Public companies are required to disclose risks that can affect the business and impact the stock. These disclosures are known as “Risk Factors”. Companies disclose these risks in their yearly (Form 10-K), quarterly earnings (Form 10-Q), or “foreign private issuer” reports (Form 20-F). Risk factors show the challenges a company faces. Investors can consider the worst-case scenarios before making an investment. TipRanks’ Risk Analysis categorizes risks based on proprietary classification algorithms and machine learning.
Major League Football disclosed 22 risk factors in its most recent earnings report. Major League Football reported the most risks in the “Finance & Corporate” category.
Risk Overview Q4, 2019
Risk Distribution
77% Finance & Corporate
14% Production
5% Ability to Sell
5% Macro & Political
0% Tech & Innovation
0% Legal & Regulatory
Finance & Corporate - Financial and accounting risks. Risks related to the execution of corporate activity and strategy
This chart displays the stock's most recent risk distribution according to category. TipRanks has identified 6 major categories: Finance & corporate, legal & regulatory, macro & political, production, tech & innovation, and ability to sell.
Risk Change Over Time
S&P500 Average
Sector Average
Risks removed
Risks added
Risks changed
Major League Football Risk Factors
New Risk (0)
Risk Changed (0)
Risk Removed (0)
No changes from previous report
The chart shows the number of risks a company has disclosed. You can compare this to the sector average or S&P 500 average.
The quarters shown in the chart are according to the calendar year (January to December). Businesses set their own financial calendar, known as a fiscal year. For example, Walmart ends their financial year at the end of January to accommodate the holiday season.
Risk Highlights Q4, 2019
Main Risk Category
Finance & Corporate
With 17 Risks
Finance & Corporate
With 17 Risks
Number of Disclosed Risks
22
No changes from last report
S&P 500 Average: 31
22
No changes from last report
S&P 500 Average: 31
Recent Changes
0Risks added
0Risks removed
0Risks changed
Since Jan 2020
0Risks added
0Risks removed
0Risks changed
Since Jan 2020
Number of Risk Changed
0
No changes from last report
S&P 500 Average: 4
0
No changes from last report
S&P 500 Average: 4
See the risk highlights of Major League Football in the last period.
Risk Word Cloud
The most common phrases about risk factors from the most recent report. Larger texts indicate more widely used phrases.
Risk Factors Full Breakdown - Total Risks 22
Finance & Corporate
Total Risks: 17/22 (77%)Above Sector Average
Share Price & Shareholder Rights7 | 31.8%
Share Price & Shareholder Rights - Risk 1
Our stock continues to be delisted.
On September 14, 2017, the OTC Markets Group notified the Company of its delisting from the OTCQB due to its delinquency in filings, specifically with the SEC. It remains delisted as of the date of this Form 10-K. There is no assurance that the Company will be able to relist its shares in the near future. Inability to trade the stock on the OTC keeps the share price low due to lack of trading in the stock.
Share Price & Shareholder Rights - Risk 2
Our quarter-to-quarter performance may vary substantially, and this variance, as well as general market conditions, may cause our stock price to fluctuate greatly and even potentially expose us to litigation.
We have been unable to generate additional limited revenues under our MLFB business plan this past year due to an investor who agreed to provide up to $20 million in revenue but who failed to provide any funds and we were forced to declare a breach of the investment agreement. We cannot accurately estimate future quarterly revenue and operating expenses based on historical performance. Our quarterly operating results may vary significantly based on many factors, including:
- Fluctuating demand for our potential products - Announcements or implementation by our competitors of new products - Amount and timing of our costs related to our marketing efforts or other initiatives - Timing and amounts relating to the expansion of our operations - Our ability to enter into, renegotiate or renew key agreements - Timing and amounts relating to the expansion of our operations, or - Economic conditions specific to our industry, as well as general economic conditions
Our current and future expense estimates are based, in large part, on estimates of future revenue, which is difficult to predict. We expect to make significant operating and capital expenditures in connection with the development of our plan of business. We may be unable to, or may elect not to, adjust spending quickly enough to offset any unexpected revenue shortfall. If our increased expenses were not accompanied by increased revenue in the same quarter, our quarterly operating results would be harmed.
Share Price & Shareholder Rights - Risk 3
Rules related to low-priced equity securities may make it harder for you to sell our common stock.
The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks." Penny stocks are defined by law generally as equity securities with a price of less than $5.00 per share (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The penny stock rules place additional responsibilities on broker-dealers effecting transaction in such securities. These requirements may have the effect of reducing the level of trading activity in the secondary markets for a stock that is subject to the penny stock rules.
Share Price & Shareholder Rights - Risk 4
Our common stock is delisted and trades on the Pink Sheets and it may be more difficult to sell your stock.
Our common stock trades under the symbol "MLFB," and it has a limited trading market. Currently, our stock is delisted from listing on the OTC and is traded in the pink sheets. Accordingly, we cannot assure you as to the liquidity of any markets that may be available for our common stock. Your ability to sell your Company common stock, or the price at which you may be able to sell your Company common stock, may be impacted.
Share Price & Shareholder Rights - Risk 5
The exercise of options and warrants and other issuances of common stock or securities convertible into common stock will dilute your interest.
From time to time our Company granted options and stock awards to our employees in accordance with our Company's 2014 Employee Stock Plan. Additionally, our Company granted shares or warrants to our consultants and other service providers. The exercise of options and warrants at prices below the market price of our common stock could adversely affect the price of shares of our common stock. Additional dilution may result from the issuance of shares of our capital stock in connection with any stock awards or other purposes.
We anticipate offering any short or long-term investors shares in order to attract short term financing. The issuance of those additional shares will further dilute the outstanding shares.
Any issuance of our common stock that is not made solely to then-existing stockholders proportionate to their interests, such as in the case of a stock dividend or stock split, will result in dilution to each stockholder by reducing his, her or its percentage ownership of the total outstanding shares. Moreover, if we issue options or warrants to purchase our common stock in the future and those options or warrants are exercised or we issue stock, stockholders may experience further dilution. Holders of shares of our common stock have no preemptive rights that entitle them to purchase their pro rata share of any offering of shares of any class or series.
Share Price & Shareholder Rights - Risk 6
Shares Eligible for Future Sale May Adversely Affect the Market.
From time to time, certain of the Company's stockholders may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144, promulgated under the Securities Act, subject to certain limitations. In general, a non-affiliate stockholder who has satisfied a six-month holding period may, under certain circumstances, sell its shares, without limitation. Any substantial sale of the Company's common stock pursuant to Rule 144 or pursuant to any resale prospectus may have a material adverse effect on the market price of our common stock.
Share Price & Shareholder Rights - Risk 7
Our Company's Stock Price May Be Volatile.
The market price of our Company's common stock is likely to be highly volatile in response to our current delisting and ability to sell shares may be limited due to the delisting. Other factors may impact on our stock price, any of which are beyond our control, including:
- The timing of our products and services - Additions or departures of key personnel - Sales of our Company common stock - Our Company‘s ability to integrate operations, technology, products and services - Our Company‘s ability to execute our business plan - Operating results below expectations - Loss of any strategic relationship - Industry developments - Economic and other external factors, and - Period-to-period fluctuations in our Company's financial results.
Because we have a limited operating history, you may consider any one of these factors to be material. Our stock price may fluctuate widely because of any of the above listed factors. In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our Company's common stock.
Accounting & Financial Operations5 | 22.7%
Accounting & Financial Operations - Risk 1
A material weakness in internal controls may remain undetected for a longer period because of our Company's exemption from the auditor attestation requirements under Section 404(b) of Sarbanes-Oxley.
Our annual report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management's attestation in this annual report. As a result, a material weakness in our internal controls may remain undetected for a longer period.
Accounting & Financial Operations - Risk 2
Our Company has a limited operating history under its Major League Football business structure.
Our Company's principal business operations are comprised of its Major League Football operations. We are subject to risks and difficulties frequently encountered by early-stage companies such as our Company.
Unanticipated problems, expenses and delays are frequently encountered in establishing a new business, and a new sports league, along with developing new products and services. We may not be successful in addressing some or all of those risks, in which case there could be a material negative effect on our business and the value of the Company's common stock that could also cause our Company to reduce, curtail or cease operations. Our Company may never become profitable if revenue is lower and operating expenses are higher than anticipated.
Accounting & Financial Operations - Risk 3
Our Limited Operating History Makes It Difficult for You to Evaluate Our Prospects and Future Performance.
Our Company's business operations have only a limited history upon which an evaluation of our prospects and future performance can be made. Our Company's operations are subject to all business risks associated with development stage enterprises. The likelihood of our Company's success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the establishment and expansion of a business, operation in a competitive industry, and the continued development of advertising, promotions, and fan base. We believe it is likely that we will continue to sustain losses throughout 2019. We cannot assure you that our Company will ever operate profitably.
Accounting & Financial Operations - Risk 4
Our Limited Operating History Makes It Difficult for us to estimate correctly our future operating expenses and anticipated revenue sources, which could lead to cash shortfalls.
We have a limited operating history as Major League Football, and as a result our historical financial and other operating data may be of limited value in estimating future operating revenue, revenue sources and expenses. Our budgeted expense levels are based in part on our expectations concerning future revenue and future revenue sources. The amount and sources of these revenues will depend on the success of the league, its teams, our marketing efforts, our ability to secure new sponsorships, our perception by fans, the general public, and other factors that are difficult to forecast accurately.
Accounting & Financial Operations - Risk 5
We have previously had and could have future losses, deficits and deficiencies in liquidity, which could impair our ability to continue as a going concern.
Our independent registered public accounting firm has indicated that certain factors raise substantial doubt about our ability to continue as a going concern and these factors are discussed in Note 1 to our audited financial statements. Since its inception, the Company has suffered recurring losses from operations and has been dependent upon existing stockholders, new investors and the sale of available-for-sale marketable equity securities to provide the cash resources to sustain its operations.
As reflected in the accompanying financial statements, the Company had $2,100 of revenue. The Company had $353,608 of net cash used in operating activities and a net loss of $746,292 for the year ended April 30, 2019. For the year ended April 30, 2018, the Company had no revenue, $276 of net cash provided by operating activities and a net loss of $353,614. Additionally, at April 30, 2019, the Company has a working capital deficit of $3,550,138, an accumulated deficit of $27,297,245 and a stockholders' deficit of $3,388,638, which could have a material impact on the Company's financial condition and operations. At April 30, 2019, the Company does not have sufficient cash resources or current assets to pay its obligations. This is a significant risk to our business and stockholders and results in: (i) making it more difficult for us to satisfy our obligations; (ii) impeding us from obtaining additional financing in the future for working capital, capital expenditures and general corporate purposes; and (iii) making us more vulnerable to a downturn in our business and limits our flexibility to plan for, or react to, changes in our business.
The time required for us to become profitable under our Major League Football business structure is highly uncertain, and we cannot assure you that we will achieve or sustain profitability or generate sufficient cash flow from operations to meet our planned capital expenditures, working capital and debt service requirements. If required, our ability to obtain additional financing from other sources also depends on many factors beyond our control, including the state of the capital markets and the prospects for our business. The necessary additional financing may not be available to us or may be available only on terms that would result in further dilution to the current owners of our common stock.
Our Company intends on seeking interim short-term financing to continue full legal compliance with its SEC filings, and to bring on the necessary personnel to begin its future development activities. Its working capital needs will be met largely from the sale of debt and public equity securities, until such time that funds provided by operations, if ever, are sufficient to fund working capital requirements. The accompanying financial statements do not include any adjustments relating to the recoverability or classification of recorded assets and liabilities that might result should the Company be unable to continue as a going concern.
Debt & Financing1 | 4.5%
Debt & Financing - Risk 1
We will require additional capital to fund our operations and if we do not obtain additional capital, we may be required to substantially limit our operations and/or to delay launching our league in accordance with our business plan.
Our business does not presently generate the cash needed to finance our current and anticipated operations and we need to obtain additional financing to finance our operations until such time that we can conduct profitable revenue-generating activities.
Anticipated, but as yet unproven, revenue from sponsorships, television, licensing, special events, and market reservations are expected by management to provide sufficient working capital for on-going operations. Our capital requirement in connection with our growth plans is significant and we require substantial working capital to fund our business. We expect that we will need additional short-term financing as well as financing over the next 12 months for our business plan. We plan a full 6 team, 8 game regular season for 2020 beginning with a full training camp in April 2020 and games in May, June and July 2020. We anticipate holding one championship game following the 2020 regular season.
We expect we will need additional short-term financing as well as financing over the next 12 months and specifically, the Company plans and is in final discussions with individual investors to raise at least an additional $1 million by August 31, 2019 and a tiered subsequent raise of $20 million between October and December 2019. The raise of 20 million dollars will cover the Company's anticipated expenses for its 6-team 8-game regular season in 2020. We cannot assure you that adequate financing will be available on acceptable terms, if at all. Our failure to raise additional financing in a timely manner would adversely affect our ability to pursue our business plan and could cause us to delay launching our league and our proposed business plan.
We intend to seek additional funding through public or private financings, including debt and equity financings. Additional financing may not be available to us, due to, among other things, our Company not having a sufficient credit history, income stream, profit level, asset base eligible to be collateralized, or market for its securities. If we raise additional funds by issuing equity or convertible debt securities, the percentage ownership of our existing stockholders may be reduced, and these securities may have rights superior to those of our common stock. If adequate funds are not available to satisfy our requisite capital requirements, or if planned revenues are not generated, we may be required to substantially limit our operations.
Corporate Activity and Growth4 | 18.2%
Corporate Activity and Growth - Risk 1
We do not have a Board of Directors.
With the resignation of the prior board and the termination of Jerry Craig's position as the sole Director due to his failure to fulfill the terms of the Stock Purchase Agreement, (See Timeline of Significant Events) effective October 13, 2017, the Company was left without a Board of Directors. Pursuant to the Bylaws, a Special Meeting can be called by any stockholder or Officer for the purpose of electing a new board. To date, no such action has been taken. Senior Executive Vice President Frank Murtha intends to call such a meeting once funding is available to do so. However, the absence of a Board prohibits taking those actions which, according to the Bylaws and Declarations, can only be taken via Board action/approval. Said actions include, but are not limited to, the appointment of additional officers and other decisions relating to Company activity and growth.
Corporate Activity and Growth - Risk 2
We are subject to the risks frequently experienced by early stage companies.
The likelihood of our success must be considered in light of the risks frequently encountered by early stage companies. These risks include our potential inability to:
- Establish Major League Football as a viable sports league - Establish product sales, marketing capabilities and establish and maintain markets for our league - Identify, attract, retain and motivate qualified personnel - Maintain our reputation and build trust with fans - Attract sufficient capital resources to develop its business.
Corporate Activity and Growth - Risk 3
If we fail to effectively manage our growth, and effectively develop the MLFB sports league, our business will be harmed.
Failure to manage growth of operations could harm our business. To date, a large number of our activities and resources have been directed at developing our business plan and developing potential related products. The building of a sports league requires effective planning and management. In order to effectively manage growth, we must:
- Continue to develop an effective planning and management process to implement our business strategy - Hire, train and integrate new personnel in all areas of our business, and - Increase capital investments
We cannot assure you that we will be able to accomplish these tasks effectively or otherwise effectively manage our growth.
Corporate Activity and Growth - Risk 4
Our plan to develop relationships with strategic partners may not be successful.
Part of our business strategy is to maintain and develop strategic relationships with various third parties, such as broadcast networks and sports arenas. For these efforts to be successful, we must successfully enter into agreements with these third parties on terms that are attractive to us and integrate and coordinate their resources and capabilities with our own. We may be unsuccessful in entering into agreements with acceptable partners or negotiating favorable terms in these agreements. Also, we may be unsuccessful in integrating the resources or capabilities of these partners. If we are unsuccessful in our collaborative efforts, our ability to develop and market our league could be severely limited.
Production
Total Risks: 3/22 (14%)Above Sector Average
Employment / Personnel2 | 9.1%
Employment / Personnel - Risk 1
We are dependent upon our key executives for future success.
Our future success to a significant extent depends on the continued services of Frank Murtha, our sole employee and Officer as well as the volunteer efforts of several professionals who strongly believe in the business plan and wish for it to succeed. Additionally, we believe that recruiting a qualified Board, Chief Executive Officer and Chief Financial Officer is crucial to our success. The departure of Frank Murtha or the loss of any of its professional volunteers could materially adversely affect our ability to implement our business strategy. Currently, we do not maintain for our benefit any key-man life insurance on our key executive. Upon funding, the Company has employment commitments from other highly qualified individuals.
Employment / Personnel - Risk 2
Failure to retain and attract qualified personnel could harm our business.
Our success depends on our ability to attract, train and retain qualified personnel. Competition for qualified personnel is intense and we may not be able to hire sufficient personnel to support the anticipated growth of our business. If we fail to attract and retain qualified personnel, our business will suffer.
Costs1 | 4.5%
Costs - Risk 1
Our cash expenses are large relative to our cash resources and cash flow.
At April 30, 2019, we had only $5,417 of cash resources and continue to have limited cash resources through the date of this Form 10-K. Consequently, we have been required either to sell new shares of our common stock or convertible promissory notes to raise the cash necessary to pay ongoing expenses and to make new investments and this could lead to continuing dilution in the interest of existing Company stockholders.
Ability to Sell
Total Risks: 1/22 (5%)Above Sector Average
Competition1 | 4.5%
Competition - Risk 1
We encounter substantial competition from various sources.
We face significant competition within the professional sports league market, including the announcement of another professional football league that is intended to compete directly with our business plan. In order to attract fans and market league-related merchandise and other products and services offered by the Company and the league, we must successfully compete with 32 NFL, 9 Canadian Football League, 627 NCAA, 91 NAIA, 142 JUCO's, 27 Canadian Universities, and thousands of high school and collegiate institution teams. One potential competitor, the XFL professional football league has announced plans to play in the late winter and early spring of 2020 and provides competition in essentially the same market in which the Company intends to operate and represent competition which was not present at the time of the Company's formation in 2014. They, however, will be in major NFL cities and mostly NFL stadiums, a significant contrast from the Company's planned business. Additionally, another potential competitor, the Alliance of American Football, announced on April 2, 2019 that the league's football operations were suspended, and on April 17, 2019, the league filed for Chapter 7 bankruptcy. Finally, we must compete with other sporting and non-sporting sources of entertainment. Given the established nature of many of those competitors, there can be no guarantee that we will attract enough revenue from fans and other sources to be profitable.
Macro & Political
Total Risks: 1/22 (5%)Above Sector Average
Economy & Political Environment1 | 4.5%
Economy & Political Environment - Risk 1
Our performance may be harmed if unfavorable economic conditions adversely affect consumer spending.
Our success depends to a significant extent upon a number of factors relating to discretionary consumer spending, including economic conditions affecting disposable consumer income such as employment, business conditions, taxation and interest rates. Other events that adversely affect the economy may diminish consumer spending. There can be no assurance that consumer spending will not be affected by adverse economic conditions, thereby adversely affecting our business, financial condition and results of operations.
See a full breakdown of risk according to category and subcategory. The list starts with the category with the most risk. Click on subcategories to read relevant extracts from the most recent report.
FAQ
What are “Risk Factors”?
Risk factors are any situations or occurrences that could make investing in a company risky.
The Securities and Exchange Commission (SEC) requires that publicly traded companies disclose their most significant risk factors. This is so that potential investors can consider any risks before they make an investment.
They also offer companies protection, as a company can use risk factors as liability protection. This could happen if a company underperforms and investors take legal action as a result.
It is worth noting that smaller companies, that is those with a public float of under $75 million on the last business day, do not have to include risk factors in their 10-K and 10-Q forms, although some may choose to do so.
How do companies disclose their risk factors?
Publicly traded companies initially disclose their risk factors to the SEC through their S-1 filings as part of the IPO process.
Additionally, companies must provide a complete list of risk factors in their Annual Reports (Form 10-K) or (Form 20-F) for “foreign private issuers”.
Quarterly Reports also include a section on risk factors (Form 10-Q) where companies are only required to update any changes since the previous report.
According to the SEC, risk factors should be reported concisely, logically and in “plain English” so investors can understand them.
How can I use TipRanks risk factors in my stock research?
Use the Risk Factors tab to get data about the risk factors of any company in which you are considering investing.
You can easily see the most significant risks a company is facing. Additionally, you can find out which risk factors a company has added, removed or adjusted since its previous disclosure. You can also see how a company’s risk factors compare to others in its sector.
Without reading company reports or participating in conference calls, you would most likely not have access to this sort of information, which is usually not included in press releases or other public announcements.
A simplified analysis of risk factors is unique to TipRanks.
What are all the risk factor categories?
TipRanks has identified 6 major categories of risk factors and a number of subcategories for each. You can see how these categories are broken down in the list below.
1. Financial & Corporate
Accounting & Financial Operations - risks related to accounting loss, value of intangible assets, financial statements, value of intangible assets, financial reporting, estimates, guidance, company profitability, dividends, fluctuating results.
Share Price & Shareholder Rights – risks related to things that impact share prices and the rights of shareholders, including analyst ratings, major shareholder activity, trade volatility, liquidity of shares, anti-takeover provisions, international listing, dual listing.
Debt & Financing – risks related to debt, funding, financing and interest rates, financial investments.
Corporate Activity and Growth – risks related to restructuring, M&As, joint ventures, execution of corporate strategy, strategic alliances.
2. Legal & Regulatory
Litigation and Legal Liabilities – risks related to litigation/ lawsuits against the company.
Regulation – risks related to compliance, GDPR, and new legislation.
Environmental / Social – risks related to environmental regulation and to data privacy.
Taxation & Government Incentives – risks related to taxation and changes in government incentives.
3. Production
Costs – risks related to costs of production including commodity prices, future contracts, inventory.
Supply Chain – risks related to the company’s suppliers.
Manufacturing – risks related to the company’s manufacturing process including product quality and product recalls.
Human Capital – risks related to recruitment, training and retention of key employees, employee relationships & unions labor disputes, pension, and post retirement benefits, medical, health and welfare benefits, employee misconduct, employee litigation.
4. Technology & Innovation
Innovation / R&D – risks related to innovation and new product development.
Technology – risks related to the company’s reliance on technology.
Cyber Security – risks related to securing the company’s digital assets and from cyber attacks.
Trade Secrets & Patents – risks related to the company’s ability to protect its intellectual property and to infringement claims against the company as well as piracy and unlicensed copying.
5. Ability to Sell
Demand – risks related to the demand of the company’s goods and services including seasonality, reliance on key customers.
Competition – risks related to the company’s competition including substitutes.
Sales & Marketing – risks related to sales, marketing, and distribution channels, pricing, and market penetration.
Brand & Reputation – risks related to the company’s brand and reputation.
6. Macro & Political
Economy & Political Environment – risks related to changes in economic and political conditions.
Natural and Human Disruptions – risks related to catastrophes, floods, storms, terror, earthquakes, coronavirus pandemic/COVID-19.
International Operations – risks related to the global nature of the company.
Capital Markets – risks related to exchange rates and trade, cryptocurrency.