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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 March 31, 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
(State or Other Jurisdiction of 
Incorporation or Organization)
    
    04-2893483
(I.R.S. Employer
Identification Number)7365 Main Street, #191
Stratford, 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
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 þ o




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PageNumberPART IFINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3Condensed Consolidated Balance Sheets as of
March 31, 2009 (unaudited) and December 31, 2008
    
    
    4Condensed Consolidated Statements of Operations (unaudited)
for the three months ended March 31, 2009 and 2008
    
    
    5Condensed Consolidated Statements of Cash Flows (unaudited)
for the three months ended March 31, 2009 and 2008
    
    
    6Notes to Condensed Consolidated Financial Statements (unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    15Item 4. Controls and Procedures
    
    
    15PART IIOTHER INFORMATIONItem 1. Legal Proceedings
    
    
    16Item 1A. Risk Factors
    
    
    16Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    16Item 3. Defaults Upon Senior Securities
    
    
    16Item 4. Submission of Matters to a Vote of Security Holders
    
    
    16Item 5. Other Information
    
    
    16Item 6. Exhibits
    
    
    16EX-31.1EX-32.1




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PART I.
 FINANCIAL INFORMATION
 
 Item 1. Financial Statements
    3




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INTERNATIONAL FIGHT LEAGUE, INC. AND SUBSIDIARY
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 March 31,
    
    
    December 31,2009
    
    
    2008(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    78,567
    
    
    $
    118,468Prepaid expenses
    
    
    129,445
    
    
    
    228,555Total current assets
    
    
    208,012
    
    
    
    347,023Property and equipment, net of accumulated depreciation and amortization
    
    
    860
    
    
    
    1,150Total assets
    
    $
    208,872
    
    
    $
    348,173LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Accounts payable
    
    $
    10,449
    
    
    $
    7,340Accrued expenses and other current liabilities
    
    
    38,996
    
    
    
    66,568Loss in excess of investment in Equity Investee
    
    
    654,154
    
    
    
    466,745Total current liabilities
    
    
    703,599
    
    
    
    540,653CommitmentsStockholders deficit:Common stock, $0.01 par value per share; 150,000,000 shares authorized;
79,058,509 shares issued and outstanding at March 31, 2009 and December
31, 2008
    
    
    790,562
    
    
    
    790,562Additional paid-in capital
    
    
    36,336,393
    
    
    
    36,304,680Accumulated deficit
    
    
    (37,621,682
    )
    
    
    (37,287,722
    )Total stockholders deficit
    
    
    (494,727
    )
    
    
    (192,480
    )Total liabilities and stockholders deficit
    
    $
    208,872
    
    
    $
    348,173
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INTERNATIONAL FIGHT LEAGUE, INC. AND SUBSIDIARY
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
 For the three months ended March 31,2009
    
    
    2008Revenues
    
    $
    
    
    
    $
    Selling, general and administrative expenses
    
    
    46,937
    
    
    
    201,949Stock-based compensation expense
    
    
    127,156
    
    
    
    80,508Other income (expenses):Loss from Equity Investee
    
    
    (159,877
    )
    
    
    Interest expense
    
    
    (180
    )
    
    
    (1,249
    )Interest income
    
    
    190
    
    
    
    43,295Other income (expenses), net
    
    
    (159,867
    )
    
    
    42,046Loss from continuing operations
    
    
    (333,960
    )
    
    
    (240,411
    )Loss from discontinued operations
    
    
    
    
    
    
    (2,071,187
    )Net loss
    
    $
    (333,960
    )
    
    $
    (2,311,598
    )Net loss per common sharebasic and dilutedContinuing operations
    
    $
    (0.00
    )
    
    $
    (0.00
    )Discontinued operations
    
    $
    
    
    
    $
    (0.03
    )Net loss
    
    $
    (0.00
    )
    
    $
    (0.03
    )Weighted average number of common shares
outstandingbasic and diluted
    
    
    79,058,509
    
    
    
    79,058,509
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INTERNATIONAL FIGHT LEAGUE, INC. AND SUBSIDIARY
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 For the Three Months Ended March 31,2009
    
    
    2008Cash flows from operating activities:Loss from discontinued operations
    
    $
    
    
    
    $
    (2,071,187
    )Loss from continuing operations
    
    
    (333,960
    )
    
    
    (240,411
    )Net loss
    
    
    (333,960
    )
    
    
    (2,311,598
    )Adjustments to reconcile net loss to net cash used in operating activities:Equity from losses in Equity Investee
    
    
    159,877
    
    
    
    Selling, general and administrative expenses paid by Equity Investee
    
    
    27,532
    
    
    
    Depreciation and amortization
    
    
    290
    
    
    
    27,987Share-based compensation expense
    
    
    127,156
    
    
    
    166,658Changes in operating assets and liabilities:Prepaid expenses
    
    
    3,667
    
    
    
    (56,341
    )Current assets from discontinued operations
    
    
    
    
    
    
    485,899Accounts payable
    
    
    3,109
    
    
    
    (26,866
    )Accrued liquidated damages
    
    
    
    
    
    
    (456,045
    )Accrued expenses and other current liabilities from continuing operations
    
    
    (27,572
    )
    
    
    (59,000
    )Accrued expenses and other current liabilities from discontinued operations
    
    
    
    
    
    
    (395,271
    )Net cash used in operating activities
    
    
    (39,901
    )
    
    
    (2,624,577
    )Cash provided by investing activities:Refund of security deposits
    
    
    
    
    
    
    2,718Net decrease in cash and cash equivalents
    
    
    (39,901
    )
    
    
    (2,621,859
    )Cash and cash equivalents at beginning of period
    
    
    118,468
    
    
    
    6,120,500Cash and cash equivalents at end of period
    
    $
    78,567
    
    
    $
    3,498,641Supplemental disclosure of cash flow information:Cash paid during the period for interest
    
    $
    180
    
    
    $
    1,432
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INTERNATIONAL FIGHT LEAGUE, INC. AND SUBSIDIARY
 
 NOTES TO CONDENSED CONSOLIDATED 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. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
   5
 NOTE 3 RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
    8




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INTERNATIONAL FIGHT LEAGUE, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED 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
  March 31, 2009
    
    
    March 31, 2008Revenues
    
    $
    
    
    
    $
    282,331Cost of sales
    
    $
    
    
    
    $
    1,019,810Selling, general and administrative expenses
    
    $
    84,393
    
    
    $
    1,250,295Other expense, net
    
    $
    75,484
    
    
    $
    83,413Net loss
    
    $
    (159,877
    )
    
    $
    (2,071,187
    )
  March 31, 2009
    
    
    December 31, 2008Cash
    
    $
    419,952
    
    
    $
    523,096Other assets
    
    
    3,846
    
    
    
    4,188Total assets deconsolidated
    
    
    423,798
    
    
    
    527,284Accounts payable subject to compromise (A)
    
    
    209,392
    
    
    
    134,858Accrued liabilities subject to compromise (A)
    
    
    868,560
    
    
    
    859,171Due to International Fight League, Inc., subject to compromise (A)
    
    
    34,044,662
    
    
    
    34,061,783Total liabilities deconsolidated
    
    $
    35,122,614
    
    
    
    35,055,812Net equity/negative investment
    
    $
    (34,698,816
    )
    
    $
    (34,528,528
    )
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INTERNATIONAL FIGHT LEAGUE, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 The loss in excess of investment in Equity Investee is comprised of:
 March 31, 2009
    
    
    December 31, 2008Net equity/negative investment
    
    
    (34,698,816
    )
    
    
    (34,528,528
    )Due to International Fight League, Inc. (A)
    
    
    34,044,662
    
    
    
    34,061,783Loss in excess of investment in Equity Investee
    
    $
    (654,154
    )
    
    
    (466,745
    )
 (A) Liabilities Subject to Compromise:
  Financial Reporting by Entities in Reorganization Under the Bankruptcy Code
 NOTE 6DISCONTINUED OPERATIONS
  Three months endedMarch 31, 2008Revenues
    
    $
    282,331Cost of revenues
    
    
    1,019,810Loss from discontinued operations
    
    
    (2,071,187
    )
 NOTE 7LOSS PER SHARE
  10




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INTERNATIONAL FIGHT LEAGUE, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
   NOTE 8INCOME TAXES
  NOTE 9STOCK OPTION PLAN
    WeightedAverageWeighted
    
    RemainingAverage
    
    ContractualOptions
    
    Exercise Price
    
    TermOutstanding at January 1, 2009
    
    
    1,031,236
    
    
    $
    0.41Cancelled
    
    
    (379,617
    )
    
    $
    0.10Outstanding at March 31, 2009
    
    
    651,619
    
    
    $
    0.58
    
    
    8.2 yearsExercisable at March 31, 2009
    
    
    351,619
    
    
    $
    0.55
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INTERNATIONAL FIGHT LEAGUE, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Restricted Stock
   NOTE 10 WARRANTS
  12




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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 consolidated 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.
    13




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Corporate History
   Results of Operations
  Liquidity, Capital Resources and Going Concern
    Off-Balance Sheet Arrangements
  14




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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
 15




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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
  16




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SIGNATURES
  INTERNATIONAL FIGHT LEAGUE, INC.By:
    /s/ Michael C. KeefeMichael C. KeefePresident, Chief Financial Officer and General Counsel   17




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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.
 18