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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURUTIES EXCHANGE ACT OF 1934

For the fiscal year endedJuly 31, 2011

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from [ ] to [ ]

Commission file number333-153510

TAKEDOWN ENTERTAINMENT INC.(Exact Name of Registrant as Specified in Its
Charter)

|Nevada                          | 26-2801338         
|------------------------------- | -------------------
|(State or Other Jurisdiction of | (I.R.S. Employer   
|Incorporation or Organization)  | Identification No.)

22 Billiter Street, City of London, London UK, EC3M
2RY

UK: +44 20 3318
8590                 
US: 310 995 1070(Telephone Number)

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

|Title of Each Class | Name of Each Exchange On Which Registered
|------------------- | -----------------------------------------
|N/A                 | N/A                                      

Securities registered pursuant to section 12(g) of the Act:
Common Stock, $0.001 par value

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

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

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

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-K (§229.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).

Yes ___   No __

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

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):

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|Large accelerated | Accelerated | Non-accelerated filer __             | Smaller reporting
|----------------- | ----------- | ------------------------------------ | -----------------
|filer __          | filer __    | (Do not check if a smaller reporting | CompanyX         
|                  |             | company)                             |                  

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

The aggregate market value of Common Stock held by
non-affiliates of the Registrant on July 31, 2011 was $nil based on a $nil
average bid and asked price of such common equity, as of the last business day
of the registrants most recently completed second fiscal quarter.

As of October 21, 2011 the registrant had 81,527,753 shares of
common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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TAKEDOWN ENTERTAINMENT INC. TABLE OF CONTENTS

|Item
      1.  | Business                                                                                                                 | 4 
|-------------- | ------------------------------------------------------------------------------------------------------------------------ | --
|Item
      1A. | Risk
      Factors                                                                                                       | 9 
|Item
      1B. | Unresolved
      Staff Comments                                                                                          | 12
|Item
      2.  | Properties                                                                                                               | 12
|Item
      3.  | Legal
      Proceedings                                                                                                  | 12
|Item
      4.  | [Removed
      and Reserved]                                                                                             | 12
|Item
      5.  | Market
      for Registrants Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities | 12
|Item
      6.  | Selected
      Financial Data                                                                                            | 13
|Item
      7.  | Managements
      Discussion and Analysis of Financial Condition and Results of Operations                              | 14
|Item
      7A. | Quantitative
      and Qualitative Disclosures About Market Risk                                                         | 19
|Item
      8.  | Financial
      Statements                                                                                               | 20
|Item
      9.  | Changes
      in and Disagreements with Accountants on Financial Disclosure                                              | 22
|Item
      9A. | Controls
      and Procedures                                                                                            | 22
|Item
      9B. | Other
      Information                                                                                                  | 22
|Item
      10. | Directors,
      Executive Officers and Corporate Governance                                                             | 23
|Item
      11. | Executive
      Compensation                                                                                             | 27
|Item
      12. | Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters               | 29
|Item
      13. | Certain
      Relationships and Related Transactions, and Director Independence                                          | 29
|Item
      14. | Principal
      Accounting Fees and Services                                                                             | 30
|Item
      15. | Exhibits,
      Financial Statement Schedules                                                                            | 31

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PART I

Item 1. Business

This annual report contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may,
should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled Risk Factors, that may cause our or our industrys actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

In this annual report, unless otherwise specified, all dollar
amounts are expressed in United States dollars and all references to common
shares refer to the common shares in our capital stock.

As used in this annual report, the terms we", "us", "our" and
"our company" mean Takedown Entertainment Inc. and our wholly owned subsidiary,
Takedown Fight Media Inc., a Nevada corporation, unless otherwise indicated.

COMPANY OVERVIEW

We were incorporated in the State of Nevada on June 12, 2008 as
Silver Bay Resources Inc., with the intention of carrying on business as a
mineral exploration company and issued 22,000,000 shares of common stock on June
12, 2008 for cash of $20,000. On June 30, 2010 we changed our name to Takedown
Entertainment Inc., to better reflect a change of business direction. In
addition, on June 30, 2010 we effected a forward split of our issued and
authorized shares on the basis of five new shares for one old share (5:1).

During 2008 we staked one mineral claim located 100 km
northwest of Vancouver, British Columbia and acquired a molybdenum property
comprised of one mineral claim located approximately 35 kilometers north of
Vancouver, British Columbia. Due to a lack of funding we were unable to proceed
with the exploration of the properties and mineral property costs of $20,000 has
been expensed. Both properties have since been abandoned by the Company. We did
not proceed with further exploration of the mineral claims due to a
determination that the results of our initial geological program did not
generate investor interest in the claims and we were unable to finance further
exploration.

We had $111,799 in cash reserves as of the year ended July 31,
2011. We anticipate that we will incur $50,000 for administrative expenses,
including professional legal and accounting expenses associated with compliance
with our periodic reporting requirements over the next twelve months, and
approximately $100,000 per month to continue with our business development.

We are contemplating raising additional capital to finance our
business operations. No final decisions regarding financing have been made at
this time.

Our company, by the efforts of our president, Peter E. Wudy, is
an integrated media and sports entertainment company involved in the
acquisition, production, licensing, marketing and distribution of mixed martial
arts (MMA) content, programming and merchandising for North American and
International markets. Quite simply, Takedown will deliver the MMA fights that
people want to see. Through strategic investment, underwriting, licensing and
royalty agreements Takedown works with MMA fight organizations around the world,
allowing them to access untapped revenue streams of a wider distribution.
Takedown licenses and acquires certain rights from each MMA fight organization
including live fight footage, brands & trademarks, digital media &
content, consumer products & merchandise and advertising & sponsorship
representation, then leverages these rights across virtually all media outlets
and distribution channels.

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Through our wholly owned subsidiary, Takedown Fight Media Inc.,
a Nevada corporation, all operations are structured around four business
divisions, collectively responsible for executing our corporate business
strategy. These divisions are involved in: 1) identifying investment,
acquisition and licensing opportunities, 2) building relationships with fight
promoters, fighters, digital media publishers, licensees and advertisers, 3)
developing, distributing and licensing all products and services, and 4)
creating and marketing the Takedown brand.

It is anticipated that funding for our MMA project will come
from one or more of the following means: engaging in an offering of our stock;
engaging in borrowing; locating a joint venture partner or partners.

OUR CURRENT BUSINESS

We are an integrated media and sports entertainment company
involved in the acquisition, production, licensing, marketing and distribution
of MMA content, programming and merchandising for North American and
International markets.

Our operations involve the aggregation of MMA fights and
content from fight promoters, fighters and digital media publishers, the
packaging of content and programming for distribution to broadcasters and
digital media platforms, the representation of opportunities to advertisers and
sponsors, the development and licensing of home entertainment and consumer
products, and the marketing of it all to a global audience of MMA fans.

Through strategic investment, underwriting, licensing and
royalty agreements we work with MMA fight organizations around the world,
allowing them to access untapped revenue streams of a wider distribution. We
license and acquire certain rights from each MMA fight organization including
live fight footage, brands and trademarks, digital media and content, consumer
products and merchandise and advertising and sponsorship representation, then
leverage these rights across virtually all media outlets and distribution
channels.

On January 31, 2011, we entered into a convertible loan
agreement with Triumph Capital Inc. Under the terms of the convertible loan
agreement, Triumph has agreed to loan to our company up to $1,000,000. The loan
is convertible into shares of common stock at a conversion price set at 75% of
the average closing bid prices for the ten trading days immediately preceding
the conversion date. The loan will bear interest at 7.5% per annum. The
principal amount of the loan is due and payable five years from the advancement
date. On July 31, 2011, Triumph provided us with a conversion notice pursuant to
the convertible loan agreement in the amount of $1,037,500 (includes accrued
interest) with a conversion price of $0.75 for 1,383,333 shares of common stock
of our company.

On May 1, 2011, we entered into a director agreement and a
consulting agreement, each for a term of 12 months, with Dr. Allan Noah Fields,
whereby Dr. Fields has agreed to serve as a member of our board of directors and
provide additional consulting services. As compensation under the director
agreement, we have agreed to issue 15,000 restricted shares of our common stock
for every three (3) months period during which Dr. Fields sits on our board of
directors. As compensation under the consulting agreement, we have agreed to pay
$4,000 per month for consulting services.

On May 12, 2011, we entered into an advertising agreement with
Dr. Diego Allende. Pursuant to the agreement, we have agreed to provide Dr.
Allende with a range of advertising services over a 12 month term, including the
creation and placement of advertisements in connection with various televised
and internet based MMA content. In consideration for the services, we will
receive an aggregate of $300,000 payable in four quarterly instalments of
$75,000 beginning upon execution of the agreement. Twenty percent of the
compensation will be allocated to overhead expenses with the balance allocated
toward our then current advertising placement fees and third party expenses
incurred by us. Any unallocated compensation will be refundable on completion of
the term. The agreement is effective as of May 7, 2011.

On July 31, 2011, Triumph provided us with a conversion notice
pursuant to an outstanding shareholder loan in the amount of $87,406, which had
accrued interest of $20,894 for an aggregate amount due of $108,390. The loan
was converted into 144,420 shares of common stock of our company based on a
conversion price of $0.75.

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On August 11, 2011, we entered into a consulting agreement with
Radius Consulting, Inc. to provide business development and financial marketing
services to our company. Radius primary objectives are to increase the
awareness of corporate initiatives, introduce our company to private,
institutional and retail investors, generate media coverage and manage
day-to-day shareholder inquiries. Radius will receive compensation of $2,500 per
month for a period of 90 days.

On August 30, 2011, we entered into a share cancellation
agreement with Peter Wudy, a director and officer of our company, for the
cancellation of 30,000,000 shares of our common stock held by Mr. Wudy for no
cash consideration.

BANKRUPTCY OR SIMILAR PROCEEDINGS

We have not been the subject of a bankruptcy, receivership or
similar proceedings.

PRINCIPAL PRODUCTS

We develop engaging mixed martial arts entertainment, from live
MMA fights to magazine-style shows, digital media content and branded
merchandise that we leverage and distribute across virtually all media. Our live
and televised events, digital media, home entertainment and consumer products
provide significant cross-promotion and marketing opportunities that reinforce
our brand while effectively reaching our fans. Our principal products include:

Takedown Television Programming

Takedown Fight Nights

Our premier product, Takedown Fight Nights features LIVE MMA
fight events from around the world in front of sold out crowds. We deliver 2
hours of new fights each week from a variety of International locations and
feature some of the top name mixed martial arts fighters in the sport. Available
via live, delayed, on-demand and pay-per-view broadcast.

Best of Takedown

Best of Takedown is the best of the best from the Takedown
archives. A compilation show of the best MMA fights from Takedown Fight
Nights, Best of Takedown features legendary fighters and legendary fights,
quickest knockouts, best submissions and many more. Available as 30 and 60
minute episodes via delayed and on-demand broadcast.

Around The MMA

Around The MMA is a magazine-style sports show about mixed
martial arts featuring segments on MMA news, fight highlights, fighter
interviews and analyst commentary. Around The MMA is filmed in-studio with
feature stories produced remotely at live events and locations. Available weekly
as 30 minute episodes via delayed and on-demand broadcast.

Takedown Online Programming

Takedown LIVE

Takedown LIVE is our premier online & mobile product  a
Full High Definition stream of LIVE MMA fight events from around the world,
available as a pay-per-view or as part of a Takedown Vault subscription. An
extension of our Takedown Fight Nights broadcast, Takedown LIVE delivers a
new online & mobile pay-per-view fight each week.

Takedown Vault

The Takedown Vault is a digital service offering access to
every Takedown program including LIVE fight events, fights on-demand, every
episode of Best of Takedown and Around The MMA, and all of our original
online shows. Fight fans can watch from any device as often as they like, with a
monthly, quarterly or annual subscription.

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Takedown Online Shows

Takedown produces original live & on-demand shows.

- Takedown Interviews: with MMA personalities
- Takedown Rankings: on MMA fighter rankings
- Takedown Brief: covering latest MMA news

Takedown Digital Media Properties

Takedown Fights

TakedownFights.com is our flagship property and home to all
consumer-facing products, content and services. The site features our entire
schedule of live, pay-per-view and on-demand MMA fights and original programs,
fresh content from around the Fight Media Network, branded merchandise and much
more.

Takedown Fighters

TakedownFighters.com is a social platform where MMA fighters
can manage their online identity and connect with fans, fighters, fight
promoters, the media and premium brand sponsors. MMA fighters are able to build
strong personal brands, connect with the community, leverage the power of
positive publicity, and create global media exposure.

Takedown Fight Media Network

We operate the Takedown Fight Media Network, a Vertical Media
Content Network focused on the sport of MMA. A revolutionary new media model
that combines our flagship properties with independent MMA publisher sites, we
reach an aggregated global audience of passionate fight fans who love MMA,
Takedown products and our advertisers.

Takedown Home Entertainment and Branded Products

DVD & Home Entertainment Licensing

Each of the Takedown programs is available for licensing and
distribution on DVD and home entertainment platforms on a worldwide basis. We
work with licensing and distribution partners to produce, market and sell
Takedown programming globally. We offer licensing and distribution options for
traditional retail, digital media channels, direct and home shopping channels.

Branded Products & Services Licensing

The Takedown mission is to build a world-renowned brand through
partnering with best-in-class licensees including manufacturers, wholesalers and
retailers worldwide, working with them to produce, market and sell Takedown
branded products and services. We offer licensing and distribution programs for
traditional retail, digital media channels, direct and home shopping channels.

MARKETS AND CUSTOMERS

According to the directors of the Company: - Mixed Martial Arts
(MMA) is an international sport with mainstream acceptance: MMA events,
featuring athletes using a variety of fighting styles including boxing, jiu
jitsu and wrestling have seen growth over the last five years; In 2009, total
MMA pay-per-view revenues reached $450 million USD as compared to HBO Boxing at
$175 million USD and WWE at $80 million USD; Add to that the revenue earned from
live event ticket sales, television licensing, home video, merchandise and
sponsorship, and the MMA industry is becoming the competition, with estimates of
the global MMA market being a $1 billion USD industry.

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COMPETITION

The entertainment industry is highly competitive. Competitors
will include the Ultimate Fighting Championship (UFC), Strikeforce, ProElite and
other independent media companies and individual producers and operators, most
of which will have financial resources, personnel and facilities substantially
greater than we have. We will face competition for the acquisition of broadcast
rights and media network time.

INTELLECTUAL PROPERTY

We have not filed for any protection of our name or trademark.
As a distribution company we do not directly own any of the intellectual
property rights attached to any of the products we distribute.

We own and operate the following registered internet domain
names:

- www.takedownentertainment.com;
- www.takedownfightmedia.com; and
- www.takedownfights.com.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment over the
twelve months ending July 31, 2012.

PATENTS AND TRADEMARKS

We do not own, either legally or beneficially, any patents or
trademarks.

GOVERNMENT REGULATIONS

We expect that our operations will comply in all respects with
applicable laws and regulations. We believe that the existence and enforcement
of such laws and regulations will have no more restrictive an effect on our
operations than on other similar companies in the media and entertainment
industry.

EMPLOYEES

As of October 25, 2011 our only employees were our directors
and officers.

We do and we will continue to conduct most of our business
through agreements with consultants and third parties. Takedown Entertainment
through it's subsidiary, Takedown Fight Media, has assembled a team of senior
executives skilled in each aspect of the operation. Currently, Takedown
Entertainment has 18 individuals providing subcontractor and consulting
services.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have not incurred any research or development expenditures
for our past two fiscal years.

PATENTS AND TRADEMARKS

We do not own, either legally or beneficially, any patents or
trademarks.

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REPORTS TO SECURITIES HOLDERS

We provide an annual report that includes audited financial
information to our shareholders. We will make our financial information equally
available to any interested parties or investors through compliance with the
disclosure rules of Regulation S-K for a small business issuer under the
Securities Exchange Act of 1934. We are subject to disclosure filing
requirements including filing a Form 10K annually and Forms 10Q quarterly. In
addition, we will file a Form 8K and other proxy and information statements from
time to time as required. We do not intend to voluntarily file the above reports
in the event that our obligation to file such reports is suspended under the
Exchange Act. The public may read and copy any materials that we file with the
Securities and Exchange Commission, (SEC), at the SECs Public Reference Room
at 100 F Street NE, Washington, DC 20549. The public may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC maintains an Internet site (www.sec.gov) that contains reports, proxy
and information statements, and other information regarding issuers that file
electronically with the SEC.

Item 1A. Risk Factors

THERE ARE SIGNIFICANT RISKS ASSOCIATED WITH AN INVESTMENT IN
OUR COMMON STOCK. BEFORE MAKING A DECISION CONCERNING THE PURCHASE OF OUR
SECURITIES, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS AND OTHER
INFORMATION IN THIS ANNUAL REPORT WHEN YOU EVALUATE OUR BUSINESS.

BUSINESS RISKS:

Risks Associated with our company. We have limited
operating history which makes it difficult to evaluate the investment merits of
our company.

If we do not obtain additional financing, our business will
fail because we will be unable to fund even the administration of our minimal
operations. In order for our company to continue we need to obtain
additional financing. As of July 31, 2011 we had $111,799 cash on hand. We
currently have limited operations.

The future issuance of debt may contain contractual
restrictions that may curtail implementation of our business plan. We do not
have any contractual restrictions limiting our ability to incur debt. Any
significant indebtedness, however, could restrict our ability to fully implement
our business plan. If we are unable to repay the debt, we could be forced to
cease operating.

The loss of any of our key personnel may affect our ability
to implement our business plan and cause our stock to decline in value. We
are dependent on Peter E. Wudy, president and director of our company, to
implement our business plan. The loss of his services may have a negative effect
on our ability to timely and successfully implement our business plan. We do not
have an employment agreement with Mr. Wudy and we have not obtained key man
insurance over him.

INVESTMENT RISKS:

Our issuance of additional shares may have the effect of
diluting the interest of shareholders; our common stock shareholders do not have
preemptive rights. Any additional issuances of common stock by us from our
authorized but unissued shares may have the effect of diluting the percentage
interest of existing shareholders. The securities issued to raise funds may have
rights, preferences or privileges that are senior to those of the holders of our
other securities, including our common stock. The board of directors has the
power to issue such shares without shareholder approval. We fully intend to
issue additional common shares in order to raise capital to fund our business
operations and growth objectives.

We do not anticipate paying dividends to our common
stockholders in the foreseeable future, which makes investment in our stock
speculative and risky. We have not paid dividends on our common stock and do
not anticipate paying dividends on our common stock in the foreseeable future.
The board of directors has sole authority to declare dividends payable to our
stockholders. The fact that we have not paid and do not plan to pay dividends
indicates that we must use all of our funds we generate for reinvestment in our
business activities. Investors also must evaluate an investment in our company
solely on the basis of anticipated capital gains.

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Limited liability of our executive officers and directors
may discourage shareholders from bringing a lawsuit against them. Our
memorandum and articles of incorporation contain provisions that limit the
liability of our directors for monetary damages and provide for indemnification
of officers and directors. These provisions may discourage shareholders from
bringing a lawsuit against officers and directors for breaches of fiduciary duty
and may reduce the likelihood of derivative litigation against officers and
directors even though such action, if successful, might otherwise have benefited
the shareholders. In addition, a shareholder's investment in our company may be
adversely affected to the extent that we pay costs of settlement and damage
awards against officers or directors pursuant to the indemnification provisions
of the bylaw. The impact on a shareholder's investment in terms of the cost of
defending a lawsuit may deter the shareholder from bringing suit against any of
our officers or directors. We have been advised that the SEC takes the position
that these article and bylaw provisions do not affect the liability of any
director under applicable federal and state securities laws.

We are a development stage company and we expect to incur
operating losses for the foreseeable future.We were incorporated on June
12, 2008 and our business to date has been principally organizational
activities. We have no way to evaluate the likelihood that our business will be
successful. We have earned limited revenues as of the date of this annual
report. Potential investors should be aware of the difficulties normally
encountered by startup companies and the high rate of failure of such
enterprises. The likelihood of success must be considered in light of the
problems, expenses, difficulties, complications and delays encountered in
connection with the business that we plan to undertake. These potential problems
include, but are not limited to, additional costs and expenses that may exceed
current estimates. We anticipate that we will incur increased operating expenses
without realizing any revenues. We recognize that if business revenues are not
forthcoming, we will not be able to continue business operations. There is no
history upon which to base any assumption as to the likelihood that we will
prove successful, and if we are unsuccessful in addressing these risks, our
business will most likely fail.

We have yet to earn continuous or sufficient revenue and our
ability to sustain our operations is dependent on our ability to raise
additional financing. As a result there is substantial doubt about our ability
to continue as a going concern.We have accumulated net losses of $1,001,069
for the period from inception June 12, 2008 to July 31, 2011 and have
insuffcient revenues to date. Our future is dependent upon our ability to obtain
financing and upon future profitable operations from the development of our
business. These factors raise substantial doubt that we will be able to continue
as a going concern. Our independent auditor has expressed substantial doubt
about our ability to continue as a going concern. This opinion could materially
limit our ability to raise additional funds by issuing new debt or equity
securities or otherwise. If we fail to raise sufficient capital when needed, we
will not be able to complete our business plan. As a result we may have to
liquidate our business and you may lose your investment. You should consider our
auditor's comments when determining if an investment in our company is suitable.

Because our current officers and directors have other
business interests, they may not be able or willing to devote a sufficient
amount of time to our business operations, causing our business to fail.Mr.
Peter E. Wudy, our President and director, currently devotes his full attention
providing services to our company. While he presently possesses adequate time to
attend to our interest, it is possible that the demands on him from other
obligations could increase, with the result that he would no longer be able to
devote sufficient time to the management of our business. This could negatively
impact our business development.

We may be unable to obtain additional capital that we may
require to implement our business plan. This would restrict our ability to grow.The proceeds from our financing efforts to date have provided us with a
limited amount of working capital not sufficient to fund our proposed
operations. We will require additional capital to continue to operate our
business and our proposed operations. We may be unable to obtain additional
capital as and when required.

Future acquisitions and future development, production and
marketing activities, as well as our administrative requirements (such as
salaries, insurance expenses and general overhead expenses, as well as legal
compliance costs and accounting expenses) will require a substantial amount of
additional capital and cash flow.

We may not be successful in locating suitable financing
transactions in the time period required or at all, and we may not obtain the
capital we require by other means. If we do not succeed in raising additional
capital, the capital we have received to date is not sufficient to fund our
operations going forward without obtaining additional capital financing.

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Any additional capital raised through the sale of equity may
dilute your ownership percentage. This could result in a decrease in the fair
market value of our equity securities because our assets would be owned by a
larger pool of outstanding equity. The terms of securities we issue in future
may be more favorable to our new investors, and may include preferences,
superior voting rights and the issuance of warrants or other derivative
securities, and issuances of incentive awards under equity employee incentive
plans, which may have a further dilutive effect.

Our ability to obtain needed financing may be impaired by such
factors as the capital markets generally, our status as a new enterprise without
a demonstrated operating history or the retention or loss of key management. If
the amount of capital we are able to raise from financing activities is not
sufficient to satisfy our capital needs, we may be required to cease our
operations.

We may incur substantial costs in pursuing future capital
financing, including investment banking fees, legal fees, accounting fees,
securities law compliance fees, printing and distribution expenses and other
costs. We may also be required to recognize non-cash expenses in connection with
certain securities we may issue, such as convertible notes and warrants, which
may adversely impact our financial condition.

The limited trading of our common stock on the OTC bulletin
board may impair your ability to sell your shares.

There has been no trading market for our common stock since our
inception. The lack of trading of our common stock and the low volume of any
future trading may impair your ability to sell your shares at the time you wish
to sell them or at a price that you consider reasonable. Such factors may also
impair our ability to raise capital by selling shares of capital stock and may
impair our ability to acquire other companies or technologies by using common
stock as consideration.

The market price of our common stock is likely to be highly
volatile and subject to wide fluctuations.Assuming we are able to establish
an active trading market for our common stock, the market price of our common
stock is likely to be highly volatile and could be subject to wide fluctuations
in response to a number of factors that are beyond our control, including:

- dilution caused by our issuance of additional shares of common stock and
  other forms of equity securities, which we expect to make in connection with
  future capital financings to fund our operations and growth, to attract and
  retain valuable personnel and in connection with future strategic partnerships
  with other companies;
- announcements of acquisitions or other business initiatives by our
  competitors;
- market changes in the demand for products and services;
- quarterly variations in our revenues and operating expenses;
- changes in the valuation of similarly situated companies, both in our
  industry and in other industries;
- changes in analysts' estimates affecting us, our competitors or our
  industry;
- additions and departures of key personnel;
- fluctuations in interest rates and the availability of capital in the
  capital markets;

These and other factors are largely beyond our control, and the
impact of these risks, singly or in the aggregate, may result in material
adverse changes to the market price of our common stock and our results of
operations and financial condition.

Our operating results may fluctuate significantly, and these
fluctuations may cause our stock price to decline.

Our operating results will likely vary in the future primarily
as the result of fluctuations in our revenues and operating expenses, costs that
we incur, and other factors. If our results of operations do not meet the
expectations of current or potential investors, the price of our common stock
may decline.

Applicable sec rules governing the trading of "penny stocks"
will limit the trading and liquidity of our common stock, which may affect the
trading price of our common stock.Our common stock is presently considered
to be a "penny stock" and is subject to SEC rules and regulations which impose
limitations upon the manner in which such shares may be publicly traded and
which regulate broker-dealer practices in connection with transactions in "penny
stocks." Penny stocks generally are equity securities with a price of less than
$5.00 (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 require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the customer's
account. In addition, the penny stock rules generally require that prior to a
transaction in a penny stock, the broker-dealer make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser's written agreement to the transaction. These
disclosure requirements may have the effect of reducing the level of trading
activity in the secondary market for a stock that becomes subject to the penny
stock rules which may increase the difficulty investors may experience in
attempting to liquidate such securities.

11

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Item 1B. Unresolved Staff Comments

As a smaller reporting company, we are not required to
provide the information required by this Item.

Item 2. Properties

We currently have the use of shared office space 22 Billiter
Street, London, United Kingdom for $75 per month and shared office space at 9107
Wilshire Blvd, Beverly Hills, California for $75 per month. We believe our
office spaces are sufficient for our purposes.

Item 3. Legal Proceedings

We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial stockholder,
is an adverse party or has a material interest adverse to our interest.

Item 4. [Removed and Reserved]

Part II

Item 5. Market for Registrants Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is not traded on any exchange. Our common
stock is quoted on OTC Bulletin Board, under the trading symbol TKDN. We
cannot assure you that there will be a market in the future for our common
stock.

OTC Bulletin Board securities are not listed and traded on the
floor of an organized national or regional stock exchange. Instead, OTC Bulletin
Board securities transactions are conducted through a telephone and computer
network connecting dealers. OTC Bulletin Board issuers are traditionally smaller
companies that do not meet the financial and other listing requirements of a
national or regional stock exchange.

The following table reflects the high and low bid information
for our common stock obtained from Stockwatch and reflects inter-dealer prices,
without retail mark-up, markdown or commission, and may not necessarily
represent actual transactions.

12

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The high and low bid prices of our common stock for the periods
indicated below are as follows:

OTC Bulletin BoardQuarter Ended
    High
    LowJuly 31, 2011
    $N/A(2)
    $N/A(2)April 30, 2011
    $N/A(2)
    $N/A(2)January 31, 2011
    $N/A(2)
    $N/A(2)October 31, 2010
    $0.95
    $0.40July 31, 2010
    $N/A(1)
    $N/A(1)


| | (1) | The first trade of our common stock on the OTC Bulletin
      Board occurred on August 8, 2010.
| | --- | -----------------------------------------------------------------------------------------------
| | (2) | There were no trades during this
period.                                                       

As of the date of this report, there were approximately 25
holders of record of our common stock. As of such date, 81,527,753 common shares
were issued and outstanding.

Our common shares are issued in registered form. Empire Stock
Transfer Inc, 1859 Whitney Mesa Drive Henderson, NV 89014 (Telephone: (702)
818-5898) is the registrar and transfer agent for our common shares.

DIVIDEND POLICY

We have not paid any cash dividends on our common stock and
have no present intention of paying any dividends on the shares of our common
stock. Our current policy is to retain earnings, if any, for use in our
operations and in the development of our business. Our future dividend policy
will be determined from time to time by our board of directors.

RECENT SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM
REGISTERED SECURITIES

We did not sell any equity securities which were not registered
under the Securities Act during the year ended July 31, 2011 that were not
otherwise disclosed on our quarterly reports on Form 10-Q or our current reports
on Form 8-K filed during the year ended July 31, 2011.

EQUITY COMPENSATION PLAN INFORMATION

Except as disclosed herein, we do not have a stock option plan
in favor of any director, officer, consultant or employee of our company.

CONVERTIBLE SECURITIES

Except as disclosed herein, we do not have any outstanding
convertible securities.

PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
PURCHASERS

We did not purchase any of our shares of common stock or other
securities during our fourth quarter of our fiscal year ended July 31, 2011. On
August 15, 2011 Mr. Wudy returned to our company for cancellation 30,000,000 of
his 60,000,000 common shares, leaving him 30,000,000 common shares.

Item 6. Selected Financial Data

As a smaller reporting company, we are not required to
provide the information required by this Item.

13

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Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations

The following discussion should be read in conjunction with our
audited financial statements and the related notes for the years ended July 31,
2011 and July 31, 2010 that appear elsewhere in this annual report. The
following discussion contains forward-looking statements that reflect our plans,
estimates and beliefs. Our actual results could differ materially from those
discussed in the forward looking statements. Factors that could cause or
contribute to such differences include, but are not limited to those discussed
below and elsewhere in this annual report.

Our audited financial statements are stated in United States
Dollars and are prepared in accordance with United States Generally Accepted
Accounting Principles.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to any significant equipment over the next
twelve months.

RESULTS OF OPERATIONS

We are still in the development stage and have generated
minimal revenues to date.

We incurred operating losses of $1,001,069 from date of
incorporation June 12, 2008 to the year ended July 31, 2011. These losses
consisted of general operating expenses and professional fees incurred in
connection with the day to day operation of our business, the preparation and
filing of our periodic reports and the development of our media content, systems
and business. Our net loss for the year ending July 31, 2011 was $829,978.

Our auditors have issued a going concern opinion. This means
that there is substantial doubt that we can continue as an on-going business for
the next twelve months unless we obtain additional capital to pay our bills.
This is because we have not generated revenues. There is no assurance we will
ever generate revenues. We are still in our development stage and have generated
no revenues to date. The following table provides selected financial data about
our company for the years ended July 31, 2011, 2010 and 2009 and the period from
inception June 12, 2008 to July 31, 2008.

For the Year Ending July 31, 2011 and 2010

Year EndedJuly 312011
    
    
    2010Revenue
    $
    75,000
    
    $
    NilOperating Expenses
    $
    829,978
    
    $
    55,107Net Loss
    $
    (829,978
    )
    $
    (55,107
    )


EXPENSES

Our operating expenses for our years ended July 31, 2011 and
2010 are outlined in the table below:

Year EndedJuly 312011
    
    
    2010Business and systems development
    $
    655,666
    
    $
    NilAccounting and professional fees
    $
    54,243
    
    $
    12,514Transfer agent fees
    $
    105
    
    $
    9,730Consulting fees
    $
    55,000
    
    $
    6,122Management fees
    $
    90,000
    
    $
    18,750Filing fees
    $
    2,734
    
    $
    1,050Office
    $
    1,093
    
    $
    495Interest expense
    $
    46,137
    
    $
    6,446


Our companys accumulated deficit atyear ended July 31, 2011
increased to $829,978 as compared to the comparative period in 2010 of $55,107
primarily as a result of an increase in business systems and development,
consulting fees, management fees and interest expenses.

14

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Balance Sheet
      Data:
    
    2011
    
    
    2010
    
    
    2009
    
    
    2008Cash
    $
    111,799
    
    $
    0
    
    $
    0
    
    $
    0Total assets
    $
    297,084
    
    $
    0
    
    $
    0
    
    $
    0Total liabilities
    $
    131,203
    
    $
    151,091
    
    $
    95,984
    
    $
    61,747Shareholders' (deficit)
    $
    (15,904
    )
    $
    (151,091
    )
    $
    (95,984
    )
    $
    (61,747
    )


EQUITY COMPENSATION

As at July 31, 2011, we did not have any stock option or equity
compensation plans or arrangements.

LIQUIDITY AND CAPITAL RESOURCES

Working CapitalAt
    
    
    AtJuly 31,
    
    
    July 31,2011
    
    
    2010Current Assets
    $
    111,799
    
    $
    NilCurrent Liabilities
    $
    131,203
    
    $
    151,091Working Capital (Deficit)
    $
    (19,404
    )
    $
    (151,091
    )


|Cash Flows                                    |   |            |   |   |            |  
|--------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                              |   | Year Ended |   |   | Year Ended |  
|                                              |   | July 31,   |   |   | July 31,   |  
|                                              |   | 2011       |   |   | 2010       |  
|Net Cash used in Operating Activities         | $ | (706,416   | ) | $ | (1,256     | )
|Net Cash used in Investing Activities         | $ | Nil        |   | $ | Nil        |  
|Net Cash Provided by Financing Activities     | $ | 818,215    |   | $ | 1,256      |  
|Increase (Decrease) in Cash During the Period | $ | 111,799    |   | $ | Nil        |  

Our cash balance at July 31, 2011 was $111,799 (2010 - $0) with
outstanding liabilities of $131,203 (2010 - $151,091). Pursuant to negotiated
agreements with certain creditors during the year ended July31, 2011 a
convertible line of credit balance of $1,037,500 has been converted to 1,346,447
common shares at $0.75 per share and a shareholder loan balance of $109,450
(including $22,044 of interest accrued on the shareholder loan) has been
converted to 144,420 common shares at $0.75 per share. At July 31, 2011 the loan
conversions are recorded as stock payable in shareholders equity. Subsequent to
July 31, 2011 the shares were issued.

Our current cash balance will be unable to sustain operations
for the next twelve months. We will be forced to raise additional funds by
issuing new debt or equity securities or otherwise. If we fail to raise
sufficient capital when needed, we will not be able to complete our business
plan. We are a development stage company and have generated no revenue to
date.

PLAN OF OPERATION

We are not currently able to fund our levels of operations for
the next twelve months. As a result we will be forced to raise additional funds
by issuing new debt or equity securities or otherwise. If we fail to raise
sufficient capital when needed, we will not be able to complete our business
plan. We are a development stage company and have generated no revenue to
date.

The future of our company is dependent upon its ability to
obtain financing and upon future profitable operations from the development of
acquisitions. Management has plans to seek additional capital through a private
placement and public offering of its common stock.

We estimate that our expenses over the next 12 months will be
approximately $1,550,000,000 as described in the table below. These estimates
may change significantly depending on the performance of our products in the
marketplace and our ability to raise capital from shareholders or other sources.

15

---

|Description                         | Estimated
      Completion Date | Estimated Expenses
      ($)
|----------------------------------- | ------------------------------- | ----------------------------
|Marketing and
      advertising     | 12
      months                 | 200,000                     
|Business Development                | 12 months                       | 200,000                     
|Subcontractor and Consulting fees   | 12 months                       | 1,100,000                   
|General and administrative expenses | 12 months                       | 50,000                      
|Total                               |                                 | 1,550,000,000               

We intend to meet our cash requirements for the next 12 months
through a combination of debt financing and equity financing by way of private
placements. We currently do not have any arrangements in place to complete any
private placement financings and there is no assurance that we will be
successful in completing any private placement financings on terms that will be
acceptable to us. We may not raise sufficient funds to fully carry out our
business plan.

FUTURE FINANCINGS

We will require additional financing in order to enable us to
proceed with our plan of operations, as discussed above, including approximately
$1,550,000,000 over the next 12 months to pay for our ongoing expenses. These
expenses include legal, accounting and audit fees as well as general and
administrative expenses. These cash requirements are in excess of our current
cash and working capital resources. Accordingly, we will require additional
financing in order to continue operations and to repay our liabilities. There is
no assurance that any party will advance additional funds to us in order to
enable us to sustain our plan of operations or to repay our liabilities.

We anticipate continuing to rely on equity sales of our common
stock in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing stockholders. There is
no assurance that we will achieve any additional sales of our equity securities
or arrange for debt or other financing to fund our planned business activities.

We presently do not have any arrangements for additional
financing for the expansion of our exploration operations, and no potential
lines of credit or sources of financing are currently available for the purpose
of proceeding with our plan of operations.

CONTRACTUAL OBLIGATIONS

As a smaller reporting company, we are not required to
provide tabular disclosure obligations.

GOING CONCERN

We have generated minimal revenue since inception and are
dependent upon obtaining outside financing to carry out our operations and
pursue our business development activities. If we are unable to generate future
cash flows, raise equity or secure alternative financing, we may not be able to
continue our operations and our business plan may fail. You may lose your entire
investment.

If our operations and cash flow improve, management believes
that we can continue to operate. However, no assurance can be given that
management's actions will result in profitable operations or an improvement in
our liquidity situation. The threat of our ability to continue as a going
concern will cease to exist only when our revenues have reached a level able to
sustain our business operations.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.

16

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CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and
results of operations are based upon our consolidated financial statements,
which have been prepared in accordance with the accounting principles generally
accepted in the United States of America. 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 application of accounting policies. We
believe that understanding the basis and nature of the estimates and assumptions
involved with the following aspects of our financial statements is critical to
an understanding of our financial statements.

Basis of Presentation

Our company follows accounting principles generally accepted in
the United States of America. In the opinion of management all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of
financial position and the results of operations for the periods presented have
been reflected herein.

Revenue Recognition

Our company will recognize revenue in accordance with
Accounting Standards Codification No. 605, Revenue Recognition
("ASC-605"), ASC-605 requires that four basic criteria must be met before
revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2)
delivery has occurred; (3) the selling price is fixed and determinable; and (4)
collectability is reasonably assured. Determination of criteria (3) and (4) are
based on management's judgments regarding the fixed nature of the selling prices
of the products delivered and the collectability of those amounts. Provisions
for discounts and rebates to customers, estimated returns and allowances, and
other adjustments are provided for in the same period the related sales are
recorded. Our company will defer any revenue for which the product has not been
delivered or is subject to refund until such time that our company and the
customer jointly determine that the product has been delivered or no refund will
be required.

Use of Estimates

The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Our company regularly evaluates estimates and assumptions
related to deferred income tax asset valuation allowances. Our company bases its
estimates and assumptions on current facts, historical experience and various
other factors that it believes to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities and the accrual of costs and expenses that are not
readily apparent from other sources. The actual results experienced by our
company may differ materially and adversely from our companys estimates. To the
extent there are material differences between the estimates and the actual
results, future results of operations will be affected.

Cash and Cash Equivalents

For purposes of the statement of cash flows, our company
considers all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents. As of July 31, 2011 our company had
$111,799 in cash or cash equivalents (July 31, 2010, $0.00) .

Development Stage Company

Our company is considered a development stage company, having
limited operating revenues during the period presented, as defined by Accounting
Standards Codification ASC 915-205 Development-Stage Entities. ASC 915-205
requires companies to report their operations, shareholders equity and cash
flows since inception through the date that revenues are generated from
managements intended operations, among other things.

17

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Fair Value of Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures
and ASC 825, Financial Instruments, an entity is required to maximize the use of
observable inputs and minimize the use of unobservable inputs when measuring
fair value. ASC 820 and 825 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 and 825 prioritizes the inputs into three levels
that may be used to measure fair value:

Level 1

Applies to assets or liabilities for which there are quoted
prices in active markets for identical assets or liabilities.

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.

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.

Our companys financial instruments consist principally of
cash, accounts payable and amounts due to related parties. Pursuant to ASC 820
and 825, the fair value of our cash is determined based on Level 1 inputs,
which consist of quoted prices in active markets for identical assets. We
believe that the recorded values of all of our other financial instruments
approximate their current fair values because of their nature and respective
maturity dates or durations.

Income Taxes

Our company provides for income taxes under ASC 740, Accounting
for Income Taxes. ASC 740 requires the use of an asset and liability approach in
accounting for income taxes. Deferred tax assets and liabilities are recorded
based on the differences between the financial statement and tax bases of assets
and liabilities and the tax rates in effect when these differences are expected
to reverse.

ASC 740 requires the reduction of deferred tax assets by a
valuation allowance if, based on the weight of available evidence, it is more
likely than not that some or all of the deferred tax assets will not be
realized.

Our company has $1,001,069 of net operating losses carried
forward to offset taxable income in future years which expire commencing in
fiscal 2030. The income tax benefit differs from the amount computed by applying
the US federal income tax rate of 34% to net loss before income taxes for the
year ended July 31, 2011 and had no uncertain tax positions as at July 31, 2011:

Net deferred tax assets consist of the
following components as of:

July 31,
    
    
    July 31,2011
    
    
    2010NOL Carryover
    $
    340,363
    
    $
    58,172Valuation allowance
    
    (340,363
    )
    
    (58,172
    )Net deferred tax asset
    $
    0
    
    $
    0


18

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Basic and Diluted Net Loss Per Common Share

Our company computes net loss per share in accordance with ASC
260, Earnings per Share. ASC 260 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 loss available to common shareholders (numerator) by
the weighted average number of shares outstanding (denominator) during the
period. Diluted EPS gives effect to all dilutive potential common shares
outstanding during the period using the treasury stock method and convertible
preferred stock using the if-converted method. In computing diluted EPS, the
average stock price for the period is used in determining the number of shares
assumed to be purchased from the exercise of stock options or warrants. Diluted
EPS excludes all dilutive potential shares if their effect is anti dilutive. As
at July 31, 2011 and 2010, our company had no potentially dilutive shares.

Stock Based Compensation

Our company records stock based compensation in accordance with
the guidance in ASC Topic 718 which requires our company to recognize expenses
related to the fair value of its employee stock option awards. This eliminates
accounting for share-based compensation transactions using the intrinsic value
and requires instead that such transactions be accounted for using a
fair-value-based method. Our company recognizes the cost of all share-based
awards on a graded vesting basis over the vesting period of the award.

Item 7A. Quantitative and Qualitative Disclosures About
Market Risk

As a smaller reporting company, we are not required to
provide the information required by this Item.

19

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Item 8. Financial Statements

FINANCIAL STATEMENTSTakedown Entertainment Inc.
July 31, 2011

|                                                                                                                                                        | Index    
|------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------
|Report of Independent Registered Public
      Accounting Firm                                                                                           |          
|Balance Sheets as of July 31, 2011 and 2010                                                                                                             | F-1      
|Statements of Operations for the years
      ending July 31, 2011and 2010 and for the Period From June 12, 2008
      (inception) Through July 31, 2011 | F-2      
|Statements of Cash Flows for the years ended July 31, 2011
      and 2010 and for the Period From June 12, 2008 (inception) Through July
      31, 2011 | F-3      
|Statement of Changes in Stockholders
      Deficit for the Period From June 12, 2008 (inception) Through July 31,
      2011                           | F-4      
|Notes to the Financial Statements                                                                                                                       | F-5  F-9

20

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Takedown Entertainment, Inc. (A Development Stage Company)

We have audited the accompanying balance sheets of Takedown
Entertainment, Inc. (a development stage company, formerly known as Silver Bay
Resources) as of July 31, 2011 and 2010 the related statements of operations,
changes in stockholders' deficit, and cash flows for the years ended July 31,
2011 and 2010 and for the period from June 12, 2008 (inception) through July 31,
2011. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Takedown
Entertainment, Inc., as of July 30, 2011 and 2010, and the results of its
operations and cash flows for the periods described above in conformity with
U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
3 to the financial statements, the Company has a working capital deficit and
incurred an accumulated net loss from operations, which raises substantial doubt
about its ability to continue as a going concern. Management's plans regarding
those matters also are described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC

www.mkacpas.comHouston, Texas October 21, 2011

21

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|TAKEDOWN ENTERTAINMENT INC   
|-----------------------------
|(a development stage company)
|Balance Sheets               
|(Stated in US Dollars)       

|                                                                                                                                        |   | As of      |   |   | As of    |  
|--------------------------------------------------------------------------------------------------------------------------------------- | - | ---------- | - | - | -------- | -
|                                                                                                                                        |   | July 31    |   |   | July 31  |  
|                                                                                                                                        |   | 2011       |   |   | 2010     |  
|Assets                                                                                                                                  |   |            |   |   |          |  
|Current assets                                                                                                                          |   |            |   |   |          |  
|Cash                                                                                                                                    | $ | 111,799    |   | $ | -        |  
|Prepaid expense                                                                                                                         |   | 3,500      |   |   | -        |  
|Total current assets                                                                                                                    |   | 115,299    |   |   | -        |  
|                                                                                                                                        |   |            |   |   |          |  
|Total Assets                                                                                                                            | $ | 115,299    |   | $ | -        |  
|                                                                                                                                        |   |            |   |   |          |  
|                                                                                                                                        |   |            |   |   |          |  
|Liabilities                                                                                                                             |   |            |   |   |          |  
|Current liabilities                                                                                                                     |   |            |   |   |          |  
|Accounts payable                                                                                                                        | $ | 22,453     |   | $ | 21,525   |  
|Management fees payable                                                                                                                 |   | 108,750    |   |   | 18,750   |  
|Shareholder loan                                                                                                                        |   | -          |   |   | 87,406   |  
|Accrued interest                                                                                                                        |   | -          |   |   | 23,410   |  
|Total current liabilities                                                                                                               |   | 131,203    |   |   | 151,091  |  
|                                                                                                                                        |   |            |   |   |          |  
|Total Liabilities                                                                                                                       |   | 131,203    |   |   | 151,091  |  
|                                                                                                                                        |   |            |   |   |          |  
|Stockholders' Deficit                                                                                                                   |   |            |   |   |          |  
|Common Stock, $0.001 par value
      
      375,000,000 Common Shares Authorized 
      110,000,000 Shares Issued and
      Outstanding |   | 110,000    |   |   | 110,000  |  
|Additional paid-in capital                                                                                                              |   | (90,000    | ) |   | (90,000  | )
|Stock payable                                                                                                                           |   | 1,146,950  |   |   | -        |  
|Stock subscription receivable                                                                                                           |   | (181,785   | ) |   | -        |  
|Deficit accumulated during development
      stage                                                                                      |   | (1,001,069 | ) |   | (171,091 | )
|Total stockholders' deficit                                                                                                             |   | (15,904    | ) |   | (151,091 | )
|                                                                                                                                        |   |            |   |   |          |  
|Total liabilities and stockholders' deficit                                                                                             | $ | 115,299    |   | $ | -        |  

The accompanying notes are an integral part of these financial
statements

F-1

---

|(Stated in US Dollars)
|----------------------

|                                          |   |              |   |   |              |   |   | From         |  
|----------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------ | -
|                                          |   |              |   |   |              |   |   | inception    |  
|                                          |   | For the year |   |   | For the year |   |   | (June 12,    |  
|                                          |   | ending       |   |   | ending       |   |   | **2008) to** |  
|                                          |   | July 31      |   |   | July 31      |   |   | July 31      |  
|                                          |   | 2011         |   |   | 2010         |   |   | 2011         |  
|                                          |   |              |   |   |              |   |   |              |  
|Revenue                                   | $ | 75,000       |   | $ | -            |   | $ | 75,000       |  
|                                          |   |              |   |   |              |   |   |              |  
|Expenses                                  |   |              |   |   |              |   |   |              |  
|Mining claims                             |   | -            |   |   | -            |   |   | 20,000       |  
|Business and systems development          |   | 655,666      |   |   | -            |   |   | 655,666      |  
|Accounting and professional Fees          |   | 54,243       |   |   | 12,514       |   |   | 154,937      |  
|Transfer agent fees                       |   | 105          |   |   | 9,730        |   |   | 9,835        |  
|Consulting fees                           |   | 55,000       |   |   | 6,122        |   |   | 61,122       |  
|Management fees                           |   | 90,000       |   |   | 18,750       |   |   | 108,750      |  
|Filing Fees                               |   | 2,734        |   |   | 1,050        |   |   | 4,624        |  
|Office                                    |   | 1,093        |   |   | 495          |   |   | 1,588        |  
|Total Expenses                            |   | 858,841      |   |   | 48,661       |   |   | 1,016,522    |  
|                                          |   |              |   |   |              |   |   |              |  
|Loss from operations before other expense |   | (783,841     | ) |   | (48,661      | ) |   | (941,522     | )
|Interest                                  |   | (46,137      | ) |   | (6,446       | ) |   | (59,547      | )
|                                          |   |              |   |   |              |   |   |              |  
|Net loss before income tax                |   | (829,978     | ) |   | (55,107      | ) |   | (1,001,069   | )
|Provision for income tax                  |   | -            |   |   | -            |   |   | -            |  
|                                          |   |              |   |   |              |   |   |              |  
|Net Loss                                  | $ | (829,978     | ) | $ | (55,107      | ) | $ | (1,001,069   | )
|                                          |   |              |   |   |              |   |   |              |  
|Basic and Diluted Loss per Common Share   | $ | (0.01        | ) | $ | (0.00        | ) |   |              |  
|                                          |   |              |   |   |              |   |   |              |  
|Weighted Average Number of Common Shares  |   | 110,000,000  |   |   | 110,000,000  |   |   |              |  

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

F-2

---

|TAKEDOWN ENTERTAINM ENT INC                    
|-----------------------------------------------
|(a development stage company)                  
|Statement of Stockholders' Equity (Deficit)    
|From Inception (June 12, 2008) to July 31, 2011
|(Stated in US Dollars)                         

|                                          |   |              |  |   |         |  |   |         |   |   |             |  |   |              |   |   | Deficit     |   |   |           |  
|----------------------------------------- | - | ------------ |  | - | ------- |  | - | ------- | - | - | ----------- |  | - | ------------ | - | - | ----------- | - | - | --------- | -
|                                          |   |              |  |   |         |  |   |         |   |   |             |  |   |              |   |   | Accumulated |   |   |           |  
|                                          |   |              |  |   |         |  |   |         |   |   |             |  |   | Stock        |   |   | During      |   |   | Total     |  
|                                          |   | Common Stock |  |   | Paid in |  |   | Stock   |   |   | Subcription |  |   | Exploratio n |   |   | Equity      |  
|                                          |   | Shares       |  |   | Amount  |  |   | Capital |   |   | Payable     |  |   | Receivable   |   |   | Stage       |   |   | (Deficit) |  
|Shares issued to founders - June 12, 2008 |   | 110,000,000  |  | $ | 110,000 |  | $ | (90,000 | ) | $ | -           |  | $ | -            |   | $ | -           |   | $ | 20,000    |  
|                                          |   |              |  |   |         |  |   |         |   |   |             |  |   |              |   |   |             |   |   |           |  
|Net Loss for period                       |   |              |  |   |         |  |   |         |   |   |             |  |   |              |   |   | (81,747     | ) |   | (81,747   | )
|Balance, July 31, 2008                    |   | 110,000,000  |  |   | 110,000 |  |   | (90,000 | ) |   | -           |  |   | -            |   |   | (81,747     | ) |   | (61,747   | )
|                                          |   |              |  |   |         |  |   |         |   |   |             |  |   |              |   |   |             |   |   |           |  
|Net Loss for year                         |   |              |  |   |         |  |   |         |   |   |             |  |   |              |   |   | (34,237     | ) |   | (34,237   | )
|Balance, July 31, 2009                    |   | 110,000,000  |  | $ | 110,000 |  | $ | (90,000 | ) | $ | -           |  | $ | -            |   | $ | (115,984    | ) | $ | (95,984   | )
|                                          |   |              |  |   |         |  |   |         |   |   |             |  |   |              |   |   |             |   |   |           |  
|Net Loss for year                         |   |              |  |   |         |  |   |         |   |   |             |  |   |              |   |   | (55,107     | ) |   | (55,107   | )
|Balance, July 31, 2010                    |   | 110,000,000  |  | $ | 110,000 |  | $ | (90,000 | ) | $ | -           |  | $ | -            |   | $ | (171,091    | ) | $ | (151,091  | )
|Conversion of Debt                        |   |              |  |   |         |  |   |         |   |   | 1,146,950   |  |   | (181,785     | ) |   |             |   |   | 965,165   |  
|Net Loss for year                         |   |              |  |   |         |  |   |         |   |   |             |  |   |              |   |   | (829,978    | ) |   | (829,978  | )
|Balance, July 31, 2011                    | $ | 110,000,000  |  | $ | 110,000 |  | $ | (90,000 | ) | $ | 1,146,950   |  | $ | (181,785     | ) | $ | (1,001,069  | ) | $ | (15,904   | )

The accompanying notes are an integral part of these financial
statements

F-3

---

|TAKEDOWN ENTERTAINMENT INC   
|-----------------------------
|(a development stage company)
|Statements of Cash Flows     
|(Stated in US Dollars)       

|                                               |   |              |   |   |              |   |   | From          |  
|---------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------- | -
|                                               |   | For the year |   |   | For the year |   |   | inception     |  
|                                               |   | ending       |   |   | ending       |   |   | (June 12,     |  
|                                               |   | July 31,     |   |   | July 31,     |   |   | **2008) to**  |  
|                                               |   | 2011         |   |   | 2010         |   |   | July 31, 2011 |  
|Operating Activities                           |   |              |   |   |              |   |   |               |  
|Net loss                                       | $ | (829,978     | ) | $ | (55,107      | ) | $ | (1,001,069    | )
|Changes in:                                    |   |              |   |   |              |   |   |               |  
|Prepaid expense                                |   | (3,500       | ) |   | -            |   |   | (3,500        | )
|Accounts payable                               |   | (989         | ) |   | 28,655       |   |   | 30,536        |  
|Management fees payable                        |   | 90,000       |   |   | 18,750       |   |   | 108,750       |  
|Accrued interest                               |   | 38,051       |   |   | 6,446        |   |   | 51,461        |  
|Net cash used in operating activities          |   | (706,416     | ) |   | (1,256       | ) |   | (813,822      | )
|                                               |   |              |   |   |              |   |   |               |  
|Investing Activities                           |   |              |   |   |              |   |   |               |  
|Net cash used in investing activities          |   | -            |   |   | -            |   |   | -             |  
|                                               |   |              |   |   |              |   |   |               |  
|Financing Activities                           |   |              |   |   |              |   |   |               |  
|                                               |   |              |   |   |              |   |   |               |  
|Proceeds from Shareholder Loan                 |   | -            |   |   | 1,256        |   |   | 87,406        |  
|                                               |   |              |   |   |              |   |   |               |  
|Convertible loan subscription                  |   | 818,215      |   |   | -            |   |   | 818,215       |  
|Proceeds form Common shares issued to founders |   | -            |   |   | -            |   |   | 20,000        |  
|Net cash provided by financing activities      |   | 818,215      |   |   | 1,256        |   |   | 925,621       |  
|                                               |   |              |   |   |              |   |   |               |  
|Change in cash for the year                    |   | 111,799      |   |   | -            |   |   | 111,799       |  
|Cash at beginning of period                    |   | -            |   |   | -            |   |   | -             |  
|Cash at end of period                          | $ | 111,799      |   | $ | -            |   | $ | 111,799       |  
|                                               |   |              |   |   |              |   |   |               |  
|Cash paid for:                                 |   |              |   |   |              |   |   |               |  
|Interest                                       | $ | -            |   | $ | -            |   | $ | -             |  
|Income Tax                                     | $ | -            |   | $ | -            |   | $ | -             |  
|Non cash transactions:                         |   |              |   |   |              |   |   |               |  
|Conversion of debt                             | $ | 1,146,950    |   | $ | -            |   | $ | 1,146,950     |  

The accompanying notes are an integral part of these financial
statements

F-4

---

|TAKEDOWN ENTERTAINMENT INC           
|-------------------------------------
|(a development stage company)        
|Footnotes to the Financial Statements
|For the year ended July 31, 2011     
|(Stated in US Dollars)               

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

The Company was incorporated under the laws of the State of
Nevada on June 12, 2008. On June 30, 2010 the Company changed its name to
Takedown Entertainment Inc. and changed its business focus to mixed martial arts
media entertainment.

The Company is an integrated media and sports entertainment
company, organized to acquire, produce and distribute mixed martial arts (MMA)
content and programming for North American and International markets. Takedown
will license and acquire certain rights from select MMA fight organizations
including live fight footage, brands & trademarks, digital media &
content, consumer products, merchandise and advertising and sponsorship
representation, then leverage these rights across media outlets and distribution
channels.

CONCENTRATIONS AND ECONOMIC DEPENDENCE
  During the year ended July 31, 2011 one customer accounted for
100% of the Company's revenue.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION The Company follows accounting
principles generally accepted in the United States of America. In the opinion of
management all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the periods presented have been reflected herein.

REVENUE RECOGNITION The Company will recognize revenue in
accordance with Accounting Standards Codification No. 605, REVENUE RECOGNITION
("ASC-605"), ASC-605 requires that four basic criteria must be met before
revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2)
delivery has occurred; (3) the selling price is fixed and determinable; and (4)
collectability is reasonably assured. Determination of criteria (3) and (4) are
based on management's judgments regarding the fixed nature of the selling prices
of the products delivered and the collectability of those amounts. Provisions
for discounts and rebates to customers, estimated returns and allowances, and
other adjustments are provided for in the same period the related sales are
recorded. The Company will defer any revenue for which the product has not been
delivered or is subject to refund until such time that the Company and the
customer jointly determine that the product has been delivered or no refund will
be required.

USE OF ESTIMATES The preparation of the financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. The Company regularly evaluates estimates
and assumptions related to deferred income tax asset valuation allowances. The
Company bases its estimates and assumptions on current facts, historical
experience and various other factors that it believes to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities and the accrual of costs and
expenses that are not readily apparent from other sources. The actual results
experienced by the Company may differ materially and adversely from the
Companys estimates. To the extent there are material differences between the
estimates and the actual results, future results of operations will be affected.

CASH AND CASH EQUIVALENTS For purposes of the statement of
cash flows, the Company considers all highly liquid investments purchased with
an original maturity of three months or less to be cash equivalents. As of July
31, 2011 the Company had $111,799 in cash or cash equivalents (July 31, 2010,
$0.00) .

F-5

---

DEVELOPMENT STAGE COMPANY The Company is considered a
development stage company, having limited operating revenues during the period
presented, as defined by Accounting Standards Codification ASC 915-205
Development-Stage Entities. ASC 915-205 requires companies to report their
operations, shareholders equity and cash flows since inception through the date
that revenues are generated from managements intended operations, among other
things.

FAIR VALUE OF FINANCIAL INSTRUMENTS Pursuant to ASC 820,
Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an
entity is required to maximize the use of observable inputs and minimize the use
of unobservable inputs when measuring fair value. ASC 820 and 825 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 and 825
prioritizes the inputs into three levels that may be used to measure fair value:

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

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.

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.

The Companys financial instruments consist principally of
cash, accounts payable and amounts due to related parties. Pursuant to ASC 820
and 825, the fair value of our cash is determined based on Level 1 inputs,
which consist of quoted prices in active markets for identical assets. We
believe that the recorded values of all of our other financial instruments
approximate their current fair values because of their nature and respective
maturity dates or durations.

INCOME TAXES The Company provides for income taxes under
ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and
liability approach in accounting for income taxes. Deferred tax assets and
liabilities are recorded based on the differences between the financial
statement and tax bases of assets and liabilities and the tax rates in effect
when these differences are expected to reverse.

ASC 740 requires the reduction of deferred tax assets by a
valuation allowance if, based on the weight of available evidence, it is more
likely than not that some or all of the deferred tax assets will not be
realized.

The Company has $1,001,069 of net operating losses carried
forward to offset taxable income in future years which expire commencing in
fiscal 2030. The income tax benefit differs from the amount computed by applying
the US federal income tax rate of 34% to net loss before income taxes for the
year ended July 31, 2011 and had no uncertain tax positions as at July 31, 2011:

Net deferred tax assets consist of the following components as
of:

July 31,
    
    
    July 31,2011
    
    
    2010NOL Carryover
    $
    340,363
    
    $
    58,172Valuation allowance
    
    (340,363
    )
    
    (58,172
    )Net deferred tax asset
    $
    0
    
    $
    0


F-6

---

BASIC AND DILUTED NET LOSS PER COMMON SHARE The Company
computes net loss per share in accordance with ASC 260, Earnings per Share. ASC
260 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 loss
available to common shareholders (numerator) by the weighted average number of
shares outstanding (denominator) during the period. Diluted EPS gives effect to
all dilutive potential common shares outstanding during the period using the
treasury stock method and convertible preferred stock using the if-converted
method. In computing diluted EPS, the average stock price for the period is used
in determining the number of shares assumed to be purchased from the exercise of
stock options or warrants. Diluted EPS excludes all dilutive potential shares if
their effect is anti dilutive. As at July 31, 2011 and 2010, the Company had no
potentially dilutive shares.

STOCK BASED COMPENSATION The Company records stock based
compensation in accordance with the guidance in ASC Topic 718 which requires the
Company to recognize expenses related to the fair value of its employee stock
option awards. This eliminates accounting for share-based compensation
transactions using the intrinsic value and requires instead that such
transactions be accounted for using a fair-value-based method. The Company
recognizes the cost of all share-based awards on a graded vesting basis over the
vesting period of the award.

RECENT ACCOUNTING PRONOUNCEMENTS The Company does not
expect the adoption of any recently issued accounting pronouncements to have a
significant effect on its financial statements.

In June 2011, the Financial Accounting Standards Board (FASB)
issued Accounting Standards Update (ASU) 2011-05, Comprehensive Income (Topic
220): Presentation of Comprehensive Income, which is effective for annual
reporting periods beginning after December 15, 2011. ASU 2011-05 will become
effective for the Company on January 1, 2012. This guidance eliminates the
option to present the components of other comprehensive income as part of the
statement of changes in stockholders equity. In addition, items of other
comprehensive income that are reclassified to profit or loss are required to be
presented separately on the face of the financial statements. This guidance is
intended to increase the prominence of other comprehensive income in financial
statements by requiring that such amounts be presented either in a single
continuous statement of income and comprehensive income or separately in
consecutive statements of income and comprehensive income. The adoption of ASU
2011-05 is not expected to have a material impact on our financial position or
results of operations.

In May 2011, the FASB issued ASU 2011-04, Fair Value
Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and
Disclosure Requirements in U.S. GAAP and IFRSs, which is effective for annual
reporting periods beginning after December 15, 2011. This guidance amends
certain accounting and disclosure requirements related to fair value
measurements. Additional disclosure requirements in the update include: (1) for
Level 3 fair value measurements, quantitative information about unobservable
inputs used, a description of the valuation processes used by the entity, and a
qualitative discussion about the sensitivity of the measurements to changes in
the unobservable inputs; (2) for an entitys use of a nonfinancial asset that is
different from the assets highest and best use, the reason for the difference;
(3) for financial instruments not measured at fair value but for which
disclosure of fair value is required, the fair value hierarchy level in which
the fair value measurements were determined; and (4) the disclosure of all
transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04
will become effective for the Company on January 1, 2012. The Company does not
expect that the guidance effective in future periods will have a material impact
on its financial statements.

In April 2011, the FASB issued ASU 2011-02, Receivables (Topic
310): A Creditors Determination of Whether a Restructuring is a Troubled Debt
Restructuring. This amendment explains which modifications constitute troubled
debt restructurings (TDR). Under the new guidance, the definition of a
troubled debt restructuring remains essentially unchanged, and for a loan
modification to be considered a TDR, certain basic criteria must still be met.
For public companies, the new guidance is effective for interim and annual
periods beginning on or after June 15, 2011, and applies retrospectively to
restructuring occurring on or after the beginning of the fiscal year of
adoption. The Company does not expect that the guidance effective in future
periods will have a material impact on its financial statements.

F-7

---

In January 2010, the FASB issued an amendment to ASC 820, Fair
Value Measurements and Disclosure, to require reporting entities to separately
disclose the amounts and business rationale for significant transfers in and out
of Level 1 and Level 2 fair value measurements and separately present
information regarding purchase, sale, issuance, and settlement of Level 3 fair
value measures on a gross basis. This standard, for which the Company is
currently assessing the impact, is effective for interim and annual reporting
periods beginning after December 15, 2009 with the exception of disclosures
regarding the purchase, sale, issuance, and settlement of Level 3 fair value
measures which are effective for fiscal years beginning after December 15, 2010.
The adoption of this standard is not expected to have a significant impact on
the Companys financial statements.

In October 2009, FASB issued an amendment to the accounting
standards related to the accounting for revenue in arrangements with multiple
deliverables including how the arrangement consideration is allocated among
delivered and undelivered items of the arrangement. Among the amendments, this
standard eliminated the use of the residual method for allocating arrangement
considerations and requires an entity to allocate the overall consideration to
each deliverable based on an estimated selling price of each individual
deliverable in the arrangement in the absence of having vendor-specific
objective evidence or other third party evidence of fair value of the
undelivered items. This standard also provides further guidance on how to
determine a separate unit of accounting in a multiple-deliverable revenue
arrangement and expands the disclosure requirements about the judgments made in
applying the estimated selling price method and how those judgments affect the
timing or amount of revenue recognition. This standard, for which the Company is
currently assessing the impact, will become effective on January 1, 2011.

The Company has implemented all new accounting pronouncements
that are in effect. These pronouncements did not have any material impact on the
financial statements unless otherwise disclosed, and the Company does not
believe that there are any other new accounting pronouncements that have been
issued that might have a material impact on its financial position or results of
operations.

NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern, which contemplates
the realization of assets and the liquidation of liabilities in the normal
course of business. However, the Company has accumulated a loss and has a
limited operating history. This raises substantial doubt about the Companys
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from this uncertainty.

As shown in the accompanying financial statements, the Company
has incurred a net loss of $1,001,069 for the period from June 12, 2008
(inception) to July 31, 2011 and has generated minimal revenues. The future of
the Company is dependent upon its ability to obtain financing and upon future
profitable operations from the development of acquisitions. Management has plans
to seek additional capital through a private placement and public offering of
its common stock. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or the
amounts of and classification of liabilities that might be necessary in the
event the Company cannot continue in existence.

NOTE 4 - RELATED PARTY TRANSACTIONS

A shareholder loaned the Company $0, $1,256, $26,150 and
$60,000 during the periods ended July 31, 2011, 2010, 2009 and 2008. This loan
is due on demand. Interest at 8% totaling $8,634, $6,446, $6,657 and $307 for
the years and period ended July 31, 2011, 2010, 2009 and 2008, respectively, has
been imputed on the outstanding amounts. (see also note 6  stock payable)

During the year ended July 31, 2011 the Company accrued
management fees payable of $90,000 to a director of the Company for services as
an officer of the Company (2010 - $18,750) and paid $12,000 to a director in
compensation for services provided (2010 - $nil).

The above transactions were in the normal course of operations
and were measured at the exchange amount, which is the amount of consideration
established and agreed to by the related parties.

F-8

---

NOTE 5 - COMMON STOCK

The Company issued 110,000,000 shares of common stock
(founders shares) for $20,000 cash on June 12, 2008. Subsequent to July 31,
2011, 30,000,000 common shares were returned to the Company for cancellation,
leaving 80,000,000 common shares outstanding. (see also note 6)

NOTE 6  STOCK PAYABLE

At July 31, 2011 the Company has recorded a stock payable of
$1,146,950 (inclusive of interest of $59,547) owing for the development of its
website, internet presence and business systems. The amount was part of a
convertible line of credit agreement entered into by the Company February 2,
2011 whereby the Company received funds from a lender for approved expenditures
in the development of its business plan and includes interest of $59,547. Any
funds advanced to the Company pursuant to the convertible loan agreement were
unsecured, due in full February 2, 2016 and bear interest at 7.5% per annum. At
July 31, 2011 the loan has been converted to shares of common stock of the
Company on the basis of the higher of $0.75 per share or fair market value. The
Company evaluated the beneficial conversion feature of the line of credit for
derivative treatment and it was determined that, pursuant to the conversion
terms, there is no beneficial conversion feature or derivative value. Subsequent
to July 31, 2011 the Company issued 1,527,753 shares of common stock in
settlement of the conversion.

At July 31, 2011 an amount of $181,785 remained available to
the Company for draw down and is included in the $1,146,950 line of credit
converted to common shares. Subsequent to July 31, 2011 the $181,785 was
expended by the Company. At July 31, 2011 the $181,785 is recorded as Stock
Subscription Receivable.

NOTE 7  SUBSEQUENT EVENTS

There were no reportable subsequent events from July 31, 2011
through the date this report is filed, other than the issuances of common stock
referred to in note 6 above.

F-9

---

Item 9. Changes in and Disagreements with Accountants on
Financial Disclosure

There were no disagreements related to accounting principles or
practices, financial statement disclosure, internal controls or auditing scope
or procedure during the two fiscal years and interim periods, including the
interim period up through the date the relationship ended.

Item 9A. Controls and Procedures

Our management, with the participation of our president and
chief financial officer (our principal executive officer, principal financial
officer and principal accounting officer), evaluated the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
promulgated under the Securities Exchange Act of 1934, as amended ( the
Exchange Act)) as of the end of the period covered by this report. Based on
this evaluation, our president and chief financial officer (our principal
executive officer, principal financial officer and principal accounting officer)
concluded that, as of the end of such period, our disclosure controls and
procedures were effective.

MANAGEMENTS REPORT ON DISCLOSURE CONTROLS AND PROCEDURES

Managements Report on Disclosure Controls and Procedures

Management is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined in Exchange Act
Rule 13a-15(f)). The Companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America. Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may
deteriorate. Under the supervision and with the participation of management,
including the Chief Executive Officer and Chief Financial Officer, the Company
conducted an evaluation of the effectiveness of the Companys internal control
over financial reporting as of July 31, 2011 using the criteria established in 
Internal Control - Integrated Framework  issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO").

A material weakness is a deficiency, or combination of
deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the Companys annual or
interim financial statements will not be prevented or detected on a timely
basis. In its assessment of the effectiveness of internal control over financial
reporting as of July 31, 2011, the Company determined that there were control
deficiencies that constituted material weaknesses, as described below.

| | 1. | We do not have an Audit Committee  While not being
      legally obligated to have an audit committee, it is the managements view
      that such a committee, including a financial expert member, is an utmost
      important entity level control over the Companys financial statement.
      Currently the Board of Directors acts in the capacity of the Audit
      Committee, and does not include a member that is considered to be
      independent of management to provide the necessary oversight over
      managements activities.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 2. | We did not maintain appropriate cash controls  As of
      July 31, 2011, the Company has not maintained sufficient internal controls
      over financial reporting for the cash process, including failure to
      segregate cash handling and accounting functions, and did not require dual
      signature on the Companys bank accounts. Alternatively, the effects of
      poor cash controls were mitigated by the fact that the Company had limited
      transactions in their bank accounts.                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 3. | We did not implement appropriate information technology
      controls  As at July 31, 2011, the Company retains copies of all
      financial data and material agreements; however there is no formal
      procedure or evidence of normal backup of the Companys data or off-site
      storage of data in the event of theft, misplacement, or loss due to
      unmitigated factors.                                                                                                                                                           

22

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Accordingly, the Company concluded that these control
deficiencies resulted in a reasonable possibility that a material misstatement
of the annual or interim financial statements will not be prevented or detected
on a timely basis by the companys internal controls.

As a result of the material weaknesses described above,
management has concluded that the Company did not maintain effective internal
control over financial reporting as of July 31, 2011 based on criteria
established in Internal ControlIntegrated Framework issued by COSO.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial
reporting identified in connection with our evaluation we conducted of the
effectiveness of our internal control over financial reporting as of July 31,
2011, that occurred during our fourth fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

This annual report does not include an attestation report of
the Companys 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 temporary rules of the
SEC that permit the Company to provide only managements report in this annual
report.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate
Governance

The names, ages and titles of our executive officers and
director are as follows:

Name and Address of
      Executive Officer and/or Director
    Age
    PositionPeter E. Wudy Dr. Allan Fields
    55 78
    President, CEO and Director appointed May 11,
      2010 Director


BUSINESS EXPERIENCE

The following is a brief account of the education and business
experience during at least the past five years of each director, executive
officer and key employee of our company, indicating the persons principal
occupation during that period, and the name and principal business of the
organization in which such occupation and employment were carried out.

Peter E. Wudy - President, Chief Executive Officer, Chief
Financial Officer, Treasurer, Secretary and Director

Peter E. Wudy has spent the last twenty two years as an
entrepreneur and business leader with experience in developing and driving
companies, from embryonic start-ups to successful enterprises. Mr. Wudy has a
lengthy history in successful businesses at the President, CEO and Managing
Partner levels in North America, Europe and Asia, overseeing the expansion of
several companies in the retail, industrial, technology, engineering and medical
sectors.

23

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Mr. Wudy began his entrepreneurial career in 1989 as President
of Franchise International Group, a franchise development and marketing
consultancy, where he assisted companies in successfully converting their
businesses to a franchise model, dealing with strategy, supply management, real
estate acquisition and international business law. By 1995, Mr. Wudy had
identified a market niche in the coffee sector and became Partner and Managing
Director of Esquires Coffee International, a retail coffee franchiser; he drove
the expansion of Esquires from a start-up to a thriving Canadian and
international operation with presence in the UK, Ireland and New Zealand. In
2001, Mr. Wudy left his role at Esquires to become President and CEO of Bio-Sym
Medical, a medical/dental device manufacturer, where he successfully established
and expanded North American distribution channels, which culminated in the sale
of Bio-Sym to Core Technologies of MD, USA.

Since 2006, Mr. Wudy has been a business development &
corporate consultant to international firms in software development,
entertainment, and digital media, assisting both start-ups and established
enterprises with his decades of senior level strategic direction and leadership.

Dr. Allan Noah Fields  Director

Dr. Allan Fieldsis a licensed surgeon based in
Hollywood, Florida specializing in general and pelvic surgery since 1973. As a
member of the Association of Ringside Physicians, Dr. Fields has supervised
hundreds of athletic competitions in combat sports including muay thai,
kickboxing, mixed martial arts and boxing. As a member of the board of Takedown
Entertainment, Dr. Fields will help set the overall policy of the Company based
on its corporate mission and vision, assuring that all actions are related to
and adhere to that mission, as well as providing the guidance and direction to
Takedown necessary to assure value to its stakeholders.

FAMILY RELATIONSHIPS

There are no family relationships among our officers, directors
or persons nominated for such positions.

TERM OF OFFICE

Our directors are appointed to hold office until the next
annual meeting of our stockholders or until a successor is qualified and
elected, or until he resigns or is removed in accordance with the provisions of
the State of Nevada Statutes. Our officers are appointed by our Board of
Directors and hold office until removed by the Board.

SIGNIFICANT EMPLOYEES

We have no significant employees other than our officers and/or
directors. Our officers and directors have not been the subject of any order,
judgment, or decree of any court of competent jurisdiction, or any regulatory
agency permanently or temporarily enjoining, barring, suspending or otherwise
limiting them from acting as an investment advisor, underwriter, broker or
dealer in the securities industry, or as an affiliated person, director or
employee of an investment company, bank, savings and loan association, or
insurance company or from engaging in or continuing any conduct or practice in
connection with any such activity or in connection with the purchase or sale of
any securities.

Our officers and directors have not been convicted in any
criminal proceeding (excluding traffic violations) nor are they subject of any
currently pending criminal proceeding.

We conduct our business through agreements with consultants and
arms-length third parties. We pay our consultants usual and customary rates
received by other third parties for performing similar consulting services.

CONFLICTS OF INTEREST

Directors are not obligated to commit their full time and
attention to our business and, accordingly, they may encounter a conflict of
interest in allocating their time between our operations and those of other
businesses. In the course of their other business activities, they may become
aware of investment and business opportunities which may be appropriate for
presentation to us as well as other entities to which they owe a fiduciary duty.
As a result, they may have conflicts of interest in determining to which entity
a particular business opportunity should be presented. They may also in the
future become affiliated with entities that are engaged in business activities
similar to those we intend to conduct.

24

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In general, officers and directors of a corporation are
required to present business opportunities to the corporation if:

- the corporation could financially undertake the opportunity;
- the opportunity is within the corporations line of business; and
- it would be unfair to the corporation and its stockholders not to bring the
  opportunity to the attention of the corporation.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

None of our directors, executive officers, promoters or control
persons has been involved in any of the following events during the past ten
years:

1. A petition under the Federal bankruptcy laws or any state
insolvency law was filed by or against, or a receiver, fiscal agent or similar
officer was appointed by a court for the business or property of such person, or
any partnership in which he was a general partner at or within two years before
the time of such filing, or any corporation or business association of which he
was an executive officer at or within two years before the time of such
filing;

2. Such person was convicted in a criminal proceeding or is a
named subject of a pending criminal proceeding (excluding traffic violations and
other minor offenses);

3. Such person was the subject of any order, judgment, or
decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him from, or
otherwise limiting, the following activities:

| | i.   | Acting as a futures commission merchant, introducing
      broker, commodity trading advisor, commodity pool operator, floor broker,
      leverage transaction merchant, any other person regulated by the Commodity
      Futures Trading Commission, or an associated person of any of the
      foregoing, or as an investment adviser, underwriter, broker or dealer in
      securities, or as an affiliated person, director or employee of any
      investment company, bank, savings and loan association or insurance
      company, or engaging in or continuing any conduct or practice in
      connection with such activity
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ii.  | Engaging in any type of business practice; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | iii. | Engaging in any activity in connection with the purchase
      or sale of any security or commodity or in connection with any violation
      of Federal or State securities laws or Federal commodities
  laws;                                                                                                                                                                                                                                                                                                                                                                                                                           

4. Such person was the subject of any order, judgment or
decree, not subsequently reversed, suspended or vacated, of any Federal or State
authority barring, suspending or otherwise limiting for more than 60 days the
right of such person to engage in any activity described in paragraph (f)(3)(i)
of this section, or to be associated with persons engaged in any such activity;

5. Such person was found by a court of competent jurisdiction
in a civil action or by the Commission to have violated any Federal or State
securities law, and the judgment in such civil action or finding by the
Commission has not been subsequently reversed, suspended, or vacated;

6. Such person was found by a court of competent jurisdiction
in a civil action or by the Commodity Futures Trading Commission to have
violated any Federal commodities law, and the judgment in such civil action or
finding by the Commodity Futures Trading Commission has not been subsequently
reversed, suspended or vacated;

7. Such person was the subject of, or a party to, any Federal
or State judicial or administrative order, judgment, decree, or finding, not
subsequently reversed, suspended or vacated, relating to an alleged violation
of:

| | i.  | Any Federal or State securities or commodities law or
      regulation; or                                                                                                                                                                                                                                                
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                           
| | ii. | Any law or regulation respecting financial institutions
      or insurance companies including, but not limited to, a temporary or
      permanent injunction, order of disgorgement or restitution, civil money
      penalty or temporary or permanent cease-and-desist order, or removal or
      prohibition order; or

25

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| | iii. | Any law or regulation prohibiting mail or wire fraud or
      fraud in connection with any business entity; or
| | ---- | --------------------------------------------------------------------------------------------------------------

8. Such person was the subject of, or a party to, any sanction
or order, not subsequently reversed, suspended or vacated, of any
self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act
(15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29)
of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange,
association, entity or organization that has disciplinary authority over its
members or persons associated with a member.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF
1934

Section 16(a) of the Securities Exchange Act of 1934 requires
our executive officers and directors and persons who own more than 10% of our
common stock to file with the Securities and Exchange Commission initial
statements of beneficial ownership, reports of changes in ownership and annual
reports concerning their ownership of our common stock and other equity
securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and
greater than 10% shareholders are required by the SEC regulations to furnish us
with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received
by us and on written representations from certain reporting persons, we believe
that all Section 16(a) reports applicable to our officers, directors and
ten-percent stockholders with respect to the fiscal year ended July 31, 2011
were filed. However, some were filed late.

CODE OF ETHICS

We have adopted a new Code of Ethics that replaces our previous
version and applies to, among other persons, members of our board of directors,
our company's officers including our president, chief executive officer and
chief financial officer, employees, consultants and advisors.

We believe our Code of Ethics is reasonably designed to deter
wrongdoing and promote honest and ethical conduct; provide full, fair, accurate,
timely and understandable disclosure in public reports; comply with applicable
laws; ensure prompt internal reporting of code violations; and provide
accountability for adherence to the code.

Our Code of Ethics is attached as Exhibit 14.1 to this annual
report on Form 10-K. We will provide a copy of the Code of Business Conduct and
Ethics to any person without charge, upon request. Requests can be sent to:
Takedown Entertainment Inc., 22 Billiter Street, London, UK EC3M 2RY.

COMMITTEES OF THE BOARD

All proceedings of our board of directors were conducted by
resolutions consented to in writing by all the directors and filed with the
minutes of the proceedings of the directors. Such resolutions consented to in
writing by the directors entitled to vote on that resolution at a meeting of the
directors are, according to the corporate laws of the state of Nevada and the
bylaws of our company, as valid and effective as if they had been passed at a
meeting of the directors duly called and held.

Our audit committee consists of our entire board of directors.

Our company currently does not have nominating, compensation
committees or committees performing similar functions nor does our company have
a written nominating, compensation or audit committee charter. Our board of
directors does not believe that it is necessary to have such committees because
it believes that the functions of such committees can be adequately performed by
our directors.

Our company does not have any defined policy or procedure
requirements for shareholders to submit recommendations or nominations for
directors. The directors believe that, given the early stage of our development,
a specific nominating policy would be premature and of little assistance until
our business operations develop to a more advanced level. Our company does not
currently have any specific or minimum criteria for the election of nominees to
the board of directors and we do not have any specific process or procedure for
evaluating such nominees. Our directors assess all candidates, whether submitted
by management or shareholders, and make recommendations for election or
appointment.

26

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A shareholder who wishes to communicate with our board of
directors may do so by directing a written request addressed to our President,
at the address appearing on the first page of this annual report.

AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT

Our board of directors has determined that none of the members
of our audit committee qualifies as an "audit committee financial expert" as
defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the
term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange
Act of 1934, as amended.

We believe that the members of our board of directors are
collectively capable of analyzing and evaluating our financial statements and
understanding internal controls and procedures for financial reporting. We
believe that retaining an independent director who would qualify as an "audit
committee financial expert" would be overly costly and burdensome and is not
warranted in our circumstances given the early stages of our development and the
fact that we have not generated any material revenues to date. In addition, we
currently do not have nominating, compensation or audit committees or committees
performing similar functions nor do we have a written nominating, compensation
or audit committee charter. Our board of directors does not believe that it is
necessary to have such committees because it believes the functions of such
committees can be adequately performed by our board of directors.

Item 11. Executive Compensation

MANAGEMENT COMPENSATION

The table below summarizes all compensation awarded to, earned
by, or paid to our executive officers by any person for all services rendered in
all capacities to us for the past three years ending July 31, 2011:

SUMMARY COMPENSATION
      TABLEName and
      Principal Position
    Year
    Salary
      ($)
    Bonus
      ($)
    Stock
      Awards ($)
    Option
      Awards ($)
    Non-Equity Incentive
      Plan Compensa- tion ($)
    Change in Pension
      Value and Nonqualified Deferred
      Compensation Earnings ($)
    All Other
      Compensa- tion ($)
    Total
      ($)Peter E. Wudy(1)President, Chief Executive Officer, Chief
      Financial Officer, Treasurer, Secretary and
      Director
    2011 2010
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    18,750(2)90,000(2)
    18,750 90,000Donald Gardner(2)Former President, Chief Executive Officer,
      Chief Financial Officer, Treasurer, Secretary
      and Director
    2011 2010
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil NilDr. Allan Fields(4)
      Director
    2011 2010
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    $12,000 Nil
    $12,000 Nil


|(1) | Mr. Wudy was appointed president, chief executive
      officer, chief financial officer, treasurer, secretary and director of our
      company on May 11, 2010.                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Accrued as payable.                                                                                                                                                                                                                                      
|(3) | Mr. Gardner was appointed president, chief executive
      officer, chief financial officer, treasurer, secretary and director on
      June 12, 2008 and resigned as an officer on May 11, 2010 and as a director
      of our company on July 19, 2010.
|(4) | Dr. Fields was appointed as a director of our company on
      May 1, 2011.                                                                                                                                                                              

27

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Other than as set out below, there are no arrangements or plans
in which we provide pension, retirement or similar benefits for directors or
executive officers. Our directors and executive officers may receive share
options at the discretion of our board of directors in the future. We do not
have any material bonus or profit sharing plans pursuant to which cash or
non-cash compensation is or may be paid to our directors or executive officers,
except that share options may be granted at the discretion of our board of
directors.

May 1, 2011, we entered into a director agreement, and a
consulting agreement, each for a term of 12 months, with Dr. Allan Noah Fields,
whereby Dr. Fields has agreed to serve as a member of our board of directors and
provide additional consulting services. As compensation, under the director
agreement, we have agreed to issue 15,000 restricted shares of our common stock
for every three month period during which Dr. Fields sits on our board of
directors. As compensation under the consulting agreement, we have agreed to pay
$4,000 per month for consulting services.

STOCK PLAN

On September 2, 2011, our directors approved our 2011 Stock
Plan pursuant to which we may grant an aggregate of up to 15,000,000 common
shares to employees, consultants or directors of our company or of any of our
subsidiaries. The purpose of the 2011 Stock Plan is to give our company the
ability to motivate participants to contribute to our growth and profitability.
The 2011 Stock Plan is administered by our board of directors.

Awards under our 2011 Stock Plan will vest as determined by our
board of directors and as established in stock grant agreements to be entered
into between our company and each participant receiving an award. No stock
options were granted during the year ended July 31, 2011.

STOCK OPTIONS/SAR GRANTS

Outstanding Equity Awards at Fiscal Year End

There were no equity awards outstanding as at July 31, 2011.

Option Exercises

During our Fiscal year ended July 31, 2011 there were no
options exercised by our named officers.

Compensation of Directors

We do not have any agreements for compensating our directors
for their services in their capacity as directors, although such directors are
expected in the future to receive stock options to purchase shares of our common
stock as awarded by our board of directors.

We have determined that we do not have an independent director,
as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the
Securities Exchange Act of 1934, as amended, and as defined by Rule
4200(a)(15) of the NASDAQ Marketplace Rules.

PENSION, RETIREMENT OR SIMILAR BENEFIT PLANS

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. We have no
material bonus or profit sharing plans pursuant to which cash or non-cash
compensation is or may be paid to our directors or executive officers, except
that stock options may be granted at the discretion of the board of directors or
a committee thereof.

INDEBTEDNESS OF DIRECTORS, SENIOR OFFICERS, EXECUTIVE OFFICERS
AND OTHER MANAGEMENT

None of our directors or executive officers or any associate or
affiliate of our company during the last two fiscal years, is or has been
indebted to our company by way of guarantee, support agreement, letter of credit
or other similar agreement or understanding currently outstanding.

28

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FAMILY RELATIONSHIPS

There are no family relationships among our officers, directors
or persons nominated for such positions.

Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters

The following table sets forth certain information concerning
the number of shares of our common stock owned beneficially as of October 25,
2011 by: (i) each person (including any group) known to us to own more than five
percent (5%) of any class of our voting securities, (ii) our director, and or
(iii) our officer. Unless otherwise indicated, the stockholder listed possesses
sole voting and investment power with respect to the shares shown.

Title of Class
    Name and Address of
      Beneficial Owner
    Amount and Nature of
      Beneficial Ownership
    Percentage of Common
      Stock(1)Common Stock
    Peter E. Wudy 9107 Wilshire
      Blvd., Suite 450, Beverly Hills, CA 90210
    30,000,000*
    36.8%Dr. Allan Noah Fields 4141
      North 41st Street Hollywood, FL 33021
    0
    0%Directors and Executive
      Officers as a Group
    30,000,000 Common
    36.8%


*on August 15, 2011 Mr. Wudy returned to our company for
cancellation 30,000,000 of his 60,000,000 common shares, leaving him 30,000,000
common shares.

|(1) | A beneficial owner of a security includes any person who,
      directly or indirectly, through any contract, arrangement, understanding,
      relationship, or otherwise has or shares: (i) voting power, which includes
      the power to vote, or to direct the voting of shares; and (ii) investment
      power, which includes the power to dispose or direct the disposition of
      shares. Certain shares may be deemed to be beneficially owned by more than
      one person (if, for example, persons share the power to vote or the power
      to dispose of the shares). In addition, shares are deemed to be
      beneficially owned by a person if the person has the right to acquire the
      shares (for example, upon exercise of an option) within 60 days of the
      date as of which the information is provided. In computing the percentage
      ownership of any person, the amount of shares outstanding is deemed to
      include the amount of shares beneficially owned by such person (and only
      such person) by reason of these acquisition rights. As a result, the
      percentage of outstanding shares of any person as shown in this table does
      not necessarily reflect the persons actual ownership or voting power with
      respect to the number of shares of common stock actually outstanding on
      October 25, 2011.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Changes in Control

We are unaware of any contract or other arrangement or
provisions of our Articles or Bylaws the operation of which may at a subsequent
date result in a change of control of our company. There are not any provisions
in our Articles or Bylaws, the operation of which would delay, defer, or prevent
a change in control of our company.

Item 13. Certain Relationships and Related Transactions,
and Director Independence

None of our directors, or officers, any proposed nominee for
election as a director, any person who beneficially owns, directly or
indirectly, shares carrying more than 10% of the voting rights attached to all
of our outstanding shares, any promoter, or any relative or spouse of any of the
foregoing persons has any material interest, direct or indirect, in any
transaction since our incorporation or in any presently proposed transaction
which, in either case, has or will materially affect us other then the
transactions described below.

Our management is involved in other business activities and may
in the future be involved in other business opportunities. If a pecific business
opportunity becomes available, such persons may face a conflict in selecting
between our business and their other business interests. In the event that a
conflict of interest arises at a meeting of our directors, a director who has
such a conflict will disclose his interest in a proposed transaction and will
abstain from voting for or against the approval of such transaction.

29

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DIRECTOR INDEPENDENCE

We currently act with two directors, Peter E. Wudy and Dr.
Allan Noah Fields. We have determined that we do not have a director that would
qualify as an independent director as defined by Nasdaq Marketplace Rule
4200(a)(15).

We do not have a standing audit, compensation or nominating
committee, our board of directors acts in such capacities. We believe that our
board of directors is capable of analyzing and evaluating our financial
statements and understanding internal controls and procedures for financial
reporting. The board of directors of our company do not believe that it is
necessary to have a standing audit, compensation or nominating committee because
we believe that the functions of such committees can be adequately performed by
the our sole director. Additionally, we believe that retaining an independent
director who would qualify as an audit committee financial expert would be
overly costly and burdensome and is not warranted in our circumstances given the
early stages of our development.

Item 14. Principal Accounting Fees and
Services

The aggregate fees billed for the most recently completed
fiscal year ended July 31, 2011 and for the fiscal year ended July 31, 2010 for
professional services rendered by the principal accountant for the audit of our
annual financial statements and review of the financial statements included in
our quarterly reports on Form 10-Q and services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for these fiscal periods were as follows:

Year
      EndedJuly 31, 2011 $
    July 31, 2010 $Audit Fees
    8,600
    8,500Audit Related Fees
    Nil
    NilTax Fees
    Nil
    NilAll Other Fees
    Nil
    NilTotal
    8,600
    8,500


Our board of directors pre-approves all services provided by
our independent auditors. All of the above services and fees were reviewed and
approved by the board of directors either before or after the respective
services were rendered.

Our board of directors has considered the nature and amount of
fees billed by our independent auditors and believes that the provision of
services for activities unrelated to the audit is compatible with maintaining
our independent auditors independence.

30

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PART IV

Item 15. Exhibits, Financial Statement
Schedules

|(a) | Financial Statements
|--- | --------------------
|    | (1)                 
|    | (2)                 
|(b) | Exhibits            

|Exhibit No. | Document Description                                                                                                                                                            
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3)         | (i) Articles of
      Incorporation; (ii) By-laws                                                                                                                               
|3.1         | Articles of Incorporation (incorporated by
      reference to our Registration Statement on Form S-1 filed on September 17,
      2008).                                        
|3.2         | By-laws (incorporated by
      reference to our Registration Statement on Form S-1 filed on September 17,
      2008).                                                          
|3.3         | Certificate of Amendment (incorporated by
      reference to our Current Report on Form 8-K filed on July 1, 2010).                                                             
|(4)         | Instruments defining rights
      of security holders, including indentures                                                                                                     
|4.1         | 2011 Stock Plan (incorporated by reference to
      our Current Report on Form 8-K filed on September 8, 2011).                                                                 
|(10)        | Material Contracts                                                                                                                                                              
|10.1        | Convertible Loan Agreement with Triumph Capital
      Inc. dated January 31, 2011 (incorporated by reference to our Current
      Report on Form 8-K filed on February 8, 2011).
|10.2        | Director Agreement with Dr.
      Allan Noah Fields dated May 1, 2011 (incorporated by reference to our
      Current Report on Form 8-K filed on May 5, 2011).                 
|10.3        | Consulting Agreement with Dr. Noah Fields dated
      May 1, 2011 (incorporated by reference to our Current Report on Form 8-K
      filed on May 5, 2011).                     
|10.4        | Advertising Agreement with Dr.
      Diego Allende dated May 7, 2011 (incorporated by reference to our Current
      Report on Form 8-K filed on May 12, 2011).                 
|10.5        | Consulting Agreement with Radius Consulting
      Inc. dated August 11, 2011 (incorporated by reference to our Current
      Report on Form 8-K filed on August 18, 2011).      
|10.6        | Share Cancellation Agreement
      with Peter Wudy dated August 30, 2011 (incorporated by reference to our
      Current Report on Form 8-K filed on August 31, 2011).          
|(14)        | Code of Ethics                                                                                                                                                                  
|14.1*       | Code of Ethics                                                                                                                                                                  
|(21)        | Subsidiaries of Registrant                                                                                                                                                      
|21.1        | Takedown Fight Media Inc., a
      Nevada corporation                                                                                                                           
|(31)        | Rule 13a-14(a)/15d-14(a) Certifications                                                                                                                                         
|31.1*       | Section 302 Certifications
      under Sarbanes-Oxley Act of 2002                                                                                                               
|(32)        | Section 1350 Certifications                                                                                                                                                     
|32.1*       | Section 906 Certifications
      under Sarbanes-Oxley Act of 2002                                                                                                               

|* | Filed herewith.
|- | ---------------

31

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Signatures

Pursuant to the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

|                        | TAKEDOWN ENTERTAINMENT INC.                            
|----------------------- | -------------------------------------------------------
|                        | (Registrant)                                           
|                        |                                                        
|                        |                                                        
|Dated: October 25, 2011 | /s/
      Peter E. Wudy                                
|                        | Peter E. Wudy                                          
|                        | President, Chief Executive Officer, Chief              
|                        | Financial Officer, Secretary, Treasurer and            
|                        | Director                                               
|                        | (Principal Executive Officer, Principal
      Financial
|                        | Officer and Principal Accounting Officer)              

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

|Dated: October 25, 2011 | /s/
      Peter E. Wudy                                
|----------------------- | -------------------------------------------------------
|                        | Peter E. Wudy                                          
|                        | President, Chief Executive Officer, Chief              
|                        | Financial Officer, Secretary, Treasurer and            
|                        | Director                                               
|                        | (Principal Executive Officer, Principal
      Financial
|                        | Officer and Principal Accounting Officer)              
|                        |                                                        
|Dated: October 25, 2011 | /s/
      Dr. Allan Noah Fields                        
|                        | Dr. Allan Noah Fields                                  
|                        | Director                                               

32

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