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Flash Sports & Media (FLZH) flags survival risk after 93.8% Q2 revenue slide

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Flash Sports & Media Holdings, Inc. reported second quarter 2026 results that reflect a transition period around Season 6 of the Lanka Premier League. Reported revenue from continuing operations was $44,318, as most Season 6 franchise, sponsorship and production fees were billed in advance and recorded as $3.4 million of contract liabilities at June 30, 2026, with $3.7 million of deferred contract costs. The company expects to recognize substantially all of these amounts as revenue in the third quarter of 2026.

Total operating expenses were $6.5 million, including $3.7 million of non-cash amortization of intangibles, leading to a loss from operations of $6.5 million and a net loss of $8.0 million, or $(0.91) per share. On a pro forma basis, second quarter revenue declined 93.8% versus the prior year due to the shift of LPL Season 6 into the second half of 2026. At June 30, 2026, Flash reported $266.0 million in total assets, including $122.8 million of goodwill and $132.6 million of identifiable intangibles from the IPG merger, and stockholders’ equity of $191.9 million. Liquidity remains constrained, with cash of $2.4 million, a working capital deficiency of $63.6 million, an accumulated deficit of $136 million, and substantial doubt about the company’s ability to continue as a going concern disclosed in its Form 10-Q.

Positive

  • Season 6 revenues largely contracted: $3.4 million contract liabilities and $3.7 million deferred costs are expected to convert to revenue in Q3 2026.
  • Balance sheet strengthened by merger, with total stockholders’ equity of $191.9 million at June 30, 2026 versus a $45.2 million deficit at December 31, 2025.
  • Total assets increased to $266.0 million, including $122.8 million of goodwill and $132.6 million of identifiable intangibles from the IPG transaction, reflecting a completed purchase price allocation.
  • Management reports full satisfaction of certain legacy term and asset-based debt facilities and resolution of related legacy litigation, simplifying the capital structure.

Negative

  • Net loss widened to $8.0 million in Q2 2026 from $6.2 million in Q2 2025, a 29.5% increase in loss.
  • Pro forma Q2 2026 revenue of $44,000 declined 93.8% from $710,000 in Q2 2025 due to timing of LPL Season 6.
  • The company highlights substantial doubt about its ability to continue as a going concern, citing recurring losses, working capital deficiency and need for additional capital.
  • Liquidity is tight, with cash of $2.4 million, a working capital deficiency of $63.6 million, and an accumulated deficit of $136 million at June 30, 2026.
  • Current liabilities include $39.7 million of liabilities from discontinued legacy controlled environment agriculture operations, adding pressure on near-term resources.

Insights

Analyzing...

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Revenue, continuing operations Q2 2026 $44,318 Reported revenue from continuing operations for the quarter ended June 30, 2026
Pro forma revenue change 93.8% Decline in pro forma Q2 2026 revenue ($44,000) versus Q2 2025 ($710,000)
Net loss Q2 2026 $8,032,496 Net loss for the quarter ended June 30, 2026; loss widened 29.5% versus Q2 2025
Net loss per share Q2 2026 $(0.91) Basic and diluted net loss per share in Q2 2026, improved 91.4% vs $(10.64) in Q2 2025
Contract liabilities $3,378,745 Primarily Season 6 fees billed or received in advance at June 30, 2026
Deferred contract costs $3,715,500 Partial costs to deliver Season 6 recorded on the balance sheet at June 30, 2026
Cash balance $2,389,423 Cash at June 30, 2026, up from $10,644 at December 31, 2025
Working capital deficiency $63,600,000 Approximate working capital deficiency at June 30, 2026
contract liabilities financial
"had $3.4 million of contract liabilities, primarily representing franchise, sponsorship"
Contract liabilities are amounts a company has been paid in advance for goods or services it still owes to customers — think of them like gift cards or prepaid subscriptions the company must fulfill later. For investors, they show promised future work or deliveries that will turn into revenue over time, reveal cash already collected, and help assess whether a firm has a backlog of obligations that could affect future earnings and cash flow.
deferred contract costs financial
"partial cost of delivering it sits alongside as $3.7 million of deferred contract costs"
Costs a business pays now to win or fulfill a customer contract that it records as an asset and spreads out over the life of the contract instead of counting them all as an immediate expense. Think of it like paying an upfront fee to join a gym: the company treats that fee as an investment that will be earned back over time as the membership delivers revenue. Investors watch these balances because large or growing deferred contract costs can signal heavy upfront spending to grow sales, affect reported profits and cash-flow timing, and may need write-downs if customer relationships don’t pan out.
ASC 606 financial
"Under ASC 606, the Company recognizes franchise, sponsorship and media rights"
A U.S. accounting standard that sets consistent rules for when and how companies record revenue from contracts with customers, focusing on the transfer of promised goods or services. It matters to investors because it affects the timing and amount of reported sales and profit—like deciding whether a contractor can count payment when a job starts, progresses, or finishes—so it improves comparability and helps assess a company's true economic performance.
goodwill financial
"reflecting $122.8 million of goodwill and $132.6 million of net identifiable"
Goodwill is the extra value a buyer pays for a company above the measurable worth of its buildings, inventory and other tangible items, reflecting things like brand reputation, customer loyalty and expected future profits. Think of paying more for a café because of its famous name and regulars rather than its furniture alone. It matters to investors because changes in goodwill — for example a write-down if expected benefits don’t materialize — can reduce reported earnings and signal that past acquisitions aren’t delivering as hoped.
going concern financial
"including substantial doubt about the Company’s ability to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
Revenue from continuing operations $44,318 n/a; prior continuing operations not comparable due to merger
Pro forma revenue $44,000 vs $710,000 down 93.8% versus pro forma Q2 2025
Net loss $8,032,496 vs $6,204,144 loss widened 29.5% versus Q2 2025
Net loss per share $(0.91) vs $(10.64) per-share loss improved 91.4% versus Q2 2025
Contract liabilities $3,378,745 expected to be recognized largely as revenue in Q3 2026
Cash $2,389,423 increased from $10,644 at December 31, 2025

FAQ

What were Flash Sports & Media Holdings (FLZH) revenues for the second quarter of 2026?

Flash reported $44,318 in revenue from continuing operations for Q2 2026. Pro forma revenue was $44,000, down 93.8% from $710,000 in Q2 2025, mainly because Lanka Premier League Season 6 shifted into the second half of 2026.

How large was Flash Sports & Media Holdings (FLZH) net loss in Q2 2026?

Net loss for Q2 2026 was $8,032,496, or $(0.91) per basic and diluted share. This compares with a net loss of $6,204,144, or $(10.64) per share, in Q2 2025, with the share improvement driven by a larger share count.

How will Lanka Premier League Season 6 impact Flash Sports & Media Holdings (FLZH) revenue?

At June 30, 2026, Flash had $3.4 million in contract liabilities and $3.7 million in deferred contract costs for Season 6. The company expects to recognize substantially all of these amounts as revenue in the third quarter of 2026 as performance obligations are satisfied.

What is the liquidity position of Flash Sports & Media Holdings (FLZH) as of June 30, 2026?

Flash reported cash of $2.4 million, a working capital deficiency of $63.6 million, and an accumulated deficit of $136 million. Current liabilities include $39.7 million tied to discontinued legacy agriculture operations, and the company relies on equity and convertible debt financing.

How did the IPG merger affect Flash Sports & Media Holdings (FLZH) balance sheet?

Following the merger, total assets rose to $265,984,617 at June 30, 2026, from $331,947 at December 31, 2025. This reflects $122.8 million of goodwill and $132.6 million of identifiable intangibles, and stockholders’ equity improved to $191.9 million from a prior deficit.

Does Flash Sports & Media Holdings (FLZH) face going concern risks?

Yes. The company references disclosures indicating substantial doubt about its ability to continue as a going concern. Factors include recurring losses, a significant working capital deficiency, reliance on dilutive equity and convertible debt, and the need for additional capital to support operations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001706524 0001706524 2026-08-18 2026-08-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 18, 2026

 

FLASH SPORTS & MEDIA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39933   46-5158469
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

1140 Avenue of the Americas, Suite 1140

New York, New York 10036

(Address of principal executive offices, including zip code)

 

(720) 390-3880

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value per share   FLZH   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

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. ☐

 

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On August 18, 2026, Flash Sports & Media Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information contained in this Item 2.02, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Current Report on Form 8-K and Exhibit 99.1 contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, including statements regarding the expected timing and amount of revenue recognition for Lanka Premier League Season 6, the recoverability of deferred contract costs, and the Company’s liquidity and financing plans. These statements are subject to risks and uncertainties, including substantial doubt about the Company’s ability to continue as a going concern as disclosed in Note 3 to the unaudited condensed consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, the Company’s recurring losses and need for additional capital, its working capital deficiency, its reliance on dilutive equity and convertible debt financing, and the other factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and its subsequent filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date made, and the Company undertakes no obligation to update them except as required by law.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description   Filed / Furnished
99.1   Press Release of Flash Sports & Media Holdings, Inc. dated August 18, 2026   Furnished herewith
104   Cover Page Interactive Data File (formatted as Inline XBRL)   Filed herewith

 

1

 

 

SIGNATURES

 

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 hereunto duly authorized.

 

FLASH SPORTS & MEDIA HOLDINGS, INC.
   
Date: August 18, 2026 By: /s/ Bradley Nattrass
  Name: Bradley Nattrass
  Title: Chief Executive Officer

 

2

Exhibit 99.1

 

Flash (NASDAQ: FLZH) Reports $266 million in Total Assets and $2.4 million in Cash at Second Quarter-End; $3.4 million of LPL Season 6 Fees Billed in Advance

 

Second Quarter and First Half 2026 Highlights

 

Total stockholders’ equity of $191.9 million at June 30, 2026, compared with a stockholders’ deficit of $45.2 million at December 31, 2025.

 

Cash of $2.4 million at June 30, 2026, compared with $0.1 million at December 31, 2025. Financing activities generated $5.5 million of net cash during the first half of 2026.

 

$3.4 million of Lanka Premier League Season 6 franchise, sponsorship and production fees were billed in advance and recorded as contract liabilities at June 30, 2026. These amounts are in addition to revenue generated during the season and are expected to be recognized as revenue in the third quarter of 2026 as the season is delivered.

 

Legacy pre-merger business operations were classified entirely as discontinued operations. Loss from discontinued operations narrowed 90.1%, to $1 million for the first half of 2026 from $9.6 million for the first half of 2025.

 

 

 

NEW YORK, August 18th , 2026 – Flash Sports & Media Holdings, Inc. (“Flash”) (Nasdaq: FLZH), an owner and producer of professional T20 cricket properties, reported financial results for the second quarter ended June 30, 2026 and filed its Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

 

The second quarter was the first full quarter of operations following the February 17, 2026 merger, and the resulting consolidation of Innovative Production Group FZ, LLC (“IPG”), the exclusive Event Rights Partner for the Sri Lanka-based Lanka Premier League. It was a quarter of construction rather than harvest while the Company spent the period funding, staffing and contracting the sixth season of the Lanka Premier League, which began play in July 2026.

 

That timing is the single most important fact in these results. Under ASC 606, the Company recognizes franchise, sponsorship and media rights revenue as the season is delivered, not when it is sold or collected. While being delivered in the third quarter, season 6 was sold and partially collected in the second. The pre-booked revenue therefore sits on the June 30 balance sheet as a $3.4 million contract liability rather than on the income statement, and the partial cost of delivering it sits alongside as $3.7 million of deferred contract costs. Reported second quarter revenue of $0.1 million reflects production and technical services performed under the Sri Lanka Cricket Future Tours Program and does not include any Season 6 economics.

 

Revenue and Contracted Backlog

 

Revenue from continuing operations was $0.1 million for the second quarter of 2026, all of which was earned outside the United States. As the merger closed on February 17, 2026 and the legacy business is presented as discontinued operations, prior year continuing operations figures are not comparable. On a pro forma basis, as if the merger had occurred on January 1, 2025, revenue would have been $0.1 million for the second quarter of 2026 and $0.5 million for the first half, compared with $0.7 million and $2.3 million for the corresponding 2025 periods. The decline reflects the shift in the Lanka Premier League calendar, with Season 6 falling in the second half of 2026.

 

At June 30, 2026 the Company had $3.4 million of contract liabilities, primarily representing franchise, sponsorship and production fees billed or received in advance of Season 6 performance. The Company expects to recognize substantially all of these amounts as revenue during the third quarter of 2026 as the related Season 6 performance obligations are satisfied.

 

 

 

 

Costs and Net Loss

 

Total operating expenses were $6.5 million for the second quarter, consisting of $2.8 million of general and administrative expense and $3.7 million of non-cash amortization of intangible assets acquired in the merger. Loss from operations was $6.5 million.

 

Net loss was $8 million, or $(0.91) per basic and diluted share, compared with a net loss of $6.2 million, or $(10.64) per share, in the second quarter of 2025. The per share improvement reflects the substantially larger share count following the Series B conversion. Non-operating expense of $1.5 million included $2.5 million of interest expense, a $1.5 million non-cash loss on issuance of derivatives and a $2.4 million non-cash gain from the change in fair value of derivative liabilities. Amortization of acquired intangibles and derivative related charges are non-cash and together account for most of the reported loss.

 

Net cash used in operating activities of continuing operations was $3.5 million for the six months ended June 30, 2026, a period that includes the funding of Season 6 delivery costs.

 

Balance Sheet and Capital Structure

 

Total assets were $266 million at June 30, 2026, compared with $0.3 million at December 31, 2025, reflecting $122.8 million of goodwill and $132.6 million of net identifiable intangible assets recognized in the merger. The purchase price allocation was completed during the second quarter and is final. No goodwill impairment indicators were identified during the quarter.

 

Total stockholders’ equity was $191.9 million at June 30, 2026, compared with a deficit of $45.2 million at December 31, 2025.

 

During the quarter, the Company made significant progress reducing legacy obligations, including the full satisfaction of certain term and asset-based debt facilities. The Company also resolved related legacy litigation, further simplifying the balance sheet and corporate structure.

 

Selected Financial Data

 

(unaudited)

  Q2 2026   Q2 2025   Change  
Revenue, continuing operations  $44,318    n/a   n/a  
Pro forma revenue  $44,000   $710,000   (93.8) %
Total operating expenses  $6,528,254    n/a   n/a  
Loss from operations  $(6,483,936)   n/a   n/a  
Net loss  $(8,032,496)  $(6,204,144)  Loss widened 29.5 %
Net loss per share, basic and diluted  $(0.91)  $(10.64)  Improved 91.4 %

 

Balance sheet  June 30,
2026
   Dec. 31,
2025
   Change  
Cash  $2,389,423   $10,644   n/m  
Total assets  $265,984,617   $331,947   n/m  
Contract liabilities  $3,378,745   $0   n/m  
Deferred contract costs  $3,715,500   $0   n/m  
Total stockholders’ equity (deficit)  $191,903,391   $(45,165,234)  n/m  

 

n/a: continuing operations comparatives are not meaningful because the merger closed February 17, 2026 and the legacy business is presented as discontinued operations. n/m: not meaningful.

 

2

 

 

Liquidity

 

The Company had cash of $2.4 million, a working capital deficiency of $63.6 million, and an accumulated deficit of $136 million at June 30, 2026. Current liabilities include $39.7 million of liabilities of discontinued operations relating to the wind down of the legacy controlled environment agriculture business.

 

Management Commentary –

 

“We completed a successful Season 6 of the LPL earlier this month, and substantially all of the related revenue is expected to be recognized in the third quarter. During the second quarter, a significant portion of our franchise fees and sponsorship revenues was contracted and billed in advance, but could not yet be recognized as revenue because Season 6 had not been delivered. We also completed the second step of the merger, satisfied the Nasdaq change-of-control condition, retired several legacy debt obligations, and fully separated the legacy agriculture business from the operating company. As a result, we expect the third quarter to provide investors with a much clearer view of the operating performance and revenue-generating capability of the business,” said Bradley Nattrass, CEO of Flash.

 

About Flash Sports & Media Holdings, Inc.

 

Flash (Nasdaq: FLZH) is a cricket-focused sports and media company seeking to develop and commercialize cricket media, league-management, sponsorship, and related sports-entertainment opportunities. Through its relationship with IPG, Flash is focused on professional cricket properties, media and broadcast opportunities, sponsorships, league operations, and related commercial initiatives. The Company’s business plans remain subject to execution risks, market conditions, definitive agreements, third-party approvals, and the Company’s ability to finance, develop, and commercialize its sports and media initiatives. https://flashsportsandmedia.com   https://flashsm.com

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable federal securities laws. Forward-looking statements include, without limitation, statements regarding the Company’s expectations concerning the timing and amount of revenue expected to be recognized in connection with Season 6 of the Lanka Premier League (“LPL”); the satisfaction of performance obligations relating to franchise, sponsorship, production, media rights and other contracted amounts; the collection of amounts billed or otherwise due to the Company; the Company’s expected financial and operating performance in future periods; the revenue-generating capability and commercial performance of the Company’s business; the development, operation and commercialization of the LPL and other cricket, sports and media properties; the Company’s relationship with Innovative Production Group FZ, LLC and other strategic and commercial partners; the Company’s ability to generate revenues, obtain financing, maintain sufficient liquidity, satisfy or resolve legacy obligations, execute its business plan and maintain compliance with the applicable listing standards of The Nasdaq Stock Market LLC; and other statements regarding the Company’s expectations, plans, strategies, prospects and future financial or operating performance.

 

In particular, statements regarding the expected recognition during the third quarter of 2026 of amounts recorded as contract liabilities at June 30, 2026 are forward-looking statements. The timing and amount of revenue ultimately recognized may differ from current expectations based on the satisfaction of applicable performance obligations and other requirements under ASC 606.

 

3

 

 

Forward-looking statements may be identified by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “seek,” “should,” “will,” “would” and similar words or expressions, although not all forward-looking statements contain these identifying words. Forward-looking statements are not guarantees of future performance, events or results and involve known and unknown risks, uncertainties and assumptions that may cause actual results, performance, events or outcomes to differ materially from those expressed or implied by such forward-looking statements.

 

These risks and uncertainties include, without limitation, risks relating to the timing and satisfaction of performance obligations under the Company’s contracts; the timing and amount of revenue recognition under ASC 606; the collectability of amounts billed or otherwise due to the Company; the seasonal nature of cricket leagues and events; the Company’s ability to develop, finance, operate, commercialize and monetize cricket, sports, media, league-management, sponsorship, broadcast and related business lines; the Company’s dependence on third-party relationships, including relationships with IPG, cricket governing bodies, league operators, venues, broadcasters, sponsors, franchise owners, players and other commercial counterparties; the possibility that existing or contemplated relationships, arrangements, rights or opportunities may be terminated, delayed, modified, disputed or fail to produce expected results; the Company’s ability to obtain and maintain required governmental, regulatory, league, venue, governing-body, shareholder, exchange or other approvals, consents or authorizations; the possibility that anticipated franchise, sponsorship, media rights, broadcast, advertising, ticketing, licensing or other revenues may not materialize, may be delayed or may be less favorable than expected; the Company’s liquidity requirements and ability to raise additional capital on acceptable terms, or at all; the potential dilutive effects of future financing transactions; risks relating to the Company’s goodwill and other intangible assets; liabilities and other matters associated with the Company’s discontinued legacy operations; international business and regulatory risks; general economic, industry and capital markets conditions; volatility in the trading price and liquidity of the Company’s securities; the Company’s ability to maintain compliance with applicable Nasdaq listing standards; and the Company’s ability to comply with applicable SEC reporting, disclosure and internal control requirements.

 

Additional factors that could cause actual results to differ materially from those expressed or implied by forward-looking statements are described in the Company’s filings with the Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings made with the SEC. Forward-looking statements speak only as of the date of this press release. Except as required by applicable law, the Company undertakes no obligation to update, revise or supplement any forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

 

Investor Relations Contact

 

Investors@flashsm.com

 

Company Websites:

 

https://flashsportsandmedia.com

https://www.theipggroup.com

 

Company Handles:

 

Instagram: @flash_sportsmedia

TikTok: @flash_sportsandme

YouTube: @FlashSportsandMedia

Facebook: @FlashSportsandMedia

 

Source: Flash Sports & Media Holdings, Inc. (Nasdaq: FLZH)

 

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Filing Exhibits & Attachments

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