Cautionary Notice Regarding Forward Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including those relating to our liquidity, our belief that we will not have sufficient cash and borrowing capacity to meet our working capital needs for the next 12 months without further financing, our expectations regarding acquisitions and new lines of business, gross profit, gross margins and capital expenditures. Additionally, words such as "expects," "anticipates," "intends," "believes," "will" and similar words are used to identify forward-looking statements.

Some or all of the results anticipated by these forward-looking statements may not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include, but are not limited to, the Risk Factors which may appear in our filings and reports made with the Securities and Exchange Commission (the "SEC"), our lack of working capital, the value of our securities, the impact of competition, the continuation or worsening of current economic conditions, technology and technological changes, a potential decrease in consumer spending and the condition of the domestic and global credit and capital markets. Additionally, these forward-looking statements are presented as of the date this Form 10-K is filed with the SEC. We do not intend to update any of these forward-looking statements.

This discussion should be read in conjunction with the other sections of this Report, including "Description of Business" and the Financial Statements attached hereto pursuant and the related exhibits. The various sections of this discussion contain a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this Report.

The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto contained elsewhere in this annual report. The following discussion and analysis contain forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.





Overview

The purpose of the Company is to serve as a professional mixed martial arts fighting league within the U.S. The Company has a December 31 year end. As of December 31, 2021, the issued and outstanding shares of common stock totaled 77,243,073 and the issued and outstanding shares of preferred totaled 2.





Recent Events



None



Going Concern

The report of our independent registered public accounting firms that accompanies our audited consolidated financial statements for the year ended December 31, 2021, contain a going concern qualification in which such firm expressed substantial doubt about our ability to continue as a going concern. We had net cash used in operations of $500,000 during the year ended December 31, 2021. At December 31, 2021, we had working capital deficit of $1,187,287. Additionally, at December 31, 2021, we had an accumulated deficit of $37,719,964. These matters and our expected needs for capital investments required to support operational growth raise substantial doubt about our ability to continue as a going concern. Without additional capital, we will be unable to achieve our business objectives, and may be forced to curtail our operations, reduce headcount, and/or temporarily cease our operations until requisite capital is secured. Our consolidated financial statements do not include any adjustments to reflect the possible effects on recoverability and classification of assets or the amounts and classification of liabilities that may result from our inability to continue as a going concern.

Critical Accounting Policies and Estimates

Our consolidated financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. These estimates and assumptions are affected by management's applications of accounting policies. Critical accounting policies for our company include accounting for stock-based compensation.





Stock Based Compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and non-employee services received in exchange for an award of equity instruments over the period the employees, consultants and third parties are required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employees, consultants and third parties' services received in exchange for an award based on the grant-date fair value of the award.





Use of Estimates

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the assumptions used to calculate stock-based compensation, valuation of intangible assets; estimated useful life assigned to finite-lived assets and impairment of long-lived assets.





Results of Operations

Net Revenue. For the years ended December31, 2021, and 2020, revenues generated were approximately $2,180,324 and $371,298, an increase of $1,809,026 or 487%. Revenues were derived primarily from sponsorship advertising during the fights.

Operating Expenses. Total operating expenses for the year ended December 31, 2021, were $4,606,683 a, decrease of $9,836,230 or 313%, from total operating expenses for the year ended December 31, 2020, of $14,071,615.

Selling, General Administration expenses. Selling, general and administration expenses for the year ended December 31, 2021, were $2,700,297, a decrease of $10,582,936, or 492%, from selling, general and administration expenses for the year ended December 31, 2020, of $13,282,936. The Company commenced operations operating as sports entertainment media company in 2020.

Depreciation and amortization. Depreciation and amortization expenses were $1,906,683 for the year ended December 31, 2021, as compared to $1,159,977 for the year ended December 31, 2020 an increase of $746,706, or 64%.

Interest Expense. Interest expenses were $47,100 and $44,011 during the years ended December 31, 2021, and 2020 respectively, representing an increase of $3,089 or 7%. The increase is primarily attributable to the addition of debt of $500,000 in 2021.

We expect our expenses in each of these areas to continue to increase during fiscal 2022 and beyond as we expand our operations and begin generating additional revenues under our current business. However, we are unable at this time to estimate the amount of the expected increases.

Net Loss. We recorded net loss after income tax of $2,473,459 for the year ended December 31,2021, as compared to a net loss of $14,115,626 for the year ended December 31,2020. The decrease is a result of the factors as described above.

Liquidity and Capital Resources

Since inception we have incurred and continue to incur significant losses from operations. Historically, we have financed our operations through various financings. If we continue to incur negative cash flow from sources of operating activities for longer than expected our ability to continue as a going concern could be in substantial doubt and we will require additional funds through debt facilities, and/or public or private equity or debt financings to continue operations. The Company is working to secure financing to continue to support the Company's businesses and meet all of its financial obligations. The Company can provide no assurance as to the successful conclusion of the financing. Furthermore, the Company is aggressively looking to reduce costs of its operations as well as eliminating certain corporate overhead expenses to maximize income. We cannot provide any assurance that we will be able to obtain the capital we require on a timely basis or on terms acceptable to us. Without additional capital, we will be unable to achieve our business objectives, and may be forced to curtail our operations, reduce headcount, and/or temporarily cease our operations until requisite capital is secured.

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. On December 31, 2021, we had a cash balance of $23,119 and working capital is a deficit of $1,187,287.

Our current assets at December 31,2021 were $88,119 and $78,049, for December 31, 2020 or an increase of $10,070 or 12%. The increase included cash of $10,070.

Our current liabilities at December 31, 2021 increased to $1,275,406 from $775,406 or an increase of $500,000 or 64% from December 31, 2020. The increase is comprised of increases in convertible debt of $500,000.





Operating Activities

Net cash flows used in operating activities for the year ended December 31, 2021, amounted to $500,000 and were attributable to; our net loss of $2,473,459, offset by; depreciation and amortization of $1,906,386. Changes in operating assets and liabilities were reflected by increases in accounts payable and other current liabilities.

Net cash flows used in operating activities for the year ended December 31, 2020, amounted to $15,620 and were attributable to; our net loss of $20,453,195, offset by; stock-based compensation of $20,550,000, gain on debt forgiveness of ($150,197). Changes in operating assets and liabilities were reflected by increases in accounts payable and other current liabilities of 37,772.






Investing Activities

Net cash flows used in investing activities were $0 and $78,999 or the years ended December 31, 2021, and 2020, respectively. For the year ended December 31, 2020, we purchased property and equipment of $13,999 and gave advances to a related party of $65,000.














Financing Activities

Net cash flows provided by financing activities were $500,000 and $806,818 for the years ended December 31,2021 and 2020, respectively.

Off-balance Sheet Arrangements

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as stockholder's equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity.

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