CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

          This Form 8-K and other reports we file from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to us or our management identify forward looking statements. Such statements reflect our current view with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the Filings) relating to our industry and our operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

          Although we believe that the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements and except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion should be read in conjunction with the exhibits attached to this Current Report on Form 8-K.

Section 1 – Registrant’s Business and Operations

Item 1.01 -Entry into a Material Definitive Agreement

          On January 11, 2010 International Fight League, Inc. (hereinafter referred to as “we,” “us,” “our,” or the “Company”) sold 730,941 shares of its Series A Convertible Preferred Stock (the “Preferred Stock”) to Insurance Marketing Solutions, LLC, a Florida limited liability corporation (hereinafter “IMS”) pursuant to the terms of a Series A Stock Purchase Agreement (the “Agreement”). C. Leo Smith (hereinafter “Smith”) is the sole and Managing Member of IMS. A copy of the Agreement is included as Exhibit 10.16 to this Current Report on Form 8-K and is incorporated herein by reference. All references to the Agreement and other exhibits to this Current Report are qualified, in their entirety, by the text of such exhibits.

          Pursuant to the terms of the Agreement, IMS acquired the shares of Preferred Stock in consideration of $100,000. IMS used personal funds provided by Smith to acquire the shares of Preferred Stock. Prior to the closing of the Agreement, the Company had an aggregate of 79,058,509 shares of common stock outstanding and no shares of preferred stock outstanding. Pursuant to the Certificate of Designation which authorizes the Preferred Stock as filed with the Secretary of Delaware (the “Certificate of Designation”), a copy of which is included as an exhibit to the Agreement, each share of Preferred Stock is convertible into 1,000 shares of the Company’s common stock and is entitled to 1,000 votes on all transactions submitted to the stockholders of the Company. In addition, in connection with any vote or written consent with respect to the election of Directors of the Company, the holders of record of the shares of the Preferred Stock, exclusively and as a separate class, shall be entitled to elect the majority of Directors of the Company. Accordingly the holders of the Preferred Stock possess control over the Company, as more fully disclosed in Item 5.01 below. In the event that all shares of the Preferred Stock were converted into shares of the Company’s Common stock, the Company would be required to issue an additional 730,941,000 shares of common stock to the Preferred Stock holders. However the Company does not have sufficient shares of authorized but unissued common stock available to issue such shares. Accordingly the Agreement further provided that the Company will use its best efforts to remedy such deficiency so that all shares of the Preferred Stock may be converted into shares of Common Stock in accordance with the terms of the Certificate of Designation as soon as practicable. As a condition of closing the Agreement, the former officers and directors of the Company, committed to use their best efforts to assist the Company, including executing all reasonably requested documents, in connection with the preparation and filing with the Securities and Exchange Commission of an Information Statement and/or Proxy Statement with respect to a proposed reverse split of the Company’s outstanding shares of common stock which is currently projected to be a 1 for 400 reverse split (which ratio is subject to change at the discretion of the Company’s new Board of Directors as disclosed in Item 5.02 below) in order to remedy the deficiency in the number of authorized by unissued shares of common stock available for issuance upon conversion of the Preferred Stock. The rights of the holders of the Preferred Stock to vote as a separate class to elect a majority of the Board of Directors of the Company shall terminate 30 days after the Company has sufficient shares of common stock available for issuance upon the conversion of all 730,941 shares of the Preferred Stock.