Description of Business and Basis of Presentation |
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Dec. 31, 2016 | |||||||||||||||||||||||
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| Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] |
Note 1. Description of Business and Basis of Presentation
Nature of Business
Alliance MMA, Inc. (“Alliance” or the “Company”) was formed in Delaware on February 12, 2015 to acquire companies in the mixed martial arts (“MMA”) industry. On September 30, 2016, Alliance acquired the assets and assumed certain liabilities of six companies, consisting of five promoters and a ticketing platform for MMA events. Alliance formed GFL Acquisition, Co., Inc. (“Acquisition Co”), a New York corporation, as a wholly-owned subsidiary of Alliance, on June 14, 2016, primarily to facilitate the acquisition and merger of the seventh company, Go Fight Net, Inc. which operates a video production and distribution business. The seven companies are referred to as the Target Companies for all periods prior to September 30, 2016 and as the Initial Business Units after such date. Initial Business Units Promotions
Ticket Solution
Video Production and Distribution
In addition to the acquisition of the Initial Business Units, Alliance acquired all rights in the existing MMA and kickboxing video libraries of Louis Neglia’s Martial Arts Karate, Inc. (“Louis Neglia”) related to the Louis Neglia’s Ring of Combat (“Ring of Combat”) and Louis Neglia’s Kickboxing events and shows, a right of first refusal to acquire the rights to all future Louis Neglia MMA and kickboxing events, and the MMA and video library of Hoss Promotions, LLC (“Hoss”) related to certain CFFC events. The video libraries are referred to as the Target Assets for all periods prior to September 30, 2016 and as the Acquired Assets after such date. Other Acquisition Iron Tiger Fight Series In addition to the acquisition of the Initial Business Units, on December 9, 2016, the Company acquired the Ohio-based MMA promotion business of Ohio Fitness and Martial Arts, LLC d/b/a Iron Tiger Fight Series (IT or “IT Fight Series”) for an aggregate consideration of $656,665, of which $150,000 was paid in cash and $506,665 was paid with the issuance of 133,333 shares of the Company’s common stock valued at $3.80 per share, the fair value of Alliance MMA common stock on December 9, 2016. In connection with the acquisition, Scott Sheeley, the sole owner of IT, placed 50,000 shares of the 133,333 shares of common stock issued as part of the purchase price into escrow to guarantee the financial performance of the IT MMA promotion business post-closing. Accordingly, in the event the gross profit of the IT Fight Series MMA promotion business is less than $107,143 in fiscal year 2017, all 50,000 shares will be forfeited. Initial Public Offering (“IPO”) Alliance completed the first tranche of its initial public offering on September 30, 2016, with the sale of 1,813,225 shares of common stock with net proceeds of $7,732,280, and closed the acquisitions of all the Initial Business Units and Acquired Assets. The Company closed the offering in October and sold an additional 409,083 shares with net proceeds of $1,168,908 and funded the acquisition of the Louis Neglia’s Ring of Combat portion of the Acquired Assets. With the completion of the IPO, the Company’s gross proceeds from the sale of 2,222,308 shares of common stock was $10,000,373 and $8,901,188, net of offering related costs. The combination of the Initial Business Units and Acquired Assets formed the operations of Alliance. The Company plans to acquire additional promotions over time to create a developmental league for professional MMA fighters and the premier feeder organization to the Ultimate Fighting Championship, (“UFC”), and other premier MMA promotions such as Bellator. The UFC is the sports largest mixed martial arts promotion company in the world and features the most top-ranked fighters. The combination of the acquired promotions will allow the Company to discover and cultivate the next generation of UFC and other premier MMA promotion champions, while at the same time create live original media content, attract an international fan base, and generate sponsorship revenue for the Company’s live MMA events and professional fighters. The Company incurred an aggregate accumulated deficit of $4,545,850 from inception to December 31, 2016. To fund the Company’s startup expenses, a loan agreement was entered into with a related party, Ivy Equity Investors, LLC, in February 2015 for up to an initial $500,000 of borrowings for startup expenses. In May 2016, the loan agreement was amended to permit up to $600,000 of borrowings for startup expenses and in July 2016 the loan agreement was amended again to permit up to $1,000,000 of borrowings. In connection with the completion of the IPO, $877,000 was paid to Ivy Equity Investors, LLC in settlement of the outstanding debt. For accounting and reporting purposes, Alliance has been identified as the accounting acquirer of each of the Initial Business Units. In addition, each of the Initial Business Units has been identified as an accounting co-predecessor to the Company.
Liquidity and Going Concern
Management believes that the revenue generated by the Initial Business Units, Iron Tiger Fight Series, and Acquired Assets, together with the net proceeds of the IPO, provide Alliance with sufficient capital to fund operations for 2017 and at least one year from the date of this report. and there is no longer significant doubt about Alliance MMA’s ability to continue as a going concern.
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| CFFC Promotions, LLC [Member] | |||||||||||||||||||||||
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| Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] |
Note 1 Description of Business and Basis of Presentation Nature of Business CFFC Promotions, LLC (“CFFC” or “the Company”) promotes mixed martial arts cage fighting in the New York, New Jersey and Pennsylvania tristate area. The Company was formed on January 28, 2014. On September 30, 2016 the Company sold certain assets and liabilities to Alliance MMA under the terms of an Asset Purchase Agreement for $235,000 and 470,000 shares of Alliance MMA common shares. Additionally, the Company may receive an additional $184,632 of contingent consideration, delivered in the form of 41,029 shares of Alliance MMA common stock, if certain financial results, as defined in the Asset Purchase Agreement, are realized. |
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| Hoosier Fight Club Promotions, LLC [Member] | |||||||||||||||||||||||
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| Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] |
Note 1 Description of Business
Nature of Business
Hoosier Fight Club Promotions, LLC was started in the State of Indiana on March 1, 2009. Hoosier Fight Club Promotions, LLC (HFC) continues to work towards rising above the status quo and taking local fight promotions to a higher level. HFC’s focus is on becoming the premier Mixed Martial Arts (MMA) promoter in Northwest Indiana and the Chicagoland markets. The Porter County Expo Center has become home to HFC. On September 30, 2016 the Company sold certain assets and liabilities to Alliance MMA under the terms of an Asset Purchase Agreement for $120,000 and 106,667 shares of Alliance MMA common shares. Additionally, the Company may receive an additional $60,170 of contingent consideration, delivered in the form of 13,371 shares of Alliance MMA common stock, if certain financial results, as defined in the Asset Purchase Agreement, are realized. |
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| PUNCH DRUNK, INC [Member] | |||||||||||||||||||||||
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Note 1 Description of Business Nature of Business Punch Drunk, Inc., also known as Combat Games MMA, was incorporated in the State of Washington on March 11, 2009. Punch Drunk, Inc. continues to work towards rising above the status quo and taking local fight promotions to a higher level. Punch Drunk, Inc.’s focus is on becoming the premier Mixed Martial Arts (MMA) promoter in northwest markets. On September 30, 2016 the Company sold certain assets and liabilities to Alliance MMA under the terms of an Asset Purchase Agreement for $80,000 and 75,556 shares of Alliance MMA common shares. Additionally, the Company may receive an additional $182,890 of contingent consideration, delivered in the form of 40,642 shares of Alliance MMA common stock, if certain financial results, as defined in the Asset Purchase Agreement, are realized. |
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| BANG TIME ENTERTAINMENT, LLC [Member] | |||||||||||||||||||||||
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Note 1 Description of Business Nature of Business Bang Time Entertainment, LLC DBA Shogun Fights (the Company) is a Maryland limited liability company. The Company operates as a promoter for mixed martial arts events in the Baltimore, Maryland area. The Company was found on June 4, 2009. On September 30, 2016 the Company sold certain assets and liabilities to Alliance MMA under the terms of an Asset Purchase Agreement for $250,000 and 111,111 shares of Alliance MMA common shares. Additionally, the Company may receive an additional $174,219 of contingent consideration, delivered in the form of 38,715 shares of Alliance MMA common stock, if certain financial results, as defined in the Asset Purchase Agreement, are realized. |
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| V3 Fights [Member] | |||||||||||||||||||||||
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| Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] |
Note 1 Description of Business
Nature of Business
V3, LLC (the “Company”) was founded in Memphis, TN as an amateur fighting circuit in 2009. The Company’s mission is to provide quality professional MMA events for fans across the mid-south whether it is live, on television, online, or pay per view. On September 30, 2016 the Company sold certain assets and liabilities to Alliance MMA under the terms of an Asset Purchase Agreement for $100,000 and 111,111 shares of Alliance MMA common shares. Additionally, the Company may receive an additional $38,862 of contingent consideration, delivered in the form of 8,636 shares of Alliance MMA common stock, if certain financial results, as defined in the Asset Purchase Agreement, are realized. |
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| Go Fight Net, Inc [Member] | |||||||||||||||||||||||
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| Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] |
Note 1 Description of Business
Nature of Business
Go Fight Net, Inc. (“GFL” or “the Company”) is a sports media company and brand focusing on the combat sports marketplace. The Company combines proprietary technology with content production and acquisition to deliver diverse and compelling content to a global audience. Our content is distributed globally in all broadcast mediums through our proprietary distribution platform via cable/satellite, internet, IPTV and mobile protocols. The Company was founded on May 26, 2010. On September 30, 2016 the Company sold all outstanding shares to Alliance MMA under the terms of a Merger Agreement for $450,000 and 419,753 shares of Alliance MMA common shares. |
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| Cagetix LLC [Member] | |||||||||||||||||||||||
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| Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] |
Note 1 Description of Business
Nature of Business
CageTix LLC allows fighters to sell consigned tickets online and have sales tracked for promoters. The Company is the first group sales service to focus specifically on Mixed Martial Arts and expanded in 2015 to additional combat sports. The Company was founded on May 11, 2011. On September 30, 2016 the Company sold certain assets and liabilities to Alliance MMA under the terms of an Asset Purchase Agreement for $150,000 and 38,889 shares of Alliance MMA common shares. Additionally, the Company may receive an additional $75,621 of contingent consideration, delivered in the form of 16,805 shares of Alliance MMA common stock, if certain financial results, as defined in the Asset Purchase Agreement, are realized. |