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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from       to       .
 Commission file number: 000-21134
 
 International Fight League, Inc.
  
 Delaware
    
    04-2893483(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification Number)7365 Main Street, #191Stratford, CT
    
    06614(Address of Principal Executive Offices)
    
    (ZIP Code)
 347-563-0060
 
  þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer  o(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 þ o




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PageNumberPART IFINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3Condensed Balance Sheets as of June 30, 2009 (unaudited) and December 31, 2008
    
    
    4Condensed Statements of Operations for the three and six months ended June 30, 2009
and 2008 (unaudited)
    
    
    5Condensed Statements of Cash Flows for the six months ended June 30, 2009 and 2008
(unaudited)
    
    
    6Notes to Condensed Interim Financial Statements (unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    16Item 4. Controls and Procedures
    
    
    16PART IIOTHER INFORMATIONItem 1. Legal Proceedings
    
    
    17Item 1A. Risk Factors
    
    
    17Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    17Item 3. Defaults Upon Senior Securities
    
    
    17Item 4. Submission of Matters to a Vote of Security Holders
    
    
    17Item 5. Other Information
    
    
    17Item 6. Exhibits
    
    
    17EX-31.1EX-32.1EX-99.1




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PART I.
 FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements
    3




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INTERNATIONAL FIGHT LEAGUE, INC.
 
 CONDENSED BALANCE SHEETS
 June 30,2009
    
    
    December 31,(unaudited)
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    87,719
    
    
    $
    118,468Prepaid expenses
    
    
    124,075
    
    
    
    228,555Total current assets
    
    
    211,794
    
    
    
    347,023Property and equipment, net of accumulated depreciation and amortization
    
    
    625
    
    
    
    1,150Total assets
    
    $
    212,419
    
    
    $
    348,173LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Accounts payable
    
    $
    18,250
    
    
    $
    7,340Accrued expenses and other current liabilities
    
    
    36,910
    
    
    
    66,568Loss in excess of investment in Equity Investee
    
    
    801,421
    
    
    
    466,745Total current liabilities
    
    
    856,581
    
    
    
    540,653CommitmentsStockholders deficit:Common stock, $0.01 par value per share; 150,000,000 shares authorized;
79,058,509 shares issued and outstanding at June 30, 2009 and December
31, 2008
    
    
    790,562
    
    
    
    790,562Additional paid-in capital
    
    
    36,367,772
    
    
    
    36,304,680Accumulated deficit
    
    
    (37,802,496
    )
    
    
    (37,287,722
    )Total stockholders deficit
    
    
    (644,162
    )
    
    
    (192,480
    )Total liabilities and stockholders deficit
    
    $
    212,419
    
    
    $
    348,173
  4




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INTERNATIONAL FIGHT LEAGUE, INC.
 
 CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
 For the three months ended June 30,
    
    
    For the six months ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Selling, general and administrative
expenses
    
    
    18,419
    
    
    
    220,018
    
    
    
    65,356
    
    
    
    421,967Stock-based compensation expense
    
    
    31,379
    
    
    
    79,035
    
    
    
    158,535
    
    
    
    159,543Other income (expenses):Loss from Equity Investee
    
    
    (131,073
    )
    
    
    
    
    
    
    (290,950
    )
    
    
    Interest expense
    
    
    
    
    
    
    (1,286
    )
    
    
    (180
    )
    
    
    (2,535
    )Interest income
    
    
    57
    
    
    
    11,592
    
    
    
    247
    
    
    
    54,887Other income (expenses), net
    
    
    (131,016
    )
    
    
    10,306
    
    
    
    (290,883
    )
    
    
    52,352Loss from continuing operations
    
    
    (180,814
    )
    
    
    (288,747
    )
    
    
    (514,774
    )
    
    
    (529,158
    )Loss from discontinued operations
    
    
    
    
    
    
    (2,158,531
    )
    
    
    
    
    
    
    (4,229,718
    )Net loss
    
    
    (180,814
    )
    
    
    (2,447,278
    )
    
    
    (514,774
    )
    
    
    (4,758,876
    )Net loss per common sharebasic and
dilutedContinuing operations
    
    $
    (0.00
    )
    
    $
    (0.00
    )
    
    $
    (0.01
    )
    
    $
    (0.01
    )Discontinued operations
    
    $
    
    
    
    $
    (0.03
    )
    
    $
    
    
    
    $
    (0.05
    )Net loss
    
    $
    (0.00
    )
    
    $
    (0.03
    )
    
    $
    (0.01
    )
    
    $
    (0.06
    )Weighted average number of common shares
outstandingbasic and diluted
    
    
    79,058,509
    
    
    
    79,058,509
    
    
    
    79,058,509
    
    
    
    79,058,509
  5




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INTERNATIONAL FIGHT LEAGUE, INC.
 
 CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
 For the Six Months Ended June 30,2009
    
    
    2008Cash flows from operating activities:Loss from discontinued operations
    
    $
    
    
    
    $
    (4,229,718
    )Loss from continuing operations
    
    
    (514,774
    )
    
    
    (529,158
    )Net loss
    
    
    (514,774
    )
    
    
    (4,758,876
    )Adjustments to reconcile net loss to net cash used in operating activities:Loss from Equity Investee
    
    
    290,950
    
    
    
    Selling, general and administrative expenses paid by Equity Investee
    
    
    43,726
    
    
    
    Depreciation and amortization
    
    
    525
    
    
    
    55,051Loss on disposal of property and equipment
    
    
    
    
    
    
    13,612Share-based compensation expense
    
    
    158,535
    
    
    
    331,900Changes in operating assets and liabilities:Prepaid expenses
    
    
    9,037
    
    
    
    93,068Current assets from discontinued operations
    
    
    
    
    
    
    373,481Accounts payable from continuing operations
    
    
    10,910
    
    
    
    (75,454
    )Accrued liquidated damages
    
    
    
    
    
    
    (456,045
    )Accrued expenses and other current liabilities from continuing
operations
    
    
    (29,658
    )
    
    
    (82,500
    )Accrued expenses and other current liabilities from discontinued
operations
    
    
    
    
    
    
    (605,214
    )Net cash used in operating activities
    
    
    (30,749
    )
    
    
    (5,110,977
    )Cash provided by investing activities:Refund of security deposits
    
    
    
    
    
    
    3,243Net decrease in cash and cash equivalents
    
    
    (30,749
    )
    
    
    (5,107,734
    )Cash and cash equivalents at beginning of period
    
    
    118,468
    
    
    
    6,120,500Cash and cash equivalents at end of period
    
    $
    87,719
    
    
    $
    1,012,766Supplemental disclosure of cash flow information:Cash paid during the period for interest
    
    $
    180
    
    
    $
    2,535
  6




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INTERNATIONAL FIGHT LEAGUE, INC.
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)
 NOTE 1NATURE OF OPERATIONS AND GOING CONCERN UNCERTAINTY
 In re IFL Corp.
    NOTE 2BASIS OF PRESENTATION, DESCRIPTION OF BUSINESS AND EQUITY INVESTMENT IN INVESTEE
   7




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INTERNATIONAL FIGHT LEAGUE, INC.
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)
     NOTE 3RECENTLY ISSUED AND ADOPTED ACCOUNTING PRONOUNCEMENTS
 The Hierarchy of Generally Accepted Accounting Principles .
 Amending FASB Interpretation No. 46(R) .
 Accounting for Transfers of Financial Assets, an
amendment of FASB Statement No. 140 .
 8




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INTERNATIONAL FIGHT LEAGUE, INC.
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)
     NOTE 4  RECLASSIFICATIONS
  NOTE 5EQUITY METHOD OF INVESTEE, LOSS IN EXCESS OF INVESTMENT IN EQUITY INVESTEE AND FINANCIAL
INFORMATION OF DECONSOLIDATED SUBSIDIARY
  9




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INTERNATIONAL FIGHT LEAGUE, INC.
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,(unaudited)
    
    
    (unaudited)2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues
    
    $
    
    
    
    $
    902,916
    
    
    $
    
    
    
    $
    1,185,247Cost of sales
    
    
    
    
    
    
    1,874,180
    
    
    
    
    
    
    
    2,893,991Selling, general
and administrative
expenses
    
    
    99,514
    
    
    
    1,102,474
    
    
    
    183,902
    
    
    
    2,352,767Other expense, net
    
    
    31,559
    
    
    
    84,793
    
    
    
    107,048
    
    
    
    168,207Net loss
    
    $
    (131,073
    )
    
    $
    (2,158,531
    )
    
    $
    (290,950
    )
    
    $
    (4,229,718
    )
  June 30, 2009(unaudited)
    
    
    December 31, 2008Cash
    
    $
    304,293
    
    
    $
    523,096Other assets
    
    
    3,262
    
    
    
    4,188Total assets deconsolidated
    
    
    307,555
    
    
    
    527,284Accounts payable subject to compromise (A)
    
    
    218,773
    
    
    
    134,858Accrued liabilities subject to compromise (A)
    
    
    890,203
    
    
    
    859,171Due to International Fight League, Inc., subject to compromise (A)
    
    
    34,087,962
    
    
    
    34,061,783Total liabilities deconsolidated
    
    
    35,196,938
    
    
    
    35,055,812Net equity/negative investment
    
    $
    (34,889,383
    )
    
    $
    (34,528,528
    )
 The loss in excess of investment in Equity Investee is comprised of:
 June 30, 2009(unaudited)
    
    
    December 31, 2008Net equity/negative investment
    
    $
    (34,889,383
    )
    
    $
    (34,528,528
    )Due to International Fight League, Inc. (A)
    
    
    34,087,962
    
    
    
    34,061,783Loss in excess of investment in Equity Investee
    
    $
    (801,421
    )
    
    $
    (466,745
    )
 
 (A) Liabilities Subject to Compromise:Liabilities subject to compromise refer to both
secured and unsecured obligations that will be accounted for under the plan of
reorganization, including claims incurred prior to the petition date. They represent the
debtors current estimate of the amount of known or potential pre-petition claims that are
subject to restructuring in the chapter 11 case. Such claims remain subject to future
adjustments. Related party and insider liabilities, such as amounts due to IFLI, are
subordinated to the claims of other creditors.  10




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INTERNATIONAL FIGHT LEAGUE, INC.
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)
 Financial Reporting by Entities in Reorganization Under the Bankruptcy Code
 NOTE 6DISCONTINUED OPERATIONS
  Three Months Ended
    
    
    Six Months EndedJune 30, 2008
    
    
    June 30, 2008(unaudited)
    
    
    (unaudited)Revenues
    
    $
    902,916
    
    
    $
    1,185,247Cost of revenues
    
    $
    2,893,991
    
    
    $
    1,874,180Loss from discontinued operations
    
    $
    (2,158,531
    )
    
    $
    (4,229,718
    )
 NOTE 7LOSS PER SHARE
   NOTE 8INCOME TAXES
  NOTE 9STOCK OPTION PLAN
  11




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INTERNATIONAL FIGHT LEAGUE, INC.
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)
    WeightedAverageWeighted
    
    RemainingAverage
    
    ContractualOptions
    
    Exercise Price
    
    TermOutstanding at January 1, 2009
    
    
    1,031,236
    
    
    $
    0.41Cancelled
    
    
    (379,617
    )
    
    $
    0.10Outstanding at June 30, 2009
    
    
    651,619
    
    
    $
    0.58
    
    
    8.0 yearsExercisable at June 30, 2009
    
    
    351,619
    
    
    $
    0.55
  Restricted Stock
   NOTE 10WARRANTS
  12




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INTERNATIONAL FIGHT LEAGUE, INC.
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)
 NOTE 11 SUBSEQUENT EVENTS
  13




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion and analysis of our financial condition and results of operations
should be read in conjunction with our condensed financial statements and related notes appearing
elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K filed on April
15, 2009. In addition to historical information, this discussion and analysis contains
forward-looking statements that are based on current expectations, estimates, forecasts and
projections about us, our future performance and the industries in which we operate as well as on
our managements assumptions. These forward-looking statements involve risks and uncertainties.
When used in this 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-looking statements. While we believe our plans, intentions
and expectations reflected in those forward-looking statements are reasonable, we cannot assure you
that these plans, intentions or expectations will be achieved. Other than as required by
applicable securities laws, we are under no obligation to update any forward-looking statement,
whether as result of new information, future events or otherwise. Our actual results may differ
materially from those anticipated 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 on Form 10-K for the year ended
December 31, 2008.
 Overview, Discontinued Operations and Sale of Assets
 In re IFL Corp.
    14




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Corporate History
   Results of Operations
  Liquidity, Capital Resources and Going Concern
  15




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Off-Balance Sheet Arrangements
  
 Item 3.
    
    Quantitative and Qualitative Disclosure About Market Risk
  
 Item 4.
    
    Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
 16




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PART IIOTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
 In re IFL Corp.
 
 Item 1A.
    
    Risk Factors
  
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3.
    
    Defaults Upon Senior Securities
  
 Item 4.
    
    Submission of Matters to a Vote of Security Holders
  
 Item 5.
    
    Other Information
  
 Item 6.
    
    Exhibits
  17




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SIGNATURES
  INTERNATIONAL FIGHT LEAGUE, INC.By:
    /s/ Michael C. KeefeMichael C. KeefePresident, Chief Financial Officer and General Counsel  18




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EXHIBIT INDEX
 Exhibits31.1
    
    Certification of the Principal Executive Officer Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of the Principal Financial Officer Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 (included
in Exhibit 31.1 of this report).32.1
    
    Certification of the Principal Executive Officer and
Principal Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.99.1
    
    Disclosure Statement for IFL Corp.s Plan of Liquidation.99.2
    
    IFL Corp.s Plan of Liquidation (attached as Exhibit A for
IFL Corp.s Disclosure Statement filed as Exhibit 99.1 to
this report).
 19