Minnesota Soccer Holdings

Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this offering. Some of the information contained in this discussion and analysis, including information regarding the strategy and plans for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

We are launching a Minnesota women's soccer team in the brand-new USL-W League. We will play our first matches in 2022.

We want a professional women's soccer team. Our goal is to launch this pre-professional team and take it to the highest levels of women's soccer.

Milestones

Minnesota Soccer Holdings, PBC was incorporated in the State of Minnesota in March 2021.

Since then, we have:

• This is a rare opportunity to become a legitimate owner of a soccer club in the US.
• Long-term growth of women's soccer
• 2 members of the board of directors will be elected by the community investors.
• Community investors will have a say in the branding of the new club.
• Partnership with leading Orthopedic group in the US.
• Co-Founder Andrea Yoch has over 20 years of sports experience.

Historical Results of Operations

Our company was organized in March 2021 and has limited operations upon which prospective investors may base an evaluation of its performance.

• Revenues & Gross Margin. For the period ended December 31, 2021, the Company had revenues of $42,667. Our gross margin was 61.92%.
• Assets. As of December 31, 2021, the Company had total assets of $973,891, including $901,987 in cash.
• Net Loss. The Company has had net losses of $129,922 for 2021.
• Liabilities. The Company's liabilities totaled $18,812 for 2021.

Related Party Transaction

Refer to Question 26 of this Form C for disclosure of all related party transactions.

Liquidity & Capital Resources

To-date, the company has been financed with $40,000 in equity.

We plan to use the proceeds as set forth in this Form C under "Use of Funds". We don’t have any other sources of capital in the immediate future.

We will likely require additional financing in excess of the proceeds from the Offering in order to perform operations over the lifetime of the Company. Except as otherwise described in this Form C, we do not have additional sources of capital other than the proceeds from the offering. Because of the complexities and uncertainties in establishing a new business strategy, it is not possible to adequately project whether the proceeds of this offering will be sufficient to enable us to implement our strategy. This complexity and uncertainty will be increased if less than the maximum amount of securities offered in this offering is sold. The Company intends to raise additional capital in the future from investors. Although capital may be available for early-stage companies, there is no guarantee that the Company will receive any investments from investors.

Runway & Short/Mid Term Expenses

Minnesota Soccer Holdings, PBC cash in hand is $846,289, as of March 2022. Over the last three months, revenues have averaged $88,595/month, cost of goods sold has averaged $43,673/month, and operational expenses have averaged $27,721/month, for an average net margin of $17,201 per month. Our intent is to be profitable in 35 months.

We are in the process of identifying office space and securing vendors for player housing, team transportation, and other in-season needs.

We're anticipating that merchandise sales will continue to be a substantial source of revenue in coming months. We will also have single-game sales that supplement the strong season ticket sales to date.

No. However, while start-up cost continue to exceed pre-season revenues, we are optimistic that the business model being developed will be self-sustaining by the end of our second season of competition.  Many expenses are one-time while ticket, merchandise, and sponsorship revenues will be ongoing.

Sponsorship revenue continues to be a strong source of funds as we have sold jersey, short, starting line-up and other sponsorships and secured in-kind support in exchange for brand placement