Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting ~~company”~~company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

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

Number of shares of the registrant’s common stock outstanding at ~~November 9, 2017 was 12,662,974.~~May 15, 2018: 14,862,974.

Certain statements that we make from time to time, including statements contained in this Quarterly Report on Form 10-Q constitute “forward-looking statements” within the meaning Private Securities Litigation Reform Act of 1995, and of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical fact contained in this Form 10-Q are forward-looking statements. These statements, among other things, relate to our business strategy, goals and expectations concerning our future operations, prospects, plans and objectives of management. The words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “will”, and similar terms and phrases are used to identify forward-looking statements in this presentation.

We operate in a very competitive and rapidly changing environment. Our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. Forward-looking statements in this Form 10-Q include, without limitation, statements reflecting management’s expectations for future financial performance and operating expenditures (including our ability to continue as a going concern, to raise additional capital and to succeed in our future operations), expected growth, profitability and business outlook, increased sales and marketing expenses, and the expected results from the integration of our acquisitions.

Forward-looking statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from those anticipated by such statements. These factors include, among other things, the unknown risks and uncertainties that we believe could cause actual results to differ from these forward looking statements as set forth under the heading, “Risk Factors” and elsewhere in this Form 10-Q. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all of the risks and uncertainties that could have an impact on the forward-looking statements, including without limitation, risks and uncertainties relating to:

Although we believe that the expectations reflected in the forward-looking statements contained in this Form 10-Q are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. In light of inherent risks, uncertainties and assumptions, the future events and trends discussed in this Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Except as required by law, we are under no duty to update or revise any of such forward-looking statements, whether as a result of new information, future events, or otherwise, after the date of this Form 10-Q.

You should read this Form 10-Q with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

All references to “Alliance,” “Alliance MMA,” “we,” “us,” “our” or the “Company” mean Alliance MMA, Inc., a Delaware corporation, and where appropriate, its wholly owned subsidiaries.

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

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2018			2017
Revenue, net	$	1,050,450		$	—		$	2,919,660		$	—		$	1,081,759		$	754,830
Cost of revenue		774,671			—			1,881,153			—			650,802			470,572
Gross profit		275,779			—			1,038,507			—
Operating expenses
Gross margin														430,957			284,258
Operating expenses:
General and administrative		1,752,560			357,826			6,494,294			2,994,356			1,924,238			2,225,404
Impairment - goodwill														2,629,225			-
Professional and consulting fees		218,320			237,585			912,767			419,996			405,357			428,288
Total operating expenses		1,970,880			595,411			7,407,061			3,414,352			4,958,820			2,653,692
Loss from operations		(1,695,101	)		(595,411	)		(6,368,554	)		(3,414,352	)		(4,527,863	)		(2,369,434	)
Other income		672			—			217			—
Loss before provision for income taxes		(1,694,429	)		(595,411	)		(6,368,337	)		(3,414,352	)
Provision for income taxes		767,625			—			767,625			—
Other expense														-			399
Loss before income tax benefit														(4,527,863	)		(2,369,833	)
Income tax benefit														23,943			-
Net loss	$	(2,462,054	)	$	(595,411	)	$	(7,135,962	)	$	(3,414,352	)	$	(4,503,920	)	$	(2,369,833	)
Net loss per share, basic and diluted	$	(0.23	)	$	(0.11	)	$	(0.74	)	$	(0.65	)	$	(0.31	)	$	(0.25	)
Weighted average shares used to compute net loss per share, basic and diluted	$	10,714,200		$	5,289,882		$	9,608,042		$	5,289,221			14,595,196			9,344,226

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

	Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Total Stockholders’			Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity			Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance—December 31, 2015		—	$	—		5,289,136	$	5,289	$	—	$	(386,456	)	$	(381,167	)
Issuance of common stock related to IPO, net		—		—		2,222,308		2,222		8,898,966		—			8,901,188
Issuance of common stock related to acquisition of Initial Business Units and Acquired Assets		—		—		1,377,531		1,378		6,197,511		—			6,198,889
Issuance of common stock related to acquisition of Iron Tiger Fight Series		—		—		133,333		133		506,532		—			506,665
Stock based compensation related to employee stock option grant		—		—		—		—		50,573		—			50,573
Stock based compensation related to common stock issued to non-employees by an affiliate		—		—		—		—		2,595,000		—			2,595,000
Net loss		—		—		—		—		—		(4,159,394	)		(4,159,394	)
Balance—December 31, 2016		—	$	—		9,022,308	$	9,022	$	18,248,582	$	(4,545,850	)	$	13,711,754			—	$	—		9,022,308	$	9,022	$	18,248,582	$	(4,545,850	)	$	13,711,754
Stock based compensation related to employee stock option grants		—		—		—		—		470,087		—			470,087			—		—		—		—		548,597		—			548,597
Issuance of common stock and warrant related to acquisition of SuckerPunch		—		—		307,487		307		1,328,540		—			1,328,847			—		—		307,487		307		1,328,540		—			1,328,847
Issuance of common stock related to acquisition of Fight Time Promotions		—		—		74,667		75		287,393		—			287,468			—		—		74,667		75		287,393		—			287,468
Stock based compensation related to warrant issued for consulting services		—		—		—		—		169,401		—			169,401			—		—		—		—		169,401		—			169,401
Issuance of common stock related to acquisition of National Fighting Championships		—		—		273,304		273		365,954		—			366,227			—		—		273,304		273		365,954		—			366,227
Issuance of common stock related to acquisition of Fight Club OC		—		—		693,000		693		810,117		—			810,810			—		—		693,000		693		810,117		—			810,810
Issuance of common stock related to acquisition of Sheffield video library		—		—		5,556		6		8,494		—			8,500			—		—		5,556		6		8,494		—			8,500
Stock based compensation related to common stock issued for consulting services		—		—		150,000		150		148,350		—			148,500			—		—		150,000		150		148,350		—			148,500
Issuance of common stock units related to private placement		—		—		1,478,761		1,479		1,523,521		—			1,525,000
Issuance of common stock units and warrants related to private placement																		—		—		1,868,761		1,869		2,010,631		—			2,012,500
Issuance of common stock related to acquisition of Victory Fighting Championship		—		—		267,891		268		642,670		—			642,938			—		—		267,891		268		642,670		—			642,938
Stock based compensation related to option award for consulting services																		—		—		—		—		77,500		—			77,500
Net loss		—		—		—		—		—		(7,135,962	)		(7,135,962	)		—		—		—		—		—		(11,978,563	)		(11,978,563	)
Balance—September 30, 2017		—	$	—		12,272,974	$	12,273	$	24,003,109	$	(11,681,812	)	$	12,333,570
Balance—December 31, 2017																		—	$	—		12,662,974	$	12,663	$	24,646,229	$	(16,524,413	)	$	8,134,479
Stock based compensation related to employee stock option grants																		—		—		—		—		78,510		—			78,510
Stock based compensation related to warrant issued for consulting services																		—		—		—		—		38,000		—			38,000
Issuance of common stock related to public offering																		—		—		2,200,000		2,200		1,943,800		—			1,946,000
Net loss																		—		—		—		—		—		(4,503,920	)		(4,503,920	)
Balance—March 31, 2018																		—	$	—		14,862,974	$	14,863		26,706,539	$	(21,028,333	)	$	5,693,069

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

	Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(7,135,962	)	$	(3,414,352	)	$	(4,503,920	)	$	(2,369,833	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		787,988			2,615,240			116,510			319,729
Amortization of acquired intangibles		894,373			—			162,072			517,376
Impairment - goodwill								2,629,225			-
Depreciation of fixed assets		96,810			—			44,757			22,920
Deferred income tax and other, net		767,625			—
Changes in operating assets and liabilities:
Accounts receivable		(380,465	)		—			(36,633	)		(190,123	)
Prepaid expenses		77,651			—
Deferred offering costs		—			25,000
Prepaid and other assets								2,451			18,386
Accounts payable and accrued liabilities		733,154			(90,106	)		(226,648	)		424,922
Net cash used in operating activities		(4,158,826	)		(864,218	)		(1,812,186	)		(1,256,623	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Victory Fighting Championship		(180,000	)		—
Purchase of Fight Club OC, net		(48,900	)		—
Purchase of National Fighting Championships		(140,000	)		—
Purchase of SuckerPunch								-			(357,500	)
Purchase of Fight Time Promotions		(84,000	)		—			-			(84,000	)
Purchase of SuckerPunch		(357,500	)		—
Purchase of Sheffield video library		(25,000	)		—			-			(25,000	)
Purchase of fixed assets		(173,550	)		—			(26,696	)		(58,151	)
Purchase of Initial Business Units and Initial Acquired Assets		—			(1,391,736	)
Net cash used in investing activities		(1,008,950	)		(1,391,736			(26,696	)		(524,651	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock		1,525,000			—
Proceeds from note payable – related party		—			523,550
Repayment of note payable – related party		—			(877,000	)
Net proceeds from IPO		—			7,732,280
Proceeds from issuance of common stock								1,946,000			-
Payment on loan payable								(300,000	)		-
Net cash provided by financing activities		1,525,000			7,378,830			1,646,000			-
NET (DECREASE) INCREASE IN CASH		(3,642,776	)		5,122,876
CASH — BEGINNING OF PERIOD		4,678,473			—
CASH — END OF PERIOD	$	1,035,697		$	5,122,876
NET DECREASE IN CASH								(192,882	)		(1,781,274	)
CASH - BEGINNING OF PERIOD								348,197			4,678,473
CASH - END OF PERIOD							$	155,315		$	2,897,199
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	—		$	34,015		$	45,000		$	-
Cash paid for taxes	$	—		$	—		$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Stock issued in conjunction with acquisition of Victory Fighting Championship	$	642,938		$	—
Stock issued in conjunction with acquisition of Fight Club OC	$	810,810		$	—
Stock issued in conjunction with acquisition of National Fighting Championships	$	366,227		$	—
Stock issued in conjunction with acquisition of SuckerPunch							$	-		$	1,328,847
Stock issued in conjunction with acquisition of Fight Time Promotions	$	287,468		$	—		$	-		$	287,468
Stock issued in conjunction with acquisition of SuckerPunch	$	1,328,847		$	—
Stock issued in conjunction with acquisition of Sheffield Video Library	$	8,500		$	—
Stock issued in conjunction with acquisition of Target Companies and target assets	$	—		$	6,198,889

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

Alliance MMA, Inc. (“Alliance” or the “Company”) ~~was formed in Delaware on February 12, 2015 to acquire companies in the~~is a sports media company combining premier regional mixed martial arts (“MMA”) ~~industry. On September 30, 2016,~~promotions with event ticketing and fighter management services. Alliance ~~completed~~was formed in Delaware in February 2015.

During 2017, the ~~first tranche of~~Company executed its ~~initial public offering~~roll-up strategy and acquired the assets and assumed certain liabilities of six companies, consisting of five MMA promoters and a ticketing platform focused on MMA events. In October 2016, GFL Acquisition, Co., Inc., a wholly-owned subsidiary of Alliance, merged with a seventh company, Go Fight Net, Inc., which produces and distributes MMA video entertainment. GFL was subsequently rebranded as Alliance Sports Media. The respective acquired businesses of ~~the seven companies are referred to in these Notes as the “Initial Business Units”. At the completion of the offering in October 2016, the Company acquired certain~~additional regional MMA and kickboxing video libraries (the “Initial Acquired Assets”). Subsequent to the acquisition of the Initial Business Units and the Initial Acquired Assets, the Company acquired the assets of five additional promotion companies, Iron Tiger Fight Series, Fight Time, National Fighting Championships, Fight Club OC, and Victory Fighting Championshippromotions, an MMA ticketing platform, and a fighter management ~~and marketing~~ company ~~SuckerPunch, along with~~to form the ~~intellectual property rights to~~operations of Alliance. As of March 31, 2018, the ~~Sheffield video fight library of Shogun Fights (the “Subsequent Acquisitions”).~~

As an adjunct to the promotion business, Alliance provides video, distribution and archiving through Alliance Sports Media (“ASM”).

~~Following the completion~~Change of ~~its initial public offering, Alliance also acquired the following assets:~~

All rights in the existing MMA and kickboxing video libraries of Louis Neglia’s Martial Arts Karate, Inc. related to the Louis Neglia’s Ring of Combat and Louis Neglia’s Kickboxing events and shows, a right of first refusal to acquire the rights to all future Louis Neglia MMA and kickboxing events.

~~The MMA and video library of Hoss Promotions, LLC related to certain CFFC events.~~

~~Following the acquisition of the Initial Business Units and Initial Acquired Assets, the Company acquired:~~

~~The Ohio-based MMA promotion business of Ohio Fitness and Martial Arts, LLC doing business as Iron Tiger Fight Series (“ITFS”) on December 9, 2016.~~Management

In ~~June 2017, ITFS hired~~February 2018, the ~~former owner of Explosive Fight Promotions, an Ohio based MMA promotion business, as General Manager, along with certain staff members.~~

~~Roundtable Creative Inc., a Virginia corporation d/b/a SuckerPunch Entertainment (“SuckerPunch”), a leading fighter management and marketing company on January 4, 2017.~~

~~The MMA Promotion business of Ft. Lauderdale, Florida based Fight Time Promotions, LLC (“Fight Time”) on January 18, 2017.~~

~~The Atlanta, Georgia based mixed martial arts promotion business of Undisputed Productions, LLC, doing business as National Fighting Championships or NFC (“NFC”) on May 12, 2017.~~

~~The Orange County, California based mixed martial arts business of The Englebrecht Company, Inc., doing business as Roy Englebrecht Promotions or Fight Club OC (“Fight Club OC”) on June 14, 2017.~~

~~The Omaha, Nebraska based mixed martial arts promotion business of Victory Fighting Championship, LLC, doing business as Victory Fighting Championship (“Victory”) on September 28, 2017.~~

~~The intellectual property rights to the Sheffield video fight library~~Company’s Chief Executive Officer resigned his position but remained Chairman of the ~~Shogun promotions.~~board and Director through May 1, 2018. The Company terminated the employment of the Company’s President, Robert Haydak, and its Chief Marketing Officer, James Byrne. Robert Mazzeo became the Company’s acting Chief Executive Officer effective February 7, 2018.

The accompanying interim unaudited condensed consolidated financial statements as of September 30, 2017 and December 31, 2016, and for the three and nine months ended September 30, 2017 and 2016, have been prepared by the Company in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) for interim financial information. The amounts as of December 31, 2016 have been derived from the Company’s annual audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary (consisting of normal recurring adjustments) to state fairly the financial position of the Company and its results of operations, changes in stockholders’ equity and cash flows as of and for the periods presented. These financial statements should be read in conjunction with the annual audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2016, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed on April 17, 2017 (the “Form 10-K”). The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2017 or any future period and the Company makes no representations related thereto.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, fair value of acquired intangible assets and goodwill, useful lives of intangible assets and property and equipment, the assessment of the recoverability of goodwill, likelihood and range of possible losses on contingencies, valuation and recognition of stock-based compensation expense, recognition and measurement of current and deferred income tax assets and liabilities, assessment of unrecognized tax benefits, among others. Actual results could differ from those estimates.

~~Our~~The Company’s primary need for liquidity is to fund the working capital needs of ~~our~~the business, ~~our~~ planned capital expenditures, ~~the continued acquisition of regional promotions and related companies,~~potential acquisitions, and general corporate purposes. ~~We have~~The Company has incurred losses and experienced negative operating cash flows since the inception of ~~our~~ operations in October 2016. We believe, however, that the successful implementation of our business plan, along with other actions we have taken and will continue to take, will improve our operating margins and address corporate overhead expenditures.

~~Since completing our IPO in October 2016, we have~~The Company has focused primarily on building out a domestic MMA platform, ~~which is expected eventually to include a presence in~~expanding the top 20 media markets. To date, we have created a persistent brand presence in twelve markets through the acquisition of ten promotional businesses along with the promotion of regional Alliance MMA events in two additional markets. We have also continued to develop our existing media library of live MMA events, and ~~have built~~developing a professional corporate infrastructure ~~that will~~to support ~~our~~ long-term goals. ~~These activities and investments in our business directly support our stated goal of promoting at least 125 regional MMA events annually.~~

~~To ensure the Company’s capital needs are met over the next twelve months, in~~In August 2017, the Company completed a capital raise of ~~approximately~~ $1.5 million through the private placement of ~~approximately 1.5 million~~1,500,000 units, ~~at $1.00 per unit,~~ which consist of one share of common stock and a warrant to purchase one share of common stock atfor $1.50.

In October and November 2017, the Company ~~raised approximately $500,000~~completed a capital raise of $487,500 through the private placement of 390,000 units, ~~at $1.25 per unit,~~which consist of one share of common stock and a warrant to purchase common stock for $1.75.

In January 2018, the Company completed a capital raise of $2,150,000 gross, through the public placement of 2,150,000 units, which consist of one common share and .90 of a warrant to purchase ~~one-half share of~~ common stock, attotaling 1,935,000 warrants. The warrants have a five-year term and an exercise price ~~equal to $1.75~~of $1.10 per ~~whole~~ share.

~~Additionally~~In February 2018, the underwriter exercised their overallotment option resulting in ~~November,~~ the ~~Company filed a “shelf” registration statement on Form S-3 which, when declared effective by the SEC, will allow the Company to issue various types~~sale of ~~securities up to~~ an ~~aggregate~~additional 50,000 shares for $50,000 and issuance of ~~$20 million.~~an additional 272,500 warrants.

Management ~~is in negotiations~~continually holds discussions with ~~multiple national~~prospective sponsors and ~~on the basis of those negotiations, expects~~is endeavouring to ~~receive at least $500,000 in national~~increase sponsorship revenue during ~~the next twelve months.~~

2018. Additionally, management is in discussions with national and regional casinos to promote ~~our~~ MMA events ~~at venues~~ that ~~would~~are anticipated to produce better margins through ~~entertainment fees paid to the Company and, in certain cases,~~ a reduction in event ~~overhead through complimentary food and lodging for fighters and staff.~~costs.

~~While many~~Many challenges are associated with successfully executing our ~~aggressive expansion plan exist,~~business plan. The Company currently has virtually no cash on hand, has an accumulated deficit of approximately $21.0 million, has consistently experienced quarterly net losses and ~~while our historical~~negative cash flows, and is operating ~~results raise doubts~~with negative working capital, all indicating there is substantial doubt with respect to our ability to continue as a going concern. As of the date of this report, the Company has insufficient cash to support the business for at least one year from the date of this report. Unless the Company can generate sufficient revenue to cover operating costs, which it has not been able to do, it will need to continue to raise capital by selling shares of common stock or by borrowing funds. Management cannot provide any assurances that the Company will generate sufficient revenue to continue as a going concern ~~we expect~~or that ~~our recent and anticipated financings, the continued implementation of our business plan and the expected increase in sponsorship revenue~~it will ~~provide sufficient liquidity and financial flexibility over the next twelve months. We cannot, however, predict with certainty the outcome of our actions to generate liquidity, including our success~~be successful in raising ~~additional~~ capital on commercially reasonable terms or ~~the anticipated results of our operations.~~at all.

The accompanying interim unaudited condensed consolidated financial statements as of March 31, 2018 and December 31, 2017, and for the three months ended March 31, 2018 and 2017, have been ~~no significant~~prepared by the Company in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) for interim financial information. The amounts as of December 31, 2017 have been derived from the Company’s annual audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary (consisting of normal recurring adjustments) to state fairly the financial position of the Company and its results of operations, changes in stockholders’ equity and cash flows as of and for the periods presented. These financial statements should be read in conjunction with the annual audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2017, included in the Company’s ~~significant accounting policies during~~Annual Report on Form 10-K for the ~~nine~~year ended December 31, 2017, filed on April 16, 2018 (the “Form 10-K”). The results of operations for the three months ended ~~September 30, 2017, as compared~~March 31, 2018 are not necessarily indicative of the results for the year ending December 31, 2018 or any future period and the Company makes no representations related thereto.

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the ~~significant accounting policies described~~amounts reported and disclosed in the ~~Form 10-K, with the exception of the fighter commission~~unaudited condensed consolidated financial statements and accompanying notes. These estimates relate to revenue recognition, ~~policy disclosed below.~~the assessment of recoverability of goodwill and intangible assets, range of possible outcomes of acquisition earn-out accruals, the assessment of useful lives and the recoverability of property and equipment, the valuation and recognition of stock-based compensation expense, loss contingencies, and income taxes. Actual results could differ materially from those estimates.

The Company ~~records~~recognizes revenue, net of sales tax, when it satisfies a performance obligation by transferring control over a product or service to a customer. Revenue from ~~ticket sales~~admission, sponsorship, pay per view (“PPV”), apparel, and ~~sponsorship income upon the successful completion~~concession are recognized at a point in time when an event is exhibited to a customer live or PPV, and when a customer takes possession of ~~the related event, at which time services have been deemed rendered, the sales price is fixed~~apparel or food and determinable and collectability is reasonably assured. Customer deposits consist of amounts received from the customer for fight promotion and entertainment services to be provided in the next fiscal year. The Company receives these funds and recognizes them as a liability until the services are provided and revenue can be recognized.beverage offerings.

The Company acts as ana ticket agent for third-party and in-house ticket sales ~~for promoters~~ and ~~records revenue upon receipt of cash from the credit card companies. The Company~~ charges a fee per transaction for collecting the cash on ticket sales and remits the remaining net amount to the third-party promoter upon completion of the event or request ~~for advance~~ from the promoter. The Company’s ticket service fee is ~~non-refundable and is~~ recognized ~~immediately as~~when it ~~is not tied to~~satisfies the ~~completion~~performance obligation by transferring control of the ~~event. The Company recognizes revenue upon receipt from the credit card companies due~~purchased ticket to ~~the following: the fee is fixed and determined and the service of collecting the cash for the promoter has been rendered and collection has occurred.~~a customer.

The Company ~~records fighter~~recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. The Company recognizes commission revenue upon the completion of ~~the~~a contracted ~~athlete’s related event, at which time the fighter’s services have been deemed rendered, the contractual amount due~~athletes performance.

Notes to ~~the fighter is known and the commission due to the Company related to these activities is fixed and determinable and collectability is reasonably assured.~~Condensed Consolidated Financial Statements

The Company ~~acts as a producer, distributor and licensor~~includes the results of video content. The Company’s online video content is offered on a pay per view (“PPV”) basis. The Company records revenue on PPV transactions upon receipt of payment to credit processing partners. The Company charges viewers a fee per PPV purchase transaction for entitling a viewer to watch the desired video. The Company records revenue net of a fee for the credit card processing cost per transaction. The Company maintains all revenues from videos the Company films and distribute a profit share, typically 50% to promoters who use our streaming services. The Company generates revenues from video production services, and books this revenue upon completionoperations of the ~~video production project. The Company generates revenues from licensing~~businesses that it has acquired in its consolidated results as of the ~~rights to videos to networks overseas and domestically, and books revenue upon delivery~~respective dates of content. To the extent there are issues (i) watching a video (ii) with our production services or (iii) with the quality of a video we send out for distribution to a network we would issue a partial or full refund based on the circumstances. Given the nature of our business, these refund requests come within days of delivery, thus we would not anticipate any refund request in excess of 30 days from a PPV purchase, a license delivery or video production performance.

The Company allocates the fair value of the purchase consideration of its acquisitions to the tangible assets, liabilities and intangible assets acquired, based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. ~~Acquisition-related expenses~~The primary items that generate goodwill include the value of the synergies between the acquired businesses and Alliance as well as the acquired assembled workforce, neither of which qualifies as an identifiable intangible asset. The fair value of contingent consideration associated with acquisitions is remeasured each reporting period and adjusted accordingly. Acquisition and integration related ~~restructuring~~ costs are recognized separately from the business combination and are expensed as incurred.

We allocate goodwill to the reporting units of the business that are expected to benefit from the business combination.

For additional information regarding the Company's acquisitions, refer to "Note 4 Business Combinations."

Goodwill is ~~tested~~recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and identified intangible assets acquired under a business combination. Goodwill also includes acquired assembled workforce, which does not qualify as an identifiable intangible asset. The Company reviews impairment ~~on an annual basis~~of goodwill annually in the fourth ~~fiscal~~ quarter, ~~and, when specific~~or more frequently if events or circumstances ~~dictate, between annual tests. When impaired,~~indicate that the ~~carrying~~goodwill might be impaired. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of ~~goodwill~~a reporting unit is ~~written down to fair value. The~~less than its carrying amount, then the quantitative goodwill impairment test ~~involves~~is unnecessary. If, based on the qualitative assessment, it is determined that it is more likely than not that the fair value of a ~~two-step process.~~reporting unit is less than its carrying amount, then the Company proceeds to perform the quantitative goodwill impairment test. The Company first ~~step, identifying~~determines the fair value of a ~~potential impairment,~~reporting unit using weighted results derived from an income approach and a market approach. The income approach is estimated through the discounted cash flow method based on assumptions about future conditions such as future revenue growth rates, new product and technology introductions, gross margins, operating expenses, discount rates, future economic and market conditions, and other assumptions. The market approach estimates the fair value of the Company’s equity by utilizing the market comparable method which is based on revenue multiples from comparable companies in similar lines of business. The Company then compares the derived fair value of a reporting unit with its carrying ~~amount, including goodwill.~~amount. If the carrying value of ~~the~~a reporting unit exceeds its fair value, ~~the second step would need to be conducted; otherwise, no further steps are necessary as no potential impairment exists. If necessary, the second step to measure the~~an impairment loss ~~would~~will be recognized in an amount equal to ~~compare~~that excess, limited to the ~~implied fair value~~total amount of goodwill allocated to that reporting unit.

During the ~~reporting unit~~three months ended March 31, 2018, the Company recorded a goodwill ~~with~~impairment charge within the promotion segment of $2.6 million.

Identified finite-lived intangible assets consist of venue relationships, ticketing software, tradename and brand, fighter contracts, promoter relationships and sponsor relationships, resulting from business combinations. The Company’s identified intangible assets are amortized on a straight-line basis over their estimated useful lives, ranging from three to ten years. The Company makes judgments about the recoverability of finite-lived intangible assets whenever facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of ~~that goodwill. Any~~assets may not be recoverable. If such facts and circumstances exist, the Company assesses recoverability by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the ~~reporting unit goodwill~~carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, the Company would accelerate the rate of amortization and amortize the remaining carrying value over the ~~respective implied fair~~new shorter useful life. The Company evaluates the carrying value ~~is recognized as~~of indefinite-lived intangible assets on an annual basis, and an impairment ~~loss. Purchased intangible assets with finite lives are carried at cost, less accumulated amortization. Amortization is computed over~~charge would be recognized to the estimated useful lives of the respective assets. See “Long-Lived Assets” for the Company’s policy regarding impairment testing of purchased intangible assets with finite lives. Purchased intangible assets with indefinite lives are assessed for potential impairment annually or when events or circumstances indicate that their carrying amounts might be impaired.

~~Long-lived assets that are held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate~~extent that the carrying amount of such assets ~~may not be recoverable. Determination~~exceeds their estimated fair value. For further discussion of ~~recoverability of long-lived~~goodwill and identified intangible assets, ~~is based~~see “Note 5-Goodwill and Purchased Identifiable Intangible Assets.”

Advertising costs, which are expensed as incurred, totaled approximately $61,000 and $31,000 for the three months ended March 31, 2018 and 2017, respectively.

The Company accounts for stock-based compensation expense in accordance with the authoritative guidance on ~~an estimate~~share-based payments. Under the provisions of the ~~undiscounted future cash flows resulting from~~guidance, stock-based compensation expense is measured at the ~~use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is~~grant date based on ~~the difference between~~ the fair value of the ~~asset~~option or warrant using a Black-Scholes option pricing model and is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. The fair value of the Company’s stock awards for non-employees is estimated based on the fair market value on each vesting date, accounted for under the variable-accounting method.

The authoritative guidance on share-based payments also requires that the Company measure and recognize stock-based compensation expense upon modification of the term of the stock award. The stock-based compensation expense for such modification is the sum of any unamortized expense of the award before modification and the modification expense. The modification expense is the incremental amount of the fair value of the award before the modification and the fair value of the award after the modification, measured on the date of modification. In the case when the modification results in a longer requisite period than in the original award, the Company has elected to apply the pool method where the aggregate of the unamortized expense and the modification expense is amortized over the new requisite period on a straight-line basis. In addition, any forfeiture will be based on the original requisite period prior to the modification.

Calculating stock-based compensation expense requires the input of highly subjective assumptions, including the expected term of the stock-based awards, stock price volatility, and the pre-vesting option forfeiture rate. The Company estimates the expected life of options granted based on the life of the underlying award. The Company estimates the volatility of the Company’s common stock on the date of grant based on historical volatility. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, its ~~carrying value. Long-lived assets~~stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. The Company estimates the forfeiture rate based on historical experience of its stock-based awards that are granted, exercised and cancelled. If the actual forfeiture rate is materially different from the estimate, stock-based compensation expense could be ~~disposed~~significantly different from what was recorded in the current period. The expected levels of achievement are ~~reported at~~reassessed over the ~~lower~~requisite service periods and, to the extent that the expected levels of ~~carrying amount or fair value.~~achievement change, stock-based compensation is adjusted in the period of change and recorded on the statements of operations and the remaining unrecognized stock-based compensation is recorded over the remaining requisite service period. See “Note 8-Stockholders’ Equity” for additional detail.

Beginning in the fourth quarter of 2017, the Company began reporting its financial results within three reportable segments: (1) Promotions, (2) Ticket Services and (3) Athlete Management. There are certain corporate overhead costs that are not allocated to these reportable segments because these operating amounts are not considered in evaluating the operating performance of the Company’s business segments. The Chief Executive Officer is the Chief Operating Decision Maker (“CODM”) as defined by the authoritative guidance on segment reporting. The Promotion segment includes all the acquired promotion businesses, video library assets and the video production activities of ASM. The Promotion segment promotes our live MMA events and produces live, PPV, and video on demand content. The Ticket Services segment includes the ticketing services business of CageTix. The Ticketing Services segment provides event ticket services to third parties and AMMA promotions. The Athlete Management Segment includes the acquired athlete management business of SuckerPunch, which provides athlete management services to professional MMA fighters.

The following table sets forth the Company’s segment revenue, operating expenses and operating (loss) / income for the three months ended March 31, 2018.

During the first quarter of 2018, the Company recorded a goodwill impairment charge within the Promotion segment of $2,629,225. Goodwill allocated to the Promotion segment, net of impairment, totaled $1,811,707, and to the Athlete Management segment totaled $1,522,605, at March 31, 2018.

Revenue is derived from customers within the United States and it is expected to continue to be a significant portion of revenue in future periods. Operating segments do not record inter-segment revenue.

As of March 31, 2018, all assets were held in the United States. The CODM does not evaluate operating segments using discrete asset information and we do not identify or allocate assets by operating segments.

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date.

A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented.

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. In August 2015, the FASB issued ASU No. ~~2014-09, “Revenue~~2015-14, Revenue from Contracts with ~~Customers” (“ASU 2014-09”), and since May 2014~~Customers (Topic 606): Deferral of the ~~FASB has issued amendments to this new guidance,~~Effective Date, which ~~collectively provides guidance for revenue recognition.~~delays the effective date of ASU 2014-09 ~~is effective for the Company beginning January 1, 2018 and, at that time, the Company may~~by one year. The FASB also agreed to allow entities to choose to adopt the ~~new~~ standard under the full retrospective approach or the modified retrospective approach. Under the new standard, the current practice of many licensing companies of reporting revenues from per-unit royalty based agreements one quarter in arrears would no longer be accepted and instead companies will be expected to estimate royalty-based revenues. The Company is currently evaluating the method of adoption and the resulting impact on the financial statements.

~~In August 2014, the FASB issued “Accounting Standards Update No. 2014-15,” Disclosure of Uncertainties about an Entity’s Ability to Continue~~ as a Going Concern (Subtopic 205-40) (“Update 2014-15”), which requires management to assess a company’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. For public entities, Update 2014-15 was effective for annual reporting periods ending after December 15, 2016. The Company adopted this update in 2016 resulting in no impact on its consolidated results of operations, financial position, cash flows and disclosures.

In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842):” The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases while the accounting by a lessor is largely unchanged from that applied under previous GAAP. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of the ~~adoption of this new standard.~~

original effective date. In March 2016, the FASB issued ~~ASU~~Accounting Standards Update No. ~~2016-09, “Compensation – Stock Compensation~~2016-08, Revenue from Contracts with Customers (Topic ~~718)~~606):~~” (“ASU 2016-09”). ASU 2016-09 identifies areas for simplification involving several aspects of accounting for share-based payment transactions,~~ Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (ASU 2016-08) which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The new standard further requires new disclosures about contracts with customers, including the ~~income tax consequences, classification~~significant judgments the company has made when applying the guidance. We adopted the new standard effective January 1, 2018, using the modified retrospective transition method. The adoption of ~~awards~~this guidance did not have a material impact on our unaudited condensed consolidated financial statements, did not impact our previously reported financial statements in any prior period, nor did it result in a cumulative effect adjustment to retained earnings nor effect our internal controls over financial reporting.

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18), which requires companies to include amounts generally described as ~~either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications~~restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ~~This guidance is effective for fiscal years beginning after December 15, 2016 and for interim periods within those fiscal years, with early adoption permitted. The Company~~We adopted ~~this update~~the new standard effective January 1, ~~2017.~~

~~In August 2016,~~2018, using the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230):” Classification of Certain Cash Receipts and Cash Payments. This ASU addresses the classification of certain specific cash flow issues including debt prepayment or extinguishment costs, settlement of certain debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of certain insurance claims and distributions received from equity method investees. This ASU is effectiveretrospective transition approach for ~~fiscal years beginning after December 15, 2017, and interim~~all periods ~~within those fiscal years, with early~~presented. The adoption ~~permitted. An entity that elects early adoption must adopt all of the amendments in the same period. The Company is currently assessing the impact~~ of this ~~new guidance.~~guidance did not have a material impact on our unaudited condensed consolidated financial statements.

In January 2017, the FASB issued ~~ASU~~Accounting Standards Update No. ~~2017-04, “Compensation – Retirement Benefits~~2017-01, Business Combinations (Topic ~~715)~~805):~~” to simplify~~ Clarifying the ~~measurement of goodwill by eliminating the Step 2 impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value~~Definition of a ~~reporting unit’s goodwill with~~Business (ASU 2017-01), which revises the ~~carrying amount~~definition of ~~that goodwill. The~~a business and provides new guidance ~~requires an entity to compare~~in evaluating when a set of transferred assets and activities is a business. We adopted the ~~fair value of~~new standard effective January 1, 2018, on a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable.prospective basis. The ~~new guidance becomes effective for goodwill impairment tests in fiscal years beginning after December 15, 2019, though early~~ adoption ~~is permitted. The Company is currently assessing the impact~~ of this ~~new guidance.~~guidance did not have a material impact on our unaudited condensed consolidated financial statements.

In ~~January~~May 2017, the FASB issued ASU No. ~~2017-01, “Business Combinations~~2017-09, Compensation - Stock Compensation (Topic ~~805)~~718):~~” This ASU clarifies~~ Scope of Modification Accounting (ASU 2017-09) which provides guidance about which changes to the ~~definition~~terms or conditions of a ~~business with the objective of adding guidance~~share-based payment awarded require an entity to ~~assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. For public entities, this ASU~~apply modification accounting. The standard is effective for interim and annual reporting periods beginning after December 15, 2017, ~~including interim periods within those periods. Early~~with early adoption ~~is permitted for transactions for which~~permitted. The Company adopted the ~~acquisition date occurs before~~standard prospectively after the effective ~~date~~date. The adoption of ~~the ASU only when the transaction has not been reported in financial statements that have been issued. The Company chose to early adopt~~ this standard did not have a material impact on its unaudited condensed consolidated financial statements.

On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which significantly changed U.S. tax law. The Act lowered the Company’s U.S. statutory federal income tax rate from 34% to 21% effective January 1, 2018. Accordingly, for the year ended December 31, ~~2016.~~

~~In January~~ 2017, we recorded a provisional decrease to deferred tax assets of approximately $1.4 million, the ~~FASB issued ASU 2017-04, “Intangibles—Goodwill~~vast majority of which was correspondingly offset by a decrease to our federal valuation allowance. The deferred tax remeasurement is considered a provisional estimate under the U.S. Securities and ~~Other (Topic 350):” which removes Step 2~~Exchange Commission Staff Accounting Bulletin No. 118. As of March 31, 2018, no adjustments have been made to the provisional net tax benefit reported as of the ~~goodwill impairment test. Step 2 requires~~year ended December 31, 2017. The provisional amount is subject to revision as the ~~assessment~~Company completes its analysis of ~~fair value~~the Act, collects and prepares necessary data, and interprets any additional guidance issued by the U.S. Treasury Department, Internal Revenue Service, and other standard-setting bodies. The Company anticipates its accounting for the tax effects of ~~individual assets and liabilities of a reporting unit to measure goodwill impairments. Goodwill impairment will now be~~ the ~~amount by which a reporting unit's carrying value exceeds its fair value. ASU 2017-4~~Act will be ~~effective for annual and any interim impairment tests performed for periods beginning after December 15, 2019, on a prospective basis, and early adoption is permitted.~~completed in 2018.

In May 2017, the FASB issued ASU 2017-09, “Compensation-Stock Compensation (Topic 718):” scope of modification accounting (“ASU 2017-09”), which provides clarity regarding the applicability of modification accounting in relation to share-based payment awards. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The effective date for the standard is for fiscal years beginning after December 15, 2017, which for the Company is January 1, 2018. Early adoption is permitted. The new standard is to be applied prospectively. The Company does not expect ASU 2017-09 to have a material impact on its consolidated financial statements.

	September 30,			December 31,			March 31,			December 31,
	2017			2016			2018			2017
Promotion equipment	$	83,185		$	31,393		$	83,185		$	83,185
Production equipment		110,245			61,209			131,534			115,209
Equipment, furniture and other		165,382			42,660			233,973			223,602
Total property and equipment		358,812			135,262			448,692			421,976
Less accumulated depreciation		(109,760	)		(12,950	)
Less accumulated depreciation and amortization								(207,290	)		(162,533	)
Total property and equipment, net	$	249,052		$	122,312		$	241,402		$	259,463

Depreciation and amortization expense for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2018 and 2017 was ~~$41,111~~$44,757 and ~~$96,810,~~$22,920, respectively.

~~Depreciation expense for the three and nine months ended September 30, 2016 was zero for both periods.~~

During 2017, we completed several business acquisitions. We have included the financial results of these business acquisitions in our unaudited condensed consolidated financial statements from their respective dates of acquisition and pro forma financial information of the Company as if all the acquisitions occurred January 1, 2017. Goodwill generated from all business acquisitions was primarily attributable to expected synergies from future growth and potential monetization opportunities.

All acquisitions have been accounted for as business acquisitions, under the acquisition method of accounting.

In connection with respective asset purchase agreements, the Company entered into trademark license agreements to license the trademark used by the underlying MMA business.

The Company completed ~~the following~~no acquisitions during the ~~nine~~three months ended ~~September 30,~~March 31, 2018.

On January 4, 2017, ~~the Company~~Alliance MMA acquired the stock of Roundtable Creative, Inc., a Virginia corporation d/b/a SuckerPunch Entertainment, a leading fighter management and marketing company, for an aggregate purchase price of $1,686,347, of which $357,500 was paid in cash, ~~and~~ $1,146,927 was paid with the issuance of 307,487 shares of Alliance MMA common stock valued at $3.73 per share, the fair value of Alliance MMA common stock on January 4, 2017, and $181,920 was paid with the issuance of a warrant to acquire 93,583 shares of the Company’s common stock.

On January 18, 2017, ~~the Company~~Alliance MMA acquired the mixed martial arts promotion business of Fight Time Promotions, LLC (“Fight Time”) for an aggregate consideration of $371,468, of which $84,000 was paid in cash and $287,468 was paid with the issuance of 74,667 shares of the Alliance MMA’s common stock valued at $3.85 per share, the fair value of Alliance MMA common stock on January 18, 2017.

On May 12, 2017, Alliance MMA acquired the mixed martial arts promotion business of Undisputed Productions, LLC, doing business as National Fighting Championships or NFC for an aggregate consideration of $506,227, of which $140,000 was paid in cash and $366,227 was paid with the issuance of 273,304 shares of Alliance MMA common stock valued at $1.34 per share, the fair value of Alliance MMA common stock on May 12, 2017.

On June 14, 2017, Alliance MMA acquired the mixed martial arts promotion business of The Englebrecht Company, Inc., doing business as Roy Englebrecht Promotions and Fight Club Orange County, for an aggregate consideration of $1,018,710, of which $207,900 was paid in cash and $810,810 was paid with the issuance of 693,000 shares of the Company’s common stock valued at $1.17 per share, the fair value of Alliance MMA common stock on June 14, 2017.

On September 28, 2017, Alliance MMA acquired the mixed martial arts promotion business of Victory Fighting Championship, LLC, doing business as Victory Fighting Championship, for an aggregate consideration of $822,938, of which $180,000 was paid in cash and $642,938 was paid with the issuance of 267,891 shares of the Company’s common stock valued at $2.40 per share, the fair value of Alliance MMA common stock on September 28, 2017.

~~All acquisitions have been accounted for as business acquisitions, under the acquisition method of accounting.~~

As consideration for the acquisition of SuckerPunch, the Company delivered the following amounts of cash and shares of common stock.

In connection with the acquisition, 108,289 shares of the 307,487 shares of common stock that were issued as part of the purchase price were placed into escrow to guarantee the financial performance of SuckerPunch post-closing. Accordingly, ~~in the event~~if the gross profit iswas less than $265,000 during fiscal year 2017, all 108,289 shares held in escrow will be forfeited. During the first quarter 2018, Management determined the target earn out threshold was not met and as a result, Management anticipates the shares issued in conjunction with the earn out will be returned to the Company, subject to the terms of the respective purchase agreement.

The following table reflects the ~~preliminary~~final allocation of the purchase price for SuckerPunch to identifiable assets, ~~and preliminary pro forma~~ intangible assets, goodwill and ~~goodwill:~~identifiable liabilities:

As consideration for the acquisition of the MMA promotion business of Fight Time, the Company delivered the following amounts of cash and shares of common stock.

In connection with the business acquisition, 28,000 shares of the 74,667 shares of common stock that were issued as part of the purchase price were placed into escrow to guarantee the financial performance of Fight Time post-closing. Accordingly, ~~in the event~~if the gross profit of Fight Time iswas less than $60,000 during fiscal year 2017, all 28,000 shares held in escrow will be forfeited. During the first quarter 2018, Management entered a separation agreement with the former owner of Fight Time and released the shares held under escrow.

The following table reflects the ~~preliminary~~final allocation of the purchase price for the business of Fight Time to identifiable assets, intangible assets, goodwill and ~~preliminary pro forma~~identifiable liabilities:

During the year ended December 31, 2017 the Company recognized an impairment charge of the intangible assets and ~~goodwill:~~goodwill and fully wrote off these assets.

~~Preliminary~~Final Purchase Allocation – National Fighting Championships

As consideration for the acquisition of the MMA promotion business of NFC, the Company delivered the following amounts of cash and shares of common stock.

In connection with the business acquisition, 81,991 shares of the 273,304 shares of common stock that were issued as part of the purchase price were placed into escrow to guarantee the financial performance of NFC post-closing. Accordingly, ~~in the event~~if the gross profit of NFC iswas less than $100,000 during the ~~12 month~~12-month period following the acquisition, all 81,991 shares held in escrow will be forfeited.

The following table reflects the ~~preliminary~~final allocation of the purchase price for the business of NFC to identifiable assets, ~~and preliminary pro forma~~ intangible assets, goodwill and ~~goodwill:~~identifiable liabilities:

As consideration for the acquisition of the MMA promotion business of Fight Club OC, the Company delivered the following amounts of cash and shares of common stock.

In connection with the business acquisition, 258,818 shares of the 693,000 shares of common stock that were issued as part of the purchase price were placed into escrow to guarantee the financial performance of Fight Club OC post-closing. Accordingly, in the event the gross profit of Fight Club OC is less than $148,500 during the ~~12 month~~12-month period following the acquisition, all 258,818 shares held in escrow will be forfeited. Among the assets purchased is a cash balance of $159,000 related to customer deposits on ticket sales for future 2017 MMA promotion events.

The following table reflects the ~~preliminary~~final allocation of the purchase price for the business of the Fight Club OC to identifiable assets, intangible assets, goodwill and identifiable liabilities, and preliminary pro forma intangible assets and goodwill:

	Fight Club OC			Final Fair Value
Cash	$	159,000		$	159,000
Accounts receivable		—			—
Intangible assets		500,000			270,000
Goodwill		518,710			748,710
Total identifiable assets	$	1,177,710		$	1,177,710
Total identifiable liabilities		(159,000	)		(159,000	)
Total purchase price	$	1,018,710		$	1,018,710

~~Preliminary~~Final Purchase Allocation – Victory Fighting Championship

As consideration for the acquisition of the MMA promotion business of Victory, the Company delivered the following amounts of cash and shares of common stock.

In connection with the business acquisition, 121,699 shares of the 267,891 shares of common stock that were issued as part of the purchase price were placed into escrow to guarantee the financial performance of Victory post-closing. Accordingly, in the event the gross profit of Victory is less than $140,000 during the ~~12 month~~12-month period following the acquisition, all 121,699 shares held in escrow will be forfeited. Additionally, 146,192 shares were placed into a separate escrow to indemnify the Company for potential additional expenses incurred by Victory prior to the acquisition and to cover any uncollectible accounts receivable.

The following table reflects the ~~preliminary~~final allocation of the purchase price for the business of Victory to identifiable assets, ~~liabilities, and preliminary pro forma~~ intangible assets, goodwill and ~~goodwill:~~identifiable liabilities:

The ~~Company completed~~following unaudited pro forma financial information assumes SuckerPunch, Fight Time, NFC, FCOC and Victory were combined with Alliance MMA as of January 1, 2017 and includes the ~~first tranche~~impact of ~~its IPO~~purchase accounting. The unaudited pro forma financial information as presented below is for informational purposes only and is based on ~~September 30, 2016,~~estimates and ~~closed the acquisitions~~assumptions that have been made solely for purposes of ~~the Initial Business Units and the Acquired Assets. The transactions were accounted for as business combinations and~~developing such pro forma information. This is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of 2017, nor is it necessarily indicative of future results. Consequently, actual results could differ materially from the ~~Initial Business Units have~~unaudited pro forma financial information presented below.

The following table presents the pro forma operating results for the three months ended March 31, 2017, as if the acquisitions had been included in the ~~Alliance MMA results since the date~~Company’s condensed consolidated statements of ~~acquisition.~~operations as of January 1, 2017 (unaudited, in thousands):

During the three months ended March 31, 2018, the Company recorded a goodwill impairment charge of $2.6 million within the promotion segment. The ~~following table is a reconciliation~~impairment was identified as part of management’s review of impairment indicators. Accordingly, it was determined that the ~~preliminary purchase price allocation at September 30, 2016 to the final purchase price allocation based on the final fair~~recoverable value of the ~~acquired assets~~reporting units was less than the carrying value and ~~assumed liabilities at the acquisition date:~~therefore, an impairment loss was recorded.

Under acquisition accounting, assets and liabilities acquired are recorded at their fair value on the acquisition date, with any excess in purchase price over these values being allocated to identifiable intangible assets and goodwill at September 30, 2017.

In conjunction with the final purchase price allocation, the Company recognized a cumulative measurement period adjustment benefit of approximately $(551,687) related to the adjustment to intangible assets. This benefit is a reduction to amortization expense which is included within General and Administrative expense of the Statement of Operations for the three and nine months ended September 30, 2017.

The change in the carrying amount of goodwill for the ~~nine~~three months ended ~~September 30, 2017 is:~~March 31, 2018 is as follows:

The change in the carrying amount of intangible assets for the three months ended March 31, 2018 is as follows:

		September 30, 2017						December 31, 2016							March 31, 2018
Intangible assets	Useful Life	Gross Assets		Accumulated Amortization		Net		Gross Assets		Accumulated Amortization		Net		Useful Life	Gross Assets		Accumulated Amortization			Net
Video library, intellectual property	4 years	$	1,158,500	$	286,136	$	872,364	$	3,512,741	$	181,824	$	3,330,917
Venue relationships	7 years		1,720,000		245,174		1,474,286		1,966,400		163,867		1,802,533	7 years	$	2,410,000	$	(449,839	)	$	1,960,161
Ticketing software	3 years		90,000		30,000		60,000		360,559		30,047		330,512	3 years		90,000		(45,000	)		45,000
Trademark and brand	3 years		1,723,867		283,946		1,439,921		325,000		8,749		316,251	3 years		610,000		(258,889	)		351,111
Fighter contracts	3 years		1,525,584		381,396		1,144,188		—		—		—	3 years		140,000		(17,500	)		122,500
TV contract	2 years		200,000		—		200,000		—		—		—
Promoter relationships	6 years		310,000		51,668		258,332		—		—		—	6 years		277,099		(44,599	)		232,500
Sponsor relationships														4 years		20,000		(6,250	)		13,750
Total intangible assets, gross		$	6,727,951	$	1,278,860	$	5,449,091	$	6,164,700	$	384,487	$	5,780,213		$	3,547,099	$	(822,077	)	$	2,725,022

Amortization expense for the three months ended ~~September 30,~~March 31, 2018 and 2017, was $162,072 and ~~2016, was $382,374 less the cumulative measurement period adjustment benefit of $(551,687) or $(169,313), net and $0, respectively.~~

The amortization expense benefit of $(551,687) for the quarter ended September 30, 2017, is attributable to the final purchase price allocation of the Initial Business Units and reclass of $2,264,700 from intangible assets to goodwill.

~~Amortization expense for the nine months ended September 30, 2017 and 2016, was $894,373 and $0,~~$517,376, respectively.

As of ~~September 30, 2017,~~March 31, 2018, estimated amortization expense for the unamortized acquired intangible assets over the next five years and thereafter is as follows:

2017 (Remaining three months)	$	437,672
2018		1,750,688
Remainder of 2018			$	486,214
2019		1,714,716		609,119
2020		736,695		441,897
2021		288,344		409,952
2022				397,036
Thereafter		520,976		380,804
	$	5,449,091	$	2,725,022

In December 2017, the Company entered into a promissory note with an individual for $300,000 of borrowings for operating capital leading up to our public offering in January 2018. The note had a maturity of 30 days and was paid in full at maturity in January 2018 including interest of $45,000. The note was personally guaranteed by Joseph Gamberale, one of our board members.

~~The combined pro forma net revenue and net loss of the Company as if Initial Business Units were acquired in January 1, 2016 are (in 000’s):~~Alliance MMA, Inc.

~~Significant adjustments to expenses for the three months ended September 30, 2016 include $420,000 of amortization of acquired intangible assets.~~ (Unaudited)

Significant adjustments to expenses for the nine months ended September 30, 2016 include $1,127,000 of amortization of acquired intangible assets, and $311,000 professional fees attributable to consulting fees related to the acquisitions.

The Company does not own any real property. The Company’s principal executive offices are located at an office complex in New York, New York, which includes approximately twenty thousand square feet of shared office space and services that we are leasing. The lease had an original one-year term that commenced on December 1, 2015, which was renewed until November 30, 2018. The lease allows for the limited use of private offices, conference rooms, mail handling, videoconferencing, and certain other business services.

In November 2016, the Company entered a sublease agreement for office and video production space in Cherry Hill, New Jersey. The lease expires on June 30, 2019.

With the acquisition of ~~Fight Club OC,~~FCOC, the Company assumed a lease for office space in Orange County, California. The lease expires in September 2018.

Each of the acquired business operate from home offices or shared office space arrangements.

Rent expense was ~~$30,000~~$39,051 and $0$29,137 for the three months ended ~~September 30,~~March 31, 2018 and 2017, ~~and 2016, respectively.~~

~~Rent expense was $87,000 and $0 for the nine months ended September 30, 2017 and 2016,~~ respectively.

As of ~~September 30, 2017,~~March 31, 2018, the aggregate minimum lease payments for the years ending December 31, ~~2017,~~ 2018 and 2019 were:

In ~~the normal course of~~conducting our business, ~~or otherwise,~~ we may become involved in legal proceedings. We will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred.

In April and May 2017, respectively, two purported securities class action complaints—Shapiro v. Alliance MMA, Inc., No. 1:17-cv-2583 (D.N.J.), andShulman v. Alliance MMA, Inc., No. 1:17-cv-3282 (S.D.N.Y.)—were filed against the Company and certain of its officers in the United States District Court for the District of New Jersey and the United States District Court for the Southern District of New York, respectively. The complaints ~~allege~~alleged that the defendants violated certain provisions of the federal securities laws, and ~~purport~~purported to seek damages in an amount to be alleged on behalf of a class of shareholders who purchased the Company’s common stock pursuant or traceable to the Company’s initial public offering. In July 2017, the plaintiffs in the New York action voluntarily dismissed their ~~claim. The court has not yet ruled~~claim and, on March 8, 2018, the ~~motion by the claimants in~~parties reached a settlement to the New Jersey ~~case to be named lead plaintiffs.~~

~~We believe that~~action in which the remaining claim is without merit and intend to defend against it vigorously. Based on the very early stage of the litigation, it is not possible to estimate the amount or range of possible loss that might result from an adverse judgment or a settlement of the case. The Company maintainscarrier for our directors and officers liability insurance ~~and~~policy has ~~notified its insurance carrier~~agreed to cover Alliance’s financial obligations, including legal fees, under the settlement arrangement, less a deductible of $250,000.

In October 2017, a shareholder derivative claim based on the same facts that were alleged in the class action complaints was filed against the directors of the ~~claims made against it.~~Company in the District Court for the District New Jersey; however, a complaint was not served on the defendants and, on February 2, 2018 the claim was dismissed by the District Court.

Management evaluated the financial performance of ~~the Initial Business Units~~CFFC, COGA, HFC, Shogun, V3, CageTix, and IT Fight Series in 2017 compared to the earn out thresholds as described in the respective Asset Purchase Agreements. Based upon ~~Management’s~~management’s estimates, the Company ~~recognized~~recorded an earn out liability ~~during the third quarter~~in 2017 of approximately $310,000 related to Shogun’s financial results. This estimated amount is subject to ~~provisions~~revisions as ~~defined~~provided in the related Asset Purchase Agreement. ~~Additionally,~~

During the ~~liability will be settled~~first quarter 2018, Management determined the target earn out threshold of SuckerPunch was not met and as a result, management anticipates the shares issued in conjunction with the ~~issuance~~earn out to be returned to the Company, subject to the terms of ~~approximately 141,000 shares of Alliance MMA common stock and will be remeasured each reporting period until~~ the ~~shares are issued.~~respective asset purchase agreements.

On January 9, 2018, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Maxim Group LLC, acting as sole book-running manager (the “Underwriter”), for a public offering (the “Offering”) of a combination of 2,150,000 shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company, and 1,935,000 warrants to purchase 1,935,000 shares of Common Stock (the “Warrants”). Each share of Common Stock was sold in combination with a Warrant to purchase 0.90 shares of Common Stock. The Warrants have a five-year term and an exercise price of $1.10 per share. The Offering price was $1.00 per share of Common Stock and related Warrant and the Underwriter had agreed to purchase the shares of Common Stock and related Warrants from the Company at a 7.0% discount to the Offering price. In addition, the Company granted to the Underwriter a 45-day option to purchase up to an additional 322,500 shares of Common Stock and/or 290,250 Warrants to purchase 290,250 shares of Common Stock at the same price to cover over-allotments, if any. The underwriter exercised this option is February 2018 resulting in an additional $50,000 from the sale and issuance of 50,000 shares and 272,500 warrants. The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.

The gross proceeds to the Company from the Offering and overallotment were approximately $2.2 million before underwriting discounts and commissions and other offering expenses.

The Offering was made pursuant to an effective shelf registration statement on Form S-3 that was declared effective by the Securities and Exchange Commission on December 1, 2017 and a prospectus supplement, dated January 9, 2018, together with the accompanying base prospectus.

One of our board members, Joseph Gamberale, participated in the offering and acquired 25,000 units which included 22,500 warrants.

In July 2017, the board of directors approved the issuance of up to $2.5 million of ~~AMMA~~our common stock in one or more private placements.

In July 2017, Board members and an employee executed subscription agreements for 513,761 units at a purchase price of $1.09 per unit. In August 2017, the Company determined that the amount raised through such sales was insufficient to meet its current needs, and accordingly solicited subscription agreements from third parties for 965,000 units at $1.00 per unit. Each unit sold in these placements consists of one restricted share of AMMA common stock and a warrant to acquire one share of common stock at an exercise price of $1.50 per share. The Company issued all 1,478,761 shares of common stock sold in these placements on August 29, 2017.

In October and November 2017, the Company solicited subscription agreements from third parties for 390,000 units at $1.25 per unit. Each unit sold in the placement consists of one restricted share of AMMA common stock and a warrant to acquire one share of common stock at an exercise price of $1.75 per share.

In February 2017, the Company entered a consulting arrangement with DC Consulting for management consulting services with a term of one year and included the grant of 150,000 shares subject to board of director approval. In July 2017, the Company issued the 150,000 restricted shares to DC Consulting under the arrangement and recognized ~~stock based~~stock-based compensation of approximately $148,000, the fair value of the shares on the date of issuance, in relation to the common stock grant.

In August 2016, the Company entered into an employment agreement with John Price as the Company’s Chief Financial Officer. In connection with Mr. Price’s employment he was awarded a stock option grant to acquire 200,000 shares of the Company’s common stock. The Stock option has a term of 10 years, an exercise price of $4.50, and a grant date fair value of $364,326, and vests one third of the shares on the one year anniversary of the grant date and one third annually thereafter.

On December 19, 2016, the Board of Directors of the Company awarded stock option grants under the 2016 Equity Incentive Plan to four employees to acquire an aggregate of 200,000 shares of the Company’s common stock. The stock options have a term of 10 years and an exercise price of $3.56 per share, vest annually over three years in three equal tranches and have a grant date fair value of $497,840. The Company determined the fair value of the stock options using the Black-Scholes model. Each award was accepted by the recipient during the first quarter 2017 at which point the Company began to recognize stock-based compensation expense.

On February 1, 2017, the Company entered into an employment agreement with James Byrne as the Company’s Chief Marketing Officer. In connection with Mr. Byrne’s employment he was awarded a stock option grant to acquire 100,000 shares of the Company’s common stock. The stock option has a term of 5 years, an exercise price of $3.55, and a grant date fair value of $247,882, and was fully-vested upon grant. The Company determined the fair value of the stock option using the Black-Scholes model.

On May 15, 2017, the Company entered into an employment agreement with Ira Rainess as the Company’s EVP of Business Affairs. In connection with Mr. Rainess’ employment, in September 2017, he was awarded a stock option grant to acquire 100,000 shares of the Company’s common stock. The stock option has a term of 3 years, an exercise price of $1.30, and a grant date fair value of $53,306, and vests one half of the shares on the one year anniversary of the grant date ofand one half on the ~~one year anniversary thereafter.~~second anniversary. The Company determined the fair value of the stock option using the Black-Scholes model.

On December 17, 2017, the Company awarded Robert Mazzeo, the Company’s external General Counsel at that time, a stock option grant to acquire 125,000 shares of the Company’s common stock. The option has a term of three years, an exercise price of $1.50, and a grant date fair value of $77,500, and was fully-vested upon grant. The Company determined the fair value of the stock option using the Black-Scholes model.

In March 2018, the Board of Directors approved a stock option grant to Robert Mazzeo, CEO and Ira Rainess. Mr. Mazzeo’s award was for 250,000 shares with an exercise price of $0.53 and vests upon grant. Mr. Rainess’ award was for 250,000 shares with an exercise price of $0.53 and vests upon grant. As of March 31,2018 the option agreements had not been issued.

On January 4, 2017, in connection with the acquisition of SuckerPunch, the Company entered an employment agreement with Bryan Hamper as Managing Director. Mr. Hamper was awarded a warrant to acquire 93,583 shares of the Company’s common stock. The warrant has a term of 105 years, an exercise price of $3.74, and a grant date fair value of $181,920, and was fully-vested upon grant and is included as a component of the SuckerPunch purchase price. The Company determined the fair value of the warrant using the Black-Scholes model.

On March 10, 2017, the Company entered into a service agreement with World Wide Holdings and issued a warrant to acquire 250,000 shares of the Company’s common stock. The warrant has an exercise price of $4.50, term of three years and vest in equal one third increments on April 1, July 1 and October 1, 2017. ~~The~~During the year ended December 31, 2017, the Company ~~has~~ recognized stock-based compensation expense of ~~$169,401 during~~$169,401.

On January 12, 2018, the Company entered into a service agreement with National Services, LLC (“National”), and issued a warrant to acquire 100,000 shares of the Company’s common stock. The warrant has an exercise price of $1.10, term of five years and was vested upon grant. For the three months ended ~~June 30, 2017 as~~March 31, 2018, the ~~vendor is not required~~Company recognized $38,000 of stock based compensation expense in relation to ~~perform future services~~this warrant. The service agreement allows National to earn ~~the warrant~~up to 300,000 additional warrants, each with an exercise price of $1.10 and ~~the vesting provisions are only time based.~~five-year term, based upon achieving certain designated milestones.

The number of shares of the Company’s common stock that are issuable pursuant to warrant and stock option grants with ~~time based~~time-based vesting as of ~~September 30, 2017~~March 31, 2018 are:

	Warrant Grants				Stock Option Grants				Warrant Grants				Stock Option Grants
	Number of Shares Subject to Warrants		Weighted-Average Exercise Price Per Share		Number of Shares Subject to Options		Weighted-Average Exercise Price Per Share		Number of Shares Subject to Warrants		Weighted-Average Exercise Price Per Share		Number of Shares Subject to Options		Weighted-Average Exercise Price Per Share
Balance at December 31, 2016		222,230	$	7.43		200,000	$	4.50
Balance at December 31, 2017										2,239,574	$	2.54		725,000	$	3.15
Granted		1,822,344		2.03		400,000		2.99		2,307,250		1.10		-		-
Exercised		—		—		—		—		-		-		-		-
Forfeited		—		—		—		—		-		-		-		-
Balance at September 30, 2017		2,044,574	$	2.61		600,000	$	3.50
Exercisable at September 30, 2017		482,480		5.70		166,666		3.93
Balance at March 31, 2018										4,546,824	$	1.81		725,000	$	3.15
Exercisable at March 31, 2018										4,351,824	$	1.81		358,333	$	3.01

As of ~~September 30,~~March 31, 2018 and 2017, ~~and 2016,~~ the total unrecognized expense for unvested stock options, net of expected forfeitures, was approximately ~~$642,694~~$485,673 and ~~$0, respectively, which is expected to be amortized on a weighted-average basis over a period of three years.~~$739,745, respectively.

Stock-based compensation expense for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2018 and 2017 ~~and 2016~~ is as follows:

Stock-based compensation expense categorized by the equity components for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2018 and 2017 ~~and 2016~~ is as follows:

	Three Months Ended				Nine Months Ended				Three Months Ended March 31
	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016		2018		2017
Employee stock options	$	78,510	$	—	$	470,087	$	—	$	78,510	$	319,729
Warrants		—		—		169,401		—		38,000		-
Common stock		148,500		—		148,500		—		-		-
	$	227,010	$	—	$	787,988	$	—	$	116,510	$	319,729

Basic net loss per share is computed by dividing net loss for the period by the weighted average shares of common stock outstanding during each period. Diluted net loss per share is computed by dividing net loss for the period by the weighted average shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. The Company uses the treasury stock method to determine whether there is a dilutive effect of outstanding option grants.

The following table sets forth the computation of the Company’s basic and diluted net loss per share for the periods presented:

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2018			2017
Net loss	$	(2,462,054	)	$	(595,411	)	$	(7,135,962	)	$	(3,414,352	)	$	4,503,920		$	(2,369,833	)

Weighted-average common shares used in computing net loss per share, basic and diluted		10,714,200			5,289,882			9,608,042			5,289,221			14,595,196			9,344,226

Net loss per share, basic and diluted	$	(0.23	)	$	(0.11	)	$	(0.74	)	$	(0.65	)	$	(0.31	)	$	(0.25	)

The following securities were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive:

~~The~~For the three months ended March 31, 2018 and March 31, 2017, the Company recorded noan income tax ~~provision for the nine months ended September 30, 2017~~benefit of $24,000 and ~~2016, as the Company has incurred losses for these periods.~~

zero, respectively. Income taxes are provided for the tax effects of transactions reported in the unaudited condensed consolidated financial statements and consist of taxes currently due. Deferred taxes relate to differences between the basis of assets and liabilities for financial and income tax reporting which will be either taxable or deductible when the assets or liabilities are recovered or settled. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has established a full valuation allowance as it is more likely than not that the tax benefits will not be realized as of ~~September 30, 2017.~~March 31, 2018.

On April 10, 2018, the Company ~~completed~~borrowed a ~~private placement~~total of ~~390,000 units~~$300,000 from two of its board members, Joseph Gamberale and Joel Tracy, pursuant to promissory notes of $150,000, respectively. The notes bear interest at ~~$1.25 per unit for approximately $488,000 in aggregate. Each unit consists of one restricted share of AMMA common stock~~12% annually and ~~a warrant to acquire one-half share of common stock at an exercise price of $1.75 per whole share.~~mature May 21, 2018. Mr. Gamberale personally guaranteed Mr. Tracy’s Note.

~~In October 2017 a purported stockholders’ derivative claim was filed against~~Promissory Note

On May 9, 2018, the Company borrowed $200,000 from a third party shareholder pursuant to a promissory note. The note bears interest at 40% annually and ~~certain of its officers based~~matures on June 25, 2018. Mr. Gamberale personally guaranteed the ~~same facts as described in the class action complaints described in Note 1.~~note and Mr. Gamberale and Mr. Tracy agree to subordinate their existing notes.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~This Quarterly Report on Form 10-Q~~You should read the following discussion of our financial condition and other written and oral statements made from time to time by us or on our behalf may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to anticipated future events, future results of operations ~~or future~~in conjunction with our unaudited condensed consolidated financial ~~performance.~~statements and the related notes included in Item 1, “Financial Statements” of this Form 10-Q. In ~~some cases, you can identify~~addition to our historical unaudited condensed consolidated financial information, the following discussion contains forward-looking statements by terminology such as, “may,” “might,” “will,” “should,” “intends,” “expects,” “plans,” “goals,” “projects,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue”that reflect our plans, estimates, and similar expressions or variations of such words that are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this Quarterly Report. The identification of certain statements as “forward-looking” is not intended to mean that other statements not specifically identified are not forward-looking. All statements other than statements about historical facts are statements that could be deemed forward-looking statements, including, but not limited to, statements that relate to:

~~Although forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts~~beliefs which involves risk, uncertainty and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks, uncertainties, and changes in condition, significance, value and effect, including those discussed below under the heading “Risk Factors” within Part I, Item 1A of this Quarterly Report and other documents we file from time to time with the Securities and Exchange Commission, such as our annual reports on Form 10-K for the year ended December 31, 2016, our quarterly reports on Form 10-Q and our current reports on Form 8-K. Such risks, uncertainties and changes in condition, significance, value and effect could cause ourassumptions. Our actual results tocould differ materially from those ~~expressed herein~~discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and in ways not readily foreseeable. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report and are based on information currently and reasonably known to us. We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Quarterly Report. Readers are urged to review carefully and consider the various disclosures madeelsewhere in this ~~Quarterly Report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.~~Form 10-Q.

Our principal executive offices are located at 590 Madison Avenue, 21^st Floor, New York, New York, 10022. Our telephone number is (212) 739-7825. ~~We maintain a web site at www.alliancemma.com. The reference to the Company’s website address does not constitute incorporation by reference of the information contained on this website.~~

In the Quarterly Report, the “Company”, “we”, “us”, and “our” refers to Alliance MMA, Inc., which operates its business through its parent company and subsidiaries. Unless otherwise specified, the financial results in this Quarterly Report are those of the Company and its subsidiaries on a consolidated basis.

~~Nature of Business~~Modern-day mixed martial arts is a full contact sport that permits fighters to use techniques from both striking and grappling martial arts such as boxing, wrestling, taekwondo, karate, Brazilian jiu-jitsu, muay thai, and judo.

Today, the sport is legal and regulated in all 50 states. The ~~Company was formed on February 12, 2015 to acquire companies in~~MMA industry generates revenues by promoting live MMA bouts, and through pay-per-view, video-on-demand and televised MMA event programming, merchandise sales, event and fighter sponsorships, and the monetization of MMA-related intellectual property royalties.

Alliance MMA is a sports media company that operates a regional mixed martial arts (“MMA”) industry, and to develop and promote fighters to the sport's highest level of professional competition, including The Ultimate Fighting Championship (UFC), Bellator MMA, World Series of Fighting (now known as the “Professional Fighter League”) and other prestigious MMA promotions worldwide. The Company plans ultimately to promote over 125 domestic events per year, showcasing more than 1,000 fighters, through regional promotions operatingpromotion business under the Alliance MMA ~~umbrella. As~~name as well as under the trade names of the ~~date~~regional promoters that we own and operate. The fighters who participate in our MMA promotions are provided the opportunity to develop and showcase their talents for advancement to the next level of ~~this filing,~~professional MMA competition. We also own and operate a fighter management business, SuckerPunch Entertainment, and an MMA ticketing platform, CageTix.

In the ~~Company~~first quarter 2018, our regional promotions held 14 events with a number of those events being televised on cable and network stations and/or streamed live via the Internet. In providing fighters the opportunity to demonstrate their talents and move toward more lucrative fights, we also stress the importance of maintaining strong personal values such as integrity, respect and discipline, as we believe that these attributes to be as important to a fighter’s success as his or her physical talents and skills.

Our promotions generate revenue through ticket and concession sales at live MMA events. In addition, we distribute our original content on television, cable networks, pay-per-view broadcasts and streaming over the internet. We also receive sponsorship fees for live and tape-delayed MMA events.

CFFC Promotions (“CFFC”) – based in Atlantic City, New Jersey, CFFC was founded in 2011 and promotes professional MMA events, primarily in New Jersey and Pennsylvania. CFFC has ~~acquired 12 businesses~~sent a number of fighters to the UFC, including Aljamain Sterling, Jimmie Rivera, Lyman Good and ~~hired~~Paul Felder.

Hoosier Fight Club (“Hoosier Fight Club” or “HFC”) – based in the ~~general manager~~Chicago metropolitan area, HFC was founded in 2009. HFC promoted the first sanctioned event in Indiana in January 2010. HFC has sent several fighters to the UFC as well as to Invicta Fighting Championships, the premier all-female MMA promotion, including Neil Magny, Felice Herrig, Phillipe Nover, Josh Sampo and ~~staff~~Barb Honchak.

COmbat GAmes MMA (“COGA”) – based in Kirkland, Washington, COGA was founded in 2009 and promotes professional MMA events primarily in Washington State. Among the fighters COGA has sent to the UFC, are bantamweight champion Demetrious Johnson, Ultimate Fighter winner Michael Chiesa, light heavy weight Trevor Smith and heavyweight Anthony Hamilton.

Shogun Fights (“Shogun”) – based in Baltimore, Maryland, Shogun was founded in 2008 and promotes professional MMA events at the Royal Farms Arena in Baltimore. Shogun has sent a number of ~~Explosive~~fighters to the UFC and Bellator, including Jim Hettes, Dustin Pague and Zach Davis.

V3 Fights (“V3”) – based in Memphis, Tennessee, V3 was founded in 2009 and has promoted professional MMA events primarily at event centers in Memphis, Tennessee and elsewhere in Tennessee, Mississippi and Alabama.

Iron Tiger Fight Series (“IT Fight Series” or “ITFS”) – based in Bellefontaine, Ohio, IT Fight Series was founded in 1995 and promotes professional MMA events in various locations throughout Ohio. Since its inception, IT Fight Series has sent or promoted a number of fighters to the UFC as well as to Bellator.

Fight Time Promotions (“Fight Time”) – based in ~~Ohio,~~Fort Lauderdale, Florida, Fight Time was founded in 2009 and promotes professional MMA events throughout the South Florida Market.

National Fighting Championships (“NFC”) – based in Atlanta, Georgia, NFC was founded in 2002 and promotes professional MMA events throughout Atlanta, Georgia, South Carolina and North Carolina.

Fight Club Orange County (“FCOC” or “Fight Club OC”) – based in Orange County, California, Fight Club OC was founded in 1982 and promotes professional MMA events throughout Southern California.

Victory Fighting Championship (“Victory”) – based in Omaha, Nebraska, Victory was founded in 2002 and promotes professional MMA events throughout Nebraska, Kansas, South Dakota and Iowa.

As an adjunct to ~~form~~our promotions, we operate Go Fight Net, doing business as Alliance Sports Media (“GFL” or “ASM”), our video production unit which produces, distributes and licenses video content.

SuckerPunch Entertainment (“SuckerPunch”) – based in Northern Virginia, SuckerPunch manages over approximately 150 professional MMA fighters. Since 2007, SuckerPunch has managed several UFC titleholders including Joanna Jedrzejczyk, Jens Pulver, Carla Esparza and, most recently, Max Holloway.

CageTix – founded in 2009, CageTix focusses its ticket sales service on the ~~operations of Alliance MMA. See Note 1~~~~– “Description of Business and Basis of Presentation~~~~” and Note 4 – “~~~~Acquisitions~~”MMA industry. In addition to providing ticket services for our events, CageTix presently services many of the ~~Notes~~industry’s top U.S. mixed martial arts events.

Our business objectives include providing sports media content to ~~Consolidated Financial Statements~~national broadcasters, internet streaming services and other content distributors and leveraging those arrangements to attract major brand sponsorships. We also plan to enhance the scope of our fighter management and ticketing platforms. To achieve these objectives, we intend to employ the following strategies:

We intend to migrate our promotional events from paid venue arrangements to venues that will compensate the promotions for ~~additional information concerning~~hosting events, such as community sponsored civic auditoriums and casinos. We expect that the ~~businesses acquired~~relocation of our events to higher quality venues will enable us more easily to obtain content distribution arrangements with national broadcasters and others.

We produce high quality MMA programming at the events we promote, and we monetize our content through distribution and licensing arrangements. A number of our promotions have established live and delayed television arrangements with national networks, including CBS Sports Network and Comcast Sports Net.

In addition to local and regional sponsors for live events, we are seeking to identify and establish sponsorship and advertising arrangements with larger nationally-recognized brands. SuckerPunch actively pursues local, regional and national sponsorships for fighters under management, under which management commissions are earned.

Currently, the majority of paid tickets for our events is sold by the ~~Company.~~fighters appearing on the event fight card. Referred to as “fighter consigned” tickets, sales are generally made in face-to-face cash transactions. We continue to expand the utilization of CageTix to help control the ticketing sales chain across our promotions. We believe that greater use of CageTix by our promotions will allow us to increase the profitability of our live events, while capturing valuable demographic customer information that will facilitate subsequent sales and marketing efforts. The CageTix platform can provide significant benefits to the promotions, including the security of credit/debit card sales processing; immediate revenue recognition; real time sales reporting; and sales audit and compliance tracking for tax and regulatory authorities.

We intend to continue signing highly-regarded professional fighters, which we believe enhances our brand recognition and the value of our live MMA programming content. We believe that by providing fighters with a large number of events in which to participate, and by televising or streaming these events, we will be able to provide prospects with multi-fight opportunities and the visibility they seek when affiliating with a promotion.

Our revenue is derived primarily from promotional activities including gate receipts, venue fees, food and beverage sales, merchandise sales, and sponsorships. Revenue from ticket sales is realized atwith the ~~conclusion~~completion of the ~~promotion. The majority~~event. Most of our ticket sales are made in cash which is collected prior to the start of the event. Sponsorship and venue fees are earned with the completion of the event ~~and customers typically pay such fees~~with payment received within 60 days following the event. We generate additional revenue from ticket services from CageTix, fees earned through ~~broadcast television advertising,~~ internet streaming pay-per-view offerings, and video production services, ~~from Alliance Sports Media,~~ and from management commissions associated with fighter purses, ~~third-party video pay-per-view sales,~~ personal brand sponsorships and ancillary activities from SuckerPunch.

Revenue for the three months ended ~~September 30,~~March 31, 2018 was $1.1 million. Revenue from promotions was $774,000, ticket services related revenue totaled $91,000, and revenue from fighter-related commission was $191,000.

Revenue for the three months ended March 31, 2017 was ~~$1.05~~$755,000. Revenue from promotions was $506,000 million, ticket services related revenue totaled $60,000 and revenue from fighter-related commission was $189,000.

The increase in revenue is primarily related to two additional events held in 2018 compared to 2017. The increase in events in 2018 was the result of acquisitions completed subsequent to the first quarter of 2017, partially offset by a reduction in the number of events held by promotions which were acquired during or prior to the first quarter 2017. Also during the first quarter 2018, we partnered with the Arnold Sports Festival, a sports nutrition tradeshow and our first event at a tradeshow, resulting in additional ticket and sponsorship revenue.

General and administrative expenses decreased approximately $300,000 to $1.9 million for the three months ended March 31, 2018 compared to $2.2 million in the same period of 2017. Salary and wages increased $28,000 as we acquired businesses and added headcount during 2017 to establish our MMA platform. Sales and marketing increased $156,000 as we develop our marketing and branding strategy. Depreciation increased $22,000 as additional assets were acquired during 2017 and depreciated in 2018. Insurance increased $15,000, IT supplies increased $25,000, lease expense increased $13,000. These increases were partially offset by a decrease in stock-based compensation of $203,000. Amortization decreased $356,000 based upon the final valuation completed in 2017, and fees decreased 17,000.

Professional and consulting expenses decreased approximate $23,000 to $405,000 for the three months ended March 31, 2018 compared to $428,000 in the same period of 2017. The decrease in these expenses was due primarily to a decrease of $74,000 in legal fees as we resolved outstanding litigation and a $60,000 reduction in accounting services, partially offset by a $54,000 increase in IR and PR related activities and $54,000 in NASDAQ related expenses.

Impairment charges increased approximately $2.6 million for the three months ended March 31, 2018 compared to $0 in the same period ~~2016 as the Company had not yet commenced operations until the completion~~ of ~~our IPO. During the third quarter~~ 2017, the Company held 23 promotions resulting in $740,000 of revenue. Net revenue from ticket services, electronic content distribution and video production totaled $59,000, and revenue from fighter-related commission was $253,000. We expect revenues to increase as we ~~continue to acquire MMA promotions and enhance~~impaired goodwill associate with the ~~revenue opportunities for our existing promotions and related businesses.~~ Promotion Segment.

General and administrative expenses increased approximately $1,395,000 to $1,753,000 for the three months ended September 30, 2017 compared to $358,000 in the same period of 2016. The third quarter 2016 General and Administrative expenses were composed of expenses in preparation of the Company’s IPO including $20,000 of stock based compensation $42,000 of travel expenses $77,000 of fees, $13,000 of business insurance, $31,000 of employee salary, $17,000 of sales and marketing and $158,000 of consulting services. Whereas the three months ended September 2017 reflect the integration and operation of the promotions we acquired during 2016 and 2017, and comprise primarily the following approximate expenditures:

Professional and consulting expenses decreased by $20,000 compared to the quarter ended September 30, 2016, primarily as a result of an decrease in, legal fees of $100,000 mainly related to the acquisitions and evaluation of potential acquisitions and preparation for our IPO in 2016 not incurred in 2017. 2017 legal fees mainly relate to fees to defend against a purported class action lawsuit. The reduction in legal fees was offset by an increase in consulting of $55,000, investor relations of $23,000.

~~We believe professional and consulting expenses will continue to be a significant cost as we continue to evaluate and acquire companies.~~

Revenue for the nine months ended September 30, 2017 was $2.9 million compared to $0 in the same period 2016 as the Company had not yet commenced operations until completion of our IPO in October 2016. During the nine months ended September 30, 2017, the Company held 47 promotions resulting in $1,956,000 of revenue. Net revenue from ticket services, electronic content distribution and video production totaled $249,000, and revenue from fighter-related commissions was $736,000. We expect revenues to increase as we continue to acquire MMA promotions and enhance the revenue opportunities for our existing promotions and related businesses.

General and administrative expenses increased approximately $3,500,000 to $6,500,000 for the nine months ended September 30, 2017 compared to $2,994,000 million in the same period of 2016. The nine months ended September 30, 2016 General and Administrative expenses were comprised of $2,615,000 of stock-based compensation, $46,000 of travel, $78,000 of fees, $13,000 of business insurance, $31,000 of employee salary, $25,000 of sales and marketing, and $186,000 of consulting services. Whereas the nine months ended September 30, 2017 reflect the integration and operation of the promotions we acquired during 2016 and 2017, and comprise primarily the following approximate expenditures:

Professional and consulting expenses increased by $493,000 compared to the nine months ended September 30, 2016, primarily as a result of an increase in accounting and auditing related expenses of $190,000, legal fees of $110,000 mainly related to the acquisitions and evaluation of potential acquisitions and legal fees to defend against purported class action lawsuits, public relations expense of $119,000 offset by a reduction in SEC related fees of $18,000.

~~We believe professional and consulting expenses will continue to be a significant cost as we continue to evaluate and acquire companies.~~

Our operations have generated negative cash flows since inception, Consequently, our primary ~~sources~~source of cash ~~used in the nine months ended September 30, 2017 have~~has been from the issuance of common stock in conjunction with our ~~initial~~IPO completed in October 2016, sales of our common stock and warrants to purchase common stock issued in private placements in July, August and October 2017 and public offering in January 2018 as well as advances in April and ~~subsequent private placements,~~May 2018 under promissory notes with two of our board members and a shareholder, respectively. In spite of having completed these financing transactions, due to our operations generating significant negative cash flows, we currently have virtually no cash on hand. Consequently, in order for us to continue as a going concern, we need to raise additional capital almost immediately. In order to alleviate this capital deficiency, we are actively seeking additional financing in the ~~operation~~form of ~~the combined Alliance MMA businesses.~~additional debt and/or equity. We cannot assure you that we will be able to raise sufficient additional funds in a timely fashion, or at all, to enable us to continue as a going concern. Nor can we assure you that any funds we are able to raise will be on commercially reasonable terms.

~~As of September 30, 2017,~~In order for us to grow and execute our ~~cash balance was $1.0 million, which consists primarily of~~business plan successfully, in addition to short term capital needed to maintain our status as a going concern, we will need substantial additional financing in the near term. The Company currently has virtually no cash on ~~deposit with banks. Our principal uses~~hand, an accumulated deficit of ~~cash include the acquisition of regional promotions, the payment of~~$21.0 million, historical operating ~~expenses, and the acquisition of capital assets.~~

Our primary need for liquidity is to fund the working capital needs of our business, our planned capital expenditures, the continued acquisition of regional promotions and related companies, and general corporate purposes. We have incurred losses and, ~~experienced~~since inception, consistently negative operating cash flows, since the inception of our operations in October 2016. We believe, however, that the successful implementation of our business plan, along with other actions we have taken and will continue to take, will improve our operating margins and address corporate overhead expenditures.

~~Since completing our IPO in October 2016, we have focused primarily on building out~~indicating a domestic MMA platform, which is expected eventually to include a presence in the top 20 media markets. To date, we have created a persistent brand presence in twelve markets through the acquisition of ten promotional businesses along with the promotion of regional Alliance MMA events in two additional markets. We have also continued to develop our existing media library of live MMA events, and have built a professional corporate infrastructure that will support our long-term goals. These activities and investments in our business directly support our stated goal of promoting at least 125 regional MMA events annually.

To ensure the Company’s capital needs are met over the next twelve months, in August 2017, the Company completed a capital raise of approximately $1.5 million through the placement of 1.5 million units which consist of one share of common stock and a warrant to purchase one share of common stock at an exercise price of $1.50 per share.

In October and November 2017, the Company raised approximately $488,000 through the placement of 390,000 units which consist of one share of common stock and a warrant to purchase one-half share of common stock at an exercise price of $1.75 per whole share.

~~Additionally in November, the Company filed a Universal Shelf Registration Statement on Form S-3 which allows the Company to issue various types of securities up to an aggregate $20 million.~~

Management is in negotiations with multiple national sponsors and, on the basis of those negotiations, expects to receive at least $500,000 in national sponsorship revenue during the next twelve months.

Additionally, management is in discussions with national casinos to promote our MMA events at venues that would produce better margins through entertainment fees paid to the Company and, in certain cases, a reduction in event overhead through complimentary food and lodging for fighters and staff.

~~While many challenges associated with successfully executing our aggressive expansion plan exist, and while our historical operating results raise doubts~~substantial doubt with respect to our ability to continue as a going concern ~~we expect that our recent~~for at least one year from the date of this report. The Company estimates its operations will use approximately $1 million and ~~anticipated financings, the continued implementation of our business plan and the expected increase~~$3.5 million in ~~sponsorship revenue will provide sufficient liquidity and financial flexibility over~~ the next three and twelve ~~months.~~months, respectively. However, Management is continuing its effort to reduce operating expenses. We ~~cannot, however, predict~~intend to fund the operating deficits through debt and or equity financings until such time as we are able generate positive cash flows from operating activities. We can not assure you we will be able to secure addition debt and or equity financing on commercially reasonable terms or at all.

As of March 31, 2018, our cash balance was $155,315 which consists primarily of cash on deposit with ~~certainty~~banks. As of the ~~outcome~~filing of this report, we had virtually no cash on hand. During the first quarter of 2018, our ~~actions~~principal uses of cash consisted of paying off a note and paying for operating expenses and outstanding payables. As noted above, we currently do not have sufficient capital resources to ~~generate liquidity, including~~continue our ~~success in raising~~operations, and thus we have an immediate and urgent need for additional ~~capital or the anticipated results of our operations.~~capital.

The operations of Alliance to date have resulted in losses and negative operating cash flows. During the first quarter of 2018, the Company began a cost reduction plan resulting in the termination of employment of several executives and other personnel, renegotiating or terminating contracts and similar cost cutting activities. Management is focused not only on these cost reduction measures but also revenue expansion and improvements in venues and event economics.

Cash used in operating ~~our businesses~~activities was ~~approximately $4.2~~$1.8 million for the ~~nine~~three months ended September 30, 2017. For the nine months ended September 30, 2016, we used approximately $0.9 million of cash in preparing for our initial public offering and the acquisition of the Initial Business Units.

~~Except for increases in costs~~March 31, 2018 (about $600,000 per month), mainly related to the ~~evaluation~~net loss of $4.5 million, an increase of $37,000 in accounts receivable, and ~~acquisition~~a decrease in accounts payable of ~~additional businesses (which will be~~$227,000, offset by non-cash stock based compensation expense of $117,000, non-cash depreciation of $45,000 , non-cash amortization of $162,000 and non-cash impairment of $2.6 million.

Cash used in operating activities was $1.3 million for the ~~revenues provided by such acquisitions)~~three months ended March 31, 2017 (about $433,000 per month), ~~we do not anticipate a material~~mainly related to the net loss of $2.4 million, an increase in ~~quarterly~~accounts receivable of $190,000 and an increase in prepaids of $18,000, offset by non-cash depreciation of $23,000, non-cash amortization of $517,000 related to amortization of acquired intangible assets, non-cash stock-based compensation of $320,000 related to various equity awards to employees and non-employees, and increase in accounts payable of $425,000.

The $555,563 increase in cash ~~expenditures during~~used in operations mainly relates to the ~~balance~~$2.1 million increase in loss, decrease in accounts payable and accrued liabilities of ~~2017 unless we begin to acquire businesses at a faster pace. We expect it to take approximately twelve months from the date~~$652,000 offset by an increase in non-cash impairment of ~~acquisition to integrate the operations~~$2.6 million, increase in non-cash stock based compensation of $203,000, decrease in non-cash amortization of $355,000, and ~~cost structure~~increase in non-cash depreciation of ~~a promotion or other business, and produce the intended improvement in profitability.~~$21,000.

Cash used in investing activities was ~~approximately $1.0 million~~$27,000 for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2018, related to the ~~acquisitions of SuckerPunch, Fight Time, NFC, Fight Club OC, and Victory totaling $0.8 million in the aggregate, the~~ acquisition of ~~a video library from Sheffield for $25,000, and fixed asset purchases totaling $174,000.~~capital assets of $27,000.

Cash used in investing activities was ~~$1.4 million~~$525,000 for the three months ended March 31, 2017, due primarily to the acquisitions of Sucker Punch and Fight Time, and Sheffield video library assets totaling $466,500 in ~~2016 related to acquisition~~the aggregate and capital asset purchases of ~~the Initial Business Units, and Initial Acquired assets.~~

Cash provided by financing activities was ~~$1.5~~$1.6 million for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2018, primarily related to a registered public offering of our securities, which provided $1.6 million of capital. In January 2018, the ~~private placement~~Company completed a public offering of 2,150,000 units for $1.00 per unit. Each unit included one share of Alliance MMA common ~~stock.~~stock and 0.9 warrants to purchase common stock, totaling 1,935,000 warrants. The gross proceeds to the Company was approximately $2,150,000 before underwriter discounts, commissions and offering expenses. This increase was offset by the repayment of our note payable of $300,000.

Cash provided by financing activities was ~~$7.4 million~~$0 for the ~~nine~~three months ended ~~September 30, 2016, primarily related to the Company’s IPO.~~March 31, 2017.

The amounts reflected in the table above for operating lease ~~obligation represents the~~obligations represent aggregate future minimum lease payments under non-cancelable facility ~~operating lease.~~leases.

See Note 5—7- “Commitments and Contingencies” of the Notes to Unaudited Condensed Consolidated Financial Statements for additional detail.

As of ~~September 30, 2017,~~March 31, 2018, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

During the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2018 there ~~were no significant changes in~~was a change to our ~~critical accounting policies with the exception of fighter commission~~ revenue recognition policy. See Note 2 –-“Summary of Significant Accounting Policies” of the Notes to the Unaudited Condensed Consolidated Financial Statements for additional detail. For a discussion of our critical accounting policies and estimates, see Part II, Item 7 –-Management’s Discussion and Analysis of Financial Condition and Results of Operationsin the Form 10-K.

See Note 2—2-“Recent Accounting Pronouncements”of the Notes to Unaudited Condensed Consolidated Financial Statements for a full description of recent accounting pronouncements including the respective expected dates of adoption.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Management conducted an evaluation of the ~~Company’s Chief Executive Officer~~effectiveness of our “disclosure controls and ~~Chief Financial Officer, which are required in accordance with Rule 13a-14~~procedures” (“Disclosure Controls”), as defined by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)~~. This “Controls~~, as of March 31, 2018, the end of the period covered by this Form 10-Q, as required by Rules 13a-15(b) and ~~Procedures” section includes information concerning~~15d-15(b) of the ~~controls~~Exchange Act. The Disclosure Controls evaluation was done under the supervision and ~~controls evaluation referred to in the certifications and should be read in conjunction~~ with the ~~certifications for a more complete understanding~~participation of ~~the topics presented.~~

This Quarterly Report on Form 10-Q does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company's registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

As we are an emerging growth company and a newly-public company with a limited operating history following the completion of our initial public offering in October 2016, we have only recently commenced implementing “disclosure controls and procedures” (“Disclosure Controls”), as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, which are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and ~~our~~ Chief Financial Officer, ~~to allow timely decisions regarding required disclosure.~~

based on the 2013 framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. We conducted an evaluation of the effectiveness of our Disclosure Controls as of September 30, 2017, the end of the period covered by this Quarterly Report on Form 10-Q. The Disclosure Controls evaluation was done under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, due to ~~our limited financial~~deficiencies in the design of internal controls and ~~manpower resources,~~lack of segregation of duties, our Disclosure Controls were not effective as of ~~September 30, 2017,~~March 31, 2018, such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the ~~SEC's~~SEC’s rules and forms and (ii) accumulated and communicated to our management, including our ~~Chief Executive Officer~~principal executive and ~~our Chief Financial Officer,~~principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding disclosure.

Management ~~is in the process of determining how best to implement an effective system to ensure that information required to be disclosed in this Quarterly~~ Report on Form 10-Q and subsequent filings to be submitted under the Exchange Act will be recorded, processed, summarized and reported accurately. Our management intends to develop procedures to address these issues to the extent possible given the limitations in our financial and manpower resources. No assurance can be made the implementation of these controls and procedures will be completed in a timely manner or that such controls or procedures will be adequate once implemented.Internal Controls over Financial Reporting

~~Change~~Our management has identified material weaknesses in our internal controls related to deficiencies in the design of internal controls and segregation of duties. Management is planning to meet with the Audit Committee to discuss remediation efforts, which are expected to continue through 2018 until such time as management is able to conclude that its remediation efforts are operating and effective.

Notwithstanding the foregoing, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that the unaudited condensed consolidated financial statements included in this Form 10-Q present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.

We may in the future identify other material weaknesses or significant deficiencies in connection with our internal control over financial reporting. Material weaknesses and significant deficiencies that may be identified in the future will need to be addressed as part of our quarterly and annual evaluations of our internal controls over financial reporting under Sections 302 and 404 of the Sarbanes-Oxley Act. Any future disclosures of a material weakness, or errors as a result of a material weakness, could result in a negative reaction in the financial markets and a decrease in the price of our common stock.

~~There has been~~During the quarter ended March 31, 2018, there was no change in ~~the Company’s~~our internal control over financial reporting as(as such term is defined in Rule 13a-15(f) under the Exchange ~~Act Rules 13a-15(f) and 15d-15(f), during the Company’s most recent quarter~~Act) that has materially affected, or is reasonably likely to materially affect, ~~the Company’s~~our internal control over financial reporting.

In October 2017, a ~~purported stockholders’~~shareholder derivative ~~action was filed against the Company and certain of its officers~~claim based on the same facts ~~as described~~that were alleged in the ~~purported~~ class action ~~complaints.~~

~~We believe that these claims are without merit and intend to defend~~complaints was filed against ~~them vigorously. Based~~the directors of the Company in the District Court for the District New Jersey; however, a complaint was not served on the ~~very early stage of~~defendants and, on February 2, 2018 the ~~litigation, it is not possible to estimate~~claim was dismissed by the amount or range of possible loss that might result from an adverse judgment or a settlement of these cases. The Company maintain directors and officers insurance and has notified its insurance carrier of the claims made against it.District Court.

~~There have been no material changes~~We are a smaller reporting Company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the ~~Risk Factors disclosed in the Company’s Form 10-K that was filed with the Securities and Exchange Commission on April 17, 2017.~~information under this item.

In July 2017, the board of directors approved the issuance up to $2.5 million of AMMA stock in one or more private placements. In July 2017, certain board members and an employee executed subscription agreements for 513,761 units at a purchase price of $1.09 per unit. In August 2017, the Company determined that the amount raised through such sales was insufficient to meet its current needs, and accordingly solicited subscription agreements from third parties for 965,000 units at a purchase price of $1.00 per unit. Each unit sold in these placements consists of one restricted share of AMMA common stock and a warrant to acquire one share of common stock at a price of $1.50 per share. The Company issued all 1,478,761 shares of common stock sold in these placements on August 29, 2017.None

In November, 2017, the Company completed a private placement of 390,000 units at a purchase price of $1.25 per unit for approximately $488,000 in the aggregate. Each unit consists of one restricted share of AMMA common stock and a warrant to acquire one-half share of common stock at an exercise price of $1.75 per whole share.

On ~~November 13, 2017,~~May 9, 2018, the ~~Company received~~company borrowed $200,000 from a ~~letter from Nasdaq noting the vacancies created on the Company’s Board of Directors,~~third-party shareholder pursuant to a promissory note. The notes bear interest at 40% annually and on the Audit and Compensation Committees thereof, created by the departure of Mark Shefts from the Board on October 24, 2017. As a result of these vacancies, the Audit Committee currently has two independent members insteadmature June 25, 2018. Repayment of the ~~three independent members required by~~note is subject to acceleration in the ~~Nasdaq’s listing standards, and the Compensation Committee has one independent member instead~~event of a breach of the ~~required two. In~~repayment provisions or if a bankruptcy or similar proceeding for the ~~letter, Nasdaq informed~~benefit of our creditors is instituted against the ~~Company of~~Company. Mr. Gamberale, a director and significant shareholder, personally guaranteed the ~~applicable “cure period” during which the Company must fill the outstanding vacancies on these committees,~~note and ~~that if the vacancies were not filled by the end of such cure period, the Company would be in violation of the Nasdaq’s listing requirements. The cure period for both vacancies is the earlier~~Mr. Gamberale and Mr. Tracy, a director and significant shareholder, agreed to ~~occur of the Company’s next annual meeting of stockholders or October 24, 2018. Management has commenced a search for a new independent director to fill these vacancies.~~subordinate their notes.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Large accelerated filer¨	¨	Accelerated filer¨
	~~Non-accelerated filer~~¨		~~(Do not check if a smaller reporting company)~~

Non-accelerated filer	¨	Smaller reporting company	x

		Emerging growth company	x

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PART I –- FINANCIAL INFORMATION		34

Item 1.	Financial Statements ~~(Unaudited)~~(unaudited)	34

	Condensed Consolidated Balance Sheets as of ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016~~2017	34

	Condensed Consolidated Statements of Operations ~~– Three~~for the three months ended March 31, 2018 and ~~Nine Months Ended September 30,~~ 2017 ~~and 2016~~	45

	Condensed Consolidated Statement of Changes in Stockholders’ Equity ~~– Nine Months Ended September 30, 2017~~for the three months ended March 31, 2018	56

	Condensed Consolidated Statements of Cash Flows ~~– Nine Months Ended September 30,~~for the three months ended March 31, 2018 and 2017 ~~and 2016~~	67

	Notes to Condensed Consolidated Financial Statements	78

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1527

Item 3.	Quantitative and Qualitative Disclosures About Market Risk ~~(Not Applicable)~~	1932

Item 4.	Controls and Procedures	2032

PART II –- OTHER INFORMATION		2133

Item 1.	Legal Proceedings	21

~~Item 1A.~~33	~~Risk Factors~~	21

Item 1A.	Risk Factors	33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds ~~(Not Applicable)~~	2133

Item 3.5.	~~Defaults Upon Senior Securities~~Other Information ~~(Not Applicable)~~	2133

Item 4.6.	~~Mine Safety Disclosures~~Exhibits ~~(Not Applicable)~~	2134

~~Item 5.~~	~~Other Information~~ ~~(Not Applicable)~~	21

~~Item 6.~~	~~Exhibits~~	22

Signatures		2335

	·	Our ability to obtain and maintain sufficient working capital financing on acceptable terms to continue as a going concern;
	·	Our ability to sustain our innovative business model in the MMA industry;
	·	Our ability to maintain our expansion strategy, acquire additional regional MMA promotion companies and continue organic growth in the market;
	·	Our ability to conduct future acquisitions without potentially dilutive issuances of equity securities, the incurrence of indebtedness or an increased amortization expense;
	·	Our ability to meet continuing listing standards on the NASDAQ Capital Market, including its requirement that the minimum bid price for our common stock be at or above $1.00; a standard we are not currently meeting;
	·	Our ability to secure sponsorships for our fighters, and for our live and televised events;
	·	Our ability to keep pace with the extremely competitive market for live and televised MMA events and for MMA video content;
	·	Our ability to attract and retain successful professional fighters for the promotion of events that are appealing to fans and sponsors;
	·	Our ability to promote a sufficiently large number of events and bouts so that fighters are incentivized to commit to multi-fight agreements;
	·	Our ability to command the attention of the UFC and other premier MMA promotions seeking professional fighters to promote on a national and/or international platform;
	·	Our ability to produce high-quality media content on a consistent basis to secure television and other media distribution arrangements; and
	·	Our ability to increase brand awareness and market acceptance in the relevant geographic market.

	September 30, 2017			December 31, 2016

ASSETS
Current assets:
Cash	$	1,035,697		$	4,678,473
Accounts receivable, net of allowance for doubtful accounts of $0 as of September 30, 2017 and December 31, 2016		421,095			8,450
Prepaid expenses		57,201			134,852
Total current assets		1,513,993			4,821,775

Property and equipment, net		249,052			122,312
Intangible assets, net		5,449,091			5,780,213
Goodwill		6,470,225			3,271,815
Total assets	$	13,682,361		$	13,996,115
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	856,163		$	284,361
Earn out liability		310,000			—
Customer deposits		117,761			—
Total current liabilities		1,283,924			284,361
Long-term deferred tax liabilities		64,867			—
Commitments and contingencies (Note 5)
Stockholders' equity:
Preferred stock, $.001 par value; 5,000,000 shares authorized and no shares issued and outstanding		—			—
Common stock, $.001 par value; 45,000,000 shares authorized at September 30, 2017 and December 31, 2016; 12,272,974 and 9,022,308 shares issued and outstanding, respectively		12,273			9,022
Additional paid-in capital		24,003,109			18,248,582
Accumulated deficit		(11,681,812	)		(4,545,850	)
Total stockholders’ equity		12,333,570			13,711,754
Total liabilities and stockholders’ equity	$	13,682,361		$	13,996,115

	March 31, 2018			December 31, 2017

ASSETS
Current assets:
Cash and cash equivalents	$	155,315		$	348,197
Accounts receivable, net		262,420			225,787
Prepaid and other assets		68,799			71,250
Total current assets		486,534			645,234

Property and equipment, net		241,402			259,463
Intangible assets, net		2,725,022			2,887,094
Goodwill		3,334,312			5,963,537
TOTAL ASSETS	$	6,787,270		$	9,755,328
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	514,382		$	930,168
Customer deposits		269,819			56,738
Earn out liability		310,000			310,000
Note payable		-			300,000
Total current liabilities		1,094,201			1,596,906
Long-term deferred tax liabilities		-			23,943
TOTAL LIABILITIES		1,094,201			1,620,849

Commitments and contingencies

Stockholders' equity:
Preferred stock, $.001 par value; 5,000,000 shares authorized at March 31, 2018 and December 31, 2017; no shares issued and outstanding		-			-
Common stock, $.001 par value; 45,000,000 shares authorized at March 31, 2018 and December 31, 2017; 14,862,974 and 12,662,974 shares issued and outstanding, respectively		14,863			12,663
Additional paid-in capital		26,706,539			24,646,229
Accumulated deficit		(21,028,333	)		(16,524,413	)
TOTAL STOCKHOLDERS’ EQUITY		5,693,069			8,134,479
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	6,787,270		$	9,755,328

	·	V3 ~~LLC~~Fights (“V3”);
	·	Iron Tiger Fight Series (“IT Fight Series” or “ITFS”);
	·	Fight Time Promotions (“Fight Time”);
	·	National Fighting Championships (“NFC”);
	·	Fight Club Orange County (“FCOC” or “Fight Club OC”); and
	·	Victory Fighting Championship (“Victory”).

	Promotion			Ticket Service		Athlete Management		Corporate			Total
Revenue	$	774,184		$	91,333	$	191,242	$	25,000		$	1,081,759
Operating expenses		1,727,621			89,813		162,102		3,630,086			5,609,622
Operating (loss)/income	$	(953,437	)	$	1,520	$	29,140	$	(3,605,086	)	$	(4,527,863	)

		Cash				Shares				Warrant Grant				Consideration Paid
SuckerPunch		$	357,500				307,487				93,583			$	1,686,347

	Fight Time
Cash	$	—
Accounts receivable		—
Intangible assets		48,867
Goodwill		322,601
Total identifiable assets	$	371,468
Total identifiable liabilities		—
Total purchase price	$	371,468

	NFC
Cash	$	—
Accounts receivable		—
Fixed assets		20,000
Intangible assets		120,000
Goodwill		366,227
Total identifiable assets	$	506,227
Total identifiable liabilities		—
Total purchase price	$	506,227

	Victory
Cash	$	—
Accounts receivable		32,180
Fixed assets		30,000
Intangible assets		600,000
Goodwill		268,167
Total identifiable assets	$	930,347
Total identifiable liabilities		(107,409	)
Total purchase price	$	822,938

	Revenue		Earnings (Loss)
Actual for the three months ended March 31, 2017	$	0.8	$	(2.4	)
Supplemental pro forma for the three months ended March 31, 2017	$	1.1	$	(4.4	)

	Preliminary		Adjustments			Final
Cash and equivalents	$	118,764	$	—		$	118,764
Accounts receivable and other current assets, net		34,599		—			34,599
Property and equipment, net		23,661		—			23,661
Intangible assets		5,839,700		(2,264,700	)		3,575,000
Goodwill	��	2,878,071		1,561,942			4,440,013
Total identifiable assets	$	8,894,795	$	702,758		$	8,192,037
Accounts payable and accrued expenses		1,055,906		(702,758	)		353,148
Total identifiable liabilities	$	1,055,906	$	(702,758	)	$	353,148
Total purchase price	$	7,838,889	$	—		$	7,838,889

Balance as of December 31, 2017	$	5,963,537
Impairment – goodwill		(2,629,225	)
Balance as of March 31, 2018	$	3,334,312

Balance as of December 31, 2016	$	3,271,815
Goodwill – Sucker Punch		160,763
Goodwill – Fight Time Promotions		322,601
Goodwill – National Fighting Championships		366,227
Goodwill – Fight Club OC		518,710
Goodwill – Victory		268,167
Final purchase price adjustment – Initial Business Units		1,561,942
Balance as of September 30, 2017	$	6,470,225

Balance as of December 31, 2017	$	2,887,094
Amortization		(162,072	)
Balance as of March 31, 2018	$	2,725,022

2017 (three months remaining)	$	34,292
2018		147,507
2019		76,201
Total minimum lease payments	$	258,000

	·	~~Our ability to manage our growth;~~
	·	Our ability to effectively integrate and manage the businesses of the regional MMA promotions and related businesses we acquired, to create synergies among the businesses, and to leverage these synergies to achieve our business objective of creating a developmental league for the MMA industry;
	·	~~Our ability to compete with other regional MMA promotions for top ranked professional MMA fighters and for television and other content distribution arrangements;~~
	·	~~Sustained growth in the popularity of MMA among fans;~~
	·	~~Our ability to protect or enforce our intellectual property rights; and~~
	·	~~Other statements made elsewhere in this quarterly report.~~

	·	~~$310,000 in earn out expense associated with the Initial Acquisitions;~~¹
	·	~~$(169,000) of amortization of intangible assets;~~¹

	·	~~$310,000 in earn out expense associated with the Initial Acquisitions;~~¹
	·	~~$894,000 of amortization of intangible assets;~~¹

	NineMonths Ended September 30,
	2017			2016
Consolidated Statements of Cash Flows Data:
Net cash used in operating activities	$	(4,158,826	)	$	(864,218	)
Net cash used in investing activities		(1,008,950	)		(1,391,736	)
Net cash provided by financing activities		1,525,000			7,378,830
Net (decrease) increase in cash	$	(3,642,776	)	$	5,122,876

	3 Months Ended March 31,
	2018			2017
Consolidated Statements of Cash Flows Data:
Net cash used in operating activities	$	(1,812,186	)		$	(1,256,623	)
Net cash used in investing activities		(26,696	)			(524,651	)
Net cash provided by financing activities		1,646,000				-
Net decrease in cash	$	(192,882	)		$	(1,781,274	)

	Payments Due by Period
	Total		Remainder of 2018		2019
Operating lease obligations	$	179,265	$	112,275	$	66,990

Exhibit No.		~~Exhibit Title~~Description
10.1		Promissory Note of the Company in favor of Joseph Gamberale

31.1*10.2		Promissory Note of the Company in favor of Joel Tracy

10.3		Promissory Note of the Company in favor of Steven Wallitt

31.1*		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.

31.2*		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.

32.1 (1)*		Certification of the Principal 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 (1)*		Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document*

101.SCH		XBRL Taxonomy Extension Schema Document*

101.CAL		XBRL Taxonomy Calculation Linkbase Document*

101.LAB		XBRL Taxonomy Label Linkbase Document*

101.PRE		XBRL Taxonomy Presentation Linkbase Document*

101.DEF		XBRL Taxonomy Extension Definition Document*


	ALLIANCE MMA, INC


Date: ~~November 14, 2017~~May 15, 2018	By:	/s/ ~~Paul Danner~~ Robert Mazzeo
	Name:	~~Paul Danner~~Robert Mazzeo
	Title:	Chief Executive Officer
		(Principal Executive Officer)


	By:	/s/ John Price
	Name:	John Price
	Title:	Chief Financial Officer
		(Principal Financial Officer)
		(Principal Accounting Officer)