, the Company had nolimited revenues and had a net loss of $13,~~225~~721,~~628~~594 for the ~~nine~~three months ended ~~January~~July 31, 2022. Additionally, the Company had net cash used in operating activities of $~~318~~1,~~920~~951,422 for the ~~nine~~three months ended ~~January~~July 31, 2022. At ~~January~~July 31, 2022, the Company has a working capital deficit of $46,~~718~~743,~~376~~605, an accumulated deficit of $3035,~~218~~803,~~410~~996 and a stockholders’ deficit of $46,~~647~~165,~~046~~251, which could have a material impact on the Company’s financial condition and operations.

InWe ~~March~~require ~~2020, the World Health Organization declared the novel strain of coronavirus (COVID~~short-~~19)~~term afinancing ~~global~~as ~~pandemic~~well ~~and~~as ~~recommended~~financing ~~containment~~over ~~and mitigation measures worldwide. Subsequently,~~ the ~~COVID-19~~next ~~pandemic~~12 ~~has~~months ~~continued to spread~~ and ~~various~~we ~~state and local governments~~ have ~~issued~~been ~~or extended “shelter-in-place” orders~~pursuing, ~~which have impacted~~ and ~~restricted~~will ~~various~~continue ~~aspects~~to ofpursue, ~~the~~short-term ~~Company’s~~financing, ~~operations.~~with ~~The spread of~~ the ~~pandemic~~intention ~~has caused severe disruptions in the global economy and financial markets and could potentially create widespread business continuity issues~~ of ansecuring ~~unknown~~larger, ~~magnitude~~more ~~and~~permanent ~~duration~~financing facilities.

MLFB is in the process of hiring several well-known and experienced coaches, scouts, and trainers as well as individuals looking to improve their skills in these areas. We believe this will provide MLFB with the recognition and credibility to demonstrate the viability of our economic model as well as the market’s desire for spring football. Management studied in depth the possibility of having a Demonstration Season in the summer of 2021 as a means of introducing MLFB as a league and overcoming some of the difficulties encountered because of COVID-19. While the pandemic has gradually eased and crowd capacities increased, this occurred too late in the process to commence a Demonstration Season. Management and our Board of Directors believe that we focus and allocate resources to our planned 2022 football season, and this will include preparation for a launch with training camp beginning in May of 2022. We believe that the planned spring 2022 football season will allow us to put an economically sustainable league and product on the field and one in which our shareholders can be proud for years.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

~~January~~July 31, 2022

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

WeOn ~~require~~September ~~short-term~~7, ~~financing~~2022, asthe ~~well~~Company asannounced ~~financing~~that ~~over~~it ~~the~~had ~~next~~signed 12two ~~months~~Common ~~and~~Stock wePurchase ~~have~~Agreements ~~been~~in ~~pursuing,~~the ~~and~~amount ~~will~~of ~~continue~~$2,500,000 toeach ~~pursue~~or $5,000,000 ~~short-term~~combined. ~~financing,~~The ~~with~~ability for the ~~intention~~Company ofto ~~securing~~obtain ~~larger,~~funds ~~more~~from ~~permanent~~both ~~financing~~agreements ~~facilities. On~~is ~~January~~contingent ~~24,~~on ~~2022,~~ the Company ~~filed~~filing ~~form~~and ~~1-A~~obtaining ~~Regulation~~approval Aof ~~Offering~~a Form S-1 Registration Statement with the Securities and Exchange Commission (“SEC”). ~~for~~As ~~the~~previously ~~sale of 125~~announced,~~000,000~~ ~~shares~~the ofCompany ~~our~~continues ~~$0.001~~to ~~par~~move ~~value~~forward ~~common~~with ~~stock~~plans atto apay ~~range~~all ofobligations ~~$0.01~~incurred towhile ~~$0.05~~preparing ~~per~~for ~~share or~~ a ~~range~~full ofseason ~~$1,250,000 to $6,250,000~~ of ~~gross~~spring ~~proceeds. Effective~~football ~~February~~in ~~8, 2022, the SEC approved and qualified the Offering Statement~~2023. ~~There~~ isThe nokey ~~minimum~~management ~~number~~team of ~~shares~~the ofCompany ~~common~~remains ~~stock~~intact ~~that~~and ~~must~~dedicated beto ~~sold~~this ~~in the offering~~goal. ~~The~~ ~~net~~In ~~proceeds~~addition ~~from~~to ~~this~~these ~~offering~~two ~~would~~agreements, bethe ~~utilized~~Company continues to ~~fund~~have ~~our~~discussions ~~planned~~with ~~spring~~other ~~2022~~parties ~~football~~for ~~season~~potential ~~including~~funding. ~~equipment~~The ~~purchases~~Common ~~and~~Stock ~~stadium~~Purchase ~~deposits,~~Agreements ~~general~~are ~~and~~contingent ~~administrative~~on ~~expenses~~approval ~~and~~of ~~provide working capital for~~ the ~~Company.~~Form InS-1 ~~the~~Registration ~~event~~Statement, wewhich domay not ~~obtain~~occur ~~the~~in ~~entire~~a ~~offering~~timely ~~amount~~fashion, weas ~~may~~it ~~attempt~~is todependent ~~obtain~~on ~~additional~~the ~~funds~~process ~~through~~and ~~private~~timeframe ~~offerings~~ of ~~our~~the ~~securities~~SEC. orAs bya ~~borrowing funds. Currently~~result, we ~~do not have any committed sources of financing and we~~ may not be able to achieve these capital-raising objectives. Ifand if the required capital is not obtained in the proposed timeframe, the Company’s planned ~~2022~~2023 spring football season could be delayed or not occur. ~~See Note 8 – Subsequent Events.~~

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

~~Basis of Presentation~~COVID-19

~~The~~In ~~accompanying~~March ~~unaudited~~2020, ~~interim period financial statements of~~ the ~~Company~~World ~~are~~Health ~~unaudited~~Organization ~~pursuant~~declared ~~to certain rules and regulations of~~ the ~~SEC~~novel ~~and~~strain ~~include, in the opinion~~ of ~~management,~~coronavirus ~~all adjustments~~ (~~consisting of normal recurring accruals~~COVID-19) ~~necessary for~~ a ~~fair~~global ~~statement~~pandemic ofand ~~the~~recommended ~~results~~containment ofand ~~the~~mitigation ~~periods~~measures ~~indicated~~worldwide. ~~Such results~~Subsequently, ~~however,~~the ~~are~~COVID-19 ~~not~~pandemic ~~necessarily~~has ~~indicative~~continued ofto ~~results~~spread ~~that~~and ~~may~~various bestate ~~expected for the full year. Certain information~~ and ~~footnote~~local ~~disclosures~~governments ~~normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States~~ have ~~been~~issued ~~condensed~~ or ~~omitted~~extended ~~pursuant~~“shelter-in-place” ~~to such rules and regulations~~orders. The ~~accompanying~~spread ~~unaudited~~of ~~financial statements should be read in conjunction with~~ the ~~financial~~pandemic ~~statements~~has ~~and~~caused ~~notes~~severe ~~thereto~~disruptions ~~included~~ in the ~~Company’s~~global ~~Annual~~economy ~~Report~~and onfinancial ~~Form~~markets ~~10-K~~and ~~for~~could ~~the~~potentially ~~fiscal~~create ~~year~~widespread ~~ended~~business ~~April~~continuity ~~30,~~issues ~~2021, as filed with the SEC on July 29, 2021. The interim unaudited operating results for the nine months ended January 31, 2022 are not necessarily indicative~~ of ~~operating~~an ~~results~~unknown ~~expected~~magnitude ~~for~~and ~~the full fiscal year~~duration.

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

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

Inflation has increased during the period covered by this report and is expected to continue to remain at elevated levels or even increase for the near future. Inflation generally affects us by increasing our cost of our football operating expenses including the costs of professional fees for services provided. We do not believe inflation has had a material effect on our results of operations during the three months ended July 31, 2022.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

~~January~~July 31, 2022

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

Basis of Presentation

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

Estimates

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

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at ~~January~~July 31, 2022 and April 30, ~~2021~~2022.

Concentrations - Concentration of Credit Risk

Certain financial instruments potentially subject the Company to concentrations of credit risk. These financial instruments consist primarily of cash. AtWe ~~January~~maintain our cash balances in financial institutions that from time to time exceed amounts insured by the FDIC (up to $250,000, per financial institution as of July 31, 2022). ~~and~~At ~~April~~July 3031, ~~2021~~2022, none of our deposit accounts exceeded the insured amount. The Company ~~did~~has not ~~have~~experienced ~~deposits~~any ~~with~~losses ain ~~financial~~such ~~institution~~accounts and management believes that ~~exceeded~~the Company is not exposed to significant credit risk due to the ~~FDIC~~financial ~~deposit~~position ~~insurance~~of ~~coverage~~the ~~and~~depository ~~determined~~institution ~~that~~in itwhich ~~had~~are nodeposits ~~cash~~are ~~equivalents~~held.

Property and Equipment

~~The~~Property ~~Company has $57,223 of football~~ and ~~office~~ equipment ~~at January 31, 2022 and April 30, 2021, respectively. The football and office equipment~~ are ~~held~~carried inat ~~storage~~cost toless beaccumulated ~~utilized in the planned football league operations in 2022~~depreciation. Depreciation ~~For~~is ~~financial accounting purposes, depreciation for the football and office equipment will be~~ computed byusing the straight-line method over anthe estimated useful ~~life~~lives of 3the toassets. 7The ~~years.~~cost ~~There~~of ~~was~~repairs noand ~~depreciation~~maintenance ~~expense~~is ~~for~~expensed ~~the~~as ~~nine~~incurred; ~~months~~major ~~ended~~replacements ~~January~~and ~~31,~~improvements ~~2022~~are capitalized. When assets are retired or ~~2021,~~disposed ~~respectively~~of, ~~because~~ the ~~football~~cost and ~~office~~accumulated ~~equipment~~depreciation isare ~~held~~removed, ~~in storage~~ and ~~has~~any ~~not~~resulting ~~been~~gains ~~put~~or ~~into~~losses ~~use~~are ~~because~~included ~~football~~in ~~operations~~the ~~have~~statement ~~not~~of ~~commenced~~operations.

Impairment of Long-Lived Assets

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

Convertible Promissory Notes and Related Embedded Derivatives

We account for the embedded conversion option contained in convertible instruments under the provisions of FASB ASC Topic No. 815-40, “Derivatives and Hedging – Contracts in an Entity’s Own Stock”. The embedded conversion option contained in the convertible instruments were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivatives was determined using the Binomial Option Pricing model. On the initial measurement date, the fair value of the embedded conversion option derivative was recorded as a derivative liability and was allocated as debt discount up to the proceeds of the notes with the remainder charged to current period operations as initial derivative expense. Any gains and losses recorded from changes in the fair value of the liability for derivative contract is recorded as a component of other income (expense) in the accompanying unaudited Statements of Operations.

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Table of Contents

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

~~January~~July 31, 2022

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

Impairment of Long-Lived Assets

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

Convertible Promissory Notes and Related Embedded Derivatives

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

Convertible Notes With Variable Conversion Options

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

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Table of Contents

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

July 31, 2022

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

Fair Value of Financial Instruments

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

Level 1

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

Level 2

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

Level 3

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

F-11 Table of Contents

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

January 31, 2022

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

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

Assets and liabilities measured at fair value on a recurring basis consist of the following at January 31, 2022 and April 30, 2021:

	Carrying Value atJanuary 31,		Fair Value Measurements atJanuary 31, 2022
	2022		Level 1		Level 2		Level 3
Conversion option liability	$	422,392	$	-	$	-	$	422,392

	Carrying Value atApril 30,		Fair Value Measurements atApril 30, 2021
	2021		Level 1		Level 2		Level 3
Conversion option liability	$	208,503	$	-	$	-	$	208,503

The following is a summary of activity of Level 3 assets and liabilities for the nine months ended January 31, 2022:

Conversion Option Liability
Balance – April 30, 2021	$	208,503
Loss from change in the fair value of conversion option liability		213,889
Balance – January 31, 2022	$	422,392

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

Leases

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

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

~~January~~July 31, 2022

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

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

	Carrying Value at July 31,		Fair Value Measurements at July 31, 2022
	2022		Level 1		Level 2		Level 3

Conversion option liability	$	176,295	$	-	$	-	$	176,295

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

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

The following is a summary of activity of Level 3 assets and liabilities for the three months ended July 31, 2022:

Conversion Option Liability
Balance – April 30, 2022	$	197,508
Gain from change in the fair value of conversion option liability		(21,213	)
Balance – July 31, 2022	$	176,295

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

Leases

Revenue Recognition

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

League Tryout and Training Camps

The Company will recognize league tryout and training camp revenue on the dates that the ~~tryout~~events ~~camps~~ are held. ~~There~~The ~~were~~Company nocommenced ~~tryout~~a ~~camps~~training ~~held~~camp byon ~~the~~July 18, 2022 in Mobile, Alabama but this was terminated on July 29, 2022 due to a lack of sufficient funding. The Company did not charge players a training camp fee and as a result, there was no revenue from tryout and training camps during the ~~nine~~three months ended ~~January~~July 31, 2022 or 2021, respectively.

Football League Operations

Income Taxes

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

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

The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10). Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. At January 31, 2022 and April 30, 2021, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying unaudited financial statements.

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Table of Contents

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

~~January~~July 31, 2022

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

Football League Operations

The Company will recognize revenue from future football league operations including gate, parking and concessions, stadium advertising and merchandising, licensing fees, sponsorships, naming rights, broadcast and cable, franchise fees, social media and on-line digital media including merchandising, advertising, and subscriptions, as applicable. The Company football league operations had not commenced as of July 31, 2022. The Company commenced the selling of on-line digital media merchandise through a third party drop shipper on April 29, 2022 and customers sent cash for certain items that were not shipped until May 2022. The Company recorded $3,802 of accounts receivable with an offset to deferred revenue at April 30, 2022. Subsequently, the drop shipper shipped the items to customers and the Company recognized revenue and cost of goods sold. During the three months ended July 31, 2022, the Company recorded $8,677 of revenue and $7,365 of cost of goods sold related to on-line digital media merchandise.

Income Taxes

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

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

Stock Based Compensation

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

Net Income (Loss) per Share of Common Stock

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

At January 31, 2022, there were 1,200,000 options and 34,650,000 warrants to purchase shares of the Company’s common stock, 34,464,873 shares of the Company’s common stock reserved for issuance related to convertible unsecured notes payable and 11,581,285 shares of the Company’s common stock reserved for issuance related to convertible secured notes payable which may dilute future earnings per share.

At January 31, 2021, there were 1,200,000 options and 1,500,000 warrants to purchase shares of the Company’s common stock, 104,578,586 shares of the Company’s common stock reserved for issuance related to convertible unsecured notes payable and 36,994,956 shares of the Company’s common stock reserved for issuance related to convertible secured notes payable which may dilute future earnings per share.

Contingencies

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

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

~~January~~July 31, 2022

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

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

	July 31, 2022		April 30, 2022
Warrants to purchase common stock		345,815,519		62,970,000
Options to purchase common stock		1,200,000		1,200,000
Conversion of convertible unsecured promissory notes		121,170,554		20,782,211
Conversion of convertible secured promissory notes		275,302,483		11,586,275
Total		743,488,556		96,538,486

Contingencies

Related Parties

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

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, ASU 2020-06 removes from U.S. GAAP the liability and equity separation model for convertible instruments with a cash conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Among other potential impacts, this change is expected to reduce reported interest expense, increase reported net income, and result in a reclassification of certain conversion feature balance sheet amounts from stockholders’ equity to liabilities as it relates to the Company’s convertible notes.

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

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

The Company has evaluated other recent accounting pronouncements and their adoption, and has not had, and is not expected to have, a material impact on the Company’s financial position or results of operations. Other new pronouncements issued but not yet effective until after January 31, 2022 are not expected to have a significant effect on the Company’s financial position or results of operations.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

~~January~~July 31, 2022

NOTE 21- –NATURE ~~ACCRUED~~OF ~~EXPENSES~~OPERATIONS, BASIS OF PRESENTATION, GOING CONCERN, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

The Company has evaluated other recent accounting pronouncements and their adoption, and has not had, and is not expected to have, a material impact on the Company’s financial position or results of operations. Other new pronouncements issued but not yet effective until after July 31, 2022 are not expected to have a significant effect on the Company’s financial position or results of operations.

NOTE 2 – PROPERTY AND EQUIPMENT

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

	Estimated Life		July 31, 2022			April 30, 2022
Football Equipment		1-5 years	$	583,401		$	507,133
Office Equipment		1 year		11,000			11,000
Less: Accumulated Depreciation				(25,154	)		-
			$	569,247		$	518,133

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

During the three months ended July 31, 2022, the Company purchased $76,268 of football equipment. Depreciation expense amounted to $25,154 and $0 for the three months ended July 31, 2022 and 2021, respectively.

NOTE 3 – ACCRUED EXPENSES

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

	January 31,2022		April 30,2021
	July 31,2022		April 30,2022
Penalties and interest - unpaid state income tax	$	~~278~~289,~~130~~924	$	~~261~~283,~~087~~983
Unpaid federal income tax		1,764		1,764
Legal settlement		70,000		70,000
Legal settlement (See Note 8 – Commitments and Contingencies)		-		70,000
Late charges on unpaid promissory note		7,150		5,400
Accrued payroll tax		839		839
Total Accrued Expenses	$	357,044	$	338,251
Accrued penalties for failure to file federal tax returns		4,020		4,020
Late charges on unpaid promissory note		7,150		7,150
Total Accrued Expenses	$	303,697	$	367,756

NOTE 3 – DEBT

	January 31,2022		April 30,2021
Notes Payable:
Aug 28, 2015. No stated interest and principal payable on demand. (Reclassed from Related Party)	$	2,300	$	2,300
Nov.18, 2015. Interest at 8% and principal payable on demand. In Default		100,000		100,000
Jun. 6, 2016. Interest at 4% and principal payable on demand.		10,000		10,000
Aug. 4, 2016. Interest at 8% and principal payable on demand. In Default		35,000		35,000
Sep. 27, 2016. Interest at 4% and principal payable on demand.		30,000		30,000
Sep. 29, 2016. Interest at 4% and principal payable on demand.		5,000		5,000
Sep. 29, 2016. Interest at 4% and principal payable on demand.		30,000		30,000
Oct. 3, 2016. Interest at 4% and principal payable on demand.		20,000		20,000
Sep. 25, 2019. Interest at 8% and principal and interest due Mar. 25, 2020 In Default with interest recorded at 22% default rate		70,000		70,000
Apr. 9, 2020.Interest at 8% and principal due Oct. 9, 2020In Default with interest recorded at 24% default rate		30,000		30,000
Jul. 31, 2021. Interest at 10% and principal and interest due Jul. 31, 2022		55,000		-
Total Notes Payable	$	387,300	$	332,300

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

~~January~~July 31, 2022

NOTE 4 3 – DEBT ~~(Continued)~~

At January 31, 2022 and April 30, 2021, the Company has recorded $387,300 and $332,300 of Notes Payable, respectively. The $387,300 of Notes Payable at January 31, 2022 includes $232,300 from eight third parties and the principal and interest are payable on demand with an interest rate ranging from 4% to 8% annually. Included in the $232,300 balance are the following in default at October 31, 2021 (1) a $100,000 Note Payable dated November 18, 2015, for which the lender requested payment, and the Company recorded a $5,400 late fee that is included in accrued expenses in the accompanying Balance Sheets at January 31, 2022 and April 30, 2021, (2) a $35,000 Note Payable dated August 4, 2016, for which the lender requested payment effective May 1, 2021, and the Company has recorded a $1,750 late fee that is included in other income (expense) in the accompanying Statement of Operations for the nine months ended January 31, 2022 and is included as accrued expenses in the accompanying unaudited Balance Sheet at January 31, 2022, (3) a $70,000 Note Payable dated September 25, 2019 and due March 25, 2020 that the Company is recording default interest at a rate of 22% and (4) a $30,000 Note Payable dated April 9, 2020 and due October 9, 2020 that the Company is recording default interest at a rate of 22%.

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

Less: Debt Discount		(67,078	)		-

Total Notes Payable	$	485,222		$	357,300

OnAt ~~September~~July 2531, ~~2019,~~2022 ~~the~~and ~~Company~~April ~~received~~30, ~~$55~~2022,~~284~~ ~~of net proceeds from~~ the ~~issuance~~Company ofhas arecorded $70552,~~000~~300 ~~face~~and ~~value note payable with debt issue costs paid to or on behalf of the lender of~~ $5357,~~500~~300 ~~and an original issue discount~~ of ~~$9,216.~~Notes ~~Additionally~~Payable, ~~the~~respectively. ~~lender~~The ~~directly paid~~ $11552,~~000~~300 ~~to a third party for the purchase for the Company~~ of ~~office~~Notes ~~equipment~~Payable ~~that is recorded as property and equipment~~ at ~~January~~July 31, 2022 ~~and~~includes ~~April 30~~$232,300 ~~2021.~~from ~~The~~eight ~~terms~~third ~~include~~parties ~~interest accrued at 8% annually~~ and the principal and ~~accrued~~ interest ~~were~~are payable on ~~March~~demand ~~25,~~with ~~2020.~~an ~~The principal and accrued~~ interest ~~were~~rate ~~not~~ranging ~~paid~~from onno ~~the due date of March 25, 2020 and as a result, the note payable is in default and default~~ interest atto 228% ~~is being utilized as of the due date~~annually. ~~At January 31, 2022, the Company had not received an extension of the due date. See Note 7 – Commitments and Contingencies.~~

OnIncluded ~~April~~in 9,the ~~2020~~$232,300 ~~the~~balance ~~Company~~are ~~received~~the ~~$30,000~~following ofin ~~proceeds~~default ~~from~~at July ~~the~~31, ~~issuance~~2022 of(1) a ~~note~~$100,000 ~~payable~~Note ~~with~~Payable ~~terms~~dated ~~including~~November ~~interest~~18, ~~accrued~~2015, atfor 8%which ~~annually~~the lender requested payment, and the ~~principal~~Company ~~and~~did ~~interest~~not ~~were~~pay ~~payable~~and inas ~~six~~a ~~months~~result, onrecorded ~~October~~a 9$5,400 ~~2020.~~late ~~The~~fee ~~principal~~that ~~and~~is included in accrued ~~interest~~expenses ~~were~~in ~~not~~the ~~paid~~accompanying onBalance ~~the~~Sheets ~~due~~at ~~date~~July of31, ~~October~~2022 9and April 30, ~~2020~~2022 and as(2) a ~~result~~$35,000 ~~the~~Note ~~note~~Payable ~~payable~~dated isAugust in4, ~~default~~2016, ~~and~~for ~~default~~which ~~interest~~the atlender ~~24%~~requested ispayment, ~~being~~and ~~utilized~~the asCompany ofdid ~~the~~not ~~due~~pay ~~date.~~and Atas ~~January~~a 31result, ~~2022~~recorded a $1,750 ~~the~~late ~~Company~~fee ~~had~~that ~~not~~is ~~received~~included anin ~~extension~~accrued ofexpenses in the ~~due~~accompanying ~~date~~Balance Sheet at July 31, 2022. See Note 3 7 – ~~Commitments~~Accrued ~~and Contingencies~~Expenses.

On July 31, 2021, the Company recorded a $55,000 note payable with terms that include interest accrued at 10% annually and the principal and accrued interest are payable on July 31, 2022. The lender loaned the Company’s former CEO money which was then loaned to the Company for general corporate expenses in prior years. Certain of these amounts due to the former CEO were settled in a prior year and recorded as a settlement gain. The lender has since requested repayment of the $55,000 by the Company in the period ended July 31, 2021. In an effort to settle the matter, the Company issued the lender a $55,000 note. The Company recorded the note payable to settlement expense in the accompanying unaudited Statement of Operations for the nine months ended January 31, 2022.

For the nine months ended January 31, 2022 and 2021, the Company recorded $30,900 and $25,997 of interest expense for Notes Payable in the accompanying unaudited Statement of Operations and at January 31, 2022 and April 30, 2021, the Company has recorded $131,717 and $100,817, respectively related to Notes Payable as accrued interest in the accompanying Balance Sheets.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

~~January~~JULY 31, 2022

NOTE 4 3 – DEBT (Continued)

	January 31,2022		April 30, 2021
Notes Payable, Related Party:
Mar. 5, 2020. Interest at 10% and principal due March 31, 2022	$	25,000	$	25,000
Aug. 12, 2020. Interest at 10% and principal due March 31, 2022		30,000		30,000
Total Notes Payable – Related Party	$	55,000	$	55,000

Note Payable – September 25, 2019

On ~~March~~September 525, ~~2020~~2019, the Company received $2555,~~000~~284 of net proceeds from the issuance of a $70,000 face value note payable with adebt ~~director~~issue costs paid to or on behalf of the lender of $5,500 and an original issue discount of $9,216. Additionally, the lender directly paid $11,000 to a third party for the purchase for the Company of office equipment that is recorded as property and equipment at July 31, 2022 and April 30, 2022. The terms ~~including~~include interest accrued at 108% annually and the principal and accrued interest ~~are~~were payable on March 25, 2020. The principal and accrued interest were not paid on the due date of March 25, 2020 and as a result, the note payable is in default and default interest at 22% is being utilized as of the due date. At July 31, 2022, bythe ~~virtue~~Company ofhad not received an extension of the due date. See Note 68 – ~~Related~~Commitments ~~Parties~~and Contingencies.

On August 12, 2020, the Company received $30,000 of proceeds from the issuance of a note payable with a director of the Company. The terms including interest accrued at 10% annually and the principal and interest are payable on March 31, 2022, by virtue of an extension. See Note 6Payable – ~~Related~~April ~~Parties.~~9, 2020

~~For~~On April 9, 2020, the ~~nine~~Company received $30,000 of proceeds from the issuance of a note payable with terms including interest accrued at 8% annually and the principal and interest were payable in six months ~~ended~~on ~~January~~October 319, ~~2022~~2020. The principal and ~~2021,~~accrued interest were not paid on the ~~Company~~due ~~recorded~~date $4of October 9,~~158~~ 2020 and $3as a result,~~304~~ ofthe ~~interest~~note ~~expense~~payable is in ~~the~~default ~~accompanying~~and ~~unaudited~~default ~~Statement~~interest at 24% is being utilized as of ~~Operations~~the due date and no extension has been received. The lender provided the Company with an option to purchase football equipment that was stored at ~~January~~a ~~31,~~warehouse ~~2022~~in Texas and the Company paid the rent for the warehouse. On April 3021, ~~2021~~2022, the Company ~~has~~and ~~recorded~~the lender executed a settlement agreement for the Company to pay the lender $9475,~~187~~000 which represented (1) the purchase of the football equipment in Texas for $450,000 and (2) to repay $25,000 of the note payable principal resulting in an outstanding balance of $5,~~029~~000 at July 31, 2022 and April 30, 2022. The Company owed the lender for other convertible debt besides this note payable and offered the Company to pay off all of the debt and accrued interest with a $215,260 ~~related~~payment ~~party~~within inthirty days of the ~~accompanying~~settlement ~~unaudited~~date ~~Balance~~or ~~Sheets~~the lender would retain all rights to convert the outstanding amounts into Company common stock. The Company did not make this payment and the lender retains all rights under the original terms. At July 31, 2022, the Company owes the lender for all debt outstanding representing $91,802 of principal and $173,709 of accrued interest, including default interest.

	January 31, 2022			April 30,2021
Convertible Unsecured Promissory Notes:
April 14, 2016 - Interest at 5% - principal and interest due 12 months from issuance date. In Default	$	50,000		$	50,000
May 2, 2019 - Interest at 10% - principal and interest due August 2, 2020.		6,000			12,170
May 8, 2019 - Interest at 12% - principal and interest due February 8, 2020. In Default with interest recorded at default rate of 24%		138,483			138,483
February 3, 2021, Interest at 10% - principal and interest due February 3, 2022		-			55,000
March 17, 2021, Interest at 10% - principal and interest due March 17, 2022		-			41,000
January 4, 2022, Interest at 8% - principal and interest due January 4, 2023		55,000			-
Plus: put premium		29,615			60,642
Less: debt discount		(2,778	)		(6,000	)
Total Convertible Unsecured Notes Payable, net of debt discount and put premium	$	280,880		$	351,595

Note Payable – July 31, 2021

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

Note Payable – July 15, 2022

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

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

~~January~~JULY 31, 2022

NOTE 4 3 – DEBT (Continued)

InAny ~~April~~amount ~~2016,~~of the ~~Company recorded a $50,000 convertible unsecured promissory note. The terms include interest at 5% annually and the~~ principal ~~and~~or interest ~~were~~which ~~payable~~is innot ~~one~~paid ~~year~~when ondue ~~April~~shall ~~14,~~bear ~~2017.~~interest ~~The unsecured convertible promissory note is in default~~ at ~~January 31, 2022 and~~ the ~~note~~rate ~~holder~~of ~~has several remedies including calling~~ the ~~principal~~lower ~~amount~~of ~~and~~twenty-two ~~accrued~~percent ~~interest~~(22%) ~~due~~per ~~and payable immediately. The note holder~~annum, ator ~~its sole discretion, has~~ the ~~right~~highest torate ~~convert~~permitted ~~the~~by ~~principal amount~~law, ~~along~~from ~~with all accrued interest, into shares of~~ the ~~Company’s~~due ~~common~~date ~~stock~~thereof atuntil the ~~conversion~~same ~~price~~is ~~of $0~~paid.~~30 per share, or 215,043 shares of common stock at January 31, 2022.~~

~~Interest~~Additionally, ~~expense~~the ~~recorded~~note inpayable ~~the~~provided ~~accompanying~~for ~~unaudited~~the ~~Statements~~issuance of ~~Operations~~one bymillion (1,000,000) shares of the Company’s ~~for~~$0.001 ~~the~~par ~~nine~~value ~~months~~common ~~ended~~stock. ~~January~~As ~~31,~~a ~~2022~~component ~~and~~of ~~2021~~the ~~was~~note $1payable,~~890,~~ ~~respectively.~~the AtCompany ~~January~~separately ~~31,~~paid ~~2022~~a ~~and~~brokerage ~~April~~commission ~~30,~~in ~~2021,~~ the ~~Company~~amount ~~has~~of ~~recorded~~ $1411,~~513~~200, ~~and~~recorded ~~$12,263~~as ofdebt ~~accrued~~issue ~~interest,~~costs ~~respectively~~as inan offset to the ~~accompanying~~note ~~Balance~~payable ~~Sheets~~to be amortized over the 1-year term.

~~Convertible~~The ~~Unsecured~~note ~~Promissory~~payable ~~Note~~included a provision as follows – ~~May~~“in 2the event that the Company at its own will files a qualified Offering Statement on Form 1-A transaction and it is effective, ~~2019~~the lender may choose to convert any amount up to the entire balance of the note including guaranteed interest into shares of the Company's Common Stock at the REG A offering price. The Company previous filed and had an approved Form 1-A transaction on February 8, 2022, and further amended to a price of $0.0168 per share on July 18, 2022. However, the Company terminated the Form 1-A offering on September 14, 2022 and the lender will have no option to convert any amount of the note payable including accrued interest at the Form 1-A price of $0.0168 per share.

OnThe ~~May~~Company 2,evaluated ~~2019 (~~the ~~Original Issue Date (OID)~~1, ~~the Company received $85~~000,~~450~~000 shares of ~~net~~stock ~~proceeds~~issued ~~for~~and ~~working~~calculated ~~capital purposes from~~ the ~~issuance~~relative offair ~~a $100,000 face~~ value ~~convertible~~between ~~redeemable~~the ~~promissory~~ note ~~(First~~and ~~Note”)~~the ~~with~~stock ~~debt issue costs paid to or~~ on ~~behalf of~~ the ~~lender of $12,400 and an original~~ issue ~~discount~~date ofutilizing ~~$2,150. The terms include interest accrued at 10% annually and~~ the ~~principal and interest payable are payable in one year on May 2, 2020~~$0.0215 ~~All~~trading ~~interest~~price ~~will be paid in common stock~~ of the ~~Company.~~stock ~~Any amount of the principal or interest~~ on ~~this~~July ~~First~~15, ~~Note~~2022, ~~which is not paid when due shall bear Interest at~~ the ~~rate~~date of ~~the~~issuance. ~~lower~~As ofa ~~Twenty-four Percent (24%) per annum~~result, or the ~~highest~~Company ~~rate~~allocated ~~permitted by law~~$18,953 ~~from~~to the ~~due~~stock ~~date~~which ~~thereof~~was ~~until~~recorded ~~the~~as ~~same~~a isdebt ~~paid.~~discount ~~The~~with ~~First Note is exchangeable for~~ an ~~equal~~offset ~~principal~~to ~~amount~~additional ofpaid ~~notes~~in ~~of different denominations, as requested by the lender surrounding the same~~capital. The ~~First~~debt ~~Note~~discount ~~was~~for ~~due and payable on August 2, 2020, by virtue of a signed extension. At October 31, 2021,~~ the ~~First~~stock ~~Note~~ is inbeing ~~default.~~amortized ~~However,~~over the ~~lender~~one-year ~~has~~term ~~not notified the Company~~ of the ~~default~~note ~~in writing but, the lender has several remedies including calling the principal amount and accrued interest due and~~ payable ~~immediately~~. ~~The promissory note includes customary affirmative and negative covenants of the Company.~~

~~The~~In ~~lender~~total, ~~has~~ the ~~right~~Company atrecorded ~~any time after the effective date~~$70,153 atof ~~its~~debt ~~election,~~discounts toon ~~convert~~the ~~all~~date ~~or part~~ of the ~~outstanding~~note ~~and~~payable ~~unpaid~~(OID, ~~principal~~debt ~~sum~~discount cost and ~~accrued interest into shares of common~~ stock). ofDuring the ~~Company,~~three ~~subject~~months toended ~~certain~~July ~~conversion~~31, ~~limitations~~2022, ~~set forth in~~ the ~~promissory~~Company ~~note~~recorded ~~and certain price protection described below~~$3,075 asfor ~~per~~ the ~~conversion~~amortization ~~formula: Number~~ of ~~shares receivable upon conversion equals~~ the ~~dollar~~debt ~~conversion~~discounts ~~amount divided by the Conversion Price. The Conversion Price is equal~~ to ~~Sixty~~interest ~~Percent~~expense ~~(60%)~~and of the ofdebt ~~the~~discount ~~average~~balance ofwas ~~the~~$67,078 ~~two~~at ~~lowest~~July ~~trades~~31, ~~of the Common Stock during the fifteen (15) trading Days immediately preceding a conversion date (“Conversion Price”)~~2022. ~~The Conversion Price is subject to “full ratchet” and other customary anti-dilution protections.~~

~~The~~For ~~Company evaluated~~ the ~~First~~three ~~Note~~months inended ~~accordance~~July ~~with~~31, ~~ASC~~2022 ~~480~~and ~~“Distinguishing Liabilities From Equity” because the First Note (1) embodies an unconditional obligation~~2021, ~~(2) requires~~ the Company torecorded ~~settle~~$14,075 ~~the~~and ~~unconditional~~$9,376 ~~obligation by issuing a variable number~~ of ~~its~~interest ~~common shares~~expense, ~~and~~respectively ~~(3)~~for isNotes ~~based~~Payable ~~solely~~in onthe aaccompanying ~~fixed~~Statements ~~monetary~~of ~~amount~~Operations ~~known~~and at ~~inception~~July as31, ~~the~~2022 ~~lender~~and ~~will~~April ~~receive $166~~30,~~667~~ ~~($100~~2022,~~000~~ ~~principal divided by~~ the ~~Conversion~~Company ~~Price).~~has Inrecorded ~~accordance with ASC 480~~$156,171 ~~the First Note was classified as stock settled debt~~ and ~~on the note issue date of May 2~~$141,996, ~~2019~~respectively, ~~the~~related ~~Company~~to ~~recorded~~Notes aPayable ~~$66,667~~as ~~put~~accrued ~~premium~~interest ~~liability~~in ~~with~~the anaccompanying ~~offset~~Balance ~~to interest expense~~Sheets.

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

Note Payable – Related Party – March 5, 2020

On March 5, 2020, the Company received $25,000 of proceeds from the issuance of a note payable with a director of the Company. The terms including interest accrued at 10% annually and the principal and interest are payable on September 30, 2022, by virtue of an extension. See Note 7 – Related Parties.

Note Payable – Related Party – August 12, 2020

On August 12, 2020, the Company received $30,000 of proceeds from the issuance of a note payable with a director of the Company. The terms including interest accrued at 10% annually and the principal and interest are payable on September 30, 2022, by virtue of an extension. See Note 7 – Related Parties.

For the three months ended July 31, 2022 and 2021, the Company recorded $1,386, respectively of interest expense in the accompanying unaudited Statements of Operations and at July 31, 2022 and April 30, 2022, the Company has recorded $11,915 and $10,529 of accrued interest, related party in the accompanying Balance Sheets.

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Table of Contents

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

~~January~~JULY 31, 2022

NOTE 4 3 – DEBT (Continued)

Through October 31, 2021, the lender had previously converted $87,830 of the principal balance of the First Note resulting in a balance of $12,170. As a result of the partial conversions, the Company previously reclassified $57,417 of the put premium liability as an offset to Additional Paid in Capital and the put premium liability balance was $9,250 at October 31, 2021 and April 30, 2021. On January 13, 2022, the lender elected to convert $6,170 of principal and $2,648 of accrued interest into 1,348,348 shares of the Company’s $0.001 par value common stock. As a result, the principal balance of the First Note is $6,000 at January 31, 2022. As a result of the conversion, the Company reclassified $4,690 of the put premium liability as an offset to additional paid in capital and the put premium balance is $4,560 at January 31, 2022.

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

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

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

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

June 29, 2022, Interest at 8% - principal and interest due June 29, 2023		55,000			-

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

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

Plus: put premium		158,153			34,175

Less: debt discount		(54,857	)		(2,046	)

Total Convertible Unsecured Notes Payable, net of debt discount and put premium	$	482,279		$	269,112

OnConvertible ~~January~~Unsecured ~~25,~~Promissory 2021, the lender requested a $6,000 conversion of the principal and $1,183 of accrued interest into 4,057,954 shares of the Company’s common stock. However, at that time, the Company did not have sufficient shares to be issued for the conversion. In accordance with the First Note, ~~because~~– the shares could not be issued, an event of default occurred, and the Company would pay the lender a penalty of $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10th day. The Company calculated a potential penalty of $181,250 and $43,250 at January 31, 2022 and April 3014, 2021, respectively. However, the lender provided a waiver, and no penalty was recorded by the Company. The Company has been in discussion with the lender and as a result of the lender converting $6,170 of principal on January 13, 2022 as described above, the lender has the ability to request a conversion of the $6,000 remaining principal but has not requested the conversion. However, the lender has several available remedies including calling the principal amount and accrued interest due and payable immediately. 2016

~~Interest~~On ~~expense~~April ~~recorded~~14, in2016, the ~~accompanying~~Company ~~unaudited~~recorded ~~Statements~~a of$50,000 ~~Operations~~convertible byunsecured ~~the~~promissory ~~Company~~note. ~~for~~The terms include interest at 5% annually and the ~~nine~~principal ~~months~~and ~~ended~~interest ~~January~~were 31payable in one year on April 14, 2017. From March 4, 2022 ~~and~~to ~~2021~~April ~~was~~8, 2022, the Company repaid $~~890~~12,500 ~~and~~of principal resulting in an outstanding principal balance of $137,~~412~~500 at April 30, ~~respectively~~2022. AtFrom ~~January~~May 3110, 2022 ~~and~~to ~~April~~June 308, ~~2021~~2022, the Company ~~has~~repaid ~~recorded~~ $15,~~032~~000 ~~(net~~of principal resulting in an outstanding principal balance of $232,~~648~~500 ~~converted)~~at July 31, 2022. The unsecured convertible promissory note is in default at July 31, 2022 and $2the note holder has several remedies including calling the principal amount and accrued interest due and payable immediately. The note holder,~~790~~ ofat its sole discretion, has the right to convert the principal amount, along with all accrued interest, ~~respectively~~into inshares of the ~~accompanying~~Company’s ~~Balance~~common ~~Sheets~~stock at the conversion price of $0. 30 per share, or 159,880 shares of common stock at July 31, 2022.

~~Convertible~~Interest ~~Unsecured~~expense ~~Promissory~~recorded ~~Note~~in –the ~~May~~accompanying 8Statements of Operations by the Company for the three months ended July 31, ~~2019~~2022 and 2021 was $426 and $630, respectively. At July 31, 2022 and April 30, 2022, the Company has recorded $15,464 and $15,038 of accrued interest, respectively in the accompanying Balance Sheets.

On May 8, 2019, the Company signed a Securities Purchase Agreement (“SPA”) with an Investor that provides for the issuance of a 12% convertible promissory note in the principal amount of $150,000. In connection with the issuance of the promissory note, the Company issued a common stock purchase warrant to purchase 1,500,000 shares of the Company common stock as a commitment fee to the Investor. The warrant has an exercise price of $0.07 per share and a term of three years through May 8, 2022. See note 8 – Subsequent Events.

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

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

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Table of Contents

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

~~January~~JULY 31, 2022

NOTE 4 3 – DEBT (CONTINUED)

~~Number~~Convertible ofUnsecured ~~shares~~Promissory ~~receivable~~Note ~~upon~~– ~~conversion~~May ~~equals the dollar conversion amount divided by the Conversion Price. The Conversion Price is equal to the lower of (1) the lowest trade during the previous twenty-five (25) trading days or (~~2) Sixty-One Percent (61%) of the of the lowest trade during the twenty-five (25) trading days immediately preceding a conversion date. The Conversion Price is subject to “full ratchet” and other customary anti-dilution protections. The promissory note contains customary affirmative and negative covenants of the Company. Additionally, ~~the Company issued the lender a common stock purchase warrant with a three (3) year term to acquire 1,500,000 shares of common stock at an exercise price of $0.10 per share.~~2019

~~The~~On May 2, 2019 (the Original Issue Date (OID), the Company ~~evaluated~~received $85,450 of net proceeds for working capital purposes from the issuance of a $100,000 face value convertible redeemable promissory note inwith ~~accordance~~debt ~~with~~issue ~~ASC~~costs ~~815~~paid ~~“Derivatives~~to ~~and~~or ~~Hedging”~~on behalf of the lender of $12,400 and ~~determined~~an ~~that~~original ~~there~~issue ~~was~~discount aof ~~conversion~~$2,150. ~~option~~The ~~feature~~terms ~~that~~include ~~should~~interest beaccrued ~~bifurcated~~at 10% annually and ~~accounted~~the ~~for~~principal asand ainterest ~~conversion~~payable ~~option~~are ~~liability~~payable in ~~the~~one ~~balance~~year ~~sheet~~on atMay ~~fair~~2, ~~value~~2020. ~~The~~All ~~initial~~interest ~~valuation~~will ~~and~~be ~~recording~~paid in common stock of the ~~conversion~~Company. ~~option~~Any ~~liability~~amount ~~was~~of ~~$446,862,~~the ~~using~~principal or interest on this First Note which is not paid when due shall bear Interest at the ~~Binomial~~rate ~~Lattice~~of ~~Option~~the ~~Pricing~~lower ~~Model~~of ~~with~~Twenty-four Percent (24%) per annum, or the ~~following~~highest ~~assumptions:~~rate ~~stock~~permitted ~~price~~by ~~$0.02~~law, ~~conversion~~from ~~price~~the $0due date thereof until the same is paid.~~0067,~~ ~~expected~~The ~~term~~promissory note was exchangeable for an equal principal number of 9notes ~~months~~of different denominations, ~~expected~~as ~~volatility~~requested ofby ~~383%~~the lender surrounding the same. The promissory note was due and ~~discount~~payable ~~rate~~on ofAugust 2, 2020, by virtue of a signed extension.~~38%.~~ ~~The~~At ~~initial~~April ~~$446~~30,~~862~~ ~~conversion~~2022, ~~option~~the ~~liability~~promissory ~~assumed~~note ~~that~~was 22in default. However,~~354,694~~ ~~shares~~the ~~would~~lender behad ~~issued~~not ~~upon~~notified ~~conversion~~the Company of the default in writing but, the lender has several remedies including calling the principal amount and accrued interest due and payable immediately. The promissory note includes customary affirmative and negative covenants of the Company.

The ~~Company~~lender ~~evaluated~~has the ~~warrant~~right ~~and~~at ~~determined~~any ~~that~~time ~~there~~after ~~was~~the noeffective ~~embedded~~date, ~~conversion~~at ~~feature~~its aselection, ~~the~~to ~~warrant~~convert ~~contained~~all aor ~~set~~part ~~exercise~~of ~~price~~the ~~with~~outstanding anand ~~adjustment~~unpaid ~~only~~principal ~~based~~sum ~~upon~~and ~~customary~~accrued ~~items~~interest ~~including~~into ~~stock~~shares ~~dividends~~of ~~and~~common ~~splits,~~stock ~~subsequent~~of ~~rights~~the ~~offerings~~Company, ~~and~~subject ~~pro-rata~~to ~~distributions.~~certain ~~The~~conversion ~~Company~~limitations ~~calculated~~set forth in the ~~relative~~promissory ~~fair~~note ~~value~~and ~~between~~certain ~~the~~price ~~note~~protection ~~and~~described ~~the~~below, ~~warrant~~as onper the ~~issue~~conversion ~~date~~formula: ~~utilizing~~Number ~~the~~of ~~Black~~shares ~~Scholes~~receivable ~~Pricing~~upon ~~Model~~conversion ~~for~~equals the ~~warrant.~~dollar Asconversion aamount ~~result,~~divided by the ~~Company~~Conversion ~~allocated~~Price. ~~$24,960~~The toConversion ~~the~~Price ~~warrant~~is ~~and~~equal ~~recorded~~to asSixty ~~debt~~Percent ~~discount~~(60%) ~~with~~of anthe ~~offset~~of tothe ~~additional~~average ~~paid~~of inthe ~~capital.~~two ~~The~~lowest ~~warrant~~trades ~~calculation~~of ~~used~~the Common Stock during the ~~following~~fifteen ~~assumptions:~~(15) ~~stock~~trading ~~price~~Days ~~$0.02,~~immediately ~~warrant~~preceding ~~exercise~~a ~~price~~conversion ~~$0.10,~~date ~~expected~~(“Conversion ~~term~~Price”). ofThe 3Conversion ~~years,~~Price ~~expected~~is ~~volatility~~subject ofto ~~383%~~“full ratchet” and ~~discount~~other ~~rate~~customary ofanti-dilution 2protections.~~38%.~~

AsThe aCompany ~~result~~evaluated of the ~~Company~~promissory ~~not~~note ~~paying~~in ~~the~~accordance ~~promissory~~with ~~note~~ASC ~~and~~480 ~~accrued~~“Distinguishing ~~interest~~Liabilities onFrom Equity” because the ~~due~~First ~~date~~Note of(1) ~~February~~embodies 8,an ~~2020~~unconditional obligation, (2) requires the ~~promissory~~Company ~~note~~to issettle inthe ~~default~~unconditional atobligation ~~January~~by ~~31,~~issuing ~~2022~~a ~~and~~variable ~~April~~number 30of its common shares, ~~2021~~and ~~with~~(3) ~~interest~~is ~~accrued~~based solely on a fixed monetary amount known at inception as the ~~default~~lender ~~rate~~will ofreceive ~~24%.~~$166,667 ~~However~~($100,000 principal divided by the ~~lender~~Conversion ~~has~~Price). ~~not~~In ~~notified~~accordance ~~the~~with ~~Company~~ASC of480, the ~~default~~First inNote ~~writing~~was ~~but,~~classified as stock settled debt and on the ~~lender~~note ~~has~~issue ~~several~~date ~~remedies~~of ~~including~~May ~~calling~~2, 2019, the ~~principal~~Company ~~amount~~recorded ~~and~~a ~~accrued~~$66,667 ~~interest~~put ~~due~~premium ~~and~~liability ~~payable~~with ~~immediately.~~an offset to interest expense.

~~Through~~Previously, the lender converted $87,830 of the principal balance of the promissory note resulting in a balance of $12,170 at April 30, 2021. As a result of the partial conversions, the Company previously reclassified $57,417 of the put premium liability as an offset to additional paid in capital and the put premium liability balance was $9,250 at April 30, 2021. On January 3113, 2022, the lender ~~had~~elected ~~previously~~to ~~converted~~convert $116,~~517~~170 of principal and $2,648 of accrued interest into 1,348,348 shares of the Company’s $0.001 par value common stock. As a result, the principal balance of the ~~promissory~~First ~~note~~Note ~~resulting~~was in$6,000 at April 30, 2022. As a ~~balance~~result of the conversion, the Company reclassified $~~138~~4,~~483.~~690 of the put premium liability as an offset to additional paid in capital and the put premium balance was $4,560 at April 30, 2022.

~~The~~On ~~Company~~January ~~has~~25, ~~performed~~2021, the lender requested a ~~periodic~~$6,000 ~~revaluation~~conversion of the ~~conversion~~principal ~~option~~and ~~liability~~$1,183 ~~using~~of ~~the~~accrued ~~Binomial~~interest ~~Lattice~~into ~~Pricing~~shares ~~Model~~of atthe ~~each~~Company’s ofcommon stock. However, the ~~previous~~Company did not have sufficient shares to be issued for the conversion. ~~dates~~In ~~and~~accordance atwith ~~April~~the ~~30,~~First ~~2021~~Note, ~~that~~because ~~resulted~~the inshares could not be issued, an ~~estimated~~event ~~conversion~~of ~~option~~default ~~liability~~occurred, and the Company would pay the lender a penalty of $~~208~~250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. The penalty shall increase to $500 per day beginning on the 10th day. The lender provided a waiver,~~503~~ and no penalty was recorded by the Company. The lender has several available remedies including calling the principal amount and accrued interest due and payable immediately.

The Company performed a revaluation of the conversion option liability using the Binomial Lattice Pricing Model at January 31, 2022, that resulted in an estimated conversion option liability of $422,392. The Company has recorded a total loss of $213,889 for the change in the fair value of conversion option liability, recorded to other income (expense) in the accompanying unaudited Statement of Operations for the nine months ended January 31, 2022.

For the revaluation at January 31, 2022, it was estimated with the following assumptions: stock price $0.0231, conversion price $0.0065, expected term of 0.25 years, expected volatility of 187% and discount rate of 0.24%.

F-21

Table of Contents

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

~~January~~JULY 31, 2022

NOTE 4 3 – DEBT (CONTINUED)

~~Interest~~Effective ~~expense~~June ~~recorded~~6, in2022, the ~~accompanying~~Company ~~unaudited~~executed ~~Statement~~a settlement agreement with the lender that was a release of ~~Operations~~any byand all rights that the ~~Company~~lender could have requested in exchange for the ~~nine~~issuance ~~months~~of ~~ended~~2,600,000 ~~January~~shares ~~31,~~of ~~2022~~the ~~and~~Company’s ~~2021~~common ~~was~~stock. ~~$25~~In exchange for the issuance of the shares,~~481~~ ~~and~~the remaining $256,~~759,~~000 ~~respectively.~~outstanding Atprincipal ~~January~~balance ~~31,~~of ~~2022~~the note payable and ~~April~~accrued 30interest of $1,221 ~~2021~~or $7,221 ~~the~~in ~~Company~~total were ~~has~~cancelled. ~~recorded~~The difference between the $547,~~257~~221 and $282,~~776~~600 par value of ~~accrued~~the ~~interest~~shares issued or $4,621 was ~~respectively~~recorded as an offset to additional paid in capital. As a result of the ~~accompanying~~settlement, ~~unaudited~~the ~~Balance~~promissory ~~Sheets~~note has been cancelled effective June 6, 2022.

~~Convertible~~Interest ~~Unsecured~~expense ~~Promissory~~recorded ~~Note~~in –the ~~February~~accompanying 3Statements of Operations by the Company for the three months ended July 31, 2022 and 2021 was $0 and $307, respectively.

OnConvertible ~~February~~Unsecured 3,Promissory ~~2021,~~Note ~~the~~– ~~Company~~May ~~signed an SPA with an investor that provides for the issuance of a 10% convertible promissory note in the aggregate principal amount of $55~~8,~~000,~~ convertible into shares of common stock of the Company. The Company received $52,000 of net proceeds for working capital purposes from the issuance of the convertible promissory note with debt issue costs paid to or on behalf of the lender of $3,000. Any amount of the principal or interest which is not paid when due shall bear Interest at the rate of the lower of twenty-two percent (22%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid. The promissory note is due in one year from the date of issuance or February 3, 2022. 2019

~~The~~On ~~lender~~May ~~from~~8, ~~time to time~~2019, ~~and at any time during~~ the ~~period~~Company ~~beginning~~signed ona ~~the~~Securities ~~date~~Purchase ~~which~~Agreement is(“SPA”) ~~one~~with ~~hundred~~an ~~eighty~~Investor ~~(180)~~that ~~days~~provides ~~following~~for the ~~date~~issuance of ~~this~~a 12% convertible promissory note ~~and~~in ~~ending on~~ the ~~later~~principal amount of: ~~(i)~~$150,000. ~~the~~In ~~Maturity~~connection ~~Date~~with ~~and (ii)~~ the ~~date~~issuance of ~~payment of~~ the ~~Default~~promissory ~~Amount~~note, ~~has~~ the ~~right,~~Company atissued ~~its~~a ~~election,~~common tostock ~~convert~~purchase ~~all~~warrant orto ~~part~~purchase of1,500,000 ~~the outstanding and unpaid principal sum and accrued interest into~~ shares of ~~common stock of~~ the Company, ~~subject~~common tostock ~~certain conversion limitations set forth in the convertible promissory note and certain price protection described below,~~ as ~~per~~a ~~the~~commitment ~~conversion~~fee ~~formula:~~to ~~Number of shares receivable upon conversion equals~~ the ~~dollar conversion amount divided by the Conversion Price~~Investor. The ~~Conversion~~warrant ~~Price~~has isan ~~equal~~exercise toprice ~~Sixty Five Percent (65%)~~ of ~~the of the average of the three lowest trades of the Common Stock during the ten (~~$0.10) ~~trading~~per ~~Days~~share ~~immediately~~and ~~preceding~~ a ~~conversion~~term ~~date~~of ~~(“Conversion~~three ~~Price”).~~years ~~The~~through ~~Conversion~~May ~~Price~~8, ~~is subject to “full ratchet” and other customary anti-dilution protections~~2022.

~~The~~On ~~Company~~May ~~evaluated~~8, 2019, the ~~First~~Company ~~Note~~received in$121,750 ~~accordance~~of ~~with~~net ~~ASC~~proceeds ~~480~~for ~~“Distinguishing~~working ~~Liabilities~~capital ~~From~~purposes ~~Equity”~~from ~~because~~ the issuance of a $150,000 face value convertible promissory note ~~(1)~~with ~~embodies~~debt anissue ~~unconditional~~costs ~~obligation,~~paid ~~(2)~~to ~~requires~~or ~~the~~on ~~Company~~behalf toof ~~settle~~ the ~~unconditional~~lender ~~obligation~~of by$28,250. ~~issuing~~The aterms ~~variable~~include ~~number~~interest ofaccrued ~~its~~at ~~common~~12% ~~shares,~~annually and ~~(3)~~the isprincipal ~~based~~and ~~solely~~any onamount aof ~~fixed~~the ~~monetary~~principal ~~amount~~or ~~known~~interest aton ~~inception~~the aspromissory ~~the~~note ~~lender~~which ~~will~~is ~~receive~~not ~~$84,615.~~paid Inwhen ~~accordance~~due ~~with~~shall ~~ASC~~bear ~~480,~~interest at the ~~convertible~~rate ~~promissory~~of ~~note~~the ~~was~~lower ~~recorded~~of astwenty-four ~~stock~~percent ~~settled~~(24%) ~~debt~~per onannum, or the ~~note~~highest ~~issue~~rate ~~date~~permitted ofby ~~January 21~~law, ~~2020,~~from ~~and~~the due date thereof until the ~~Company~~same ~~recorded~~is apaid. ~~$29,615~~The ~~put~~promissory ~~premium~~note ~~liability~~was ~~with~~due anand ~~offset~~payable toon ~~interest~~February ~~expense.~~8, 2020 and is currently in default.

OnThe ~~February~~lender 3,has ~~2021,~~the right at any time after the ~~Company~~effective ~~recorded~~date, ~~debt~~to ~~issue~~convert ~~costs~~all or part of $3the outstanding principal,~~000~~ asaccrued aninterest ~~offset~~and to$750 of conversion fees into shares of common stock of the ~~promissory~~Company, ~~note~~subject to becertain ~~amortized~~conversion ~~over~~limitations set forth in the ~~1-year~~promissory ~~term~~note and ~~the~~certain ~~debt~~price ~~discount~~protection ~~balance~~described ~~was $3~~below,~~000~~ atas ~~April~~per ~~30,~~the ~~2021.~~conversion formula:

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

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

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

~~January~~JULY 31, 2022

NOTE 4 3 – DEBT (CONTINUED)

~~From~~The ~~August~~Company 4,evaluated ~~2021,~~the ~~through~~warrant ~~August~~and ~~10,~~determined ~~2021,~~that ~~the~~there ~~lender~~was ~~elected~~no toembedded ~~convert~~conversion feature as the ~~entire~~warrant ~~$55,000~~contained ofa ~~principal~~set ~~and~~exercise ~~$2,750~~price ofwith ~~accrued~~an ~~interest~~adjustment ~~into~~only 11based upon customary items including stock dividends and splits,~~105~~ subsequent rights offerings,~~164~~ ~~shares~~and ofpro-rata ~~the~~distributions. The Company’s ~~$0.001~~calculated ~~par~~the relative fair value ~~common~~between ~~stock.~~the ~~See~~note ~~Note~~and 4the –warrant ~~Stock.~~on Asthe aissue ~~result~~date ofutilizing the ~~conversion~~Black ofScholes Pricing Model for the ~~entire~~warrant. ~~principal~~As ~~balance~~a result, the ~~remaining~~Company ~~debt~~allocated ~~discount~~$24,960 ~~balance~~to ofthe ~~$1,537~~warrant ~~was~~and ~~amortized~~recorded as debt discount with an offset to ~~interest~~additional ~~expense~~paid in ~~the~~capital. ~~accompanying~~The ~~Statement~~warrant ofcalculation ~~Operations~~used ~~for~~ the ~~nine~~following ~~months~~assumptions: ~~ended~~stock ~~January~~price 31$0.02, ~~2022~~warrant exercise price $0.10, ~~Additionally~~expected term of 3 years, expected volatility of 383% and discount rate of 2.38%. As a result of the ~~put~~Company’s ~~premium~~Regulation ~~liability~~A pricing of $290.021 per share on February 8,~~615~~ ~~was~~2022, ~~reclassified~~this astriggered andown ~~offset~~round toprotection ~~additional~~of ~~paid~~the inwarrant ~~capital~~exercise inprice along with the ~~unaudited~~quantity ~~balance~~of ~~sheet~~warrants. ~~effective~~The ~~August~~Company ~~10,~~evaluated ~~2021,~~the change in the ~~date~~warrant values ofin accordance with ASU 2017-11 and determined that the ~~final~~impact ~~conversion~~was immaterial. The warrants expired in May 2022 unexercised.

~~Interest~~As ~~expense~~a ~~recorded~~result inof the ~~accompanying~~Company ~~unaudited~~not ~~Statements~~paying ofthe ~~Operations~~promissory bynote and accrued interest on the ~~Company~~due ~~for~~date of February 8, 2020, the ~~nine~~promissory ~~months~~note ~~ended~~is ~~January~~in default at July 31, 2022 with interest accrued at the default rate of 24%. However, ~~was~~the $1lender has not notified the Company of the default in writing but,~~454~~ the lender has several remedies including calling the principal amount and accrued interest due and payable immediately.

~~Convertible~~Through ~~Unsecured~~July ~~Promissory~~31, ~~Note~~2022 –and ~~March~~April 1730, ~~2021~~2022, the lender had previously converted $11,517 of the principal balance of the promissory note resulting in a balance of $138,483. The Company has performed a periodic revaluation of the conversion option liability using the Binomial Lattice Pricing Model at each of the previous conversion dates and performed a revaluation of the conversion option liability using the Binomial Lattice Pricing Model at April 30, 2022, that resulted in an estimated conversion option liability of $197,508.

OnThe ~~March~~Company ~~17,~~performed ~~2021,~~a ~~the~~revaluation ~~Company~~of ~~signed~~the anconversion ~~SPA~~option ~~with~~liability anusing ~~investor~~the ~~that~~Binomial ~~provides~~Lattice ~~for~~Pricing ~~the~~Model ~~issuance~~at ofJuly a31, ~~10%~~2022, ~~convertible~~that ~~promissory~~resulted ~~note~~ in ~~the~~an ~~aggregate~~estimated ~~principal~~conversion ~~amount~~option liability of $41176,~~000,~~295.The ~~convertible~~Company ~~into~~has ~~shares~~recorded ofa ~~common~~total ~~stock~~gain of ~~the~~$21,213 ~~Company.~~and ~~The Company received~~ $3820,~~000~~736 ~~of net proceeds~~ for ~~working capital purposes from~~ the ~~issuance~~change ofin the ~~convertible~~fair ~~promissory~~value ~~note with debt issue costs paid to or on behalf~~ of ~~the~~conversion ~~lender~~option ~~of $3~~liability,~~000.~~ ~~Any~~recorded ~~amount~~to ofother ~~the~~income ~~principal~~(expense) orin ~~interest which is not paid when due shall bear Interest at~~ the ~~rate~~accompanying ofStatements ~~the lower~~ of ~~twenty-two~~Operations ~~percent~~for ~~(22%) per annum, or~~ the ~~highest~~three ~~rate~~months ~~permitted~~ended byJuly ~~law~~31, ~~from~~2022 ~~the~~and ~~due date thereof until the same is paid. The convertible promissory note is due in one (1) year from the date of issuance or March 17~~2021, ~~2022~~respectively.

~~The~~For ~~lender~~the ~~from~~revaluation ~~time~~at toJuly ~~time~~31, ~~and~~2022, atit ~~any~~was ~~time~~estimated ~~during~~with the ~~period beginning on the date which is one hundred eighty (180) days~~ following ~~the date of this convertible promissory note and ending on the later of~~assumptions: (i) the Maturity Date and (ii) the date of payment of the Default Amount, has the right, at its election, to convert all or part of the outstanding and unpaid principal sum and accrued interest into shares of common stock ofprice ~~the Company~~$0.0036, ~~subject to certain~~ conversion ~~limitations set forth in the convertible promissory note and certain~~ price ~~protection described below~~$0.0022, asexpected ~~per~~term ~~the conversion formula: Number~~ of ~~shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price~~0.25 ~~The~~years, ~~Conversion~~expected ~~Price~~volatility isof ~~equal to Sixty Five Percent (65~~184%) ofand ~~the~~discount ofrate ~~the average~~ of ~~the three lowest trades of the Common Stock during the ten (10) trading Days immediately preceding a conversion date (“Conversion Price”)~~2. ~~The Conversion Price is subject to “full ratchet” and other customary anti-dilution protections~~34%.

~~The~~Interest ~~Company~~expense ~~evaluated~~recorded ~~the First Note~~ in ~~accordance with ASC 480 “Distinguishing Liabilities From Equity” because~~ the ~~convertible~~accompanying ~~promissory~~Statements ~~note~~of ~~(1)~~Operations ~~embodies~~by ~~an unconditional obligation, (2) requires~~ the Company tofor ~~settle~~ the ~~unconditional~~three ~~obligation~~months byended ~~issuing~~July a31, ~~variable~~2022 ~~number~~and of2021 ~~its~~was ~~common shares~~$8,494 and ~~(3) is based solely on a fixed monetary amount known at inception as the lender will receive~~ $638,~~077~~494, respectively. InAt ~~accordance~~July ~~with ASC 480~~31, ~~the~~2022 ~~convertible~~and ~~promissory~~April ~~note was recorded as stock settled debt on the note issue date of March 17~~30, ~~2021~~2022, ~~and~~ the Company has recorded a$70,968 and $2262,~~077~~474 ~~put~~of ~~premium~~accrued ~~liability~~interest, ~~with~~respectively anin ~~offset~~the toaccompanying ~~interest~~Balance ~~expense~~Sheets.

OnConvertible ~~March~~Unsecured ~~17,~~Promissory ~~2021,~~Note ~~the~~– ~~Company~~January ~~recorded debt issue costs of $3~~4,~~000~~ as an offset to the promissory note to be amortized over the 1-year term and the debt discount balance was $3,000 at April 30, 2021. During the three months ended July 31, 2021, the Company recorded $1,118 for the amortization of the debt discounts to interest expense and the debt discount balance was $1,882 at July 31, 2021.2022

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

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Table of Contents

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

~~January~~JULY 31, 2022

NOTE 4 3 – DEBT (CONTINUED)

~~From~~The ~~September~~lender ~~17,~~from ~~2021~~time to time, ~~through~~and ~~September~~at ~~27,~~any ~~2021,~~time during the ~~lender~~period ~~elected~~beginning toon ~~convert~~the date which is one hundred eighty (180) days following the ~~entire~~date ~~$41,000~~of this convertible promissory note and ending on the later of: ~~principal~~(i) the Maturity Date and $2(ii) the date of payment of the Default Amount,~~050~~ has the right, at its election, to convert all or part of the outstanding and unpaid principal sum and accrued interest into ~~4,659,872~~ shares of common stock of the Company’s, ~~$0.001~~subject ~~par~~to ~~value~~certain ~~common~~conversion ~~stock.~~limitations ~~See~~set ~~Note~~forth 4in –the ~~Stock.~~convertible Aspromissory anote ~~result~~and ofcertain price protection described below, as per the conversion formula: Number of ~~the~~shares ~~entire~~receivable ~~principal~~upon ~~balance,~~conversion equals the ~~remaining~~dollar ~~debt~~conversion ~~discount~~amount ~~balance~~divided ofby ~~$1,882~~the ~~was~~Conversion ~~amortized~~Price. toThe ~~interest~~Conversion ~~expense~~Price inis ~~the~~equal ~~accompanying~~to ~~Statement~~Sixty Five Percent (65%) of ~~Operations~~the ~~for~~of the ~~nine~~average ~~months~~of ~~ended~~the ~~January~~three ~~31,~~lowest ~~2022.~~trades ~~Additionally,~~of the ~~put~~Common ~~premium~~Stock ~~liability~~during ofthe ~~$22,077~~ten ~~was~~(10) ~~reclassified~~trading asDays animmediately ~~offset~~preceding toa ~~additional~~conversion ~~paid~~date in(“Conversion ~~capital~~Price”). inThe ~~the~~Conversion ~~unaudited~~Price ~~balance~~is ~~sheet~~subject ~~effective~~to ~~September~~“full ~~27,~~ratchet” ~~2021,~~and ~~with~~other ~~the~~customary ~~final~~anti-dilution ~~conversion~~protections.

~~Interest~~The ~~expense~~Company ~~recorded~~evaluated the promissory note in accordance with ASC 480 “Distinguishing Liabilities From Equity” because the ~~accompanying~~convertible ~~unaudited~~promissory ~~Statements~~note of(1) ~~Operations~~embodies byan unconditional obligation, (2) requires the Company ~~for~~to settle the ~~nine~~unconditional ~~months~~obligation ~~ended~~by issuing a variable number of its common shares, and (3) is based solely on a fixed monetary amount known at inception as the lender will receive $84,615. In accordance with ASC 480, the convertible promissory note was recorded as stock settled debt on the note issue date of January 314, 2022, ~~was~~recorded as a $129,~~549.~~615 put premium liability with an offset to interest expense.

~~Convertible~~On ~~Unsecured~~January ~~Promissory~~4, ~~Note~~2022, –the ~~May~~Company recorded debt issue costs of $3,000 ~~2021~~as an offset to the promissory note to be amortized over the 1-year term. During the year ended April 30, 2022, the Company recorded $954 for the amortization of the debt discounts to interest expense and the debt discount balance was $2,046 at April 30, 2022.

OnFrom ~~May~~June 329, ~~2021,~~2022 ~~the~~through ~~Company~~July ~~signed~~11, an2022, ~~SPA~~the ~~with~~lender anelected ~~investor~~to ~~that~~convert ~~provides for~~ the ~~issuance~~entire $55,000 of ~~a 10% convertible promissory note in~~ the ~~aggregate~~ principal amount ofand $482,~~000,~~200 ~~convertible~~of ~~into~~accrued ~~shares~~interest ofinto ~~common~~4,144,927 ~~stock~~shares of the Company.’s ~~The Company received~~ $~~45,000~~0.001 ofpar ~~net~~value ~~proceeds~~common ~~for~~stock ~~working~~and ~~capital~~as ~~purposes~~a ~~from~~result, the ~~issuance~~principal balance of the ~~convertible~~ promissory note ~~with~~and ~~debt~~accrued ~~issue~~interest ~~costs~~is ~~paid~~$0 toafter ~~or on behalf of~~ the ~~lender of $3,000~~conversion. ~~Any~~As ~~amount~~a result of the ~~principal~~conversion, orthe ~~interest~~Company ~~which~~expensed isdebt ~~not~~issue ~~paid~~costs ~~when~~to ~~due~~interest ~~shall~~expense ~~bear~~in ~~Interest at~~ the ~~rate~~amount of ~~the lower of twenty-two percent (22%) per annum~~$2,046 orand the ~~highest~~debt ~~rate~~issue ~~permitted~~costs bybalance ~~law, from the due date thereof until the same~~ is ~~paid.~~$0 ~~The~~after ~~convertible promissory note is due in one (1) year from~~ the ~~date of issuance or May 3, 2022~~conversion.

~~The~~Interest ~~lender~~expense recorded ~~from~~in ~~time to time, and at any time during~~ the ~~period~~accompanying ~~beginning~~Statement ~~on the date which is one hundred eighty (180) days following the date~~ of ~~this~~Operations ~~convertible~~by ~~promissory note and ending on~~ the ~~later~~Company ~~of:~~for ~~(i)~~ the ~~Maturity~~three ~~Date~~months ~~and~~ended ~~(ii)~~July ~~the date of payment of the Default Amount~~31, ~~has the right~~2022, atwas its election, to convert all or part of the outstanding and unpaid principal sum and accrued interest into shares of common stock of the Company, subject to certain conversion limitations set forth in the convertible promissory note and certain price protection described below, as per the conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price$802. The Conversion Price is equal to Sixty Percent (60%) of the of the average of the two lowest trades of the Common Stock during the fifteen (15) trading Days immediately preceding a conversion date (“Conversion Price”). The Conversion Price is subject to “full ratchet” and other customary anti-dilution protections.

~~The~~Convertible ~~Company~~Unsecured ~~evaluated~~Promissory ~~the~~Note ~~promissory~~– ~~note~~June ~~in accordance with ASC 480 “Distinguishing Liabilities From Equity” because the convertible promissory note (1) embodies an unconditional obligation~~29, (2) requires the Company to settle the unconditional obligation by issuing a variable number of its common shares, and (3) is based solely on a fixed monetary amount known at inception as the lender will receive $80,000. In accordance with ASC 480, the convertible promissory note was recorded as stock settled debt on the note issue date of May 3, 2021, recorded as a 32,000 put premium liability with an offset to interest expense.2022

On ~~May~~June 329, ~~2021~~2022, the Company ~~recorded~~signed ~~debt~~an ~~issue~~SPA ~~costs~~with an investor that provides for the issuance of an 8% convertible promissory note in the aggregate principal amount of $355,000, asconvertible aninto ~~offset~~shares toof common stock of the Company. The Company received $52,000 of net proceeds for working capital purposes from the issuance of the convertible promissory note with debt issue costs paid to beor ~~amortized~~on ~~over~~behalf of the ~~1-year~~lender ~~term~~of $3,000. ~~During~~Any amount of the ~~six~~principal ~~months~~or ~~ended~~interest ~~October~~which ~~31,~~is ~~2021~~not paid when due shall bear Interest at the rate of the lower of twenty-two percent( 22%) per annum, or the ~~Company~~highest ~~recorded~~rate $1permitted by law,~~487~~ ~~for~~from the ~~amortization~~due ofdate thereof until the ~~debt~~same ~~discounts~~is topaid. ~~interest~~The ~~expense~~convertible ~~and~~promissory ~~the~~note ~~debt~~is ~~discount~~due ~~balance~~in ~~was~~one $(1~~,513~~) atyear ~~October~~from 31the date of issuance or June 29, ~~2021~~2023.

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Table of Contents

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

~~January~~JULY 31, 2022

NOTE 4 3 – DEBT (CONTINUED)

OnThe ~~November~~lender 4,from ~~2021~~time to time, and at any time during the ~~lender~~period ~~elected~~beginning toon ~~convert~~the date which is one hundred eighty (180) days following the ~~entire~~date ~~$48,000~~of this convertible promissory note and ending on the later of: ~~principal~~(i) the Maturity Date and $2(ii) the date of payment of the Default Amount,~~400~~ has the right, at its election, to convert all or part of the outstanding and unpaid principal sum and accrued interest into ~~7,098,592~~ shares of common stock of the Company’s, ~~$0.001~~subject ~~par~~to ~~value~~certain ~~common~~conversion ~~stock.~~limitations ~~See~~set ~~Note~~forth 4in –the ~~Stock.~~convertible Aspromissory anote ~~result~~and ofcertain price protection described below, as per the conversion formula: Number of ~~the~~shares ~~entire~~receivable ~~principal~~upon ~~balance,~~conversion equals the ~~remaining~~dollar ~~debt~~conversion ~~discount~~amount ~~balance~~divided ofby ~~$1,513~~the ~~was~~Conversion ~~amortized~~Price. toThe ~~interest~~Conversion ~~expense~~Price inis ~~the~~equal ~~accompanying~~to ~~Statement~~Sixty Five Percent (65%) of ~~Operations~~the ~~for~~of the ~~nine~~average ~~months~~of ~~ended~~the ~~January~~three ~~31,~~lowest ~~2022.~~trades ~~Additionally,~~of the ~~put~~Common ~~premium~~Stock ~~liability~~during ofthe ~~$32,000~~ten ~~was~~(10) ~~reclassified~~trading asDays animmediately ~~offset~~preceding toa ~~additional~~conversion ~~paid~~date in(“Conversion ~~capital~~Price”). inThe ~~the~~Conversion ~~unaudited~~Price ~~balance~~is ~~sheet~~subject ~~effective~~to ~~November~~“full 4,ratchet” ~~2021,~~and ~~with~~other ~~the~~customary ~~conversion~~anti-dilution protections.

~~Interest~~The ~~expense~~Company ~~recorded~~evaluated the promissory note in accordance with ASC 480 “Distinguishing Liabilities From Equity” because the ~~accompanying~~convertible ~~unaudited~~promissory ~~Statements~~note of(1) ~~Operations~~embodies byan unconditional obligation, (2) requires the Company ~~for~~to settle the ~~nine~~unconditional ~~months~~obligation ~~ended~~by ~~January~~issuing 31a variable number of its common shares, and (3) is based solely on a fixed monetary amount known at inception as the lender will receive $84,615. In accordance with ASC 480, the convertible promissory note will be recorded as stock settled debt on the note issue date of June 29, 2022, ~~was~~recorded as a $229,~~400.~~615 put premium liability with an offset to interest expense.

~~Convertible~~On ~~Unsecured~~June ~~Promissory~~29, ~~Note~~2022, –the ~~June~~Company 7recorded debt issue costs of $3,000 ~~2021~~as an offset to the promissory note to be amortized over the 1-year term. During the three months ended July 31, 2022, the Company recorded $263 for the amortization of the debt discount to interest expense and the debt discount balance was $2,737 at July 31, 2022.

OnFor ~~June 7, 2021,~~ the ~~Company~~three ~~signed~~months anended ~~SPA~~July ~~with~~31, ~~an investor that provides for the issuance of a 10% convertible promissory note in the aggregate principal amount of $53~~2022,~~000,~~ ~~convertible into shares of common stock of~~ the Company. ~~The~~recorded ~~Company received~~ $501,~~000~~173 of ~~net~~interest ~~proceeds~~expense ~~for~~in ~~working capital purposes from~~ the ~~issuance~~accompanying ofStatements ~~the convertible promissory note with debt issue costs paid to or on behalf~~ of ~~the~~Operations ~~lender~~and ~~of $3,000. Any amount of the principal or interest which is not paid when due shall bear Interest~~ at ~~the~~July ~~rate~~31, ~~of the lower of twenty-two percent (22%) per annum~~2022, or the ~~highest~~Company ~~rate~~has ~~permitted~~recorded ~~by law~~$1,173 ~~from~~as ~~the~~accrued ~~due~~interest ~~date thereof until the same is paid. The convertible promissory note is due~~ in ~~one (1) year from~~ the ~~date~~accompanying ofBalance ~~issuance or June 7, 2022~~Sheets.

~~The~~Convertible ~~lender~~Unsecured ~~from~~Promissory ~~time~~Note to– ~~time,~~July and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this convertible promissory note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount13, has the right, at its election, to convert all or part of the outstanding and unpaid principal sum and accrued interest into shares of common stock of the Company, subject to certain conversion limitations set forth in the convertible promissory note and certain price protection described below, as per the conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. The Conversion Price is equal to Sixty Percent (60%) of the of the average of the two lowest trades of the Common Stock during the fifteen (15) trading Days immediately preceding a conversion date (“Conversion Price”). The Conversion Price is subject to “full ratchet” and other customary anti-dilution protections.2022

~~The~~On ~~Company~~July ~~evaluated~~13, 2022, the ~~promissory~~Company ~~note~~signed inan ~~accordance~~SPA with ~~ASC~~an ~~480~~investor ~~“Distinguishing~~that ~~Liabilities~~provides ~~From~~for ~~Equity”~~the ~~because~~issuance ~~the~~of a 10% convertible promissory note ~~(1)~~in ~~embodies~~the anaggregate ~~unconditional~~principal ~~obligation~~amount of $100,000, ~~(2)~~convertible ~~requires~~into ~~the~~shares ~~Company~~of tocommon ~~settle~~stock of the ~~unconditional~~Company. ~~obligation~~Additionally, bythe ~~issuing~~SPA aprovided ~~variable~~for ~~number~~the issuance of ~~its~~five ~~common~~million ~~shares, and~~ (35,000,000) isshares ~~based~~of ~~solely~~the onCompany’s a$0.001 ~~fixed~~par ~~monetary~~value ~~amount~~common ~~known~~stock. atThe ~~inception~~Company asreceived ~~the~~$100,000 ~~lender~~of ~~will~~proceeds ~~receive~~for ~~$88,333.~~working Incapital ~~accordance~~purposes ~~with~~from ~~ASC~~the ~~480,~~issuance of the convertible promissory note. ~~was~~Any ~~recorded~~amount asof ~~stock~~the ~~settled~~principal ~~debt~~or oninterest which is not paid when due shall bear interest at the ~~note~~rate ~~issue~~of ~~date~~the lower of ~~June~~twenty-two 7,percent ~~2021~~(22%) per annum, ~~recorded~~or asthe ahighest ~~$35~~rate permitted by law,~~333~~ ~~put~~from ~~premium~~the ~~liability~~due ~~with~~date anthereof ~~offset~~until tothe ~~interest~~same ~~expense~~is paid. The convertible promissory note is due in six (6) months from the date of issuance or January 13, 2023.

OnThe ~~June~~principal 7,amount ~~2021,~~of the ~~Company~~promissory ~~recorded~~note ~~debt~~may ~~issue~~be ~~costs~~prepaid ofin ~~$3,000~~full assolely anduring ~~offset to~~ the ~~promissory~~dates ~~note~~set toforth bebelow, ~~amortized~~which ~~over~~shall ~~the~~be ~~1-year~~subject ~~term.~~to ~~During~~ the ~~six~~following ~~months~~upward ~~ended October 31~~adjustments, ~~2021,~~subject to the ~~Company~~payment ~~recorded~~period ~~$1,200~~upon ~~for~~which the ~~amortization~~date ofall ~~the~~amounts ~~debt~~hereunder ~~discounts~~are topaid ~~interest~~in ~~expense~~full ~~and~~by the ~~debt~~Borrower ~~discount balance was $1~~occurs,~~800~~ atas ~~October 31, 2021.~~follows:

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

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Table of Contents

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

~~January~~JULY 31, 2022

NOTE 4 3 – DEBT (CONTINUED)

OnSubsequent ~~December~~to 9,45 ~~2021,~~days ~~the~~after ~~lender elected to convert~~ the ~~entire~~Issue ~~$53~~Date,~~000~~ ~~of principal and $2,650 of accrued interest into 9,594,828 shares of~~ the Company’s ~~$0.001~~has ~~par~~no ~~value~~right ~~common~~or ~~stock.~~option ~~See~~to ~~Note~~prepay ~~4 – Stock. As a result of~~ the ~~conversion of the entire~~ principal ~~balance, the remaining debt discount balance of $1,800 was amortized to interest expense in the accompanying Statement of Operations for the nine months ended January 31, 2022~~amount. ~~Additionally, the put premium liability of $35,333 was reclassified as an offset to additional paid in capital in the unaudited balance sheet effective December 9, 2021, with the conversion.~~

~~Interest~~The ~~expense~~lender ~~recorded~~from intime to time, and at any time during the ~~accompanying~~period ~~unaudited~~beginning ~~Statements~~on the date which is forty five (45) days following the date of ~~Operations~~this byconvertible promissory note and ending on the ~~Company~~later ~~for~~of: (i) the ~~nine~~Maturity ~~months~~Date ~~ended~~and ~~January~~(ii) 31the date of payment of the Default Amount, ~~2022~~has the right, ~~was~~at $2its election,~~650~~ to convert all or part of the outstanding and unpaid principal sum and accrued interest into shares of common stock of the Company, subject to certain conversion limitations set forth in the convertible promissory note and certain price protection described below, as per the conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. The Conversion Price is equal to Sixty Percent (50%) of the of the lowest trading price of the Common Stock during the twenty (20) trading Days immediately preceding a conversion date (“Conversion Price”). The Conversion Price is subject to “full ratchet” and other customary anti-dilution protections.

~~Convertible~~Per ~~Unsecured~~an amendment to the Promissory ~~Note~~note, –so ~~January~~long 4as the Company shall have any obligation under the promissory note, ~~2022~~the Company shall use fifty percent (50%) of the proceeds generated through any equity line of credit or similar equity purchase facility to pay amounts due hereunder within five (5) business days of receipt of such proceeds. Additionally, per an amendment, so long as the Company shall have any obligation under the promissory note, the Company shall immediately take all action necessary to effect a reverse stock split of its Common Stock, with a reverse stock split ratio of at least 10:1 (10 outstanding shares of Common Stock being converted into 1 share of Common Stock in the reverse stock split), if the Trading Price (as defined below) for the Common Stock is below $0.001/share for more than 10 trading days, which action shall include filing a corporate action notification with FINRA within 3 days thereof.

OnThe ~~January~~Company 4,evaluated ~~2022,~~ the ~~Company~~promissory ~~signed~~note anin ~~SPA~~accordance with anASC ~~investor~~480 ~~that~~“Distinguishing ~~provides~~Liabilities ~~for~~From ~~the~~Equity” ~~issuance~~because ofthe ~~a 8%~~ convertible promissory note in(1) ~~the~~embodies ~~aggregate~~an ~~principal~~unconditional ~~amount of $55~~obligation,~~000,~~ ~~convertible~~(2) ~~into~~requires ~~shares of common stock of~~ the Company. ~~The~~to ~~Company~~settle ~~received~~the ~~$52,000~~unconditional ofobligation ~~net~~by ~~proceeds~~issuing ~~for~~a ~~working~~variable ~~capital~~number ~~purposes~~of ~~from~~its ~~the~~common ~~issuance~~shares, ofand ~~the~~(3) ~~convertible~~is ~~promissory~~based ~~note~~solely ~~with~~on ~~debt~~a ~~issue~~fixed ~~costs~~monetary ~~paid~~amount toknown orat oninception ~~behalf~~as of the lender ofwill receive $3200,000. ~~Any~~In ~~amount~~accordance ofwith ~~the~~ASC ~~principal~~480, orthe ~~interest~~convertible ~~which~~promissory isnote ~~not~~was ~~paid~~recorded ~~when~~as ~~due~~stock ~~shall~~settled ~~bear~~debt ~~Interest~~on at the ~~rate~~note ofissue ~~the~~date ~~lower~~ of ~~twenty-two~~July ~~percent~~13, ~~(22%) per annum~~2022, oras ~~the~~a ~~highest rate permitted by law~~$100,000 ~~from~~put ~~the~~premium ~~due~~liability ~~date~~with ~~thereof~~an ~~until~~offset ~~the~~to ~~same~~interest ~~is paid~~expense. ~~The convertible promissory note is due in one (1) year from the date of issuance or January 4, 2023.~~

The ~~lender~~Company ~~from~~evaluated ~~time~~the ~~to time~~5,000,000 ~~and~~shares atof ~~any~~stock ~~time~~issued ~~during~~and ~~the~~calculated ~~period beginning on~~ the ~~date~~relative ~~which~~fair isvalue ~~one~~between ~~hundred eighty (180) days following~~ the ~~date of this convertible promissory~~ note and ~~ending on~~ the ~~later~~stock ~~of:~~on ~~(i)~~ the ~~Maturity~~issue ~~Date~~date ~~and~~utilizing ~~(ii)~~ the ~~date~~$0.0215 oftrading ~~payment~~price of the ~~Default~~stock ~~Amount,~~on ~~has~~July ~~the right~~13, ~~at its election~~2022, ~~to convert all or part of~~ the ~~outstanding~~date ~~and unpaid principal sum and accrued interest into shares~~ of ~~common~~issuance. ~~stock~~As ofa result, the Company, ~~subject~~allocated to$51,807 ~~certain~~(the ~~conversion~~relative ~~limitations~~fair ~~set~~value) ~~forth~~to in the ~~convertible~~stock which ~~promissory~~was ~~note~~recorded ~~and certain price protection described below,~~ as ~~per~~a ~~the~~debt ~~conversion~~discount ~~formula:~~with ~~Number~~an ofoffset ~~shares~~to ~~receivable~~additional ~~upon~~paid ~~conversion~~in ~~equals~~capital. ~~the~~The ~~dollar~~debt ~~conversion~~discount ~~amount~~for ~~divided by~~ the ~~Conversion~~stock ~~Price. The Conversion Price~~ is ~~equal~~being toamortized ~~Sixty~~over ~~Five Percent (65%) of~~ the ofsix-month ~~the~~term ~~average~~ of the ~~three lowest trades of the Common Stock during the ten (10) trading Days immediately preceding a conversion date (“Conversion Price”)~~Note. ~~The Conversion Price is subject to “full ratchet” and other customary anti-dilution protections.~~

~~The~~During ~~Company evaluated~~ the ~~promissory~~three ~~note~~months inended ~~accordance~~July ~~with~~31, ~~ASC 480 “Distinguishing Liabilities From Equity” because the convertible promissory note (1) embodies an unconditional obligation~~2022, ~~(2) requires~~ the Company torecorded ~~settle the unconditional obligation by issuing a variable number of its common shares~~$2,555 ~~and~~for ~~(3) is based solely on a fixed monetary amount known at inception as~~ the ~~lender~~amortization ~~will~~of ~~receive $84,615. In accordance with ASC 480,~~ the ~~convertible promissory note was recorded as~~ stock ~~settled~~ debt ondiscounts ~~the~~to ~~note~~interest ~~issue~~expense ~~date~~and ofthe ~~January~~debt 4,discount ~~2022,~~balance ~~recorded~~was ~~as a~~ $2949,~~615~~252 ~~put~~at ~~premium~~July ~~liability~~31, ~~with an offset to interest expense~~2022.

OnFor ~~January~~the 4three months ended July 31, 2022, the Company recorded ~~debt issue costs of~~ $31,~~000~~200 asof aninterest ~~offset~~expense toin the ~~promissory~~accompanying ~~note~~Statements toof beOperations ~~amortized~~and ~~over~~at ~~the~~July ~~1-year term. During the nine months ended January~~ 31, 2022, the Company has recorded $~~222~~1,200 ~~for~~as ~~the~~accrued ~~amortization of the debt discounts to~~ interest ~~expense~~in ~~and~~ the ~~debt~~accompanying ~~discount~~Balance ~~balance was $2,778 at January 31, 2022~~Sheets.

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Table of Contents

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

~~January~~JULY 31, 2022

NOTE 4 3 – DEBT (CONTINUED)

~~Interest~~Convertible ~~expense~~Unsecured ~~recorded~~Promissory inNote ~~the~~– ~~accompanying~~July ~~unaudited Statements of Operations by the Company for the nine months ended January 31~~15, 2022~~, was $325.~~

	January 31, 2022			April 30, 2021
Convertible Secured Note Payable:
May 17, 2018 - Principal and interest at 8% due May 17, 2019. IN DEFAULT with interest recorded at default rate of 18%.	$	16,802		$	80,000
November 24, 2021 – Principal and interest at 12% due November 24, 2022.		315,000			-
Plus: put premium		11,201			53,333
Less: debt discount		(164,515	)		-
Total Convertible Secured Notes Payable	$	178,488		$	133,333

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

~~Convertible~~The ~~Secured~~lender ~~Note~~from ~~Payable~~time –to ~~May~~time, 9and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this convertible promissory note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, ~~2016~~has the right, at its election, to convert all or part of the outstanding and unpaid principal sum and accrued interest into shares of common stock of the Company, subject to certain conversion limitations set forth in the convertible promissory note and certain price protection described below, as per the conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. The Conversion Price is equal to Sixty Five Percent (65%) of the of the average of the three lowest trades of the Common Stock during the ten (10) trading Days immediately preceding a conversion date (“Conversion Price”). The Conversion Price is subject to “full ratchet” and other customary anti-dilution protections.

AtThe ~~January~~Company ~~31,~~evaluated ~~2022,~~the ~~and~~promissory ~~April~~note ~~30,~~in ~~2021~~accordance with ASC 480 “Distinguishing Liabilities From Equity” because the convertible promissory note (1) embodies an unconditional obligation, (2) requires the Company ~~has~~to settle the unconditional obligation by issuing a ~~remaining~~variable ~~balance~~number of $0its ~~from~~common anshares, ~~original~~and ~~$550,000~~(3) ~~face~~is ~~value~~based ~~convertible~~solely ~~secured~~on ~~promissory~~a ~~note~~fixed ~~dated~~monetary ~~March~~amount ~~16,~~known ~~2016.~~at ~~The~~inception ~~Company~~as ~~has~~the ~~recorded~~lender will receive $7681,~~367~~538. atIn ~~January~~accordance ~~31,~~with ~~2022~~ASC 480, ~~and~~the ~~April~~convertible ~~30,~~promissory ~~2021,~~note ofwill ~~accrued~~be ~~interest~~recorded as stock settled debt on the ~~promissory~~ note inissue ~~the~~date ~~accompanying~~of ~~Balance~~July ~~Sheets.~~15, 2022, recorded as a $28,538 put premium liability with an offset to interest expense.

~~Convertible~~On ~~Secured~~July ~~Note~~15, ~~Payable~~2022, –the ~~May~~Company recorded 17debt issue costs of $3,000 ~~2018~~as an offset to the promissory note to be amortized over the 1-year term. During the three months ended July 31, 2022, the Company recorded $132 for the amortization of the debt discount to interest expense and the debt discount balance was $2,868 at July 31, 2022.

AtFor ~~January~~the three months ended July 31, 2022, the Company ~~has~~ recorded $~~16,802~~565 ~~from the issuance~~ of ~~an original $80,000 convertible secured promissory note dated May 17, 2018, with terms including~~ interest ~~accrued~~expense atin ~~10% annually and~~ the ~~principal~~accompanying ~~and~~Statements ~~interest~~of ~~payable~~Operations ~~on May 17, 2019. The promissory note balance at April 30, 2021, was $80,000~~ and ~~is in default~~ at ~~January~~July 31, 2022~~. However~~, the ~~lender has not notified the~~ Company ~~of the default in writing but, the lender~~ has ~~several~~recorded ~~remedies~~$565 ~~including~~as ~~calling the principal amount and~~ accrued interest ~~due~~in ~~and~~the ~~payable~~accompanying ~~immediately.~~Balance ~~The promissory note includes customary affirmative and negative covenants of the Company~~Sheets.

On August 5, 2021, the Company repaid $50,000 of principal to the lender and as a result, the principal balance of the promissory note was $30,000.

On August 10, 2021, the lender elected to convert $5,998 of the principal amount of the promissory note into 2,498,971 shares of the Company’s $0.001 par value common stock. As a result, the principal balance of the promissory note was $24,002 at October 31, 2021. See Note 4 – Stock.

On January 28, 2022, the lender elected to convert $7,200 of the principal amount of the promissory note into 1,000,000 shares of the Company’s $0.001 par value common stock. As a result, the principal balance of the promissory note is $16,802 at January 31, 2022. See Note 4 – Stock.

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Table of Contents

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

~~January~~JULY 31, 2022

NOTE 4 3 – DEBT (CONTINUED)

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

	July 31, 2022			April 30, 2022
Convertible Secured Promissory Notes:

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

November 24, 2021 – Principal and interest at 12% due November 24, 2022.		136,744			315,000

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

May 23, 2022 – Principal and Interest at 12% due May 23, 2023		560,000			-

Plus: put premium		11,201			11,201

Less: debt discount		(599,386	)		(473,618	)

Total Convertible Secured Notes Payable	$	685,361		$	429,385

AsConvertible aSecured ~~result~~Promissory ofNote ~~the~~– ~~payment~~May ~~and the two conversions described above~~9, ~~the Company reclassified $42,132 of the put premium liability to additional paid in capital and as a result, the put premium liability balance is $11,201 at January 31, 2022.~~2016

~~During~~At ~~the~~July ~~nine months ended January~~ 31, 2022, and ~~2021~~April 30, 2022, the Company ~~recorded~~has a remaining balance of $~~5,950~~0 ~~and~~from an original $10550,~~889~~000 offace ~~interest~~value ~~expense~~convertible insecured ~~the~~promissory ~~accompanying~~note ~~unaudited~~dated ~~Statements~~March of16, ~~Operations~~2016. ~~and~~The Company has recorded $76,367 at ~~January~~July 31, 2022 and April 30, ~~2021,~~2022 ~~$44,069 and $38,119~~ of accrued interest ~~was~~on ~~recorded~~the promissory note in the accompanying Balance Sheets.

Convertible Secured Promissory Note ~~Payable~~ – ~~initial~~May ~~tranche August 3~~17, ~~2021, second tranche September 15, 2021, and third tranche November 5, 2021.~~ 2018

OnAt ~~August~~July 331, ~~2021~~2022 and April 30, 2022, the Company ~~signed~~has anrecorded ~~SPA~~$16,802 ~~and~~owed afrom ~~Senior~~the ~~Secured~~issuance ~~Convertible~~of ~~Note~~an ~~(the~~original ~~“Note”)~~$80,000 inconvertible ~~the~~secured ~~aggregate~~promissory ~~principal~~note ~~amount~~dated ofMay up17, ~~to $750~~2018,~~000~~ with anterms ~~original~~including ~~issue~~interest ~~discount~~accrued ofat 10% ~~OID. There~~annually ~~was~~and anthe ~~initial~~principal ~~tranche~~and ofinterest ~~$130,000~~payable on ~~the~~May ~~date~~17, of2019. ~~the~~The ~~Note,~~promissory anote ~~second~~at ~~tranche~~July ~~of $27~~31,~~500~~ on2022 ~~September~~and ~~15,~~April ~~2021~~30, ~~and~~2022 ais ~~third~~in ~~tranche~~default. ~~of $27~~However,~~500~~ onthe ~~November~~lender 5,has ~~2021. The~~not ~~$185,000~~notified ~~total~~ the Company of the ~~three~~default ~~tranches~~in ~~are~~writing ~~convertible~~but, ~~into~~the ~~shares~~lender ofhas several remedies including calling the ~~Company’s~~principal $0amount and accrued interest due and payable immediately.~~001~~ ~~par~~The ~~value~~promissory ~~common~~note ~~stock~~includes customary affirmative and negative covenants of the Company.

~~Interest~~On onAugust ~~the~~5, ~~Note~~2021, ~~will~~the beCompany ~~incurred~~repaid at$50,000 ~~the rate~~ of ~~12%~~principal ~~per~~to ~~annum~~the ~~guaranteed~~lender and ~~has~~as a ~~maturity~~result, ~~date~~the ~~one~~principal ~~year~~balance ~~from~~of the ~~date~~promissory ofnote ~~each~~was ~~tranche~~$30,000. ~~funded~~On ~~under~~August ~~the~~10, ~~Note.~~2021, In the ~~event~~lender ofelected anto ~~event~~convert ~~of default~~$5,998 ~~interest~~of ~~will be at~~ the ~~rate~~principal amount of ~~twenty~~the ~~percent~~promissory ~~(20%)~~note ~~per~~into ~~annum~~2,498,971 orshares of the ~~highest~~Company’s ~~rate~~$0.001 ~~permitted~~par byvalue ~~law,~~common ~~from~~stock. ~~the~~As ~~due~~a ~~date~~result, ~~thereof~~the ~~until~~principal balance of the ~~same~~promissory isnote ~~paid.~~was $24,002.

The conversion price is a fixed $0.002 per share and conversion is not permitted for a minimum of six (6) months from the closing of each financing draw and pursuant to each draw, the Company will ensure that common stock is reserved for issuance on a one-to-one basis. If an Event of Default exists at any time after the Issue Date hereof, but prior to the Conversion Date has existed, the Conversion Price shall be the lesser of (i) $0.001 per share or (ii) seventy percent (70%) of the lowest trading price of the Common Stock during the ten (10) consecutive trading days including and immediately preceding the Conversion Date.

The Company received $150,100 of net proceeds from the issuance of the three tranches of the Note after payment of $18,000 for the OID and $16,900 of debt issuance costs. The Company will have the option to prepay prior to maturity at 105% of the then outstanding Note principal and accrued interest.

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Table of Contents

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

~~January~~JULY 31, 2022

NOTE 4 3 – DEBT (CONTINUED)

~~The~~On ~~Company~~January ~~evaluated~~28, 2022, the ~~three~~lender ~~tranches~~elected into ~~accordance~~convert ~~with~~$7,200 ~~ASU~~of ~~2020-06~~the ~~“Debt—Debt~~principal ~~with~~amount ~~Conversion~~of ~~and Other Options” and determined that~~ the ~~conversion~~promissory ~~price~~note isinto ~~at a fixed rate. Further~~1,000,000 ~~due~~shares toof the ~~adoption~~Company’s of$0.001 ~~ASU~~par ~~2020-06,~~value nocommon ~~beneficial conversion feature was recorded~~stock. As a result, on the ~~dates~~principal balance of ~~each tranche,~~ the ~~Company~~promissory ~~recorded~~note is $~~185~~16,~~000~~802 asat ~~the~~July ~~liability with offsets of $18~~31,~~000~~ ~~for~~2022 ~~the OID~~ and ~~$16,900~~April ~~of debt issue costs~~30, ~~both are being amortized to interest expense over the one-year term of the tranches under the Note~~2022.

~~Effective~~The ~~December~~Company evaluated the promissory note in accordance with ASC 480 “Distinguishing Liabilities From Equity” because the promissory note (1) embodies an unconditional obligation and (2,) ~~2021,~~requires the Company ~~prepaid~~to settle the ~~three~~unconditional ~~tranches~~obligation ~~principal~~by issuing a variable number of ~~$185~~its common shares,~~000~~ ~~from~~and ~~the~~(3) ~~proceeds~~is ofbased on a ~~$315,000~~monetary ~~convertible~~amount ~~secured~~known ~~promissory~~as ~~note~~the ~~dated~~lender ~~November~~will 24receive $133,333 ~~2021~~($80,000 –principal ~~see~~divided ~~discussion~~by ~~below~~the Conversion Price). In ~~total~~accordance with ASC 480, the ~~Company~~promissory ~~paid~~note has been classified as stock settled debt and the ~~lender~~Company recorded a $~~217~~53,~~560~~333 ~~representing~~put ~~(1)~~premium ~~$185,000~~liability. ofEffective ~~principal~~May 17, ~~(2) $22~~2019,~~200~~ ofthe ~~guaranteed~~Company is accruing interest ~~and~~at ~~(3)~~the ~~$10,360~~default ~~representing~~rate aof 5eighteen percent (18%) ~~prepayment~~per ofannum from the ~~outstanding~~due ~~principal~~date ~~and~~thereof ~~interest~~until paid.

As a result of the payment, and the ~~Company~~two ~~recorded~~conversions ~~$34,690~~described ~~($18~~above in fiscal 2022,~~000~~ ofthe ~~OID~~Company ~~and~~reclassified $1642,~~690~~132 of ~~debt issue costs) for~~ the ~~amortization~~put ofpremium ~~the~~liability ~~debt~~to ~~discount~~additional topaid ~~interest~~in ~~expense~~capital and isas ~~recorded~~a inresult, the ~~accompanying~~put ~~unaudited~~premium ~~Statement~~liability ofbalance ~~Operations~~is ~~for~~$11,201 ~~the~~at ~~nine~~July ~~months~~31, ~~ended~~2022 ~~January~~and 31April 30, 2022., respectively.

~~Interest~~During ~~expense~~the ~~recorded~~three inmonths ended July 31, 2022, and 2021, the ~~accompanying~~Company ~~unaudited~~recorded ~~Statements~~$762 and $3,630 of ~~Operations~~interest byexpense in the ~~Company~~accompanying ~~for~~Statements ~~the~~of ~~nine~~Operations ~~months~~and ~~ended~~at ~~January~~July 31, 2022 and April 30, ~~was~~2022, $3245,~~560~~568 ~~representing~~and $2244,~~200~~806 of ~~guaranteed~~accrued interest ~~and~~was ~~$10,360~~recorded ~~for~~in the ~~prepayment~~accompanying ~~penalty~~Balance Sheets.

Convertible Secured Promissory Note ~~Payable~~ – November 24, 2021.

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

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

~~The~~As ~~conversion~~a ~~price~~result isof afull ~~fixed~~ratchet protection provided in the Note, the amended conversion price is $0.~~008~~0058 per share and conversion is not permitted for a minimum of six (6) months from the closing date of the Note and the Company will ensure that common stock is reserved for issuance on a 1.5 to 1 basis. If an Event of Default exists at any time after the Issue Date hereof, but prior to the Conversion Date has existed, the Company shall pay to the lender an amount equal to the principal amount then outstanding plus accrued interest (including any default interest) multiplied by 125%.

In relation to the Note, the Company issued the lender two warrants, (1) non-cancellable ~~five~~three (53) year term to acquire 10,000,000 shares of common stock of the Company at an exercise price of $0.035 per share and (2) cancellable five (5) year term to acquire 15,000,000 shares of common stock of the Company at an exercise price of $0.~~035~~030 per share. The 15,000,000 five (5) year warrant is cancellable if the Company repays the Note prior to maturity. ~~See~~ ~~Note~~Additionally, 8the –Company ~~Subsequent~~issued ~~Events~~the lender’s broker representative a warrant with a five (5) year term to acquire 540,000 shares of common stock of the Company at an exercise price of $0.042 per share.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

~~January~~JULY 31, 2022

NOTE 4 3 – DEBT (CONTINUED)

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

The Company evaluated the warrants and determined that there was no embedded conversion feature as the warrants contained a set exercise price with an adjustment only based upon customary items including stock dividends and splits, subsequent rights offerings, and pro rate distributions. The Company calculated the relative fair value between the note and the warrants on the issue date utilizing the Black Scholes Pricing Model for the warrants. As a result, the Company allocated $~~143~~144,~~001~~515 to the warrants which was recorded as a debt discount with an offset to additional paid in capital in the accompanying ~~unaudited~~ financial statements. The warrant ~~calculation~~calculations used the following assumptions: stock price $0.0116, warrant exercise price $0.~~035~~03 to $0.042, expected term of 5 years, expected volatility of 316% and discount rate of 0.06%. The debt discount for the warrant will be amortized over the one-year term of the Note. The warrants have typical anti-dilution protections and as a result of the Company’s recent announcement of its form 1-A Regulation A Offering Statement with the SEC at $0.021 per share, the warrants could trigger an adjustment upward of the number of warrants issued to the lender. See Note 1- Nature of Operations, Basis of Presentation, Going Concern, and Summary of Significant Accounting Policies.

InThe ~~total~~Company received a waiver at April 30, 2022 of a triggered down round protection as a result of the Company’s ~~recorded~~Regulation A pricing of $~~202~~0.021 per share on February 8,~~181~~ 2022. Effective July 29, 2022, a warrant holder provided notice of ~~debt~~a ~~discounts~~cashless onexercise of the ~~date~~warrants at a reduced price of $0.0058 per share, based upon the ~~Note~~Company issuing securities at this price previously – (~~OID~~See Note 5 – Stock). As a result, ~~debt~~this ~~discount~~triggered ~~cost~~down round protection of the warrant exercise price and number of warrants) issued. ~~During~~ The Company evaluated the ~~nine~~change ~~months~~in ~~ended~~accordance ~~January~~with ASU 312017-11, ~~2022~~Subtopic 470-20, ~~the~~Debt—Debt with Conversion and Other Options). The Company ~~recorded~~calculated ~~$37,666~~a ~~for~~deemed dividend related to the ~~amortization~~triggering of the ~~debt~~full ~~discounts~~ratchet toanti-dilution ~~interest~~provision ~~expense~~of ~~and~~ the ~~debt~~warrants ~~discount~~at ~~balance~~incremental fair ~~was~~value in the amount of $~~164~~416,~~515~~049 atwhich was ~~January~~recorded ~~31,~~to ~~2022~~retained earnings with an offset to additional paid in capital. See Note 5 – Stock.

~~Interest~~In ~~expense~~total, ~~recorded in~~ the ~~accompanying~~Company ~~unaudited~~recorded ~~Statements~~$203,695 of ~~Operations~~debt bydiscounts on the ~~Company~~date ~~for~~of the ~~nine~~Note ~~months~~(OID, ~~ended~~debt ~~January~~discount ~~31,~~cost ~~2022,~~and ~~was~~warrants) ~~$7,042.~~and Atthrough ~~January~~April 3130, 2022, the Company ~~has~~ recorded $788,~~042~~495 for the amortization of ~~accrued~~the debt discounts to interest, ~~respectively~~expense inand the ~~accompanying~~debt ~~unaudited~~discount ~~Balance~~balance ~~Sheet~~was $115,200 at April 30, 2022.

~~NOTE~~From 4May 23, 2022 to July 6, 2022, the lender elected to convert $178,257 of the principal amount, $20,083 of accrued interest and a $3,500 of note conversion fees into 34,800,000 shares of the Company’s $0.001 par value common stock and the principal balance of the promissory note is $136,744 after the conversion. As a result of the conversions, the Company adjusted previously recorded debt issue costs to interest expense in the amount of $65,190 and the debt issue costs balance was $50,010 after the conversions. See Note 5 – ~~STOCK~~Stock.

~~Common~~During ~~Stock:~~the three months ended July 31, 2022, the Company recorded $12,605 for the amortization of the debt discounts to interest expense and the debt discount balance is $37,405 at July 31, 2022.

~~The~~Interest ~~Company~~expense isrecorded ~~authorized~~in tothe ~~issue~~accompanying upStatement ~~to 950,000,000 shares~~ of ~~common~~Operations ~~stock~~by ~~at $0.001 par value per share. Effective January 5, 2022,~~ the Company ~~amended its Articles of Incorporation to increase authorized shares from 600,000,000 to 950,000,000. See Note 7 – Commitments and Contingencies~~ for ~~discussion~~the ~~related~~three tomonths ~~authorized~~ended ~~securities.~~July ~~At January~~ 31, 2022, ~~there~~was ~~were 472~~$6,~~208,377 shares issued and 470,708,377 shares outstanding~~100. ~~There~~At ~~are~~July 131,~~500,000~~ ~~shares~~2022 ~~issued to former officers that were terminated prior to their vesting period~~ and ~~excluded~~April ~~from the shares issued at January 31~~30, 2022., ~~Per~~ the ~~employment~~Company ~~agreements,~~has ~~any~~recorded ~~unvested~~$2,275 ~~shares~~(net ~~not~~of ~~yet released to employee shall be returned to Company treasury~~$20,084 and ~~employee~~$16,259 ~~shall~~of beconverted ~~entitled~~accrued tointerest), norespectively ~~compensation~~in ~~for such shares. The Company plans to pursue~~ the ~~return~~accompanying ofBalance ~~the unvested shares~~Sheets.

Effective June 22, 2021, the Company issued 40,000 shares of common stock that were issuable at April 30, 2021.

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Table of Contents

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

~~January~~JULY 31, 2022

NOTE 4 – ~~STOCK~~DEBT (~~Continued~~CONTINUED)

~~Common~~Convertible ~~Stock~~Secured ~~Issued~~Promissory Note – April 18, 2022.

~~Effective~~On ~~May~~April 1918, ~~2021~~2022, the Company ~~granted~~signed ~~16,800,000~~an ~~restricted~~SPA and a Senior Secured Convertible Note (the “Note”) convertible at $0.~~001~~021 ~~par~~per ~~value~~share, ~~common~~in ~~shares~~the toaggregate 14principal ~~key~~amount ~~consultants~~of $560,000 ~~all~~with ofan ~~whom~~original ~~had~~issue ~~made~~discount ~~significant~~of ~~contributions~~10% toOID. ~~the~~The Company ~~over~~received an$468,760 ~~extended~~of ~~period~~net ofproceeds ~~time.~~from ~~All~~the issuance of the ~~common~~Note ~~shares~~after ~~were~~payment ~~vested~~of ~~fully~~$56,000 onfor the ~~grant~~OID ~~date.~~and Of$35,240 ~~the~~of ~~16,800,000~~debt ~~shares,~~issuance ~~15,300,000~~costs. ~~were~~The ~~issued~~Note ~~between~~is ~~June~~convertible ~~22,~~into ~~2021,~~shares ~~and~~of ~~July~~the 2,Company’s ~~2021~~$0.001 ~~The~~par ~~remaining~~value ~~1,500,000~~common ~~shares~~stock. ~~were~~The ~~not~~Company ~~issued~~will ~~because~~have the ~~consultant~~option ~~had~~to ~~not~~prepay ~~been~~prior ~~onboarded~~to ~~and~~maturity ~~signed~~by paying the ~~agreement.~~outstanding ~~The~~principal, 15accrued and unpaid interest and a $1,~~300,000~~750 ~~vested~~administrative ~~shares~~fee. ofInterest ~~common~~on ~~stock~~the ~~were~~Note ~~valued~~will be incurred at ~~$0.0125~~the rate of 12% per ~~share,~~annum and the ~~quoted~~Note ~~market~~has ~~price~~a onmaturity date one year from the date of ~~grant~~the ~~and~~Note or April 18, 2023. In the ~~Company~~event ~~recorded~~of ~~$191~~an event of default,~~250~~ interest will be at the rate of ~~stock~~sixteen ~~compensation~~percent ~~expense~~(16%) inper annum, or the ~~accompanying~~highest ~~unaudited~~rate ~~Statement~~permitted ofby ~~Operations~~law, onfrom the ~~grant~~due date ofthereof ~~May~~until ~~19,~~the ~~2021~~same is paid.

~~From~~As ~~August~~a 4,result ~~2021,~~of ~~through~~full ~~August~~ratchet ~~10,~~protection ~~2021~~provided in the Note, the ~~lender~~amended ofconversion aprice is $~~55,000~~0.0058 ~~convertible~~per ~~unsecured~~share ~~promissory~~and ~~note~~conversion ~~elected~~is tonot ~~convert~~permitted for a minimum of six (6) months from the ~~entire~~closing ~~principal~~date ~~amount~~of the Note and ~~$2,750~~the Company will ensure that common stock is reserved for issuance on a 1.5 to 1 basis. If an Event of ~~accrued~~Default ~~interest~~exists ~~into~~at 11any time after the Issue Date hereof,~~105,664~~ ~~shares~~but ofprior to the Conversion Date has existed, the Company’s ~~$0.001~~shall ~~par~~pay ~~value~~to ~~common~~the ~~stock.~~lender ~~See~~an ~~Note~~amount 3equal –to ~~Debt~~the principal amount then outstanding plus accrued interest (including any default interest) multiplied by 125%.

OnIn ~~August~~relation ~~10,~~to ~~2021~~the Note, the ~~lender~~Company ofissued anthe ~~original~~lender ~~$80~~two warrants,~~000~~ ~~convertible~~(1) ~~secured~~non-cancellable ~~promissory~~three ~~note~~(3) ~~elected~~year term to ~~convert~~acquire $513,~~998~~350,000 shares of common stock of the ~~principal~~Company ~~amount~~at ~~into~~an exercise price of $0.025 per share and (2) cancellable five (5) year term to acquire 13,~~498~~350,~~971~~000 shares of common stock of the Company’s at an exercise price of $0.~~001~~035 ~~par~~per ~~value~~share. ~~common~~The ~~stock.~~13,350,000 ~~See~~five (5) year warrant is cancellable if the Company repays the Note prior to maturity. Additionally, the Company issued the lender’s broker representative a warrant with a three (3) –year ~~Debt~~term to acquire 1,008,000 shares of common stock of the Company at an exercise price of $0.025 per share.

~~From~~The ~~September~~Company ~~17,~~evaluated ~~2021~~the Note in accordance with ASU 2020-06 ASU 2020-06 “Debt—Debt with Conversion and Other Options” and determined that the conversion price is at a fixed rate. Further, ~~through~~due ~~September~~to 27the adoption of ASU 2020-06, ~~2021~~no beneficial conversion feature was recorded. As a result, on the ~~lender~~Note date of aApril 18, 2022, the Company recorded $41560,000 ~~convertible~~as ~~unsecured~~the ~~promissory~~liability ~~note~~for ~~elected~~the toNote ~~convert~~with ~~the~~offsets ~~entire~~of ~~principal~~$56,000 ~~amount~~for the OID and $235,~~050~~240 of ~~accrued~~debt ~~interest~~issue ~~into 4~~costs,~~659,872~~ ~~shares~~both ofare ~~the~~being ~~Company’s~~amortized ~~$0.001~~to ~~par~~interest ~~value~~expense ~~common~~over ~~stock.~~the ~~See~~one-year ~~Note~~term 3of –the ~~Debt~~Note.

OnThe ~~November~~Company 4evaluated the warrants and determined that there was no embedded conversion feature as the warrants contained a set exercise price with an adjustment only based upon customary items including stock dividends and splits, ~~2021~~subsequent rights offerings, and pro rate distributions. The Company calculated the ~~lender~~relative offair value between the note and the warrants on the issue date utilizing the Black Scholes Pricing Model for the warrants. As a result, the Company allocated $48279,~~000~~362 ~~convertible~~to ~~unsecured~~the ~~promissory~~warrants which ~~note~~was ~~elected~~recorded as a debt discount with an offset to ~~convert~~additional paid in capital in the ~~entire~~accompanying ~~principal~~financial ~~amount~~statements. ~~and~~The warrant calculations used the following assumptions: (1) 3- year term warrants - stock price $20.0227,~~400~~ ofwarrant ~~accrued~~exercise ~~interest~~price ~~into~~$0.025, 7expected term of 3 years,~~098,592~~ ~~shares~~expected volatility of ~~the~~314% ~~Company’s~~and $discount rate of 0.~~001~~82% ~~par~~and ~~value~~(2) ~~common~~5- year term warrants - stock price $0.0227, ~~See~~warrant ~~Note~~exercise 3price –$0.035, ~~Debt~~expected term of 5 years, expected volatility of 317% and discount rate of 0.82%. The debt discount for the warrants will be amortized over the one-year term of the Note.

On December 9, 2021, the lender of a $53,000 convertible unsecured promissory note elected to convert the entire principal amount and $2,650 of accrued interest into 9,594,828 shares of the Company’s $0.001 par value common stock. See Note 3 – Debt.

On January 13, 2022, the lender of an original $100,000 convertible unsecured promissory note elected to convert $6,170 of the principal and $2,648 of accrued interest into 1,348,348 shares of the Company’s $0.001 par value common stock. See Note 3 – Debt.

On January 28, 2022, the lender of an original $80,000 convertible secured promissory note elected to convert $7,200 of the principal amount into 1,000,000 shares of the Company’s $0.001 par value common stock. See Note 3 – Debt.

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Table of Contents

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

~~January~~JULY 31, 2022

NOTE 4 5 – ~~STOCK~~DEBT ~~BASED COMPENSATION~~(CONTINUED)

~~Stock~~The Company received a waiver at April 30, 2022 of a triggered down round protection as a result of the Company’s Regulation A pricing of $0.021 per share on February 8, 2022. Effective July 29, 2022, a warrant holder provided notice of a cashless exercise of warrants issued with the November 24, 2021 financing, at a reduced price of $0.0058 per share, based upon the Company issuing securities at this price previously. As a result, this triggered down round protection of the warrant exercise price and number of warrants issued. The Company evaluated the change in accordance ASU 2017-11, Subtopic 470-20, Debt—Debt with Conversion and Other Options:). The Company calculated a deemed dividend related to the triggering of the full ratchet anti-dilution provision of the warrants at incremental fair value in the amount of $501,951 which was recorded to retained earnings with an offset to additional paid in capital. See Note 5 – Stock.

~~The~~In ~~following~~total, ~~table~~the ~~summarizes~~Company ~~stock~~recorded ~~option~~$370,602 ~~activity~~of debt discounts on the date of the ~~Company~~Note ~~for~~(OID, debt discount cost and warrants). During the ~~nine~~three months ended ~~January~~July 31, 2022:, the Company recorded $93,412 for the amortization of the debt discounts to interest expense and the debt discount balance was $265,006 at July 31, 2022.

	Stock Options Outstanding
	Number of		Weighted AverageExercise		Weighted Average RemainingContractual		Aggregate Intrinsic
	Options		Price		Life (Years)		Value
Outstanding, April 30, 2021		1,200,000	$	0.05		4.21	$	-
Outstanding, January 31, 2022		1,200,000	$	0.05		2.45	$	-
Exercisable, January 31, 2022		1,200,000	$	0.05		2.45	$	-

Interest expense recorded in the accompanying Statement of Operations by the Company for the three months ended July 31, 2022, was $17,173. At July 31, 2022 and April 30, 2022, the Company has recorded $19,014 and $1,841 of accrued interest, respectively in the accompanying Balance Sheets.

~~Stock~~Convertible ~~Warrants:~~Secured Promissory Note – May 23, 2022.

~~Effective~~On May 1923, ~~2021~~2022, the Company ~~granted~~signed ~~9,150,000~~an ~~warrants~~SPA toand 14a ~~key~~Senior ~~consultants,~~Secured ~~all~~Convertible ofNote ~~whom~~(the ~~had~~“Note”) ~~made~~convertible ~~significant~~at ~~contributions~~$0.021 toper ~~the~~share, ~~Company~~in ~~over~~the anaggregate ~~extended~~principal ~~period~~amount of ~~time.~~$560,000 ~~All~~with ofan ~~the~~original ~~warrants~~issue todiscount ~~purchase~~of ~~shares,~~10% ~~were~~OID. ~~vested~~The ~~fully~~Company onreceived ~~the~~$468,760 ~~grant~~of ~~date.~~net ~~The~~proceeds ~~terms~~from of the ~~warrants~~issuance ~~are~~of anthe ~~exercise~~Note ~~price~~after payment of $~~0.07~~56,000 ~~per~~for ~~share~~the OID and an$35,240 ~~expiration date~~ of ~~January~~debt ~~31,~~issuance ~~2024~~costs. OfThe ~~the~~Note ~~9,150,000~~is ~~warrants,~~convertible ~~8,150,000~~into ~~were~~shares ~~issued~~of ~~between~~the ~~June~~Company’s ~~22,~~$0.001 ~~2021,~~par ~~and~~value ~~July~~common ~~2, 2021~~stock. The ~~remaining~~Company ~~1,000,000~~will ~~warrants~~have ~~were~~the ~~not~~option ~~issued~~to ~~because~~prepay prior to maturity by paying the ~~consultant~~outstanding ~~had~~principal, ~~not~~accrued ~~been~~and ~~onboarded~~unpaid interest and ~~signed~~a ~~the~~$1,750 ~~agreement~~administrative fee.

~~The~~Interest ~~Company~~on ~~evaluated~~the Note will be incurred at the ~~issuance~~rate of ~~the~~12% ~~issued~~per ~~warrants~~annum inand ~~accordance~~the ~~with~~Note ~~ASC~~has ~~505-50,~~a ~~Equity~~maturity ~~Based~~date ~~Payments~~one toyear ~~Non-Employees,~~from ~~using~~the date of the ~~Black~~Note ~~Scholes~~or ~~Pricing~~May ~~Model~~23, to2023. ~~determine~~In the ~~fair~~event ~~value.~~of ~~The~~an ~~fair~~event ~~value~~of ~~for~~default, interest will be at the ~~stock~~rate ~~warrants~~of ~~was~~sixteen ~~$98~~percent (16%) per annum,~~781,~~ ~~which~~or ~~was~~the ~~recorded~~highest torate ~~stock~~permitted ~~compensation~~by ~~expense~~law, onfrom the ~~grant~~due date ofthereof ~~May~~until ~~19,~~the ~~2021~~same is paid.

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

Stock Price	$	0.0125
Exercise Price	$	0.070
Expected Remaining Term	2.68 years
Volatility		302	%
Annual Rate of Quarterly Dividends		0.00	%
Risk Free Interest Rate		0.01	%

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

On November 24, 2021, in relation to a $315,000 Convertible Secured Promissory Note (See Note 3 Debt), the Company issued the lender two warrants, (1) non-cancellable five (5) year term to acquire 10,000,000 shares of common stock of the Company at an exercise price of $0.035 per share and (2) cancellable five (5) year term to acquire 15,000,000 shares of common stock of the Company at an exercise price of $0.035 per share.

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Table of Contents

MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

~~January~~July 31, 2022

NOTE 4 5 – ~~STOCK~~DEBT ~~BASED COMPENSATION~~ (~~Continued~~CONTINUED)

The Company evaluated the ~~warrants~~Note ~~and~~in ~~determined~~accordance ~~that~~with ~~there~~ASU ~~was~~2020-06 noASU ~~embedded~~2020-06 ~~conversion~~“Debt—Debt ~~feature~~with asConversion ~~the~~and ~~warrants~~Other ~~contained~~Options” aand ~~set~~determined ~~exercise~~that the conversion price ~~with~~is anat ~~adjustment~~a ~~only~~fixed ~~based~~rate. ~~upon~~Further, ~~customary~~due ~~items~~to ~~including~~the ~~stock~~adoption ~~dividends~~of ~~and~~ASU ~~splits~~2020-06, ~~subsequent~~no ~~rights~~beneficial ~~offerings,~~conversion ~~and~~feature ~~pro~~was ~~rate distributions~~recorded. ~~The~~As ~~Company~~a ~~calculated~~result, on the ~~relative~~Note ~~fair~~date ~~value~~of ~~between~~May ~~the~~23, ~~note~~2022, ~~and~~ the ~~warrants~~Company recorded on$560,000 ~~the~~as ~~issue date utilizing~~ the ~~Black~~liability ~~Scholes Pricing Model~~ for the ~~warrants. As~~Note awith ~~result,~~offsets ~~the~~of ~~Company allocated~~ $~~143~~56,~~001~~000 tofor the ~~warrants~~OID and ~~was~~$35,240 ~~recorded~~of asdebt aissue ~~debt~~costs, ~~discount~~both ~~with~~are anbeing ~~offset~~amortized to ~~additional~~interest ~~paid~~expense inover ~~capital in~~ the ~~accompanying~~one-year ~~unaudited~~term ~~financial~~of ~~statements~~the Note.

The Company ~~used~~received a waiver at April 30, 2022 of a triggered down round protection as a result of the ~~following~~Company’s ~~assumptions~~Regulation A pricing of $0.021 per share on February 8, 2022. Effective July 29, 2022, a warrant holder provided notice of a cashless exercise of warrants issued with the November 24, 2021 financing, at a reduced price of $0.0058 per share, based upon the Company issuing securities at this price previously. As a result, this triggered down round protection of the warrant exercise price and number of warrants issued. The Company evaluated the change in ~~estimating~~accordance ASU 2017-11, Subtopic 470-20, Debt—Debt with Conversion and Other Options). The Company calculated a deemed dividend related to the triggering of the full ratchet anti-dilution provision of the warrants at incremental fair value: in the amount of $501,951 which was recorded to retained earnings with an offset to additional paid in capital. See Note 5 – Stock.

Stock Price	$	0.0116
Exercise Price	$	0.035
Expected Remaining Term	5 years
Volatility		316	%
Annual Rate of Quarterly Dividends		0.00	%
Risk Free Interest Rate		0.06	%

The warrant calculations used the following ~~table~~assumptions: ~~summarizes~~(1) 3- year term warrants - stock price $0.022, warrant ~~activity~~exercise price $0.025, expected term of ~~the~~3 ~~Company~~years, expected volatility of 283% and discount rate of 1.07% and (2) 5- year term warrants - stock price $0.022, warrant exercise price ($0.03 to $0.035), expected term of 5 years, expected volatility of 317% and discount rate of 1.07%. The debt discount for the ~~nine~~warrants ~~months~~will ~~ended~~be ~~January~~amortized ~~31,~~over ~~2022:~~the one-year term of the Note.

	Stock Warrants Outstanding
	Number of		Weighted AverageExercise		Weighted Average Remaining Contractual		AggregateIntrinsic
	Warrants		Price		Life (Years)		Value
Outstanding, April 30, 2021		1,500,000	$	0.13		0.77	$	-
Issued May 19, 2021		8,150,000	$	0.07		2.00	$	-
Issued November 24, 2021		25,000,000	$	0.04		4.82	$	-
Outstanding, January 31, 2022		34,650,000	$	0.03		3.96	$	-
Exercisable, January 31, 2022		34,650,000	$	0.03		3.96	$	-

In total, the Company recorded $366,202 of debt discounts on the date of the Note (OID, debt discount cost and warrants). During the three months ended July 31, 2022, the Company recorded $69,227 for the amortization of the debt discounts to interest expense and the debt discount balance was $296,975 at July 31, 2022.

~~NOTE~~Interest 6expense –recorded ~~RELATED~~in ~~PARTY~~the ~~TRANSACTIONS~~accompanying Statement of Operations by the Company for the three months ended July 31, 2022, was $12,704. At July 31, 2022, the Company has recorded $12,704 of accrued interest, respectively in the accompanying Balance Sheets.

AtNOTE 5 ~~January 31, 2022, and April 30, 2021, the Company has recorded $207,650 and $177,868, respectively of accounts payable~~ – related parties for Company related expenses. The January 31, 2022, balance of $207,650 is owed to the contract President, CEO, and member of the Board of Directors for payments made on behalf of the Company, which includes $170,000 of expenses related to a consulting agreement with the Company, $36,900 of expenses related to an office in home and $750 of advances made to the Company. Additionally, the balance at January 31, 2022, and April 30, 2021, includes $0 and $4,268, respectively paid by the contract Executive Vice President and a member of the Board of Directors on behalf of the Company. STOCK

Common Stock:

The Company is authorized to issue up to 2,000,000,000 shares of common stock at $0.001 par value per share. Effective August 26, 2022, the Company filed a certificate of amendment with the State of Delaware increasing the authorized shares from 950,000,000 to 2,000,000,000. At July 31, 2022, there were 604,029,492 shares issued and 602,529,492 shares outstanding. There are 1,500,000 shares issued to former officers that were terminated prior to their vesting period and excluded from the shares outstanding at July 31, 2022. Per the employment agreements, any unvested shares not yet released to employee shall be returned to Company treasury, and employee shall be entitled to no compensation for such shares. The Company plans to pursue the return of the unvested shares.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

~~January~~July 31, 2022

NOTE 5 6 – ~~RELATED~~STOCK ~~PARTY TRANSACTIONS~~ (Continued)

OnCommon ~~March~~Stock 5, 2020, and August 12, 2020, a member of the Board of Directors, provided $55,000 of proceeds to the Company through the issuance of two Note Payables, one for $25,000 and another for $30,000. The Note Payable terms include an annual interest rate of 10% and are both payable on March 31, 2022, by virtue of an extension. For the nine months ended January 31, 2022 and 2021, the Company recorded $4,158 and $3,304 of interest expense in the accompanying unaudited Statement of Operations and at January 31, 2022 and April 30, 2021, the Company has recorded $9,187 and $5,029, of accrued interest, related party in the accompanying Balance Sheets.Issued

~~NOTE~~From 7May –11, ~~COMMITMENTS~~2022 ~~AND~~through ~~CONTINGENCIES~~July 20, 2022, the Company received $549,800 of proceeds from the sale of 29,157,141 shares of stock at prices ranging from $0.0168 to $0.021 per share in relation to the Company’s Form 1-A Regulation A Offering Statement with the SEC for the sale of 125,000,000 shares of $0.001 par value common stock. Additionally, the Company received $40,000 of proceeds from three Reg A investors but were not processed because of technical paperwork items with the subscription documents. As a result, the Company has recorded the $40,000 as a subscription payable to the investors at July 31, 2022.

~~Commitments~~From ~~and~~May ~~Contingencies~~23, ~~for~~2022 ~~the~~to ~~Company~~July ~~have~~6, ~~not~~2022, ~~changed~~a ~~from~~lender ~~the~~of ~~disclosures~~an inoriginal ~~the~~$315,000 ~~Form~~senior ~~10-K~~secured ~~for~~promissory ~~the~~note, ~~years~~elected ~~ended~~to ~~April~~convert 30$178,257 ~~2021~~of the principal amount, $20,083 of accrued interest and ~~2020~~a $3,500 ~~filed~~of onnote ~~July~~conversion ~~29,~~fees ~~2021~~into 34,800,000 ~~except~~shares ~~for~~of the ~~following:~~Company’s $0.001 par value common stock and the principal balance of the promissory note is $136,743 after the conversion. See Note 4 – Debt.

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

AtFrom ~~January~~June 3129, 2022, ~~and~~through ~~April~~July 3011, ~~2021~~2022, the ~~Company~~lender ~~owed the State~~ of ~~Delaware~~an original $~~110~~55,~~154~~000 ~~for~~convertible ~~unpaid~~unsecured ~~state~~promissory ~~income~~note ~~taxes~~elected ~~from~~to convert the ~~tax~~entire ~~year ended April 30~~$55,000 ~~2007.~~outstanding ~~The~~principal ~~Company~~amount ~~does~~and ~~not owe income taxes for any other year than 2007. The unpaid state income taxes are included as state income taxes payable in accompanying unaudited Balance Sheet at January 31~~$2,200 ~~2022,~~of ~~and~~accrued ~~the~~interest ~~audited~~into ~~balance sheet at April 30~~4, ~~2021~~144,927 ~~respectively.~~shares ~~Additionally,~~of the Company’s ~~owes~~$0.001 ~~the~~par ~~State~~value ofcommon ~~Delaware~~stock ~~for penalties~~ and ~~interest from the tax year ending April 30, 2007, of $278,130 and $261,087, which is included~~ as ~~accrued~~a ~~expenses in the accompanying unaudited Balance Sheet at January 31~~result, ~~2022 and~~ the ~~audited~~principal balance ~~sheet at April 30, 2021, respectively. The Company has an agreement with the State~~ of ~~Delaware to pay a minimum per month. However, due to cash flow constraints,~~ the ~~Company~~promissory ~~has~~note ~~been~~and ~~unable~~accrued tointerest ~~pay the minimum monthly amounts and~~ is in$0 ~~default~~after of the ~~agreement~~conversion. ~~that~~See ~~may~~Note ~~cause~~4 ~~additional~~– ~~interest and penalties and lead to other collection efforts by the State of Delaware~~Debt.

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

~~The~~On ~~Company~~July ~~has~~15, ~~not~~2022, ~~filed~~in ~~federal~~relation ~~tax~~to ~~returns with~~ the ~~Internal~~issuance ~~Revenue~~of ~~Service~~a ~~(“IRS”)~~10% ~~for~~note ~~tax~~payable ~~years~~in ~~from~~the ~~2005~~aggregate ~~(initial~~principal ~~tax~~amount ~~year)~~of ~~through~~$200,000, ~~2020~~the ~~and~~Company ~~remain~~issued ~~subject~~one tomillion ~~Internal Revenue Service~~ (~~“IRS”~~1,000,000) ~~examination~~shares ~~because~~of the Company’s ~~has~~$0.001 ~~not~~par ~~filed~~value ~~tax~~common ~~returns~~stock. ~~for~~The ~~these~~Company ~~years.~~evaluated ~~Because~~ the ~~Company~~1,000,000 ~~has~~shares ~~not~~of ~~had~~stock ~~taxable~~issued ~~income~~and ~~for~~calculated the ~~unfiled~~relative ~~tax~~fair ~~returns,~~value between the ~~IRS~~note ~~charges~~payable aand ~~non-filing~~the ~~penalty~~stock ofon the issue date utilizing the $~~210~~0.0215 ~~for~~trading ~~each~~price ~~return~~of atthe 60stock ~~days~~on ~~after~~July 15, 2022, the date ~~due~~of issuance. ~~The~~As a result, the Company ~~has~~allocated ~~calculated~~$18,953 ~~that~~to the ~~estimated~~stock which ~~penalty~~was ~~for~~recorded ~~the~~as ~~unfiled~~a ~~returns~~debt ~~would~~discount bewith ~~approximately~~an ~~$3,585~~offset atto ~~January~~additional ~~31,~~paid ~~2022~~in capital. The ~~Company~~debt ~~has~~discount ~~not~~for ~~recorded~~the stock is being amortized over the ~~potential~~one-year ~~penalty~~term atof ~~January~~the ~~31,~~note ~~2022~~payable.

NOTE 8 – SUBSEQUENT EVENTS

From February 17, 2022 through March 14, 2022, the Company received $252,800 of proceeds from the sale of 12,038,095 shares of stock at $0.021 per share in relation to the Company’s Form 1-A Regulation A Offering Statement with the SEC for the sale of 125,000,000 shares of $0.001 par value common stock. Additionally, the Company received subscription for 9,200,000 shares of stock at $0.21 per share or $193,200. However, the subscription had not been funded as of the date of this filing. The Company is in active discussions with multiple interested investors for the Form 1-A Regulation A Offering. See Note 1 – Nature of Operations, Basis of Presentation, Going Concern, and Summary of Significant Accounting Policies.

The Company issued a warrant to purchase 1,500,000 shares of the Company’s $0.001 par value common stock to a Convertible Unsecured Note Payable lender dated May 8, 2019 – see Note 3 – Debt. The warrant has an exercise price of $0.07 per share which is higher than the Company’s Form 1-A Regulation A Offering Statement price of $0.021 per share. The warrant includes anti-dilution language that could trigger an adjustment of the conversion price to the $0.021 Regulation A Offering Statement price.

The Company issued two warrants to purchase a total of 25,000,000 shares of the Company’s $0.001 common stock to a Convertible Secured Note Payable lender dated November 24, 2021 - see Note 3 – Debt. The warrants have an exercise price of $0.035 per share which is higher than the Company’s Form 1-A Regulation A Offering Statement price of $0.021 per share. The warrants include anti-dilution language that could trigger an adjustment of the conversion price to the $0.021 Regulation A Offering Statement price.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

July 31, 2022

NOTE 5 – STOCK (Continued)

Common Stock Issuable

Effective July 27, 2022, the Company executed a settlement related to a stipulated judgment against the Company in the amount of $153,016 from June 4, 2018 for unpaid invoices for logo design and website development services provided. The settlement was a cash payment by the Company of $70,000 within ten (10) days of the settlement date and the issuance of one million (1,000,000) shares of the Company’s $0.001 par value common stock. The 1,000,000 shares were issued by the Company’s transfer agent on August 8, 2022 and the Company has recorded the issuance as common stock issuable at July 31, 2022. See Note 8 – Commitments and Contingencies and Note 9 – Subsequent Events. The Company valued the shares at $0.0193, the trading price of the Company’s Common Stock on July 27, 2022, resulting in a valuation of $19,300. As a result, the Company recorded a $63,716 settlement gain as a component of other income (expense) in the accompanying Statement of Operations for the three months ended July 31, 2022.

Effective July 29, 2022, a warrant holder related to an original $315,000 convertible secured promissory note provided notice of a cashless exercise of the warrants at a reduced price of $0.0058 per share, based upon the Company issuing securities at this price previously. As a result, this triggered down round protection of the warrant exercise price and number of warrants issued. As a result, the Company was required on July 29, 2022 to issue 23,600,000 shares but because of reserved shares related to the underlying note, did not issued them until August 8, 2022. The Company has recorded the 23,600,000 shares as common stock issuable at July 31, 2022. The Company evaluated the change in accordance ASU 2017-11, Subtopic 470-20, Debt—Debt with Conversion and Other Options) and calculated a deemed dividend related to the triggering of the full ratchet anti-dilution provision of the warrants at fair value in the amount of $23,600 and was recorded to retained earnings with an offset to common stock issuable. See Note 4 – Debt

NOTE 6 – STOCK BASED COMPENSATION

Stock Options:

The following table summarizes stock option activity of the Company for the three months ended July 31, 2022:

	Stock Options Outstanding
	Number of		Weighted Average Exercise		Weighted Average Remaining Contractual		Aggregate Intrinsic
	Options		Price		Life (Years)		Value
Outstanding, April 30, 2022		1,200,000	$	0.05		1.96	$	-
Outstanding, July 31, 2022		1,200,000	$	0.05		1.96	$	-
Exercisable, July 31, 2022		1,200,000	$	0.05		1.96	$	-

Stock Warrants:

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

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

July 31, 2022

NOTE 6 – STOCK BASED COMPENSATION (Continued)

On May 23, 2022, in relation to a $560,000 Convertible Secured Promissory Note, the Company issued the lender two warrants, (1) non-cancellable three (3) year term to acquire 13,350,000 shares of common stock of the Company at an exercise price of $0.025 per share and (2) cancellable five (5) year term to acquire 13,350,000 shares of common stock of the Company at an exercise price of $0.035 per share. The 13,350,000 five (5) year warrant is cancellable if the Company repays the Note prior to maturity. Additionally, the Company issued the lender’s broker representative a warrant with a three (3) year term to acquire 1,080,000 shares of common stock of the Company at an exercise price of $0.025 per share.

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

Effective July 29, 2022, the warrant holder provided notice of a cashless exercise of 137,931,115 warrants at a reduced price of $0.0058 per share, based upon the Company issuing securities at this price previously. As a result, this triggered down round protection of the warrant exercise price and number of warrants issued. The Company evaluated the change in accordance ASU 2017-11, Subtopic 470-20, Debt—Debt with Conversion and Other Options).

As a result, the number of warrants due to the warrant holder was adjusted from the 27,780,000 warrants above to 167,203,449 or an increase of 139,495,449 warrants. See Note 4 – Debt.

As a result of the July 29, 2022 notice from the warrant holder discussed above, the total number of warrants outstanding from convertible secured promissory notes dated November 24, 2021 and April 18, 2022 were adjusted. As a result, the adjustment was from a combined total of 53,248,000 warrants to 308,321,185 warrants or an increase of 255,973,185 warrants.

As a result of the warrant holder exercise notice on July 29, 2022 and based on cashless exercise terms, 25,000,000 of the warrants (pre-adjustment for ratchet provision) or a total of 137,931,115 were exercised and no longer outstanding at July 31, 2022, upon the issuance of 23,600,000 shares of Common Stock.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

July 31, 2022

NOTE 6 – STOCK BASED COMPENSATION (Continued)

The following table summarizes stock warrant activity of the Company for the three months ended July 31, 2022:

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

Outstanding, April 30, 2022		62,970,000		$	0.027		3.85	$	-
Expired May 8, 2022		(1,500,000	)	$	-		-	$	-
Issued May 23, 2022		167,203,449		$	0.0058		2.45	$	-
Adjustment from total ratchet provision July 29, 2022		255,073,185		$	0.0058				-
Exercised July 29, 2022		(137,931,115	)
Outstanding, July 31, 2022		345,815,519		$	0.007		3.75	$	-
Exercisable, July 31, 2022		345,815,519		$	0.007		3.75	$	-

NOTE 7 – RELATED PARTY TRANSACTIONS

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

At July 31, 2022 and April 30, 2022, the Company has recorded $208,297 and $210,868, respectively of accounts payable – related parties for Company related expenses. The July 31, 2022, balance of $208,297 is comprised of (1) $197,000 owed to the President, CEO, and member of the Board of Directors for payments made on behalf of the Company, (2) $10,961 owed to the CFO of the Company and (3) $336 owed to the SVP of Football Operations.

The $197,000 owed to the President, CEO and member of the Board of Directors includes $142,100 of expenses related to a consulting agreement with the Company, $40,150 of expenses related to an office in home and $14,750 of advances made to the Company. The $10,961 owed to the Chief Financial Officer of the Company is for the accrual of unpaid payroll from February 1, 2022 to February 25, 2022. The $336 owed to the Senior Vice President of Football Operations is for accrued and unpaid expenses paid on behalf of the Company.

On March 5, 2020 and August 12, 2020, a member of the Board of Directors, provided $55,000 of proceeds to the Company through the issuance of two Note Payables, one for $25,000 and another for $30,000. The Note Payable terms include an annual interest rate of 10% and are both payable on September 30, 2022, by virtue of an extension.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

July 31, 2022

NOTE 8 – COMMITMENTS AND CONTINGENCIES

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

Logo Design and Website development Vendor:

Effective July 27, 2022, the Company executed a settlement related to a stipulated judgment against the Company in the amount of $153,016 from June 4, 2018 for unpaid invoices for logo design and website development services provided. The settlement was a cash payment by the Company of $70,000 within ten (10) days of the settlement date and the issuance of one million (1,000,000) shares of the Company’s $0.001 par value common stock. The 1,000,000 shares were issued by the Company’s transfer agent on August 8, 2022 but the Company has recorded the issuance as common stock issuable at July 31, 2022. However, the Company did not make the $70,000 cash payment within the required timeframe and as a result, the vendor may resume collection under the judgment. See Note 5 – Stock.

Bankruptcy Trustee

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

Unpaid Taxes and Penalties

At July 31, 2022, and April 30, 2022, the Company owed the State of Delaware $110,154 for unpaid state income taxes from the tax year ended April 30, 2007. The Company does not owe income taxes for any other year than 2007. The unpaid state income taxes are included as state income taxes payable in accompanying Balance Sheets at July 31, 2022, and April 30, 2022, respectively. Additionally, the Company owes the State of Delaware for penalties and interest from the tax year ending April 30, 2007, of $289,924 and $283,983, which is included as accrued expenses in the Balance Sheets at July 31, 2022 and April 30, 2022, respectively. The Company has an agreement with the State of Delaware to pay a minimum per month. However, due to cash flow constraints, the Company has been unable to pay the minimum monthly amounts and is in default of the agreement that may cause additional interest and penalties and lead to other collection efforts by the State of Delaware.

Shareholder Approval for Certificate of Amendment

Effective August 26, 2022, the Company amended the Certificate of Incorporation in Delaware increasing the authorized shares from 950,000,000 to 2,000,000,000. For this amendment, written consent in accordance with Section 228 of the General Corporation Law of the State of Delaware was not adhered to. Given the exigent circumstances of the need to raise money imminently to save the Company and fund its primary business, the holders of a majority of the outstanding common stock entitled to vote as a class, were not provided written notice of the proposed amendment to the Certificate of Incorporation and the Company did not conduct a vote of the shareholders in favor of the adoption of the amendment to the Certificate of Incorporation. As a result, there is a risk that the shareholders of the Company could object.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

July 31, 2022

NOTE 8 – COMMITMENTS AND CONTINGENCIES (Continued)

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

The Company has existing convertible promissory notes with a covenant to reserve sufficient shares with the transfer agent of common stock for the potential conversion of these securities. At July 31, 2022, the calculated shares issuable under the assumed conversion of the promissory notes is greater than the amount of shares that the Company has reserved with the transfer agent for certain lenders. As a result, the lenders of the convertible promissory notes could declare an event of default and the principal and accrued interest would become immediately due and payable. Additionally, the lenders have additional remedies including penalties against the Company. See Note 4 – Debt.

NOTE 9 – SUBSEQUENT EVENTS

Effective August 4, 2022, the Company terminated its Equity Line Purchase Agreement (“Agreement”) whereby subject to the terms and conditions set forth in this Agreement, the Company would have sold to the Investor up to Ten Million Dollars ($10,000,000) or Four Hundred Million (400,000,000) shares of registered common stock, $0.001 par value per share (the “Common Stock”). The Company had discussions with the potential investor and they both determined that based upon existing market dynamics, the existing Agreement should be terminated and both parties are negotiating new terms.

From August 4, 2022 through August 5, 2022, a lender of an original $315,000 convertible unsecured promissory note dated November 24, 2021 elected to convert the remaining principal amount of $136,743, $81,376 of accrued interest (including $79,656 of default penalty) and $3,500 of note conversion fees into 38,210,363 shares of the Company’s $0.001 par value common stock and the principal balance of the promissory note is $0 after the conversion. As a result of the conversion, the Company adjusted previously recorded debt issue costs to interest expense in the amount of $37,405 and the debt issue costs balance is $0 after the conversion. See Note 4 – Debt.

From August 1, 2022 through August 22, 2022, the same lender of the original $315,000 convertible unsecured promissory note discussed above, elected to exercise the right to purchase 106,102,137 of the shares of Common Stock (“Warrant Shares”) of the Company’s $0.001 par value common stock. The lender elected the cashless provision included in the warrants to purchase the shares.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

July 31, 2022

NOTE 9 – SUBSEQUENT EVENTS (Continued)

On August 8, 2022, the Company’s transfer agent issued 1,000,000 related to a settlement for a stipulated judgment against the Company in the amount of $153,016 from June 4, 2018 for unpaid invoices for logo design and website development services provided. The 1,000,000 shares were recorded as common stock issuable at July 31, 2022. See Note 5 – Stock and Note 8 – Commitments and Contingencies.

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

The Company used the following assumptions in estimating fair value:

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

From September 1, 2022 to September 7, 2022, the Company signed two identical Common Stock Purchase Agreements whereby subject to the terms and conditions set forth, the Company will sell to the two Investors up to a combined Five Million Dollars ($5,000,000) of registered common stock, $0.001 par value per share (the “Common Stock”). This represents a potential $2,500,000 for each investor.

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

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

Both Common Stock Purchase Agreements include the issuance of 31,250,000 shares of Common Stock (61,500,000 combined) with 7,812,500 each (15,625,000 combined) issued upon the execution of the Common Stock Purchase Agreements and 23,437,500 each (46,875,000 combined) issued upon an effective registration with the SEC of the Company’s Form S-1 Registration Statement. Additionally, both Common Stock Purchase Agreements provide for the issuance of 83,333,333 warrants (166,666,666 combined) to purchase shares of Common Stock with an exercise price of $0.003 per share and a five (5) year exercise period.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

July 31, 2022

NOTE 9 – SUBSEQUENT EVENTS (Continued)

On September 1, 2022, the Company received $25,000 of net proceeds from the issuance of a $30,000 face value promissory note with an OID of $5,000. Interest is accrued at ten percent (10%) annually and the principal amount and interest shall be due and payable on December 1, 2022. Any amount of the principal or interest which is not paid when due shall bear interest at the rate of the lower of twenty-two percent (22%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid. Upon an event of default, the lender will have conversion rights for the outstanding principal, accrued interest and penalties at a conversion price of $0.001 per share. On September 1, 2022, the Company will record the $5,000 OID as a debt issue cost as an offset to the note payable to be amortized over the 3-month term.

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

On September 1, 2022, the Company signed an SPA and a Senior Secured Convertible Note (the “Note”) in the aggregate principal amount of $55,000 with an original issue discount of 10% OID. The Company received $43,530 of net proceeds from the issuance of the Note after payment of $5,000 for the OID and $5,970 of debt issuance costs. The Note is convertible at $0.0007 per share into shares of the Company’s $.001 par value common stock. The Company will have the option to prepay prior to maturity by paying the outstanding principal, accrued and unpaid interest and a $1,750 administrative fee.

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

As a result of full ratchet protection provided in the Note, the amended conversion price is $0.0007 per share. The Company will ensure that common stock is reserved for the issuance of a number of Conversion Shares equal to the greater of: (a) 314,285,714 shares of Common Stock or (b) the sum of (i) the number of Conversion Shares issuable upon the full conversion of this Note (assuming no payment of Principal Amount or interest) at the time of such calculation (taking into consideration any adjustments to the Conversion Price as provided in this Note) multiplied by (ii) four (4) (the “Reserved Amount”). If an Event of Default exists at any time after the Issue Date hereof, but prior to the Conversion Date has existed, the Company shall pay to the lender an amount equal to the principal amount then outstanding plus accrued interest (including any default interest) multiplied by 125% “) (provided, however, that 125% shall be replaced with 200% if an Event of Default occurs due to the Company’s failure to file its Form 10-Q for the period ended July 31, 2022, on or before September 30, 2022), as well as all costs, including, without limitation, legal fees and expenses, of collection, all without demand, presentment or notice, all of which hereby are expressly waived by the Borrower.

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MAJOR LEAGUE FOOTBALL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

July 31, 2022

NOTE 9 – SUBSEQUENT EVENTS (Continued)

In relation to the Note, the Company issued the lender two warrants, (1) non-cancellable five (5) year term to acquire 30,000,000 shares of common stock of the Company at an exercise price of $0.0007 per share and (2) cancellable five (5) year term to acquire 47,000,000 shares of common stock of the Company at an exercise price of $0.002 per share. The 47,000,000 warrant is cancellable if the Company repays the Note prior to maturity. Additionally, the Company issued the lender’s broker representative a warrant with a three (3) year term to acquire 1,080,000 shares of common stock of the Company at an exercise price of $0.025 per share.

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

As a result of the exercise price of $0.0007 per share, this triggered down round protection and the Company will record a deemed dividend for the change in fair value of the warrants.

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

Introduction

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

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

Plan of Operation

The Company plans to establish, develop, and operate Major League Football (“MLFB”) as a professional Spring/Summer football League with 4 initial Franchises located in cities overlooked in large part by existing professional sports leagues and provide fans with high quality players and competition in the NFL’s off-season. Major League Football, Inc. (the “Company,” “we,” “us” or “our”) plans to establish, develop, and operate Major League Football (“MLFB”) as a professional Spring football League with 4 initial Franchises located in cities overlooked in large part by existing professional sports leagues and provide fans with high quality players and competition in the NFL’s off-season. Our plan isthat was initiated in June 2022 was that the initial teams ~~will~~would be located in Ohio, Virginia, Arkansas, and Texas. Our proposed spring playing schedule avoids all competition with the NFL and colleges~~. Our~~ ~~search~~and ~~committee~~these ~~has~~initial ~~located multiple~~ cities ~~with~~have both a passion for sports and football as well as stadium venues whose size will provide our fans an excellent viewing experience at a reasonable rental expense to MLFB. All potential venues are equipped for high quality multi-platform media transmission allowing us the broadcast all our games in multi-levels of today’s technology. We have commenced the process of leasing these venues and have acquired all the necessary football and related equipment to fully outfit at least eight teams, including some of the latest technology for use by our coaches and players.

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

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We In ~~believe~~March ~~that~~2020, the ~~planned~~World ~~spring~~Health ~~2022~~Organization ~~football~~declared ~~season~~the ~~will~~novel ~~allow~~strain usof tocoronavirus ~~put~~(COVID-19) ana ~~economically~~global ~~sustainable~~pandemic ~~league~~ and ~~product~~recommended oncontainment ~~the field~~ and ~~one~~mitigation inmeasures ~~which our shareholders can be proud for years~~worldwide. ~~We are seeking to establish~~Subsequently, ~~develop~~the ~~and~~COVID-19 ~~operate~~pandemic ~~MLFB~~has ascontinued ~~a professional spring/summer football league. We intend~~ to ~~establish~~spread ~~franchises~~and invarious ~~cities~~state ~~overlooked by existing professional sports leagues~~ and ~~provide~~local ~~fans~~governments ~~with~~have ~~professional~~issued ~~football~~or inextended ~~the National Football League (~~“~~NFL~~shelter-in-place”) ~~off-seasons,~~orders. ~~which~~The ~~will~~spread ~~enable~~of usthe topandemic ~~take~~has acaused ~~totally~~severe ~~non-adversarial~~disruptions ~~approach~~in ~~towards~~ the ~~NFL.~~global Weeconomy ~~have~~and ~~commenced~~financial ~~the~~markets ~~process of leasing playing venues~~ and ~~acquiring~~could ~~football~~potentially ~~equipment.~~create Wewidespread ~~have~~business ~~obtained~~continuity ~~required~~issues ~~workers~~of ~~compensation~~an ~~insurance~~unknown ~~for~~magnitude ~~certain~~and ~~states where we will play games~~duration.

WeThe ~~require~~future ~~short-term~~operational ~~financing~~and asfinancial ~~well~~impact asof ~~financing over~~ the ~~next~~COVID-19 12pandemic ~~months~~is ~~and~~difficult weto ~~have been pursuing~~determine, and ~~will~~it ~~continue~~is tonot ~~pursue,~~possible ~~short-term~~to ~~financing,~~predict ~~with~~ the ~~intention~~duration ofand ~~securing~~severity ~~larger,~~of ~~more~~the ~~permanent~~economic ~~financing~~disruption, ~~facilities. On~~government ~~January~~restrictions ~~24,~~and ~~2022~~stimulus, ~~the~~social ~~Company~~distancing ~~filed~~and ~~form~~phased 1re-Aopening ~~Regulation~~of Aeconomies, ~~Offering~~nor ~~Statement~~estimate ~~with~~ the ~~SEC~~impact ~~for~~that ~~the~~this ~~sale~~may ofhave ~~125,000,000~~on ~~shares~~the ofCompany, ~~our~~its ~~$0.001~~financial ~~par~~condition, ~~value~~and ~~common~~its ~~stock~~results ~~at a range~~ of $0operations.01 toWhile ~~$0.05~~we ~~per~~believe ~~share~~that orthe acoronavirus ~~range~~pandemic ofhas ~~$1,250,000~~not tohad ~~$6,250,000~~a ofsignificant ~~gross~~impact ~~proceeds. There~~on isour nofinancial ~~minimum~~condition ~~number~~and ofresults ~~shares~~ of ~~common~~operations ~~stock~~at ~~that~~this ~~must~~time, bethe ~~sold~~potential ineconomic ~~the~~impact ~~offering. The~~brought ~~net~~by ~~proceeds~~the ~~from~~coronavirus ~~this~~pandemic, ~~offering~~which ~~would~~may be ~~utilized~~exacerbated toby ~~fund~~the ~~our~~global ~~planned~~macroeconomic ~~spring~~uncertainty ~~2022~~from ~~football~~the ~~season~~ongoing ~~including~~conflict ~~equipment~~between ~~purchases~~Russia and ~~stadium deposits~~Ukraine, ~~general~~is ~~and~~difficult ~~administrative~~to ~~expenses~~assess ~~and~~or ~~provide working capital for the Company~~predict. InThere ~~the~~may ~~event~~be wedevelopments dooutside ~~not~~of ~~obtain~~our ~~the~~control ~~entire~~that ~~offering~~require ~~amount,~~us ~~we may attempt~~ to ~~obtain~~adjust ~~additional funds through private offerings of~~ our ~~securities~~operating ~~or by borrowing funds~~plans. ~~Currently,~~Given wethe donature ~~not have any committed sources~~ of ~~financing~~the ~~and~~situation, we ~~may~~cannot ~~not~~reasonably beestimate ~~able~~the toimpact ~~achieve~~of ~~these capital-raising objectives. If~~ the ~~required~~coronavirus ~~capital~~pandemic ison ~~not~~our ~~obtained~~financial ~~in the proposed timeframe~~condition, ~~the~~results ~~Company’s~~of ~~planned~~operations ~~2022~~or ~~football~~cash ~~season~~flows ~~could~~in bethe ~~delayed or not occur~~future.

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

Single Entity Structure

We intend to operate the league as a single entity owned, stand alone, independent sports league. The structure will be based on the design of Major League Soccer (MLS), where a single entity sports league owns and operates all of its teams. This corporate structure provides several compelling benefits, including:

	·	Centralized contracting for ‘players’ services for controlled payrolls without violating antitrust laws
	·	Greater parity among teams
	·	Focus on the bottom line
	·	Controlled costs

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Management believes that this structure will also promote efficiency by depoliticizing decisions on league policies and allowing decisions to be made with consistency and in a timely fashion. Economies of scale will be achieved through centralizing contract negotiations and handling business affairs in the league office to ensure that individual teams are unified in their decision-making. Further, under this structure, we expect teams will operate in the best interest of the league.

MLFB Market Opportunity

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

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

Lastly, although MLFB’s long-range vision is to maintain a positive working relationship with the NFL, its ultimate intent is to function as an independent, stand-alone entity that captures sports content needed during off season. Although its economic model was, we believe, flawed, the professional Alliance of American Football teams drew a League wide average attendance of 15,000 fans per game and television ratings comparable to the NBA. The XFL had similar positive attendance in its five-game season.

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

MLFB also intends to create an interactive website that includes a social networking aspect, podcasts, live video, and more. Along with this new media strategy, cross promotions will also be an important part of the MLFB’s marketing strategy. MLFB plans to work with businesses involved in video, television, print media and the Internet to promote its business. Much of the necessary preliminary work to meet this new strategy has already been performed by our previously announced external contractors, BDB Entertainment Group, Inc., and Red Moon Marketing.

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

	·	Establish itself as a recognized professional football league
	·	Build a base of teams and fans broad enough to sustain business over the critical first five years of operation
	·	Generate enough revenue to expand its operations in years three through six
	·	Build successful teams located in regions where there are no existing MLB franchises
	·	Adopt a spring schedule to avoid competing with NFL, collegiate and prep football
	·	Provide year-round cash flow from multi-functioning revenue streams
	·	Build a positive image for the league through year-round community relations campaigns

Professional Sports Market

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

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

	·	Average ticket prices targeted at approximately 25% of the prices of NFL, NBA, NHL & MLB tickets.
	·	Year-round cash flow from multiple revenue streams utilizing new technologies.
	·	A highly developed marketing strategy that uses both traditional and new media to attract existing football fans as well as an entirely untapped market of potential new fans.
	·	A more interactive website in professional sports using cutting edge technologies to preserve fan loyalty.
	·	Proven executive staff members with considerable practical experience in professional football.
	·	Player and coaching costs projected significantly less than those of the NFL, NBA, NHL, or MLB.

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

Audience

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

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Merchandising & Licensing Overview

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

The main benefits of the program are:

	·	Fans will find quality items at more favorable price points.
	·	Teams will have higher profit on items and stop tying up money on inventory they cannot’ properly sell.
	·	More fans will be wearing and supporting the team and league branded merchandise.

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

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Financial Condition

As reflected in the unaudited financial statements, the Company had nolimited revenues and had a net loss of $13,~~225~~721,~~628~~594 for the ~~nine~~three months ended ~~January~~July 31, 2022. Additionally, the Company had net cash used in operating activities of $~~318~~1,~~920~~951,422 for the ~~nine~~three months ended ~~January~~July 31, 2022. At ~~January~~July 31, 2022, the Company has a working capital deficit of $46,~~718~~743,~~376~~605, an accumulated deficit of $3035,~~218~~803,~~410~~996 and a stockholders’ deficit of $46,~~647~~165,~~046~~251, which could have a material impact on the Company’s financial condition and operations.

Results of Operations

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

~~For~~During the three months ended ~~January~~July 31, 2022, ~~and~~the ~~2021,~~Company werecorded ~~had~~$8,677 noof revenue and $7,365 ~~respectively~~of cost of goods sold related to the sale of MLFB on-line digital media merchandise. ~~The~~As ~~Company~~a isresult, ~~working~~the ~~through~~Company ~~its~~realized ~~business~~a ~~plan~~gross tomargin ~~establish~~of $1,312 ~~develop~~related ~~and~~to ~~operate~~the sale of MLFB-on-line asdigital amedia ~~professional~~merchandise ~~spring~~with ~~football~~no ~~league~~comparable amounts in 2021.

Total operating expenses for the three months ended ~~January~~July 31, 2022, were $~~104~~3,~~150~~377,656 as compared to total operating expenses for the three months ended ~~January~~July 31, 2021 of $81415,~~507~~210 or an increase of $222,~~643~~962,446. The increase in expense from 2021 to 2022 was primarily from a $142,~~724~~261,389 increase in ~~professional~~football camp expense, an $846,068 increase in compensation, a $52,500 increase in write off of prepaid investor relation fees and a $761,~~919~~477 increase in professional fees, offset by a $312,800 decrease in general and administrative ~~expenses~~expense. The increase in ~~professional~~football camp expense was related to the Company’s training camp in Mobile Alabama with no comparable amount in 2021. The increase in compensation is related to payroll for corporate and coaches with no comparable amount in 2021. The increase in write off of prepaid investor relation fees was because the services were provided and expensed. The increase in legal fees is primarily ~~from~~related to a $630,~~084~~850 increase in ~~consulting~~legal expense and a $520,~~508~~357 increase in ~~audit~~consulting ~~fees~~expense. The increase in legal expense was primarily from expenses for the Company’s Regulation A and proposed S-1 offering with no comparable amount in 2021. The increase in consulting expense was primarily related to expenses incurred for the Company’s training camp held in Mobile Alabama with no comparable amount in 2021. The decrease in general and administrative ~~expenses~~expense was primarily ~~from~~related ato $2290,~~918~~031 ~~increase~~of stock compensation expense in ~~travel~~2021 ~~expenses,~~with ano ~~$1,782~~comparable ~~increase~~amount in ~~rent~~2022. The stock compensation expense ~~and~~was acomprised of $1191,~~451~~250 ~~increase~~for instock ~~filing~~issued ~~fees.~~and $98,781 for warrants issued to key consultants.

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

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

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

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

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

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Other income (expense) for the ~~nine~~three months ended ~~January~~July 31, 2022, was $~~604~~345,~~976~~250 of expense compared to $2145,~~746,737~~714 of expense for the ~~nine~~three months ended ~~January~~July 31, 2021 or aan ~~decrease~~increase in expense of $2199,~~141,761~~536. The ~~decrease~~increase in expense from 2021 to 2022 was primarily from a $2372,~~416,665~~384 ~~decrease~~increase in ~~the~~interest ~~loss~~expense ~~for~~and ~~change of fair value of conversion option liability. This was offset by~~ a $~~220~~176,~~963~~216 increase in ~~interest expense and $55,000 of~~ settlement ~~expense~~income. The increase in interest expense was primarily from $96244,~~948~~749 of ~~put~~amortization ~~premium~~of ~~liability~~debt ~~expense~~issue ~~for~~costs ~~convertible~~and ~~unsecured~~original ~~promissory~~issue ~~notes~~discount inon ~~2022~~convertible ~~with~~promissory nonotes, ~~comparable amount in 2021. Additionally~~$90,820 ~~the increase in interest expense was~~ from a ~~$80,778~~put ~~increase~~premium inliability ~~the amortization of debt discounts~~ on a convertible unsecured promissory ~~notes~~note and ~~an increase of~~ $4336,~~237~~816 for interest on other debt. The ~~$55,000~~increase ofin settlement ~~expense~~income iswas primarily from ~~the~~$121,216 ~~issuance~~ of aincome ~~note~~from ~~payable~~the tosettlement aof ~~party~~outstanding ~~that~~judgments ~~paid~~against ~~for~~the ~~certain~~ company ~~expenses~~as ~~previously~~compared ~~with~~to noa ~~comparable~~$55,000 ~~amount~~settlement expense in 2021 from the issuance of a note payable.

Because of the above, we had a net loss of $13,~~225~~721,~~628~~594 as compared to a net loss of $3560,~~024,627~~924 for the ~~nine~~three months ended ~~January~~July 31, 2022, and 2021, respectively.

Liquidity and Capital Resources

From inception, our Company has relied upon the infusion of capital through equity transactions and the issuance of debt to obtain liquidity. We had only $184,~~278~~851 of cash at ~~January~~July 31, 2022. Consequently, payment of operating expenses will have to come similarly from either equity capital to be raised from investors or from borrowed funds. There is no assurance that we will be successful in raising such additional equity capital or additional borrowings or if we can, that we can do so at a cost that management believes to be appropriate. See Significant Events for additional discussion.

Condensed Cash Flow Activity

The following table summarizes selected items from our condensed unaudited Statements of Cash Flows for the three ~~nine~~ months ended ~~January~~July 31, 2022, and 2021:

	For the Nine Months Ended,
	For the Three Months Ended,
	January 31, 2022			January 31, 2021
	July 31, 2022			July 31, 2021
Net cash used in operating activities	$	(~~318~~1,~~920~~951,422	)	$	(~~128~~110,~~405~~483	)
Net cash used in investing activities		(~~500~~76,268	)		-
Net cash provided by financing activities		~~317~~1,~~920~~359,360			~~127~~95,~~400~~000
Net decrease in cash	$	(1668,~~500~~330	)	$	(115,~~005~~483	)

Net Cash Used in Operating Activities

Net cash used in operating activities was $~~318~~1,~~920~~951,422 during the ~~nine~~three months ended ~~January~~July 31, 2022, compared to $~~128~~110,~~405~~483 used during the ~~nine~~three months ended ~~January~~July 31, 2021, or an increase in cash used of $~~190~~1,~~515~~840,939. After adjusting for non-cash expense items of $~~740~~320,~~656~~229 in 2022 and $2395,~~638,314~~384 in 2021, adjusted net cash used in operations would be $~~484~~1,~~972~~631,193 in 2022 and ~~$386,313~~adjusted innon-cash ~~2021,~~provided orby anoperations ~~increase~~would ofbe $98284,~~659~~901 in 2021. After making these non-cash adjustments, the previously discussed Results of Operations analysis shows that the increase in the net cash used in operating activities was primarily from an increase in the operating expenses of the Company from ~~2020~~2021 to ~~2021~~2022.

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Net Cash Used in Investing Activities

Net cash used in investing activities was $~~500~~76,268 during the ~~nine~~three months ended ~~January~~July 31, 2022, compared to $0 during the ~~nine~~three months ended ~~January~~July 31, 2021, or an increase of $~~500~~76,268. The $~~500~~76,268 during the ~~nine~~three months ended ~~January~~July 31, 2022, was for ~~trademark~~the ~~filing~~purchase ~~fees~~of football equipment.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $~~317~~1,~~920~~359,360 of net cash during the ~~nine~~three months ended ~~January~~July 31, 2022, as compared to $~~127~~95,~~400~~000 provided during the ~~nine~~three months ended ~~January~~July 31, 2021, or an increase of $~~190~~1,~~520~~264,360. The increase in net cash provided from 2021 to 2022 was primarily from (1) $~~405~~549,~~920~~800 of proceeds from the ~~issuance~~sale of ~~convertible~~common ~~secured~~stock ~~promissory~~in ~~notes~~2022 ~~and~~with no comparable amount in 2021, (2) $~~147~~468,~~000~~760 of proceeds from the issuance of convertible ~~unsecured~~secured promissory notes ~~in 2022 with no comparable amount in 2021~~, (23) $~~235~~202,000 ~~repayment~~of proceeds from the issuance of convertible ~~secured~~unsecured promissory notes inas ~~2022~~compared ~~with~~to no$95,000 ~~comparable amount~~ in 2021, and (34) a $30148,~~000~~800 of proceeds from the issuance of anotes ~~note~~ payable ~~– related party~~ in ~~2021~~2022 with no comparable amount in ~~2022~~2021. ~~and~~This ~~(4)~~was offset by the repayment of $975,~~400~~000 offor ~~proceeds~~a ~~from~~note ~~the~~payable ~~sale~~and a repayment of ~~common~~$5,000 ~~stock~~for inan ~~2021~~unsecured convertible promissory note with no comparable amount in ~~2022~~2021.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not Required as a Smaller Reporting Company.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, our Company evaluated the effectiveness and design and operation of its disclosure controls and procedures. Our Company’s disclosure controls and procedures are the controls and other procedures that we designed to ensure that our Company records, processes, summarizes, and reports in a timely manner the information that it must disclose in reports that our Company files with or submits to the Securities and Exchange Commission. Our management, including our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures at ~~January~~July 31, 2022, 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.

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1. 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. Additionally, the Company determined that certain transactions may have been allowed without proper authority and approval. The Company has analyzed these transactions and believes that the internal controls required to safeguard company assets from unauthorized transactions were not present.

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

To mitigate the above weaknesses(s), to the fullest extent possible, our Company has engaged a financial consultant with significant accounting and reporting experience to assist in becoming and remaining current with its reporting responsibilities. Additionally, 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.

Changes in Internal Control Over Financial Reporting.

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

Significant Events

~~Effective~~We ~~January~~commenced 5football training camp operations in June 2022 with a cap start date of July 18, 2022, which was located at Ladd-Peebles Stadium in Mobile, Alabama. The training camp was comprised of the ~~Company~~four ~~amended~~initial ~~its~~teams ~~Articles~~and included over 260 potential players and coaches. The camp included transportation of ~~Incorporation~~certain football equipment from a Texas warehouse along with the purchase of new equipment. However, due to ~~increase~~a ~~authorized~~significant ~~shares~~delay in negotiating the stadium lease, the Company was delayed in obtaining additional funding from ~~600~~a planned registration statement. The Company was funding the training camp operations from the sale of convertible promissory notes and the sale of common stock from an existing Regulation A offering. Because of the delay,~~000~~ the Company suffered a significant cash flow issue with the payment of hotels and other training camp operating expenses. As a result,~~000~~ tothe ~~950~~Company shut down the training camp on July 29,~~000~~ 2022. As a result of the shut down of the training camp,~~000~~ the Company has a significant amount of outstanding accounts payable at July 31, 2022 that the Company is committed to paying in full. We have commenced planning for a full spring football season in 2023 tentatively commencing a training camp in April 2023 with games from May through June 2023 and a championship game held in July 2023.

OnIn ~~January~~August ~~24,~~ 2022, the Company ~~filed~~announced ~~form~~that ~~1-A~~it ~~Regulation~~had Areceived ~~Offering~~two ~~Statement~~proposals ~~with~~being ~~the~~(1) ~~SEC~~a ~~for the sale of 125~~$2,~~000~~500,000 ~~shares~~Stock ofEquity ~~our~~Term ~~$0.001~~Sheet ~~par~~from ~~value~~an ~~common~~institution ~~stock~~and at(2) a ~~range of~~ $~~0.01 to $0.05 per share or a range of $1~~5,~~250,~~000 ~~to $6~~,~~250,~~000 ofStock ~~gross~~Equity ~~proceeds. Effective~~Term ~~February~~Sheet 8,from ~~2022,~~another ~~the~~institution. ~~SEC~~As ~~approved~~previously ~~and~~announced, ~~qualified~~ the ~~Offering~~Company ~~Statement. There~~continues isto nomove ~~minimum~~forward ~~number~~with ofplans ~~shares~~to ofpay ~~common~~all ~~stock~~obligations ~~that~~incurred ~~must~~while bepreparing ~~sold~~for ina ~~the~~full ~~offering. The~~season ~~net~~of ~~proceeds from this offering would be utilized to fund our planned~~ spring ~~2022~~ football ~~season~~in ~~including~~2023. ~~equipment~~The ~~purchases~~key ~~and~~management ~~stadium~~team ~~deposits,~~of ~~general~~the ~~and~~Company ~~administrative~~remains ~~expenses~~intact and ~~provide~~dedicated ~~working~~to ~~capital~~this ~~for the Company~~goal. In ~~the~~addition ~~event we do not obtain the entire offering amount, we may attempt~~ to ~~obtain~~these ~~additional~~two ~~funds~~Term ~~through private offerings of our securities or by borrowing funds. Currently~~Sheets, wewhich dothe ~~not~~Company ~~have any committed sources of financing~~ and weits ~~may~~financial ~~not~~advisors beare ~~able to achieve these capital-raising objectives. If the required capital is not obtained in the proposed timeframe~~reviewing, the Company’s ~~planned~~continues ~~2022~~to ~~football~~have ~~season~~discussions ~~could~~with beother ~~delayed~~parties orfor ~~not~~additional ~~occur~~funding.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The information required herein is incorporated by reference from Note 8 7 – Commitments and Contingencies in the Notes to the Unaudited Condensed Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

Not required as a Smaller Reporting Company.

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

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

On1. ~~November~~From 4May 11, ~~2021~~2022 through July 20, 2022, the ~~lender~~Company ofreceived a $48549,~~000~~800 ~~convertible~~of ~~unsecured~~proceeds ~~promissory~~from ~~note~~the ~~elected~~sale toof ~~convert~~29,157,141 ~~the~~shares ~~entire~~of ~~principal~~stock ~~amount~~at ~~and~~prices ranging from $~~2,400~~0.0168 ofto ~~accrued~~$0.021 ~~interest~~per ~~into~~share ~~7,098,592~~in ~~shares~~relation ofto the Company’s Form 1-A Regulation A Offering Statement with the SEC for the sale of 125,000,000 shares of $0.001 par value common stock. Additionally, the Company received $40,000 of proceeds from three Reg A investors but were not processed because of technical paperwork items with the subscription documents. As a result, the Company has recorded the $40,000 as a subscription payable to the investors at July 31, 2022.

On2. ~~December~~From 9May 23, ~~2021~~2022 to July 6, ~~the~~2022, a lender of aan original $53315,000 ~~convertible~~senior ~~unsecured~~secured promissory note, elected to convert ~~the~~$178,257 ~~entire~~of the principal amount, ~~and~~ $220,~~650~~083 of accrued interest and a $3,500 of note conversion fees into 934,~~594~~800,~~828~~000 shares of the Company’s $0.001 par value common stock. and the principal balance of the promissory note is $136,743 after the conversion.

On3. ~~January~~Effective 13June 6, 2022, the Company executed a settlement agreement with the lender of an original $~~100~~150,000 convertible unsecured promissory note ~~elected~~with toan ~~convert~~outstanding $6,~~170~~000 principal balance. The settlement agreement was a release of any and all rights that the ~~principal~~lender ~~and~~could ~~$2,648~~have ofrequested ~~accrued~~in ~~interest~~exchange ~~into~~for 1the issuance of 2,~~348~~600,~~348~~000 shares of the Company’s $0.001 par value common stock. In exchange for the issuance of the shares, the remaining $6,000 outstanding principal balance of the note payable and accrued interest of $1,221 or $7,221 in total were cancelled. The difference between the $7,221 and $2,600 par value of the shares issued or $4,621 was recorded as an offset to additional paid in capital.

On4. ~~January~~From 28June 29, 2022 through July 11, 2022, the lender of an original $8055,000 convertible ~~secured~~unsecured promissory note elected to convert the entire $755,~~200~~000 ofoutstanding ~~the~~ principal amount and $2,200 of accrued interest into 14,~~000~~144,~~000~~927 shares of the Company’s $0.001 par value common stock. and as a result, the principal balance of the promissory note and accrued interest is $0 after the conversion.

No5. ~~underwriters~~On ~~were~~July ~~utilized~~13, ~~and~~2022, noin ~~commissions~~relation orto ~~fees~~the ~~were~~issuance ~~paid~~of ~~with~~a ~~respect~~10% toconvertible ~~any~~promissory note in the aggregate principal amount of $100,000, the ~~above~~Company ~~transactions~~issued five million (5,000,000) shares of the Company’s $0.001 ~~These~~par ~~persons~~value ~~were~~common stock. The Company evaluated the ~~only~~5,000,000 ~~offerees~~shares inof ~~connection~~stock ~~with~~issued ~~these~~and ~~transactions~~calculated the relative fair value between the note and the stock on the issue date utilizing the $0.0215 Wetrading ~~relied~~price of the stock on ~~Section~~July ~~4(a)(2)~~13, 4(2022, the date of issuance. As a~~)(5)~~ ~~and~~result, ~~Regulation~~the DCompany ofallocated $51,807 to the ~~Securities~~stock ~~Act~~which ~~since~~was recorded as a debt discount with an offset to additional paid in capital. The debt discount for the ~~transactions~~stock dois ~~not~~being ~~involve~~amortized ~~any~~over ~~public~~the ~~offering~~six-month term of the Note.

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

7. Effective July 27, 2022, the Company executed a settlement related to a stipulated judgment against the Company in the amount of $153,016 from June 4, 2018 for unpaid invoices for logo design and website development services provided. The settlement was a cash payment by the Company of $70,000 within ten (10) days of the settlement date and the issuance of one million (1,000,000) shares of the Company’s $0.001 par value common stock. The 1,000,000 shares were issued by the Company’s transfer agent on June 6, 2022 but the Company has recorded the issuance as common stock issuable at July 31, 2022.

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

Item 3. Defaults Upon Senior Securities.

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

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

The following exhibits are included herein:

31.1		Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Executive Officer of the Company.
31.2		Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Financial Officer of the Company.
32.2		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 Executive Officer of the Company.
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Executive Officer of the Company.
32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Financial Officer of the Company.

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SIGNATURES

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

	Major League Football, Inc.
March 17, 2022	By:	/s/ Francis J. Murtha
September 14, 2022	By:	/s/ Francis J. Murtha
		Francis J. Murtha
		Principal Executive Officer

	Major League Football, Inc.
March 17, 2022	By:	/s/ Gregory F. Campbell
September 14, 2022	By:	/s/ Gregory F. Campbell
		Gregory F. Campbell
		Principal Financial Officer

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