**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C.20549**

**FORM 10-Q**

**x**                              QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

**Forthe quarterly period ended**March 31, 2007

**OR**

**o**                                 TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

**Forthe transition period from***               *to*               *.

**Commissionfile number: 000-21134**

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**International Fight League, Inc.**

(Exact name of Registrantas specified in its charter)

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| **Delaware**                                                     |   | **04-2893483**                           |
|------------------------------------------------------------------|--------|------------------------------------------|
| (State or Other  Jurisdiction of  Incorporation or Organization) |   | (I.R.S. Employer  Identification Number) |
| **424 West 33rd Street, Suite 650  New York, New York**          |   | **10001**                                |
| (Address of  Principal Executive Offices)                        |   | (ZIP Code)                               |

 

**212-356-4000**

(Registrant’s telephonenumber, including areacode)

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**(Former name, former address andformer fiscal year, if changed since last report)**

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports) and (2) has been subjectto such filing requirements for the past 90 days. Yes x   No o

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer or a non-accelerated filer. Seedefinition of “accelerated filer and large accelerated filer” in Rule 12b-2 ofthe Exchange Act. (Check one)

| Large accelerated filer o         Accelerated  Filer o         Non-accelerated  filer x |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Exchange Act). Yes o   No.   x

Indicate the number of shares outstanding of each ofthe issuer’s classes of common stock, as of the latest practicable date.

At May 11, 2007, there were 53,500,448 shares ofCommon Stock, par value $0.01 per share, outstanding.

 

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INTERNATIONALFIGHT LEAGUE, INC.

INDEX
|           | ** ** | ** **                                                                                  | ** ** | **Page  Number** | ** ** |
|-----------|------------|---------------------------------------------------------------------------------------------|------------|------------------|------------|
|      |       | PART I—FINANCIAL  INFORMATION                                                          |       |             |       |
| Item 1.   |       | Financial Statements                                                                        |       | 3                |       |
|      |       | Condensed  Consolidated Balance Sheets                                                      |       | 4                |       |
|      |       | March 31,  2007 (unaudited) and December 31, 2006                                           |       |             |       |
|      |       | Condensed Consolidated  Statements of Operations (unaudited)                                |       | 5                |       |
|      |       | Three  months ended March 31, 2007 and 2006                                                 |       |             |       |
|      |       | Condensed  Consolidated Statements of Cash Flows (unaudited)                                |       | 6                |       |
|      |       | Three  months ended March 31, 2007 and 2006                                                 |       |             |       |
|      |       | Notes to Condensed Consolidated Financial Statements                                        |       | 7                |       |
| Item 2.   |       | Management’s Discussion and Analysis of Financial  Condition and Results of Operations |       | 13               |       |
| Item 3.   |       | Quantitative and Qualitative Disclosure About Market  Risk                                  |       | 17               |       |
| Item 4.   |       | Controls and Procedures                                                                     |       | 17               |       |
|      |       | PART  II—OTHER INFORMATION                                                             |       |             |       |
| Item  1.  |       | Legal  Proceedings                                                                          |       | 18               |       |
| Item  1A. |       | Risk  Factors                                                                               |       | 18               |       |
| Item 2.   |       | Unregistered Sales of Equity Securities and Use of  Proceeds                                |       | 18               |       |
| Item 3.   |       | Defaults Upon Senior Securities                                                             |       | 18               |       |
| Item 4.   |       | Submission of Matters to a Vote of Security Holders                                         |       | 18               |       |
| Item  5.  |       | Other  Information                                                                          |       | 18               |       |
| Item 6.   |       | Exhibits                                                                                    |       | 19               |       |

 

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**PART I.**

**FINANCIALINFORMATION**

**Item 1. *FinancialStatements***

Certaininformation and footnote disclosures required under generally acceptedaccounting principles have been condensed or omitted from the followingconsolidated financial statements pursuant to the rules and regulations of theSecurities and Exchange Commission. International Fight League, Inc. (the “registrant”,the “Company”, “IFL”, “we”, “us”, or “our”) believes that the disclosures areadequate to assure that the information presented is not misleading in anymaterial respect. The following condensed consolidated financial statementsshould be read in conjunction with the year-end consolidated financialstatements and notes thereto included in our Annual Report on Form 10-K for theyear ended December 31, 2006.

Theresults of operations for the interim periods presented herein are notnecessarily indicative of the results to be expected for the entire fiscalyear, or any other period.

When we refer to ourfiscal year in this report, we are referring to the fiscal year ended onDecember 31 of that year. Thus, we are currently operating in our fiscal 2007year, which commenced on January 1, 2007. Unless the context expresslyindicates a contrary intention, all references to years in this filing are toour fiscal years.

“InternationalFight League,” “IFL,” “Bulldogs,” “Condors,” “Red Bears,” “The Scorpions,” “TheRazorclaws,” “Toronto Dragons,” “The Tigersharks,” “The Pitbulls,” “TheSilverbacks,” “The Wolfpack,” “The Sabres” and “The Anacondas” are trademarksof IFL.  Each trademark, trade name orservice mark of any other company appearing in this report belongs to itsholder.

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**INTERNATIONAL FIGHT LEAGUE, INC.and Subsidiary (formerly International Fight League, LLC)**

**CONDENSED CONSOLIDATEDBALANCE SHEETS**
| ** **                                                                                                                                                | ** ** | **March 31,  2007** | ** ** | **December 31,  2006** | ** ** |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------|------------|-----------------------------|------------|
| ** **                                                                                                                                                | ** ** | **(unaudited)**          | ** ** | ** **                  | ** ** |
| **ASSETS**                                                                                                                                                |       |                     |       |                        |       |
| Current assets:                                                                                                                                           |       |                     |       |                        |       |
| Cash and cash  equivalents                                                                                                                                |       | $                        | 9,190,462  |                        | $          | 16,623,159 |   |
| Accounts  receivable, net of allowance for doubtful accounts                                                                                              |       | 228,687                  |       | 108,104                     |       |
| Merchandise  inventory                                                                                                                                    |       | 54,592                   |       | 25,843                      |       |
| Prepaid expenses                                                                                                                                          |       | 381,248                  |       | 245,316                     |       |
| Total current  assets                                                                                                                                     |       | 9,854,989                |       | 17,002,422                  |       |
| Property and  equipment, net of accumulated depreciation and amortization                                                                                 |       | 345,832                  |       | 303,869                     |       |
| Other assets                                                                                                                                              |       | 124,064                  |       | 121,346                     |       |
| Total assets                                                                                                                                              |       | $                        | 10,324,885 |                        | $          | 17,427,637 |   |
| **LIABILITIES  AND STOCKHOLDERS’ EQUITY**                                                                                                            |       |                     |       |                        |       |
| Current liabilities:                                                                                                                                      |       |                     |       |                        |       |
| Accounts payable                                                                                                                                          |       | $                        | 1,324,946  |                        | $          | 1,036,444 |   |
| Accrued  commission on private placement                                                                                                                  |       | —                   |       | 1,645,400                   |       |
| Accrued expenses  and other current liabilities                                                                                                           |       | 1,142,885                |       | 1,110,341                   |       |
| Total current  liabilities                                                                                                                                |       | 2,467,831                |       | 3,792,185                   |       |
| Commitments                                                                                                                                               |       |                     |       |                        |       |
| Stockholders’ equity:                                                                                                                                |       |                     |       |                        |       |
| Common stock,  $0.01 par value per share; 75,000,000 shares authorized; 53,500,448 shares  issued and outstanding at March 31, 2007 and December 31, 2006 |       | 535,004                  |       | 535,004                     |       |
| Additional  paid-in capital                                                                                                                               |       | 23,930,661               |       | 23,996,851                  |       |
| Subscriptions  receivable                                                                                                                                 |       | —                   |       | (1,250,000                  | )          |
| Accumulated  deficit                                                                                                                                      |       | (16,608,611              | )          | (9,646,403                  | )          |
| Total  stockholders’ equity                                                                                                                          |       | 7,857,054                |       | 13,635,452                  |       |
| Total liabilities and  stockholders’ equity                                                                                                          |       | $                        | 10,324,885 |                        | $          | 17,427,637 |   |

 

Theaccompanying notes are an integral part of the condensed consolidated financialstatements.

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**INTERNATIONAL FIGHT LEAGUE, INC.and Subsidiary (formerly International Fight League, LLC)**

**CONDENSED CONSOLIDATED STATEMENTSOF OPERATIONS**

**(unaudited)**
| ** **                                                                   | ** ** | **For the Three Months Ended** | ** ** |
|------------------------------------------------------------------------------|------------|----------------------------------------------------|------------|
| ** **                                                                   | ** ** | **March 31,  2007**                           | ** ** | **March 31,  2006** | ** ** |
| **Revenues**                                                                 |       |                                               |       |   |   |
| Live and televised events:                                                   |       |                                               |       |   |   |
| Advertising—sponsorships                                                |       | $                                                  | 67,045     |   | $ | — |   |
| Live events—box  office receipts                                        |       | 513,842                                            |       | — |   |
| Television  rights                                                           |       | 960,000                                            |       | — |   |
| Branded merchandise                                                          |       | 19,470                                             |       | — |   |
| **Total  revenues**                                                          |       | 1,560,357                                          |       | — |   |
| **Costs  of revenues**                                                       |       |                                               |       |   |   |
| Live and televised  events:                                                  |       |                                               |       |   |   |
| Advertising—sponsorships                                                |       | 33,034                                             |       | — |   |
| Live events—advertising                                                 |       | 581,772                                            |       | — |   |
| Live  events—other costs                                                |       | 5,017,204                                          |       | — |   |
| Distribution  fees                                                           |       | 750,000                                            |       | — |   |
| Branded merchandise                                                          |       | 7,742                                              |       | — |   |
| **Total  costs of revenues**                                                 |       | 6,389,752                                          |       | — |   |
| **Selling, general and  administrative expenses**                            |       | 2,280,097                                          |       | 565,190 |   |
| **Stock-based compensation  expense**                                        |       | 15,208                                             |       | 9,582 |   |
| **Operating  loss**                                                          |       | (7,124,700                                         | )          | (574,772 | ) |
| **Other  income (expense):**                                                 |       |                                               |       |   |   |
| Dividend expense                                                             |       | —                                             |       | (27,450 | ) |
| Interest income                                                              |       | 162,492                                            |       | 11,523 |   |
| Other income  (expense), net                                                 |       | 162,492                                            |       | (15,927 | ) |
| **Net loss**                                                                 |       | $                                                  | (6,962,208 | ) | $ | (590,699 | ) |
| Net loss per common  share—basic and diluted                            |       | $                                                  | (0.13      | ) | $ | (0.04 | ) |
| Weighted average number of common shares outstanding—basic and  diluted |       | 53,500,448                                         |       | 16,517,975 |   |

 

The accompanying notes are an integral part of the condensedconsolidated financial statements.

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**INTERNATIONAL FIGHT LEAGUE, INC.and Subsidiary (formerly International Fight League, LLC)**

**CONDENSED CONSOLIDATEDSTATEMENTS OF CASH FLOWS(unaudited)**
| ** **                                                                   | ** ** | **For the Three Months Ended** | ** ** |
|------------------------------------------------------------------------------|------------|----------------------------------------------------|------------|
| ** **                                                                   | ** ** | **March 31,  2007**                           | ** ** | **March 31,  2006** | ** ** |
| Cash flows from  operating activities:                                       |       |                                               |       |   |   |
| Net loss                                                                     |       | $                                                  | (6,962,208 | ) | $ | (590,699 | ) |
| Adjustments to  reconcile net loss to net cash used in operating activities: |       |                                               |       |   |   |
| Depreciation and  amortization                                               |       | 26,783                                             |       | 1,618 |   |
| Stock-based  compensation expense                                            |       | 15,208                                             |       | 9,582 |   |
| Changes in  operating assets and liabilities:                                |       |                                               |       |   |   |
| Accounts  receivable                                                         |       | (120,583                                           | )          | — |   |
| Merchandise  inventory                                                       |       | (28,749                                            | )          | — |   |
| Prepaid expenses                                                             |       | (135,932                                           | )          | (50,051 | ) |
| Accounts payable                                                             |       | 288,502                                            |       | 217,927 |   |
| Accrued expenses  and other current liabilities                              |       | (48,854                                            | )          | 100,907 |   |
| Net cash used in  operating activities                                       |       | (6,965,833                                         | )          | (310,716 | ) |
| Cash flows from  investing activities:                                       |       |                                               |       |   |   |
| Payment of  security deposits                                                |       | (2,718                                             | )          | (2,500 | ) |
| Purchase of  property and equipment                                          |       | (68,746                                            | )          | (17,863 | ) |
| Net cash used in  investing activities                                       |       | (71,464                                            | )          | (20,363 | ) |
| Cash flows from  financing activities:                                       |       |                                               |       |   |   |
| Receipt of  subscription receivable                                          |       | 1,250,000                                          |       | — |   |
| Issuance of  Series A preferred stock                                        |       | —                                             |       | 1,525,000 |   |
| Payment of  accrued commission on private placement                          |       | (1,645,400                                         | )          | — |   |
| Conversion of  investor advances to Series A preferred stock                 |       | —                                             |       | (1,175,000 | ) |
| Net cash (used  in) provided by financing activities                         |       | (395,400                                           | )          | 350,000 |   |
| Net (decrease)  increase in cash and cash equivalents                        |       | (7,432,697                                         | )          | 18,921 |   |
| Cash and cash  equivalents at beginning of period                            |       | 16,623,159                                         |       | 1,136,960 |   |
| Cash and cash equivalents at end of period                                   |       | $                                                  | 9,190,462  |   | $ | 1,155,881 |   |

 

**The accompanying notes are an integral part of thecondensed consolidated financial statements.**

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**INTERNATIONAL FIGHT LEAGUE, INC.and Subsidiary (formerly International Fight League, LLC)**

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**(Unaudited)**

**NOTE 1 — BASIS OF PRESENTATION AND CONSOLIDATION AND BUSINESSDESCRIPTION**

Priorto November 29, 2006, we were known as Paligent Inc., a Delaware corporation (“Paligent”).On November 29, 2006, we acquired International Fight League, Inc., a privatelyheld Delaware corporation (“Old IFL”), pursuant to an agreement and plan ofmerger, dated as of August 25, 2006, as amended (the “Merger Agreement”), byand among us, IFL Corp., a Delaware corporation and our wholly owned subsidiary(“Merger Sub”), and Old IFL, providing for the merger of Merger Sub and OldIFL, with Old IFL being the surviving corporation and becoming our wholly ownedsubsidiary (the “Merger”). Immediately following the Merger, we changed ourname to International Fight League, Inc. (“IFL” or collectively, the “Company”),and Old IFL changed its name to IFL Corp. and continued to operate Old IFL’sbusiness of organizing and promoting a mixed martial arts (“MMA”) sportsleague.

Theaccompanying unaudited condensed consolidated financial statements representthe accounts of IFL and IFL Corp. All intercompany accounts and transactionshave been eliminated in consolidation. These unaudited condensed consolidatedfinancial statements reflect all adjustments (consisting of normal recurringaccruals) that are considered necessary for a fair presentation of consolidatedfinancial position and results of operations as of and for the periodspresented. We are required to make estimates and assumptions that affect theamounts reported in the unaudited financial statements and footnotes. Estimatesand assumptions are periodically reviewed and the effects of any materialrevisions are reflected in the period that they are determined to be necessary.

Weorganize, host and promote a significantly greater number of live and televisedMMA sporting events during the first half of our fiscal year than during the secondhalf of our fiscal year. Since we generally incur most of our costs inconnection with such events, our expenses generally increase during the firsthalf of our fiscal year and decline in the second half. This seasonality islikely to cause fluctuations in our financial results. Therefore, the resultsof operations for the periods presented are not necessarily indicative of theresults of operations for the full year and should be read in conjunction withthe audited consolidated financial statements for the year ended December 31,2006 in our Annual Report on Form 10-K.

**NOTE 2 — LIQUIDITY**

Sinceinception, the Company has incurred losses and has an accumulated deficit ofapproximately $16.6 million at March 31, 2007. During 2006, the Companyraised $2.5 million from the issuance of preferred stock (which wasconverted to common stock at the time of the Merger) and received$22.2 million in net proceeds from the sale of common stock in a privateplacement. At March 31, 2007, the Company’s cash balance was $9.2 million.

Basedupon management’s current forecast of future revenues and expenses, the Companybelieves its cash resources will likely be sufficient to fund operations into,but not through the end of, the fourth quarter of 2007. This assumes that theCompany’s live event expenses continue to decrease as a result of the Company’sincreased production efficiencies and that the Company realizes additional cashfrom the following: (i) the distribution of IFL mixed martial arts content viaDVD, electronic sell through and similar media pursuant to our letter of intentwith Warner Home Video; (ii) the distribution of programming internationallypursuant to our exclusive relationship with Alfred Haber Distribution, Inc.;(iii) the consummation of the transactions contemplated by the Letter of Intentwith the Fox Entities (see 

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Note 8); and (iv) an increase in sponsorship revenue. Therecan be no assurance, however, that the Company will generate sufficient cashfrom any of such sources or continue to realize decreases in its live eventexpenses. If the Company is not able to generate sufficient cash and reduceexpenses, the Company’s cash resources may not be sufficient to last throughthe end of the third quarter of 2007. If the Company is unable to securesufficient debt or equity financing for operations, the Company will experiencea cash shortage, the effect of which could result in the discontinuance ofoperations. If additional funds are raised by issuing equity securities,further dilution to existing stockholders will result and future investors maybe granted rights superior to those of existing stockholders.

**NOTE 3 — LOSS PER SHARE**

The Company complieswith the accounting and reporting requirements of Statement of FinancialAccounting Standards No. (“FAS”) 128, “Earnings Per Share.” Basic earnings pershare (“EPS”) excludes dilution and is computed by dividing income (loss)applicable to common stockholders by the weighted average number of commonshares outstanding for the period. Diluted EPS is based upon the weightedaverage number of common shares outstanding during the period plus theadditional weighted average common equivalent shares during the period. Commonequivalent shares result from the assumed exercises of outstanding stockoptions and warrants, the proceeds of which are then assumed to have been usedto repurchase outstanding shares of common stock (the “treasury stock method”).Common equivalent shares are not included in the per share calculations wherethe effect of their inclusion would be anti-dilutive. Inherently, stock optionsand warrants are deemed to be anti-dilutive when the average market price ofthe common stock during the period exceeds the exercise price of the stockoptions or warrants.

AtMarch 31, 2007, the Company’s common stock equivalents include stock optionsoutstanding for 2,138,553 shares of our common stock and warrants exercisablefor 653,987 shares of our common stock. These common stock equivalents are notincluded in the diluted EPS calculations because the effect of their inclusionwould be anti-dilutive or would decrease the loss per common share.

**NOTE 4 — INCOME TAXES**

On January 1, 2007,the Company adopted the provisions of Financial Accounting Standards BoardInterpretation No. 48, “Accounting for Uncertainty in Income Taxes — aninterpretation of FAS 109” (“FIN 48”). As of January 1 and March 31, 2007,there were no unrecognized tax benefits. FIN 48 prescribes a recognitionthreshold and a measurement attribute for the financial statement recognitionand measurement of tax positions taken or expected to be taken in a tax return.For those benefits to be recognized, a tax position must bemore-likely-than-not to be sustained upon examination by taxing authorities. TheCompany recognizes accrued interest and penalties related to unrecognized taxbenefits as income tax expense. No amounts were accrued for the payment ofinterest and penalties at January 1, 2007. There was not change to this balanceat March 31, 2007. Management is currently unaware of any issues under reviewthat could result in significant payments, accruals or material deviations fromits position. The adoption of the provisions of FIN 48 did not have a materialimpact on the Company’s financial position, results of operations and cash flows.

**NOTE 5 — RELATED PARTY TRANSACTIONS**

***Transactions with Entities Controlled byOur Chief Executive Officer***

Certainbusiness transactions are transacted among the Company and two businessventures that are controlled by the Company’s Chief Executive Officer. Typically,the Company reimburses these related companies for charges incurred andadvances made on the Company’s behalf. Further, the Company purchases certaingoods and services from these related companies. As of March 31, 2007, 

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approximately $123,000 was owed to these relatedcompanies, which is included in accounts payable, relating to transactionsaggregating $267,000 for the three months ended March 31, 2007 and $39,000for the three months ended March 31, 2006. As of December 31, 2006, approximately$166,000 was owed to these related companies, of which $119,000 is included inaccounts payable and $47,000 is included in accrued expenses.

***Lease and Other Guaranty Arrangements***

Inconnection with Old IFL’s lease of our New York City headquarters in August2006, our Chief Executive Officer executed an unconditional and irrevocableguaranty of Old IFL’s obligations under the lease. This lease commenced onSeptember 1, 2006 and expires on August 31, 2010. Rent expense initially is$13,394 per month (not including escalations) commencing on November 1, 2006and payable in advance. In addition, our Chief Executive Officer has, onoccasion, provided personal guarantees relating to performance bonds requiredby certain state athletic commissions.

OnMarch 29, 2007, the Company’s Board of Directors passed a resolutionauthorizing the Company to enter into an indemnification agreement with ourChief Executive Officer relating to these personal guarantees. On March 30,2007, the Company executed an indemnity agreement with our Chief ExecutiveOfficer.

**NOTE 6 — STOCK OPTION PLAN**

Accountingfor stock options issued to employees follows the provisions of FAS 123(R), “Share-BasedPayment” and the SEC’s SAB 107, “Valuation of Share-Based Payment Arrangementsfor Public Companies.” This statement requires an entity to measure the cost ofemployee services received in exchange for an award of equity instruments basedon the grant-date fair value of the award. That cost will be recognized overthe period during which an employee is required to provide service in exchangefor the award.

TheCompany uses the Black-Scholes option pricing model to measure the fair valueof options granted to employees.

Duringthe year ended December 31, 2006, the Company adopted the new 2006 EquityIncentive Plan (the “Plan”), which permits the grant of share options and otherforms of share-based awards to its employees and service providers for up to5,000,000 shares of the Company’s common stock. Option awards generally vestbased on 3 years of continuous service and have 10-year contractual terms.Certain option and share awards provide for accelerated vesting if there is achange in control (as defined in the Plan). As part of the Merger (see Note 1),in exchange for options to purchase 1,865,000 shares of Old IFL common stock,we issued to the holders thereof options to purchase an aggregate of 1,925,376shares of our common stock under the Plan which has substantially the sameterms and conditions as the Old IFL options.

Thefair value of each option award is estimated on the date of grant using theBlack-Scholes option valuation model that used the assumptions noted in thefollowing table. Expected volatilities are estimated based on the volatility ofother entities in similar businesses. The expected term of options granted toemployees is 3 years and is derived from the option agreement and representsthe vesting period, since there is no employment history to consider. Theexpected term of options granted to non-employees is 2 to 5 years and isderived from the agreements with the parties. The risk-free rate for theexpected term of the options is based on the U.S. Treasury yield curve ineffect at the time of grant. 

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|                           | ** ** | **March 31,  2007** | ** ** |
|---------------------------|------------|--------------------------|------------|
| Expected  volatility      |       | 33                       | %          |
| Expected  dividends       |       | 0                        |       |
| Expected term  (in years) |       | 2-5                      |       |
| Risk-free rate            |       | 4.7                      | %          |

 

A summary of optionactivity under the Plan for the three months ended March 31, 2007 is presentedbelow:
| ** **                      | ** ** | **Options** | ** ** | **Weighted  Average  Exercise Price** | ** ** | **Weighted  Average  Remaining  Contractual  Term** | ** ** |
|---------------------------------|------------|-------------|------------|--------------------------------------------|------------|-----------------------------------------------------|------------|
| Outstanding at  January 1, 2007 |       | 1,925,376   |       | $                                          | 0.20       |                                                |       |   |
| Cancelled                       |       | (50,758     | )          | $                                          | 0.30       |                                                |       |   |
| Outstanding at  March 31, 2007  |       | 1,874,618   |       | $                                          | 0.16       |                                                |       |   |
| Exercisable at March  31, 2007  |       | 455,104     |       | $                                          | 0.13       |                                                | 9.4 years  |   |

 

Inconnection with grants of options issued under the Plan, compensation costs of$15,208 and $9,582 were charged against operations for the three months endedMarch 31, 2007 and 2006, respectively.

**NOTE 7 — COMMITMENTS**

TheCompany routinely enters into employment arrangements with management and staffproviding for differing severance arrangements. During the first quarter, theCompany entered into employment arrangements with two executive officerscontaining contingent obligations under certain events of termination. In addition,in April 2007 the Company entered into an agreement with one of its executiveofficers under which the Company is obligated to make a series of paymentssubsequent to the effective date of the executive’s resignation (see Note 9).

**NOTE 8 — TELEVISION RIGHTS AGREEMENT AND OTHER PENDINGAGREEMENTS**

Onvarious dates during the year ended December 31, 2006, the Company entered intoagreements with National Sports Programming, owner and operator of Fox SportsNet (“FSN”) regarding IFL’s series of team mixed martial arts matches heldduring the year ended December 31, 2006. The agreements grant FSN certainrights to the telecasts and, in return, FSN agrees to broadcast the seriesunder specified conditions.

Theagreements with FSN provide that there shall be no payment of any distributionfees by the Company to FSN. The Company treats the arrangements as bartertransactions in accordance with FAS 153 “Exchanges of Nonmonetary Assets,an amendment of APB Opinion No. 29.” Under the proposed terms of theLetter of Intent (as hereinafter defined), FSN would retain exclusivedistribution rights to all IFL regular season, playoff and championship events.The provision of the LOI relating to FSN provides that there shall continue tobe no payment of any distribution fee by IFL to FSN. For the three months endedMarch 31, 2007, the Company recognized $750,000 of television rights revenueand corresponding charges to costs of revenues.

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OnJanuary 15, 2007, the Company entered into a letter of intent (the “Letter of Intent”)with Fox Cable Networks, Inc. (“Fox”) and MyNetworkTV, Inc. (“MNTV” and,together with Fox, the “Fox Entities”), which set forth certain terms andconditions under which the Fox Entities and IFL propose to create, promote anddistribute IFL MMA content through a three-tier television and new mediaprogramming alliance.

IFLand the Fox Entities have continued negotiation of definitive agreements inrespect of the transactions contemplated by the Letter of Intent, includingwithout limitation, a telecast rights agreement, broadcast rights agreement,warrant agreement, master services agreement and limited liability companyoperating agreement (the “Definitive Agreements”). The Definitive Agreementsare to contain certain provisions consistent with the terms proposed in theLetter of Intent.

Theparties’ obligation to negotiate the Definitive Agreements has been extendedseveral times and currently expires on May 18, 2007. Although IFL intends towork towards the negotiation and execution of the Definitive Agreements, andbelieves that this is the intention of the Fox Entities as well, there is noassurance that the parties will be able to agree on and enter into theDefinitive Agreements. None of the parties is obligated to consummate thetransactions contemplated by the Letter of Intent, except pursuant to theDefinitive Agreements.

TheLetter of Intent also calls for Fox and IFL to establish a joint venture toown, manage and distribute IFL related digital media rights includingonline/Internet, broadband and mobile/wireless.

Keyterms of the proposed Definitive Agreements are as follows:

*Fox Sports Net, Inc.Distribution Agreement*

·       The initial term of the agreement would extendfor three years commencing January 1, 2007. Thereafter, Fox would retain twoconsecutive, unilateral three-year options to extend the initial term, which ifextended would restrict our ability to obtain other television coverage in theU.S.

·       FSN would retain exclusive distribution rightsto all IFL regular season, playoff and championship events (the “ScheduledEvents”) in the United States and its territories each year of the term, whichwould consist of 22 one-hour late night event programs (the “Programs”),produced by IFL, that began in the first quarter of 2007. MNTV is the onlyother party permitted to broadcast the Scheduled Events in the United States.

·       FSN would retain an exclusive right of first refusal to acquireexclusive distribution rights for all other MMA events controlled or created byIFL, and a right to match any third party offer in connection with one grandprix event per year.

·       FSN would retain exclusive U.S. distribution rights for all IFL relatedvideo-on-demand and to one pay-per-view event per year.

·       In the event IFL decides to offer international distribution rights,Fox would have an exclusive right of first refusal for the Latin American andMiddle Eastern markets which would not include any over-the-air rights.

·       FSN would have the exclusive right to produce all IFL related ancillaryprogramming, with limited ancillary programming rights reserved by IFL.

·       FSN would use its commercially reasonable efforts to clear a telecastof each Program in a minimum of 50 million homes.

·       During the initial term, IFL would be responsible for all productioncosts of each Program.

·       IFL would be allocated a limited amount of advertising time on FSNduring each Program.

*MyNetworkTV DistributionAgreement*

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·       The initial term of the agreement would extend for one year commencingupon the first 2007 IFL event telecast. Thereafter, Fox would retain twoconsecutive, unilateral one-year options to extend the initial term.

·       MNTV would have exclusive over-the-air television distribution rightswithin the United States to the Scheduled Events and would order 22 programs,subject to cancellation.

·       During the initial term, MNTV would pay IFL $50,000 for the initialtelecast, $20,000 for the second telecast and $12,500 for the third telecast ofsuch program, with the amounts increasing in subsequent terms.  During the first quarter of 2007, MNTVbroadcast three initial and three second telecasts comprising an additional$210,000 of television rights revenue.

·       IFL would be allocated a limited amount of advertising time on MNTVduring each telecast.

*DigitalMedia Rights Joint Venture and Equity*

·       Fox and IFL would form a joint venture to own and manage the digitalmedia rights to all IFL content in perpetuity.

·       Fox would own 51% of the joint venture, possess operational control andthe ability to appoint two of three directors in the joint venture. IFL wouldappoint the other director. Certain significant transactions would requireunanimous board approval.

·       Fox would acquire 4,800,000 shares of IFL common stock at $1.25 pershare and a five-year warrant to purchase 1,500,000 shares of common stock atan exercise price of $1.25 per share.

·       Fox and/or an affiliate would pay IFL $6,000,000 in cash upon theclosing of the proposed transactions.

·       IFL would grant Fox demand and piggyback resale registration rightswith respect to the shares of common stock, including those issuable uponexercise of the warrants.

**NOTE 9 — SUBSEQUENT EVENTS**

On April 2, 2007, we enteredinto an agreement and general release (the “Agreement and Release”), pursuantto which Salvatore A. Bucci, our Executive Vice President, Chief FinancialOfficer and Treasurer voluntarily resigned effective at the close of businesson June 30, 2007 (the “Separation Date”). Mr. Bucci is to continue to serve asour Executive Vice President, Chief Financial Officer and Treasurer and as oneof our directors through the Separation Date. From April 1, 2007 through June30, 2007, we are required to continue to pay Mr. Bucci his regular gross salaryplus benefits and to reimburse Mr. Bucci for all reasonable out-of-pocketexpenses incurred by him in connection with the performance of his duties andobligations. In addition, on June 29, 2007, we are required to make a one-timepayment of $40,000 to Mr. Bucci. From July 2007 to December 2007, we will berequired to pay to Mr. Bucci six monthly payments of $15,000, payable on orbefore the fifth day of each month; and in the event that Mr. Bucci elects toreceive health insurance coverage in accordance with the Consolidated OmnibusBudget Reconciliation Act (“COBRA’), we will pay any required premiums for suchcoverage, for any period in which Mr. Bucci remains eligible for such COBRAbenefits, through the earlier of December 31, 2007 or the date on which Mr.Bucci becomes eligible for group health insurance though any employer or professionalaffiliation other than the Company. All amounts payable to Mr. Bucci under theAgreement and Release will be charged to expense in the second quarter of 2007.

The expiration date of theLetter of Intent with the Fox Entities has been extended to May 18, 2007.

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**Item 2.     Management’sDiscussion and Analysis of Financial Condition and Results of Operations**

*The followingdiscussion and analysis of our financial condition and results of operationsshould be read in conjunction with our condensed consolidated financialstatements and related notes appearing elsewhere in this Quarterly Report onForm 10-Q and our Annual Report on Form 10-K filed on April 2, 2007. Inaddition to historical information, this discussion and analysis containsforward-looking statements that are based on current expectations, estimates,forecasts and projections about us, our future performance and the industriesin which we operate as well as on our management’s assumptions. Theseforward-looking statements that involve risks and uncertainties. When used inthis Quarterly Report on Form 10-Q the words “anticipate,” “objective,” “may,” “might,”“should,” “could,” “can,” “intend,” “expect,” “believe,” “estimate,” “predict,”“targets,” “goals,” “projects,” “seeks,” “potential,” “plan,” “is designed to”or the negative of these and similar expressions identify forward-lookingstatements. While we believe our plans, intentions and expectations reflectedin those forward-looking statements are reasonable, we cannot assure you thatthese plans, intentions or expectations will be achieved. Other than asrequired by applicable securities laws, we are under no obligation to updateany forward-looking statement, whether as result of new information, futureevents or otherwise. Our actual results may differ materially from thoseanticipated in these forward-looking statements as a result of certain factors,including but not limited to, those set forth under Item 1A, “Risk Factors,”and elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report onForm 10-K for the year ended December 31, 2006.*

**Our Company**

We are the world’s first professional mixed martialarts (or MMA) sports league. In MMA matches, athletes combine a variety offighting styles, such as boxing, judo, jiu jitsu, karate, kickboxing, muy thai,tae kwon do and/or wrestling, in each fight. Our business was founded in 2005to organize, host and promote live and televised MMA sporting events and tocapitalize on the growing popularity of MMA in the United States and around theworld. At the core of our business are our twelve MMA teams, which comprisesome of the world’s most highly regarded athletes and coaches. Our sportingevents typically showcase four teams, in two-team match-ups, with athletescompeting in one-on-one matches across five weight divisions. These eventscreate a body of television programming content that we currently distributethrough an arrangement with both Fox Sports Net (“FSN”), a national sportscable network available to over 80 million households across the United Statesand MyNetworkTV, Inc. (“MNTV”), a broadcast network available to over 100million homes. We earn revenue from live event ticket sales, sponsorships andpromotions and licensing of our intellectual property. We have held twelve liveevents, the first of which took place during the second quarter of 2006, thefirst period in which we recognized revenues.

**CorporateHistory**

Prior to November 29, 2006, we were known as PaligentInc., a Delaware corporation (“Paligent”). On November 29, 2006, we acquiredInternational Fight League, Inc., a privately held Delaware corporation (“OldIFL”), pursuant to an agreement and plan of merger, dated as of August 25,2006, as amended (the “Merger Agreement”), by and among us, IFL Corp., aDelaware corporation and our wholly owned subsidiary (“Merger Sub”), and OldIFL, providing for the merger of Merger Sub and Old IFL, with Old IFL being thesurviving corporation and becoming our wholly owned subsidiary (the “Merger”). Immediatelyfollowing the Merger, we changed our name to International Fight League, Inc. (“IFL”or collectively, the “Company”), and Old IFL changed its name to IFL Corp. andcontinued to operate Old IFL’s business of organizing and promoting a mixedmartial arts sports league.

The Merger has been accounted for as a reverseacquisition under the purchase method of accounting for business combinationsin accordance with generally accepted accounting principles in the UnitedStates of America. Reported results of operations of the combined group reflectthe operations of Old IFL and IFL.

Old IFL’s predecessor, International Fight League, LLC(the “LLC”), was organized on March 29, 2005 as a New Jersey limited liabilitycompany. On January 11, 2006, the LLC merged into Old IFL, whereupon theexistence of the LLC ceased, and at which time the members of the LLC receivedan aggregate of 18,000,000 shares of Old IFL common stock, par value $0.0001per share, in exchange for their membership interests in the LLC. Old IFLoperated as a development stage enterprise through March 31, 2006.

During the first quarter of 2007, we launched ourfirst full season, which consists of a six-month regular season and a two-monthpost-season.

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**Company Filings**

We make available through our internet website free ofcharge our annual report on Form 10-K, quarterly reports on Form 10-Q, currentreports on Form 8-K, amendments to such reports and other filings made by uswith the SEC, as soon as practicable after we electronically file such reportsand filings with the SEC. Our website address is www.ifl.tv. The informationcontained in this website is not incorporated by reference in this report.

**Resultsof Operations**

From inception through March 31, 2007, we haveincurred costs and expenses significantly in excess of revenues. As we pursueour goals and continue to build out our organization and business, we expect toincrease revenues and control costs and maximize value to existingstockholders, though we expect to incur additional losses.

Through March 31, 2006, we were a development stagecompany with insignificant operations. Accordingly, there are no meaningfulcomparative data upon which prior period comparisons can be made.

***Three Months Ended March31, 2007***

During the quarterly period ended March 31, 2007, IFL incurreda net loss of $7.0 million, or $0.13 per share.

Revenues for the three months ended March 31, 2007were $1.6 million. The principal components of revenue include:

·                  televisionrights of $960,000, consisting of $750,000 and $210,000 relating to IFL’sagreements with FSN and MNTV, respectively;

·                  boxoffice receipts of $514,000; and

·                  sponsorshipsof $67,000.

During 2006, IFL entered into agreements with NationalSports Programming, owner and operator of Fox Sports Net (“FSN”). Theagreements with FSN granted FSN exclusive rights to broadcast episodes of IFL’s2006 events through June 30, 2007. In January 2007, we entered into a Letter ofIntent (“LOI”) with Fox Cable Networks, Inc. (“Fox”) and MyNetworkTV, Inc. (“MNTV”and, together with Fox, the “Fox Entities”), which set forth certain terms andconditions under which the Fox Entities and IFL proposed to create, promote anddistribute IFL MMA content. Under the proposed terms, FSN would retainexclusive distribution rights to all IFL regular season, playoff andchampionship events. The provision of the LOI relating to FSN provides thatthere shall be no payment of any distribution fee by IFL to FSN. Accordingly,we have treated the transaction as a barter transaction in accordance with FAS153, “Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29. Theprovision of the LOI relating to the broadcasts on MNTV provide for MNTV to payIFL $50,000 for each initial telecast and $20,000 for each second telecast. Duringthe first quarter of 2007, MNTV broadcast three initial and three subsequenttelecasts.

During the quarterly period ended March 31, 2007,costs of revenues were $6.4 million, consisting of the following principalcomponents:

·                  distributionfees of $750,000 relating to the FSN agreement;

·                  liveevent costs of $5.6 million; and

·                  sponsorshipcosts of $33,000.

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Components of live event costs for the quarterlyperiod ended March 31, 2007, include $1.7 million of talent costs, $1.1 millionof event travel and other event costs, $2.2 million of television productioncosts and $600,000 of advertising expenses.

During the quarterly period ended March 31, 2007,selling, general and administrative expenses were $2.3 million, the primarycomponents of which were, respectively, professional fees of $700,000, payrolland benefits expenses of $1.0 million, office and facilities costs of $300,000and travel and entertainment of $100,000. In addition, advertising expenses of$200,000 were recorded to selling, general and administrative expenses duringthe quarterly period ended March 31, 2007.

Stock-based compensation expense of $15,000 recordedto the statement of operations for the quarterly period ended March 31, 2007,relates to option grants under Old IFL’s 2006 Equity Compensation Plan which optiongrants were assumed under the Plan.

During the quarterly period ended March 31, 2007,interest income of $162,000 was earned on available cash balances.

**Liquidityand Capital Resources**

At March 31, 2007, our cash and cash equivalents were$9.2 million, a decrease of $7.4 million from the end of the prior year. Duringthe first quarter of 2007, we received $1.2 million from the receipt of theremaining subscription receivable relating to the December 2006 privateplacement of common stock and used $7.0 million to fund operating activitiesand $1.6 million to pay accrued commissions on the private placement that wascompleted in December 2006.

***Future Capital Requirements***

Since inception, our MMA operations have incurredlosses, and we have funded these operating deficits through proceeds of $2.5million from the 2006 issuance of preferred stock and from net proceeds ofapproximately $22.2 million from our December 2006 private placement. Basedupon management’s current forecast of future revenues and expenses, the Companybelieves its cash resources will likely be sufficient to fund operations into,but not through the end of, the fourth quarter of 2007. This assumes that theCompany’s live event expenses continue to decrease as a result of the Company’sincreased production efficiencies and that the Company realizes additional cashfrom the following: (i) the distribution of IFL mixed martial arts content viaDVD, electronic sell through and similar media pursuant to our letter of intentwith Warner Home Video; (ii) the distribution of programming internationallypursuant to our exclusive relationship with Alfred Haber Distribution, Inc.;(iii) the consummation of the transactions contemplated by the Letter of Intentwith the Fox Entities (see Note 8); and (iv) an increase in sponsorshiprevenue. There can be no assurance, however, that the Company will generatesufficient cash from any of such sources or continue to realize decreases inits live event expenses. If the Company is not able to generate sufficient cashand reduce expenses, the Company’s cash resources may not be sufficient to lastthrough the end of the third quarter of 2007. If the Company is unable tosecure sufficient debt or equity financing for operations, the Company willexperience a cash shortage, the effect of which could result in thediscontinuance of operations. If additional funds are raised by issuing equitysecurities, further dilution to existing stockholders will result and futureinvestors may be granted rights superior to those of existing stockholders.

**Changesin Directors and Officers**

On April 2, 2007, we entered into an agreement andgeneral release pursuant to which Salvatore A. Bucci, our Executive VicePresident, Chief Financial Officer and Treasurer voluntarily resigned effectiveat the close of business on June 30, 2007 (the “Separation Date”). Mr. Bucci isto continue to serve as our Executive Vice President, Chief Financial Officerand Treasurer and as one of our directors through the Separation Date (see Note9 to the Condensed Consolidated Financial Statements included in this report).

On April 25, 2007, Mr. Kurtz voluntarily resigned asone of our directors.

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On May 1, 2007, our Board of Directors elected JeffreyM. Jagid to fill the vacancy created by Mr. Kurtz’s resignation.

In May 2007, Joel Ehrlich, our Chief Marketing Officerand President of Sales, announced his resignation, effective at the close ofbusiness on June 30, 2007. Mr. Ehrlich has agreed to serve as a consultant tothe Company after June 30, 2007.

**Off-BalanceSheet Arrangements**

As of March 31, 2007, we had no off-balance sheetarrangements.

****Critical Accounting Policy****

For the three months ended March 31, 2007, there wereno significant changes to our critical accounting policies as identified in ourAnnual Report on Form 10-K for the year ended December 31, 2006.

**Seasonality**

We organize, host and promote a significantly greaternumber of live and televised MMA sporting events during the first half of ourfiscal year than during the second half of our fiscal year. Since we generallyincur most of our costs in connection with such events, our expenses generallyincrease during the first half of our fiscal year and decline in the secondhalf. This seasonality is likely to cause fluctuations in our financialresults.

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**Item 3. *Quantitative andQualitative Disclosure About Market Risk***

Not applicable.

**Item 4. *Controls and Procedures***

*Evaluation of DisclosureControls and Procedure—*Underthe supervision and with the participation of our management, including our ChiefExecutive Officer and Chief Financial Officer, we have evaluated theeffectiveness of the design and operation of our disclosure controls andprocedures as of March 31, 2007. Based upon this evaluation, our Chief ExecutiveOfficer and Chief Financial Officer have concluded that our disclosure controlsand procedures are adequate and effective to ensure that information we arerequired to disclose in reports that we file or submit under the Securities ExchangeAct of 1934 is (1) recorded, processed, summarized and reported within the timeperiods specified in SEC rules and forms and (2) is accumulated and communicatedto our management, including our principal executive and principal financialofficers as appropriate to allow timely decisions regarding requireddisclosures. Due to the inherent limitations of control systems, not allmisstatements may be detected. These inherent limitations include the realitiesthat judgments in decision-making can be faulty and that breakdowns can occurbecause of simple error or mistake. Any system of controls and procedures, nomatter how well designed and operated, can at best provide only reasonableassurance that the objectives of the system are met and management necessarilyis required to apply its judgment in evaluating the cost benefit relationshipof possible controls and procedures. Additionally, controls can be circumventedby the individual acts of some persons, by collusion of two or more people, orby management override of the control. Our controls and procedures are intendedto provide only reasonable, not absolute, assurance that the above objectiveshave been met.

*Changes in Internal ControlOver Financial Reporting*—Therehave been no changes in our internal control over financial reporting thatoccurred during the last fiscal quarter to which this report relates that havematerially affected, or are reasonably likely to materially affect, ourinternal control over financial reporting.

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**PART II — OTHER INFORMATION**

**Item 1.  *LegalProceedings***

Not Applicable.

**Item1A.  *RiskFactors***

Aside from the risk factor(s) noted below, there havenot been any material changes in the risk factors that were previouslydisclosed in Item 1A, “Risk Factors,” of Part I of the Company’s Annual Report on Form 10-K for the year endedDecember 31, 2006.

***FSN has the exclusive right to distribute IFL MMA content inthe United States.***

Under the Letter of Intent with Fox CableNetworks, Inc. (“Fox”) and MNTV (Fox, together with MNTV, the “FoxEntities”), FSN has the exclusive TV broadcast right to distribute IFL MMAcontent for regular season, playoff and championship events in the UnitedStates. MNTV, an affiliate of FSN, is currently broadcasting our 2007 regular seasonprogramming. The Letter of Intent, which has been extended several times,currently expires on May 18, 2007.  Whilethe parties are continuing to work towards the negotiation and execution of theDefinitive Agreements, the Company and the Fox Entities are continuing toperform in accordance with terms and conditions under the Letter ofIntent.  Given our arrangements under theLetter of Intent with FSN and MNTV, we are prohibited from acquiring anyadditional third-party television coverage in the U.S. and its territories forour regular season, playoff and championship events. If MNTV decides todiscontinue broadcasting our programming, we will have only a limitedcommitment from FSN to broadcast our league programming. In addition, under theLetter of Intent, FSN has the unilateral option to extend the proposedthree-year distribution agreement for two additional three-year terms. IF FSNexercises each of these options and the MNTV contract is terminated or notrenewed, we may be unable to obtain other television coverage in the U.S. forour league regular season and playoff events. As a result of the proposeddefinitive agreements with FSN and MNTV and the accompanying digital mediarights joint venture with Fox, our ability to broadcast and promote our MMAevents in the United States is substantially dependent on our ability tomaintain a good working relationship with the Fox Entities. Any disruption ofour relationship with the Fox entities may adversely affect our businessprospects, operating results, cash flow and ability to achieve profitability.

**Item 2. *Unregistered Sales of Equity Securities and Use ofProceeds***

Except as disclosed below, we did not repurchase orsell any shares of our equity securities during the quarter ended March 31,2007.

On March 1, 2007, we issued a warrant to purchase581,280 shares of our common stock at an exercise price of $1.25 per share,with an expiration date of March 1, 2012, in a private placement exempt underSection 4(2) of the Securities Act of 1933. This warrant was issued as part the consideration we paid to theplacement agent for the private sale of the Company’s common stock completed onDecember 28, 2006.  No cash proceeds werereceived by the Company for the issuance of this warrant.

**Item 3. *Defaults Upon Senior Securities***

NotApplicable.

**Item 4. *Submission of Matters to a Vote of Security Holders***

NotApplicable.

**Item 5. *Other Information***

Notapplicable.

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**Item 6. *Exhibits***
| Exhibits | ** ** | ** ** | ** ** |
|----------|------------|------------|------------|
|     | 4.1        |       | —     |   | Warrant, dated March 1,  2007, issued to placement agent. |
|     | 10.1       |       | —     |   | Agreement and General  Release, dated April 2, 2007, between International fight League, Inc. and  Salvatore A. Bucci (Exhibit 10.10 to Form S-1 (Registration No. 333-140636), Amendment No. 1 filed May 2, 2007  and incorporated herein by reference). |
|     | 10.2       |       | —     |   | Letter Agreement, dated  March 21, 2007, between International Fight League, Inc. and Michael C.  Keefe (Exhibit 10.11 to Form S-1 (Registration  No. 333-140636), Amendment No. 1 filed May 2, 2007 and incorporated  herein by reference). |
|     | 10.3       |       | —     |   | Letter Agreement dated  March 8, 2007 between International Fight League, Inc. and Joel Ehrlich  (Exhibit 10.12 to Form S-1 (Registration  No. 333-140636), Amendment No. 1 filed May 2, 2007 and incorporated  herein by reference). |
|     | 31.1       |       | —     |   | Certification of the  Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of  2002. |
|     | 31.2       |       | —     |   | Certification of the  Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of  2002. |
|     | 32.1       |       | —     |   | Certification of the Chief  Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002. |
|     | 32.2       |       | —     |   | Certification of the  Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |

 

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**SIGNATURES**

Pursuantto the requirements of the Securities Exchange Act of 1934, the Registrant hasduly caused this report to be signed on its behalf by the undersigned thereuntoduly authorized.
|        |   | INTERNATIONAL FIGHT LEAGUE, INC. |
|--------|--------|----------------------------------|
|   |   | By:                              |   | /s/ Gareb Shamus |
|   |   |                             | ** ** | **Gareb Shamus  President and Chief Executive Officer** |

 

Date: May 15, 2007

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** **

**EXHIBIT INDEX**
| Exhibits | ** ** | ** ** |
|----------|------------|------------|
|     | 4.1        |       |   | Warrant, dated March 1,  2007, issued to placement agent. |
|     | 10.1       |       |   | Agreement and General  Release, dated April 2, 2007, between International fight League, Inc. and  Salvatore A. Bucci (Exhibit 10.10 to Form S-1 (Registration No. 333-140636), Amendment No. 1 filed May 2, 2007  and incorporated herein by reference). |
|     | 10.2       |       |   | Letter Agreement, dated  March 21, 2007, between International Fight League, Inc. and Michael C. Keefe  (Exhibit 10.10 to Form S-1 (Registration  No. 333-140636), Amendment No. 1 filed May 2, 2007 and incorporated  herein by reference). |
|     | 10.3       |       |   | Letter Agreement dated  March 8, 2007 between International Fight League, Inc. and Joel Ehrlich  (Exhibit 10.12 to Form S-1 (Registration  No. 333-140636), Amendment No. 1 filed May 2, 2007 and incorporated  herein by reference) . |
|     | 31.1       |       |   | Certification of the Chief  Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|     | 31.2       |       |   | Certification of the  Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of  2002. |
|     | 32.1       |       |   | Certification of the  Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|     | 32.2       |       |   | Certification of the  Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |

 

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