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 ¨x

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.~~August 31, 2018: 15,327,974.

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 operating expenses.

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 June 30,						Six Months Ended June 30,
	2017			2016			2017			2016			2018			2017			2018			2017
Revenue, net	$	1,050,450		$	—		$	2,919,660		$	—		$	180,657		$	358,598		$	488,232		$	621,638
Cost of revenue		774,671			—			1,881,153			—			105,293			189,540			149,329			313,021
Gross profit		275,779			—			1,038,507			—
Operating expenses
Gross margin														75,364			169,058			338,903			308,617
Operating expenses:
General and administrative		1,752,560			357,826			6,494,294			2,994,356			1,062,057			1,250,494			1,958,416			2,088,970
Impairment — intangible assets														413,583			—			413,583			—
Impairment — goodwill														1,522,605			—			1,522,605			—
Professional and consulting fees		218,320			237,585			912,767			419,996			431,731			266,159			836,163			693,976
Total operating expenses		1,970,880			595,411			7,407,061			3,414,352			3,429,976			1,516,653			4,730,767			2,782,946
Loss from operations		(1,695,101	)		(595,411	)		(6,368,554	)		(3,414,352	)		(3,354,612	)		(1,347,595	)		(4,391,864	)		(2,474,329	)
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			—
Loss before income tax benefit														(3,354,612	)		(1,347,595	)		(4,391,864	)		(2,474,329	)
Income tax benefit														—			—			—			—
Net loss from continuing operations														(3,354,612	)		(1,347,595	)		(4,391,864	)		(2,474,329	)
Net lossfrom discontinued operations, net of tax														(4,573,989	)		(956,480	)		(8,040,657	)		(2,199,579	)
Net loss	$	(2,462,054	)	$	(595,411	)	$	(7,135,962	)	$	(3,414,352	)	$	(7,928,601	)	$	(2,304,075	)	$	(12,432,521	)	$	(4,673,908	)
Net loss per share, basic and diluted	$	(0.23	)	$	(0.11	)	$	(0.74	)	$	(0.65	)
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
Loss per share:
Loss from continuing operations:
Basic and diluted													$	(0.24	)	$	(0.14	)	$	(0.31	)	$	(0.26	)

Loss from discontinued operations:
Basic and diluted													$	(0.31	)	$	(0.10	)	$	(0.55	)	$	(0.24	)

Net Loss:
Basic and diluted													$	(0.55	)	$	(0.24	)	$	(0.86	)	$	(0.50	)

Weighted average number of shares used in per share calculation, basic and diluted														14,862,974			9,510,460			14,729,825			9,400,339

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

Condensed Consolidated Statement of Changes In Stockholders’ (Deficit) Equity

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

	Nine Months Ended September 30,						Six Months Ended June 30,
	2017			2016			2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(7,135,962	)	$	(3,414,352	)	$	(12,432,521	)	$	(4,673,908	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		787,988			2,615,240			334,299			560,978
Amortization of acquired intangibles		894,373			—			58,667			314,357
Depreciation of fixed assets		96,810			—
Deferred income tax and other, net		767,625			—
Impairment — intangible assets								413,583			—
Impairment — goodwiill								1,522,605			—
Loss from discontinued operations								8,040,657			2,199,579
Changes in operating assets and liabilities:
Accounts receivable		(380,465	)		—			19,153			(211,600	)
Prepaid expenses		77,651			—
Deferred offering costs		—			25,000
Prepaid and other assets								46,192			33,102
Accounts payable and accrued liabilities		733,154			(90,106	)		96,501			288,815
Net cash (used in) operating activities of continuing operations								(1,900,864	)		(1,488,677	)
Net cash (used in) operating activities of discontinued operations								(579,097	)		(1,647,452	)
Net cash used in operating activities		(4,158,826	)		(864,218	)		(2,479,961	)		(3,136,129	)
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 Fight Time Promotions		(84,000	)		—
Purchase of SuckerPunch		(357,500	)		—			—			(357,500	)
Purchase of Sheffield video library		(25,000	)		—
Purchase of fixed assets		(173,550	)		—
Purchase of Initial Business Units and Initial Acquired Assets		—			(1,391,736	)
Net cash (used in) investing activities of continuing operations								—			(357,500	)
Net cash (used in) investing activities of discontinued operations								(21,849	)		(403,762	)
Net cash used in investing activities		(1,008,950	)		(1,391,736			(21,849	)		(761,262	)
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			—
Proceeds from notes payable								844,375			—
Proceeds from notes payable - related party								300,000			—
Payment on loan payable								(390,000	)		—
Net cash provided by financing activities of continuing operations								2,700,375			—
Net cash provided by financing activities of discontinued operations								—			—
Net cash provided by financing activities		1,525,000			7,378,830			2,700,375			—
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 INCREASE (DECREASE) IN CASH								198,565			(3,897,391	)
CASH - BEGINNING OF PERIOD								257,424			4,567,575
CASH - END OF PERIOD							$	455,989		$	670,184
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	—		$	34,015		$	45,625		$	—
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 SuckerPunch							$	—		$	1,328,847
Stock issued in conjunction with acquisition of Fight Time Promotions								—			287,468
Stock issued in conjunction with acquisition of National Fighting Championships								—			366,227
Stock issued in conjunction with acquisition of Fight Club OC	$	810,810		$	—			—			810,810
Stock issued in conjunction with acquisition of National Fighting Championships	$	366,227		$	—
Stock issued in conjunction with acquisition of Fight Time Promotions	$	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
Stock issued in conjunction with acquisition of Sheffield video Library								—			8,500
Non-cash dividend								200,000			—

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

Alliance MMA, Inc. (“Alliance” or the “Company”) ~~was~~is a sports media company formed in Delaware onin February ~~12, 2015 to acquire companies in the mixed martial arts~~2015. The Company completed its Initial Public Offering (“~~MMA”~~IPO”) industry. On September 30, 2016, Alliance completed the first tranche of its initial public offering 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 and began to execute its initial business strategy to acquire regional MMA promotions to form a professional MMA fight league. A total of ten regional MMA promotions were acquired. Additionally, the Company acquired ~~certain~~a ticketing software business focused on the MMA industry, an athlete management business, and ~~kickboxing~~ video ~~libraries (the “Initial Acquired Assets”). Subsequent~~production and distribution company to compliment the ~~acquisition of the Initial Business Units and the Initial Acquired Assets, the Company~~MMA fight league.

Alliance MMA acquired the assets of five additional promotion companies, Iron Tiger Fight Series, Fight Time, National Fighting Championships, Fight Club OC, and Victory Fighting Championship and a fighter management and marketing company, SuckerPunch, along with the intellectual property rightsfollowing businesses to ~~the Sheffield video fight library of Shogun Fights (the “Subsequent Acquisitions”).~~execute its initial business strategy:

~~Following~~As an adjunct to the ~~completion of its initial public offering,~~promotion business, Alliance ~~also acquired the following assets:~~provided video distribution and media archiving through Alliance Sports Media (“ASM”) formerly GFL.

~~Louis Neglia’s Ring~~Change in Management and Cessation of ~~Combat~~MMA operations

~~All rights in~~On February 7, 2018, the ~~existing~~Company’s Chief Executive Officer, Paul Danner, resigned his position but remained Chairman of the Board and Director through May 1, 2018. Also on February 7, 2018, the Company terminated the employment of the Company’s President, Robert Haydak, and its Chief Marketing Officer, James Byrne and named Robert Mazzeo as the Company’s acting Chief Executive Officer. Effective May 23, 2018, board of directors member, Renzo Gracie, resigned. On May 24, 2018, Robert Mazzeo resigned as Chief Executive Officer. On May 25, 2018, management and the Board of Directors, committed the Company to an exit/disposal plan of the MMA ~~and kickboxing video libraries~~promotion business because it did not believe the MMA business unit could generate sufficient operating cash flows to fund the ongoing operations. On June 6, 2018, the Company’s board of ~~Louis Neglia’s Martial Arts Karate, Inc. related to~~directors appointed John Price, the ~~Louis Neglia’s Ring~~Company’s CFO, Co-President of ~~Combat and Louis Neglia’s Kickboxing events and shows, a right~~the Company.

As of ~~first refusal to acquire~~the date of this filing, the Company has disposed of the following promotion businesses:

As of the date of this filing, the Company owns 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.~~

~~In June 2017, ITFS hired 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 of the Shogun promotions.~~

The Company’s primary need for liquidity is to fund the working capital needs of the business, and general corporate purposes. The Company has incurred losses and experienced negative operating cash flows since the inception of operations in October 2016.

In August 2017, the Company completed a capital raise of $1.5 million through the private placement of 1,500,000 units, which consisted of one share of common stock and a warrant to purchase one share of common stock at an exercise price of $1.50. The funds were used for operating capital and a business acquisition.

In October and November 2017, the Company completed a capital raise of $487,500 through the private placement of 390,000 units, which consisted of one share of common stock and 0.50 of a warrant to purchase one share common stock at an exercise price of $1.75, (an aggregate of 195,000 warrants). The funds were used for operating capital.

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.

In January 2018, the Company completed a capital raise of $2.15 million gross, through the public placement of 2,150,000 units, which consisted of one share of common stock and .90 of a warrant to purchase common stock at an exercise price of $1.10, (an aggregate of 1,935,000 warrants). The warrant exercise price ratcheted down to $0.31 in June 2018 and down to $0.29 in July 2018. The funds were used for operating capital.

In February 2018, the underwriter exercised their overallotment option resulting in the sale of an additional 50,000 shares for $50,000 and issuance of an additional 272,500 warrants.

In January 2018, the Company paid $345,000 to the promissory note holder of December 2017 as full payment of principal and interest.

In April 2018, the Company entered into promissory note agreements with each of Joseph Gamberale and Joel Tracy, board members, for $150,000, respectively, for total borrowings of $300,000. The funds were used for operating capital.

In May 2018, the Company entered into a promissory note with an individual for $200,000 of borrowings for operating capital.

In June 2018, the Company entered into a Securities Purchase Agreement (“SPA”) with SC Worx Acquisition Corp. (n/k/a SCWorx Corp), under which it agreed to sell up to $1 million in principal amount of convertible notes and warrants to purchase up to 671,142 shares of common stock. The note is convertible into shares of common stock at a conversion price of $0.3725 and the warrants have an exercise price of $0.3725. On June 29, 2018, the Company sold SCWorx convertible notes in the principal amount of $500,000 and warrants to purchase 335,570 shares of common stock, for an aggregate purchase price of $500,000. The Note bears interest at 10% annually and matures on June 27, 2019. SCWorx has agreed in the SPA to fund (i) a second tranche of $250,000 upon the signing of a merger agreement with the Purchaser and (ii) a third tranche of $250,000 upon mutual agreement of the Purchaser and Company. Refer to “Note 11 Subsequent Events”.

The Company currently has virtually no cash on hand, has an accumulated deficit of approximately $29 million, has consistently experienced quarterly net losses and negative cash flows, and is operating 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 or that it will be successful in raising capital on commercially reasonable terms or at all.

The accompanying interim unaudited condensed consolidated financial statements as of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, and for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, 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~~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.~~statements. 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 unaudited condensed consolidated 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,~~2017, included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2017, filed on April ~~17, 2017~~16, 2018 (the “Form 10-K”). The results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 are not necessarily indicative of the results that may be expected for the full year ended December 31, ~~2017~~2018 or any future period and the Company makes no representations related thereto.

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

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 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 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 approximately 1.5 million units at $1.00 per unit, which consist of one share of common stock and a warrant to purchase one share of common stock at $1.50.

In November 2017, the Company raised approximately $500,000 through the placement of 390,000 units at $1.25 per unit, which consist of one common share and a warrant to purchase one-half share of common stock at an exercise price equal to $1.75 per whole share.

Additionally 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 of securities up to an aggregate of $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 with respect to our ability to continue as a going concern, we expect that our recent and anticipated financings, the continued implementation of our business plan and the expected increase in sponsorship revenue 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 in raising additional capital or the anticipated results of our operations.

There have been no significant changes in the Company’s significant accounting policies during the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared to the ~~significant~~Significant accounting policies described in the Form 10-K with the exception of the ~~fighter commission~~ revenue recognition ~~policy disclosed below.~~policy.

The Company ~~records~~recognized 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~~apparel or food and beverage offerings. Promotion revenue is ~~fixed and determinable and collectability is reasonably assured. Customer deposits consist~~a component 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.discontinued operations.

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 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.athletes performance.

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 and six months ended June 30, 2018, the Company recorded a goodwill ~~with~~impairment charge within the Athlete Management segment of $1.5 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~~goodwill and identified intangible assets, see “Note 5-Goodwill and Purchased Identifiable Intangible Assets.”

During the three and six months ended June 30, 2018, the Company recorded an intangible impairment charge of long-lived assets is based on an estimate of the undiscounted future cash flows resulting from 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 based on the difference between the fair value of the asset and its carrying value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value.$413,583.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), and since May 2014 the FASB has issued amendments to this new guidance, which collectively provides guidance for revenue recognition. ASU 2014-09 is effective for the Company beginning January 1, 2018 and, at that time, the Company may 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.

On May 25, 2018, the ~~FASB issued “Accounting Standards Update No. 2014-15,” Disclosure~~Company commenced cessation of ~~Uncertainties about an Entity’s Ability to Continue as~~all the professional MMA promotion operations and supporting functions including ASM and began a ~~Going Concern (Subtopic 205-40) (“Update 2014-15”), which requires management to assess a company’s ability to continue as a going concern~~plan of disposition. This action included the termination of all promotion 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.~~ support employees. As of June 30, 2018, all the MMA promotions were either disposed or ceased operations.

The Company ~~adopted this update in 2016 resulting in no impact on its consolidated~~has reported the results of operations and financial position ~~cash flows~~of the discontinued professional MMA business in discontinued operations within the condensed consolidated statements of operations and ~~disclosures.~~condensed consolidated balance sheets for all periods presented.

~~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~~results 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.discontinued operations were as follows:

In March 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation (Topic 718):” (“ASU 2016-09”). ASU 2016-09 identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards 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 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 adopted this update effective January 1, 2017.

In August 2016, 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 effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early 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.

In January 2017, the FASB issued ASU No. 2017-04, “Compensation – Retirement Benefits (Topic 715):” to simplify the measurement of goodwill by eliminating the Step 2 impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The new guidance requires an entity to compare the fair value of 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. 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.

In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805):” This ASU clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. For public entities, this ASU is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted for transactions for which the acquisition date occurs before the effective date 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 effective for the year ended December 31, 2016.

In January 2017, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350):” which removes Step 2 of the goodwill impairment test. Step 2 requires the assessment of fair value 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 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.

In May ~~2017,~~2018, the ~~FASB issued ASU 2017-09, “Compensation-Stock Compensation (Topic 718):” scope~~Company announced the cessation of ~~modification accounting (“ASU 2017-09”), which provides clarity regarding~~ the ~~applicability~~professional MMA promotion business. As part of ~~modification accounting in~~these actions, the Company defaulted on the lease obligation for the Cherry Hill, New Jersey office, refer to “Note 7 Commitments and contingencies”.

As part of the cessation of its professional MMA promotion business, the Company disposed of all long-lived fixed assets and realized a loss on disposal of approximately $223,000.

The Company sold all the professional MMA promotion businesses, with the exception of Victory, to the former business owners and terminated/settled existing employment agreements with these former AMMA employees. In relation to ~~share-based payment awards. Under~~ the ~~new guidance, modification accounting is required only if~~disposal of HFC, COGA, Shogun, V3, ITFS, and FCOC, the ~~fair value, the vesting conditions, or the classification~~Company disposed of the ~~award (as equity or liability) changes~~MMA assets, recorded a $15,000 receivable related to the sale of a business, incurred approximately $246,000 of additional liabilities related to severance payments to former employees, settled the $310,000 earn-out liability related to the Shogun acquisition with the issuance of 366,072 common stock options with a Black-Scholes value of $94,000, issued 30,000 common stock options to a promoter as severance, and agreed to issue 75,000 common stock options to a ~~result~~former employee in connection with termination. The Company realized a gain of approximately $160,000 related to the ~~change in terms or conditions. The effective date~~settlement of outstanding accounts payable and $273,000 related to settlement with a promoter of customer payments. Additionally, the Company has abandoned the Cherry Hill, New Jersey promotion office and recorded a $167,500 charge 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.remaining contractual lease payments.

The current assets, long-term assets, current liabilities and long-term liabilities of discontinued operations were as follows:

~~Depreciation expense for the three and nine months ended September 30, 2017 was $41,111 and $96,810, respectively.~~

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

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. 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~~six months ended ~~September~~June 30, 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, intangible assets, goodwill and ~~preliminary pro forma~~identifiable liabilities:

During the three months ended June 30, 2018, the Company recognized an impairment charge of the net intangible assets and ~~goodwill:~~goodwill and fully wrote off these assets.

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~~were to 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. 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 respective purchase agreement.

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:

In conjunction with the cessation of the MMA operations, the Company wrote off the residual intangible and tangible assets which is included as a component of discontinued operations – loss on disposal.

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. In conjunction with the settlement with the former owner of Fight Club OC, Roy Englebrecht, the shares held in escrow were released as part of the separation agreement. 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. 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 respective purchase agreement.

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:~~

The Company completed the first tranche of its IPO on September 30, 2016, and closed the acquisitions of the Initial Business Units and the Acquired Assets. The transactions were accounted for as business combinations and the results of operations of the Initial Business Units have been included in the Alliance MMA results since the date of acquisition.

The following table is a reconciliation of the preliminary purchase price allocation at September 30, 2016 to the final purchase price allocation based on the final fair value of the acquired assets and assumed liabilities at the acquisition date:

~~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.~~liabilities:

In conjunction with the ~~final purchase price allocation,~~cessation of the MMA operations, the Company ~~recognized a cumulative measurement period adjustment benefit of approximately $(551,687) related to~~wrote off the ~~adjustment to~~residual intangible ~~assets. This benefit is a reduction to amortization expense~~and tangible assets which is included ~~within General~~as a component of discontinued operations – loss on disposal.

Note 5. Goodwill and ~~Administrative expense~~Purchased Identifiable Intangible Assets

In May 2018, the Company ceased all professional MMA promotion operations and committed to an exit/disposal plan of the ~~Statement~~promotion businesses. In conjuction with the discontinued operations, $4,440,932 of Goodwill was classified as Long term assets - discontinued operations within the December 31, 2017, condensed consolidated balance sheet, which was disposed of during the second quarter 2018. Refer to “Note 3 Discontinued Operations ~~for~~".

During the three and ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2018, the Company recorded a goodwill impairment of $1.5 million within the Athlete Management Segment. The impairment was identified as part of Management’s review of impairment indicators. Accordingly, it was determined that the recoverable value of the reporting unit was less than the carrying value and therefore, an impairment loss was recorded.

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

During the three and six months ended June 30, 2018, the Company recorded an intangible impairment charge of $413,583 related to the write down of the ticketing software, trademark and brand, fighter contracts, promoter relationships and sponsor relationships acquired intangible assets from the CageTix and SuckerPunch business acquisitions.

The change in the carrying amounts of intangible assets for the six months ended June 30, 2018 is as follows:

Amortization expense for the three months ended ~~September~~June 30, 2018 and 2017, was $29,333 and ~~2016, was $382,374 less the cumulative measurement period adjustment benefit of $(551,687) or $(169,313), net and $0,~~$29,333, 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~~six months ended ~~September~~June 30, 2018 and 2017, was $58,667 and ~~2016, was $894,373~~$58,667, respectively.

In May 2018, the Company ceased all professional MMA promotion operations and ~~$0, respectively.~~committed to an exit/disposal plan of the promotion business. In conjunction with the discontinued operations, $2.4 million of intangible assets, net, were classified as long term assets - discontinued operations within the December 31, 2017, condensed consolidated balance sheet, which were disposed of during the second quarter 2018.

As of ~~September~~June 30, ~~2017, estimated amortization expense for~~2018, the ~~unamortized acquired~~balance of intangible assets ~~over the next five years and thereafter is as follows:~~was $0.

In December 2017, the Company issued a promissory note to 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.

In May 2018, the Company issued a promissory note to an individual for $90,000 of borrowings for operating capital. The note had a maturity of June 30, 2018 and was paid in full in June 2018, including interest of $625. The note was secured by our common shares in Round Table Creative, Inc., (d/b/a “SuckerPunch Entertainment”).

On May 9, 2018, the Company borrowed $200,000 from an individual pursuant to a promissory note. The note bears interest at 40% annually and initially matured on June 25, 2018. In June 2018, the note holder agreed to extend the maturity to December 31, 2018. Mr. Gamberale personally guaranteed the note and Mr. Gamberale and Mr. Tracy agreed to subordinate their existing notes to the repayment of this note.

On June 28, 2018, the Company entered into a Securities Purchase Agreement (“SPA”) with SCWorx Acquisition Corp. (“Purchaser”), under which the Company agreed to sell up to $1M in principal amount of convertible notes and Warrants to purchase up to 671,142 shares of common stock. The Note is convertible into shares of common stock at a conversion price of $0.3725 and the Warrants are exercisable for shares of common stock at an exercise price of $0.3725.

On June 29, 2018, the Company sold the Purchaser convertible notes in the principal amount of $500,000 and warrants to purchase 335,570 shares of common stock, for an aggregate purchase price of $500,000. The Note bears interest at 10% annually and matures on June 27, 2019. The Purchaser has agreed in the SPA to fund (i) a second tranche of $250,000 upon the signing of a merger agreement with the Purchaser and (ii) a third tranche of $250,000 upon mutual agreement of the Purchaser and Company. Refer to Note 11~~Pro Forma Results~~- Subsequent Events.

~~The combined pro forma net revenue and net loss~~Repayment of the note is subject to acceleration in certain circumstances. In the event of a default under the Note, the Company ~~as if Initial Business Units were acquired~~is required to pay an amount equal to 110% of all amounts due under the Note. Negative covenants in ~~January 1, 2016 are (in 000’s):~~

~~Significant adjustments~~the Note include restrictions on incurring additional indebtedness and sales of assets without approval of the outside directors. The note may be prepaid at any time following issuance, subject to ~~expenses~~payment of a variable premium ranging between 10% (redemption within 90 days of issuance) and 20% (redemption after 90 days). If the Company enters into a merger/acquisition transaction or change of control transaction with a party other than the Purchaser, then the Purchaser shall have the option to have the outstanding Notes and Warrants redeemed for ~~the three months ended September 30, 2016 include $420,000~~an amount of ~~amortization of acquired intangible assets.~~ cash equal to their “Black Scholes Value.”

~~Significant adjustments~~TheCompany applied a portion of the proceeds of the $500,000 note to ~~expenses for~~repay the ~~nine months ended September~~ aforementioned $90,000 promissory note. Accordingly, the lien on the capital stock of SuckerPunch Entertainment has been released and the Company now owns that capital stock free and clear of all liens.

As of June 30, ~~2016 include $1,127,000~~2018, the Company received $554,375 under the agreement, of ~~amortization of acquired intangible assets, and $311,000 professional fees attributable to consulting fees related~~which $54,375 was remitted back to the ~~acquisitions.~~purchaser in July 2018 as it was erroneously funded.

On April 10, 2018, the Company borrowed a total of $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 12% annually and mature May 21, 2018. Mr. Gamberale personally guaranteed Mr. Tracy’s Note.

On May 21, 2018 Mr. Gamberale agreed to extend the maturity to August 31, 2018. The repayment of this note is subordinate to the $200,000 promissory note of May 9, 2018. In July 2018, Mr. Gamberale agreed to convert his note to common shares (at a rate of $.3725 per share) and warrants (25% warrant coverage with an exercise price of $.3725 per share) (same terms as the SCWorx investment).

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~~comprised of 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~~originally expired on June 30, 2019. In June 2018, the Company abandoned the facility and on June 21, 2018 the sub-landlord filed suit against the Company for non-payment of rent. Currently the Company is in negotiations to settle the remaining payments due under the leases and has accrued the remaining amount due of $167,475, at June 30, 2018, within current liabilities - discontinued operations of the condensed consolidated balance sheet.

With the acquisition of ~~Fight Club OC,~~FCOC, the Company assumed a lease for office space in Orange County, California. The lease originally expires in September 2018. In conjunction with the discontinued operations the Company agreed to sell Fight Club OC to the former owner Roy Englebrecht which included the Orange County, California office lease.

Lease expense for the Cherry Hill, New Jersey and Orange County, CA facilities is included as a component of discontinued operation - general and administrative expense.

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

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

~~Rent expense~~In conjunction with the stock offering completed in January 2018, the Company issued warrants with a provision requiring the Company to pay the warrant holder the Black - Scholes value of the warrant upon a fundamental transaction. On August 20, 2018, the Company entered into a stock Exchange Agreement with SC Work Corp. which upon closing will qualify as a fundamental transaction within the warrant agreement. For illustration purposes only, if the stock price at closing was ~~$87,000~~$0.67, the Black - Scholes value world approximate $0.53 per share based upon todays volatility and ~~$0 for the nine months ended September~~risk-free interest rate. As of August 30, ~~2017 and 2016, respectively.~~2018, there were 1,742,250 warrants outstanding which are subject to this Black – Scholes payout provision.

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, subject to our payment of a deductible of $250,000, of which approximately $103,000 is included within accounts payable. The complaint is scheduled for final dismissal in October 2018.

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~~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.

In June 2018, the landlord of our Cherry Hill, New Jersey office filed suit against ~~it.~~the Company for non-payment of rent. Currently the Company is in negotiations to settle the remaining payments due under the lease. The Company recorded $167,000 of expense related to the lease within discontinued operations - general and administrative for the cost of the remaining payments under the lease agreement. This amount is accrued for at June 30, 2018 within the current liabilities - discontinued operations balance.

In June 2018, the Company’s former President, Robert Haydak, filed suit against the Company. The Company and Mr. Haydak resolved the suit effective July 2018 with the Company agreeing on a cash settlement of $50,000, and delivery of certain MMA promotion fixed assets. The Company has accrued the settlement as of June 30, 2018 which is included within discontinued operations - general and administrative expense and current liabilities - discontinued operations balance.

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~~In conjunction with the cessation of the professional MMA promotions, the Company sold the Shogun promotion to ~~provisions as defined in~~ the ~~related Asset Purchase Agreement. Additionally,~~former owner and settled the earn out liability ~~will be settled~~ with the issuance of ~~approximately 141,000 shares~~366,072 options with an exercise price of ~~Alliance MMA common stock~~$0.35 per option and ~~will be remeasured each reporting period until the shares are issued.~~Black-Scholes value of $94,000.

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 secondary 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 original exercise price of $1.10 per share.

The warrants have a price provision (“ratchet”) in cases where the Company sells common stock or settles liabilities with equity. During June, July and August, the Company completed qualifying transactions under the SCWorx note resulting in the warrant exercise price being adjusted to $0.31 in June and $0.29, the floor exercise price, in July. Based upon ASU 2017-11, the decrease in the exercise price of the warrant has been fair valued at approximately $190,000 and accounted for as a non-cash dividend within the condensed consolidated balance sheet. The warrant also has a provision requiring the Company to pay the warrant holders the Black-Scholes value of the warrant upon consummation of a fundamental transaction. On August 20, 2018, the Company entered a stock exchange agreement with SCWorx which, upon closing, meets this definition.

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.

~~Note 6. Stockholders’ Equity~~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 half a share of common stock, 195,000 shares in total, at an exercise price of $1.75 per share.

The warrant issued with the October common stock placement included a ratchet provision for cases where the Company sells common stock or settles liabilities with equity. The Company completed a transaction which resulted in the warrant exercise price being adjusted to $1.10. Based upon ASU 2017-11, the decrease in the exercise price of the warrant has been fair valued at approximately $10,000 and accounted for as a non-cash dividend within the condensed consolidated balance sheet.

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.~~issuance.

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 had a term of ten years, an exercise price of $4.50, and a grant date fair value of $364,326, and vested one third of the shares on the one year anniversary of the grant date and one third annually thereafter. The Company recognized $61,000 of stock-based compensation expense during the six months ended June 30, 2018. On June 6, 2018, the Company cancelled the original stock option grant and issued a new stock option grant to acquire 200,000 shares of the Company’s common stock. The stock option has a term of five years, an exercise price of $0.36, was vested upon grant, and had a grant date fair value of $42,000. The Company determined the fair value of the stock option using the Black - Scholes model.

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. In February 2018, Mr. Byrne was terminated, and in May 2018, the Company entered a separation agreement for $25,000 and agreed to cancel Mr. Byrne’s existing stock option grant and issue a new award. On June 27, 2018, the Company issued a stock option grant outside the 2016 Equity Incentive Plan to acquire 100,000 shares of the Company’s common stock. The stock option has a term of 5 years, an exercise price of $0.31 per share, was vested upon grant, and had a grant date fair value of $17,000. The Company determined the fair value of the stock option using the Black- Scholes model.

On May 25, 2018, the Company commenced the cessation of the professional MMA promotion business. In relation to the disposal of the Iron Tiger Fight Series promotion, the Company awarded the former owner, Scott Sheeley, a stock option grant to acquire 30,000 shares of the Company’s common stock. The stock option has a term of five years, and on exercise price of $0.35 and a Black - scholes value of $7,674, which is included as a component of discontinued operations - general and administrative expense.

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.

In May 2018, in conjunction with the cessation of the professional MMA business, three of the employees were terminated, and 100,000 unvested options were returned to the plan. The Company recognized $21,000 and $62,000 of stock-based compensation expense during the six months ended June 30, 2018 and 2017, respectively. The Company recognized a net benefit of ($10,400) from the forfeiture of stock options during the three months ended June 30, 2018 and $31,100 of expense for the three months ended June 30, 2017.

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 authorized a stock option grant to Robert Mazzeo, CEO and Ira Rainess EVP of Business Affairs. 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 the date of this report the option agreements had not been issued.

On May 25, 2018, the Company commenced cessation of the professional MMA promotion business. In relation to the disposal of the Shogun promotion, the Company awarded the former owner, John Rallo, a stock option grant to acquire 366,072 shares of the Company’s common stock. The stock option was vested upon grant, has a term of five years, an exercise price of $0.35 and a Black-Scholes value of $94,000. The option award was issued as settlement of the $310,000 earn-out, the Company realized a gain of $216,000, which is included as a component of discontinued operations - general and administrative expense.

On June 6, 2018, the Company awarded Joe Gamberale, the Company’s board member, a stock option grant to acquire 150,000 shares of the Company’s common stock. The option has a term of five years, an exercise price of $0.36, and a grant date fair value of $38,000, and was fully-vested upon grant. The Company determined the fair value of the stock option using the Black-Scholes model.

On June 6, 2018, the Company awarded Joel Tracy, the Company’s board member, a stock option grant to acquire 150,000 shares of the Company’s common stock. The option has a term of five years, an exercise price of $0.36, and a grant date fair value of $38,000, and was fully-vested upon grant. The Company determined the fair value of the stock option using the Black-Scholes model.

On June 6, 2018, the Company awarded Burt Watson, the Company’s board member, a stock option grant to acquire 150,000 shares of the Company’s common stock. The option has a term of five years, an exercise price of $0.36, and a grant date fair value of $38,000, and was fully-vested upon grant. The Company determined the fair value of the stock option using the Black-Scholes model.

On June 6, 2018, the Company awarded Burt Watson, the Company’s Vice President of Operations, a stock option grant to acquire 75,000 shares of the Company’s common stock. The option has a term of five years, an exercise price of $.036, and a grant date fair value of $19,100, and was fully-vested upon grant. The Company determined the fair value of the stock option using the Black-Scholes model.

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 Company determined the fair value of the warrant to be $169,000 which was expensed in the second quarter 2017. The Company determined the fair value of the warrant using the Black-Scholes model.

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 ~~recognized stock-based compensation expense~~an exercise price of ~~$169,401~~$1.10, term of five years and was vested upon grant. The service agreement allowed National to earn up to 300,000 additional warrants, each with an exercise price of $1.10 and five-year term, based upon achieving certain designated milestones. The Company is in negotiations to terminate the agreement. The Company determined the fair value of the warrant to be $38,000 which was expensed in the first quarter 2018. The Company determined the fair value of the warrant using the Black-Scholes model.

On April 11, 2018, the Company entered into a service agreement with a consultant, 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. The Company determined the fair value of the warrant using the Black-Scholes model and determined the value to be $25,580, which was expensed during the ~~three months ended June 30, 2017 as the vendor is not required to perform future services to earn the warrant and the vesting provisions are only time based.~~second quarter 2018.

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~~June 30, ~~2017~~2018 are:

As of ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, the total unrecognized expense for unvested stock options, net of expected forfeitures, was approximately ~~$642,694~~$220,000 and ~~$0, respectively, which~~$668,000, respectively. None of the unrecognized expense is ~~expected~~related to ~~be amortized on a weighted-average basis over a period of three years.~~our discontinued operations.

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

Stock-based compensation expense included in discontinued operations for the three and six months ended June 30, 2018 and 2017 is as follows:

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

	Three Months Ended				Nine Months Ended				Three Months Ended June 30,				Six Months Ended June 30,
	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016		2018		2017		2018		2017
Employee stock options	$	78,510	$	—	$	470,087	$	—	$	202,581	$	61,476	$	270,719	$	122,952
Warrants		—		—		169,401		—		25,580		169,401		63,580		169,401
Common stock		148,500		—		148,500		—		-		-		-		-
	$	227,010	$	—	$	787,988	$	—	$	228,161	$	230,877	$	334,299	$	292,353

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 from continuing operations per share and net loss per share for the periods presented:

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:

Beginning in the fourth quarter of 2017, the Company began reporting its financial results within two reportable segments: (1) Ticket Services and (2) 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 Financial Officer is the Chief Operating Decision Maker (“CODM”) as defined by the authoritative guidance on segment reporting. The Ticket Services segment includes the ticketing services business of CageTix. The Ticketing Services segment provides event ticket services to third parties promotions. The Athlete Management Segment includes the acquired athlete management business of SuckerPunch, which provides athlete management services to professional MMA fighters.

The ~~Company recorded no~~following table sets forth the Company’s segment revenue, operating expenses and operating (loss) / income ~~tax provision~~ for the ~~nine months ended September 30, 2017~~periods indicated:

Revenue is derived from customers within the United States and ~~2016, as the Company has incurred losses for these~~it is expected to continue to be a significant portion of revenue in future periods. Operating segments do not record inter-segment revenue.

~~Income taxes are provided for the tax effects~~As of ~~transactions reported~~June 30, 2018, all assets were held in the ~~consolidated financial statements~~United States. The CODM does not evaluate operating segments using discrete asset information and ~~consist of taxes currently due. Deferred taxes relate to differences between the basis of~~we do not identify or allocate 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.by operating segments.

In ~~November 2017,~~June 2018, the Company’s former President, Robert Haydak, filed suit against the Company. The Company and Mr. Haydak resolved the suit effective July 2018 with the Company ~~completed~~agreeing on a ~~private placement~~cash settlement of ~~390,000 units at $1.25 per unit for approximately $488,000 in aggregate. Each unit consists~~$50,000 and delivery of ~~one restricted share~~certain MMA promotion fixed assets. The Company has accrued the settlement as of ~~AMMA~~June 30, 2018 which is included within discontinued operations - general and administrative expense.

On July 5, 2018, Joe Gamberale, a director of the Company, agreed to convert $150,000 of Company debt into 402,685 shares of common stock and ~~a warrant~~warrants to ~~acquire one-half share~~purchase 100,671 shares of common stock at an exercise price of ~~$1.75 per whole share.~~$0.3725 (the same basic terms as the SCWorx investment outlined above (a conversion rate and exercise price of $0.3725, with the same warrant coverage).

In ~~October 2017~~July 2018, the Company engaged a ~~purported stockholders’ derivative claim~~valuation expert to complete valuation procedures of behalf of management and the Board with a cost of $100,000.

In July 2018, the Company entered a settlement agreement, effective as of May 31, 2018, with a former employee, in relation to the termination of his employment. The Company agreed to pay the former employee $129,800 and issue a fully vested stock option grant dated July 30, 2018 for 75,000 common shares with a life of 5 years and exercise price of $0.20.

Pursuant to the SCWorx SPA, on July 31, 2018, the Company sold the Purchaser convertible notes in the principal amount of $60,000 and warrants to purchase 40,269 shares of common stock, for an aggregate purchase price of $60,000. The Note bears interest at 10% annually and matures on July 31, 2019. The warrant has an exercise price of $0.37525, term of five years and was ~~filed against~~vested upon grant.

On August 20, 2018, the Company entered into the Stock Exchange Agreement (SEA) with SCWorx Corp., a software as services (SAAS) company servicing the healthcare industry. Under the Agreement, the Company agreed to purchase from the SCWorx shareholders all the issued and outstanding capital stock of SCWorx, in exchange for which the Company agreed to issue at the closing that number of shares of Company common stock equal to the quotient of $50,000,000 divided by the closing price of the Company’s common stock upon the completion of the acquisition (subject to a cap of $0.67 per share).

Pursuant to the SCWorx SPA, on August 21, 2018, SCWorx funded $160,000 of the remaining $190,000 of the $250,000 tranche which was due upon execution of the Stock Exchange Agreement with SCWorx and issued warrants to purchase 127,517 shares of common stock. SCWorx has to date funded $720,000 of the aggregate $1 million contemplated by the SCWorx SPA. The warrant has an exercise price of $.3725, term of five years, and was vested upon grant.

Consummation of the transactions contemplated by the SEA is subject to satisfaction of a variety of conditions, including approval by the Company and ~~certain of its officers based~~SCWorx’ shareholders and the combined company meeting the listing qualifications for initial inclusion on the ~~same facts~~Nasdaq Stock Market.

Consequently, there is no assurance that the Company will be able to consummate the transactions contemplated by the SEA. If the Company completes the planned acquisition, management may dispose of the fighter management and ticketing businesses and focus on the SCWorx SAAS business, which is focused on streamlining the three core healthcare provider systems; Supply Chain, Financial and Clinical (EMR) enabling providers’ enterprise systems to work as ~~described~~one automated and seamless business management system.

SCWorx offers an advanced software solution for the management of health care providers’ foundational business applications, empowering its customers to significantly reduce costs, drive better clinical outcomes and enhance their revenue. SCWorx supports the interrelationship between the three core healthcare provider systems: Supply Chain, Financial and Clinical. This solution moves data from one application to another to drive supply cost reductions, optimize contracts, increase supply chain management (SCM) cost visibility and control rebates and contract administration fees.

In August 2018, the Company entered a separation agreement with a former employee in relation to an employment agreement. The Company agreed to pay the former employee $50,000 in exchange for terminating the employment agreement.

Subsequent to the announcement of the SCWorx acquisition, as of August 31, 2018 the Company has received warrant exercise notices resulting in the ~~class action complaints described in Note 1.~~issuance of 465,000 shares and gross proceeds of approximately $135,000.

As previously reported, the Company has not been in compliance with Nasdaq’s minimum bid price requirement of $1.00 per share, as set forth in Nasdaq Listing Rule 5550(a)(2), for continued listing on Nasdaq. On August 29, 2018, the Nasdaq officially notified the Company that it (i) did not meet the Nasdaq’s stockholder equity requirement of $2.5 million for continued listing, as set forth in Nasdaq Listing Rule 5550(b)(1), (ii) continues to not meet the Nasdaq’s minimum bid price requirement of $1.00 per share, for continued listing, as set forth in Nasdaq Listing Rule 5550(a)(2), and (iii) did not meet the Nasdaq periodic reporting requirement set forth in Nasdaq Listing Rule 5250(c)(1) because the Company had not as of August 29, 2018, filed this Quarterly Report on Form 10Q for the quarter ended June 30 ,2018.

As a result, per the Nasdaq Notice, the Company’s securities will be scheduled for delisting from The Nasdaq Capital Market and will be suspended at the opening of business on September 7, 2018, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market, unless the Company requests an appeal of the Nasdaq’s determination, which the Company intends to request. On August 30, 2018, the Company requested a hearing to appeal the Nasdaq’s delisting determination, which had the effect of staying the delisting during the pendency of the appeal.

However, since one of the bases for delisting set forth in the Nasdaq Notice is a delinquent periodic report, the request for an appeal stays the suspension of trading on Nasdaq for only 15 days, but the filing of the delinquent periodic report (this Quarterly Report on Form 10Q) cures this delinquency, with the effect being that the Company’s common stock should trade on Nasdaq and the delisting will be stayed during the pendency of the Company’s appeal to Nasdaq. Nevertheless, the Company also filed a request for an extended stay which, if granted, would stay the suspension of trading during the pendency of the appeal.

As noted above, the Company has noticed an appeal of the delisting determination to the Nasdaq and, in connection with such appeal, the Company intends to present to the Nasdaq the Company’s plan for meeting the Nasdaq’s original listing qualifications, in connection with the closing of the business combination of SCWorx. In order for the Company’s common stock to qualify for listing on the Nasdaq Stock Market following completion of the acquisition, the Company will be required to meet the Nasdaq’s listing standards for original listing (including among others its minimum bid price of $4 per share and minimum $5 million of stockholders’ equity).

The Company expects that, on a combined basis with SCWorx, it should be able to meet the Nasdaq’s requirements for original listing. If the Company does not prevail on appeal, the Company’s common stock would be delisted from the Nasdaq Stock Market, which would result in the failure of a closing condition to the SCWorx business combination, which, if not waived by SCWorx, would result in the termination of such transaction, which would have a material adverse effect on the Company.

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.

~~The Company was formed on February 12, 2015 to acquire companies in the~~Alliance MMA began its operations as a sports media company operating 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.~~name as well as under the trade names of the regional promoters we acquired. The fighters who participated in our MMA promotions were provided the opportunity to develop and showcase their talents for advancement to the next level of professional MMA competition. On May 25, 2018, the Board of Directors, along with management, committed the Company to an exit/disposal plan of the promotion business because it did not believe the business units were able generate sufficient operating cash flows to fund the ongoing operations. As of the date of this filing the Company has ~~acquired 12 businesses and hired the general manager and staff of Explosive Fight Promotions in Ohio, to form the operations of Alliance MMA. See Note 1~~~~– “Description of Business and Basis of Presentation~~~~” and Note 4 – “~~~~Acquisitions~~”disposed of the ~~Notes to Consolidated Financial Statements for additional information concerning the businesses acquired by the Company.~~following promotion businesses:

The Company is focused on operating its fighter management business, SuckerPunch Entertainment, and MMA ticketing platform, CageTix, along with completing the acquisition of SCWorx, pursuant to the SEA executed August 20, 2018.

As of the date of this filing, the Company owns the rights to the Victory promotion.

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 MMA industry. In addition to providing ticket services for our events, CageTix presently services many of the industry’s top U.S. mixed martial arts events.

The CageTix platform provides significant benefits to third party MMA 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.

As described elsewhere in this Report, on August 20, 2018, the Company entered into a Stock Exchange Agreement (SEA) with SCWorx Corp., a software as services (“SAAS”) company servicing the healthcare industry, under which the Company agreed to purchase from the SCWorx shareholders all the issued and outstanding capital stock of SCWorx, in exchange for which the Company agreed to issue at the closing that number of shares of Company common stock equal to the quotient of $50,000,000divided by the closing price of the Company’s common stock upon the completion of the acquisition (subject to a cap of $.67 per share). Consummation of the transactions contemplated by the SEA is subject to satisfaction of a variety of conditions, including approval by the Company and SCWorx’ shareholders and the combined company meeting the listing qualifications for initial inclusion on the Nasdaq Stock Market.

Consequently, there is no assurance that the Company will be able to consummate the transactions contemplated by the SEA. If the Company completes the planned acquisition, management may dispose of the fighter management and ticketing businesses and focus on the SCWorx SAAS business, which is focused on streamlining the three core healthcare provider systems; Supply Chain, Financial and Clinical (EMR) enabling providers’ enterprise systems to work as one automated and seamless business management system.

Results of Operations - Alliance MMA – 3 ~~Months Ended September~~months ended June 30, ~~2017~~2018

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 at the conclusion of the promotion. The majority 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 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, 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~~June 30, 2018 was $181,000. Revenue from ticket services totaled $25,000, and revenue from fighter-related commission was $156,000.

Revenue for the three months ended June 30, 2017 was ~~$1.05~~$359,000. Revenue from ticket services totaled $61,000 and revenue from fighter-related commission was $298,000.

The decrease in revenue is primarily related to our financial condition and limited working capital to support the businesses. Given our limited financial resources we expect revenue from these businesses to continue to decline.

General and administrative expenses decreased $188,000 to $1.1 million for the three months ended June 30, 2018 compared to $1.3 million for the same period in 2017. Salary and wages decreased $286,000 as we began to reduce executive head count in February 2018 with major head count reduction in May 2018. We expect salary and wage expenses to decline further due to headcount reductions implemented beginning in late May 2018. Insurance increased $53,000 as the Company adjusted for additional coverage for 2018. Travel expense increased $59,000.

Impairment expense increased $413,583 for the three months ended June 30, 2018, compared to $0 in the same period ~~2016~~of 2017, as we impaired the ~~Company had not yet commenced operations until~~intangible assets associated with the CageTix and SuckerPunch acquisitions.

Impairment – goodwill expense increased $1.5 million for the three months ended June 30, 2018, compared to $0 in the same period of 2017, as we impaired the goodwill associated with the SuckerPunch acquisition.

Professional and consulting expenses increased approximate $166,000 to $432,000 for the three months ended June 30, 2018 compared to $266,000 in the same period of 2017. The increased in these expenses was due primarily to an increase of $113,000 in accounting fees, $87,000 increase in legal fees offset by a $51,000 reduction in investor relation expense. We expect legal and accounting fees to continue to increase as we pursue the completion of ~~our IPO. During~~ the ~~third quarter 2017~~planned SCWorx acquisition transaction described elsewhere in this Report.

In May 2018, the Company ~~held 23 promotions resulting~~ceased all professional MMA operations to focus on our Athlete Management and Ticketing businesses. In connection with these activities we incurred $4.6 million of discontinued operations expenses and $956,000 in ~~$740,000~~2017 of ~~revenue. Net~~which $4.5 million and $0 were related to loss on disposal, and $515,000 and $0 were related to gain on disposal, respectively.

Our revenue is derived from ticket services ~~electronic content distribution~~from CageTix, and ~~video production~~from management commissions associated with fighter purses, personal brand sponsorships and ancillary activities from SuckerPunch.

Revenue for the six months ended June 30, 2018 was $488,000. Revenue from ticket services totaled ~~$59,000,~~$116,000, revenue from fighter-related commission was $347,000 and corporate sponsorship revenue was $25,000.

Revenue for the six months ended June 30, 2017 was $622,000. Revenue from ticket services totaled $120,000 and revenue from fighter-related commission was ~~$253,000. We expect revenues to increase as we continue to acquire MMA promotions~~$484,000 and ~~enhance the~~corporate sponsorship revenue ~~opportunities for our existing promotions and related businesses.~~ was $18,000.

~~Expenses~~The decrease in revenue is primarily related to our financial condition and limited working capital to support the businesses.

General and administrative expenses ~~increased~~decreased approximately ~~$1,395,000~~$130,000 to ~~$1,753,000~~$2.0 million for the ~~three~~six months ended ~~September~~June 30, ~~2017~~2018 compared to ~~$358,000~~$2.1 million in the same period of ~~2016. The third quarter 2016 General~~2017. Salary and ~~Administrative expenses were composed of expenses~~wages decreased $307,000 as we began to reduce executive head count in ~~preparation of~~February 2018 with major head count reduction in May 2018. Insurance increased $68,000 as the ~~Company’s IPO including $20,000 of stock~~Company adjusted for additional coverage for 2018. Stock based compensation increased $42,000 ofas the Company issued equity awards in 2018, IT supplies increased $36,000, travel increased $27,000 and other 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~~increased $51,000.

Impairment expense increased $413,583 for the ~~three~~six months ended ~~September~~June 30, 2018, compared to $0 in the same period of 2017, ~~reflect~~as we impaired the ~~integration~~intangible assets associated with the CageTix and ~~operation of the promotions we acquired during 2016 and 2017, and comprise primarily the following approximate expenditures:~~SuckerPunch acquisitions.

¹ ~~These expenses, totaling $409,000 represent non-cash charges.~~Impairment – goodwill expense increased $1.5 million for the six months ended June 30, 2018, compared to $0 in the same period of 2017, as we impaired the goodwill associated with the CageTix and SuckerPunch acquisitions.

Professional and consulting expenses ~~decreased by $20,000~~increased approximate $142,000 to $836,000 for the three months ended June 30, 2018 compared to $694,000 in the ~~quarter ended September 30, 2016,~~same period of 2017. The increased in these expenses was due primarily ~~as a result~~to an increase of ~~an decrease~~$52,000 in accounting fees, $12,000 increase in legal fees and a $56,000 increase in investor relation and SEC expenses. We expect legal and accounting fees to continue to increase as we pursue the completion of ~~$100,000 mainly~~the planned SCWorx acquisition transaction.

In May 2018, the Company ceased all professional MMA operations to focus on our Athlete Management and Ticketing businesses. In connection with these activities we incurred $8.0 million of discontinued operations expenses and $2.2 million in 2017 of which $7.3 million and $0 were related to ~~the acquisitions~~loss on disposal, and ~~evaluation of potential acquisitions~~$515,000 and ~~preparation for our IPO in 2016 not incurred in 2017. 2017 legal fees mainly relate~~$0 were related 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.~~gain on disposal, respectively.

~~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, and a convertible note financing provided by SCWorx. 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 be able to continue as a going concern so that we can complete the SCWorx acquisition 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~~$29.0 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.~~

~~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 for at least one year from the date of this report. We intend to fund the operating deficits through debt and or equity financings until such time as we ~~expect~~are able to complete the SCWorx acquisition and generate positive cash flows from operating activities. We cannot assure you we will be able to secure addition debt and or equity financing on commercially reasonable terms or at all or that we will be able to complete the SCWorx acquisition.

As of June 30, 2018, our ~~recent~~cash balance was $456,000 which consists primarily of cash on deposit with banks. As of the filing of this report, we had virtually no cash on hand. During the second quarter of 2018, our principal uses of cash consisted of paying off a note and ~~anticipated financings,~~paying for operating expenses and outstanding payables. As noted above, we currently do not have sufficient capital resources to continue our operations, and thus we have an immediate and urgent need for additional capital.

The Company has entered into a number of negotiated settlements with vendors and former employees, which provide for payments upon the ~~continued implementation~~closing of ~~our business plan~~the SCWorx Acquisition. The aggregate amount owed under these settlement agreements payable upon closing of the SCWorx transaction is approximately $464,000 and the ~~expected increase in sponsorship revenue will provide sufficient liquidity~~issuance of 75,000 options with an exercise price of $0.20 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 in raising additional capital or the anticipated results of our operations.

As disclosed above, in conjunction with the stock offering completed in January 2018, the Company issued warrants with a provision requiring the Company to pay the warrant holder the Black - Scholes value of the warrant upon a fundamental transaction. On August 20, 2018, the Company entered into a stock Exchange Agreement with SCWorx which upon closing will qualify as a fundamental transaction within the warrant agreement. For illustration purposes only, if the stock price at closing was $0.67, the Black - Scholes value world approximate $0.53 per share based upon todays volatility and risk-free interest rate. As of the date hereof, there were 1,742,250 warrants outstanding which are subject to this Black – Scholes payout provision.

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. During the second quarter of 2018, the Company ceased the professional MMA operations and terminated all MMA promoters and support staff including ASM. As of the date of this filing, the Company has six employees focused on the Athlete Management and MMA Ticketing Platform.

Cash used in operating ~~our businesses~~activities was ~~approximately $4.2~~$2.5 million for the ~~nine~~six months ended ~~September~~June 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~~2018, mainly related to the ~~evaluation~~net loss of $12.4 million, an increase of $19,000 in accounts receivable, and ~~acquisition~~a decrease in prepaid and other assets of ~~additional businesses (which will be~~$46,000, partially offset by ~~the revenues provided by such acquisitions), we do not anticipate a material~~an increase in ~~quarterly cash expenditures during~~accounts payable of $97,000, non-cash stock based compensation expense of $334,000, non-cash amortization of $59,000, non-cash impairment of $1.9 million and loss from discontinued operations of $8.0 million.

Cash used in operating activities was $3.1 million for the ~~balance~~six months ended June 30, 2017, mainly related to the net loss of ~~2017 unless we begin~~$4.7 million, an increase in prepaids of $33,000, non-cash amortization of $314,000 related to ~~acquire businesses at~~amortization of acquired intangible assets, non-cash stock-based compensation of $561,000 related to various equity awards to employees and non-employees, partially offset by a ~~faster pace. We expect it to take approximately twelve months~~decrease in accounts receivable of $212,000, an increase in accounts payable of $289,000, and loss from ~~the date~~discontinued operations of ~~acquisition to integrate the operations and cost structure of a promotion or other business, and produce the intended improvement in profitability.~~$2.2 million.

Cash used in investing activities was ~~approximately $1.0 million~~$22,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~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 in discontinued operations of $22,000.

Cash used in investing activities was ~~$1.4 million~~$357,500 for the six months ended June 30, 2017, due primarily to the acquisitions of Sucker Punch. Cash used in ~~2016~~investing activities of discontinued operations was $404,000 related to the acquisition of the ~~Initial Business Units,~~Fight Time, NFC and ~~Initial Acquired assets.~~

Cash provided by financing activities was ~~$1.5~~$2.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, primarily related to a registered public offering of our securities, which provided $1.9 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. The Company signed two note agreements during the period, each for $150,000 with two of our Board members and one with a third party for $90,000. Additionally, through the date of this report, the Company sold an aggregate of $750,000 of convertible notes to the Purchaser pursuant to the SPA of which $720,000 has been funded and a promissory note for $200,000. This increase was offset by the repayment of our note payable of $300,000 and $90,000.

Cash provided by financing activities was ~~$7.4 million~~$0 for the ~~nine~~six months ended ~~September~~June 30, ~~2016, primarily related to the Company’s IPO.~~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~~notes to ~~Consolidated Financial Statements~~unaudited condensed consolidated financial statements for additional detail.

As of ~~September~~June 30, ~~2017,~~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~~six months ended ~~September~~June 30, ~~2017~~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~~ Refer to “Note 2—“2- Recent Accounting Pronouncements”of the ~~Notes~~notes to ~~Condensed Consolidated Financial Statements~~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 June 30, 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~~June 30, ~~2017,~~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 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 June 30, 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.~~complaints was filed against the directors of the 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.

~~We believe that these claims are without merit~~In June 2018, the landlord of our Cherry Hill, New Jersey office filed suit against the Company for non-payment of rent. Currently the Company is in negotiations to settle the remaining payments due under the lease.

In June 2018, the Company’s former President, Robert Haydak, filed suit against the Company. The Company and ~~intend to defend against them vigorously. Based~~Mr. Haydak resolved the suit effective July 2018 with the Company agreeing 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 cash settlement of ~~these cases. The~~$50,000 and delivery of certain MMA promotion fixed assets and the Company ~~maintain directors and officers insurance and~~ has ~~notified its insurance carrier~~accrued the settlement as of ~~the claims made against it.~~June 30, 2018.

~~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,~~In connection with the previously reported planned exit/disposal activities, the Company ~~received~~sold all the professional MMA promotion businesses, with the exception of Victory, to the former business owners and terminated/settled existing employment agreements with these former AMMA employees. In relation to the disposal of HFC, COGA, Shogun, V3, ITFS, and FCOC, the Company disposed of the MMA assets, recorded a ~~letter~~$15,000 receivable related to the sale of a business, incurred approximately $246,000 of liabilities related to severance payments to former employees, settled the $310,000 earn-out liability related to the Shogun acquisition with the issuance of 366,072 common stock options with a Black-Scholes value of $94,000, issued 30,000 common stock options to a promoter as severance, and agreed to issue 75,000 common stock options to a former employee in connection with termination. The Company realized a gain of approximately $160,000 related to the settlement of outstanding accounts payable and $273,000 related to settlement with a promoter of customer payments. Additionally, the Company has abandoned the Cherry Hill, New Jersey promotion office and recorded a $167,500 charge for the remaining contractual lease payments.

On August 20, 2018, the Company entered into the Stock Exchange Agreement (SEA) with SCWorx Corp., a software as services (SaaS) company servicing the healthcare industry. Under the Agreement, the Company agreed to purchase from ~~Nasdaq noting~~ the ~~vacancies created~~SCWorx shareholders all the issued and outstanding capital stock of SCWorx, in exchange for which the Company agreed to issue at the closing that number of shares of Company common stock equal to the quotient of $50,000,000divided by the closing price of the Company’s common stock upon the completion of the acquisition (subject to a cap of $.67 per share). Consummation of the transactions contemplated by the SEA is subject to satisfaction of a variety of conditions, including approval by the Company and SCWorx’ shareholders and the combined company meeting the listing qualifications for initial inclusion on the ~~Company’s Board~~Nasdaq Stock Market. Upon completion of ~~Directors, and~~the transaction, SCWorx’ management will take over management of the Company.

Pursuant to the SCWorx SPA, on or about August 20, 2018, SCWorx funded $160,000 of the ~~Audit and Compensation Committees thereof, created~~remaining $190,000 of the $250,000 tranche due upon execution of the SEA with SCWorx. SCWorx has to date funded $720,000 of the aggregate $1 million contemplated by the ~~departure~~SCWorx SPA.

As previously reported, the Company has not been in compliance with Nasdaq’s minimum bid price requirement of ~~Mark Shefts from~~$1.00 per share, as set forth in Nasdaq Listing Rule 5550(a)(2), for continued listing on Nasdaq. On August 29, 2018, the ~~Board~~Nasdaq officially notified the Company that it (i) did not meet the Nasdaq’s stockholder equity requirement of $2.5 million for continued listing, as set forth in Nasdaq Listing Rule 5550(b)(1), (ii) continues to not meet the Nasdaq’s minimum bid price requirement of $1.00 per share, for continued listing, as set forth in Nasdaq Listing Rule 5550(a)(2), and (iii) did not meet the Nasdaq periodic reporting requirement set forth in Nasdaq Listing Rule 5250(c)(1) because the Company had not as of August 29, 2018, filed this Quarterly Report on ~~October 24, 2017.~~ Form 10Q for the quarter ended June 30, 2018.

As a result, per the Nasdaq Notice, the Company’s securities will be scheduled for delisting from The Nasdaq Capital Market and will be suspended at the opening of ~~these vacancies,~~business on September 7, 2018, and a Form 25-NSE will be filed with the ~~Audit Committee currently has two independent members instead~~Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market, unless the Company requests an appeal of the ~~three independent members~~Nasdaq’s determination, which the Company intends to request. Om August 30, 2018, the Company requested a hearing to appeal the Nasdaq’s delisting determination, which had the effect of staying the delisting during the pendency of the appeal.

As noted above, the Company intends to appeal the delisting determination to the Nasdaq and, in connection with such appeal, present to the Nasdaq the Company’s plan for meeting the Nasdaq’s original listing qualifications, in connection with the closing of the business combination of SCWorx. In order for the Company’s common stock to qualify for listing on the Nasdaq Stock Market following completion of the acquisition, the Company will be required byto meet the Nasdaq’s listing standards for original listing (including among others its minimum bid price of $4 per share and minimum $5 million of stockholders’ equity).

The Company expects that, on a combined basis with SCWorx, it should be able to meet the ~~Compensation Committee has one independent member instead of the required two. In the letter, Nasdaq informed~~Nasdaq’s requirements for original listing. If the Company does not prevail on appeal, the Company’s common stock would be delisted from the Nasdaq Stock Market, which would result in the failure of a closing condition to the ~~applicable “cure period” during~~SCWorx business combination, which, if not waived by SCWorx, would result in the ~~Company must fill the outstanding vacancies on these committees, and that if the vacancies were not filled by the end~~termination of such ~~cure period,~~transaction, which would have a material adverse effect on the Company would be in violation of the Nasdaq’s listing requirements. The cure period for both vacancies is the earlier 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.Company.

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

		Page

PART I –- FINANCIAL INFORMATION		34

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

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

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

	Condensed Consolidated Statement of Changes in Stockholders’ (Deficit) Equity ~~– Nine Months Ended September~~for the six months ended June 30, ~~2017~~2018	56

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

	Notes to Condensed Consolidated Financial Statements	78

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1523

Item 3.	Quantitative and Qualitative Disclosures About Market Risk ~~(Not Applicable)~~	1928

Item 4.	Controls and Procedures	28

PART II - OTHER INFORMATION		29

Item 4.1.	~~Controls and Procedures~~Legal Proceedings	2029

~~PART II – OTHER INFORMATION~~	21

~~Item 1.~~	~~Legal Proceedings~~	21

Item 1A.	Risk Factors	2129

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds ~~(Not Applicable)~~	2129

Item 3.	Defaults Upon Senior Securities (Not Applicable)	21

Item 4.	Mine Safety Disclosures (Not Applicable)	21

Item 5.	Other Information ~~(Not Applicable)~~	2129

Item 6.	Exhibits	2230

	Signatures	2331

	·	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 both the athlete management and MMA ticket service industries;
	·	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; and it’s required that we have minimum capital of $2.5 million; standards we are not currently meeting;
	·	Our ability to secure sponsorships for fighters we manage;
	·	Our ability to keep pace with the extremely competitive market for athlete management;
	·	Our ability to attract and retain successful professional athlete management staff and executives;
	·	Our ability to increase brand awareness and market acceptance in the relevant geographic market and continue to sign new athletes;

	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

	June 30, 2018			December 31, 2017

ASSETS
Current assets:
Cash and cash equivalents	$	455,989		$	257,424
Accounts receivable, net		98,186			117,339
Prepaid and other assets		25,058			71,250
Current assets - discontinued operations		—			199,221
Total current assets		579,233			645,234

Intangible assets, net		—			472,250
Goodwill		—			1,522,605
Long-term assets - discontinued operations		—			7,115,239
TOTAL ASSETS	$	579,233		$	9,755,328
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	1,010,705		$	914,204
Notes payable - related party		300,000			—
Notes payable		754,375			300,000
Current liabilities - discontinued operations		413,766			382,702
Total current liabilities		2,478,846			1,596,906
Long-term liabilities - discontinued operations		—			23,943
TOTAL LIABILITIES		2,478,846			1,620,849

Commitments and contingencies

Stockholders' (deficit) equity:
Preferred stock, $.001 par value; 5,000,000 shares authorized at June 30, 2018 and December 31, 2017; no shares issued and outstanding		—			—
Common stock, $.001 par value; 45,000,000 shares authorized at June 30, 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		27,242,458			24,646,229
Accumulated deficit		(29,156,934	)		(16,524,413	)
TOTAL STOCKHOLDERS’ (DEFICIT) EQUITY		(1,899,613	)		8,134,479
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	579,233		$	9,755,328

	Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	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
Stock based compensation related to employee stock option grants		—		—		—		—		470,087		—			470,087
Issuance of common stock and warrant related to acquisition of SuckerPunch		—		—		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
Stock based compensation related to warrant issued for consulting services		—		—		—		—		169,401		—			169,401
Issuance of common stock related to acquisition of National Fighting Championships		—		—		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
Issuance of common stock related to acquisition of Sheffield video library		—		—		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
Issuance of common stock units related to private placement		—		—		1,478,761		1,479		1,523,521		—			1,525,000
Issuance of common stock related to acquisition of Victory Fighting Championship		—		—		267,891		268		642,670		—			642,938
Net loss		—		—		—		—		—		(7,135,962	)		(7,135,962	)
Balance—September 30, 2017		—	$	—		12,272,974	$	12,273	$	24,003,109	$	(11,681,812	)	$	12,333,570

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

	Three Months Ended						Six Months Ended
	June 30,			June			June 30,			June 30,
	2018			2017			2018			2017
Revenue, net	$	517,106		$	755,782		$	1,291,290		$	1,247,572
Cost of revenue		356,229			446,370			962,995			793,461
Gross margin		160,877			309,412			328,295			454,111
Operating expenses:
General and administrative		729,124			1,265,836			1,600,322			2,652,764
Professional and consulting fees		—			—			925			471
Other expense		—			56			—			455
Total operating expenses		729,124			1,265,892			1,601,247			2,653,690
Loss from operations		(568,247	)		(956,480	)		(1,272,952	)		(2,199,579	)
Gain on disposal		515,546			—			515,546			—
Loss on disposal		(4,521,288	)		—			(7,307,194	)		—
Loss before income tax benefit		(4,573,989	)		(956,480	)		(8,064,600	)		(2,199,579	)
Income tax benefit		—			—			23,943			—
Loss from discontinued operations	$	(4,573,989	)	$	(956,480	)	$	(8,040,657	)	$	(2,199,579	)

	June 30, 2018		December 31, 2017
Cash	$	—	$	90,772
Accounts receivable, net		—		101,195
Other receivables		—		7,254
Current assets - discontinued operations	$	—	$	199,221

	June 30, 2018		December 31, 2017

Accounts payable	$	—	$	11,022
Accrued liabilities		413,766		371,680
Current liabilities - discontinued operations	$	413,766	$	382,702

	June 30, 2018		December 31, 2017

Long-term deferred tax liability	$	—	$	23,943
Long-term liabilities - discontinued operations	$	—	$	23,943

	September 30,			December 31,
	2017			2016
Promotion equipment	$	83,185		$	31,393
Production equipment		110,245			61,209
Equipment, furniture and other		165,382			42,660
Total property and equipment		358,812			135,262
Less accumulated depreciation		(109,760	)		(12,950	)
Total property and equipment, net	$	249,052		$	122,312

		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

	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	$	1,522,605
Impairment – goodwill		(1,522,605	)
Balance as of June 30, 2018	$	—

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	$	472,250
Amortization		58,667
Impairment – intangibles		413,583
Balance as of June 30, 2018	$	—

		September 30, 2017						December 31, 2016
Intangible assets	Useful Life	Gross Assets		Accumulated Amortization		Net		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
Ticketing software	3 years		90,000		30,000		60,000		360,559		30,047		330,512
Trademark and brand	3 years		1,723,867		283,946		1,439,921		325,000		8,749		316,251
Fighter contracts	3 years		1,525,584		381,396		1,144,188		—		—		—
TV contract	2 years		200,000		—		200,000		—		—		—
Promoter relationships	6 years		310,000		51,668		258,332		—		—		—
Total intangible assets, gross		$	6,727,951	$	1,278,860	$	5,449,091	$	6,164,700	$	384,487	$	5,780,213

2017 (Remaining three months)	$	437,672
2018		1,750,688
2019		1,714,716
2020		736,695
2021		288,344
Thereafter		520,976
	$	5,449,091

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

	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
Balance at December 31, 2016		222,230	$	7.43		200,000	$	4.50
Granted		1,822,344		2.03		400,000		2.99
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

	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
Balance at December 31, 2017		2,239,574	$	2.54		725,000		$	3.15
Granted		2,742,820		0.38		1,221,072			0.35
Exercised		-		-		-			-
Cancelled/Forfeited		-		-		(400,000	)		4.03
Balance at June 30, 2018		4,982,394	$	1.33		1,546,072		$	0.71
Exercisable at June 30, 2018		4,982,394	$	1.33		1,462,739		$	0.38

	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
Stock options (exercise price $0.31 - $4.50 per share)		1,546,072		500,000		1,546,072		500,000
Warrants (exercise price $0.31 - $7.43)		4,646,824		565,813		4,646,824		565,813
Total common stock equivalents		6,192,896		1,065,813		6,192,896		1,065,813

	Three Months, Ended June 30, 2018
	Ticket Service			Athlete Management			Corporate			Total
Revenue	$	24,807		$	155,850		$	—		$	180,657
Operating expenses		37,575			176,274			3,321,420			3,535,269
Operating (loss)	$	(12,768	)	$	(20,424	)	$	(3,321,420	)	$	(3,354,612	)

	Six Months, Ended June 30, 2018
	Ticket Service		Athlete Management		Corporate			Total
Revenue	$	116,140	$	347,092	$	25,000		$	488,232
Operating expenses		78,553		302,143		4,499,400			4,880,096
Operating (loss)/income	$	37,587	$	44,949	$	(4,474,400	)	$	(4,391,864	)

	·	~~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

	6 Months Ended June 30,
	2018			2017
Consolidated Statements of Cash Flows Data:
Net cash used in operating activities	$	(2,479,961	)		$	(3,136,129	)
Net cash used in investing activities		(21,849	)			(761,262	)
Net cash provided by financing activities		2,700,375				—
Net increase/(decrease) in cash	$	198,565			$	(3,897,391	)

	Payments Due by Period
	Total		Remainder of 2018
Operating lease obligations	$	1,845	$	1,845

Exhibit No.		~~Exhibit Title~~Description

31.110.1		SCWorx Securities Purchase Agreement dated on or about June 29, 2018

10.2*		SCWorx Form of Convertible Promissory Note dated on or about June 29, 2018

10.3*		SCWorx Form of Warrant dated on or about June 29, 2018

10.4*		SCWorx Stock Exchange Agreement dated August 20, 2018

10.5*		CFFC Agreement with Michael Constantino dated May 31, 2018

10.6*		HFC Agreement with Danielle Vale dated May 31, 2018

10.7*		FCOC Agreement with Roy Englebrecht dated May 31, 2018

10.8*		COGA Agreement with Joe DeRobbio dated May 31, 2018

10.9*		V3 Agreement with Nick Harmeier dated May 31, 2018

10.10*		ITFS Agreement with Scott Sheeley dated May 31, 2018

10.11*		Shogun Agreement with John Rallo dated May 31, 2018

10.12*		Agreement with Robert Haydak and Maria Haydak dated July 18, 2018

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.

31.232.1 (1)		~~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*