Slinger Bag Inc. Form S-1/A Filed 2022-01-27

Business Address2709 N ROLLING RDUNIT 138 NEW WINDSORNEW WINDSOR MD 21244(443) 407-7564

Mailing Address2709 N ROLLING RDUNIT 138 NEW WINDSORNEW WINDSOR MD 21244

SECURITIES AND EXCHANGE COMMISSION

FORM S-1/AGeneral form of registration statement for all companies including face-amount certificate

companies [amend]

Filing Date: 2022-01-27SEC Accession No. 0001493152-22-002421

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FILERSlinger Bag Inc.CIK:1674440| IRS No.: 611789640 | State of Incorp.:MD | Fiscal Year End: 0430Type: S-1/A | Act: 33 | File No.: 333-259384 | Film No.: 22563988SIC: 3949 Sporting & athletic goods, nec

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As filed with the Securities and Exchange Commission on January 27, 2022

Registration No. 333-259384

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/AAmendment No. 3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SLINGER BAG INC.(Exact name of registrant as specified in its charter)

Nevada 3949 61-1789640(State or other jurisdiction of

incorporation or organization)(Primary Standard IndustrialClassification Code Number)

(I.R.S. EmployerIdentification Number)

2709 N. Rolling Road, Suite 138Windsor Mill, MD 21244

(443) 407-7564(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Mike BallardieChief Executive Officer

2709 N. Rolling Road, Suite 138Windsor Mill, MD 21244

(443) 407-7564(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Joseph M. Lucosky, Esq.Lucosky Brookman LLP

101 Wood Avenue South, 5th FloorWoodbridge, New Jersey 08830

(732) 395-4400

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registrationstatement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the followingbox and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐



If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.

Large accelerated filer ☐ Accelerated filer ☐Non-accelerated filer ☐ Smaller reporting company ☒

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Securities to beRegistered

Number of shares of commonstock to beregistered (1)

ProposedMaximumOfferingPricePer Share(2)

ProposedMaximumAggregateOffering Price(1)(2)

Amount ofRegistrationFee (2)

Common Stock, par value$0.001 per share 16,400,001 $ 1.70 $ 27,880,002 $ 2,584.48

(1)Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), we are also registeringan indeterminate number of shares that may be issuable with respect to the shares being registered hereunder as a result of stocksplits, stock dividends, or similar transactions.

(2)The proposed maximum offering price per share was computed in accordance with Rule 457(c) promulgated under the SecuritiesAct, based upon the average of the bid and ask prices of shares of our common stock as reported on the OTC Markets on January14, 2022.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date untilthe registrant shall file a further amendment which specifically states that this registration statement shall thereafter becomeeffective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on suchdate as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until theregistration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offerto sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is notpermitted.

SUBJECT TO COMPLETION, DATED JANUARY 27, 2022

PROSPECTUS



Slinger Bag Inc.

16,400,001 Shares

Common Stock

The selling stockholders named in this prospectus may offer and sell, from time to time, in one or more offerings, up to16,400,001 shares of our common stock, par value $0.001 per share. The shares of our common stock may be sold by the sellingshareholders at prevailing market prices at the times of sale, prices related to the prevailing market prices or negotiated prices. The sharesof common stock may be offered by the selling shareholders to or through underwriters, dealers or other agents, directly to investors orthrough any other manner permitted by law, on a continued or delayed basis. See “Plan of Distribution” beginning on page 69 of thisprospectus.

We are not selling any shares of common stock in this offering, and we will not receive any proceeds from the sale of shares bythe selling stockholders. The registration of the securities covered by this prospectus does not necessarily mean that any of these securitieswill be offered or sold by the selling stockholders. The timing and amount of any sale is within the respective selling stockholders’ solediscretion, subject to certain restrictions. To the extent that any selling stockholder resells any securities, the selling stockholder may berequired to provide you with this prospectus identifying and containing specific information about the selling stockholder and the termsof the securities being offered.

Shares of our common stock are quoted on the OTCQB of the OTC Markets Group Inc. under the symbol “SLBG”. On January14, 2022, the closing price per share of our common stock as reported by OTC Markets Group Inc. was $1.74.

See “Risk Factors” beginning on page 12 of this prospectus for a discussion of risk factors that should be considered byprospective purchasers of the shares of common stock offered under this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is January 27, 2022.

TABLE OF CONTENTS

Page

About this Prospectus 3Cautionary Note regarding Forward-Looking Statements 3Prospectus Summary 4Risk Factor Summary 10Risk Factors 12Use of Proceeds 31Determination of Offering Price 32Market for our Common Stock and Related Stockholder Matters 33Management’s Discussion and Analysis of Financial Condition and Results of Operations 34Business 44Directors, Executive Officers and Corporate Governance 55Executive Compensation 59Certain Relationships and Related Party Transactions 60Security Ownership of Certain Beneficial Owners and Management 61Selling Stockholders 63Description of Capital Stock 66Plan of Distribution 69Shares Eligible for Future Sale 71Legal Matters 71



Experts 71Where You Can Find More Information 71Index to Consolidated Financial Statements F-1

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, usinga “shelf” registration process. Under this shelf registration process, the selling stockholders may, from time to time, offer and sell sharesof common stock offered under this prospectus.

We and the selling stockholders have not authorized anyone to provide any information or make any representationsother than those contained in this prospectus. We take no responsibility for, and can provide no assurance as to the reliabilityof, any other information that others may give you. This prospectus is an offer to sell only the shares of common stock offeredhereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information in this prospectus is currentonly as of its date.

The selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions whereoffers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus regardlessof the time of delivery of this prospectus or of any sale of the common stock. Neither the delivery of this prospectus, nor any sale madehereunder, will under any circumstances create any implication that there has been no change in our affairs since the date hereof or thatthe information contained herein is correct as of any time subsequent to the date of such information.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. Forward-looking statements give our current expectations or forecastsof future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Forward-looking statements involve risks and uncertainties and include statements regarding, among other things, our projected revenue growthand profitability, our growth strategies and opportunity, anticipated trends in our market and our anticipated needs for working capital.They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plans,” “potential,” “projects,”“continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend” or the negative of these words or other variationson these words or comparable terminology. These statements may be found under the sections entitled “Management’s Discussion andAnalysis of Financial Condition and Results of Operations” and “Business,” as well as in this prospectus generally. In particular, theseinclude statements relating to future actions, prospective products, market acceptance, future performance or results of current andanticipated products, sales efforts, expenses, and the outcome of contingencies such as legal proceedings and financial results.

Examples of forward-looking statements in this prospectus include, but are not limited to, our expectations regarding ourbusiness strategy, business prospects, operating results, operating expenses, working capital, liquidity and capital expenditurerequirements. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demandfor our products, the cost, terms and availability of components, pricing levels, the timing and cost of capital expenditures, competitiveconditions and general economic conditions. These statements are based on our management’s expectations, beliefs and assumptionsconcerning future events affecting us, which in turn are based on currently available information. These assumptions could proveinaccurate. Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, ourexpectations may prove to be incorrect.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee futureresults, levels of activity, performance or achievements. Should one or more of these risks or uncertainties materialize or should any ofthe assumptions made by our management prove incorrect, actual results may vary in material respects from those projected in theseforward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of the dateof this report. Except as required by law, we do not undertake to update or revise any of the forward-looking statements to conform thesestatements to actual results, whether as a result of new information, future events or otherwise.

We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible forus to predict all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor maycause actual results to differ materially from those contained in any forward-looking statement. The forward-looking statements in thisprospectus are based on assumptions management believes are reasonable. However, due to the uncertainties associated with forward-



looking statements, you should not place undue reliance on any forward-looking statements. Further, forward-looking statements speakonly as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to publicly update anyof them in light of new information, future events, or otherwise.

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PROSPECTUS SUMMARY

This summary highlights selected information appearing elsewhere in this prospectus. While this summary highlights what weconsider to be important information about us, you should carefully read this entire prospectus before investing in shares of ourcommon stock, especially the risks and other information we discuss under the headings “Risk Factors” and “Management’sDiscussion and Analysis of Financial Condition and Results of Operation” and our consolidated financial statements and relatednotes beginning on page F-1. Our fiscal year end is April 30 and our fiscal years ended April 30, 2021 and 2020 are sometimesreferred to herein as fiscal years 2020 and 2019, respectively. Some of the statements made in this prospectus discuss future eventsand developments, including our future strategy and our ability to generate revenue, income and cash flow. These forward-lookingstatements involve risks and uncertainties which could cause actual results to differ materially from those contemplated in theseforward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements”. Unless otherwise indicated or thecontext requires otherwise, the words “we,” “us,” “our”, the “Company,” “our Company,” and “Slinger Bag” refer to Slinger BagInc., a Nevada corporation, and our wholly owned subsidiaries, Foundation Sports Systems, LLC, Slinger Bag International (UK)Limited, Slinger Bag Canada Inc., Slinger Bag Ltd. and Slinger Bag Americas Inc., unless the context indicates otherwise.

Business Overview

Through its ownership of Slinger Bag Americas Inc. (“Slinger Bag Americas”) and Slinger Bag Ltd. (“SBL”), the Companyis focused on the ball sport market globally. We have developed and patented a highly portable and affordable ball launcher built intoan easy to transport wheeled trolley bag (the “Slinger Launcher”). The Slinger Launcher allows anyone to simply and easily controlthe speed, frequency and elevation of balls that are launched for practice, training and/or fitness purposes.

For the regular tennis player, the Slinger Launcher is much more than a tennis ball launcher. It also functions as a completetennis bag with ample room for racquets, shoes, towels, water bottles and other accessories and can charge mobile phones and otherdevices.

Tennis ball machines have been around since the 1950’s when they were introduced by Rene Lacoste. Improvements toperformance were made in the 1970’s when Prince started its tennis business on the back of its first product – Little Prince – whichwas a vacuum operated ball machine. In the 1990’s the first battery operated machines came to the market and since that time verylittle, if anything, has changed in the structure of ball machine products outside of added computerization. Typically, the machinesbeing marketed by traditional ball machine brands are large, cumbersome and awkward to operate. They are also very expensive –often well above U.S. $1,000. Up until today 99% of all tennis ball machines have sold to tennis facilities, with only a few being solddirectly to tennis playing consumers.

We intend to disrupt this traditional tennis market by creating a new ball machine category – called Slinger Launcher – andmarketing portable and affordable Slinger Launchers directly to avid, regular tennis players. Constructed within a wheeled trolleytennis bag, a Slinger Launcher weighs around 15kgs / 34lbs when empty. If stored with 72 balls inside the weight increases to 19kgs/ 42lbs. It can easily be stored in a car trunk, wheeled to the court and set up within minutes to use. The Slinger Launcher is poweredby a 6.6Ah Lithium battery that can last up to 3.5 hours of play depending on the settings being used and on frequency of use. SlingerLauncher’s convenience as a tennis bag combined with its ease of operation and overall performance as a tennis ball launcher is thebasis that the Company will target direct sales to these avid players.

While the initial brand focus is clearly on tennis, we are developing similar launchers to address other forms of tennis aroundthe globe that are either rapidly gaining new participants or are already well-established sports in their own right. These include,but are not limited to, Pickleball (USA), Soft Tennis (Japan), and Paddle Tennis (International markets) all of which are currently ineither development or testing and planned for introduction in calendar 2022.

On December 3, 2020, we signed an exclusive agreement with Flixsense Pty Limited d/b/a Gameface for the developmentof a tennis specific artificial intelligence (AI) application. We intend to introduce a market disrupting tennis app for players of allages and abilities. This app will provide a wide range of analytics and other services and include practice and tennis fitness drills and



activities, coaching tips and advice and a full suite of AI analytics. The Company will offer some services free of charge and willbuild a tiered subscription model for others. The app is expected to be ready to launch to the market in calendar 2022.

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In future years, we plan to enter new ball sport markets such as baseball, softball, and cricket, which are currently plannedfor introduction in calendar 2023.

Our manufacturing capacity was initially approximately 2,000 units per month, but with improvements and efficiencies inthe manufacturing processes across all vendor partners, the monthly production capacity rose to over 3,000 in the last fiscal quarterand current capacity is now over 5,000 units per month, which will support our future sales targets.

We deliver Slinger Launchers directly from the final assembly facility in Xiamen, China to customers either by directshipment from the port in China, or to third party logistics facilities in Columbia SC (U.S.) to support our US business, Belleville,Ontario, Canada, Rotterdam, The Netherlands to support smaller distributors in Canada, Europe, Middle East, Africa, and lastly toIsrael.

Recent Developments

Securities Purchase Agreement

On August 6, 2021, the Company consummated the closing (the “Closing”) of a private placement offering (the “Offering”)pursuant to the terms and conditions of that certain Securities Purchase Agreement, dated as of August 6, 2021 (the “PurchaseAgreement”), between the Company and certain accredited investors (the “Purchasers”). At the Closing, the Company sold to thePurchasers (i) 8% Senior Convertible Note (the “Notes”) in an aggregate principal amount of $11,000,000 and (ii) warrants (the“Warrants” and together with the Notes, the “Securities”) to purchase up to 7,333,334 shares of common stock of the Company(the “Warrant Shares”). The Company received an aggregate of $11,000,000 in gross proceeds from the Offering, before deductingoffering expenses and commissions.

The Company used the net proceeds from the sale of the Securities for working capital purposes and to pay 100% of theoutstanding principal amount and accrued interest through August 6, 2021 of the $2,000,000 secured term promissory note datedApril 15, 2021 that bore interest at the rate of 15% per annum (the “Loan”) to SB Invesco LLC, a Wyoming limited liability companyand not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than the Loan and the paymentof trade payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any CommonStock or Common Stock Equivalents (as defined in the Purchase Agreement), (c) for the settlement of any outstanding litigation,(d) in violation of FCPA or OFAC regulations or (e) to purchase or carry margin stock (as defined in Regulation U of the Boardof Governors of the United States Federal Reserve System) or to extend credit to others for the purpose of purchasing or carryingmargin stock.

In connection with the Closing, Spartan Capital Securities, LLC acted as the lead placement agent for the Offering andRevere Securities LLC served as co-placement agent for the Offering.

The Purchase Agreement contains customary representations, warranties and agreements of the Company and Purchasersand customary closing conditions, indemnification rights, and other obligations of the parties.

Notes

The Notes mature on August 6, 2022 (the “Maturity Date”) and bear interest at 8% per annum payable on each conversiondate (as to that principal amount then being converted), on each redemption date as well as mandatory redemption date (as to thatprincipal amount then being redeemed) and on the Maturity Date, in cash. The Notes are convertible into shares of the Company’scommon stock at any time following the date of issuance and prior to Mandatory Conversion (as defined in the Notes) at theconversion price equal to the lesser of: (i) $3.00, subject to adjustment set forth in the Notes and (ii) in the case of an uplist to theNASDAQ, the Uplist Conversion Price (as defined in the Notes) of the Company’s common stock during the 2 Trading Day (asdefined in the Notes) period after each conversion date; provided, however, that at any time from and after December 31, 2021 oran Event of Default (as defined in the Notes), the holder of the Notes may, by delivery of written notice to the Company, elect to



cause all, or any part, of the Notes to be converted, at any time thereafter, each an “Alternate Conversion”, pursuant to the Section4(f) of the Notes, all, or any part of, the then outstanding aggregate principal amount of this Notes into shares of Common Stock atthe Alternate Conversion price. The Notes rank pari passu with all other Notes now or thereafter issued under the terms set forth inthe Notes. The Notes contain certain price protection provisions providing for adjustment of the number of shares of common stockissuable upon conversion of the Notes in case of certain future dilutive events or stock-splits and dividends.

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Warrants

The Warrants are exercisable for five years from August 6, 2021, at an exercise price equal to the lesser of $3.00 or a 20%discount to the public offering price that a share of the Company’s common stock or unit (if units are offered) is offered to the publicresulting in the commencement of trading of the Company’s common stock on the NASDAQ, New York Stock Exchange or NYSEAmerican. The Warrants contain certain price protection provisions providing for adjustment of the amount of securities issuableupon exercise of the Warrants in case of certain future dilutive events or stock-splits and dividends.

Subsidiary Guarantee

The Company’s obligations under the Purchase Agreement and under the Notes are guaranteed by the Subsidiaries pursuantto a Subsidiary Guarantee, dated August 6, 2021 (the “Subsidiary Guarantee”) by and between Guarantors (as defined in theSubsidiary Guarantee) and the Purchasers. The Company’s obligations under the Notes are jointly and severally, unconditionally andirrevocably guaranteed by the Subsidiaries having that executed the Subsidiary Guarantee.

Registration Rights Agreement

The Purchase Agreement provides that the Company and the Purchasers shall enter into a registration rights agreement(the “Registration Rights Agreement”), providing for the registration of the shares of common stock issued and issuable pursuantto the terms of the Notes and the Warrants (collectively, “Registrable Securities”) without respect to any limitation or restrictionon the conversion of the Notes or exercise of Warrants. The Registration Rights Agreement provides that the Company shall file aregistration statement covering the shares underlying the Notes or Warrants with the Securities and Exchange Commission (“SEC”)and have the registration statement declared effective by the SEC within ninety (90) days of the Closing.

The Private Offering

The Securities were not registered for sale under the Securities Act of 1933, as amended (the “Securities Act”), and may notbe offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registrationrequirements. The issuance and sale of the Securities was made in reliance upon the exemption provided in Section 4(a)(2) of theSecurities Act and/or Rule 506(b) of Regulation D promulgated thereunder. No form of general solicitation or general advertising wasconducted in connection with the issuance. The Securities contain (or will contain, where applicable) restrictive legends preventingthe sale, transfer, or other disposition of such securities, unless registered under the Securities Act, or pursuant to an exemptiontherefrom.

Omnibus Amendment Agreement

On December 31, 2021, the Company entered into an Omnibus Amendment Agreement (the “Omnibus Agreement”) withcertain Note holders who are collectively holders of 67% or more of the Registrable Securities outstanding on August 6, 2021,amending each of (i) the Purchase Agreement and (ii) the Registration Rights Agreement. Simultaneously with the execution of theOmnibus Agreement, the Company issued to each Purchaser a Replacement Note (as defined below) in replacement of the Note heldprior to December 31, 2021 by such Note holder (each, an “Existing Note”).

The Purchase Agreement was amended to, among other things, (i) delete Exhibit A and replace it in its entirety with the 8%Senior Convertible Note (the “Replacement Note”) filed as Exhibit 10.2 to the Company’s current report on Form 8-K dated January5, 2021, (ii) add a new definition of “Inventory Financing”, (iii) amend Section 4.18 to add at the end of Section 4.18 before thefinal period “, it being agreed that the provisions of this Section 4.18 shall not apply to the Qualified Subsequent Financing expectedto occur after the date hereof”, (iv) delete Section 4.20 and replace it in its entirety with substantially the same text, including the



following after the period, replacing the period with a semicolon: “; provided that the provisions of this Section 4.20 shall not applyto (i) in respect of any Holder to the extent that such Holder is an investor or a purchaser of the securities offered pursuant suchSubsequent Financing, and (ii) with respect to an Inventory Financing.”, and (v) add a new Section 4.21 as follows: “4.21. Most-Favored Nation. So long as any of the Notes are outstanding, upon any issuance by the Company or any of its subsidiaries of anynew security, with any term that a majority of the holders of the outstanding Principal Amount of Notes, reasonably believe is morefavorable to the holder of such security or with a term in favor of the holder of such security that a majority of the holders of theoutstanding Principal Amount of Notes reasonably believe was not similarly provided to the Purchasers in the Notes, the Warrant, orunder this Agreement, then (i) the Company shall notify each Note holder of such additional or more favorable term within one (1)business day of the issuance or amendment (as applicable) of the respective security, and (ii) such term, at the option of a majority ofthe holders of the outstanding Principal Amount of Notes, shall become a part of the Transaction Documents (regardless of whetherthe Company complied with the notification provision of this Section). The types of terms contained in another security that maybe more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, prepaymentrate, conversion lookback periods, interest rates, and original issue discounts. If a majority of the holders of the outstanding PrincipalAmount of Notes elects to have the term become a part of the Transaction Documents, then the Company shall immediately deliveracknowledgment of such adjustment to the Note holder (the “Acknowledgment”) within one (1) business day of Company’s receiptof request from Investor (the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shallnot affect the automatic amendments contemplated hereby.”

The Registration Rights Agreement was amended to, among other things, (i) delete the definition “Effectiveness Date” inSection 1 and replace it in its entirety with substantially the same text but revise the definition of “Effectiveness Date” causing theInitial Registration Statement required to be filed by January 31, 2022, and (ii) delete Section 2(d) and replace it in its entirety withsubstantially the same text but revised to delete the following “(2) no liquidated damages shall accrue or be payable hereunder withrespect to any day on which the high price of the Common Stock on the Trading Market on which the Common Stock is then listedor traded is less than the then-applicable Conversion Price,” resulting in renumbering the text that follows as (2) instead of (3).

As consideration for entering into the Omnibus Agreement, the outstanding principal balance of the Existing Note held byeach Note holder was increased by twenty percent (20%) and such increased principal balance is reflected on the Replacement Noteissued to each Note holder.

PlaySight Acquisition

On October 6, 2021, the Company entered into a merger agreement with, inter alia, PlaySight Interactive Ltd. (“PlaySight”)(the “PlaySight Agreement”) pursuant to which PlaySight will, subject to the satisfaction of the closing conditions described inthe PlaySight Agreement, become a wholly owned subsidiary of the Company in exchange for the following consideration: (i)28,333,333 shares of the Company’s common stock (subject to adjustment); (ii) payment of certain PlaySight transaction costs;and (iii) up to a maximum of 5,142,858 earn-out shares (subject to the fulfilment of certain milestones and reduction under certaincircumstances). The transaction is expected to close during the Company’s quarter ended January 31, 2022.

Loan Agreements

On January 14, 2022, we entered into two loan agreements with Yonah Kalfa and Naftali Kalfa, each for $1 million, pursuantto which we received a total amount of $2 million. The loans bear interest at a rate of 8% per annum and are required to be repaid infull by April 30, 2022 or such other date as may be accepted by the lenders. We are not permitted to make any distribution or pay anydividends unless or until the loans are repaid in full.

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Implications of Being an Emerging Growth Company

As a company with less than $1.07 billion in revenue during our most recently completed fiscal year, we qualify as an “emerginggrowth company” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012,or the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirementsthat are otherwise applicable, in general, to public companies that are not emerging growth companies. These provisions include:



● an exemption from compliance with the auditor attestation requirement on the effectiveness of our internal control overfinancial reporting pursuant to the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act;

●an exemption from compliance with any requirement that the Public Company Accounting Oversight Board may adoptregarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about theaudit and the financial statements;

● reduced disclosure about our executive compensation arrangements;

● exemptions from the requirements to obtain a non-binding advisory vote on executive compensation or a stockholderapproval of any golden parachute arrangements; and

● extended transition periods for complying with new or revised accounting standards.

We will remain an emerging growth company until the earliest to occur of: (i) the last day of the fiscal year in which wehave more than $1.07 billion in annual revenue; (ii) the date we qualify as a “large accelerated filer,” with at least $700 million ofequity securities held by non-affiliates; (iii) the date on which we have issued, in any three-year period, more than $1.0 billion innon-convertible debt securities; and (iv) the last day of the fiscal year ending after the fifth anniversary of the completion of thisoffering.

We may take advantage of these exemptions until such time that we are no longer an emerging growth company.Accordingly, the information contained herein may be different than the information you receive from other public companies.

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The Offering

This prospectus relates to the offer and sale from time to time of up to an aggregate of 16,400,001 shares of the Company’scommon stock by the selling stockholders.

Under the terms of the Registration Rights Agreement entered into with the selling stockholders on the same date and inconnection with the Purchase Agreement, we agreed to register with the SEC 11,674,077 shares of common stock issuable upon theconversion of the Notes and exercise of the Warrants. The number of shares ultimately offered for resale by the selling stockholdersdepends upon how much of the Notes and Warrants the selling stockholders elect to convert and exercise, respectively, and theliquidity and market price of shares of our common stock. We have used a price per share of common stock of $1.50 solely for thepurposes of making a good faith estimate as to a reasonable number of shares issuable upon full conversion and exercise of the Notesand the Warrants to be registered.

Issuer Slinger Bag Inc.

Common stock to be offered by the sellingstockholders

The selling stockholders are offering up to 16,400,001 shares of the Company’scommon stock, par value $0.001 per share.

Common stock outstanding prior to thisoffering (1) 41,869,622

Common stock to be outstanding after theoffering (1)

58,269,623 shares of common stock if all the Warrants are exercised in full and theNotes are converted in full.

Use of proceeds

We will not receive any proceeds from the sale of common stock by the sellingstockholders. All of the net proceeds from the sale of shares of our common stockwill go to the selling stockholders as described below in the sections entitled “SellingStockholders” and “Plan of Distribution”. We have agreed to bear the expensesrelating to the registration of the shares of common stock for the selling stockholders.

Risk factors

Investing in our securities is highly speculative and involves a high degree of risk.You should carefully consider the information set forth in the “Risk Factors” sectionbeginning on page 12 before deciding to invest in our securities.



Lock-up

Pursuant to the Purchase Agreement, the Company agreed, for a period of 90 daysfrom the Closing Date, not to issue or enter into any agreement to issue any sharesof common stock or common stock equivalents with the exception of certain exemptissuances as provided therein.

(1) The number of shares of our common stock outstanding prior to and to be outstanding immediately after this offering, as setforth in the table above, is based on 41,869,622 shares outstanding as of January 14, 2022.

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Summary Consolidated Financial Information

The following summary consolidated financial information at and for the fiscal years ended April 30, 2021 and 2020 havebeen derived from our audited consolidated financial statements included elsewhere in this prospectus. The following summaryconsolidated information at and for the six-month periods ended October 31, 2021 and 2020 have been derived from our unauditedfinancial statements included elsewhere in this prospectus. The historical financial data presented below is not necessarily indicativeof our financial results in future periods. You should read the summary consolidated financial data in conjunction with thosefinancial statements and the accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results ofOperations.” Our consolidated financial statements are prepared and presented in accordance with United States generally acceptedaccounting principles, or U.S. GAAP. Our consolidated financial statements have been prepared on a basis consistent with ouraudited financial statements and include all adjustments, consisting of normal and recurring adjustments that we consider necessaryfor a fair presentation of the financial position and results of operations as of and for such periods.

Consolidated Statements of Operations and Comprehensive Loss

For the Year Ended For the Six Months Ended

April 30, 2021 April 30, 2020 October 31,2021

October 31,2020

Net sales $ 10,804,214 $ 686,179 $ 7,938,115 $ 3,185,053Cost of sales 7,680,290 1,370,897 5,067,956 2,516,650Gross income (loss) 3,123,924 (684,718) 2,870,159 668,403

Operating expenses:Selling and marketing expenses 1,761,154 563,003 1,594,906 699,940General and administrative expenses (1) 4,749,922 5,291,075 38,592,687 1,588,778Research and development costs 339,385 179,982 277,366 43,549Transaction costs - 198,443 - -

Total operating expenses 6,850,461 6,232,503 40,464,959 2,332,267Loss from operations (3,726,537) (6,917,221) (37,594,800) (1,663,864)

Other expense (income):Amortization of debt discounts 376,506 1,565,174 2,650,285 286,251Loss on extinguishment of debt 3,030,495 - 7,096,730 1,432,820Induced conversion loss 51,412 - - 51,412Gain on change in fair value of derivatives (1,939,639) - (9,130,913) -Loss on issuance of convertible notes - - 3,689,369 -Interest expense - related party 608,668 171,918 78,728 316,549Interest expense, net (2) 12,740,781 573,431 281,670 147,256

Total other expense 14,868,223 2,310,523 4,665,869 2,234,288Loss before income taxes (18,594,760) (9,227,744) (42,260,669) (3,898,152)Provision for income taxes - - - -Net loss (18,594,760) (9,227,744) (42,260,669) (3,898,152)



Other comprehensive gain (loss), net of taxForeign currency translation adjustments (15,134) (5,034) 7,824 (2,937)

Total other comprehensive gain (loss), net of tax (15,134) (5,034) 7,824 (2,937)Comprehensive loss $ (18,609,894) $ (9,232,778) $ (42,252,845) $ (3,901,089)Net loss per share, basic and diluted $ (0.70) $ (0.37) $ (1.20) $ (0.15)Weighted average number of common sharesoutstanding, basic and diluted 26,723,038 24,689,813 35,104,580 26,255,603

(1) Includes non-cash share-based compensation and shares issued in connection with services as follows:

General and administrative expenses $ 869,348 $ 3,741,746 $ 33,986,840 $ 183,845

(2) Includes non-cash interest expense as follows:

Interest expense $ 12,501,178 $ 358,855 $ - $ -

Summary Consolidated Balance Sheet Data

At April 30, At October 31,2021 2020 2021

Cash and cash equivalents $ 928,796 $ 79,847 $ 1,747,661Working capital (18,553,120) (3,105,916) (11,713,432)Total assets 5,697,512 1,381,001 16,725,618Total long-term notes payable, net 10,477 1,887,914 -Common stock and additional paid-in capital 10,392,699 5,239,719 62,913,751Total shareholders’ deficit (18,450,744) (4,993,830) (8,182,537)

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RISK FACTOR SUMMARY

Investing in shares of our common stock will involve certain risks. Set forth below is a summary of the principal risks associatedwith an investment in our common stock. You should consider carefully the following discussion of risks, as well as the discussion ofrisks included in this prospectus in the section “Risk Factors” starting on page 12, before you decide that an investment in our shares isappropriate for you.

● Our business is sensitive to consumer spending and general economic conditions.

●Our manufacturing takes place in China and, therefore, is susceptible to shutdowns and delays caused by Coronavirus and otherdiseases and epidemics. Additionally, we rely on independent manufacturers and suppliers. Moreover, our extended supply chainrequires long lead times and relies heavily on manufacturers in Asia.

● The cost of raw materials, labor or freight could lead to an increase in our cost of sales and cause our results of operations tosuffer.

● Failure to adequately protect our intellectual property and curb the sale of counterfeit merchandise could injure our brand andnegatively affect our sales;

● We may become subject to claims for remuneration or royalties for assigned service invention rights by our employees, whichcould result in litigation and adversely affect our business.



●We operate in international markets and we are subject to the risks inherent in operating in such markets. Moreover, our productdevelopment company and chief marketing officer are located in Israel and, therefore, our business, financial condition andresults of operation may be adversely affected by political, economic and military instability in or affecting Israel.

● We may be subject to product liability lawsuits or claims, which could harm our financial condition and liquidity if we are notable to successfully defend or insure against such claims.

● Our results of operations are subject to seasonal and quarterly fluctuations, which could result in fluctuations in our operatingresults and adversely affect the market price of our common stock.

● The growth of our business depends on the successful execution of our growth strategy, including our efforts to expandinternationally by growing our e-commerce business.

● We may be unable to respond effectively to changes in market trends and consumer preferences, as a result of which our marketshare, net sales and profitability could be adversely affected.

● We may be unable to appeal to new consumers while maintaining the loyalty of our core consumers.

● Fluctuations in our tax obligations and effective tax rate may have a negative effect on our operating results.

● Our business could suffer if we are unable to maintain our website or manage our inventory effectively.

●Expanding our business and executing our growth strategy may require additional capital in addition to cash provided byoperating activities, which may not be available to us. Our future growth, development or expansion may not meet ourexpectations.

●We depend on existing members of management and key employees to implement key elements in our strategy for growth, andthe failure to retain them or to attract appropriately qualified new personnel could affect our ability to implement our growthstrategy successfully.

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● We do not employ traditional advertising channels, and if we fail to adequately market our brand through product introductionsand other means of promotion, our business could be adversely affected.

● Failure to protect confidential information of our consumers and our network against security breaches or failure to comply withprivacy and security laws and regulations could damage our reputation, brand and business.

●For as long as we are an “emerging growth company,” we will not be required to comply with certain reporting requirementsthat apply to other publicly reporting companies. We cannot predict whether the reduced disclosure requirements applicable toemerging growth companies will make our common shares less attractive to investors.

● There is currently limited liquidity of shares of our common stock.

● The price of shares of our common stock may be volatile, or may decline regardless of our operating performance, and you couldlose all or part of your investment as a result.

● Our products face intense competition.

● We rely on technical innovation and high-quality products to compete in the market for our products.

● We may fail to continue to obtain or maintain high-quality endorsers of our products, which could harm our business andprospects.

● We may not be able to remediate identified material weaknesses in our internal control over financial reporting and disclosurecontrols and procedures.



●We may fail to meet the requirements of the agreements under which we acquired our business interests, including any cashpayments to the business operations, which could result in the loss of our right to continue to operate or develop the specificbusinesses described in the agreements.

● Our business is subject to risks related to the inherent uncertainty of business operations including profit, cost of goods,production costs and cost estimates and the potential for unexpected costs and expenses.

● We have a history of losses and there is uncertainty of our profitability.

● We face risks related to environmental regulation, liability and tax assessments.

● We face other risks and uncertainties related to our prospects, properties and business strategy.

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RISK FACTORS

Investing in our securities involves a high degree of risk. You should carefully consider and evaluate all of the information contained inthis prospectus before you decide to purchase shares of our common stock. The risks and uncertainties described in this prospectus arenot the only ones we may face. Additional risks and uncertainties that we do not presently know about or that we currently believe arenot material may also adversely affect our business, business prospects, results of operations or financial condition. Any of the risks anduncertainties set forth herein, could materially and adversely affect our business, results of operations and financial condition.

Risks Related to Our Business

Our business is sensitive to consumer spending and general economic conditions.

Consumer purchases of discretionary premium sporting good items, which include all of our products, may be adversely affectedby the current COVID-19 (“Coronavirus”) pandemic, as well as economic conditions such as employment levels, wage and salary levels,trends in consumer confidence and spending, reductions in consumer net worth, interest rates, inflation, the availability of consumercredit and taxation policies influence on public spending confidence. Recent dramatic downturns in the strength of global stock markets,currencies and key economies have highlighted many if not all, of these risks.

Consumer purchases in general may decline during recessions, periods of prolonged declines in the equity markets or housingmarkets and periods when disposable income and perceptions of consumer wealth are lower, and these risks may be exacerbated for usdue to our focus on discretionary premium sporting good items. A downturn in the global economy, or in a regional economy in whichwe have significant sales, could have a material, adverse effect on consumer purchases of our products, our results of operations andour financial position, and a downturn adversely affecting our consumer base or travelers could have a disproportionate impact on ourbusiness.

There continues to be a significant and growing volatility and uncertainty in the global economy due to the Coronaviruspandemic affecting all business sectors and industries. In addition, the on-going uncertainty in Europe (including concerns that certainEuropean countries may default in payments due on their national debt and concerns regarding the future viability of the European Unionand the possible effects of its unraveling) and any resulting disruption could adversely impact our net sales in Europe and globally unlessand until economic conditions in that region improve and the prospects of national debt defaults in Europe decline. Further or futuredownturns may adversely affect traffic at our on-line sales portals (which currently includes our own website www.slingerbag.com) andcould materially and adversely affect our results of operations, financial position and growth strategy.

Likewise, the current impasse in U.S.-China trade relations has resulted in import duties for all Slinger products into the U.S.being increased from the previous standard of 5% to 30%. Our management has taken the view that at this time in the early years ofSlinger’s growth, gaining distribution and share outweighs the immediate margin consideration and has decided to take the added increasein import tariffs as a margin loss.

Our manufacturing takes place in China and, therefore, is susceptible to shutdowns and delays caused by Coronavirus and other diseasesand epidemics. Additionally, we rely on independent manufacturers and suppliers.



As at the date hereof, our sole manufacturing facilities are located in southern China. Following the outbreak of the Coronavirusour manufacturing facility was shut down for three months, which caused significant delays in manufacturing and delivery of ourproducts. However, there may be further outbreaks of Coronavirus and other diseases and epidemics, which may cause further delays andshutdowns. This, in turn, will negatively affect our revenue and increase our expenses and costs.

We do not control our independent manufacturers and suppliers or their labor and other business practices. Violations of labor,environmental or other laws by an independent manufacturer or supplier, or divergence of an independent manufacturer’s or supplier’slabor or other practices from those generally accepted as ethical or appropriate in the U.S., could disrupt the shipments of our productsor draw negative publicity for us, thereby diminishing the value of our brand, reducing demand for our products and adversely affectingour net income. Additionally, since we do not manufacture our products, we are subject to risks associated with inventory and productquality-control.

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Further, we have not historically entered into manufacturing contracts with our manufacturers; instead, we have hired them onan ad hoc basis. Identifying a suitable manufacturer is an involved process that requires us to become satisfied with the prospectivemanufacturer’s quality control, responsiveness and service capabilities, financial stability and labor practices. While we have businesscontinuity and contingency plans for alternative sourcing, we may be unable, in the event of a significant disruption in our sourcing, tolocate alternative manufacturers or suppliers of comparable quality at an acceptable price, or at all, which could result in product shortagesor decreases in product quality, and adversely affect our net sales, gross margin, net income, customer relationships and our reputation.

We rely heavily on supply chain reliability and predictability and continued disruption in our supply chain could have a material adverseimpact on operations.

We rely heavily on supply chain reliability and predictability in producing, transporting and delivering our products. TheCovid-19 pandemic, shifts in consumer purchasing patterns, availability of transport, labor shortages in the shipping, trucking, andwarehousing industries, port strikes, infrastructure congestion, equipment shortages and other factors have all contributed to deliverydelays, greater costs and uncertainty in arranging and scheduling transport of our products. If we are unable to reliably and consistentlyarrange shipment and storage of our products, we may be unable to ship, deliver and store our products in which case, we will haveto reverse sales and issue refunds to purchasers of our products. Changes in U.S. and international trade policies, including to importtariffs and trade policies and agreements, to address supply chain issues or otherwise could also have a significant impact on our activitiesboth in the United States and internationally. Supply chain disruptions, both domestic and international, have adversely impacted ouroperations. Continued disruptions in our supply chain and adverse consequences from aggressive trade policies could have a materialadverse impact on our profitability and financial performance.

We depend on the strength of the Slinger® brand.

We expect to derive substantially all of our net sales from sales of Slinger branded products. The reputation and integrity ofthe Slinger brand are essential to the success of our business. We believe that our consumers value the status and reputation of theSlinger brand, and the superior quality, performance, functionality and durability that our brand represents. Building, maintaining andenhancing the status and reputation of the Slinger brand image is important to expanding our consumer base. Our continued successand growth depend on our ability to protect and promote the Slinger brand, which, in turn, depends on factors such as the quality,performance, functionality and durability of our products, our communication activities, including advertising and public relations, andour management of the consumer experience, including direct interfaces through customer service and warranty repairs. We may decideto make substantial investments in these areas in order to maintain and enhance our brand, and such investments may not be successful.

Additionally, in order to expand our reach in the future, we may need to engage with third-party distributors. To the extent thosethird-party distributors fail to comply with our operating guidelines, we may not be successful in protecting our brand image. Productdefects, product recalls, counterfeit products and ineffective marketing are among the potential threats to the strength of our brand and toprotect our brand’s status we may need to make substantial expenditures to mitigate the impact of such threats.

Moreover, if we fail to continue to innovate to ensure that our products are deemed to achieve superior levels of function, qualityand design, or to otherwise be sufficiently distinguishable from our competitors’ products, or if we fail to manage the growth of our on-line sales in a way that protects the high-end nature of our brand, the value of the Slinger brand may be diluted, and we may not be ableto maintain our premium position and pricing or sales volumes, which could adversely affect our financial performance and business.We believe that maintaining and enhancing our brand image in new markets where we have limited brand recognition is important to



expanding our consumer base. If we are unable to maintain or enhance our brand in new markets, then our growth strategy could beadversely affected.

The cost of raw materials, labor or freight could lead to an increase in our cost of sales and cause our results of operations to suffer.

Increasing costs for raw materials, labor or freight could make our sourcing processes more costly and negatively affect our grossmargin and profitability. Labor costs at our independent manufacturers’ sites have been increasing and it is unlikely that these increaseswill abate. Wage and price inflation in our source countries could cause unanticipated price increases, which may be significant. Suchprice increases by our independent manufacturers could be rapid in the absence of manufacturing contracts. Energy costs have fluctuateddramatically in the past and may fluctuate in the future. Rising energy costs may increase our costs of transporting our products fordistribution and the costs of products that we source from independent suppliers. Further, many of our products are made of materials,such as high impact plastics, plastic-injected molded parts, and lightweight high tensile strength metals, that are either petroleum-basedor require energy to construct and transport. Costs for transportation of such materials have been increasing as the price of petroleumincreases. Our independent suppliers and manufacturers may attempt to pass these cost increases on to us, and our relationships with themmay be harmed or lost if we refuse to pay such increases, which could lead to product shortages. If we pay such increases, we may notbe able to offset them through increases in our pricing and other means, which could adversely affect our ability to maintain our targetedgross margins. If we attempt to pass the increases on to consumers, our sales may be adversely affected.

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Failure to adequately protect our intellectual property and curb the sale of counterfeit merchandise could injure our brand and negativelyaffect our sales.

Our trademarks, copyrights, patents, designs and other intellectual property rights are important to our success and ourcompetitive position. We devote significant resources to the registration and protection of our trademarks and patents. In spite of ourefforts, counterfeiting and design copies may still occur. If we are unsuccessful in challenging the usurpation of these rights by thirdparties, this could adversely affect our future sales, financial condition and results of operations. Our efforts to enforce our intellectualproperty rights can potentially be met with defenses and counterclaims attacking the validity and enforceability of our intellectualproperty rights. Unplanned increases in legal fees and other costs associated with protecting our intellectual property rights could resultin higher operating expenses. Additionally, legal regimes outside the U.S., particularly those in Asia, including China, may not alwaysprotect intellectual property rights to the same degree as U.S. laws, or the time required to enforce our intellectual property rights underthese legal regimes may be lengthy and delay our recovery.

We may become subject to claims for remuneration or royalties for assigned service invention rights by our employees, which could resultin litigation and adversely affect our business.

A significant portion of our intellectual property has been developed by our employees, or outside consultants in the course oftheir employment or retention with us. Under the Israeli Patent Law, 5727-1967, or the Patent Law, inventions conceived by an employeeduring the scope of his or her employment with a company are regarded as “service inventions.” The Israeli Compensation and RoyaltiesCommittee, or the Committee, a body constituted under the Patent Law, has previously held, in certain cases, that employees may beentitled to remuneration for service inventions that they develop during their service for a company despite their explicit waiver ofsuch right. Therefore, although we enter into agreements with all of our employees pursuant to which they waive their right to specialremuneration for service inventions created in the scope of their employment or engagement and agree that any such inventions are ownedexclusively by us, we may face claims by employees demanding remuneration beyond their regular salary and benefits.

We face risks associated with operating in international markets.

We operate in a global marketplace and international sales growth is a key element of our growth strategy. We are subject torisks associated with our international operations, including, but not limited to:

● Foreign currency exchange rates, including GBP;

● Economic or governmental instability in foreign markets in which we operate or in those countries from which we source ourmerchandise;

● Unexpected changes in laws, regulatory requirements, taxes or trade laws;



● Increases in the cost of transporting goods globally;

● Acts of war, terrorist attacks, outbreaks of contagious disease and other events over which we have no control; and

● Changes in foreign or domestic legal and regulatory requirements resulting in the imposition of new or more onerous traderestrictions, tariffs, duties, taxes, embargoes, exchange or other government controls.

Any of these risks could have an adverse impact on our results of operations, financial position or growth strategy. Furthermore,some of our international operations are conducted in parts of the world that experience corruption to some degree. Although we havepolicies and procedures in place that are designed to promote legal and regulatory compliance (including with respect to the U.S.Foreign Corrupt Practices Act and the United Kingdom Bribery Act 2010), our employees and wholesalers could take actions that violateapplicable anti-corruption laws or regulations. Violations of these laws, or allegations of such violations, could have an adverse impacton our reputation, our results of operations or our financial position.

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Foreign exchange movements may also negatively affect the relative purchasing power of foreign tourists and result in declinesin travel volumes or their willingness to purchase discretionary premium goods, such as our products, while traveling, which wouldadversely affect our net sales. We do not currently use the derivative markets to hedge foreign currency fluctuations.

We may be subject to product liability lawsuits or claims, which could harm our financial condition and liquidity if we are not able tosuccessfully defend or insure against such claims.

We may be subject to product liability lawsuits and claims that, if material individually or in the aggregate, could harm ourbusiness, prospects, results of operations and financial condition. We may face lawsuits or claims if our products do not perform asexpected, malfunction or are used without complying with their specifications. Moreover, a product liability lawsuit or claim, regardlessof merit, could generate negative publicity about our products, which could have a material adverse effect on our brand, business,prospects, results of operations and financial condition. Any lawsuit or claim seeking monetary damages significantly exceeding ourcoverage or outside of our coverage may have a material adverse effect on our business and financial condition.

Our results of operations are subject to seasonal and quarterly fluctuations, which could adversely affect the market price of our commonstock.

Our quarterly results of operations may fluctuate significantly as a result of a variety of factors, including, but not limited to:

● Changes in the number of our points of distribution;

● Weather trends;

● Changes in our merchandise mix; and

● The timing of new product introductions.

The growth of our business depends on the successful execution of our growth strategy, including our efforts to expand internationally bygrowing our e-commerce business.

Our current growth strategy depends on our ability to continue to expand geographically in a number of international regionsincluding Asia, Europe, North America, China, Japan, South Korea, Middle East, India, South Africa and Australia. This growth strategyis contingent upon our ability to continually introduce our products to new markets. The implementation of higher tariffs, quotas orother restrictive trade policies in any international regions in which we seek to operate could adversely affect our ability to commencenew international operations, which could have an adverse impact on our growth strategy. Further, consumer demand behavior, as wellas tastes and purchasing trends, may differ in various countries and, as a result, sales of our products may not be, or may take time tobecome, successful, and gross margins on those net sales may not be in line with what we currently experience. Our ability to executeour international growth strategy, especially where we are not yet established, depends on our ability to understand regional marketdemographics, and we may not be able to do so. If we are unable to expand our business internationally, our growth strategy and ourfinancial results could be materially adversely affected.



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If we are unable to respond effectively to changes in market trends and consumer preferences, our market share, net sales and profitabilitycould be adversely affected.

The success of our business depends on our ability to identify the key product and market trends and bring products to market ina timely manner that satisfy the current preferences of a broad range of consumers (either by enhancing existing products or by developingnew product offerings). Consumer preferences differ across and within different parts of the world, and shift over time in response tochanging aesthetics and economic circumstances. We believe that our success in developing products that are innovative and that meetour consumers’ functional needs is an important factor in our image as a premium brand, and in our ability to charge premium prices.We may not be able to anticipate or respond to changes in consumer preferences, and, even if we do anticipate and respond to suchchanges, we may not be able to bring to market in a timely manner enhanced or new products that meet these changing preferences. If wefail to anticipate or respond to changes in consumer preferences or fail to bring products to market in a timely manner that satisfy newpreferences, our market share and our net sales and profitability could be adversely affected.

We may be unable to appeal to new consumers while maintaining the loyalty of our core consumers.

Part of our growth strategy is to introduce new consumers, including younger consumers, to the Slinger brand. If we are unableto attract new consumers, including younger consumers, our business and results of operations may be adversely affected as our coreconsumers’ age increases and levels of travel and purchasing frequency decrease. Initiatives and strategies intended to position our brandto appeal to new and younger consumers may not appeal to our core consumers and may diminish the appeal of our brand to our coreconsumers, resulting in reduced core consumer loyalty. If we are unable to successfully appeal to new and younger consumers whilemaintaining our brand’s premium image with our core consumers, then our net sales and our brand image may be adversely affected.

Fluctuations in our tax obligations and effective tax rate may have a negative effect on our operating results.

We may be subject to income taxes in multiple jurisdictions. We record tax expense based on our estimates of future payments,which include reserves for uncertain tax provisions in multiple tax jurisdictions. At any one time, many tax years may be subject to auditby various taxing jurisdictions. The results of these audits and negotiations with taxing authorities may affect the ultimate settlement ofthese issues. As a result, we expect that throughout the year there could be ongoing variability in our quarterly tax rates as events occurand exposures are evaluated. Further, our effective tax rate in a given financial period may be materially impacted by changes in mixand level of earnings or by changes to existing accounting rules or regulations. In addition, tax legislation enacted in the future couldnegatively impact our current or future tax structure and effective tax rates.

Our business could suffer if we are unable to maintain our website or manage our inventory effectively.

We employ a distribution strategy that is heavily dependent upon our website and third-party distributors’ e-commerce websites.The effectiveness of our e-commerce strategy depends on our ability to manage our inventory and our distribution processes effectivelyso as to ensure that our products are available in sufficient quantities and thereby prevent lost sales. If we are not able to maintain our e-commerce channels, or if we are not able to effectively manage our inventory, we could experience a decline in net sales, as well as excessinventories for some products and missed opportunities for other products. In addition, the failure to deliver our products to customers inaccordance with our delivery schedules could damage our relationship with these customers and lead to negative feedback being postedon e-commerce sites. Consequently, our net sales, profitability and the implementation of our growth strategy could be adversely affected.

We plan to use cash provided by operating activities to fund our expanding business and execute our growth strategy and may requireadditional capital, which may not be available to us.

We expect our business to rely on net cash provided by our future operating activities as our primary source of liquidity. Tosupport our business and execute our growth strategy as planned, we will need to generate significant amounts of cash from operations inorder to purchase inventory, pay personnel, invest in research and development, and pay for the increased costs associated with operatingas a public company. If our business does not generate cash flow from operating activities sufficient to fund these activities, and ifsufficient funds are not otherwise available to us, we will need to seek additional capital, through debt or equity financings, to fund ourgrowth. Conditions in the credit markets (such as availability of finance and fluctuations in interest rates) may make it difficult for us toobtain such financing on attractive terms or even at all. Additional debt financing that we may undertake, may be expensive and mightimpose on us covenants that restrict our operations and strategic initiatives, including limitations on our ability to incur liens or additionaldebt, pay dividends, repurchase our capital stock, make investments and engage in merger, consolidation and asset sale transactions.Equity financings may be on terms that are dilutive or potentially dilutive to our shareholders, and the prices at which new investors



would be willing to purchase our equity securities may be lower than the price per share of our common stock. The holders of newsecurities may also have rights, preferences or privileges that are senior to those of existing holders of common stock. If new sources offinancing are required, but are unattractive, insufficient or unavailable, then we will be required to modify our growth and operating plansbased on available funding, if any, which would inhibit our growth and could harm our business.

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Our extended supply chain requires long lead times and relies heavily on manufacturers in Asia.

We rely heavily on manufacturers in Asia, which requires long lead times to get goods to markets. The long lead times willrequire us to carry extra inventory to avoid out-of-stock scenarios. In the event of a decline in demand for our products, due to generaleconomic conditions or other factors, we may be forced to liquidate this extra inventory at lower margins or at a loss. In addition, as aresult of these long lead times, design decisions are required to be made several months or as early as a year and a half before the goodsare delivered. Consumers’ tastes can change between the time a product is designed and the time it takes to get to market. If the designsare not popular with consumers, it could also result in the need to liquidate the inventories at lower margins or at a loss, which wouldadversely affect our results of operations.

We depend on existing members of management and key employees to implement key elements in our strategy for growth, and the failureto retain them or to attract appropriately qualified new personnel could affect our ability to implement our growth strategy successfully.

The successful implementation of our growth strategy depends in part on our ability to retain our experienced managementteam and key employees and on our ability to attract appropriately qualified new personnel. For instance, our chief executive officerhas extensive experience running branded sporting goods as well as retail-oriented businesses. The loss of any key member of ourmanagement team or other key employees could hinder or delay our ability to implement our growth strategy effectively. Further, if we areunable to attract appropriately qualified new personnel as we expand over the next few years, we may not be successful in implementingour growth strategy. In either instance, our profitability and financial performance could be adversely affected.

Under applicable employment laws, we may not be able to enforce covenants not to compete.

We generally enter into non-competition agreements as part of our employment agreements with our employees. Theseagreements generally prohibit our employees, if they cease working for us, from competing directly with us or working for ourcompetitors or clients for a limited period. We may be unable to enforce these agreements under the laws of the jurisdictions in whichour employees work and it may be difficult for us to restrict our competitors from benefitting from the expertise our former employees orconsultants developed while working for us.

For example, some labor courts have required employers seeking to enforce non-compete undertakings of a former employee todemonstrate that the competitive activities of the former employee will harm one of a limited number of material interests of the employer,which have been recognized by the courts as justification for the enforcement of non-compete undertakings, such as the protection of acompany’s trade secrets or other intellectual property.

We do not employ traditional advertising channels, and if we fail to adequately market our brand through product introductions and othermeans of promotion, our business could be adversely affected.

Our marketing strategy depends on our ability to promote our brand’s message by using online advertising and social mediato promote new product introductions in a cost-effective manner and possibly from time to time the use of newspapers and magazines.We do not employ traditional advertising channels such as billboards, television and radio. If our marketing efforts are not successfulat attracting new consumers and increasing purchasing frequency by our existing consumers, there may be no cost-effective marketingchannels available to us for the promotion of our brand. If we increase our spending on advertising, or initiate spending on traditionaladvertising, our expenses will rise, and our advertising efforts may not be successful. In addition, if we are unable to successfully andcost-effectively employ advertising channels to promote our brand to new consumers and new markets, our growth strategy may beadversely affected.

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Failure to protect confidential information of our consumers and our network against security breaches or failure to comply with privacyand security laws and regulations could damage our reputation, brand and business.



A significant challenge to e-commerce and communications, including the operation of our website, is the secure transmissionof confidential information over public networks. Our failure to prevent security breaches could damage our reputation and brand andsubstantially harm our business and results of operations. On our website, a majority of the sales are billed to our consumers’ creditcard accounts directly, orders are shipped to a consumer’s address, and consumers log on using their email address. In such transactions,maintaining complete security for the transmission of confidential information on our website, such as consumers’ credit card numbersand expiration dates, personal information and billing addresses, is essential to maintaining consumer confidence. In addition, wehold certain private information about our consumers, such as their names, addresses, phone numbers and browsing and purchasingrecords. We rely on encryption and authentication technology licensed from third parties to effect the secure transmission of confidentialinformation, including credit card numbers. Advances in computer capabilities, new discoveries in the field of cryptography or otherdevelopments may result in a compromise or breach of the technology used by us to protect consumer transaction data. In addition, anyparty who is able to illicitly obtain a user’s password could potentially access the user’s transaction data or personal information. We maynot be able to prevent third parties, such as hackers or criminal organizations, from stealing information provided by our consumers tous through our website. In addition, our third-party merchants and delivery service providers may violate their confidentiality obligationsand disclose information about our consumers. Any compromise of our security or material violation of a non-disclosure obligation coulddamage our reputation and brand and expose us to a risk of loss or litigation and possible liability, which could substantially harm ourbusiness and results of operations. In addition, anyone who is able to circumvent our security measures could misappropriate proprietaryinformation or cause interruptions in our operations.

For as long as we are an “emerging growth company,” we will not be required to comply with certain reporting requirements that applyto other publicly reporting companies. We cannot predict whether the reduced disclosure requirements applicable to emerging growthcompanies will make our common shares less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growthcompany, we may choose to take advantage of certain exemptions from reporting requirements applicable to other publicly reportingcompanies that are not emerging growth companies. These include: (i) not being required to comply with the auditor attestationrequirements for the assessment of our internal controls over financial reporting provided by Section 404 of the Sarbanes-Oxley Act of2002, or the Sarbanes-Oxley Act, (ii) not being required to comply with any requirements adopted by the PCAOB requiring mandatoryaudit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional informationabout the audit and the financial statements of the issuer, (iii) not being required to comply with any new audit rules adopted bythe PCAOB after April 5, 2012 unless the SEC determines otherwise, (iv) not being required to provide certain disclosure regardingexecutive compensation required of larger publicly reporting companies, and (v) not being required to hold a non-binding advisory voteon executive compensation or seek shareholder approval of any golden parachute payments not previously approved. We could be anemerging growth company for up to five years from the end of our current fiscal year, although, if the market value of our common sharesthat is held by non-affiliates exceeds $700 million as of any October 31 before the end of that five-year period, we would cease to be anemerging growth company as of the following April 30. We cannot predict if investors will find our common shares less attractive if wechoose to rely on these exemptions. If some investors find our common shares less attractive as a result of any choices to reduce futuredisclosure, there may be a less active trading market for our shares and our share price may be more volatile. Further, as a result of thesescaled regulatory requirements, our disclosure may be more limited than that of other publicly reporting companies and you may not havethe same protections afforded to shareholders of such companies.

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Our product development company and chief marketing officer are located in Israel and, therefore, our business, financial condition andresults of operation may be adversely affected by political, economic and military instability in Israel.

We operate our Slinger business in Israel under Slinger Bag Ltd. We have also engaged an Israeli product development companyto assist in the development of our current and future products and our chief marketing officer resides in Israel. Accordingly, political,economic and military conditions in Israel directly affect our business.

Political, economic and military conditions in Israel may directly affect our business. Since the establishment of the State ofIsrael in 1948, a number of armed conflicts have taken place between Israel and its neighboring countries, and between Israel and theHamas and Hezbollah extremist groups. In addition, several countries, principally in the Middle East, restrict doing business with Israel,and additional countries may impose restrictions on doing business with Israel and Israeli companies whether as a result of hostilities inthe region or otherwise. Any hostilities involving Israel, terrorist activities, political instability or violence in the region or the interruptionor curtailment of trade or transport between Israel and its trading partners could adversely affect our operations and results of operationsand adversely affect the market price of our shares.



Our commercial insurance does not cover losses that may occur as a result of an event associated with the security situation inthe Middle East. Although the Israeli government is currently committed to covering the reinstatement value of direct damages that arecaused by terrorist attacks or acts of war, there can be no assurance that this government coverage will be maintained, or if maintained,will be sufficient to compensate us fully for damages incurred. Any losses or damages incurred by us could have a material adverse effecton our business, financial condition and results of operations.

Further, our operations could be disrupted by the obligations of our employees to perform military service. Our chief marketingofficer is subject to the obligation to perform reserve military duty. In response to increased tension and hostilities in the region, therehave been, at times, call-ups of military reservists, and it is possible that there will be additional call-ups in the future. Our operationscould be disrupted by the absence of these employees due to military service. Such disruption could harm our business and operatingresults.

Popular uprisings in various countries in the Middle East and North Africa are affecting the political stability of those countries.Such instability may lead to deterioration in the political and trade relationships that exist between the State of Israel and these countries.Furthermore, several countries, principally in the Middle East, restrict doing business with Israel and companies with an Israeli presence,and additional countries may impose restrictions on doing business with Israel and Israeli companies if hostilities in the region continueor intensify. Such restrictions may seriously limit our ability to sell our products to customers in those countries.

Our products face intense competition.

Slinger is a consumer products company and the relative popularity of tennis and various sports and fitness activities andchanging design trends affect the demand for our products. The athletic equipment industry is highly competitive both in the U.S. andworldwide. We compete internationally with a significant number of athletic and sports equipment companies and large companies havingdiversified lines of athletic and sports equipment. We also compete with other companies for the production capacity of independentmanufacturers that produce our products. Our online digital e-commerce operations compete with brand wholesalers or specialistretailers.

Product offerings, technologies, marketing expenditures (including expenditures for advertising and endorsements), pricing,costs of production, customer service, digital commerce platforms and social media presence are areas of intense competition. This, inaddition to rapid changes in technology and consumer preferences in the markets for athletic and sports equipment, constitute significantrisk factors in our operations. In addition, the competitive nature of retail including shifts in the ways in which consumers are shopping,and the rising trend of digital commerce, constitutes a risk factor implicating our online and wholesale operations. If we do not adequatelyand timely anticipate and respond to our competitors, our costs may increase or the consumer demand for our products may declinesignificantly.

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We rely on technical innovation and high-quality products to compete in the market for our products.

Research and development plays a key role in technical innovation. We rely upon specialists in the fields of engineering,industrial design, sustainability and related fields, as well as other experts to develop and test cutting-edge performance products. Whilewe strive to produce products that help to enhance player performance, if we fail to introduce technical innovation in our products,consumer demand for our products could decline, and if we experience problems with the quality of our products, we may incursubstantial expense to remedy the problems.

Failure to continue to obtain or maintain high-quality endorsers of our products could harm our business.

We establish relationships with professional athletes, as well as other public figures such as teaching pros and influencers, todevelop, evaluate and promote our products, as well as establish product authenticity with consumers. However, as competition in ourindustry has increased, the costs associated with establishing and retaining such sponsorships and other relationships have increased. Ifwe are unable to maintain our current associations with professional athletes, or other public figures, or to do so at a reasonable cost, wecould lose the high visibility or on-field authenticity associated with our products, and we may be required to modify and substantiallyincrease our marketing investments. As a result, our brands, net revenues, expenses and profitability could be harmed. Furthermore, ifcertain endorsers were to stop using our products contrary to their endorsement agreements, our business could be adversely affected. Inaddition, actions taken by athletes or other endorsers, associated with our products that harm the reputations of those athletes or endorsers,could also seriously harm our brand image with consumers and, as a result, could have an adverse effect on our sales and financial



condition. In addition, poor performance by our endorsers, a failure to continue to correctly identify future athletes, public figures orsports organizations, to use and endorse our products or a failure to enter into cost-effective endorsement arrangements with prominentathletes, public figures, and sports organizations could adversely affect our brand, sales and profitability.

Our business may be affected by seasonality, which could result in fluctuations in our operating results.

We expect to experience moderate fluctuations in aggregate sales volume during the year. We expect revenues in the first andfourth fiscal quarters to exceed those in the second and third fiscal quarters. However, the mix of product sales may vary considerablyfrom time to time as a result of changes in seasonal and geographic demand for tennis and other sports equipment and in connection withthe timing of significant sporting events, such as any Grand Slam tennis tournament and, over time, other sports competitions. In addition,our customers may cancel orders, change delivery schedules or change the mix of products ordered with minimal notice. As a result,we may not be able to accurately predict our quarterly sales. Accordingly, our results of operations are likely to fluctuate significantlyfrom period to period. This seasonality, along with other factors that are beyond our control, including general economic conditions,changes in consumer preferences, weather conditions, availability of import quotas, transportation disruptions and currency exchange ratefluctuations, could adversely affect our business and cause our results of operations to fluctuate. Our operating margins are also sensitiveto a number of additional factors that are beyond our control, including manufacturing and transportation costs, shifts in product sales mixand geographic sales trends, all of which we expect to continue. Results of operations in any period should not be considered indicativeof the results to be expected for any future period.

We may be adversely affected by the financial health of our customers.

We extend credit to our tennis wholesale and tennis specialist retail customers based on an assessment of a customer’s financialcondition, generally without requiring collateral. To assist in the scheduling of production and the shipping of our products, we offerour distributor partners the opportunity to place orders three months ahead of delivery under our direct ship ordering program. Theseadvance orders may be canceled under certain conditions, and the risk of cancellation may increase when dealing with financially unstabledistribution partners struggling with economic uncertainty. In the past, some sports customers have experienced financial difficulties upto and including bankruptcies. Such future events would have an adverse effect on our sales, our ability to collect on receivables andour financial condition. When the retail economy weakens or as consumer behavior shifts, retailers may be more cautious with orders. Aslowing or changing economy in our key markets could adversely affect the financial health of our customers, which in turn could havean adverse effect on our results of operations and financial condition. In addition, product sales are dependent in part on high qualitymerchandising and an appealing retail environment to attract consumers, which requires continuing investments by retailers. Retailersthat experience financial difficulties may fail to make such investments or delay them, resulting in lower sales and orders for our products.

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Failure to accurately forecast consumer demand could lead to excess inventories or inventory shortages, which could result in decreasedoperating margins, reduced cash flows and harm to our business.

To meet anticipated demand for our products, we purchase products from manufacturers outside of our direct ship orderingprogram and in advance of customer orders, which we hold in inventory and resell to customers. There is a risk we may be unable to sellexcess products ordered from manufacturers. Inventory levels in excess of customer demand may result in inventory write-downs, andthe sale of excess inventory at discounted prices could significantly impair our brand image and have an adverse effect on our operatingresults, financial condition and cash flows. Conversely, if we underestimate consumer demand for our products or if our manufacturersfail to supply products we require at the time we need them, we may experience inventory shortages. Inventory shortages might delayshipments to customers, negatively impact retailer, distributor and consumer relationships and diminish brand loyalty. The difficulty inforecasting demand also makes it difficult to estimate our future results of operations, financial condition and cash flows from period toperiod. A failure to accurately predict the level of demand for our products could adversely affect our net revenues and net income, andwe are unlikely to forecast such effects with any certainty in advance.

Consolidation of retailers or concentration of retail market share among a few retailers may increase and concentrate our credit risk andimpair our ability to sell products.

The sports equipment retail markets in some countries are dominated by a few large athletic equipment retailers with manystores. These retailers have in the past increased their market share by expanding through acquisitions and construction of additionalstores. These situations concentrate our credit risk with a relatively small number of retailers, and, if any of these retailers were toexperience a shortage of liquidity or consumer behavior shifts away from traditional retail, it would increase the risk that their outstandingpayables to us may not be paid. In addition, increasing market share concentration among one or a few retailers in a particular country



or region increases the risk that if any one of them substantially reduces their purchases of our products, we may be unable to find asufficient number of other retail outlets for our products to sustain the same level of sales and revenues.

If the technology-based systems that give our consumers the ability to shop with us online do not function effectively, our operatingresults, as well as our ability to grow our digital commerce business globally, could be materially adversely affected.

Many of our consumers shop with us through our digital platforms. Increasingly, consumers are using mobile-based devicesand applications to shop online with us and with our competitors and to do comparison shopping. We are increasingly using socialmedia and proprietary mobile applications to interact with our consumers and as a means to enhance their shopping experience. Anyfailure on our part to provide attractive, effective, reliable, user-friendly digital commerce platforms that offer a wide assortment ofmerchandise with rapid delivery options and that continually meet the changing expectations of online shoppers could place us at acompetitive disadvantage, result in the loss of digital commerce and other sales, harm our reputation with consumers, have a materialadverse impact on the growth of our digital commerce business globally and could have a material adverse impact on our business andresults of operations. Risks specific to our digital commerce business also include liability for online content. Our failure to successfullyrespond to these risks might adversely affect sales in our digital commerce business, as well as damage our reputation and brands. Manyfactors unique to e-commerce operations, some of which are beyond our control, pose risks and uncertainties. Risks include, but are notlimited to credit card fraud or data mismanagement.

We are subject to data security and privacy risks that could negatively affect our results, operations or reputation.

In addition to our own sensitive and proprietary business information, we handle transactional and personal information aboutour customers and users of our digital experiences, which include online distribution channels and product engagement, adaptive productsand personal fitness applications. Hackers and data thieves are increasingly sophisticated and operate social engineering, such as phishing,and large-scale, complex automated attacks that can evade detection for long periods of time. Any breach of our or our service providers’network, or other vendor systems, may result in the loss of confidential business and financial data, misappropriation of our consumers’,users’ or employees’ personal information or a disruption of our business. Any of these outcomes could have a material adverse effecton our business, including unwanted media attention, impairment of our consumer and customer relationships, damage to our reputation;resulting in lost sales and consumers, fines, lawsuits, or significant legal and remediation expenses. We also may need to expendsignificant resources to protect against, respond to and/or redress problems caused by any breach. In addition, we must comply withincreasingly complex and rigorous regulatory standards enacted to protect business and personal data in the U.S., Europe and elsewhere.

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Failure of our contractors or our licensees’ contractors to comply with local laws and other standards could harm our business.

We work with contractors outside of the U.S. to manufacture our products. We require the contractors that directly manufactureour products and our licensees that make products using our intellectual property (including, indirectly, their contract manufacturers) tocomply with environmental, health and safety standards for the benefit of workers. We also require these contractors to comply withapplicable standards for product safety. Notwithstanding their contractual obligations, from time-to-time contractors may not comply withsuch standards or applicable local law or our licensees may fail to enforce such standards or applicable local law on their contractors.Significant or continuing noncompliance with such standards and laws by one or more contractors could harm our reputation or result in aproduct recall and, as a result, could have an adverse effect on our sales and financial condition. Negative publicity regarding productionmethods, alleged practices or workplace or related conditions of any of our suppliers, manufacturers or licensees could adversely affectour brand image and sales and force us to locate alternative suppliers, manufacturers or licenses.

Our international operations involve inherent risks which could result in harm to our business.

All of our equipment is manufactured outside of the U.S. with a large volume of our products being also sold outside of theU.S. Accordingly, we are subject to the risks generally associated with global trade and doing business abroad, which include foreignlaws and regulations, varying consumer preferences across geographic regions, political unrest, disruptions or delays in cross-bordershipments and changes in economic conditions in countries in which our products are manufactured or where we sell products. Thisincludes, for example, the uncertainty surrounding the effect of Brexit, including changes to the legal and regulatory framework thatapply to the United Kingdom and its relationship with the European Union, as well as new and proposed changes affecting tax lawsand trade policy in the U.S. and elsewhere as further described in other risks in this section. The U.S. presidential administration hasindicated a focus on policy reforms that discourage U.S. corporations from outsourcing manufacturing and production activities to foreignjurisdictions, including through tariffs or penalties on goods manufactured outside the U.S., which may require us to change the way weconduct business and adversely affect our results of operations. The administration has also targeted the specific practices of certain U.S.



multinational corporations in public statements which, if directed at us, could harm our reputation or otherwise negatively impact ourbusiness.

We could be subject to changes in tax rates, adoption of new tax laws, additional tax liabilities or increased volatility in our effective taxrate.

We are subject to the tax laws in the U.S. and numerous foreign jurisdictions. Current economic and political conditions maketax laws and regulations, or their interpretation and application, in any jurisdiction subject to significant change. On December 22, 2017,the U.S. enacted the Tax Cuts and Jobs Act (the “Tax Act”), which includes a number of significant changes to previous U.S. tax laws thatimpact us, including provisions for a one-time transition tax on deemed repatriation of undistributed foreign earnings, and a reductionin the corporate tax rate from 35% to 21% for tax years beginning after December 31, 2017, among other changes. The Tax Act alsotransitions U.S. international taxation from a worldwide system to a modified territorial system and includes base erosion preventionmeasures on non-U.S. earnings, which has the effect of subjecting certain earnings of our foreign subsidiaries to U.S. taxation.

We earn a substantial portion of our income in foreign countries and are subject to the tax laws of those jurisdictions. Therehave been proposals to reform foreign tax laws that could significantly impact how U.S. multinational corporations are taxed on foreignearnings. Although we cannot predict whether or in what form these proposals will pass, several of the proposals considered, if enactedinto law, could have an adverse impact on our income tax expense and cash flows.

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Portions of our operations are subject to a reduced tax rate or are free of tax under various tax holidays and rulings. We alsoutilize tax rulings and other agreements to obtain certainty in treatment of certain tax matters. These holidays and rulings expire in wholeor in part from time to time and may be extended when certain conditions are met or terminated if certain conditions are not met. Theimpact of any changes in conditions would be the loss of certainty in treatment thus potentially impacting our effective income tax rate.

We may also be subject to the examination of our tax returns by the U.S. Internal Revenue Service (“IRS”) and other taxauthorities. We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of ourprovision for income taxes. Although we believe our tax provisions are adequate, the final determination of tax audits and any relateddisputes could be materially different from our historical income tax provisions and accruals. The results of audits or related disputescould have an adverse effect on our financial statements for the period or periods for which the applicable final determinations aremade. For example, we and our subsidiaries are also engaged in a number of intercompany transactions across multiple tax jurisdictions.Although we believe we have clearly reflected the economics of these transactions and the proper local transfer pricing documentation isin place, tax authorities may propose and sustain adjustments that could result in changes that may impact our mix of earnings in countrieswith differing statutory tax rates.

Our products are subject to risks associated with overseas sourcing, manufacturing and financing.

The principal materials used in our products (e.g., injection molded plastics, polyester, electrical motors, remote controls) areavailable in countries where our manufacturing takes place. Our products are dependent upon the ability of our unaffiliated contractmanufacturers to locate, train, employ and retain adequate personnel. Slinger contractors and suppliers buy raw materials and are subjectto wage rates that are oftentimes regulated by the governments of the countries in which our products are manufactured.

There could be a significant disruption in the supply of raw materials from current sources or, in the event of a disruption, ourcontract manufacturers might not be able to locate alternative suppliers of materials of comparable quality at an acceptable price or at all.Further, our unaffiliated contract manufacturers have experienced and may continue to experience in the future, unexpected increases inwork wages, whether government mandated or otherwise and increases in compliance costs due to governmental regulation concerningcertain metals used in the manufacturing of our products. In addition, we cannot be certain that our unaffiliated manufacturers will beable to fill our orders in a timely manner. If we experience significant increases in demand, or reductions in the availability of materials,or need to replace an existing manufacturer, there can be no assurance additional supplies of raw materials or additional manufacturingcapacity will be available when required on terms acceptable to us, or at all, or that any supplier or manufacturer would allocate sufficientcapacity to us in order to meet our requirements. In addition, even if we are able to expand existing or find new manufacturing or sourcesof materials, we may encounter delays in production and added costs as a result of the time it takes to train suppliers and manufacturersin our methods, products, quality control standards and labor, health and safety standards. Any delays, interruption or increased costsin labor or wages, or the supply of materials or manufacture of our products could have an adverse effect on our ability to meet retailcustomer and consumer demand for our products and result in lower revenues and net income both in the short- and long-term.



Because independent manufacturers make all of our products outside of our principal sales markets, our products mustbe transported by third parties over large geographic distances. Delays in the shipment or delivery of our products due to theavailability of transportation, work stoppages, port strikes, infrastructure congestion or other factors, and costs and delays associatedwith consolidating or transitioning between manufacturers, could adversely impact our financial performance. In addition, manufacturingdelays or unexpected demand for our products may require us to use faster, but more expensive, transportation methods such as air freight,which could adversely affect our profit margins. The cost of oil is a significant component in manufacturing and transportation costs, soincreases in the price of petroleum products can adversely affect our profit margins. Changes in U.S. trade policies, including new andpotential changes to import tariffs and existing trade policies and agreements, could also have a significant impact on our activities inforeign jurisdictions, and could adversely affect our results of operations.

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We rely significantly on information technology to operate our business, including our supply chain and retail operations, and any failure,inadequacy or interruption of that technology could harm our ability to effectively operate our business.

We are heavily dependent on information technology systems and networks, including the Internet and third-party services(“Information Technology Systems”), across our supply chain, including product design, production, forecasting, ordering,manufacturing, transportation, sales and distribution, as well as for processing financial information for external and internal reportingpurposes, retail operations and other business activities. Information Technology Systems are critical to many of our operating activitiesand our business processes and they may be negatively impacted by any service interruption or shutdown. For example, our ability toeffectively manage and maintain our inventory and to ship products to customers on a timely basis depends significantly on the reliabilityof these Information Technology Systems. We have implemented Information Technology Systems in all of the geographical regions inwhich we operate. Our work to integrate, secure and enhance these systems and related processes in our global operations is ongoingand Slinger will continue to invest in these efforts. The failure of these systems to operate effectively, including as a result of securitybreaches, viruses, hackers, malware, natural disasters, vendor business interruptions or other causes, or failure to properly maintain,protect, repair or upgrade systems, or problems with transitioning to upgraded or replacement systems could cause delays in productfulfillment and reduced efficiency of our operations, could require significant capital investments to remediate the problem which maynot be sufficient to cover all eventualities, and may have an adverse effect on our reputation, results of operations and financial condition.

We also use Information Technology Systems to process financial information and results of operations for internal reportingpurposes and to comply with regulatory financial reporting, legal and tax requirements. If Information Technology Systems suffer severedamage, disruption or shutdown and our business continuity plans, or those of our vendors, do not effectively resolve the issues in atimely manner, we could experience delays in reporting our financial results, which could result in lost revenues and profits, as well asreputational damage. Furthermore, we depend on Information Technology Systems and personal data collection for digital marketing,digital commerce, consumer engagement and the marketing and use of our digital products and services. We also rely on our abilityto engage in electronic communications throughout the world between and among our employees as well as with other third parties,including customers, suppliers, vendors and consumers. Any interruption in Information Technology Systems may impede our ability toengage in the digital space and result in lost revenues, damage to our reputation, and loss of users.

Our financial results may be adversely affected if substantial investments in businesses and operations fail to produce expected returns.

From time to time, we may invest in technology, business infrastructure, new businesses, product offering and manufacturinginnovation and expansion of existing businesses, such as our digital commerce operations, which require substantial cash investmentsand management attention. We believe cost-effective investments are essential to business growth and profitability; however, significantinvestments are subject to typical risks and uncertainties inherent in developing a new business or expanding an existing business. Thefailure of any significant investment to provide expected returns or profitability could have a material adverse effect on our financialresults and divert management attention from more profitable business operations.

We are subject to a complex array of laws and regulations, which could have an adverse effect on our business, financial condition andresults of operations.

As a global business, we are subject to and must comply with extensive laws and regulations in the U.S. and other jurisdictions inwhich we have operations and distribution channels. If we or our employees, agents, suppliers, and other partners fail to comply with anyof these laws or regulations, such failure could subject us to fines, sanctions or other penalties that could negatively affect our reputation,business, financial condition and results of operations. We may be involved in various types of claims, lawsuits, regulatory proceedingsand government investigations relating to our business, our products and the actions of our employees and representatives, includingcontractual and employment relationships, product liability, antitrust, trademark rights and a variety of other matters. It is not possible



to predict with certainty the outcome of any such legal or regulatory proceedings or investigations, and we could in the future incurjudgments, fines or penalties, or enter into settlements of lawsuits and claims that could have a material adverse effect on our business,financial condition and results of operations and negatively impact our reputation. The global nature of our business means legal andcompliance risks, such as anti-bribery, anti-corruption, fraud, trade, environmental, competition, privacy and other regulatory matters,will continue to exist and additional legal proceedings and other contingencies will arise from time to time, which could adversely affectus. In addition, the adoption of new laws or regulations, or changes in the interpretation of existing laws or regulations, may result insignificant unanticipated legal and reputational risks. Any current or future legal or regulatory proceedings could divert management’sattention from our operations and result in substantial legal fees.

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The sale of a large number of shares of common stock by our principal shareholder could depress the market price of our common stock.

As of December 31, 2021, Yonah Kalfa beneficially owned approximately 48% of our common stock outstanding. The sharesmay become available for resale, subject to the requirements of the U.S. securities laws. The sale or prospect of a sale of a substantialnumber of these shares could have an adverse effect on the market price of our common stock.

If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board, which would limit theability of broker-dealers to sell our securities in the secondary market.

Companies trading on the Over the Counter (OTC) Bulletin Board must be reporting issuers under Section 12 of the SecuritiesExchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privilegeson the OTC Bulletin Board. As a result, the market liquidity for our securities could be severely adversely affected by limiting the abilityof broker-dealers to sell our securities and the ability of shareholders to sell their securities in the secondary market. In addition, we maybe unable to get relisted on the OTC Bulletin Board, which may have an adverse material effect on the Company.

Our common stock is considered a “penny stock,” any investment in our shares is considered to be a high-risk investment and is subjectto restrictions on marketability.

Our common stock is considered a “penny stock” because it is quoted on the OTCQB and it trades for less than $5.00 per share.The OTCQB is generally regarded as a less efficient trading market than the NASDAQ Capital or Global Markets or the New YorkStock Exchange. The SEC has rules that regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocksgenerally are equity securities with a price of less than $5.00 per share (other than securities registered on certain national securitiesexchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in suchsecurities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock nototherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies informationabout penny stocks and the nature and significance of risks of the penny stock market. The broker-dealer also must provide the customerwith bid and offer quotations for the penny stock, the compensation of the broker-dealer and any salesperson in the transaction, andmonthly account statements indicating the market value of each penny stock held in the customer’s account. In addition, the penny stockrules require that, prior to effecting a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make aspecial written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreementto the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for ourcommon stock. Since our common stock is subject to the regulations applicable to penny stocks, the market liquidity for our commonstock could be adversely affected because the regulations on penny stocks could limit the ability of broker-dealers to sell our commonstock and thus your ability to sell our common stock in the secondary market in the future. We can provide no assurance that our commonstock will be quoted or listed on the OTCQB, NASDAQ or any exchange, even if eligible in the future.

There is substantial doubt regarding our ability to continue as a going concern absent obtaining adequate new debt or equity financingand achieving sufficient sales levels.

The Company’s management has determined that there is substantial doubt about the Company’s ability to continue as a goingconcern and the report of our independent registered public accounting firm on our consolidated financial statements for the years endedApril 30, 2021 and 2020 included an explanatory paragraph with respect to the foregoing. Our ability to continue as a going concern isdependent upon our ability to raise additional capital and implement our business plan. This determination was based on the followingfactors: (i) the Company has a working capital deficit as of April 30, 2021, used cash in operations for the fiscal year ended April 30, 2021of $4,517,457 million in 2021, and the Company’s available cash as of the date of this filing will not be sufficient to fund its anticipatedlevel of operations for the next 12 months; (ii) the Company will require additional financing for the fiscal year ending April 30, 2022



to continue at its expected level of operations; and (iii) if the Company fails to obtain the needed capital, it will be forced to delay, scaleback, or eliminate some or all of its development activities or perhaps cease operations. In the opinion of management, these factors,among others, raise substantial doubt about the ability of the Company to continue as a going concern as of the date of the end of theperiod covered by this report and for one year from the issuance of the consolidated financial statements.

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We have limited financial resources. Our independent registered auditors’ report includes an explanatory paragraph stating that there issubstantial doubt about our ability to continue as a going concern.

As a result of our deficiency in working capital at April 30, 2021 and other factors, our auditors have included a paragraph intheir audit report regarding substantial doubt about our ability to continue as a going concern. Our plans in this regard are to increaseproduct sales, increase production, obtain inventory financing, seek strategic alternatives and to seek additional capital through futureequity private placements or debt facilities.

We have recorded net losses since inception and have significant accumulated deficits. We have relied upon loans and equityfinancings for operating capital. Total revenues will be insufficient to pay off existing debt and fund operations. We may be requiredto rely on further debt financing, further loans from related parties, and private placements of our common and preferred stock for ouradditional cash needs. Such funding sources may not be available, or the terms of such funding sources may not be acceptable to theCompany.

We will need additional capital in the future to finance our planned growth, which we may not be able to raise or it may only be availableon terms unfavorable to us or our stockholders, which may result in our inability to fund our working capital requirements and harm ouroperational results.

We have and expect to continue to have substantial working capital needs. Our cash on hand, together with cash generatedfrom product sales, services, cash equivalents and short-term investments will not meet our working capital and capital expenditurerequirements for the next twelve months. In fact, we will be required to raise additional funds throughout 2022 or we will need to limitoperations until such time as we can raise substantial funds to meet our working capital needs. In addition, we will need to raise additionalfunds to fund our operations and implement our growth strategy, or to respond to competitive pressures and/or perceived opportunities,such as investment, acquisition, marketing and development activities.

If we experience operating difficulties or other factors, many of which may be beyond our control, cause our revenues or cashflows from operations, if any, to decrease, we may be limited in our ability to spend the capital necessary to complete our development,marketing and growth programs. We require additional financing, in addition to anticipated cash generated from our operations, to fundour working capital requirements. Additional financing might not be available on terms favorable to us, or at all. If adequate funds werenot available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities,develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. In such a capital restrictedsituation, we may curtail our marketing, development, and operational activities or be forced to sell some of our assets on an untimely orunfavorable basis.

We are subject to the periodic reporting requirements of Section 15(d) and 12(g) of the Exchange Act that require us to incur audit feesand legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn aprofit.

We are required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgatedthereunder. In order to comply with these requirements, our independent registered public accounting firm will have to review ourfinancial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will haveto review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accuratelypredicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reportscannot be determined at this time and will affect the amount of time to be spent by our auditors and attorneys. However, the incurrence ofsuch costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirementsand earn a profit.

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However, for as long as we remain an “emerging growth company” as defined in the Jumpstart Our Business Startups Actof 2012, or JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to otherpublic companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditorattestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation inour periodic reports and proxy statements, and exemptions from the requirements of holding an annual nonbinding advisory vote onexecutive compensation and seeking nonbinding stockholder approval of any golden parachute payments not previously approved. Wemay take advantage of these reporting exemptions until we are no longer an “emerging growth company.”

We will remain an “emerging growth company” for up to five years, although we would cease to be an “emerging growthcompany” prior to such time if we have more than $1.07 billion in annual revenue, more than $700 million in market value of our commonstock is held by non-affiliates or we issue more than $1 billion of non-convertible debt over a three-year period.

If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investorscould lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, coulddrop significantly.

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation beingdisseminated to the public.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Asdefined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of,the principal executive and principal financial officer and effected by the Board of Directors, management and other personnel, to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles and includes those policies and procedures that:

● pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositionsof the assets of the Company;

●provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts and expenditures of the Company are beingmade only in accordance with authorizations of management and/or directors of the Company; and

● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of theCompany’s assets that could have a material effect on the financial statements.

Our internal controls may be inadequate or ineffective, which could cause financial reporting to be unreliable and lead tomisinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investmentdecision.

Failure to achieve and maintain an effective internal control environment could cause us to face regulatory action and also causeinvestors to lose confidence in our reported financial information, either of which could have a material adverse effect on the Company’sbusiness, financial condition, results of operations and future prospects.

However, our auditors will not be required to formally attest to the effectiveness of our internal control over financial reportingpursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act if we take advantage of theexemptions available to us through the JOBS Act.

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The costs of being a public company could result in us being unable to continue as a going concern.

As a public company, we are required to comply with numerous financial reporting and legal requirements, including thosepertaining to audits and internal control. The costs of maintaining public company reporting requirements could be significant and maypreclude us from seeking financing or equity investment on terms acceptable to us and our shareholders. We estimate these costs to be inexcess of $100,000 per year and may be higher if our business volume or business activity increases significantly. Our current estimate ofcosts does not include the necessary expenses associated with compliance, documentation and specific reporting requirements of Section404 as we will not be subject to the full reporting requirements of Section 404 until we exceed $700 million in market capitalization or we



decide to opt-out of the “emerging growth company” as defined under the JOBS Act. This exemption is available to us under the JOBSAct or until we have been public for more than five years.

If our revenues are insufficient or non-existent, and/or we cannot satisfy many of these costs through the issuance of shares ordebt, we may be unable to satisfy these costs in the normal course of business. This would certainly result in our being unable to continueas a going concern.

Persons who purchase shares of our common stock may lose their money without us ever being able to develop a market.

In the event that no market to purchase our common shares is ever created, it is likely that the entire investment of a purchaserin our common stock would be lost.

Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additionalshares.

We do not have any committed sources of financing. Our Board of Directors has authority, without action or vote of theshareholders, to issue all or part of the authorized 300,000,000 shares that are not issued. In addition, if a trading market ever developsfor our common stock, we may attempt to raise additional capital by selling shares, possibly at a deep discount to market. These actionswill result in dilution of the ownership interests of existing shareholders, further dilute common stock book value, and that dilution maybe material.

There is a limited trading market for our shares of common stock on the OTC Market. You may not be able to sell your shares of commonstock if you need money.

Our common stock is traded on the OTC Market, an inter-dealer automated quotation system for equity securities. There hasbeen limited trading activity in our common stock, and when it has traded, the price has fluctuated widely. We consider our common stockto be “thinly traded” and any last reported sale prices might not be a true market-based valuation of the common stock. Stockholders mayexperience difficulty selling their shares if they choose to do so because of the illiquid market and limited public float for our commonstock.

Because our common stock is deemed a low-priced “penny” stock, an investment in our common stock should be considered high riskand subject to marketability restrictions.

Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act of 1934, as amended,it will be more difficult for investors to liquidate their investment even if and when a market develops for the common stock. Until thetrading price of the common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules ofthe Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions inany penny stock, to:

● Deliver to the customer, and obtain a written receipt for, a disclosure document;● Disclose certain price information about the stock;● Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;● Send monthly statements to customers with market and price information about the penny stock; and

● In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to thecustomer with information specified in the rules.

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Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and mayaffect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any suchsecurities. These additional procedures could also limit our ability to raise additional capital in the future.

If we fail to maintain effective internal controls over financial reporting, then the price of our common stock may be adversely affected.

Our internal control over financial reporting may have weaknesses and conditions that could require correction or remediation,the disclosure of which may have an adverse impact on the price of our common stock. We are required to establish and maintainappropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established,



could adversely affect our public disclosures regarding our business, prospects, financial condition or results of operations. In addition,management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressedin our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknessesand conditions that need to be addressed in our internal control over financial reporting or disclosure of management’s assessment of ourinternal controls over financial reporting may have an adverse impact on the price of our common stock.

Future sales of our common stock may result in a decrease in the market price of our common stock, even if our business is doing well.

The market price of our common stock could drop due to sales of a large number of shares of our common stock in the marketor the perception that such sales could occur. This could make it more difficult to raise funds through future offerings of common stock.

Risks Related to Ownership of Our Shares

There is currently limited liquidity of shares of our common stock.

Shares of our common stock do not trade on a regular basis. Failure to develop or maintain a trading market could negativelyaffect its value and make it difficult or impossible for you to sell your shares. Even if a market for common stock does develop, themarket price of common stock may be highly volatile. In addition to the uncertainties relating to future operating performance and theprofitability of operations, factors such as variations in interim financial results or various, as yet unpredictable, factors, many of whichare beyond our control, may have a negative effect on the market price of our common stock. The liquidity of the shares of our commonstock may also be affected adversely by a forward stock split given the reduced number of shares that will be outstanding following aforward stock split, especially if the market price of our common stock does not increase as a result of the forward stock split.

Our stock price may be volatile, or may decline regardless of our operating performance, and you could lose all or part of your investmentas a result.

You should consider an investment in our common shares to be risky, and you should invest in our common shares only if youcan withstand a significant loss and wide fluctuation in the market value of your investment. The market price of our common sharescould be subject to significant fluctuations in response to the factors described in this section and other factors, many of which are beyondour control. Among the factors that could affect our stock price are:

● Actual or anticipated variations in our quarterly and annual operating results or those of companies perceived to be similarto us;

● Weather conditions, particularly during holiday shopping periods;

● Changes in expectations as to our future financial performance, including financial estimates by securities analysts andinvestors, or differences between our actual results and those expected by investors and securities analysts;

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● Fluctuations in the market valuations of companies perceived by investors to be comparable to us;

●The public’s response to our or our competitors’ filings with the SEC or announcements regarding new products or services,enhancements, significant contracts, acquisitions, strategic investments, litigation, restructurings or other significantmatters;

● Speculation about our business in the press or the investment community;

● Future sales of our shares;

● Actions by our competitors;

● Additions or departures of members of our senior management or other key personnel; and

● The passage of legislation or other regulatory developments affecting us or our industry.



In addition, the securities markets have experienced significant price and volume fluctuations that have affected and continueto affect market price of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to theoperating performance of particular companies. These broad market fluctuations, as well as general economic, systemic, political andmarket conditions, such as recessions, loss of investor confidence, interest rate changes, or international currency fluctuations, maynegatively affect the market price of our shares.

If any of the foregoing occurs, it could cause our stock price to fall and may expose us to securities class action litigation that,even if unsuccessful, could be costly to defend and a distraction to management.

The trading market for our common shares will be influenced by the research and reports that equity research analysts publishabout us and our business. The price of our common shares could decline if one or more securities analysts downgrade our commonshares or if those analysts issue a sell recommendation or other unfavorable commentary or cease publishing reports about us or ourbusiness. If one or more of the analysts who elect to cover us downgrade our common shares, our share price could decline rapidly. If oneor more of these analysts cease coverage of us, we could lose visibility in the market, which in turn could cause our common share priceand trading volume to decline.

We do not intend to pay dividends on our shares of common stock.

We intend to retain all of our earnings, if any, for the foreseeable future to finance the operation and expansion of our businessand do not anticipate paying cash dividends. Any future determination to pay dividends will be at the discretion of our board of directors,subject to compliance with applicable law and any contractual provisions, and will depend on, among other factors, our results ofoperations, financial condition, capital requirements and other factors that our board of directors deems relevant. As a result, you shouldexpect to receive a return on your investment in our common shares only if the market price of our common stock increases, which maynever occur.

Future sales, or the perception of future sales, of our common stock may depress the price of our common stock.

As of August 27, 2021, we have 41,850,872 outstanding common shares. Of these shares, 6,562,001 shares are in the publicfloat or are eligible for re-sale under Rule 144. The remaining 35,288,871 shares common stock outstanding are “restricted securities”within the meaning of Rule 144. Additional sales of our common shares in the public market after the date hereof, or the perception thatthese sales could occur, could cause the market price of our common shares to decline.

If we implement a reverse stock split in the future, it may not result in a proportional increase in the per share price of our common stock.

The effect of a future reverse stock split, if any, on the market price for our common stock cannot be accurately predicted.In particular, we cannot assure you that the prices for shares of the common stock after a future reverse stock split will increaseproportionately to prices for shares of our common stock immediately before a reverse stock split. The market price of our common stockmay also be affected by other factors which may be unrelated to a future reverse stock split or the number of shares outstanding. As such,there can be no assurance that the market price per post-split share will be sufficient to obtain listing on the Nasdaq Global Market orremain in excess of the minimum closing bid price as required by the Nasdaq rules, or that the Company will or would otherwise meetthe requirements of the Nasdaq for initial or continued inclusion for trading on the Nasdaq Global Market.

Furthermore, even if the market price of our common stock does rise following a reverse stock split, we cannot assure you thatthe market price of our common stock immediately after a reverse stock split will be maintained for any period of time. Moreover, becausesome investors may view a reverse stock split negatively, we cannot assure you that a reverse stock split will not adversely impact themarket price of our common stock. Accordingly, our total market capitalization after a reverse stock split may be lower than the marketcapitalization before a reverse stock split.

A reverse stock split may not help generate additional investor interest.

There can be no assurance that a reverse stock split will result in a per share price that will attract institutional investors or investmentfunds or that such share price will satisfy the investing guidelines of institutional investors or investment funds. As a result, the tradingliquidity of our common stock may not necessarily improve.

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USE OF PROCEEDS



We will not receive any proceeds from the sale of common stock by the selling stockholders. All of the net proceeds from thesale of our common stock will go to the selling stockholders as described below in the sections entitled “Selling Stockholders” and “Planof Distribution”. We have agreed to bear the expenses relating to the registration of the common stock for the selling stockholders.

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DETERMINATION OF OFFERING PRICE

The selling stockholders will offer shares of our common stock at the prevailing market prices or privately negotiated prices. Theoffering price of our common stock does not necessarily bear any relationship to our book value, assets, past operating results, financialcondition or any other established criteria of value. Our common stock may not trade at the market prices in excess of the offering pricesfor common stock in any public market, will be determined in the marketplace and may be influenced by many factors, including thedepth and liquidity of the market for our common stock.

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MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Authorized Capital

On February 25, 2020, we increased the number of authorized shares of common stock from 75,000,000 to 300,000,000 andeffected a 4-1 forward split of our outstanding shares of common stock. Approval of our stockholders was not required to be obtained, asauthorized by Nevada Revised Statute Section 78.207, et seq. The forward split became effective on February 25, 2020. As a result of theforward stock split, each share of our common stock outstanding has been split into four shares of our common stock.

The holders of shares of our common stock shall be entitled to receive, when and as declared by the Board of Directors, out offunds legally available therefor, dividends payable in cash, stock or otherwise. Upon any liquidation, dissolution or winding up of theCompany, whether voluntary or involuntary, the net assets of the Company shall be distributed pro rata to the holders of the CommonStock in accordance with their respective rights and interest. See “Description of Capital Stock”.

For all undesignated preferred stock, the Board is authorized to determine the number of series into which such undesignatedshares may be divided, the number of shares within each series, and the designations, rights and preferences associated with such shares.

Approximate Number of Equity Security Holders

On December 31, 2021, there were 125 holders of record of our common stock, as reported by our transfer agent. In computingthe number of holders of record, each broker-dealer and clearing corporation holding shares on behalf of its customers is counted asa single shareholder. A significant number of shares of our common stock are held in either nominee name or street name brokerageaccounts, and consequently, we are unable to determine the total number of beneficial owners of our stock.

Shares Outstanding

As of December 31, 2021, there were 41,869,622 shares of our common stock outstanding.

Dividend Policy

We have not paid and do not expect to declare or pay any cash dividends on our common stock in the foreseeable future. Wecurrently expect to retain all future earnings for use in the operation and expansion of our business. The declaration and payment of anycash dividends in the future will be determined by our Board of Directors, in its discretion, and will depend on a number of factors,including our earnings, capital requirements, overall financial condition and contractual restrictions, if any.

Market for Shares of Common Stock

Shares of our common stock are quoted on the OTCQB of the OTC Markets Group Inc. under the symbol “SLBG”. OnDecember 31, 2021, the closing price per share of our common stock as reported by OTC Markets Group Inc. was $1.70.



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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notesappearing elsewhere in this prospectus. In addition to historical information, this discussion and analysis contains forward-lookingstatements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in theseforward-looking statements as a result of certain factors, including but not limited to those set forth in “Risk Factors.”

Overview

Lazex Inc. (“Lazex”) was incorporated under the laws of the State of Nevada on July 12, 2015. On August 23, 2019, themajority owner of Lazex entered into a Stock Purchase Agreement with Slinger Bag Americas Inc., a Delaware corporation (“SlingerBag Americas”), which was 100% owned by Slinger Bag Ltd. (“SBL”), an Israeli company. In connection with the Stock PurchaseAgreement, Slinger Bag Americas acquired 20,000,000 shares of common stock of Lazex for $332,239. On September 16, 2019, SBLtransferred its ownership of Slinger Bag Americas to Lazex in exchange for the 20,000,000 shares of Lazex acquired on August 23, 2019.As a result of these transactions, Lazex owned 100% of Slinger Bag Americas and the sole shareholder of SBL owned 20,000,000 sharesof common stock (approximately 82%) of Lazex. Effective September 13, 2019, Lazex changed its name to Slinger Bag Inc.

On October 31, 2019, Slinger Bag Americas acquired control of Slinger Bag Canada, Inc., (“Slinger Bag Canada”) a Canadiancompany incorporated on November 3, 2017. There were no assets, liabilities or historical operational activity of Slinger Bag Canada.

On February 10, 2020, Slinger Bag Americas became the 100% owner of SBL, along with SBL’s wholly owned subsidiarySlinger Bag International (UK) Limited (“Slinger Bag UK”), which was formed on April 3, 2019. The owner of SBL contributed it toSlinger Bag Americas for no consideration.

On June 21, 2021, Slinger Bag Americas entered into a membership interest purchase agreement with Charles Ruddy to acquirea 100% ownership stake in Foundation Sports Systems, LLC (“Foundation Sports”).

The operations of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK, SBL and Foundation Sportsare collectively referred to as “we,” “our,” “Slinger,” or the “Company.”

The Company operates in the sporting and athletic goods business. The Company is the owner of the Slinger Launcher, a highlyportable and affordable ball launcher built into an easy to transport wheeled trolley bag. The Slinger Launcher allows anyone to simplyand easily control the speed, frequency and elevation of balls that are launched for practice, training or fitness purposes.

Critical Accounting Policies and Estimates

Basis of Presentation

The consolidated financial statements of the Company are presented in accordance with accounting principles generally acceptedin the United States of America (“GAAP”). As a result of the transactions described above, the accompanying consolidated financialstatements include the combined results of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK and SBL forthe years ended April 30, 2021 and 2020. The contribution of the net assets of SBL is reflected as an equity contribution at historical coston May 1, 2019, the beginning of the earliest period in which the entities were under common control. There was no historical activity inSlinger Bag Americas or Slinger Bag Canada prior to May 1, 2019. All intercompany accounts and transactions have been eliminated inconsolidation.

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Use of Estimates



The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates andassumptions that affect the amounts reported in the financial statements and accompanying notes. Accordingly, actual results could differfrom those estimates.

Valuation of Inventory

Inventory is valued at the lower of the cost (determined principally on a first-in, first-out basis) or net realizable value. TheCompany’s valuation of inventory includes inventory reserves for inventory that will be sold below cost and the impact of inventoryshrink. Inventory reserves are based on historical information and assumptions about future demand and inventory shrink trends. It ispossible that changes to inventory reserve estimates could be required in future periods due to changes in market conditions.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, the core principleof which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amountthat reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. TheCompany recognizes revenue for its performance obligation associated with its contracts with customers at a point in time once productsare shipped. Amounts collected from customers in advance of shipping products ordered are reflected as deferred revenue on theaccompanying consolidated balance sheets. The Company’s standard terms are non-cancelable and do not provide for the right-of-return,other than for defective merchandise covered under the Company’s standard warranty. The Company has not historically experienced anysignificant returns or warranty issues.

Fair Value of Financial Instruments

Fair value of financial and non-financial assets and liabilities is defined as an exit price, representing the amount that wouldbe received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The three-tier hierarchyfor inputs used in measuring fair value, which prioritizes the inputs used in the methodologies of measuring fair value for assets andliabilities, is as follows:

Level 1 — Quoted prices in active markets for identical assets or liabilitiesLevel 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilitiesLevel 3 — Unobservable pricing inputs in the market

Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to thefair value measurements. Our assessment of the significance of a particular input to the fair value measurements requires judgment andmay affect the valuation of the assets and liabilities being measured and their categorization within the fair value hierarchy.

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, and accounts payable. Thecarrying amount of these financial instruments approximates fair value due to their short-term maturity. The Company’s derivativeliabilities were calculated using Level 2 assumptions.

Income Taxes

Income taxes are accounted for in accordance with the provisions of ASC 740, Accounting for Income Taxes. Deferred taxassets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carryingamounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted taxrates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Theeffect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts that are more likely than not to berealized.

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Long-Lived Assets

In accordance with ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes incircumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company



compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated usefullives against their respective carrying amount. If those net undiscounted cash flows do not exceed the carrying amount, impairment, ifany, is based on the excess of the carrying amount over the fair value, based on market value or discounted expected cash flows of thoseassets and is recorded in the period in which the determination is made. There was no impairment of long-lived assets identified duringthe year ended April 30, 2021 or 2020.

Valuation of Warrants

The Company grants warrants to key employees and executives as compensation on a discretionary basis. The Company alsogrants warrants in connection with certain note payable agreements and other key arrangements. The Company is required to estimatethe fair value of share-based awards on the measurement date and recognize as expense that value of the portion of the award that isultimately expected to vest over the requisite service period.

Recent Accounting Pronouncements

In December 2019, the FASB issued Accounting Standards Update (ASU), 2019-12, Simplifying the Accounting for IncomeTaxes, which amends ASC 740, Income Taxes (ASC 740). This update is intended to simplify accounting for income taxes by removingcertain exceptions to the general principles in ASC 740 and amending existing guidance to improve consistent application of ASC 740.This update is effective for fiscal years beginning after December 15, 2021. The guidance in this update has various elements, some ofwhich are applied on a prospective basis and others on a retrospective basis with earlier application permitted. The Company is currentlyevaluating the effect of this ASU on the Company’s financial statements and related disclosures.

Results of Operations for the Three Months Ended October 31, 2021 and 2020

The following are the results of our operations for the three months ended October 31, 2021 as compared to 2020:

For the Three Months EndedOctober 31, October 31,

2021 2020 Change(Unaudited) (Unaudited)

Net sales $ 5,400,542 $ 2,620,068 $ 2,780,474Cost of sales 3,315,605 1,579,750 1,735,855Gross income 2,084,937 1,040,318 1,044,619

Operating expenses:Selling and marketing expenses 887,809 397,922 489,887General and administrative expenses 36,197,888 829,510 35,368,378Research and development costs 103,318 15,439 87,879

Total operating expenses 37,189,015 1,242,871 35,946,144Loss from operations (35,104,078) (202,553) (34,901,525)

Other expense (income):Amortization of debt discounts 2,629,069 52,543 2,576,526Loss on extinguishment of debt 1,978,295 1,999,487 (21,192)Induced conversion loss - 51,412 (51,412)Gain on change in fair value of derivatives (4,803,569) - (4,803,569)Loss on issuance of convertible notes 3,689,369 - 3,689,369Interest expense - related party 22,495 144,085 (121,590)Interest expense, net 205,620 74,046 131,574

Total other expense 3,721,279 2,321,573 1,399,706Loss before income taxes (38,825,357) (2,524,126) (36,301,231)Provision for income taxes - - -Net loss $ (38,825,357) $ (2,524,126) $ (36,301,231)



Net sales

Net sales increased $2,780,474, or 106%, during the three months ended October 31, 2021 as compared to the three months ended October31, 2020. The increase is due to an increase in the number of new orders placed on the Company’s website and from its internationaldistributors and fulfilled during the three months ended October 31, 2021 as compared to the three months ended October 31, 2020 whenthe product was still relatively new to the market. As of October 31, 2021, we had deferred revenue of $71,242 representing amountsreceived for units that have not been shipped to customers. We expect these orders to be fulfilled and the sales to be recognized in theCompany’s next fiscal quarter.

Cost of sales and Gross income

Cost of sales increased $1,735,855, or 110%, during the three months ended October 31, 2021 as compared to the three months endedOctober 31, 2020, which was primarily due to the increase in net sales. Gross income increased $1,044,619, or 100%, during the threemonths ended October 31, 2021 as compared to the three months ended October 31, 2020. The slight decrease in gross margin ascompared to prior year is primarily due to increased freight and duty costs in the current year as compared to prior year.

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Selling and marketing expenses

Selling and marketing expenses increased $489,887, or 123%, during the three months ended October 31, 2021 as compared to thethree months ended October 31, 2020. This increase is largely driven by an increase in social media advertising, sponsorships, and otherinvestments in our public relations presence in the current year in order to drive sales and build brand awareness.

General and administrative expenses

General and administrative expenses, which primarily consist of compensation (including share-based compensation) and otheremployee-related costs, as well as legal fees and fees for professional services, increased $35,368,378 during the three months endedOctober 31, 2021 as compared to the three months ended October 31, 2020. This increase is primarily driven by an increase of$32,381,309 of share-based compensation related to warrants granted to employees, a $681,155 increase in expense related to shares andwarrants issued in connection with services the majority of which relate to the warrants issued to the lead placement agent as part of theissuance of the Convertible Notes, and a $1,000,000 increase in legal fees related to closing costs incurred as part of the acquisitions ofPlaySight Interactive Ltd. and Flixsense Pty Ltd. d/b/a Gameface during the three months ended October 31, 2021. The remainder of theincrease is largely due to an increase in compensation expense due to increased headcount to support the continued growth of the businessas well as the acquisition of Foundation Sports in 2021.

Research and development costs

Research and development costs increased $87,879 during the three months ended October 31, 2021 as compared to the three monthsended October 31, 2020. This increase is primarily driven by our investment in a new platform and app that will integrate artificialintelligence (AI) technology to offer more value to our customers, which we began developing in December 2020, as well as the continueddevelopment and testing of launchers for new ball sports that are expected to be brought to market in the future.

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Other expense

Total other expense increased $1,399,706 during the three months ended October 31, 2021 as compared to the three months endedOctober 31, 2020. The increase was primarily due to the loss on the issuance of the Convertible Notes as well as an increase inamortization of debt discounts and interest expense, net due to the issuance of the Convertible Notes during the three months endedOctober 31, 2021. These increases were partially offset by the increased gain on the change in fair value of derivatives as well as adecrease in the loss on extinguishment of debt, induced conversion loss, and related party interest expense as a result of lower relatedparty debt balances year over year.

Results of Operations for the Six Months Ended October 31, 2021 and 2020



The following are the results of our operations for the six months ended October 31, 2021 as compared to 2020:

For the Six Months EndedOctober 31, October 31,

2021 2020 Change(Unaudited) (Unaudited)

Net sales $ 7,938,115 $ 3,185,053 $ 4,753,062Cost of sales 5,067,956 2,516,650 2,551,306Gross income 2,870,159 668,403 2,201,756

Operating expenses:Selling and marketing expenses 1,594,906 699,940 894,966General and administrative expenses 38,592,687 1,588,778 37,003,909Research and development costs 277,366 43,549 233,817

Total operating expenses 40,464,959 2,332,267 38,132,692Loss from operations (37,594,800) (1,663,864) (35,930,936)

Other expense (income):Amortization of debt discounts 2,650,285 286,251 2,364,034Loss on extinguishment of debt 7,096,730 1,432,820 5,663,910Induced conversion loss - 51,412 (51,412)Gain on change in fair value of derivatives (9,130,913) - (9,130,913)Loss on issuance of convertible notes 3,689,369 - 3,689,369Interest expense – related party 78,728 316,549 (237,821)Interest expense, net 281,670 147,256 134,414


Net sales

Net sales increased $4,753,062, or 149%, during the six months ended October 31, 2021 as compared to the six months ended October31, 2020. The increase is due to an increase in the number of new orders placed on the Company’s website and from its internationaldistributors and fulfilled during the six months ended October 31, 2021 as compared to the six months ended October 31, 2020 when alarge portion of the orders during the first three months of the year were related to the Kickstarter and Indiegogo crowdfunding campaignsinitiated in fiscal year 2019.

Cost of sales and Gross income

Cost of sales increased $2,551,306, or 101%, during the six months ended October 31, 2021 as compared to the six months ended October31, 2020, which was primarily due to the increase in net sales. Gross income increased $2,201,756, or 329%, during the six months endedOctober 31, 2021 as compared to the six months ended October 31, 2020.

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The increase in gross margin is largely due to the first quarter of the prior year resulting in a gross loss on net sales due to (1) discountedpricing on the initial crowdfunding orders, (2) as fulfillment was later than initially scheduled we fulfilled orders with the “deluxe”version of launcher (including all features), as well as tennis balls, both of which increased cost of sales, and (3) due to sanctions by theU.S. against Chinese sourced products, the import duty was raised on all launchers brought into the U.S. increasing our cost of sales. Asa result, our cost of sales exceeded initial sales values raised in our crowdfunding campaigns. As of the beginning of the third quarter inthe prior year, substantially all of the initial crowdfunding orders had been fulfilled.




Selling and marketing expenses increased $894,966, or 128%, during the six months ended October 31, 2021 as compared to the sixmonths ended October 31, 2020. This increase is largely driven by an increase in social media advertising, sponsorships, and otherinvestments in our public relations presence in the current year in order to drive sales and build brand awareness.


General and administrative expenses, which primarily consist of compensation (including share-based compensation) and otheremployee-related costs, as well as legal fees and fees for professional services, increased $37,003,909 during the six months endedOctober 31, 2021 as compared to the six months ended October 31, 2020. This increase is primarily driven by an increase of $32,381,309of share-based compensation related to warrants granted to employees, a $1,233,883 increase in expense related to shares and warrantsissued in connection with services the majority of which relate to the warrants issued to the lead placement agent as part of the issuanceof the Convertible Notes and shares and warrants issued to brand ambassadors, and a $1,000,000 increase in legal fees related to closingcosts incurred as part of the acquisitions of PlaySight Interactive Ltd. and Flixsense Pty Ltd. d/b/a Gameface during the six months endedOctober 31, 2021. The remainder of the increase is largely due to an increase in compensation expense due to increased headcount tosupport the continued growth of the business as well as the acquisition of Foundation Sports in 2021.


Research and development costs increased $233,817 during the six months ended October 31, 2021 as compared to the six monthsended October 31, 2020. This increase is primarily driven by our investment in a new platform and app that will integrate artificialintelligence (AI) technology to offer more value to our customers, which we began developing in December 2020, as well as the continueddevelopment and testing of launchers for new ball sports that are expected to be brought to market in the future.

Other expense

Total other expense increased $2,431,581 during the six months ended October 31, 2021 as compared to the six months ended October31, 2020. The increase was primarily due to the loss on the issuance of the Convertible Notes, an increase in loss on extinguishment ofdebt as a result of the conversion of the notes payable – related party, and increases in amortization of debt discounts and interest expense,net due to the issuance of the Convertible Notes during the six months ended October 31, 2021. These increases were partially offset byan increased gain on the change in fair value of derivatives as well as a decrease in induced conversion loss and related party interestexpense as a result of lower related party debt balances year over year.

Results of Operations for the Years Ended April 30, 2021 and 2020

The following are the results of our operations for the year ended April 30, 2021 as compared to April 30, 2020:

For the Year EndedApril 30, April 30,

2021 2020 Change

Net sales $ 10,804,214 $ 686,179 $ 10,118,035Cost of sales 7,680,290 1,370,897 6,309,393Gross income (loss) 3,123,924 (684,718) 3,808,642

Operating expenses:Selling and marketing expenses 1,761,154 563,003 1,198,151General and administrative expenses 4,749,922 5,291,075 (541,153)Research and development costs 339,385 179,982 159,403Transaction costs - 198,443 (198,443)

Total operating expenses 6,850,461 6,232,503 617,958

Loss from operations (3,726,537) (6,917,221) 3,190,684

Other expenses (income):Amortization of debt discount 376,506 1,565,174 (1,188,668)Loss on extinguishment of debt 3,030,495 - 3,030,495Induced conversion loss 51,412 - 51,412



Gain on change in fair value of derivatives (1,939,639) - (1,939,639)Interest expense - related party 608,668 171,918 436,750Interest expense 12,740,781 573,431 12,167,350


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Net sales

Our net sales during the year ended April 30, 2021 were $10,804,214, which consisted partially of shipped orders related to ourKickstarter and Indiegogo crowdfunding campaigns initiated in fiscal year 2019, as well as new orders placed and fulfilled to consumersvia our online marketplace and to our international distributors. Our net sales during the year ended April 30, 2020 were $686,179 andwere entirely related to our crowdfunding campaigns. As of April 30, 2021 and April 30, 2020, we had deferred revenue of $99,531 and$179,366, respectively, representing units that have not been shipped at year end.

Cost of sales

Our cost of sales during the year ended April 30, 2021 were $7,680,290, which represents the costs of units shipped during theperiod, and resulted in a gross profit of $3,123,924, or 29%. During the first quarter of the current year, we experienced a gross loss asthe bulk of our sales in that period related to the shipment of initial crowdfunding orders. The loss on these shipments was due to (1)discounted pricing on the initial crowdfunding orders, (2) as fulfillment was later than initially scheduled we fulfilled orders with the“deluxe” version of launcher (including all features), as well as tennis balls, both of which increased costs, and (3) due to sanctions bythe U.S. against Chinese sourced products, the import duty was raised on all launchers brought into the U.S. increasing our cost of sales.As a result, our cost of sales exceeded initial sales values raised in our crowdfunding campaigns. As of the beginning of the third quarter,substantially all of the initial crowdfunding orders had been fulfilled. Sales generated during the last two fiscal quarters represented neworders placed and fulfilled during the current year by consumers and distributors, which resulted in a positive gross profit. Currently, ourcost of sales is being negatively impacted by the large increase in container costs out of Asia. Our cost of sales during the year endedApril 30, 2020 were $1,370,897, and resulted in a gross loss of $684,718 for the reasons stated above relating to our crowdfunding orders.


During the year ended April 30, 2021, we incurred selling and marketing expenses of $1,761,154 compared with $563,003during the year ended April 30, 2020. This increase is largely driven by an increase in social media advertising, sponsorships, and otherinvestments in our public relations presence in order to drive sales and build brand awareness.


General and administrative expenses consist primarily of compensation, including share-based compensation, and otheremployee-related costs, as well as legal fees and fees for professional services. During the year ended April 30, 2021, we incurred generaland administrative expenses of $4,749,922 compared with $5,291,075 during the year ended April 30, 2020. The decrease in generaland administrative expenses is largely due to a one-time warrant grant to key employees and officers of the Company in the prior yearthat resulted in an expense of $3,741,746, which was partially offset in the current year by an increase in compensation expense due toincreased headcount as a result of the continued growth of the business.


During the year ended April 30, 2021, we incurred research and development costs of $339,385 compared with $179,982 duringthe year ended April 30, 2020. This increase is mainly driven by our investment in a new platform and app that will integrate artificialintelligence (AI) technology to offer more value to our customers.

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Transaction costs

During the year ended April 30, 2020, we incurred transaction costs associated with completing the Stock Purchase Agreementwith Slinger Bag Americas, as well as additional professional fees associated with being a publicly traded company.

Other expenses

During the years ended April 30, 2021 and April 30, 2020, we had other expenses totaling $14,868,223 and $2,310,523,respectively. The increase in other expenses for the year ended April 30, 2021 as compared to April 30, 2020 was primarily due toincreases in loss on extinguishment of debt of $3,030,495 and induced conversion loss of $51,412 due to debt extinguishment transactionsduring the year, increases in related party interest expense due to the increase in related party note payable balances during the year,and the increase in interest expense due to the $12,501,178 charge related to the warrants and make-whole provision that were issued inconjunction with a note payable that was entered into during the year. These increases were partially offset by decreases in amortizationof debt discount of $1,188,668 and the gain on the change in fair value of derivatives for the year ended April 30, 2021 of $1,939,639.

Liquidity and Capital Resources for the Six Months Ended October 31, 2021 and 2020

Our financial statements have been prepared on a going concern basis which assumes we will be able to realize our assets and dischargeour liabilities in the normal course of business for the foreseeable future. We had an accumulated deficit of $71,083,942 as of October31, 2021 and more losses are anticipated in the development of the business. Accordingly, there is substantial doubt about our ability tocontinue as a going concern. Our financial statements do not include any adjustments related to the recoverability and classification ofassets or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

The ability to continue as a going concern is dependent upon our generating profitable operations in the future and/or being able to obtainthe necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due.Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from related parties, and/or private placement of debt and/or common stock.

The following is a summary of our cash flows from operating, investing and financing activities for the six months ended October 31,2021 and 2020:


2021 2020Net cash used in operating activities $ (5,999,433) $ (1,544,039)Net cash used in investing activities (1,400,000) -Net cash provided by financing activities 8,209,420 2,120,000

We had cash and cash equivalents of $1,747,661 as of October 31, 2021, as compared to $928,796 as of April 30, 2021.

Net cash used in operating activities was $5,999,433 during the six months ended October 31, 2021, compared with $1,544,039 duringthe same period in 2020. Our net cash used in operating activities during the six months ended October 31, 2021 was primarily the resultof our net loss of $42,260,669 for the period as well as increases in inventory, prepaid expenses and other current assets, and accountsreceivable as well as decreases in accrued payroll and bonuses and deferred revenue during the period, which was partially offset by netnon-cash expenses of $38,424,269 and increases in accounts payable and accrued expenses and accrued interest – related party during theperiod. Our net cash used in operating activities during the six months ended October 31, 2020 was primarily the result of our net loss of$3,898,152 for the period as well as increases in inventory and accounts receivable during the period, which was partially offset by netnon-cash expenses of $1,954,328, increases in accounts payable and accrued expenses, accrued payroll and bonuses, deferred revenueand accrued interest – related party as well as a decrease in prepaid expenses and other current assets during the period.

Net cash used in investing activities was $1,400,000 and $0 for the six months ended October 31, 2021 and 2020, respectively. Our netcash used in investing activities during the six months ended October 31, 2021 consisted of $1,400,000 in issuances related to a notereceivable.

Net cash provided by financing activities was $8,209,420 for the six months ended October 31, 2021, as compared to $2,120,000 forthe same period in 2020. Cash provided by financing activities for the six months ended October 31, 2021 consisted of proceeds of$11,000,000 from convertible notes payable and proceeds of $1,000,000 from notes payable with a related party, which was partiallyoffset by a $2,000,000 repayment of a note payable, a $1,000,000 repayment of related party notes payable and $800,251 in debt issuance



costs related to the convertible notes payable. Cash provided by financing activities for the six months ended October 31, 2021 consistedof proceeds of $2,000,000 from notes payable with a related party and proceeds of $120,000 from a note payable.

Liquidity and Capital Resources for the Years Ended April 30, 2021 and 2020

Our financial statements have been prepared on a going concern basis, which assumes we will be able to realize our assetsand discharge our liabilities in the normal course of business for the foreseeable future. We had an accumulated deficit of $28,823,273as of April 30, 2021, and more losses are anticipated in the development of the business. Accordingly, there is substantial doubt aboutour ability to continue as a going concern. Our financial statements do not include any adjustments related to the recoverability andclassification of assets or the amounts and classification of liabilities that might be necessary should we be unable to continue as a goingconcern.

The ability to continue as a going concern is dependent upon our generating profitable operations in the future and/or being ableto obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when theybecome due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from relatedparties, and/or private placement of debt and/or common stock.

The following is a summary of our cash flows from operating, investing and financing activities for the years ended April 30,2021 and 2020:


2021 2020Cash flows from operating activities $ (4,517,457) $ (4,208,274)Cash flows from investing activities $ (30,000) $ 73,400Cash flows from financing activities $ 5,420,000 $ 4,217,761

We had cash and cash equivalents of $928,796 as of April 30, 2021, as compared to $79,847 as of April 30, 2020.

Net cash used in operating activities was $4,517,457 during the year ended April 30, 2021, compared with $4,208,274 duringthe year ended April 30, 2020. Our cash used in operating activities during the year ended April 30, 2021 was primarily the result of ournet loss of $18,594,760 for the year as well as increases in inventory and accounts receivable year over year, which was partially offsetby non-cash expenses of $14,892,030 and increases in accounts payable and accrued expenses, accrued payroll and bonuses and accruedinterest – related party as well as a decrease in prepaid expenses and other current assets year over year. Our net cash used in operatingactivities during year ended April 30, 2020 was primarily the result of our net loss of $9,227,744 during the year as well as increasesin inventory and prepaid expenses and other current assets, which was partially offset by non-cash expenses of $5,666,425 as well asincreases in accounts payable and accrued expenses, accrued payroll and bonuses and accrued interest – related party.

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Net cash used in investing activities was $30,000 for the year ended April 30, 2021, compared with net cash provided byinvesting activities of $73,400 for the for year ended April 30, 2020. Investing activities for the year ended April 30, 2021 related to thepurchase of the Slinger trademark, while investing activities for the year ended April 30, 2020 were the result of $73,400 in cash weacquired from the contribution of the net assets of Slinger Bag Limited.

Net cash provided by financing activities was $5,420,000 for the year ended April 30, 2021, compared with $4,217,761 for theyear ended April 30, 2020. Cash provided by financing activities for the year ended April 30, 2021 consisted of proceeds of $3,300,000from notes payable with a related party, proceeds of $3,120,000 from notes payable, and a repayment of notes payable with a relatedparty of $1,000,000. Cash provided by financing activities for the year ended April 30, 2020 consisted of proceeds of $2,100,000 fromnotes payable with a related party, $1,950,000 in proceeds from convertible notes payable, and proceeds of $500,000 from a note payable,which was partially offset by a distribution to the majority shareholder for $332,239.

Description of Indebtedness

Notes Payable – Related Party



There were no outstanding borrowings from the Company’s related party lender as of October 31, 2021. Accrued interest due tothis related party as of October 31, 2021 amounted to $821,925.

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Convertible Notes Payable

On August 6, 2021, the Company consummated the closing (the “Closing”) of a private placement offering (the “Offering”)pursuant to the terms and conditions of that certain Securities Purchase Agreement, dated as of August 6, 2021 (the “PurchaseAgreement”), between the Company and certain accredited investors (the “Purchasers”). At the Closing, the Company sold to thePurchasers (i) 8% Senior Convertible Notes (the “Convertible Notes”) in an aggregate principal amount of $11,000,000 and (ii) warrantsto purchase up to 7,333,334 shares of common stock of the Company (the “Warrants” and together with the Convertible Notes, the“Securities”). The Company received an aggregate of $11,000,000 in gross proceeds from the Offering, before deducting offeringexpenses and commissions.

Total outstanding borrowings related to the Convertible Notes as of October 31, 2021 were $11,000,000. The outstanding amountis net of total discounts of $8,372,222 for a net book value of $2,627,778 as of October 31, 2021.

Note Payable

On April 15, 2021, the Company entered into a $2,000,000 note payable (the “Note”). The Note matures April 14, 2023 andbears interest at fifteen percent (15%) per year. The Company pays interest at maturity, at which time all principal and unpaid interest isdue.

On August 6, 2021, the Company used the net proceeds from the issuance of the Convertible Notes to pay 100% of theoutstanding principal and accrued interest of the Note.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Effect of Inflation and Changes in Prices

We do not believe that inflation and changes in prices will have a material effect on our operations.

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BUSINESS

History of Our Company

Lazex Inc. (the “Company” or “Slinger”), was formed on July 12, 2015 as a Nevada corporation. From its inception untilSeptember 13, 2019, the Company was in the business of providing travel consulting and tour guide services. On September 16,2019, Slinger Bag Americas Inc. (“Slinger Bag Americas”) acquired 20,000,000 shares of the Company’s common stock from its thenshareholders. On September 16, 2019, the Company acquired 100% of the outstanding shares of Slinger Bag Americas when the thenowner of Slinger Bag Americas contributed her shares of Slinger Bag Americas to the Company in exchange for 20,000,000 shares ofthe Company. The result of the foregoing transactions is that Slinger Bag Americas became a wholly owned subsidiary of the Company.From September 16, 2019 and onward, the Company ceased its performance of travel consulting and tour guide services and has switchedits focus to the development of the technologies and products owned by Slinger Bag Americas and its affiliates.

On February 10, 2020, Slinger Bag Americas acquired a 100% ownership stake in Slinger Bag Ltd (“SBL”). SBL owns theintellectual property rights pertaining to the Slinger Launcher (described more fully below) and was responsible for the Kickstartercampaign described more fully below.

On February 25, 2020, the Company increased the number of authorized shares of Common Stock from 75,000,000 to300,000,000 and effected a 4-1 forward split of its outstanding shares of common stock. Approval of the Company’s stockholders was not



required to be obtained, as authorized by Nevada Revised Statute Section 78.207, et seq. The forward split became effective on February25, 2020. As a result of the forward stock split, each share of the Company’s common stock outstanding has been split into four shares ofthe Company’s common stock. All references in this report to numbers of shares reflect the Company’s 4-1 forward split.

Through our ownership of Slinger Bag Americas and SBL, we are the owner of the Slinger Launcher and are focused on theball sport market globally. We have developed and patented a highly portable and affordable ball launcher built into an easy to transportwheeled trolley bag (the “Slinger Launcher”). The Slinger Launcher allows anyone to simply and easily control the speed, frequency andelevation of balls that are launched for practice, training or fitness purposes.

We have initially focused all our energies on the tennis market worldwide, but we are in the early stages of developing balllaunchers for other ball sports.

For the regular tennis player, the Slinger Launcher is much more than a tennis ball launcher. It also functions as a complete tennisbag with ample room for racquets, shoes, towels, water bottles and other accessories and can charge mobile phones and other devices.

Tennis ball machines have been around since the 1950’s when they were introduced by Rene Lacoste. Improvements toperformance were made in the 1970’s when Prince started its tennis business on the back of its first product – Little Prince – which wasa vacuum operated ball machine. In the 1990’s the first battery operated machines came to the market and since that time very little,if anything, has changed in the structure of ball machines products outside of added computerization. Typically, the machines beingmarketed by traditional ball machine brands are large, cumbersome and awkward to operate. They are also very expensive – often wellabove U.S. $1,000. Up until today 99% of all tennis ball machines have sold to tennis facilities, with only a few being sold directly totennis playing consumers.

According to the Tennis Industry Association (www.tia.org) the single largest challenge facing tennis participation is the factthat 34% of lapsed players cited a “lack of a playing partner” as the reason for them stopping playing tennis. The Slinger Launcher goesa long way to solving this issue.

The global tennis market is regarded by industry experts, governing organizations, Tennis brands and tennis-specific marketresearch companies as having 100 million active players globally, with as many consumers again being avid fans of the sport. Of this 100million tennis player market, 20 million players are regarded as frequent or avid players – players who play regularly - at least 1 time permonth. These avid players drive the total tennis industry and account for 80% of all tennis revenues worldwide.

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It is this avid player market that we are focused on penetrating with our Slinger Launcher and associated tennis accessories.

We intend to disrupt this traditional tennis market by creating a new ball machine category – called Slinger Launcher – andmarketing portable and affordable Slinger Launchers directly to avid, regular tennis players. Constructed within a wheeled trolley tennisbag, a Slinger Launcher weighs around 15kgs / 34lbs when empty. If stored with 72 balls inside the weight increases to 19kgs / 42lbs. Itcan easily be stored in a car trunk, wheeled to the court and set up within minutes to use. The Slinger Launcher is powered by a 6.6AhLithium battery that can last up to 3.5 hours of play depending on the settings being used and on frequency of use. Slinger Launcher’sconvenience as a tennis bag combined with its ease of operation and overall performance as a tennis ball launcher is the basis that we willtarget direct sales to these avid players.

While the initial brand focus is clearly on tennis, we are developing similar launchers to address other forms of tennis aroundthe globe that are either rapidly gaining new participants or are already well-established sports in their own right. These include, butare not limited to, Pickleball (USA), Soft Tennis (Japan), and Paddle Tennis (International markets) all of which are currently in eitherdevelopment or testing and planned for introduction in calendar 2022.

On December 3, 2020, we signed an exclusive agreement with Flixsense Pty Limited d/b/a Gameface for the development of atennis specific artificial intelligence (AI) application. We intend to introduce a market disrupting tennis app for players of all ages andabilities. This app will provide a wide range of analytics and other services and include practice and tennis fitness drills and activities,coaching tips and advice and a full suite of AI analytics. We will offer some services free of charge and will build a tiered subscriptionmodel for others. The app is expected to be ready to launch to the market later in calendar 2021.

In future years, we plan to enter new ball sport markets such as baseball, softball, cricket, badminton and others.



Our manufacturing capacity was initially approximately 2,000 units per month, but with improvements and efficiencies in themanufacturing processes across all vendor partners, the monthly production capacity rose to over 3,000 in the last fiscal quarter andcurrent capacity is now over 5,000 units per month, which will support Slinger’s future sales targets.

We deliver Slinger Launchers directly from the final assembly facility in Xiamen, China to customers either by direct shipmentfrom the port in China, or to third party logistics facilities in Columbia SC (USA) to support our US business, Belleville, Ontario, Canada,Rotterdam, The Netherlands to support smaller distributors in Canada, Europe, Middle East, Africa, and lastly to Israel.

Additionally, we ship full containers of our Slinger Triniti Tennis Balls from Wilson (our supplier) in Thailand to the UnitedStates for onward distribution.

We have contracted with exclusive distributors globally. These include Japan, UK, Ireland, Switzerland, Scandinavian markets(covering Denmark, Sweden, Norway, Finland) Australia, New Zealand, Bulgaria, Czech Republic, Singapore, Morocco, SlovakRepublic, Hungary, Croatia, Germany, Austria, France, Italy, Spain, Portugal, Netherlands, Belgium and Luxembourg, Russia, MiddleEast GCC markets (including Egypt, Bangladesh and Pakistan), Malaysia, Greece, Panama, South Africa, Hong Kong, Macau, Poland,Indonesia, Philippines, Ecuador, Israel and China and we are in various stages of negotiation with other potential market distributioncompanies across the globe. Manufacturing production remains at full capacity – currently 5,000 units per month and Slinger has productsleaving our production facility in Xiamen, China on a weekly basis en-route to our distribution centers in the United States and Europeand to our key distributor partners.

Our principal executive office is located at 2709 N. Rolling Road, Suite 138, Windsor Mill, MD 21244, and our telephonenumber is (443) 407-7564.

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Strategy

We have an opportunity to disrupt the traditional tennis market globally. We expect to drive 80% of our global ball launcherrevenues through its direct-to-consumer go-to-market strategy, whether that be through its on-line e-commerce platform atwww.slingerbag.com or through associated e-commerce platforms established and managed by its distribution network. The balance ofrevenues will be driven through partnerships with leading wholesalers, federations and teaching professional organizations and othertransactions across various markets. We will operate a third-party distributor structure in all markets with the exception of the UnitedStates, the largest tennis market globally, Canada and its founder’s home market of Israel. Distributor partners will have exclusiveterritories and will have a recognized background within the tennis industry for their market as well as having the financial capacityand service infrastructure to aggressively grow the Slinger brand. Uniquely in the sports industry, all consumer orders received intoSlingerbag.com from markets outside the United States will be routed back to our local distribution partners to fulfill and to service theirlocal customers. All distributor partners will purchase with advanced orders, either based on a vendor-direct free-on-board (FOB) Asiadirect ship or through one of our three global third-party distribution facilities on a duty paid basis and at premium cost price. Currently,we have signed a number of exclusive distribution agreements in key markets and has on-going discussions with other key potentialdistributor partners in other markets around the globe and is looking to close these distribution arrangements in the coming months.

The United States market will remain a direct-to-consumer market for Slinger. As the largest tennis market in the world with17.4 million players of which 10.5 million are regular / avid players, the United States is a key market both to establish the Slinger brandand to drive demonstrable growth. Recently the industry reported a significant increase in US tennis participation and overall numberof tennis play occasions, something that has been replicated in other key tennis markets around the globe. Direct-to-consumer sales willbe supplemented by one or more leading tennis wholesalers who manage large databases of coach, player, college, high school and clubclients. This market will be serviced out of a third-party logistics facility in West Columbia, SC and operated by one of Slinger’s preferredglobal logistics partners, DSV, one of the world’s leading suppliers of freight-forwarding, logistics and warehousing.

Brand Marketing

As a direct-to-consumer e-commerce brand, all marketing activity and advertising media will be centered around pushingconsumers to www.slingerbag.com and converting them to purchases. We have engaged a number of leading agencies to support ourglobal marketing efforts:

● Brand Nation is a world class influencer marketing agency based in London. Brand Nation will lead all influencer programmingglobally. Slinger has seeded about 50% of its planned 1,000 global influencers to date. Influencers targeted are wide ranging and



include leading sports, tennis, film, TV, music and blogger celebrities all known for the fact that they play tennis regularly andhave a fan base in excess of 10,000 followers. All influencer activity is rolled back up to the Slinger social media platforms as ameans of generating significant brand awareness and product interest.

●

Ad Venture Media Group is a New York based leading PPC (pay-per-click) agency whose work is grounded in sophisticatedscientific analysis of consumer data and consumer trends and they are recognized globally as leaders in paid search and paidsocial media campaigns. Ad Venture Media will lead all Slinger PPC activity on a performance-based fee structure and is briefedto drive consumer engagement, through bespoke advertising campaigns that are aligned to our product profitability objectives.

●

In the United States market, we have partnered with an organization called Team HQS who will manage an affiliate marketingprogram across USA based teaching professionals, players, juniors and events. These affiliates will be provided with uniqueaffiliate marketing codes to share with their social media followers and other such communities that they are connected to andeach will receive an affiliate marketing fee based on revenues generated by consumers purchasing Slinger products attributableto their unique code.

We continue to evaluate each support agency on a monthly basis and at the same time are continually exploring new avenues toexpand our reach to our core customers.

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Each of our distributor partners around the world are establishing their Slinger distribution business as Slinger itself would doif it was establishing a Slinger subsidiary in each market. As such, each distributor will also adopt all forms of Slinger brand marketingprograms as well as initiating new local concepts of their own – all aimed at reaching the avid/regular tennis player directly and ensuringthat the Slinger brand message is consistent around the globe. We have agreed a local marketing budget structure with each distributor aspart of its distribution agreement. This marketing budget will be primarily funded by the distributor partner with an additional contributioncoming from Slinger, linked to the distributors purchase objectives. Each distributor will execute local grassroots programs includingdemonstration days, local teaching pro partnerships, specialist tennis network communications, seeding of Slinger product locally asnecessary to local key market tennis influencers to further increase the intensity of the influencer effort. Marketing dollars will also beallocated to Google, Facebook, YouTube and other social media advertising spend and, where appropriate, approved and overseen by AdVenture Media Group.

Distribution Agreements

Slinger Bag Americas has entered into exclusive distribution agreements for Slinger’s line of products, including, but not limitedto, tennis ball launcher devices, tennis ball launcher accessories, sports bags, tennis balls, tennis court accessories and other tennis relatedproducts in the following markets and with the following distributors:

Territory DistributorMinimum PurchaseRequirement of Slinger BagTennis Ball Launchers

Japan Globeride Inc. 32,500 through the end of January 2025United Kingdom and Ireland Framework Sports & Marketing Ltd 9,000 through the end of May 2025Switzerland Ace Distribution 3,000 through the end of May 2025

Denmark, Finland, Norway and Sweden Frihavnskompagniet ApS 6,500 through the end of December2025

Morocco Planet Sport Sarl 1,000 through the end of December2025

Australia Sportsman Warehouse t/a Tennis Only 2,500 through the end of 2025New Zealand Sporting Goods Specialists 100 through the end of 2025Bulgaria Ark Dream EOOD 950 through the end of 2025Chile Sporting Brands Ltda 165 through the end of 2025Croatia, Hungary and Slovenia Go 4 d.o.o. 380 through the end of 2025Austria, Belgium, France, Germany, Italy,Luxembourg, Portugal, Spain and TheNetherlands

Dunlop International Europe Ltd120,000 through the end of 2025

Singapore Tennis Bot Pte Ltd 950 through the end of 2025India Racquets4U 10,000 through the end of 2025



Israel Eran Shine 2,050 through the end of 2025Bahrain, Bangladesh, Egypt, Kuwait,Maldives, Oman, Pakistan, Qatar, SaudiArabia, Sri Lanka, Tunisia and UnitedArab Emirates

Color Sports Inc

3,000 through the end of 2025Greece Elsol 380 through the end of 2025Panama Orange Pro 50 through the end of 2021Russia Neva Sport 1,900 through the end of 2025Malaysia Tennis Bot 500 through the end of 2025Czech and Slovak Republics RaketSport s.r.o 3,000 through the end of 2025South Africa Golf Racket Pty Ltd 5,000 through the end of 2025Hong Kong and Macau Tennis Bot 750 through the end of 2025Indonesia and Philippines Tennis Bot 650 through the end of 2026China Xiamen Powerway Sports Co. Ltd 17,500 through the end of 2026Poland Frameworks Sports Poland 1,850 through the end of 2026Ecuador Brandsinc SA / Siati Express 240 through the end of 2026Total 223,915

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Brand Endorsements

We have reached agreement with several globally recognized tennis players and coaches to become brand ambassadors.

Tommy Haas (former ATP #2 Player) has been appointed the Slinger Bag Chief Ambassador. In this role Tommy will supportSlinger in building out its global ambassador team focused on identifying ambassadors in our key global business markets of Japan,Europe, Australia, China, Brazil and India. Tommy will also be very active supporting and promoting Slinger across the globe withpersonal appearances at Slinger events and via online training and drill videos.

Mike & Bob Bryan (aka the Bryan Brothers – the foremost doubles team in the tennis world) have extended their ambassadoragreements and will continue to feature prominently in our marketing activities and messaging. Additionally, we have brandendorsements with the following athletes and coaches:

● Eugenie Bouchard● Luke and Murphy Jensen (aka the Jensen Brothers)● Darren Cahill● Patrick Mouratoglou● Dustin Brown● Nick Bolletierri

Each of the foregoing athletes and coaches is or was either a world-ranked singles or doubles tennis player or, in the case ofPatrick Mouratoglou, the coach of a number of world-ranked tennis players, has a large following of fans and supporters and is activeacross many aspects of tennis today.

The Professional Tennis Registry (PTR) – a United States-based teaching association with approximately 40,000 members willbecome a non-exclusive strategic partner for Slinger with all their members able to access an affiliate member part of our website.

Peter Burwash International (PBI) – a United States-based, highly respected, global tennis services company set up by PeterBurwash some 35 years ago. PBI provides tennis programs and other tennis services to as many as 56 of the globes leading hotels andresorts. Slinger Launchers will be available to use at each resort and the PBI team will be actively promoting Slinger as part of our affiliatemarketing activity.

PTCA Central Europe – a European Coach organization of leading touring pro coaches and they, like others, will undertake anaffiliate marketing approach.

Tie Break 10s – a global organization that owns and operates Tie Break 10 events both independently and in partnership withmajor global tour events, e.g., Indian Wells. These events involve top players playing ‘tie-break’ matches with the event fully completed



in one evening and with a significant cash prize for the winner. Slinger will be promoted at each of these events and will be available forfans to test out as well as the Slinger brand name being prominently used on Tie Break 10s social media.

Tennis One App – a United States-based company that has developed and successfully marketed an all-inclusive tennis app forplayers across the globe. Slinger has engaged with Tennis One to support its coaches corner segment – a weekly podcast series and indoing so benefits from the brand exposure available through the reach of the consumers using the app on a regular basis.

Functional Tennis – an Ireland based social media tennis blog site with an excess of 250,000 followers. Slinger is engaged withFunctional Tennis in a variety of ways and is the presenting sponsor of its weekly Tennis Podcast.

We are currently in discussions with other organizations, events, prominent coaches and players and has to date seeded Slingerproducts to 12 of the top 20 ATP male players, 5 of the top 20 WTA women players, plus numerous other top-class touring and teachingprofessionals.

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Throughout 2020 and 2021, we sponsored several prominent tennis events, e.g., Battle of the Brits and Tie Break 10s (all shownlive across the globe).

Strategic Brand Partnerships

We are actively working on securing a number of highly visible ground-breaking strategic partnerships across tennis. Thesepartnerships will provide us with co-branded products to supplement the core Slinger product offering and, at the same time, are expectedto drive mutually beneficial marketing campaigns aimed at reaching avid tennis players globally. Details of such partners announced andactive today include:

● Wilson Sporting Goods: North America: Slinger has entered a strategic partnership with the global leader in tennis, Wilson, forthe supply of co-branded Triniti Tennis Balls in the USA and Canada markets.

● Professional Tennis Registry (PTR): The PTR is the world’s most prestigious teaching professional organization with more than40,000 members. Slinger has partnered with PTR for the supply of Ball Launchers to their membership.

●Peter Burwash International (PBI): A high profile organization providing coaching and tennis services to high-level, high-qualityhotels, resorts and tennis facilities across the globe. Slinger is the official supplier of Ball Launchers to PBI, which will be usedat each location and PBI will offer an affiliate marketing program promoting sales to its list of global clients.

●DSV Logistics USA and OSL Logistics: DSV is one of the world’s leading suppliers of warehousing, freight forwarding andlogistics. Slinger will use DSV warehousing services in the US to optimize logistical activities. OSL are currently providing allfreight forwarding for the US markets and Europe as well as 3rd party warehousing logistics in Rotterdam for Europe.

Competition

There are currently no competitors with products that are similar to the Slinger Launcher, based on its portability, affordabilityand tennis bag functionality. There are, however, other companies that make tennis ball machines, including the following:

● Spinshot● Lobster Sports● Spinfire Pro 2● Match Mate Rookie● Sports Tutor● Silent Partner

Raw Materials

All materials used in the Slinger Launcher are available off-the-shelf. The trolley bag is manufactured with 600D Polyesterand has the CA65 certification for the US market. The launcher housing, Oscillator and Ball Collector tube parts are produced using an



injection mold using poly propylene mixed with 30% glass fibers. The electronic motors, PCB boards and remote-control parts are allstandard off-the-shelf items.

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Intellectual Property

We have applied for international design and utility patent protection for its main three products: Slinger Launcher, SlingerOscillator and Slinger Telescopic Ball Tube. Patents have been applied for in all key markets including the US, China, Taiwan, India,Israel and EU markets and granted in China and Israel. Trademarks have been applied for in all major markets around the globeTrademark protection has been applied for and/or received in the following countries:

● US● Chile● Taiwan● Mexico● EU● Russia● Poland● Czech Republic● Australia● New Zealand● China● South Korea● Vietnam● Singapore● India● Canada● United Arab Emirates*● South Africa*● Columbia*● Israel*● Japan*● Switzerland*● Indonesia*● Malaysia*● Thailand*● Turkey*● Argentina● Brazil

*Protection is pending.

We are engaged in ongoing efforts to register more trademarks across an expanding list of products, services and applications,which are in various stages of the registration process.

Slinger Bag Inc. owns the rights to its Slingerbag.com domain.

Seasonal Business

We expect to experience moderate fluctuations in aggregate sales volume during the year. We expect revenues in the first andfourth fiscal quarters to exceed those in the second and third fiscal quarters. However, the mix of product sales may vary considerablyfrom time to time as a result of changes in seasonal and geographic demand for tennis and other sports equipment and in connection withthe timing of significant sporting events, such as any Grand Slam tennis tournament and, over time, other sports competitions.

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Costs and Effects of Complying with Environmental Regulations

Set forth below is a detailed chart of all Product Certifications held by Slinger for key global markets covering battery,remote control (radio wave), and power charger. In addition, within the United States, Slinger complies with the required California 65regulations in respect to the materials used in the construction of its trolley bag.

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Research and Development

We are involved in additional research and development of transportable, affordable and player-enhancing ball launchingmachines and associated game improvement products for all ball sports. Following a successful launch of its tennis ball launcher, Slingeris currently field testing its new pickleball, paddle and soft tennis launchers, which are expected to be introduced to the market in calendar2022. Slinger plans to introduce similar transportable, versatile and affordable ball launchers for baseball, softball, cricket and other highparticipation ball sports over the course of the next 3 years. In this connection, on September 10, 2020, Slinger entered into an agreementwith Igloo Design, which is the same company that designed the Slinger Launcher for tennis, for a Slinger ball launcher for baseball andsoftball. This development commenced during the three months ended October 31, 2020 and initial design ideas and further directionhave been provided.



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We retain outside consultants to provide research and product design services and each consultant has a specific expertise (e.g.,molding technology, electronics, product design, bag design as examples). We also are working with a select group of highly qualified andresourceful third-party suppliers in Asia. We are continually striving to identify product enhancements, new concepts and improvementsto the production process on an on-going daily basis. In respect of any new project, management provides detailed briefs, market data,product cost targets, competitive analysis, timelines and project cost goals to either the product consultants or vendors and manages themto agreed key performance indicators (“KPIs”). These KPI’s include but are not limited to (i) manufacturing to target costs; (ii) agreeddevelopment timelines; (iii) established quality criteria; and (iv) defined performance criteria.

We also retain specialist trademark and patent attorneys and work with these attorneys on the projects, as needed.

Government Regulation

Both Slinger Launcher and Slinger Oscillator meet all the United States government requirements for electrical, radio wave andbattery standards as well as having all necessary and required certification to facilitate global marketing and sales of these products.

Quality Control

Quality control is a critical function within our company. As a new brand, our business enterprise success will be solelydependent on the quality and consistency of our products. To ensure the highest levels of quality control, Slinger has engaged a QC/Vendor Management partner located in Taiwan with offices in Southern China. The QC partner, Stride-Innovation, has over 30 yearsof experience working with ball sport companies such as ours and is steeped in knowledge, resources and experience in working withChinese vendors of sports equipment.

In partnership, together, we have created and documented Slinger quality guidelines, testing procedures and warranty processes.We have implemented an agreed Quality Audit process for all product parts being received and used by our product assembly vendor.All products go through a rigorous, statistically valid QC testing approval process before being confirmed as available to be released forshipment to one of our distribution centers or to any of our distribution partners.

We offer a limited warranty with all purchases in accordance with local market statutory regulations. This limited warranty canbe further extended by the purchaser registering his/her unique product serial number at www.slingerbag.com/warranty.

Vendors

We work only with and through highly reputable third-party suppliers. We are in the process of finalizing vendor agreementswith each of our key vendor partners and with our vendor management partner. Our management and our vendor management partner,Stride-Innovation, regularly visit the vendor facilities and monitor production, employee conditions and welfare and undertake qualitycontrol testing. We do not utilize or condone the use of child labor of any kind in the production of our products. We ensure that ourvendor partners are providing quality workplace conditions, workplace health and safety, employee care and support programs that meetor exceed all statutory requirements.

Employees

We have eight people providing us services on a full-time basis – our chief executive officer, chief financial officer, controller,chief marketing officer and chief operating officer together with two people in global customer service and a global marketingcoordinator. Our chief business integration officer, chief innovation officer and general counsel are also employed pursuant to serviceagreements, but they are not providing us services on a full-time basis. As such, our total number of employees is eleven, which consistsof eight full-time and three part-time employees.

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Advisory Board

In October 2020, we appointed our first three representatives to join the newly formed Slinger Advisory Board. GeorgeMackin joined the advisory board as a Media and Smart technology expert having previously owned the Indian Wells Tennis event and



Tennis.com media and is currently Chairman of PlaySight Interactive Ltd. (PlaySight) having led PlaySight to a high level of successwithin the global tennis industry, Rodney Rapson joined our Advisory Board as an experienced smart technology expert and Jeff Angusjoined to add support and experience to our marketing team.

Going Concern

The financial statements have been prepared on a going concern basis, which assumes we will be able to realize our assets anddischarge its liabilities in the normal course of business for the foreseeable future. We have an accumulated deficit of $71,083,942 asof October 31, 2021 and more losses are anticipated in the development of the business. Accordingly, there is substantial doubt aboutour ability to continue as a going concern. These financial statements do not include any adjustments related to the recoverability andclassification of assets or the amounts and classification of liabilities that might be necessary should we be unable to continue as a goingconcern.

The ability to continue as a going concern is dependent upon us generating profitable operations in the future and/or being able toobtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they becomedue. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from related parties,and/or private placement of debt and/or common stock.

There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operationsor that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additionalcapital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force us tocurtail substantially or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be noassurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutiveeffect on our existing stockholders.

We intend to overcome the circumstances that impact its ability to remain a going concern through a combination of thecommencement of revenues, with interim cash flow deficiencies being addressed through additional equity and debt financing. Weanticipate raising additional funds through public or private financing, strategic relationships or other arrangements in the near futureto support its business operations; however, we may not have commitments from third parties for a sufficient amount of additionalcapital. We cannot be certain that any such financing will be available on acceptable terms, or at all, and its failure to raise capital whenneeded could limit its ability to continue its operations. Our ability to obtain additional funding will determine its ability to continue asa going concern. Failure to secure additional financing in a timely manner and on favorable terms would have a material adverse effecton our financial performance, results of operations and stock price and require it to curtail or cease operations, sell off its assets, seekprotection from its creditors through bankruptcy proceedings, or otherwise. Furthermore, additional equity financing may be dilutive tothe holders of shares of our common stock, and debt financing, if available, may involve restrictive covenants, and strategic relationships,if necessary, to raise additional funds, and may require that we relinquish valuable rights.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

Our executive officers and directors and their respective ages as at the date hereof are as follows:

Name Age Positions and OfficesMike Ballardie 60 President, Chief Executive Officer, Treasurer and DirectorJason Seifert 38 Chief Financial OfficerTom Dye 68 Chief Operating OfficerPaul McKeown 66 Chief Business Integration OfficerJuda Honickman 35 Chief Marketing OfficerMark Radom 53 General CounselYonah Kalfa 39 Chief Innovation Officer

The director named above will serve until the next annual meeting of the shareholders or until his resignation or removal fromoffice. Thereafter, directors are anticipated to be elected for one-year terms at the annual shareholders’ meeting. Officers will hold theirpositions pursuant to their respective service agreements.



Set forth below is a brief description of the background and business experience of our executive officers and director for thepast five years.

Professional History of Mike Ballardie

Mike is an experienced and widely recognized tennis industry leader with 35 years of experience in Tennis as a player, a coachand business leader. Mike started his tennis business career at Wilson in the late 1980s where he spent 11 years growing and ultimatelyleading Wilson’s EMEA Racquet sports division.

In 2002, Mike joined Prince Sports Europe as vice-president and managing director and stayed in this role through 2012. In 2003Mike was part of the management buyout team that acquired the Prince brand from Benetton Sports in partnership with a private equitygroup. In 2007, after a highly successful business turnaround the business was sold with the management team in place to another U.S.based private equity group.

In 2013, Mike became the Chief Executive Officer of Prince Global Sports, a role in which he stayed until 2016.

After Prince Global Sports, Mike owned and operated FED Sports Consulting where he managed all aspects of a majorrestructuring project involving Waitt Brands (a holding company for Prince Global Sports).

Immediately prior to joining Prince Sports, Mike worked for VF Corp., where he built the international business for theirJanSport brand from scratch.

Mike also served for many years as an Executive Board Director for the Tennis Industry Association (TIA) both in the USA andin the UK. Mike has been at the forefront of many of the most successful tennis racket innovations over this period and highly regardedacross this industry sector.

Professional History of Jason Seifert

Mr. Seifert joined the Company on July 5, 2021 from Ernst & Young where he has served as Senior Manager since 2016. Priorto joining Ernst & Young, Mr. Seifert served as the Director, Financial Reporting at The Finish Line, Inc. from 2014 to 2016 as well asthe Controller of The Finish Line’s JackRabbit running division from 2015 to 2016. He holds Bachelor of Science degrees in accountingand finance from the University of Southern Indiana and is a certified public accountant.

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Professional History of Tom Dye

Mr. Dye has over 35 years of senior management experience in diverse consumer goods and manufacturing segments acrossthe Americas, Asia, Europe, Australia and Middle East. From 1977 to 1990, Tom served as Vice President of International Operationsat Wilson Sporting Goods where he was responsible for multiple international start-up operations, including launching the first whollyU.S. owned sporting goods company in Japan. From 1990 to 2001, Tom served as President of International Exports at The ColemanCompany. From 2002 to 2009, Tom served in a number of roles at Prince Global Sports, the leading global manufacturer of tennis rackets,in various roles, including Vice President of Operations, Vice President/General Manager of International Operations, National SalesManager and acting Chief Financial Officer. From 2012 to 2014, Tom served as Chief Operating Officer at Prince Global Sports. From2015 to 2017, Tom served as Chief Operating Officer of HazTek, Inc.

Professional History of Paul McKeown

Holding a Chartered Professional Accountant designation (CPA-CMA) in Canada, Paul has 40+ years’ experience in seniormanagement focused on finance, operations and IT functions in large multinational companies (37 years in sporting goods).

Paul started his sporting goods business career in the early 1980s at Wilson Sporting Goods Canadian subsidiary, where he ledthe finance, IT and operations functions. Recognizing strong processes and performance of the Canadian unit, Paul was appointed to asmall team of executives to provide on-going functional support to new entities being established in Latin America and Asia.



In 1989, Wilson was acquired by Amer Sports which through further acquisitions (Atomic, Suunto, Precor and Salomon) becamethe largest sports “hard goods” equipment supplier in the world. Those acquisitions required leadership to integrate into Amer’s processes,and Paul led the finance and operations integration teams for Canada, Latin America, and Asia.

As a result, Paul was appointed Director of Process Integration & Development for North America. A key initiative under hisleadership was transition of financial transactional processing for all Amer North American business units to the Global Financial SharedService organization in Poland.

Following that, he was appointed Vice President Finance for Amer’s Precor Fitness brand – headquartered in Seattle Washington.In that role, he re-organized the finance team, and introduced new tools and processes which lead to significant improvements in financialperformance and business control.

In Spring 2018, he retired from active service and began a consulting career with focus on financial/IT processes. He joinedSlinger Bag in the summer of 2019 as a consultant and in April 2020 was appointed Chief Financial Officer of Slinger Bag. On July 5,2021, Paul was appointed as Chief Business Integration Officer with Jason Seifert being appointed as our Chief Financial Officer.

Professional History of Juda Honickman

Juda Honickman is Chief Marketing Officer for Slinger Bag Inc. Juda joined Slinger Bag in October 2017 to lead productdesign and overall strategy for the company’s pre-sale crowdfunding initiative, which exceeded its goal by 2,600%. He is responsiblefor overseeing the planning, development and execution of the Company’s marketing and advertising initiatives along with ensuringthat the Company’s offering and brand messaging is distributed across all channels and is effectively targeting audiences in order tomeet sales objectives. In his role, Juda oversees the global communications of Slinger’s brand, including consumer insights, digitalmarketing, creative development, agency management, marketing effectiveness, social responsibility, sponsorships, media and employeecommunications. Juda previously served as The Director of Marketing and Strategy for a global legal tech company and before thatoversaw marketing and sales for an innovative consumer tech business.

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Professional History of Mark Radom

Since September 2019, Mark Radom has been general counsel of Slinger Bag Inc. Mr. Radom has also served as general counselof The Greater Cannabis Company, Inc. and from February 2010 through July 2015, general counsel and chief carbon officer of BlueSphere Corporation. From 2009 through 2010, Mr. Radom was managing director of Carbon MPV Limited, a Cyprus company focusedon developing renewable energy and carbon credit projects. From 2007 to 2009, Mr. Radom was general counsel and chief operatingofficer of Carbon Markets Global Limited, a London-based carbon credit and renewable energy project developer. Mr. Radom hasextensive experience in business development in the renewable energy and carbon credit sectors. He has sourced over U.S. $100,000,000in renewable energy, industrial gas and carbon credit projects and managed many complex aspects of their implementation. He waslegal counsel for a number of carbon and ecological project developers and was responsible for structuring joint ventures and advisingon developing projects through the CDM/JI registration cycle and emission reduction purchase agreements under the auspices of theKyoto Protocol. Prior to this, he worked on Wall Street and in the City of London as a US securities and capital markets lawyer wherehe represented sovereigns, global investment banks and fortune 500 companies across a broad range of capital raising and corporatetransactions. He is a graduate of Duke University and Brooklyn Law School. Mr. Radom is admitted to practice law in New York andNew Jersey and speaks fluent Russian.

Professional History of Yonah Kalfa

Yonah Kalfa joined Slinger Bag as its Chief Innovation Officer in September 2020. Prior to joining Slinger Bag, Mr. Kalfaowned and operated NA Dental, a company active in the dental supply business since 2010. Mr. Kalfa is a director of Pharmedica Ltd.,Plaqless Ltd., Dusmit Ltd. and Parasonic Ltd.

Term of Office

All directors hold office until the next annual meeting of the shareholders of the Company and until their successors have beenduly elected and qualified. The Company’s Bylaws provide that the Board of Directors will consist of no less than three members. Officersare elected by and serve at the discretion of the Board of Directors.



Director Independence

Our board of directors is currently composed of one member, who does not qualify as an independent director in accordancewith the published listing requirements of the Nasdaq Global Market. The Nasdaq independence definition includes a series of objectivetests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, norany of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made asubjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere withthe exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is requiredby the Nasdaq rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussedinformation provided by the directors and us with regard to each director’s business and personal activities and relationships as they mayrelate to us and our management.

Certain Legal Proceedings

No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding materialto an evaluation of his ability or integrity during the past ten years.

Significant Employees

Other than our officers and director, we currently have only one other person who we consider to be a significant employee –Charles Ruddy, who is President of our recently-acquired subsidiary, Foundation Sports Systems, LLC (“Foundation Sports”).

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Charles Ruddy has been the President and Founder of Foundation Sports since August 2017. Prior to establishing Foundation Sports, Mr.Ruddy was a consultant to Tennis Connect / Tennis Industry Association from 2004-2017 where he designed and managed the tennisindustry’s first software as a service platform in 2004.

Audit Committee and Conflicts of Interest

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would havebeen performed by such committees are performed by our directors. The Board of Directors has not established an audit committee anddoes not have an audit committee financial expert, nor has the Board of Directors established a nominating committee. The Board is ofthe opinion that such committees are not necessary since the Company is an early development stage company and has only one director,and to date, such director has been performing the functions of such committees. Thus, there is a potential conflict of interest in that ourdirectors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues thatmay affect management decisions.

There are no family relationships among our directors or officers, or persons nominated or chosen to be a director or officer.Other than as described above, we are not aware of any other conflicts of interest with any of our executive officers or directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Our common stock is not registered pursuant to Section 12 of the Exchange Act. Accordingly, our officers, directors andprincipal shareholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.

Code of Ethics

The Company has not adopted a code of ethics that applies to its principal executive officers, principal financial officer, principalaccounting officer or controller, or persons performing similar functions. The Company has not adopted a code of ethics because it hasonly commenced operations.

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EXECUTIVE COMPENSATION



Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our named executive officers for all servicesrendered in all capacities to us for the fiscal years ended as indicated.

Name and Principal PositionYear

endedApril 30

Salary($)

Bonus($)

ShareAwards ($)

Non-EquityIncentive PlanCompensation

($)

All othercompensation

($) (7)Total ($)

Mike Ballardie (1) 2021 360,109 635,000 - - 119,714 1,114,8232020 226,750 112,500 1,496,698 - 82,212 1,918,160

Judah Honickman (2) 2021 96,000 51,000 - - - 147,0002020 107,915 51,000 748,349 - - 907,264

Paul McKeown (3) 2021 298,589 90,000 23,756 - - 412,3452020 101,525 - 374,174 - - 475,699

Tom Dye (4) 2021 120,000 30,000 15,747 - - 165,7472020 90,292 - 374,174 - - 464,466

Mark Radom (5) 2021 84,000 21,000 15,747 - - 120,7472020 34,000 - 374,174 - - 408,174

Yonah Kalfa (6) 2021 120,000 30,000 - - - 150,000

(1) Mr. Ballardie has served as the Company’s Principal Executive Officer and as Chairman of the Board of Directors since September16, 2019 and has an address at 2709 N. Rolling Road, Suite 138, Windsor Mill, MD 21244.

(2) Mr. Honickman has served as the Company’s Chief Marketing Officer since September 16, 2019 and has an address at 2709 N.Rolling Road, Suite 138, Windsor Mill, MD 21244.

(3) Paul McKeown has served as the Company’s Chief Financial Officer since April 30, 2020 and has an address at 2709 N. RollingRoad, Suite 138, Windsor Mill, MD 21244.

(4) Tom Dye has served as the Company’s Chief Operating Officer since April 30, 2020 and has an address at 2709 N. Rolling Road,Suite 138, Windsor Mill, MD 21244.

(5)

(6)

Mark Radom has served as the Company’s General Counsel since September 16, 2019 and has an address at 2709 N. Rolling Road,Suite 138, Windsor Mill, MD 21244.Yonah Kalfa has served as the Company’s Chief Innovation Officer since September 7, 2020 and has an address at 2709 N. RollingRoad, Suite 138, Windsor Mill, MD 21244.

(7) Represents health and related benefits.

Jason Seifert, our Chief Financial Officer, was hired following the end of our most recent fiscal year ended April 30, 2021, onJuly 5, 2021. Mr. Seifert is eligible to participate in our incentive plan at a 30% of base salary eligibility level based upon Companyand individual performance targets, with a guaranteed minimum performance bonus of 15% of his base salary for the year ending April30, 2022. Mr. Seifert’s base salary is $215,000 per year and he is eligible to participate in our employee benefit plan. Mr. Seifert is alsoeligible for other one-time warrant grants after 12 months of service with the Company and has an address at 2709 N. Rolling Road, Suite138, Windsor Mill, MD 21244.

Share-Based Compensation Grants

The share-based awards in the above compensation table represent the grant date fair value of warrant awards issued to officersand executives and was determined in accordance with ASC Topic 718.

Service Agreements

We are party to service agreements with each of our executive officers.

Director Compensation

Mr. Ballardie is currently the sole member of the board of directors of the Company and receives no additional compensationfor his service as a director.

Stock Options/SAR Grants.

None.



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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have not entered into any transactions in which any of our directors, executive officers, or affiliates, including any member ofan immediate family, had or are to have a direct or indirect material interest except for the entry into the exclusive distribution agreementwith Framework Sports and Marketing Ltd. dated May 20, 2020 for the United Kingdom and Ireland, which is owned by the brother ofour chief executive officer.

Transactions with Related Persons

There have been no transactions, or currently proposed transactions, except for that mentioned above, in which we were or areto be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-endfor the last two completed fiscal years, and in which any of the following persons had or will have a direct or indirect material interest:

● any director or executive officer of our company;

● any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to ouroutstanding shares of common stock;

● any promoters and control persons; and

● any member of the immediate family (including spouse, parents, children, siblings and in laws) of any of the foregoingpersons.

Our CEO, CFO and general counsel are responsible for reviewing and assessing the relevance of proposed relationships andtransactions with related parties and ratify agreements for execution on our behalf.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to any person (including any “group”, as that term is used inSection 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) who is known to us to be the beneficialowner of more than five percent (5%) of any class of our voting securities, and as to those shares of our equity securities beneficiallyowned by each of our directors and executive officers and all of our directors and executive officers as a group. Unless otherwise specifiedin the table below, such information, other than information with respect to our directors and executive officers, is based on a review ofstatements filed with the Securities and Exchange commission (the “Commission”) pursuant to Sections 13(d), 13(f), and 13(g) of theExchange Act with respect to our common stock.

The number of shares of common stock beneficially owned by each person is determined under the rules of the Commissionand the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownershipincludes any shares as to which such person has sole or shared voting power or investment power and also any shares which the individualhas the right to acquire within sixty (60) days after the date hereof, through the exercise of any stock option, warrant or other right. Unlessotherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to theshares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission ofbeneficial ownership of those shares.

The following table lists as of December 31, 2021, unless otherwise indicated by footnote, the number of shares of our commonstock that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% ofthe outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Informationrelating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnishedby each person using “beneficial ownership” concepts under the rules of the Commission. Under these rules, a person is deemed to bea beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of thesecurity, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be abeneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Commissionrules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial



owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has solevoting and investment power.

Common StockName # of Shares (1) % of Class (1)

Yonah Kalfa (2) 24,994,700 20.8%2672237 Ontario Ltd. 12,524,702 10.4%Mike Ballardie (2) 10,000,000 8.3%Judah Honickman (2) 2,600,000 2.2%Paul McKeown (2) 2,750,000 2.3%Tom Dye (2) 2,750,000 2.3%Mark Radom (2) 2,776,025 2.3%All current officers and directors as a group (6 persons) (2) 45,870,725 38.1%

(1)

Beneficial Ownership is determined in accordance with the rules of the Commission and generally includes voting orinvestment power with respect to securities. Shares of common stock subject to options, warrants, convertible debt orconvertible preferred shares currently exercisable or convertible, or exercisable or convertible within 60 days are deemedoutstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding forcomputing the percentage of any other person. Percentages are based on a total number of shares of common stock outstandingon December 31, 2021, which was 41,869,622, and the shares issuable upon exercise of warrants and convertible debt. Thenumber of shares of common stock used in computing this percentage is 120,377,201.

(2)

The above officers and directors were granted an aggregate total of 11,250,000, 4,500,000, and 10,100,000 warrants on April30, 2020, February 9, 2021, and September 3, 2021, respectively, as compensation and bonuses. The April 30, 2020 andSeptember 3, 2021 warrants have an exercise price of $0.001 per share, and the February 9, 2021 warrants have an exerciseprice of $0.001 per share for non-U.S. employees and $3.94 for U.S. employees. All of the warrants have a contractual life of10 years from the date of issuance and are vested immediately upon grant. Additionally, Yonah Kalfa and Mark Radom own19,994,700 and 26,025 shares of common stock of the Company, respectively.

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Securities authorized for issuance under equity compensation plans.

The table below provides information regarding all compensation plans as of the end of the most recently completed fiscal year(including individual compensation arrangements) under which equity securities of the registrant are authorized for issuance.

On November 11, 2020, our Board of Directors approved the Slinger Bag Inc. Global Share Incentive Plan (2020), or the 2020Plan, which was approved by stockholders holding in the aggregate 19,994,700 shares of our common stock, or approximately 75.4% ofour common stock outstanding on such date. The 2020 Plan provides for the grant of awards which are incentive stock options (“ISOs”),non-qualified stock options (“NQSOs”), unrestricted stock, restricted stock, restricted stock units, performance stock and other equity-based and cash awards or any combination of the foregoing, to eligible key management employees, non-employee directors, and non-employee consultants of the Company or any of its subsidiaries (each a “participant”) (however, solely employees of the Company andits subsidiaries are eligible for incentive stock option awards).

We reserved a total of 15,000,000 shares for issuance under awards to be made under the 2020 Plan of which 4,900,000 remain inreserve as at the date hereof, all of which may, but need not, be issued in connection with ISOs. To the extent that an award lapses, expires,is canceled, is terminated unexercised or ceases to be exercisable for any reason, or the rights of its holder terminate, any shares subjectto such award shall again be available for the grant of a new award. The 2020 Plan shall continue in effect, unless sooner terminated,until the tenth (10th) anniversary of the date on which it was adopted by the Board of Directors (except as to awards outstanding on thatdate). The Board of Directors in its discretion may terminate the 2020 Plan at any time with respect to any shares for which awards havenot theretofore been granted; provided, however, that the 2020 Plan’s termination shall not materially and adversely impair the rights ofa holder, without the consent of the holder, with respect to any award previously granted.

Future new hires, non-employee directors and additional non-employee consultants are eligible to participate in the 2020 Planas well. The number of awards to be granted to officers, non-employee directors, employees and non-employee consultants cannot bedetermined at this time as the grant of awards is dependent upon various factors such as hiring requirements and job performance.

Equity Compensation Plan Information



Plan Category

Number ofsecurities to be

issued uponexercise of

outstanding options,warrants and rights

(a)

Weighted-averageprice of

outstandingoptions,

warrantsand rights

(b)

Number of securitiesremaining availablefor future issuance

under equitycompensation plans(excluding securitiesreflected in column

(a) (c)Equity compensation plans approved by securityholders - - 4,900,000

Equity compensation plans not approved bysecurity holders 24,503,107 $ 1.01 -

Total 24,503,107 $ 1.01 4,900,000

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SELLING STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of shares of our common stock as of January 14,2022 by the selling shareholders.

Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownershipof a security if he, she, or it possesses sole or shared voting or investment power of that security, including options and warrants thatare currently exercisable or exercisable within 60 days. Shares issuable pursuant to stock options, warrants, and convertible securitiesare deemed outstanding for computing the percentage of the person holding such options, warrants, or convertible securities but are notdeemed outstanding for computing the percentage of any other person. Except as indicated by the footnotes below, we believe, basedon the information furnished to us, that the persons named in the table below have sole voting and investment power with respect to allshares of common stock shown that they beneficially own, subject to community property laws where applicable. The information doesnot necessarily indicate beneficial ownership for any other purpose.

The selling stockholders, if they desire, may dispose of the shares covered by this Prospectus from time to time at such prices asit may choose. Before a stockholder not named below may use this Prospectus in connection with an offering of shares, this Prospectusmust be amended or supplemented to include the name and number of shares beneficially owned by the selling stockholder and thenumber of shares to be offered. Any amended or supplemented Prospectus also will disclose whether any selling stockholder named inthat amended or supplemented Prospectus has held any position, office or other material relationship with us or any of our predecessorsor affiliates during the three years prior to the date of the amended or supplemented Prospectus. None of the selling stockholders has heldany position or office, or has had any other material relationship with us or any of our affiliates within the past three years. As used inthis Prospectus, “selling stockholders” includes the donees, pledgers, transferees, or other successors-in-interest who my later hold theinterest held by the selling stockholders.

Name of Selling Stockholder

ConvertibleDebt

Investment($)

Shares ofCommon

StockBeneficiallyOwned OnExercise ofWarrants(1)

Shares ofCommon

StockBeneficially

Owned UponConversionof Notes(2)

MaximumNumber ofShares ofCommon

Stock to beSold

Pursuant tothis

Prospectus(3)

3i, LP (4) 1,200,000 666,667 800,000 1,466,667Aikido Pharma Inc. (5) 1,680,000 933,333 1,120,000 2,053,333Anson East Master Fund LP (6) 300,000 166,667 200,000 366,667Anson Investment Master Fund LP (7) 900,000 500,000 600,000 1,100,000Anthony Hayes 120,000 66,667 80,000 146,667Bradley Yam 300,000 166,667 200,000 366,667Cavalry Fund 1 LP (8) 600,000 333,333 400,000 733,333Cavalry Investment Fund LP (8) 300,000 166,667 200,000 366,667



Cavalry Special Ops Fund LLC (8) 300,000 166,667 200,000 366,667Digital Power Lending, LLC (9) 3,600,000 2,000,000 2,400,000 4,400,000Efrat Investments LLC (10) 1,800,000 1,000,000 1,200,000 2,200,000Jason Diamond - 100,000 - 100,000Joshua Goodman - 7,162 - 7,162Kyle Wool & Soo Yu 300,000 166,667 200,000 366,667Oasis Capital LLC (11) 600,000 333,333 400,000 733,333Rise Investments International II Series 10, LLC(12) 300,000 166,667 200,000 366,667

Robert L. Malin - 26,790 - 26,790SB Invesco LLC (13) 150,000 83,333 100,000 183,333Spartan Capital Securities, LLC (14) - 109,076 - 109,076Smart Sports LLC (15) 150,000 83,333 100,000 183,333Warberg WF IX LP (16) 150,000 83,333 100,000 183,333Warberg WF VIII LP (17) 150,000 83,333 100,000 183,333William Coons - 23,639 - 23,639William Moreno 300,000 166,667 200,000 366,667

$ 13,200,000 7,600,001 8,800,000 16,400,001

(1) Includes shares of our common stock issuable upon the exercise of warrants. The strike price of the warrants is $3.00 for theconvertible note holders and $3.30 for the Spartan Capital holders and the warrant coverage granted is 200%.

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(2)Includes shares of our common stock issuable upon the conversion of debt. We have used a price per share of common stock of$1.50 solely for the purposes of making a good faith estimate as to a reasonable number of shares issuable upon full conversion ofthe Notes to be registered.

(3)Includes shares of our common stock issuable upon the exercise of warrants and the shares of common stock issuable uponconversion of the Notes. Assuming that each selling stockholder sells all of its shares being offered pursuant to this prospectus, theshares of common stock beneficially owned after the offering for each selling stockholder would be zero.

(4)

The business address of 3i, LP is 140 Broadway, 38th Floor, New York, NY 10005. 3i, LP’s principal business is that of a privateinvestor. Maier Joshua Tarlow is the manager of 3i Management, LLC, the general partner of 3i, LP, and has sole voting control andinvestment discretion over securities beneficially owned directly indirectly by 3i Management, LLC and 3i, LP. Such persons andentities have been advised that none of Mr. Tarlow, 3i Management, LLC or 3i, LP is a member of the Financial Industry RegulatoryAuthority, Inc (“FINRA”) or an independent broker-dealer, or an affiliate or associated person of a FINRA member or independentbroker-dealer. Mr. Tarlow disclaims any beneficial ownership of the securities beneficially owned directly by 3i, LP and indirectlyby 3i Management, LLC.

(5) Anthony Hayes, CEO, has the voting and investment control over the securities held by Aikido Pharma, Inc.

(6)

Anson Advisors Inc and Anson Funds Management LP, the Co-Investment Advisers of Anson East Master Fund LP (“Anson”), holdvoting and dispositive power over the shares of common stock held by Anson. Bruce Winson is the managing member of AnsonManagement GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directorsof Anson Advisors Inc. Mr. Winson, Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership of these Common Sharesexcept to the extent of their pecuniary interest therein. The principal business address of Anson is Walkers Corporate Limited,Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands.

(7)

Anson Advisors Inc and Anson Funds Management LP, the Co-Investment Advisers of Anson Investments Master Fund LP(“Anson”), hold voting and dispositive power over the Common Shares held by Anson. Bruce Winson is the managing member ofAnson Management GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo aredirectors of Anson Advisors Inc. Mr. Winson, Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership of these CommonShares except to the extent of their pecuniary interest therein. The principal business address of Anson is Walkers Corporate Limited,Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands.

(8)Thomas Walsh, the Managing Member of Cavalry Fund 1 LP, Cavalry Investment Fund LP, and Cavalry Special Ops Fund LLC,has the voting and investment control over the securities held by Cavalry Fund 1 LP, Cavalry Investment Fund LP, and CavalrySpecial Ops Fund LLC.

(9) David J. Katzoff is the Manager of Digital Power Lending, LLC and exercises sole voting and investment power on behalf thereof.The address of the selling stockholder is 201 Shipyard Way, Suite E, Newport Beach, CA 92663.

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(10) Pinny Rotter has voting and dispositive powers over the shares held by Efrat Investments LLC. Pinny Rotter disclaims beneficialownership over the shares held by Efrat Investments LLC. Efrat Investments LLC was previously an investor in our Company.

(11) Adam Long has the voting and investment control over the securities held by Oasis Capital LLC.

(12) Stephen Brian Graham has the voting and investment control over the securities held by Rise Investments International II Series 10,LLC.

(13) David Chessler has the voting and investment control over the securities held by SB Invesco LLC. SB Invesco LLC previouslyissued a loan to our Company which was paid in full by the Company.

(14) John D. Lowry has the voting and investment control over the securities held by Spartan Capital Securities, LLC.

(15) George Mackin has the voting and investment control over the securities held by Smart Sports LLC. Smart Sports LLC was granteda warrant by the Company in exchange for services provided to the Company.

(16) Daniel Warsh is the Manager of Warberg WF IX LP and has the voting and investment control over the securities held by WarbergWF IX LP. The address of Warberg WF IX LP is 716 Oak St., Winnteka, IL 60093.

(17) Daniel Warsh is the Manager of Warberg WF VIII LP and has the voting and investment control over the securities held by WarbergWF VIII LP. The address of Warberg WF VIII LP is 716 Oak St., Winnteka, IL 60093.

Except for Spartan Capital, LLC, a FINRA member, none of the selling security holders are broker-dealers or affiliates of broker-dealers. None of the selling security holders has, or within the past three years has had, any position, office or other material relationshipwith us or any of our predecessors or affiliates, other than as described above in notes (10), (13) and (15). Spartan Capital received266,667 warrants to purchase an aggregate of 266,667 shares of our common stock as partial compensation for its services as placementagent as described below.

The Company engaged Spartan Capital, as the exclusive placement agent for the Offering, and granted them warrants topurchase 266,667 shares of our common stock containing substantially the same terms as the warrants issued to investors in the Offering.

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DESCRIPTION OF CAPITAL STOCK

The following discussion is a summary of selected provisions of our articles of incorporation, bylaws and Chapters 78 and 92Aof the Nevada Revised Statutes as in effect on the date of this prospectus relating to us and our capital stock. This summary does notpurport to be complete. This discussion is subject to the relevant provisions of Nevada law and is qualified by reference to our articlesof incorporation, our bylaws and the provisions of Nevada law. You should read the provisions of our articles of incorporation and ourbylaws as currently in effect for provisions that may be important to you.

Common Stock

We are authorized to issue up to 300,000,000 shares of common stock, par value $0.001 per share. As of December 31, 2021,there were 41,869,622 shares of common stock outstanding. All of the outstanding shares of our common stock are fully paid and non-assessable.

Each share of our common stock entitles its holder to one vote on all matters to be voted or consented upon by the stockholders.Holders of shares of our common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of ourcommon stock voting for the election of directors collectively hold the voting power to elect all of the directors. Holders of our commonstock representing a majority of the voting power of our capital stock issued, outstanding and entitled to vote, represented in person orby proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority of our outstandingshares is required to effectuate certain fundamental corporate changes such as dissolution, merger or an amendment to our articles ofincorporation. At all meetings of the stockholders for the election of directors, a plurality of the votes cast shall be sufficient to elect.Our bylaws may be amended or repealed and new bylaws adopted by our board of directors; however, a two-thirds vote is required forstockholders to alter or repeal any bylaws or adopt new bylaws.

Holders of shares of our common stock are entitled to receive dividends, in equal amounts per share, when and as declared byour board of directors from legally available sources, subject to any restrictions in our certificate of incorporation or prior rights of holdersof any shares of preferred stock we may issue in the future.



In the event of our liquidation, dissolution or winding up, each outstanding share of our common stock is entitled to share ratablyin all assets available for distribution after the payment and satisfaction of all of our debts and other liabilities, subject to the prior rightsof holders of any shares of preferred stock. The holders of shares of our common stock have no subscription, redemption or conversionprivileges. Holders of shares of our common stock do not have pre-emptive rights. The rights, preferences and privileges of the holdersof our common stock are subject to the rights of the holders of shares of any series of preferred stock or any other class of series of stockwhich has preference over our common stock which we may issue in the future.

Preferred Stock

We do not have any authorized shares of preferred stock and no shares of our preferred stock or other series of capital stock isoutstanding. We have no other securities outstanding that may be converted into, exchanged for, shares preferred stock or other series ofcapital stock.

Anti-Takeover Law, Business Combinations and Certain Stockholder Rights

The provisions of Nevada law and our bylaws may have the effect of delaying, deferring or preventing another party fromacquiring control of the company. These provisions may discourage and prevent coercive takeover practices and inadequate takeoverbids.

Acquisitions of Controlling Interests

Nevada law contains provisions governing the acquisition of a controlling interest, commonly referred to as the “Control ShareAct”. This law provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly heldNevada corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless amajority of the disinterested stockholders of the corporation elects to restore such voting rights in whole or in part. The Control Share Actprovides that a person or entity acquires a “controlling interest” when such person or entity it acquires outstanding voting shares that, butfor the operation of the Control Share Act, enables the acquiring person or entity, 20 to 33-1/3%; 33-1/3 to 50%; or more than 50% of allthe voting power of the corporation in the election of directors.

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An “acquisition” is generally defined as the direct or indirect acquisition of a “controlling interest”. The articles of incorporationor the bylaws of a Nevada corporation may provide that the Control Share Act does not apply to the corporation or to the acquisition of acontrolling interest. Our articles of incorporation and bylaws do not exempt our common stock from the Control Share Act.

The Control Share Act is applicable only to shares of “Issuing Corporations” as defined by the Nevada law. An “IssuingCorporation” is a Nevada corporation that as of any date (i) has 200 or more stockholders of record, at least 100 of whom have hadaddresses in Nevada appearing on the stock ledger of the corporation at all times during the 90 days immediately preceding such date,and (ii) does business in Nevada directly or through an affiliated corporation.

At this time, we do not believe we have 100 shareholders of record who have addresses in Nevada and we do not conductbusiness in Nevada directly or through an affiliated corporation. Therefore, the provisions of the Control Share Act are believed not toapply to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply, theprovisions of the Control Share Act may discourage companies or persons interested in acquiring a significant interest in or control of us,regardless of whether such acquisition may be in the interest of our shareholders.

Certain Business Combinations

The Nevada Business Combination Act may also have an effect of delaying or making it more difficult to effect a change incontrol of our company. This statute prevents an “interested stockholder” and a resident domestic Nevada corporation from enteringinto a “combination,” unless certain conditions are met. The statute defines “combination” to include, among other things, any mergeror consolidation with an “interested stockholder,” or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in onetransaction or a series of transactions with an “interested stockholder” having (i) an aggregate market value equal to more than 5%of the aggregate market value of the assets of the corporation, (ii) an aggregate market value equal to more than 5% of the aggregatemarket value of all outstanding shares of the corporation, or (iii) representing more than 10% of the earning power or net income of thecorporation.



An “interested stockholder” means the beneficial owner directly or indirectly of 10% or more of the voting power of theoutstanding voting shares of a “resident domestic corporation”, or an affiliate or associate of the resident domestic corporation and at anytime within two years immediately before the date in question was the beneficial owner, directly or indirectly, of 10 percent or more ofthe voting power of the then outstanding shares of the resident domestic corporation. A “resident domestic corporation” is defined as aNevada corporation that has 200 or more stockholders of record.

A corporation subject to the Business Combination Act may not engage in a “combination” with any interested stockholderwithin two years after such person became an interested stockholder unless the combination or purchase meets the requirements, if any, inthe corporation’s articles of incorporation, and the combination or the transaction by which such person became an interested stockholderis approved by the board of directors before the person became an interested stockholder or the combination is approved by the boardof directors and is approved at an annual or special meeting of stockholders by the affirmative vote of holders of at least 60% of theoutstanding voting power not owned by the interested stockholder or its associates or affiliates. If such approval is not obtained, thenafter the expiration of the two-year period, the business combination may be consummated with the approval of the board of directorsor a majority of the outstanding voting power not held by the interested stockholder or its associates or affiliates, or if the combinationotherwise satisfies the requirements set forth in the Business Combination Act.

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Right of Shareholders on Mergers, Conversions, Exchanges

Chapter 92A of the Nevada Revised Statutes governing, among other things, mergers, conversions and exchanges, sets forthcertain rights of shareholders in connection with such transactions, including, without limitation, the right to dissent from certaincorporate actions and to obtain payment for shares, subject to the limitations provided therein on the right of dissent.

Articles of Incorporation and Bylaws

Nevada corporate law provides that stockholders are not entitled to the right to cumulate votes in the election of directors unlessour articles of incorporation provide otherwise. Our articles of incorporation do not provide for cumulative voting in the election ofdirectors. Accordingly, the holders of a majority of our outstanding shares of common stock entitled to vote in any election of directorscan elect all of the directors standing for election. Other than as described above, our articles of incorporation and bylaws do not containany explicit provisions that would have an effect of delaying, deferring or preventing a change in control of our company.

Limitation of Liability and Indemnification

Our directors and officers are subject to the indemnification provisions provided by the Nevada Revised Statures (NRS) andour by-laws. We have also agreed to indemnify each of our directors and officers against certain liabilities, including liabilities under theSecurities Act.

Neither our articles of incorporation nor by-laws prevent us from indemnifying our officers, directors and agents to the extentpermitted under the NRS. Our bylaws provide that directors and officers shall be indemnified and held harmless to the fullest extentpermitted by law. Our articles of incorporation do not contain any provision that expands the individual liability of our directors andofficers beyond that prescribed by NRS Section 78.138 (relating to fiduciary duties of directors and officers).

NRS Section 78.7502 generally provides that a corporation may indemnify any director, officer, employee or agent of acorporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with any defense to theextent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action,suit or proceeding as set forth in Section 78.7502(1) or 78.7502(2), or in defense of any claim, issue or matter therein.

NRS Section 78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to bemade a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative,except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent ofthe corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid insettlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant toNRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of thecorporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.



NRS Section 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to bemade a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in itsfavor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the requestof the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterpriseagainst expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection withthe defense or settlement of the action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a mannerwhich he reasonably believed to be in or not opposed to the best interests of the corporation.

Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court ofcompetent jurisdiction, after exhaustion of any appeals taken therefrom, to be liable to the corporation or for amounts paid in settlement tothe corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdictiondetermines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity forsuch expenses as the court deems proper.

Market for Shares of Common Stock

Shares of our common stock are quoted on the OTCQB of the OTC Markets Group Inc. under the symbol “SLBG”.

Transfer Agent

The transfer agent and registrar for our common stock is Worldwide Stock Transfer, LLC.

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PLAN OF DISTRIBUTION

We are registering the shares of common stock previously issued to permit the resale of these shares of common stock by theholders of the common stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale bythe selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the sharesof common stock.

The selling stockholders may sell all or a portion of the shares of common stock held by them and offered hereby from time totime directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwritersor broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. Theshares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, atvarying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involvecrosses or block transactions, pursuant to one or more of the following methods:

● on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

● in the over-the-counter market;

● in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

● through the writing or settlement of options, whether such options are listed on an options exchange or otherwise;

● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of theblock as principal to facilitate the transaction;

● purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

● an exchange distribution in accordance with the rules of the applicable exchange;

● privately negotiated transactions;



● short sales made after the date the Registration Statement is declared effective by the SEC;

● agreements between broker-dealers and the selling securityholders to sell a specified number of such shares at a stipulatedprice per share;

● a combination of any such methods of sale; and

● any other method permitted pursuant to applicable law.

The selling stockholders may also sell shares of common stock under Rule 144 promulgated under the Securities Act of 1933,as amended, if available, rather than under this prospectus. In addition, the selling stockholders may transfer the shares of common stockby other means not described in this prospectus. If the selling stockholders effect such transactions by selling shares of common stockto or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the formof discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stockfor whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particularunderwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with salesof the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which mayin turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholdersmay also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positionsand to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of commonstock to broker-dealers that in turn may sell such shares.

69

The selling stockholders may pledge or grant a security interest in some or all of the shares of common stock owned by themand, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares ofcommon stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicableprovision of the Securities Act amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successorsin interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of commonstock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficialowners for purposes of this prospectus.

To the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of theSecurities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to beunderwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made,a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares of common stock beingoffered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and otherterms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or re-allowed orpaid to broker-dealers.

Under the securities laws of some states, the shares of common stock may be sold in such states only through registered orlicensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have beenregistered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant tothe registration statement, of which this prospectus forms a part.

The selling stockholders and any other person participating in such distribution will be subject to applicable provisions of theSecurities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extentapplicable, Regulation M under the Exchange Act, which may limit the timing of purchases and sales of any of the shares of commonstock by the selling stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the abilityof any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the sharesof common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entityto engage in market-making activities with respect to the shares of common stock.



We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement,estimated to be $54,139.34 in total, including, without limitation, Securities and Exchange Commission filing fees and expenses ofcompliance with state securities or “blue sky” laws; provided, however, a selling stockholder will pay all underwriting discounts andselling commissions, if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the SecuritiesAct in accordance with the registration rights agreements or the selling stockholders will be entitled to contribution. We may beindemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act that may arise from anywritten information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the relatedregistration rights agreements or we may be entitled to contribution.

Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freelytradable in the hands of persons other than our affiliates.

70

SHARES ELIGIBLE FOR FUTURE SALE

As of December 31, 2021, we had 41,869,622 shares of common stock outstanding. Of those shares, the 16,400,001 shares(including 7,600,001 shares to be issued on the exercise of warrants and 8,800,000 shares to be issued on the conversion of the Notes)covered by this prospectus upon sale will be freely transferrable without restrictions unless purchased by persons deemed to be ouraffiliates as that term is defined in Rule 144 under the Securities Act. Any shares purchased by an affiliate may not be resold exceptpursuant to an effective registration statement or an applicable exemption from registration, including an exemption under Rule 144 underthe Securities Act. Of our shares of common stock that are outstanding, 35,288,871 are “restricted,” which means they were originallysold in an offering not registered under the Securities Act. Restricted shares may be sold through registration under the Securities Act orunder an applicable exemption from registration, such as provided by Rule 144, which is summarized below.

In general, under Rule 144, a person who has beneficially owned restricted shares for at least six months would be entitled tosell those securities provided that (1) such person is not deemed to have been one of our affiliates at the time of, or at any time duringthe 90 days preceding, a sale and (2) we have been subject to the Exchange Act periodic reporting requirements for at least 90 daysbefore the sale and are current in filing our periodic reports. Persons who have beneficially owned restricted shares of common stockfor at least six months but who are our affiliates at the time of, or any time during the 90 days preceding, a sale, would be subject toadditional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities thatdoes not exceed 1% of the number of shares of common stock outstanding, which will equal approximately 543,586 shares immediatelyafter this offering, based on the number of shares of common stock outstanding as of August 27, 2021. Such sales by affiliates must alsocomply with the manner of sale and notice provisions of Rule 144 and to the availability of current public information about us.

LEGAL MATTERS

The validity of the shares of common stock will be passed upon for us by Lucosky Brookman LLP.

EXPERTS

Our consolidated balance sheets as of April 30, 2021 and 2020, and the related consolidated statements of operations andcomprehensive loss, shareholders’ deficit, and cash flows for the fiscal years ended April 30, 2021 and 2020 included elsewhere in thisprospectus, have been audited by Mac Accounting Group, LLP, an independent registered public accounting firm, as set forth in its reportappearing herein and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of PlaySight Interactive Ltd. (“PlaySight”) at December 31, 2020 and 2019, and for eachof the two years in the period ended December 31, 2020 appearing in this prospectus and Registration Statement have been audited byKost Forer Gabbay & Kasierer, a member of Ernst & Young Global, an independent auditor, as set forth in its report thereon (whichcontains an explanatory paragraph describing conditions that raise substantial doubt about PlaySight’s ability to continue as a goingconcern as described in Note 1 to the consolidated financial statements) appearing elsewhere herein, and are included in reliance uponsuch report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We are a reporting company and file annual, quarterly and current reports, and other information with the Securities andExchange Commission. You may read and copy any document we file with the SEC at the SEC’s public reference room at 100 F Street



N.E., Washington, D.C. 20549. You can request copies of such documents by writing to the SEC and paying a fee for the copying cost.You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our filings are alsoavailable to the public from the SEC’s website at www.sec.gov. The SEC’s website contains reports, proxy and information statementsand other information regarding registrants that file electronically with the SEC.

This prospectus is part of a registration statement on Form S-1 that we filed with the SEC to register the securities offered herebyunder the Securities Act. This prospectus does not contain all of the information included in the registration statement, including certainexhibits and schedules. For further information with respect to our company and the securities offered by this prospectus, as well asthe exhibits and schedules to the registration statement, we refer you to the registration statement, those exhibits and schedules, and tothe information incorporated by reference in this Prospectus. You may obtain the registration statement and exhibits to the registrationstatement from the SEC at the address listed above or from the SEC’s website.

71

INDEX TO FINANCIAL STATEMENTS

Slinger Bag Inc. – Unaudited Pro Forma Condensed Combined Financial StatementsUnaudited Pro Forma Condensed Balance Sheet as of October 31, 2021 F-3Unaudited Pro Forma Condensed Statement of Operations for the Six Months Ended October 31, 2021 F-4Unaudited Pro Forma Condensed Statement of Operations for the Year Ended April 30, 2021 F-5Notes to Unaudited Pro Forma Condensed Financial Statements

Slinger Bag Inc. – Condensed Consolidated Financial Statements for the Six Months Ended October 31, 2021Unaudited Condensed Consolidated Financial Statements for the Six Months Ended October 31, 2021 F-8Notes to Unaudited Condensed Consolidated Financial Statements F-12

Slinger Bag Inc. – Consolidated Financial Statements for the Years Ended April 30, 2021 and 20202021 Audited Financial StatementsReport of Independent Registered Public Accounting Firm F-22Consolidated Balance Sheets as of April 30, 2021 and 2020 F-23Consolidated Statements of Operations and Comprehensive Loss for the years ended April 30, 2021 and 2020 F-24Consolidated Statement of Changes in Shareholders’ Deficit for the years ended April 30, 2021 and 2020 F-25Consolidated Statements of Cash Flows for the years ended April 30, 2021 and 2020 F-26Notes to Consolidated Financial Statements F-27

PlaySight Interactive Ltd. - Consolidated Financial Statements for the Years Ended December 31, 2020 and 2019Report of Independent Auditors F-41Consolidated Balance Sheets as of December 31, 2020 and 2019 F-42Consolidated Statements of Operations for the years ended December 31, 2020 and 2019 F-44Consolidated Statement of Changes in Shareholders’ Deficiency for the years ended December 31, 2020 and 2019 F-45Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019 F-46Notes to Consolidated Financial Statements F-47

PlaySight Interactive Ltd. - Condensed Consolidated Financial Statements for the Nine Months Ended September 30,2021Condensed Consolidated Balance Sheets F-73Condensed Consolidated Statements of Operations F-75Condensed Consolidated Statements of Convertible Preferred Shares and Shareholders’ Deficit F-76Condensed Consolidated Statements of Cash Flows F-77Notes to Condensed Consolidated Financial Statements F-78

F-1

SLINGER BAG INC.UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS



Introduction

The following unaudited pro forma condensed combined financial statements are based on the Company’s historical consolidatedfinancial statements and the historical consolidated financial statements of PlaySight and Gameface as adjusted to give effect to theCompany’s acquisition of PlaySight and Gameface (the “Pending Acquisitions”). For more information on these probable acquisitions,see “Prospectus Summary—PlaySight Acquisition” and “Prospectus Summary—Business Overview.”

PlaySight’s business involves sports video technology, data capture, high performance analytics and automated video production.PlaySight will also bring a growing, recurring revenue stream of sports clients and content subscribers to the Company.

Gameface has developed the AI capabilities for the forthcoming Slinger app, including instant analysis of groundstrokes andbiomechanics as well as event recognition from match play situations, all captured through a phone’s camera. Gameface’s platform isdesigned to deliver both technical (biomechanics) and tactical (strategy) insights through its camera agnostic AI video platform.

The acquisitions of PlaySight and Gameface are expected to close within one month of the date of this prospectus. After the closing ofthe Pending Acquisitions, the Company will formally launch its Watch, Play, Learn strategy pursuant to which it will endeavor to builda connected sports technology business based on (i) ball launchers across a range of sports, (ii) content, streaming and data (throughPlaySight technology), (iii) performance, artificial intelligence, data and content (through Gameface technology) and Saas applications(through Foundation Sports technology).

The unaudited pro forma condensed combined statements of operations for the six months ended October 31, 2021 and the 12 monthsended April 30, 2021 give effect to these transactions as if they had occurred on May 1, 2020. The unaudited pro forma condensedcombined balance sheet as of October 31, 2021 gives effect to these transactions as if they had occurred on October 31, 2021. Theunaudited pro forma condensed combined financial statements were derived from the following historical information:

● The Company’s unaudited balance sheet and unaudited statement of operations as of and for the six months endedOctober 31, 2021 and its audited statement of operations for the fiscal year ended April 30, 2021;

●

PlaySight’s unaudited balance sheet and unaudited statement of operations as of and for the six months endedSeptember 30, 2021 and its unaudited statement of operations for the twelve months ended March 31, 2021 (thesePlaySight financials were derived from the PlaySight audited year end financials of the company as of December 31,2020 and adjusted to reflect unaudited quarterly financial information in order to more closely align PlaySight’s yearend with the Company’s April 30, 2021 year end); and

●

Gameface’s unaudited balance sheet and unaudited statement of operations as of and for the six months endedSeptember 30, 2021 and its unaudited statement of operations for the twelve months ended March 31, 2021 (theseGameface financials were derived from the Gameface audited year end financials of the company as of June 30, 2021and adjusted to reflect unaudited quarterly financial information in order to more closely align Gameface’s year endwith the Company’s April 30, 2021 year end).

The assumptions and estimates underlying the unaudited adjustments to the pro forma condensed combined financial statements aredescribed in the accompanying notes, which should be read together with the pro forma condensed combined financial statements.

The unaudited pro forma condensed combined financial statements should be read together with the Company’s historical financialstatements, which are included in the Company’s latest annual report on Form 10-K and quarterly report on Form 10-Q, and PlaySight’shistorical financial information included elsewhere in this prospectus.

F-2

Unaudited Pro Forma Condensed Combined Balance SheetAs of October 31, 2021

(in thousands)

Slinger PlaySight Gameface Pro FormaAdjustments Notes Pro Forma

CombinedAssets

Current assets



Cash and cash equivalents $ 1,748 $ 380 $ 431 $ - $ 2,559Accounts receivable, net 847 250 - - 1,097Inventories, net 8,578 506 - - 9,084Loan and interest receivable 1,435 - - (1,435) (a) -Prepaid expenses and other current assets 587 772 - - 1,359

Total current assets 13,195 1,908 431 (1,435) 14,099

Goodwill 1,240 - - 52,098 (b) 53,338Other intangible assets, net 2,291 - - 20,440 (c) 22,731Finished products used in operations, net - 5,021 - - 5,021Other non-current assets - 782 103 - 885

Total assets $ 16,726 $ 7,711 $ 534 $ 71,103 $ 96,074

Liabilities and Shareholders’ Deficit

Current liabilitiesAccounts payable and accrued expenses $ 5,306 $ 1,081 $ 75 $ - $ 6,462Accrued payroll and bonuses 1,211 997 - - 2,208Deferred revenue 71 1,988 - 180 (d) 2,239Accrued interest - related party 822 - - - 822Convertible notes payable, net 2,628 - - - 2,628Derivative liabilities 14,870 - - - 14,870Contingent consideration - - - 10,209 (e) 10,209Other current liabilities 563 92 (299) (f) 356

Total current liabilities 24,908 4,629 167 10,090 39,794

Long-term liabilitiesConvertible loans - 24,020 - (24,020) (f) -Long-term deferred revenue - 1,326 - - 1,326Other long-term liabilities - 1,010 - (896) (f) 114

Total liabilities 24,908 30,985 - (14,826) 41,234

Convertible preferred shares - 30,761 - (30,761) (f) -

Total shareholders’ equity (deficit) (8,182) (54,035) 367 116,690 (g) 54,840Total liabilities and shareholders’ deficit $ 16,726 $ 7,711 $ 534 $ 71,103 $ 96,074

F-3

Unaudited Pro Forma Condensed Combined Statements of OperationsSix Months Ended October 31, 2021

(in thousands, except per share information)


Combined

Net sales $ 7,938 $ 3,151 $ 58 $ (42) (h) $ 11,105Cost of sales 5,068 2,041 - - 7,109Gross income 2,870 1,110 58 (42) 3,996

Operating expenses:Selling and marketing expenses 1,595 1,138 82 - 2,815General and administrative expenses 38,593 638 115 - 39,346Research and development costs 277 1,409 187 - 1,873

Total operating expenses 40,465 3,185 384 - 44,034



Loss from operations (37,595) (2,075) (326) (42) (40,038)

Other expense (income):Amortization of debt discounts 2,650 - - - 2,650Loss (gain) on extinguishment of debt 7,097 - - - 7,097Gain on change in fair value of derivatives (9,131) - - - (9,131)Loss on issuance of convertible notes 3,689 - - - 3,689Interest expense - related party 79 - - - 79Interest expense, net 282 1,525 - - 1,807

Total other expense 4,666 1,525 - - 6,191Loss before income taxes (42,261) (3,600) (326) (42) (46,229)Benefit for income taxes - - (10) - (10)Net loss (42,261) (3,600) (316) (42) (46,219)

Other comprehensive gain (loss), net of taxForeign currency translation adjustments 8 - - - 8

Total other comprehensive gain (loss), net oftax 8 - - - 8

Comprehensive loss $ (42,253) $ (3,600) $ (316) $ (42) $ (46,211)

Net loss per share, basic and diluted $ (1.20) $ (0.61)Weighted average number of common sharesoutstanding, basic and diluted 35,104,580 41,142,858 (i) 76,247,438

F-4

Unaudited Pro Forma Condensed Combined Statements of OperationsYear Ended April 30, 2021

(in thousands, except per share information)


Combined

Net sales $ 10,804 $ 5,563 $ 182 (125 ) (h) $ 16,424Cost of sales 7,680 3,602 - - 11,282Gross income 3,124 1,961 182 (125) 5,142

Operating expenses:Selling and marketing expenses 1,761 2,187 238 - 4,186General and administrative expenses 4,750 1,175 353 - 6,278Research and development costs 339 2,254 394 - 2,987

Total operating expenses 6,850 5,616 985 - 13,451Loss from operations (3,726) (3,655) (803) (125) (8,309)

Other expense (income):Amortization of debt discounts 377 - - - 377Loss (gain) on extinguishment of debt 3,030 - - - 3,030Induced conversion loss 51 - - - 51Gain on change in fair value of derivatives (1,940) - - - (1,940)Interest expense - related party 609 - - - 609Interest expense, net 12,741 5,156 - - 17,897

Total other expense 14,868 5,156 - - 20,024Loss before income taxes (18,594) (8,811) (803) (125) (28,333)Benefit for income taxes - - (41) - (41)



Net loss (18,594) (8,811) (762) (125) (28,292)

Other comprehensive gain (loss), net of taxForeign currency translation adjustments (15) - - - (15)

Total other comprehensive gain (loss), net oftax (15) - - - (15)

Comprehensive loss $ (18,609) $ (8,811) $ (762) $ (125) $ (28,307)

Net loss per share, basic and diluted $ (0.70) $ (0.42)Weighted average number of common sharesoutstanding, basic and diluted 26,723,038 41,142,858 (i) 67,865,896

F-5

Note 1 — Basis of presentation

The historical consolidated financial statements have been adjusted in the pro forma condensed combined financial statements to giveeffect to pro forma events that are (1) directly attributable to the pending business combinations, (2) factually supportable and (3) withrespect to the pro forma condensed combined statements of operations, expected to have a continuing impact on the combined resultsfollowing the business combination.

The business combinations will be accounted for under the acquisition method of accounting in accordance with ASC Topic 805, BusinessCombinations. As the acquirer for accounting purposes, the Company has estimated the fair value of the Pending Acquisitions’ assetsacquired and liabilities assumed and will conform the accounting policies of the Pending Acquisitions to its own accounting policies.

The pro forma combined financial statements do not necessarily reflect what the combined company’s financial condition or results ofoperations would have been had the acquisition occurred on the dates indicated. They also may not be useful in predicting the futurefinancial condition and results of operations of the combined company. The actual financial position and results of operations may differsignificantly from the pro forma amounts reflected herein due to a variety of factors.

The combined pro forma financial information does not reflect the realization of any expected cost savings or other synergies from theacquisition of the Pending Acquisitions as a result of restructuring activities and other planned cost savings initiatives following thecompletion of the business combination.

Note 2 — Preliminary purchase price allocation

The Company has performed a preliminary valuation analysis of the fair market value of the Pending Acquisitions’ assets and liabilities.The following table summarizes the allocation of the preliminary purchase price as of the assumed acquisition date (in thousands):

PlaySight Gameface TotalCash and cash equivalents $ 380 $ 431 $ 811Accounts receivable, net 250 - 250Inventories, net 506 - 506Loan and interest receivable (1,435) - (1,435)Prepaid expenses and other current assets 772 - 772Goodwill 42,255 9,543 52,098Other intangible assets, net 17,450 2,990 20,440Finished products used in operations, net 5,021 - 5,021Other non-current assets 782 103 885Accounts payable and accrued expenses (1,081) (75) (1,156)Accrued payroll and bonuses (997) - (997)Deferred revenue (2,168) - (2,168)Contingent consideration (8,726) (1,483) (10,209)Other current liabilities (264) (92) (356)



Long-term deferred revenue (1,326) - (1,326)Other long-term liabilities (114) - (114)Total consideration $ 51,605 $ 11,417 $ 63,022

This preliminary purchase price allocation has been used to prepare pro forma adjustments in the pro forma balance sheet and incomestatement. The final purchase price allocation will be determined when the Company has completed the detailed valuations and necessarycalculations. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments. The finalallocation may include (1) changes in fair values of property, plant and equipment, (2) changes in allocations to intangible assets such astrade names, technology and customer relationships as well as goodwill and (3) other changes to assets and liabilities.

F-6

Note 3 — Pro forma adjustments

The pro forma adjustments are based on our preliminary estimates and assumptions that are subject to change. The following adjustmentshave been reflected in the unaudited pro forma condensed combined financial information:

(a) Represents the loan amount from the Company to PlaySight that will reduce the number of shares issued as part of the purchaseprice.

(b) Reflects adjustment to record goodwill associated with the Pending Acquisitions of $52.1 million as shown in Note 2.

(c)Reflects adjustment to record intangible assets associated with the Pending Acquisitions as shown in Note 2. As part of thepreliminary valuation analysis, the Company identified intangible assets, including trade names, internally developed softwareand customer relationships.

The following table summarizes the estimated fair values of the Pending Acquisitions’ identifiable intangible assets (inthousands) and their estimated useful lives:

Estimated usefullife (in years) PlaySight Gameface Total

Trade name 12 $ 5,820 $ 420 $ 6,240Internally developed software 4 8,060 910 8,970Customer relationships 10 - 13 3,570 1,660 5,230Total $ 17,450 $ 2,990 $ 20,440

(d)Represents the estimated adjustment to increase the assumed deferred revenue obligations to fair value. The calculation of fairvalue is preliminary and subject to change. The fair value was determined based on the estimated costs to fulfill the remainingextended maintenance obligations plus a normal profit margin.

(e) Represents the fair value of the earn out shares related to the consummation of the Pending Acquisitions.

(f) Represents the loans and convertible preferred shares of PlaySight that will be converted to equity upon the completion of theacquisition.

(g)Represents the elimination of the historical equity of the Pending Acquisitions and the issuance of common shares to finance theacquisition.

(h)Represents the elimination of intercompany sales from Gameface to the Company as part of the development of a tennis specificartificial intelligence application.

(i)Represents the increase in weighted average shares in connection with the issuance of 41,142,858 common shares as part of thePending Acquisitions.

F-7



SLINGER BAG INC.CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED OCTOBER 31, 2021

SLINGER BAG INC.CONDENSED CONSOLIDATED BALANCE SHEETS

October 31, 2021 April 30, 2021(Unaudited)

Assets

Current assetsCash and cash equivalents $ 1,747,661 $ 928,796Accounts receivable, net 846,529 762,487Inventories, net 8,578,431 3,693,216Prepaid inventory 475,913 140,047Loan and interest receivable 1,435,219 -Prepaid expenses and other current assets 110,970 60,113

Total current assets 13,194,723 5,584,659

Goodwill 1,240,000 -Other intangible assets, net 2,290,895 112,853

Total assets $ 16,725,618 $ 5,697,512


Current liabilitiesAccounts payable and accrued expenses $ 5,306,355 $ 2,050,476Accrued payroll and bonuses 1,210,805 1,283,464Deferred revenue 71,242 99,531Accrued interest - related party 821,925 747,636Notes payable - related party, net - 6,143,223Convertible notes payable, net 2,627,778 -Derivative liabilities 14,870,050 13,813,449

Total current liabilities 24,908,155 24,137,779

Long-term liabilitiesNote payable, net - 10,477

Total liabilities 24,908,155 24,148,256

Commitments and contingencies (Note 11)

Shareholders’ deficitCommon stock, $0.001 par value, 300,000,000 shares authorized, 41,869,622and 27,642,828 shares issued and outstanding as of October 31, 2021(unaudited) and April 30, 2021, respectively; 0 and 6,921,299 shares issuableas of October 31, 2021 (unaudited) and April 30, 2021, respectively

41,870 27,643

Additional paid-in capital 62,871,881 10,365,056Accumulated other comprehensive loss (12,346) (20,170)Accumulated deficit (71,083,942) (28,823,273)

Total shareholders’ deficit (8,182,537) (18,450,744)Total liabilities and shareholders’ deficit $ 16,725,618 $ 5,697,512

See accompanying notes to unaudited condensed consolidated financial statements

F-8



SLINGER BAG INC.UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE LOSS

For the Three Months Ended For the Six Months EndedOctober 31, October 31, October 31, October 31,

2021 2020 2021 2020(Unaudited) (Unaudited) (Unaudited) (Unaudited)

Net sales $ 5,400,542 $ 2,620,068 $ 7,938,115 $ 3,185,053Cost of sales 3,315,605 1,579,750 5,067,956 2,516,650Gross income 2,084,937 1,040,318 2,870,159 668,403

Operating expenses:Selling and marketing expenses 887,809 397,922 1,594,906 699,940General and administrative expenses 36,197,888 829,510 38,592,687 1,588,778Research and development costs 103,318 15,439 277,366 43,549

Total operating expenses 37,189,015 1,242,871 40,464,959 2,332,267Loss from operations (35,104,078) (202,553) (37,594,800) (1,663,864)

Other expense (income):Amortization of debt discounts 2,629,069 52,543 2,650,285 286,251Loss on extinguishment of debt 1,978,295 1,999,487 7,096,730 1,432,820Induced conversion loss - 51,412 - 51,412Gain on change in fair value of derivatives (4,803,569) - (9,130,913) -Loss on issuance of convertible notes 3,689,369 - 3,689,369 -Interest expense - related party 22,495 144,085 78,728 316,549Interest expense, net 205,620 74,046 281,670 147,256

Total other expense 3,721,279 2,321,573 4,665,869 2,234,288Loss before income taxes (38,825,357) (2,524,126) (42,260,669) (3,898,152)Provision for income taxes - - - -Net loss (38,825,357) (2,524,126) (42,260,669) (3,898,152)

Other comprehensive gain (loss), net of taxForeign currency translation adjustments 20,852 (1,544) 7,824 (2,937)

Total other comprehensive gain (loss), net of tax 20,852 (1,544) 7,824 (2,937)Comprehensive loss $ (38,804,505) $ (2,525,670) $ (42,252,845) $ (3,901,089)

Net loss per share, basic and diluted $ (0.95) $ (0.10) $ (1.20) $ (0.15)Weighted average number of common sharesoutstanding, basic and diluted 41,080,733 26,420,584 35,104,580 26,255,603


F-9

SLINGER BAG INC.UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

AccumulatedAdditional Other

Common Stock Paid-in Comprehensive Accumulated



Shares Amount Capital Loss Deficit TotalBalance, April 30, 2020 24,749,354 $ 24,749 $ 5,214,970 $ (5,036) $ (10,228,513) $ (4,993,830)

Shares issued related to notepayable 1,216,560 1,217 (1,217) - - -

Shares and warrants issued inconnection with services 243,800 244 65,582 - - 65,826

Foreign currency translation - - - (1,393) - (1,393)Net loss - - - - (1,374,026) (1,374,026)

Balance, July 31, 2020 26,209,714 $ 26,210 $ 5,279,335 $ (6,429) $ (11,602,539) $ (6,303,423)Shares issued for conversion ofconvertible debt 300,000 300 238,149 - - 238,449


Warrants issued related to notespayable – related party - - 2,069,617 - - 2,069,617

Foreign currency translation - - - (1,544) - (1,544)Net loss - - - - (2,524,126) (2,524,126)Balance, October 31, 2020 26,609,714 $ 26,610 $ 7,705,020 $ (7,973) $ (14,126,665) $ (6,403,008)

Balance, April 30, 2021 27,642,828 $ 27,643 $10,365,056 $ (20,170) $ (28,823,273) $(18,450,744)Shares issued for conversion ofnotes payable – related party 1,636,843 1,637 6,218,366 - - 6,220,003

Shares issued in connectionwith acquisition 540,000 540 3,549,460 - - 3,550,000


Share-based compensation 50,215 50 187,753 - - 187,803Foreign currency translation - - - (13,028) - (13,028)Net loss - - - - (3,435,312) (3,435,312)

Balance, July 31, 2021 29,979,573 $ 29,980 $20,939,079 $ (33,198) $ (32,258,585) $(11,322,724)Shares issued for conversion ofwarrants 4,950,000 4,950 (2,200) - - 2,750

Shares issued for conversion ofcommon shares issuable 6,921,299 6,921 - - - 6,921

Elimination of related partyderivative liabilities - - 8,754,538 - - 8,754,538


Share-based compensation - - 32,381,309 - - 32,381,309Foreign currency translation - - - 20,852 - 20,852Net loss - - - - (38,825,357) (38,825,357)

Balance, October 31, 2021 41,869,622 $ 41,870 $62,871,881 $ (12,346) $ (71,083,942) $ (8,182,537)


F-10

SLINGER BAG INC.UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


2021 2020(Unaudited) (Unaudited)

Cash flows from operating activities



Net loss $ (42,260,669) $ (3,898,152)Adjustments to reconcile net loss to net cash used in operating activities:

Amortization expense 131,958 -Gain on change in fair value of derivatives (9,130,913) -Shares and warrants issued in connection with services 1,417,728 183,845Share-based compensation 32,569,112 -Loss on extinguishment of debt 7,096,730 1,432,820Induced conversion loss - 51,412Amortization of debt discounts 2,650,285 286,251Loss on issuance of convertible notes 3,689,369 -

Changes in operating assets and liabilities:Accounts receivable, net (84,262) (353,505)Inventories, net (4,886,227) (993,049)Prepaid expenses and other current assets (422,119) 110,455Accounts payable and accrued expenses 3,256,234 327,579Accrued payroll and bonuses (72,659) 361,608Deferred revenue (28,289) 630,148Accrued interest - related party 74,289 316,549

Net cash used in operating activities (5,999,433) (1,544,039)

Cash flows from investing activitiesNote receivable issuance (1,400,000) -

Net cash used in investing activities (1,400,000) -

Cash flows from financing activitiesProceeds from convertible notes payable 11,000,000 -Debt issuance costs related to convertible notes payable (800,251) -Proceeds from notes payable – related party 1,000,000 2,000,000Repayments of notes payable – related party (1,000,000) -Repayment of note payable (2,000,000) -Proceeds from note payable - 120,000Other financing activities 9,671 -

Net cash provided by financing activities 8,209,420 2,120,000

Effect of exchange rate fluctuations on cash and cash equivalents 8,878 (2,937)

Net change in cash and cash equivalents 818,865 573,024Cash and cash equivalents, beginning of the period 928,796 79,847Cash and cash equivalents, end of the period $ 1,747,661 $ 652,871

Supplemental disclosure of cash flow informationInterest paid $ 111,105 $ 140,180Income taxes paid 3,896 -

Supplemental disclosure of non-cash investing and financing activitiesShares issued for conversion of notes payable – related party $ 6,220,003 $ -Shares issued in connection with acquisition 3,550,000 -Elimination of related party derivative liabilities 8,754,538 -Derivative liabilities recorded as debt discounts of convertible notes 10,199,749 -Conversion of note payable and accrued interest into common stock - 187,037Warrants issued with note payable - 70,130


F-11



SLINGER BAG INC.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION

Organization

Lazex Inc. (“Lazex”) was incorporated under the laws of the State of Nevada on July 12, 2015. On August 23, 2019, the majority ownerof Lazex entered into a Stock Purchase Agreement with Slinger Bag Americas Inc., a Delaware corporation (“Slinger Bag Americas”),which was 100% owned by Slinger Bag Ltd. (“SBL”), an Israeli company. In connection with the Stock Purchase Agreement, Slinger BagAmericas acquired 20,000,000 shares of common stock of Lazex for $332,239. On September 16, 2019, SBL transferred its ownershipof Slinger Bag Americas to Lazex in exchange for the 20,000,000 shares of Lazex acquired on August 23, 2019. As a result of thesetransactions, Lazex owned 100% of Slinger Bag Americas and the sole shareholder of SBL owned 20,000,000 shares of common stock(approximately 82%) of Lazex. Effective September 13, 2019, Lazex changed its name to Slinger Bag Inc.

On October 31, 2019, Slinger Bag Americas acquired control of Slinger Bag Canada, Inc., (“Slinger Bag Canada”) a Canadian companyincorporated on November 3, 2017. There were no assets, liabilities or historical operational activity of Slinger Bag Canada at that time.

On February 10, 2020, Slinger Bag Americas became the 100% owner of SBL, along with SBL’s wholly owned subsidiary Slinger BagInternational (UK) Limited (“Slinger Bag UK”), which was formed on April 3, 2019. The owner of SBL contributed it to Slinger BagAmericas for no consideration.

On June 21, 2021, Slinger Bag Americas entered into a membership interest purchase agreement with Charles Ruddy to acquire a 100%ownership stake in Foundation Sports Systems, LLC (“Foundation Sports”) (see Note 4).

The operations of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK, SBL and Foundation Sports arecollectively referred to as the “Company.”

The Company operates in the sporting and athletic goods business. The Company is the owner of the Slinger Launcher, which is a portabletennis ball launcher, as well as other associated tennis accessories.


The accompanying unaudited condensed consolidated financial statements of the Company are presented in accordance with accountingprinciples generally accepted in the United States of America (“GAAP”). As a result of the transactions described above, theaccompanying consolidated financial statements include the combined results of Slinger Bag Inc., Slinger Bag Americas, Slinger BagCanada, Slinger Bag UK, SBL and Foundation Sports for the periods presented. All intercompany accounts and transactions have beeneliminated in consolidation.

NOTE 2: GOING CONCERN

The financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assetsand discharge its liabilities in the normal course of business for the foreseeable future. The Company has an accumulated deficit of$71,083,942 as of October 31, 2021, and more losses are anticipated in the development of the business. Accordingly, there is substantialdoubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments related tothe recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Companybe unable to continue as a going concern.

F-12

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or beingable to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when theybecome due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from relatedparties, and/or private placement of debt and/or common stock.



NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principlesgenerally accepted in the United States of America (“GAAP”) and based upon Securities and Exchange Commission rules that permitreduced disclosure for interim periods. For a more complete discussion of significant accounting policies and certain other information,you should refer to the financial statements included in Slinger Bag Inc.’s Annual Report on Form 10-K for the year ended April 30,2021. These financial statements reflect all adjustments that are necessary for a fair presentation of results of operations and financialcondition for the interim periods shown, including normal recurring accruals and other items. The results for the interim periods are notnecessarily indicative of results for the full year.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptionsthat affect the amounts reported in the financial statements and accompanying notes. Accordingly, actual results could differ from thoseestimates.

Financial Statement Reclassification

Certain prior year amounts have been reclassified in these consolidated financial statements to conform to current year presentation.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cashequivalents. The majority of payments due from banks for credit card transactions process within 24 to 48 hours and are accordinglyclassified as cash and cash equivalents.

Accounts Receivable

The Company’s accounts receivable are non-interest bearing trade receivables resulting from the sale of products and payable over termsranging from 15 to 60 days. The Company provides an allowance for doubtful accounts at the point when collection is considereddoubtful. Once all collection efforts have been exhausted, the Company charges-off the receivable with the allowance for doubtfulaccounts. The Company had no allowance for doubtful accounts as of October 31, 2021 or April 30, 2021.

Inventory

Inventory is valued at the lower of the cost (determined principally on a first-in, first-out basis) or net realizable value. The Company’svaluation of inventory includes inventory reserves for inventory that will be sold below cost and the impact of inventory shrink. Inventoryreserves are based on historical information and assumptions about future demand and inventory shrink trends. The Company’s inventoryas of October 31, 2021 consisted of $3,820,645 of finished goods, $3,441,456 of component and replacement parts, $1,566,330 ofcapitalized duty and freight, and a $250,000 inventory reserve. The Company’s inventory as of April 30, 2021 consisted of $1,591,826of finished goods, $1,777,028 of component and replacement parts, $347,362 of capitalized duty and freight, and a $23,000 inventoryreserve.

F-13

Concentration of Credit Risk

The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed insured limits. The Companycontinually monitors its banking relationships and consequently has not experienced any losses in such accounts. While we may beexposed to credit risk, we consider the risk remote and do not expect that any such risk would result in a significant effect on our resultsof operations or financial condition.



Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, the core principle of which isthat an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects theconsideration to which the entity expects to be entitled to receive in exchange for those goods or services. The Company recognizesrevenue for its performance obligation associated with its contracts with customers at a point in time once products are shipped. Amountscollected from customers in advance of shipping products ordered are reflected as deferred revenue on the accompanying consolidatedbalance sheets. The Company’s standard terms are non-cancelable and do not provide for the right-of-return, other than for defectivemerchandise covered under the Company’s standard warranty. The Company has not historically experienced any significant returns orwarranty issues.


Fair value of financial and non-financial assets and liabilities is defined as an exit price, representing the amount that would be receivedto sell an asset or paid to transfer a liability in an orderly transaction between market participants. The three-tier hierarchy for inputsused in measuring fair value, which prioritizes the inputs used in the methodologies of measuring fair value for assets and liabilities, is asfollows:

Level 1 — Quoted prices in active markets for identical assets or liabilitiesLevel 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilitiesLevel 3 — Unobservable pricing inputs in the market

Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair valuemeasurements. Our assessment of the significance of a particular input to the fair value measurements requires judgment and may affectthe valuation of the assets and liabilities being measured and their categorization within the fair value hierarchy.

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, and accounts payable. The carryingamount of these financial instruments approximates fair value due to their short-term maturity.

The Company’s derivative liabilities were calculated using Level 2 assumptions on the issuance and balance sheet dates via a Black-Scholes option pricing model and consisted of the following ending balances and gain amounts as of and for the three and six monthsended October 31, 2021:

Note derivative is related to October 31, 2021ending balance

Gain (loss) forthree months

ended October 31,2021

Gain (loss)for six

months endedOctober 31, 2021

4/11/21 conversion of 12/24/20 note payable $ 795,482 $ 441,178 $ 434,3694/15/21 note payable - 1,788,123 6,014,2455/26/21 conversion of notes payable – related party - 2,759,718 2,867,7498/6/21 convertible notes 14,074,568 (185,450 ) (185,450 )Total $ 14,870,050 $ 4,803,569 $ 9,130,913

The Black-Scholes option pricing model assumptions for the derivative liabilities during the six months ended October 31, 2021 and 2020consisted of the following:

2021 2020Expected life in years 1.7 – 5.0 years N/AStock price volatility 50% – 155% N/ARisk free interest rate 0.16% – 1.21% N/AExpected dividends 0% N/A

Income Taxes

Income taxes are accounted for in accordance with the provisions of ASC 740, Accounting for Income Taxes. Deferred tax assets andliabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts



of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax ratesexpected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effecton deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts that are more likely than not to berealized.

F-14

Goodwill

The Company accounts for goodwill and other intangible assets in accordance with ASC 350, Intangibles - Goodwill and Other (“ASC350”). ASC 350 requires that goodwill and intangible assets with indefinite lives not be amortized, but reviewed for impairment ifimpairment indicators arise and, at a minimum, annually.

The goodwill impairment test is a two-step test. In the first step, the Company compares the fair value of each reporting unit with goodwillto its carrying value. The Company determines the fair value of its reporting units with goodwill using a combination of a discountedcash flow and a market value approach. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to thatreporting unit, goodwill is not impaired and the Company is not required to perform further testing. If the carrying value of the net assetsassigned to the reporting unit exceeds the fair value of the reporting unit, then the Company must perform the second step of the goodwillimpairment test in order to determine the implied fair value of the reporting unit’s goodwill and compare it to the carrying value of thereporting unit’s goodwill. The activities in the second step include valuing the tangible and intangible assets and liabilities. If the impliedfair value of goodwill is less than the carrying value, an impairment loss is recognized for the difference.

There was no impairment of goodwill during the six months ended October 31, 2021 or 2020.

Intangible Assets

Intangible assets relate to the “Slinger” technology trademark, which the Company purchased on November 10, 2020, as well as theintangible assets related to the purchase of Foundation Sports on June 21, 2021 (see Note 4). The Slinger trademark is amortized over itsexpected life of 20 years. Amortization expense for the six months ended October 31, 2021 and 2020 related to the Slinger trademarkwas $2,904 and zero, respectively.

Long-Lived Assets

In accordance with ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes in circumstancesindicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares theprojected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against theirrespective carrying amount. If those net undiscounted cash flows do not exceed the carrying amount, impairment, if any, is based on theexcess of the carrying amount over the fair value based on the market value or discounted expected cash flows of those assets and isrecorded in the period in which the determination is made. There was no impairment of long-lived assets identified during the six monthsended October 31, 2021 or 2020.

Share-Based Payments

The Company accounts for share-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation (“ASC718”). Under the fair value recognition provisions of this topic, share-based compensation cost is measured at the grant date based onthe fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vestingperiod.

Warrants

The Company grants warrants to key employees and executives as compensation on a discretionary basis. The Company also grantswarrants in connection with certain note payable agreements and other key arrangements. The Company is required to estimate the fairvalue of share-based awards on the measurement date and recognize as expense that value of the portion of the award that is ultimately



expected to vest over the requisite service period. Warrants granted in connection with ongoing arrangements are more fully described inNote 6: Convertible Notes Payable, Note 7: Note Payable and Note 10: Shareholders’ Equity.

The warrants granted during the six months ended October 31, 2021 and 2020 were valued using a Black-Scholes option pricing modelon the date of grant using the following assumptions:

2021 2020Expected life in years 5 - 10 years 10 yearsStock price volatility 50% - 157% 148% - 152%Risk free interest rate 0.90% - 1.63% 0.68% - 0.85%Expected dividends 0% 0%

Foreign Currency Translation

A portion of SBL’s operations are conducted in Israel and its functional currency is the Israeli Shekel, the Company’s operations ofSlinger Bag Canada are conducted in its functional currency of Canadian Dollars, and the Company’s Slinger Bag UK operations areconducted in its functional currency of the British pound (“GBP”). The accounts of SBL, Slinger Bag Canada, and Slinger Bag UK havebeen translated into U.S. dollars (“USD”). Assets and liabilities are translated into USD at the applicable exchange rates at period-end.Shareholders’ equity is translated using historical exchange rates. Revenue and expenses are translated at the average exchange ratesfor the period. Any translation adjustments are included as foreign currency translation adjustments on the consolidated statements ofoperations and comprehensive loss.

Earnings Per Share

Basic earnings per share are calculated by dividing income available to shareholders by the weighted-average number of common sharesoutstanding during each period. Diluted earnings per share are computed using the weighted average number of common and dilutivecommon share equivalents outstanding during the period.

The Company had zero and 6,921,299 common shares issuable as of October 31, 2021 and 2020, which were not included in thecalculation of diluted earnings per share as the effect is antidilutive. The Company also had outstanding convertible notes payable thatwere convertible into 3,666,675 and zero shares of common stock as of October 31, 2021 and 2020, respectively, outstanding warrantsexercisable into 37,264,721 and 16,025,000 shares of common stock as of October 31, 2021 and 2020, respectively, and 244,910 andzero shares related to make-whole provisions as of October 31, 2021 and 2020, respectively, which were excluded from the calculationof diluted earnings per share as the effect is antidilutive. As a result, the basic and diluted earnings per share are the same for each of theperiods presented.

F-15


In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”), 2019-12,Simplifying the Accounting for Income Taxes, which amends ASC 740, Income Taxes (“ASC 740”). This update is intended to simplifyaccounting for income taxes by removing certain exceptions to the general principles in ASC 740 and amending existing guidance toimprove consistent application of ASC 740. This update is effective for fiscal years beginning after December 15, 2021. The guidancein this update has various elements, some of which are applied on a prospective basis and others on a retrospective basis with earlierapplication permitted. The Company is currently evaluating the effect of this ASU on the Company’s financial statements and relateddisclosures.

Other recently issued accounting pronouncements did not, or are not believed by management to, have a material effect on the Company’spresent or future consolidated financial statements.

NOTE 4: ACQUISITIONS

On June 21, 2021, the Company completed one immaterial acquisition by entering into a membership interest purchase agreement(“MIPA”) with Charles Ruddy (the “Seller”) to acquire a 100% ownership stake in Foundation Sports Systems, LLC (“Foundation



Sports”) in exchange for 1,000,000 shares of common stock of the Company to be issued to the Seller and two other Foundation Sportsemployees in three tranches (the “Purchase Price”): (i) 600,000 shares of common stock on the closing date, (ii) 200,000 shares ofcommon stock on the first anniversary of the closing date and (iii) 200,000 shares of common stock on the second anniversary of theclosing date (collectively, the “Shares”), provided that 10% of the Shares of each tranche will be held back by the Company and notdelivered to the recipients for a period of 12 months from the date of their issuance. The Shares are subject to a 12-month lock-up fromtheir date of delivery during which time they may not be offered or sold by the Seller or any other recipient thereof without the expresswritten consent of the Company. On June 23, 2021, the Company issued 540,000 shares of its common stock to the receipts under theMIPA, which consisted of 600,000 shares less a hold-back of 10% (i.e., 60,000 shares).

The Company allocated the aggregate purchase price for the acquisition based upon the tangible and intangible assets acquired, net ofliabilities. The allocation of the purchase price is detailed below:

Allocation ofpurchase price

Trade name $ 70,000Internally developed software 240,000Customer relationships 2,000,000Goodwill 1,240,000Total purchase price $ 3,550,000

The trade name, internally developed software, and customer relationships will be amortized over their expected lives of 6, 4, and 7 years,respectively. Amortization expense for the six months ended October 31, 2021 and 2020 related to the Foundation Sports intangibles was$129,054 and zero, respectively.

On September 27, 2021, the Company entered into a share purchase agreement (the “Agreement”) pursuant to which it agreed topurchase 100% of the share capital of Flixsense Pty Ltd. (the “Shares”) d/b/a Gameface (“Gameface”) in exchange for the followingconsideration: (i) 6,666,667 shares of the Company’s common stock (subject to adjustment); and (ii) 1,000,000 additional earn-out sharesof the Company’s common stock (subject to the fulfilment of certain milestones), provided that, at the election of Jalaluddin Shaik, themajority shareholder of the selling shareholders of Gameface (“Shaik”), the Company has agreed to pay Shaik $500,000 in cash in lieuof the issuance of 142,587 shares of common stock. The closing of the acquisition is subject to the satisfaction of the closing conditionsdescribed in the Agreement. The transaction is expected to close during the Company’s quarter ended January 31, 2022.

On October 6, 2021, the Company entered into a merger agreement with, inter alia, PlaySight Interactive Ltd. (“PlaySight”) (the“PlaySight Agreement”) pursuant to which PlaySight will, subject to the satisfaction of the closing conditions described in the PlaySightAgreement, become a wholly owned subsidiary of the Company in exchange for the following consideration: (i) 28,333,333 shares ofthe Company’s common stock (subject to adjustment); (ii) payment of certain PlaySight transaction costs; and (iii) up to a maximum of5,142,858 earn-out shares (subject to the fulfilment of certain milestones and reduction under certain circumstances). The transaction isexpected to close during the Company’s quarter ended January 31, 2022.

NOTE 5: NOTES PAYABLE – RELATED PARTY

Beginning in October 2019, the Company entered into several loan agreements with a related party entity controlled by the formershareholder of Slinger Bag Canada. Total outstanding borrowings from this related party as of April 30, 2021 amounted to $6,220,000,which was gross of total discounts of $76,777 and consisted of the following:

Note date Maturity date Interest rate April 30, 20216/1/2019 6/1/2021 9.5% $ 1,700,0006/30/2020 6/30/2021 9.5% 120,000

8 notes from 10/2019 – 8/2020 9/1/2021 9.5% 3,850,0009/15/2020 9/15/2021 9.5% 250,00011/24/2020 11/24/2021 9.5% 300,000

Total notes payable $ 6,220,000

On May 26, 2021, the Company and the related party lender entered into a note conversion agreement (the “Note ConversionAgreement”) whereby the related party lender agreed to convert its total outstanding borrowings as of that date of $6,220,000 into1,636,843 shares of the Company’s common stock. The Note Conversion Agreement contains a guarantee that the aggregate gross sales



of the shares by the related party will be no less than $6,220,000 over the next three years and if the aggregate gross sales are less than$6,220,000 the Company will issue additional shares of common stock to the related party for the difference between the total grossproceeds and $6,220,000, which could result in an infinite number of shares being required to be issued.

The Company evaluated the conversion option of the notes payable to shares under the guidance in ASC 815, Derivatives and Hedging(“ASC 815”), and determined the conversion option qualified for equity classification. The Company also evaluated the profit guaranteeunder ASC 815 and determined it to be a make-whole provision, which is an embedded derivative within the host instrument. As theeconomic characteristics of the make-whole provision are dissimilar to the host instrument, the profit guarantee was bifurcated from thehost instrument and stated as a separate derivative liability, which is marked to market at the end of each reporting period with the non-cash gain or loss recorded in the period as a gain or loss on derivative.

On the date of conversion the Company recognized a $5,118,435 loss on extinguishment of debt, which represented the differencebetween the $6,220,000 in notes payable that were converted and the fair value of the shares issued of $6,220,003, which were recordedin shares issued for conversion of notes payable – related party within shareholders’ equity, the derivative liability of $5,052,934, whichwas valued using a Black-Scholes option pricing model, and the write-off of the unamortized debt discount of $65,498. Amortizationof the debt discounts during the three months ended July 31, 2021, prior to the notes’ conversion, was $11,279, which was recorded inamortization of debt discounts in the accompanying consolidated statements of operations.

F-16

Per the terms of the Note Conversion Agreement the accrued interest related to the notes payable was not converted into shares and isstill due to the related party. The Company and the related party agreed that interest will continue to accrue on the outstanding accruedinterest at a rate of 9.5% per annum and will be paid in full by May 25, 2022.

On July 23, 2021, the Company entered into a loan agreement with its related party lender for borrowings of $500,000. The loan is to berepaid within 30 days of receipt and shall bear interest at a rate of 12% per annum.

On August 4, 2021, the Company entered into a loan agreement with its related party lender for borrowings of $500,000. The loan is tobe repaid within 30 days of receipt and shall bear interest at a rate of 12% per annum.

On August 11, 2021, the Company repaid the outstanding principal and interest to its related party lender for the July 23, 2021 loan of$500,000 and the August 4, 2021 loan of $500,000.

On August 31, 2021, the Company’s related party lender cancelled the guarantee in the Note Conversion Agreement that the aggregategross sales of its converted shares will be no less than $6,220,000. In connection with the elimination of the profit guarantee the derivativeliability ceased to exist at that time. On August 31, 2021, the fair value of the derivative liability was remeasured using a Black-Scholes option pricing model and determined to be $2,185,185. The change in fair value of the derivative through August 31, 2021, wasrecognized as a gain on change in fair value of derivatives of $2,759,718 and $2,867,749 for the three and six months ended October31, 2021, respectively, and the remaining value of the derivative of $2,185,185 was reclassified to additional paid-in capital as part ofshareholders’ equity during the three months ended October 31, 2021 due to the related party nature of the transaction.

There were no outstanding borrowings from this related party as of October 31, 2021. Interest expense related to this related party for thethree months ended October 31, 2021 and 2020 amounted to $22,495 and $144,085, respectively. Interest expense related to this relatedparty for six months ended October 31, 2021 and 2020 amounted to $78,728 and $316,549, respectively. Accrued interest due to thisrelated party as of October 31, 2021 and April 30, 2021 amounted to $821,925 and $747,636, respectively.

NOTE 6: CONVERTIBLE NOTES PAYABLE

On August 6, 2021, the Company consummated the closing (the “Closing”) of a private placement offering (the “Offering”) pursuantto the terms and conditions of that certain Securities Purchase Agreement, dated as of August 6, 2021 (the “Purchase Agreement”),between the Company and certain accredited investors (the “Purchasers”). At the Closing, the Company sold to the Purchasers (i) 8%Senior Convertible Notes (the “Convertible Notes”) in an aggregate principal amount of $11,000,000 and (ii) warrants to purchaseup to 7,333,334 shares of common stock of the Company (the “Warrants” and together with the Convertible Notes, the “Securities”).The Company received an aggregate of $11,000,000 in gross proceeds from the Offering, before deducting offering expenses andcommissions.



F-17

The Convertible Notes mature on August 6, 2022 (the “Maturity Date”) and bear interest at 8% per annum payable on each conversiondate (as to that principal amount then being converted), on each redemption date as well as mandatory redemption date (as to that principalamount then being redeemed) and on the Maturity Date, in cash. The Convertible Notes are convertible into shares of the Company’scommon stock at any time following the date of issuance and prior to Mandatory Conversion (as defined in the Convertible Notes) at theconversion price equal to the lesser of: (i) $3.00, subject to adjustment set forth in the Convertible Notes and (ii) in the case of an uplist tothe NASDAQ, the Uplist Conversion Price (as defined in the Convertible Notes) of the Company’s common stock during the two TradingDay (as defined in the Convertible Notes) period after each conversion date; provided, however, that at any time from and after December31, 2021 or an Event of Default (as defined in the Convertible Notes), the holder of the Convertible Notes may, by delivery of writtennotice to the Company, elect to cause all, or any part, of the Convertible Notes to be converted, at any time thereafter, each an “AlternateConversion”, pursuant to the Section 4(f) of the Convertible Notes, all, or any part of, the then outstanding aggregate principal amountof the Convertible Notes into shares of Common Stock at the Alternate Conversion price. The Convertible Notes rank pari passu withall other notes now or thereafter issued under the terms set forth in the Convertible Notes. The Convertible Notes contain certain priceprotection provisions providing for adjustment of the number of shares of common stock issuable upon conversion of the ConvertibleNotes in case of certain future dilutive events or stock-splits and dividends.

The Warrants are exercisable for five years from August 6, 2021, at an exercise price equal to the lesser of $3.00 or a 20% discount tothe public offering price that a share of the Company’s common stock or unit (if units are offered) is offered to the public resulting inthe commencement of trading of the Company’s common stock on the NASDAQ, New York Stock Exchange or NYSE American. TheWarrants contain certain price protection provisions providing for adjustment of the amount of securities issuable upon exercise of theWarrants in case of certain future dilutive events or stock-splits and dividends.

The Company evaluated the Warrants and the conversion options under the guidance in ASC 815 and determined they represent derivativeliabilities given the variability in the exercise and conversion prices upon the event of an up list to the NASDAQ. The Company alsoevaluated the other embedded features in the agreement and determined the interest make-whole provision and the subsequent financingredemption represent put features that are also accounted for as derivative liabilities. The derivative liabilities are marked to market at theend of each reporting period with the non-cash gain or loss recorded in the period as a gain or loss on derivative (see Note 3).

The Warrants were valued at $12,026,668 on the date of issuance using a Monte Carlo simulation that accounted for the variability in theexercise price upon the event of an up list based on the Company’s expected future stock prices over the five-year term using inputs inline with those listed in Note 3. The remaining derivatives were valued at $1,862,450 on the issuance date based on the present value oftheir weighted average probability value.

As part of the issuance of the Convertible Notes, the Company incurred and capitalized debt issuance costs of $800,251 related tobrokerage and legal fees that met the debt issuance cost capitalization criteria of ASC 835. The total discount related to the ConvertibleNotes on the date of issuance of $14,689,369 exceeded their value, which resulted in the Company recognizing a $3,689,369 loss onthe issuance of the Convertible Notes during the three months ended October 31, 2021. The discount on the Convertible Notes will beamortized through the maturity date on a straight-line basis. Amortization of the debt discount during the three and six months endedOctober 31, 2021 was $2,627,778, which was recorded in amortization of debt discounts in the accompanying consolidated statements ofoperations.

The fair value of the derivative liability was $14,074,568 as of October 31, 2021, and the Company recognized a loss on change in fairvalue of $185,450 for the three and six months ended October 31, 2021.

Total outstanding borrowings related to the Convertible Notes as of October 31, 2021 were $11,000,000. The outstanding amount is netof total discounts of $8,372,222 for a net book value of $2,627,778 as of October 31, 2021. Interest expense related to the ConvertibleNotes for the three and six months ended October 31, 2021 was $210,222.

F-18

NOTE 7: NOTE PAYABLE



On April 15, 2021, the Company entered into a $2,000,000 note payable (the “Note”). The Note matures April 14, 2023 and bears interestat fifteen percent (15%) per year. The Company pays interest at maturity, at which time all principal and unpaid interest is due.

The Note is collateralized by all business assets, including patents, trademarks and other intellectual property. It is also collateralized bythe ownership of Slinger Bag Americas, Slinger Bag Canada, SBL, and Slinger Bag UK.

In connection with the Note, the Company issued 2,200,000 warrants with an exercise price of $0.25. The exercise price has customaryanti-dilution protection for stock splits, mergers, etc. Additionally, the warrants contain a stipulation that the Company will guarantee thevalue of the shares sold will be no less, on average, than $1.50 per share through April 15, 2023. If the average value of the shares sold isless than $1.50 per share, the Company will issue additional shares of common stock to compensate for the shortfall, which could resultin an infinite number of shares being required to be issued.

The Company evaluated the warrants and the profit guarantee under the guidance in ASC 815 and determined they represent a derivativeliability given the profit guarantee represents a make-whole provision that is not separated from the host instrument. The derivativeliability is marked to market at the end of each reporting period with the non-cash gain or loss recorded in the period as a gain or loss onderivative (see Note 3).

On August 6, 2021, the Company used the net proceeds from the issuance of the Convertible Notes (see Note 6) to pay 100% of theoutstanding principal and accrued interest of the Note.

Amortization of the debt discount related to the Note during the three and six months ended October 31, 2021 was $1,291 and $11,228,respectively, which was recorded in amortization of debt discounts in the accompanying consolidated statements of operations. On thedate the Note was paid off the unamortized debt discount balance of $1,978,295 was recognized as a loss on extinguishment of debtduring the three months ended October 31, 2021.

On August 6, 2021, the Note payable holder exercised its right to convert its 2,200,000 outstanding warrants into shares of commonstock of the Company. At the conversion date the Note payable holder also agreed to cancel the guarantee that the value of the sharessold will be no less, on average, than $1.50 per share through April 15, 2023. In connection with the elimination of the profit guaranteethe derivative liability ceased to exist at that time. On August 6, 2021, the fair value of the derivative liability was remeasured using aBlack-Scholes option pricing model and determined to be $6,569,353. The change in fair value of the derivative through August 6, 2021,was recognized as a gain on change in fair value of derivatives of $1,788,123 and $6,014,245 for the three and six months ended October31, 2021, respectively, and the remaining value of the derivative of $6,569,353 was reclassified to additional paid-in capital as part ofshareholders’ equity during the three months ended October 31, 2021 due to the related party nature of the transaction.

There were no outstanding borrowings related to the Note as of October 31, 2021. Interest expense related to the Note for the three andsix months ended October 31, 2021 amounted to $30,000 and $106,667, respectively.

NOTE 8: NOTE RECEIVABLE

On July 21, 2021, the Company entered into a Convertible Loan Agreement with PlaySight Interactive Ltd (the “Borrower”) wherein theCompany granted the Borrower a $2,000,000 line of credit with a six-month maturity date. Any borrowings under the line of credit bearinterest at a rate of 15% per annum.

On July 26, 2021, the Company issued $300,000 to the Borrower under the line of credit. On August 26, 2021 and October 5, 2021, theCompany issued an additional $700,000 and $400,000, respectively, to the Borrower under the line of credit.

As of October 31, 2021, the total note receivable balance was $1,400,000. Interest income related to the note receivable for the three andsix months ended October 31, 2021 amounted to $34,602 and $35,219, respectively, which is included in interest expense, net on theconsolidated statement of operations.

F-19

NOTE 9: RELATED PARTY TRANSACTIONS



In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Companycan support its operations or attain adequate financing through sales of its equity or traditional debt financing. There is no formal writtencommitment for continued support by officers, directors, or shareholders. Amounts represent advances, amounts paid in satisfactionof liabilities, or accrued compensation that has been deferred. The advances are considered temporary in nature and have not beenformalized by a promissory note.

Amounts due to related parties were $1,210,805 and $1,283,464 as of October 31, 2021 and April 30, 2021, respectively, whichrepresented unpaid salaries, bonuses and reimbursable expenses due to officers of the Company.

The Company had outstanding notes payable of zero and $6,220,000 and accrued interest of $821,925 and $747,636 due to a related partyas of October 31, 2021 and April 30, 2021, respectively (see Note 5).

The Company recognized net sales of $240,314 and $304,209 during the six months ended October 31, 2021 and 2020, respectively, toa related party. As of October 31, 2021 and April 30, 2021 the related party had outstanding accounts receivable of $30,315 and $86,956,respectively.

NOTE 10: SHAREHOLDERS’ EQUITY

Common Stock Transactions During the Six Months Ended October 31, 2021

On May 26, 2021, the Company issued 1,636,843 shares of its common stock for the conversion of related party notes payable (see Note5). The fair value of the common stock was $6,220,003.

On June 23, 2021, the Company issued 540,000 shares of its common stock as partial consideration for the acquisition of FoundationSports (see Note 4). The fair value of the total shares of common stock to be issued related to the acquisition was $3,550,000.

On July 6, 2021, the Company issued 50,215 shares of its common stock to two employees as compensation for services rendered in lieuof cash, which resulted in $187,803 in share-based compensation expense during the three months ended July 31, 2021.

On July 11, 2021, the Company issued 18,750 shares of its common stock to a vendor as compensation for marketing and other servicesrendered, which resulted in $16,875 of operating expenses during the three months ended July 31, 2021.

During the three months ended July 31, 2021, the Company granted an aggregate total of 90,937 shares of its common stock and equityoptions to purchase up to 60,000 shares (which are now expired) to six new brand ambassadors as compensation for services. The expenserelated to the issuance of the shares and equity options is being recognized over the service agreements, similar to the warrants andequity options issued to the four other brand ambassadors in the prior year. During the three and six months ended October 31, 2021, theCompany recognized $278,757 and $747,428 of operating expenses related to the shares, warrants and equity options granted to brandambassadors.

On August 6, 2021, the Note payable holder (see Note 7) exercised its right to convert its 2,200,000 outstanding warrants into shares ofcommon stock of the Company.

On August 6, 2021, the Company’s related party lender exercised its right to convert its 2,750,000 outstanding warrants and 6,921,299common shares issuable into 9,671,299 shares of common stock of the Company.

On October 11, 2021, the Company issued 18,750 shares of its common stock to a vendor as compensation for marketing and otherservices rendered, which resulted in $16,875 of operating expenses during the three months ended October 31, 2021.

F-20

Warrants Issued During the Six Months Ended October 31, 2021

On October 28, 2020, the Company granted 400,000 warrants to a service provider for advertising services over the next year. Thewarrants have an exercise price of $0.75 per share, a contractual life of 10 years from the date of issuance, and vest quarterly over a yearfrom the grant date. The warrants were valued using a Black-Scholes option pricing model on the grant date and the expense related to the



issuance of the warrants is being recognized over the service agreement. The Company recognized $105,457 and $214,552 of operatingexpenses related to this agreement during the three and six months ended October 31, 2021.

On October 29, 2020, the Company and the three members of its advisory board entered into agreements whereby each member willreceive an aggregate number of warrants each quarter equal to $7,500 divided by the average closing price of the Company’s stock for thefive days prior to the Company’s most recently completed fiscal quarter. The warrants vest quarterly, have an exercise price of $0.001 pershare and a contractual life of 10 years from the date of issuance. During the six months ended October 31, 2021, 11,613 warrants wereissued under these agreements. The warrants were valued using a Black-Scholes option pricing model on the grant date, which resultedin operating expenses of $22,085 and $45,998 during the three and six months ended October 31, 2021.

On August 6, 2021, in connection with the Convertible Notes issuance (see Note 6) the Company issued warrants to purchase up to7,333,334 shares of common stock of the Company to the Purchasers.

On August 6, 2021, in connection with the Convertible Notes issuance the Company also granted the lead placement agent for theOffering 266,667 warrants that are exercisable for five years from August 6, 2021, at an exercise price of $3.30 (subject to adjustment asset forth in the Convertible Notes per the terms of the agreement) and are vested immediately. The warrants were valued using a Black-Scholes option pricing model on the grant date and the Company recognized $376,000 of operating expenses related to them during thethree months ended October 31, 2021.

On September 3, 2021, the Company granted an aggregate total of 10,100,000 warrants to key employees and officers of the Companyas compensation. The warrants have an exercise price of $0.001 per share for 10,000,000 of the warrants and $3.42 for 100,000 of thewarrants, a contractual life of 10 years from the date of issuance and are vested immediately upon grant. The warrants were valued usinga Black-Scholes option pricing model on the grant date and the Company recognized $32,381,309 of share-based compensation expenserelated to them during the three months ended October 31, 2021.

NOTE 11: COMMITMENTS AND CONTINGENCIES

Leases

The Company leases its office space under short-term leases with terms under a year. Total rent expense for the three months endedOctober 31, 2021 and 2020 amounted to $5,150 and $2,100, respectively. Total rent expense for the six months ended October 31, 2021and 2020 amounted to $6,550 and $4,200, respectively.

Contingencies

From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. The Company isnot presently a party to any legal proceedings that it currently believes would individually or taken together have a material adverse effecton the Company’s business or financial statements.

F-21

SLINGER BAG INC.CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED APRIL 30, 2021 AND 2020

Report of Independent Registered Public Accounting Firm

Board of Directors and ShareholdersSlinger Bag Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Slinger Bag Inc. as of April 30, 2021 and 2020, and the relatedconsolidated statements of operations and comprehensive loss, shareholders’ deficit, and cash flows for each of the two years in theperiod ended April 30, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financialstatements present fairly, in all material respects, the financial position of Slinger Bag Inc. as of April 30, 2021 and 2020, and the resultsof its operations and its cash flows for each of the two years in the period ended April 30, 2021, in conformity with accounting principlesgenerally accepted in the United States of America.



Going Concern

The accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed inNote 2 to the financial statements, the entity has suffered recurring losses from operations and has a net capital deficiency that raisesubstantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described inNote 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financialstatements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (UnitedStates) (“PCAOB”) and are required to be independent with respect to Slinger Bag Inc. in accordance with the U.S. federal securitieslaws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the auditto obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.Slinger Bag Inc. is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As partof our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressingan opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to erroror fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regardingthe amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significantestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our auditsprovide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that werecommunicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material tothe financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of criticalaudit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicatingthe critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which theyrelate.

Inventory

The Company developed, and now sells, a tennis ball launcher that is built into a bag (the “Slinger Launcher”). The Company utilizesmanufacturing companies who deliver its Slinger Launchers to third party warehouses around the world to enable the Company todistribute its product internationally. As discussed in Note 3 of the consolidated financial statements the Company values their inventoryat the lower of cost (determined principally on a first-in first-out basis) or net realizable value. Due to the numerous warehouse locations,inventory in transit, and the multiple components that go into the Slinger Launcher auditing the inventory balance was challenging andrequired complex auditor judgment.

In order to audit the Company’s inventory balance, we sent confirmations to third party warehouses after they completed their internalinventory counts, reconciled and verified all inventory in transit amounts by reviewing third party support and shipping records, and weensured all values assigned to components and completed Slinger Launchers was accurate by reviewing source documents and invoicesfrom third party manufacturers.

Complex Debt and Equity Transactions

During the year under audit the Company entered into multiple debt and/or equity transactions and agreements that contained terms andprovisions that were uncommon in practice. Due to the unusual nature of the agreements, ensuring the accounting for the transactionswere challenging, subjective, and required complex auditor judgment, including detailed analysis and interpretation of accountingstandards.

In order to audit these significant unusual transactions, we reviewed Company analysis and had to perform a significant amount ofresearch in order to gain comfort in the accounting for each.



/s/ Mac Accounting Group, LLP

We have served as the Company’s auditor since 2019.

Midvale, UtahAugust 6, 2021

F-22

Slinger Bag Inc.Consolidated Balance Sheets

April 30, 2021 April 30, 2020

Assets

Current assetsCash and cash equivalents $ 928,796 $ 79,847Accounts receivable, net 762,487 -Inventories, net 3,693,216 919,644Prepaid expenses and other current assets 200,160 381,510

Total current assets 5,584,659 1,381,001

Intangible asset, net 112,853 -Total assets $ 5,697,512 $ 1,381,001


Current liabilitiesAccounts payable and accrued expenses $ 2,050,476 $ 1,108,488Accrued payroll and bonuses 1,283,464 257,730Deferred revenue 99,531 179,366Accrued interest - related party 747,636 138,967Notes payable - related party, net 6,143,223 2,100,000Convertible notes payable, net - 82,128Derivative liabilities 13,813,449 620,238

Total current liabilities 24,137,779 4,486,917

Long-term liabilitiesLong-term portion of convertible notes payable, net - 1,493,939Notes payable, net 10,477 393,975

Total liabilities 24,148,256 6,374,831

Commitments and contingencies (Note 10)

Shareholders’ deficitCommon stock, $0.001 par value, 300,000,000 shares authorized, 27,642,828and 24,749,354 shares issued and outstanding as of April 30, 2021 and 2020,respectively; 6,921,299 and 8,137,859 shares issuable as of April 30, 2021 and2020, respectively

27,643 24,749

Additional paid-in capital 10,365,056 5,214,970Accumulated other comprehensive loss (20,170) (5,036)Accumulated deficit (28,823,273) (10,228,513)

Total shareholders’ deficit (18,450,744) (4,993,830)Total liabilities and shareholders’ deficit $ 5,697,512 $ 1,381,001



See accompanying notes to consolidated financial statements

F-23

Slinger Bag Inc.Consolidated Statements of Operations and Comprehensive Loss

For the Year EndedApril 30, 2021 April 30, 2020

Net sales $ 10,804,214 $ 686,179Cost of sales 7,680,290 1,370,897Gross income (loss) 3,123,924 (684,718)

Operating expenses:Selling and marketing expenses 1,761,154 563,003General and administrative expenses 4,749,922 5,291,075Research and development costs 339,385 179,982Transaction costs - 198,443

Total operating expenses 6,850,461 6,232,503

Loss from operations (3,726,537) (6,917,221)

Other expenses (income):Amortization of debt discount 376,506 1,565,174Loss on extinguishment of debt 3,030,495 -Induced conversion loss 51,412 -Gain on change in fair value of derivatives (1,939,639) -Interest expense - related party 608,668 171,918Interest expense 12,740,781 573,431

Total other expense 14,868,223 2,310,523Loss before income taxes (18,594,760) (9,227,744)Provision for income taxes - -Net loss $ (18,594,760) $ (9,227,744)

Other comprehensive loss, net of taxForeign currency translation adjustments (15,134) (5,034)

Total other comprehensive loss, net of tax (15,134) (5,034)Comprehensive loss $ (18,609,894) $ (9,232,778)Net loss per share, basic and diluted $ (0.70) $ (0.37)Weighted average number of common shares outstanding, basic and diluted 26,723,038 24,689,813


F-24

Slinger Bag Inc.Consolidated Statements of Shareholders’ Deficit

AccumulatedAdditional Other



Common Stock Paid-in Comprehensive AccumulatedShares Amount Capital Loss Deficit Total

Balance, April 30, 2019 24,380,000 $24,380 $ 2,520 $ - $ (33,091) $ (6,191)

Contribution of Slinger Bag Limited - - - (2) (967,678) (967,680)Shares issuable related to note payable - - 1,492,188 - - 1,492,188Distribution to shareholder - - (332,239) - - (332,239)Forgiveness of net liabilities owed to formermajority shareholder - - 15,289 - - 15,289

Shares issued for conversion of convertibledebt 369,354 369 182,476 - - 182,845

Share-based compensation - - 3,741,746 - - 3,741,746Warrants issued with note payable - - 112,990 - - 112,990Foreign currency translation - - - (5,034) - (5,034)Net loss - - - - (9,227,744) (9,227,744)

Balance, April 30, 2020 24,749,354 $24,749 $ 5,214,970 $ (5,036) $ (10,228,513) $ (4,993,830)

Shares issued related to note payable 1,216,560 1,217 (1,217) - - -Warrants issued related to notes payable -related party - - 2,157,818 - - 2,157,818

Shares issued in connection with conversion ofnotes payable 772,332 772 1,749,232 - - 1,750,004

Shares issued for conversion of convertibledebt 300,000 300 238,149 - - 238,449

Shares issued in connection with purchase oftrademark 35,000 35 35,316 - - 35,351

Warrants issued in connection with purchase oftrademark - - 50,232 - - 50,232

Shares issued in connection with services 569,582 570 849,559 - - 850,129Share-based compensation - - 70,997 - - 70,997Foreign currency translation - - - (15,134) - (15,134)Net loss - - - - (18,594,760) (18,594,760)Balance, April 30, 2021 27,642,828 $27,643 $10,365,056 $ (20,170) $ (28,823,273) $(18,450,744)


F-25

Slinger Bag Inc.Consolidated Statements of Cash Flows


2021 2020

Cash flows from operating activities:Net loss $ (18,594,760) $ (9,227,744)Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization expense 2,730 650Gain on change in fair value of derivatives (1,939,639) -Shares issued in connection with services 798,351 -Share-based compensation 70,997 3,741,746Loss on extinguishment of debt 3,030,495 -Induced conversion loss 51,412 -Non-cash interest expense 12,501,178 358,855



Amortization of debt discount 376,506 1,565,174

Changes in operating assets and liabilities:Accounts receivable, net (760,058) -Inventories, net (2,764,758) (919,644)Prepaid expenses and other current assets 208,806 (381,510)Accounts payable and accrued expenses 946,716 855,853Accrued payroll and bonuses 1,025,734 365,787Deferred revenue (79,835) (706,408)Accrued interest - related party 608,668 138,967

Net cash used in operating activities (4,517,457) (4,208,274)

Cash flows from investing activities:Purchase of intangible assets (30,000) -Proceeds from contribution of net assets of Slinger Bag Limited - 73,400

Net cash (used in) provided by investing activities (30,000) 73,400

Cash flows from financing activities:Distribution to shareholder - (332,239)Proceeds from notes payable - related party 3,300,000 2,100,000Proceeds from note payable 3,120,000 500,000Repayments of notes payable – related party (1,000,000 ) -Proceeds from convertible note payable - 1,950,000

Net cash provided by financing activities 5,420,000 4,217,761

Effect of exchange rate fluctuations on cash and cash equivalents (23,594) (5,034)

Increase in cash and cash equivalents 848,949 77,853Cash and cash equivalents at beginning of period 79,847 1,994Cash and cash equivalents at end of period $ 928,796 $ 79,847

Supplemental disclosure of cash flow information:Interest paid $263,268 $ 224,726Income taxes paid 3,668 -

Supplemental disclosure of non-cash investing and financing activities:Forgiveness of net liabilities owed to former majority shareholder $ - $ 15,289Shares issuable related to convertible note payable agreement - 1,492,188Debt discount due to derivative liability - 673,809Conversion of note payable and accrued interest into common stock - 182,845Warrants issued with note payable - 112,990Net assets contributed from Slinger Bag Limited - (967,680)Transfer of convertible note payable to note payable 1,700,000 -Transfer of notes payable to notes payable – related party 1,820,000 -Shares and warrants issued in connection with purchase of trademark 85,583 -Conversion of notes payable and accrued interest into common stock 1,937,041 -Warrants and shares issued with note payable 158,331 -


F-26

SLINGER BAG INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION

Organization

Lazex Inc. (“Lazex”) was incorporated under the laws of the State of Nevada on July 12, 2015. On August 23, 2019, the majority ownerof Lazex entered into a Stock Purchase Agreement with Slinger Bag Americas Inc., a Delaware corporation (“Slinger Bag Americas”),which was 100% owned by Slinger Bag Ltd. (“SBL”), an Israeli company. In connection with the Stock Purchase Agreement, Slinger BagAmericas acquired 20,000,000 shares of common stock of Lazex for $332,239. On September 16, 2019, SBL transferred its ownershipof Slinger Bag Americas to Lazex in exchange for the 20,000,000 shares of Lazex acquired on August 23, 2019. As a result of thesetransactions, Lazex owned 100% of Slinger Bag Americas and the sole shareholder of SBL owned 20,000,000 shares of common stock(approximately 82%) of Lazex. Effective September 13, 2019, Lazex changed its name to Slinger Bag Inc.

On October 31, 2019, Slinger Bag Americas acquired control of Slinger Bag Canada, Inc., (“Slinger Bag Canada”) a Canadian companyincorporated on November 3, 2017. There were no assets, liabilities or historical operational activity of Slinger Bag Canada.

On February 10, 2020, Slinger Bag Americas became the 100% owner of SBL, along with SBL’s wholly owned subsidiary Slinger BagInternational (UK) Limited (“Slinger Bag UK”), which was formed on April 3, 2019. On February 10, 2020, Zehava Tepler, the owner ofSBL, contributed Slinger Bag UK to Slinger Bag Americas for no consideration.

The operations of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK and SBL are collectively referred to asthe “Company.”

The Company operates in the sporting and athletic goods business. The Company is the owner of the Slinger Launcher, which is a portabletennis ball launcher, as well as other associated tennis accessories.

Effective February 25, 2020, the Company increased the number of authorized shares of common stock from 75,000,000 to 300,000,000via a four-to-one forward split of its outstanding shares of common stock. All share and per share information contained in this reporthave been retroactively adjusted to reflect the impact of the stock split.


The accompanying consolidated financial statements of the Company are presented in accordance with accounting principles generallyaccepted in the United States of America (“GAAP”). As a result of the transactions described above, the accompanying consolidatedfinancial statements include the combined results of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK andSBL for the years ended April 30, 2021 and 2020. The contribution of the net assets of SBL is reflected as an equity contribution athistorical cost on May 1, 2019, the beginning of the earliest period in which the entities were under common control. There was nohistorical activity in Slinger Bag Americas or Slinger Bag Canada prior to May 1, 2019. All intercompany accounts and transactions havebeen eliminated in consolidation.


The financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assetsand discharge its liabilities in the normal course of business for the foreseeable future. The Company has an accumulated deficit of$28,823,273 as of April 30, 2021, and more losses are anticipated in the development of the business. Accordingly, there is substantialdoubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments related tothe recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Companybe unable to continue as a going concern.

F-27

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or beingable to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when theybecome due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from relatedparties, and/or private placement of debt and/or common stock.

NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptionsthat affect the amounts reported in the financial statements and accompanying notes. Accordingly, actual results could differ from thoseestimates.


Certain prior year amounts have been reclassified in these consolidated financial statements to conform to current year presentation.


The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cashequivalents. The majority of payments due from banks for credit card transactions process within 24 to 48 hours and are accordinglyclassified as cash and cash equivalents.

Accounts Receivable

The Company’s accounts receivable are non-interest bearing trade receivables resulting from the sale of products and payable over termsranging from 15 to 60 days. The Company provides an allowance for doubtful accounts at the point when collection is considereddoubtful. Once all collection efforts have been exhausted, the Company charges-off the receivable with the allowance for doubtfulaccounts. The Company had no allowance for doubtful accounts as of April 30, 2021 or 2020.

Inventory

Inventory is valued at the lower of the cost (determined principally on a first-in, first-out basis) or net realizable value. The Company’svaluation of inventory includes inventory reserves for inventory that will be sold below cost and the impact of inventory shrink. Inventoryreserves are based on historical information and assumptions about future demand and inventory shrink trends. The Company’s inventoryas of April 30, 2021 consisted of $1,591,826 of finished goods, $1,777,028 of component and replacement parts, $347,362 of capitalizedduty and freight, and a $23,000 inventory reserve. The Company’s inventory as of April 30, 2020 consisted of $663,750 of finished goodsand $255,894 of component and replacement parts.


The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed insured limits. The Companycontinually monitors its banking relationships and consequently has not experienced any losses in such accounts. While we may beexposed to credit risk, we consider the risk remote and do not expect that any such risk would result in a significant effect on our resultsof operations or financial condition.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, the core principle of which isthat an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects theconsideration to which the entity expects to be entitled to receive in exchange for those goods or services. The Company recognizesrevenue for its performance obligation associated with its contracts with customers at a point in time once products are shipped. Amountscollected from customers in advance of shipping products ordered are reflected as deferred revenue on the accompanying consolidatedbalance sheets. The Company’s standard terms are non-cancelable and do not provide for the right-of-return, other than for defectivemerchandise covered under the Company’s standard warranty. The Company has not historically experienced any significant returns orwarranty issues.


Fair value of financial and non-financial assets and liabilities is defined as an exit price, representing the amount that would be receivedto sell an asset or paid to transfer a liability in an orderly transaction between market participants. The three-tier hierarchy for inputsused in measuring fair value, which prioritizes the inputs used in the methodologies of measuring fair value for assets and liabilities, is asfollows:

Level 1 — Quoted prices in active markets for identical assets or liabilities



Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilitiesLevel 3 — Unobservable pricing inputs in the market

Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair valuemeasurements. Our assessment of the significance of a particular input to the fair value measurements requires judgment and may affectthe valuation of the assets and liabilities being measured and their categorization within the fair value hierarchy.

F-28

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, and accounts payable. The carryingamount of these financial instruments approximates fair value due to their short-term maturity. The Company’s derivative liabilities werecalculated using Level 2 assumptions on the issuance date via a Black-Scholes option pricing model whose assumptions are in line withthe assumptions noted below in the warrant section.

Income Taxes

Income taxes are accounted for in accordance with the provisions of ASC 740, Accounting for Income Taxes. Deferred tax assets andliabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amountsof existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax ratesexpected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effecton deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts that are more likely than not to berealized.

Intangible Asset

Intangible asset relates to the “Slinger” technology trademark, which the Company purchased on November 10, 2020. The trademarkis amortized over its expected life of 20 years. Amortization expense for the year ended April 30, 2021 and 2020 was $2,730 and zero,respectively. The amount of amortization expense for each of the next five years will be approximately $5,800 per year.

Long-Lived Assets

In accordance with ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes in circumstancesindicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares theprojected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against theirrespective carrying amount. If those net undiscounted cash flows do not exceed the carrying amount, impairment, if any, is based on theexcess of the carrying amount over the fair value based on the market value or discounted expected cash flows of those assets and isrecorded in the period in which the determination is made. There was no impairment of long-lived assets identified during the year endedApril 30, 2021 or 2020.

Share-Based Payment

The Company accounts for share-based compensation in accordance with ASC 718, Compensation-Stock Compensation (ASC 718).Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fairvalue of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.

Warrants

The Company grants warrants to key employees and executives as compensation on a discretionary basis. The Company also grantswarrants in connection with certain note payable agreements and other key arrangements. The Company is required to estimate the fairvalue of share-based awards on the measurement date and recognize as expense that value of the portion of the award that is ultimatelyexpected to vest over the requisite service period. Warrants granted in connection with ongoing arrangements are more fully described inNote 7: Note Payable and Note 9: Shareholders’ Deficit.

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The warrants granted during the year ended April 30, 2021 and 2020 were valued using a Black-Scholes option pricing model on the dateof grant using the following assumptions:

2021 2020Expected life in years 2 – 10 years 2 -10 yearsStock price volatility 148% - 280% 121% - 144%Risk free interest rate 0.12% - 1.64% 0.36% - 2.43%Expected dividends 0% 0%


A portion of SBL’s operations are conducted in Israel and its functional currency is the Israeli Shekel, the Company’s operations ofSlinger Bag Canada are conducted in its functional currency of Canadian Dollars, and the Company’s Slinger Bag UK operations areconducted in its functional currency of the British pound (GBP). The accounts of SBL, Slinger Bag Canada, and Slinger Bag UK havebeen translated into U.S. dollars (“USD”). Assets and liabilities are translated into USD at the applicable exchange rates at period-end.Shareholders’ equity is translated using historical exchange rates. Revenue and expenses are translated at the average exchange ratesfor the period. Any translation adjustments are included as foreign currency translation adjustments on the consolidated statements ofoperations and comprehensive loss.

Earnings Per Share

Basic earnings per share are calculated by dividing income available to shareholders by the weighted-average number of common sharesoutstanding during each period. Diluted earnings per share are computed using the weighted average number of common and dilutivecommon share equivalents outstanding during the period.

The Company had 6,921,299 and 8,137,859 common shares issuable as of April 30, 2021 and 2020, respectively, (see Note 5 and 6)which were not included in the calculation of diluted earnings per share as the effect is antidilutive. The Company also had outstandingnotes payable convertible into zero and 7,465,811 shares of common stock as of April 30, 2021 and 2020, respectively, (see Note 6),outstanding warrants exercisable into 24,503,107 and 13,000,000 shares of common stock as of April 30, 2021 and 2020, respectively,and 21,786 and zero shares related to make-whole provisions as of April 30, 2021 and 2020, respectively, (see Note 7), which wereexcluded from the calculation of diluted earnings per share as the effect is antidilutive. As a result, the basic and diluted earnings pershare are the same for each of the periods presented.


In December 2019, the FASB issued Accounting Standards Update (ASU), 2019-12, Simplifying the Accounting for Income Taxes,which amends ASC 740, Income Taxes (ASC 740). This update is intended to simplify accounting for income taxes by removing certainexceptions to the general principles in ASC 740 and amending existing guidance to improve consistent application of ASC 740. Thisupdate is effective for fiscal years beginning after December 15, 2021. The guidance in this update has various elements, some of whichare applied on a prospective basis and others on a retrospective basis with earlier application permitted. The Company is currentlyevaluating the effect of this ASU on the Company’s financial statements and related disclosures.

Other recently issued accounting pronouncements did not, or are not believed by management to, have a material effect on the Company’spresent or future consolidated financial statements.

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NOTE 4: INTANGIBLE ASSET

On November 10, 2020, the Company entered into a Trademark Assignment Agreement to acquire the “Slinger” trademark for $30,000in cash, 35,000 shares of the Company’s common stock, and warrants to purchase 50,000 shares of the Company’s common stock at anexercise price of $0.50 per share. The warrants vested immediately and have a contractual life of 10 years.

The common stock was valued at the closing stock price on November 10, 2020 and the warrants were valued using a Black-Scholesoption pricing model, for a fair value of $35,351 and $50,232, respectively.

The purchase price of the trademark was determined to be $115,583.



NOTE 5: NOTE PAYABLE – RELATED PARTYOn October 1, 2019, the Company entered into a loan agreement with a related party entity controlled by the former shareholder of SlingerBag Canada for borrowings of $500,000 bearing interest at 12% per annum. All principal and accrued interest were due on demandunder the original agreement. On December 13, 2019, the Company entered into an Amended and Restated Loan Agreement making allprincipal and accrued interest due on July 15, 2020, which was later amended to extend the due date to September 1, 2021.

On December 3, 2019, the Company entered into a loan agreement with the same related party for borrowings of $500,000 bearinginterest at 12% per annum. All principal and accrued interest were due on demand under the original agreement. On December 13, 2019,the Company entered into an Amended and Restated Loan Agreement increasing the interest rate earned from 12% to 24% per annumand making all principal and accrued interest due on July 15, 2020, which was later amended to extend the due date to September 1, 2021.

On December 11, 2019, the Company entered into a loan agreement with the same related party for borrowings of $700,000 bearinginterest at 24% per annum. All principal and accrued interest were due on July 15, 2020. On July 8, 2020, the terms of the debt wereamended to extend the due date to January 8, 2021, which was later amended to extend the due date to September 1, 2021.

On January 6, 2020, the Company entered into a loan agreement with the same related party for borrowings of $200,000 bearing interestat 24% per annum. All principal and accrued interest were due on January 8, 2021, which was later amended to extend the due date toSeptember 1, 2021.

On February 28, 2020, the Company entered into a loan agreement with the same related party for borrowings of $200,000 bearinginterest at 24% per annum. All principal and accrued interest were due on February 28, 2021, which was later amended to extend the duedate to September 1, 2021.

On May 12, 2020 and July 3, 2020, the Company entered into loan agreements with the same related party for borrowings of $1,000,000and $500,000, respectively, bearing interest at 24% per annum. All principal and accrued interest were due on August 31, 2020 and July3, 2021, respectively, which was later amended to extend the due date to September 1, 2021.

On July 8, 2020, the Company entered into a Purchase Order Financing Agreement (“PO Financing Agreement”) whereby $1,900,000 ofthe total $3,600,000 in outstanding debt due to the related party as of the date of the agreement was labeled as inventory financing (“POFinancing Amount”). The PO Financing Amount, along with any accrued interest, is due in full no later than six months from the effectivedate of the PO Financing Agreement, which was later amended to extend the due date to September 1, 2021. The outstanding balance ofthe PO Financing Agreement bears interest at a rate of 2% per month. The Company agreed to repay the PO Financing Amount togetherwith any accrued, but unpaid, interest thereon out of proceeds from the sale of its products, licensing activities, revenue to be generatedfrom operations and/or amounts received by the Company from investors, lenders, financiers, financing sources or other persons beforemaking payments of any other nature (including dividends and distributions), except for payments required to finance the Company’soperations.

On August 10, 2020, the Company entered into a loan agreement with the same related party for borrowings of $250,000 under the POFinancing Agreement bearing interest at 24% per annum. All principal and accrued interest were due on August 10, 2021, which waslater amended to extend the due date to September 1, 2021.

On September 7, 2020, the outstanding debt from the existing related party lender was amended to reduce the interest rate to 9.5% perannum on all outstanding loans, including the PO Financing Agreement, effective the date of the agreement. As consideration for agreeingto reduce the interest rate, the Company issued the related party warrants to purchase 2,500,000 shares of the Company’s common stockat an exercise of $0.001 per share. The warrants vested immediately and have a contractual life of 10 years. The amendment of theoutstanding debt was treated as an extinguishment of the debt and therefore the value of the warrants issued to the lender of $1,999,487was expensed as a loss on extinguishment of debt during the year ended April 30, 2021.

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On September 8, 2020, the related party lender agreed to extend the due date of all outstanding loans to September 1, 2021.

On September 15, 2020, the Company entered into a loan agreement with the same related party for borrowings of $250,000 bearinginterest at 9.5% per annum and due in full on September 15, 2021. In connection with the loan, the Company issued warrants to the relatedparty lender to purchase 125,000 shares of the Company’s common stock at an exercise price of $0.001 per share. The warrants vestedimmediately and have a contractual life of 10 years. The note was discounted by $70,130 allocated from the valuation of the warrants



issued. The discount recorded on the note is being amortized through the maturity date, which amounted to $43,615 and zero for the yearsended April 30, 2021 and 2020, respectively, and is recorded in amortization of debt discount on the statement of operations. As of April30, 2021, the remaining discount was $26,515.

On November 24, 2020, the Company entered into a loan agreement with the same related party for borrowings of $300,000 bearinginterest at 9.5% per annum and due in full on November 24, 2021. In connection with the loan, the Company issued warrants to the relatedparty lender to purchase 125,000 shares of the Company’s common stock at an exercise price of $0.001 per share. The warrants vestedimmediately and have a contractual life of 10 years. This note was discounted by $88,201 allocated from the valuation of the warrantsissued. The discount recorded on the note is being amortized through the maturity date, which amounted to $37,939 and zero for the yearsended April 30, 2021 and 2020, respectively, and is recorded in amortization of debt discount on the statement of operations. As of April30, 2021, the remaining discount was $50,262.

On December 3, 2020, Mont-Saic Investments LLC (“Mont-Saic”) entered into an Assignment and Conveyance Agreement with2490585 Ontario Inc., the Company’s existing related party lender. In connection with the agreement, Mont-Saic sold its full right, titleand interest in its outstanding notes payable amounting to $1,820,000, which consisted of a $1,700,000 note payable (see Note 6) anda $120,000 note payable (see Note 7), to 2490585 Ontario Inc., along with the 1,216,560 shares of common stock previously issued toMont-Saic in connection with the debt agreement and the rights to receive the remaining 6,921,299 shares issuable. Subsequent to thispoint in time, the outstanding debt of $1,820,000 and all accrued interest is payable to 2490585 Ontario Inc., and future interest willaccrue at a rate of 9.5% per annum consistent with the rate being charged on their other outstanding debt. The scheduled maturity date ofthe debt remains unchanged and is due June 1, 2021. As of April 30, 2021, there remain 6,921,299 shares issuable related to this note.

Total outstanding borrowings from this related party as of April 30, 2021 and 2020 amounted to $6,220,000 and $2,100,000, respectively.The outstanding amount is net of total discounts of $76,777 for a net book value of $6,143,223 as of April 30, 2021.

Interest expense related to this related party for the year ended April 30, 2021 and 2020 amounted to $608,668 and $171,918, respectively.Accrued interest due to the related party amounted to $747,636 and $138,967 as of April 30, 2021 and 2020, respectively.

On March 25, 2021, the Company entered into a loan agreement with a different related party for borrowings of $1,000,000 bearinginterest at 1% per annum and due in full on April 25, 2021. The Company repaid the loan in full at maturity and there were no outstandingborrowings as of April 30, 2021.


On June 1, 2019, the Company entered into a convertible note payable agreement with Mont-Saic Investments LLC (“Mont-Saic”) whichprovided for borrowings of $1,700,000 bearing interest at a rate of 12.6% per annum. All outstanding amounts were due on the maturitydate 360 days after the loan issue date. The Company may repay up to 50% of the outstanding balance on the loan prior to the maturitydate at their discretion. The outstanding principal and accrued interest are convertible into shares of the Company’s common stock at anytime at the option of the debtholder at a conversion price equal to 75% of the lowest closing price of the common stock as defined in theagreement.

The convertible note payable agreement, as amended on September 11, 2019, also provided Mont-Saic with a warrant giving them theright to acquire 33% of the outstanding shares of SBL on a fully-diluted basis for no consideration up through one year after the maturitydate. On September 16, 2019, Mont-Saic and Slinger Bag Inc. entered into a warrant assignment and conveyance agreement whichupdated Mont-Saic’s right to acquire 33% of the outstanding common stock shares of SBL to Slinger Bag Inc. The allocated value ofthe warrant of $1,492,188 was recorded as a discount to the outstanding note balance. On May 6, 2020, the Company issued 1,216,560shares of common stock as partial satisfaction of the shares issuable.

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On June 1, 2020, the Company and Mont-Saic entered into an amendment to the convertible note payable agreement to eliminate theconversion right contained in the original agreement and extend the maturity date to June 1, 2021.

The Company evaluated the conversion option under the guidance in ASC 815-10, Derivatives and Hedging, and determined it to havecharacteristics of a derivative liability. Under this guidance, this derivative liability is marked-to-market at each reporting period with thenon-cash gain or loss recorded in the period as a gain or loss on derivatives. The value of the conversion option derivative amounted to$566,667 as of the issuance date on September 11, 2019, which was recorded as a discount to the outstanding note balance less $358,855representing the amount of the conversion option exceeding the face value of the note payable which was recorded immediately as interest



expense, and a derivative liability. On June 1, 2020, in connection with the elimination of the conversion option, this derivative ceasedto exist and the value of the derivate of $566,667 was recognized as a loss on extinguishment of debt on the consolidated statements ofoperations for the year ended April 30, 2021.

The combined discount relating to the warrant and conversion option were amortized over the term of the agreement. Amortization ofdebt discounts during the year ended April 30, 2020 amounted to $1,493,939, and were recorded as amortization of debt discount in theaccompanying consolidated statements of operations. The remaining $206,061 was amortized during the year ended April 30, 2021.

On December 3, 2020, Mont-Saic entered into an Assignment and Conveyance Agreement with the Company’s exiting related partylender wherein Mont-Saic sold its full right, title and interest in its outstanding notes payable amounting to $1,820,000, which consisted ofthe $1,700,000 note payable and the $120,000 note payable (see Note 7), to the Company’s related party lender, along with the 1,216,560shares of common stock previously issued to Mont-Saic in connection with the debt agreement and the rights to receive the remaining6,921,299 shares issuable (see Note 5).

On November 20, 2019, the Company entered into a convertible note payable agreement for borrowings of $125,000 bearing interest at12% per annum. All outstanding borrowings and accrued interest were due on November 20, 2020. The outstanding principal and accruedinterest are convertible into shares of the Company’s common stock at any time at the option of the debtholder at a conversion price equalto 70% of the lowest closing price of the common stock as defined in the agreement. On March 2, 2020, the holder elected to convertthe outstanding principal of $125,000 and accrued interest of $4,274 into 369,354 shares of the Company’s common stock in accordancewith the terms in the agreement.

The Company evaluated the conversion option under the guidance in ASC 815-10, Derivatives and Hedging, and determined it to havecharacteristics of a derivative liability. Under this guidance, this derivative liability is marked-to-market at each reporting period with thenon-cash gain or loss recorded in the period as a gain or loss on derivatives. The value of the conversion option derivative amountedto $53,571 as of the issuance date on November 20, 2019, which was initially recorded as a discount to the outstanding note balanceand a derivative liability. The discount of $53,571 was fully amortized during the year ended April 30, 2020 upon the conversion ofthe outstanding note payable balance. Upon conversion of the note payable balance, the derivative liability amount of $53,571 wasreclassified as additional paid-in capital as part of shareholders’ equity.

On February 11, 2020, the Company entered into a convertible note payable agreement for borrowings of $125,000 bearing interest at12% per annum. All outstanding borrowings and accrued interest are due on February 11, 2021. The outstanding principal and accruedinterest are convertible into shares of the Company’s common stock at any time at the option of the debtholder at a conversion price equalto 70% of the lowest closing price of the common stock as defined in the agreement.

The Company evaluated the conversion option under the guidance in ASC 815-10, Derivatives and Hedging, and determined it to havecharacteristics of a derivative liability. Under this guidance, this derivative liability is marked-to-market at each reporting period with thenon-cash gain or loss recorded in the period as a gain or loss on derivatives. The value of the conversion option amounted to $53,571as of the issuance date on February 11, 2020, which was initially recorded as a discount to the outstanding note balance and a derivativeliability. The discount was being amortized over the term of the agreement.

On September 4, 2020, the Company and the convertible debt holder entered into an agreement to convert the outstanding convertiblenote payable balance of $125,000 and accrued interest of $8,466 into 300,000 shares of the Company’s common stock. Under theguidance in ASC 470-20-40-16, the Company recognized an expense at the conversion date equal to the fair value of the sharestransferred after the change in terms, less the fair value of securities issuable under the original conversion terms. The excess in value,which amounted to $51,412 was recorded as an induced conversion loss in the consolidated statements of operations during the yearended April 30, 2021.

At the time of the conversion, the remaining debt discount was fully amortized and the derivative liability amount of $53,571 wasreclassified as additional paid-in capital as part of shareholders’ equity. Amortization of debt discounts during the year ended April30, 2021 and 2020 was $42,872 and $10,699, respectively, and was recorded as amortization of debt discount in the accompanyingconsolidated statements of operations. The unamortized discount balance amounted to zero and $42,872 as of April 30, 2021 and 2020,respectively.

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Total outstanding principal of convertible notes payable at April 30, 2021 and 2020 amounted to zero and $1,825,000, respectively. Theoutstanding balances are netted with debt discounts at April 30, 2021 and 2020 of zero and $248,933, respectively.




On March 16, 2020, the Company entered into a promissory note payable whereby the Company borrowed $500,000 bearing interest at12% per annum. Interest on the note is payable monthly and outstanding principal on the note is due in full on March 16, 2022.

In connection with the promissory note payable on March 16, 2020, the Company issued warrants to purchase 500,000 shares of theCompany’s common stock at an exercise price equal to a 40% discount of the market price of the Company’s stock, as defined in theagreement. The warrants expire on March 16, 2022 and are fully vested upon issuance. The note was discounted by $112,990 based onan allocation of the value of the warrants issued. The discount recorded on the note was amortized into amortization of debt discountthrough the maturity date, which amounted to $35,542 and $6,965 for years ended April 30, 2021 and 2020, respectively.

On December 15, 2020, the debt holder agreed to convert the outstanding note payable of $500,000 into 500,000 shares of the Company’scommon stock as full settlement of the promissory note payable. Accrued interest on the note was paid in cash. As a result of thissettlement, the Company recognized the unamortized debt discount of $70,483 as a loss on extinguishment of debt on the consolidatedstatements of operations during the year ended April 30, 2021.

On June 30, 2020, the Company entered into a loan agreement with Mont-Saic to borrow $120,000. This loan bears interest at an annualrate of 12.6% and is required to be repaid in full, together with all accrued, but unpaid, interest by June 30, 2021. On December 3, 2020,Mont-Saic entered into an Assignment and Conveyance Agreement with the Company’s exiting related party lender wherein Mont-Saicsold its full right, title and interest in this note to the Company’s related party lender (see Note 5).

On December 24, 2020, the Company entered into a promissory note with a third-party to borrow $1,000,000. The promissory note boreinterest at 2.25% and was due February 8, 2021. On February 2, 2021, the Company and the third-party entered into an amendment toextend the promissory note to April 30, 2021.

On April 11, 2021, the Company and the lender entered into an agreement whereby the lender converted the promissory note into 272,332shares of Company stock, which were issued to the lender at a 20% discount from the closing price of the stock on the day prior to theconversion. In addition to the discount, the agreement contains a guarantee that the aggregate gross sales of the shares by the lender willbe no less than $1,500,000 over the next three years and if the aggregate gross sales are less than $1,500,000 the Company will issueadditional shares of common stock to the lender for the difference between the total gross proceeds and $1,500,000, which could result inan infinite number of shares being required to be issued.

The Company evaluated the conversion option of the note payable to shares under the guidance in ASC 815-40, Derivatives and Hedging,and determined the conversion option qualified for equity classification. The Company also evaluated the profit guarantee under ASC815, Derivatives and Hedging, and determined it to be a make-whole provision, which is an embedded derivative within the hostinstrument. As the economic characteristics are dissimilar to the host instrument, the profit guarantee was bifurcated from the hostinstrument and stated as a separate derivative liability, which is marked to market at the end of each reporting period with the non-cashgain or loss recorded in the period as a gain or loss on derivative.

On the date of conversion, the Company recognized a $1,501,914 loss on extinguishment of debt, which represented the differencebetween the promissory note and the fair value of the shares issued of $1,250,004, which were recorded in shares issued in connectionwith conversion of note payable within shareholders’ equity, as well as the derivative liability of $1,251,910, which was valued using aBlack-Scholes option pricing model.

The fair value of the derivative liability was $1,229,851 as of April 30, 2021, and the Company recognized a gain on change in fair valueof $22,059 for the year ended April 30, 2021.

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On April 15, 2021, the Company entered into a $2,000,000 note payable (the “Note”). The Note matures April 14, 2023 and bears interestat fifteen percent (15%) per year. The Company pays interest at maturity, at which time all principal and unpaid interest is due.

The Note is collateralized by all business assets, including patents, trademarks and other intellectual property. It is also collateralized bythe ownership of Slinger Bag Americas, Inc., Slinger Bag Canada, Inc., Slinger Bag Limited, and Slinger Bag International (UK) Limited.



In connection with the Note, the Company issued 2,200,000 warrants with an exercise price of $0.25. The exercise price has customaryanti-dilution protection for stock splits, mergers, etc. Additionally, the warrant contains a stipulation that the Company will guaranteethe value of the shares sold will be no less, on average, than $1.50 per share through April 15, 2023. If the value is less than $1.50, theCompany will issue additional shares of common stock to compensate for the shortfall, which could result in an infinite number of sharesbeing required to be issued.

The Company evaluated the warrants and the profit guarantee under the guidance in ASC 815-40, Derivatives and Hedging, anddetermined they represent a derivative liability given the profit guarantee represents a make-whole provision that is not separated from thehost instrument. The derivative liability is marked to market at the end of each reporting period with the non-cash gain or loss recordedin the period as a gain or loss on derivative.

The fair value of the derivative liability on the date of the execution of the Note was valued using a Black-Scholes option pricing modelat $14,501,178, which was first allocated as a discount to the Note payable of $2,000,0000, which will be amortized using the effectiveinterest method over the remaining term of the Note, with the remainder of the value of $12,501,178 recorded as interest expense.

Amortization of debt discounts during the year ended April 30, 2021 was $10,477, which was recorded as amortization of debt discountin the accompanying consolidated statements of operations. The unamortized discount balance amounted to $1,989,523 as of April 30,2021.

The fair value of the derivative liability was $12,583,598 as of April 30, 2021, and the Company recognized a gain on change in fairvalue of $1,917,580 for the year ended April 30, 2021.

NOTE 8: RELATED PARTY TRANSACTIONS

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Companycan support its operations or attain adequate financing through sales of its equity or traditional debt financing. There is no formal writtencommitment for continued support by officers, directors, or shareholders. Amounts represent advances, amounts paid in satisfactionof liabilities, or accrued compensation that has been deferred. The advances are considered temporary in nature and have not beenformalized by a promissory note.

As of April 30, 2021 and 2020, amounts due to related parties were $1,283,464 and $377,106, respectively, which represented unpaidsalaries and bonuses and reimbursable expenses due to officers of the Company.

The Company has outstanding notes payable of $6,220,000 and $2,100,000 and accrued interest of $747,636 and $138,967 due to arelated party as of April 30, 2021 and 2020, respectively (see Note 5).

The Company recognized net sales of $615,584 during the year ended April 30, 2021, to a related party. As of April 30, 2021, the relatedparty had accounts receivable due to the Company of $86,956. There were no sales to this related party during the year ended April 30,2020.

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NOTE 9: SHAREHOLDERS’ DEFICIT

Common Stock

The Company has 300,000,000 shares of common stock authorized with a par value of $0.001 per share. As of April 30, 2021 and 2020,the Company had 27,642,828 and 24,749,354 shares of common stock issued and outstanding, respectively.

Equity Transactions During Year Ended April 30, 2020

On March 2, 2020, the Company issued 369,354 shares of common stock for the conversion of an outstanding convertible note payableof $125,000 and accrued interest of $4,274. Upon conversion of the note payable balance, the derivative liability of $53,571 related tothe convertible note payable was reclassified as additional paid-in capital as part of shareholders’ equity.



The purchase price of $332,239 under the Stock Purchase Agreement (see Note 1), which resulted in shares of Lazex being acquired bythe shareholder of SBL, was paid by SBL on behalf of the shareholder. The amount has been recorded as a distribution to shareholder andtherefore is classified as a reduction of additional paid-in capital.

In connection with the Stock Purchase Agreement (see Note 1), net liabilities of $15,289 were forgiven by the previous majorityshareholder of the Company, which was recorded as an increase to additional paid-in capital.

On March 16, 2020, the Company issued warrants valued at $112,990 in connection with a note payable (see Note 7), which increasedadditional paid-in capital.

Equity Transactions During Year Ended April 30, 2021

On May 6, 2020, the Company issued 1,216,560 shares of its common stock to Mont-Saic as partial satisfaction of the shares issuableunder a convertible note payable agreement.

On May 15, 2020, the Company issued 243,800 shares of its common stock to a vendor as compensation for business advisory servicesperformed, which resulted in $65,826 of general and administrative expenses for the year ended April 30, 2021.

On September 4, 2020, the Company issued 300,000 shares of its common stock for the conversion of a convertible note payable (seeNote 6). The fair value of the common stock was $238,449.

On October 8, 2020, the Company issued 100,000 shares of its common stock to a vendor as compensation for business advisory servicesperformed, which resulted in $114,000 of operating expenses for the year ended April 30, 2021.

On October 28, 2020, the Company granted 400,000 warrants to a service provider for advertising services over the next year. Thewarrants have an exercise price of $0.75 per share, a contractual life of 10 years from the date of issuance, and vest quarterly over a yearfrom the grant date. The warrants were valued using a Black-Scholes option pricing model and the expense related to the issuance ofthe warrants is being recognized over the service agreement. The Company recognized $221,826 of operating expenses related to thisagreement during the year ended April 30, 2021.

On October 29, 2020, the Company and the three members of its advisory board entered into agreements whereby each member willreceive an aggregate number of warrants each quarter equal to $7,500 divided by the average closing price of the Company’s stock forthe five days prior to the Company’s most recently completed fiscal quarter. The warrants vest quarterly, have an exercise price of $0.001per share and a contractual life of 10 years from the date of issuance. 43,107 warrants were issued under these agreements during the yearended April 30, 2021. The warrants were valued using a Black-Scholes option pricing model, which resulted in operating expenses of$48,502 during the year ended April 30, 2021.

On November 24, 2020 and on January 11, 2021, the Company issued 46,087 and 100,000 shares of its common stock, respectively, totwo vendors as compensation for marketing and other advisory services. The Company also issued 55,945 shares of its common stockon November 24, 2020 to a third-party vendor as full settlement of payables of $30,000 related to consulting services, which resulted ina $25,278 loss on extinguishment of debt. The total fair value of the shares issued related to these transactions was $198,386, of which$39,750 was recognized in prepaids and other assets and will be recognized over the period that the related services are rendered. Asof April 30, 2021, there was $26,500 in prepaids related to these transactions and the remaining $146,608 was recognized as operatingexpenses for the year ended April 30, 2021.

On November 10, 2020, the Company issued 35,000 shares of common stock as partial payment for the purchase of the Slinger trademark.The common stock had a fair value of $35,351 on the date of issuance, which has been capitalized as an intangible asset on the balancesheet.

On December 15, 2020, the Company issued 500,000 shares of common stock as full payment of its $500,000 note payable to a thirdparty (see Note 7). The fair value of the shares issued was $500,000.

On April 11, 2021, the Company issued 272,332 shares of its common stock for the conversion of a note payable (see Note 7). The fairvalue of the shares issued was $1,250,004.

On April 11, 2021 and on April 13, 2021, the Company issued 18,750 and 5,000 shares of its common stock to two vendors ascompensation for marketing and advisory services, which resulted in an operating expense of $43,294 for the year ended April 30, 2021.



During the three months ended April 30, 2021, the Company granted an aggregate total of 60,000 warrants and equity options for 12,000shares (which have all expired unexercised) to four of its brand ambassadors as compensation. The warrants have an exercise price of$0.001 per share, a contractual life of 10 years from the date of issuance and are vested immediately upon grant and the shares had a90 day exercise period at a 50% discount on the stock price. The warrants and shares were valued using a Black-Scholes option pricingmodel and the expense related to the issuance of the warrants and equity options is being recognized over the service agreements. TheCompany recognized $59,838 and $98,457 of operating expenses related to the warrant and equity options, respectively, during the yearended April 30, 2021.

F-36

Common Stock Issuable

As discussed in Note 6, on September 16, 2019, the Company entered into a warrant assignment and conveyance agreement with Mont-Saic, pursuant to which the Company allows Mont-Saic to acquire 33% of the outstanding common stock shares of the Company on afully-diluted basis for no consideration. The allocated value of the warrant amounted to $1,492,188 was reflected as additional paid-incapital during the year ended April 30, 2020.

There were 8,137,859 shares of common stock that were issuable under this agreement and as of April 30, 2020 none of the shares hadbeen issued. As of April 30, 2021, 1,216,560 shares have been issued and the remaining 6,921,299 continue to be issuable to a relatedparty.

Warrants Issued for Compensation

On April 30, 2020, the Company granted an aggregate total of 12,500,000 warrants to key employees and officers of the Company ascompensation. The warrants have an exercise price of $0.001 per share, a contractual life of 10 years from the date of issuance andare vested immediately upon grant. The warrants granted as compensation during the year ended April 30, 2020 were valued using aBlack-Scholes option pricing model. The total share-based compensation expense related to the issuance of the warrants amounted to$3,741,746.

On February 9, 2021, the Company issued 6,000,000 warrants to key employees and officers of the Company as a performance bonus.The warrants have an exercise price of $0.001 per share for non-U.S. warrant holders (1,500,000 warrants) and an exercise price of $3.94,which is equal to the closing price of the Company’s common stock on the grant date, for U.S. warrant holders. The warrants were valuedusing a Monte Carlo simulation with the key inputs as of 4/30/20 being the executives’ three-year agreement term, the Company’s $100million market capitalization threshold being achieved, a risk free rate of 0.76%, and a stock price volatility of 63% because the warrantgrant was contingent on a market condition being achieved. The Company recognized $70,997 of share-based compensation related tothese awards during the year ended April 30, 2021.

NOTE 10: COMMITMENTS AND CONTINGENCIES

Leases

The Company leases office space under short-term leases with terms under a year. Total rent expense for the year ended April 30, 2021and 2020 amounted to $8,400 and $2,800, respectively.

Contingencies

From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. The Company isnot presently a party to any legal proceedings that it currently believes would individually or taken together have a material adverse effecton the Company’s business or financial statements.

F-37

NOTE 11: INCOME TAXES



The Company does business in the US through its subsidiaries Slinger Bag Inc. and Slinger Bag Americas. It also does business in Israelthrough SBL whose operations are reflected in the Company’s consolidated financial statements. The Company’s operations in Canadaand the UK were immaterial for the years ended April 30, 2021 and 2020.

Net deferred tax assets from operations in the US, using an effective tax rate of 21%, consisted of the following:

April 30, April 30,2021 2020

Deferred tax assets:Loss carryforwards $ 788,400 $ 301,000Accrued payroll 333,700 -Related party accruals 194,400 79,000Start-up costs 109,600 61,000Other 17,900 -Valuation allowance (1,444,000) (441,000)Net deferred tax assets $ - $ -

The income tax provision differs from the amount of income tax determined by applying the applicable statutory income tax rate to pretaxloss due to the following for the years ended April 30, 2021 and 2020:

April 30, April 30,2021 2020

Income tax benefit based on book loss at US statutory rate $ (3,832,300) $ (1,273,000)Share-based compensation and shares for services 188,100 786,000Debt discount amortization 79,100 15,000Related party accruals 127,800 79,000Start-up costs - 61,000Interest expense 2,630,000 41,000Meals and entertainment - 1,000Loss on extinguishment of debt 636,400 -Accrued payroll 215,400 -Gain on change in fair value of derivatives (407,300) -Other 1,500 -Valuation allowance 361,300 290,000Total income tax provision $ - $ -

The Company had net operating loss carryforwards of $3,032,000 and $1,424,000 as of April 30, 2021 and 2020, respectively, which canbe used to offset future taxable income in the US for the years ended 2022 through 2041. Tax years that remain subject to examinationare 2017 and forward.

Net deferred tax assets from operations in Israel, using an effective tax rate of 23%, consisted of the following:

April 30, April 30,2021 2020

Deferred tax assets:Loss carryforwards $ 178,000 $ 384,000Accrued expenses - 63,000Start-up costs 13,000 -Research and development costs 113,000 23,000Valuation allowance (304,000) (470,000)Net deferred tax assets $ - $ -

F-38



The income tax provision differs from the amount of income tax determined by applying the applicable Israeli statutory income tax rateof 23% due to the following for the years ended April 30, 2021 and 2020:

April 30, April 30,2021 2020

Income tax provision (benefit) based on book income (loss) at Israelistatutory rate $ 80,000 $ (728,000)

Debt discount amortization - 430,000Related party accruals - 44,000Travel expenses - 38,000Research and development costs 113,000 23,000Other non-deductible items - 9,000Start-up costs 13,000 -Valuation allowance - 184,000Loss carryforward (206,000) -Total income tax provision $ - $ -

The Company had net operating loss carryforwards of approximately $774,000 and $1,671,000 as of April 30, 2021 and 2020,respectively, which can be used to offset future taxable income in Israel. All of the Company’s tax years since inception are open forexamination.

The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. There were no interest orpenalties recognized in the accompanying consolidated statements of operations for the year ended April 30, 2021 or 2020.

NOTE 12: SUBSEQUENT EVENTS

On May 26, 2021, the Company and the related party lender entered into a note conversion agreement whereby the related party lenderagreed to convert its total outstanding borrowings as of that date of $6,220,000 into 1,636,843 shares of the Company’s common stock.Per the terms of the note conversion agreement the accrued interest related to the debt was not converted into shares and is still due tothe related party. The note conversion agreement contains a guarantee that the aggregate gross sales of the shares by the related party willbe no less than $6,220,000 over the next three years and if the aggregate gross sales are less than $6,220,000 the Company will issueadditional shares of common stock to the related party for the difference between the total gross proceeds and $6,220,000.

On June 21, 2021, the Company entered into a membership interest purchase agreement (“MIPA”) with Charles Ruddy (the “Seller”) toacquire a 100% ownership stake in Foundation Sports Systems, LLC (“Foundation Sports”) in exchange for 1,000,000 shares of commonstock of the Company to be issued to the Seller and two other Foundation Sports employees in three tranches (the “Purchase Price”): (i)600,000 shares of common stock on the closing date, 200,000 shares of common stock on the first anniversary of the closing date and(iii) 200,000 shares of common stock on the second anniversary of the closing date (collectively, the “Shares”), provided that 10% of theShares of each tranche will be held back by the Company and not delivered to the recipients for a period of 12 months from the date oftheir issuance. The Shares are subject to a 12-month lock-up from their date of delivery during which time they may not be offered orsold by the Seller or any other recipient thereof without the express written consent of the Company. On June 23, 2021, the Companyissued 540,000 shares of its common stock to the receipts under the MIPA, which consisted of 600,000 shares less a hold-back of 10%(i.e., 60,000 shares).

On July 21, 2021, the Company entered into a Convertible Loan Agreement with PlaySight Interactive Ltd (the Borrower) wherein theCompany granted the Borrower a $2,000,000 line of credit with a six-month maturity date. Any borrowings under the line of credit bearinterest at a rate of 15% per annum. On July 26, 2021, the Company issued $300,000 to the Borrower under the line of credit.

On July 23, 2021, the Company entered into a loan agreement with its related party lender for borrowings of $500,000. The loan is to berepaid within 30 days of receipt and shall bear interest at a rate of 12% per annum.

On August 2, 2021, the Company entered into a loan agreement with its related party lender for borrowings of $500,000. The loan is tobe repaid within 30 days of receipt and shall bear interest at a rate of 12% per annum.



During the three months ended July 31, 2021, the Company issued 68,965 shares of its common stock to one vendor and two employeesas compensation for marketing and other services rendered.

During the three months ended July 31, 2021, the Company granted an aggregate total of 90,937 shares of its common stock to six brandambassadors as compensation for services.

F-39

PLAYSIGHT INTERACTIVE LTD. AND ITS SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2020

U.S. DOLLARS IN THOUSAND

INDEX

Page

Report of Independent Auditors F-39

Consolidated Balance Sheets F-40

Consolidated Statements of Operations F-42

Consolidated Statements of Convertible Preferred Shares and Shareholders’ Deficit F-43

Consolidated Statements of Cash Flows F-44

Notes to Consolidated Financial Statements F-45 - F-69

- - - - - - - - - -

F-40

Kost Forer Gabbay & Kasierer144 Menachem Begin Road, Building ATel-Aviv 6492102, Israel

Tel: +972-3-6232525Fax: +972-3-5622555ey.com

REPORT OF INDEPENDENT AUDITORS

To the Shareholders of


We have audited the accompanying consolidated financial statements of PlaySight Interactive Ltd. and its subsidiary, whichcomprise the consolidated balance sheets as of December 31, 2020 and 2019 and the related consolidated statements of operation,Convertible Preferred Shares and Shareholders’ Deficit and cash flows for the years then ended, and the related notes to the consolidatedfinancial statements.

KOST FORER GABBAY & KASIERERA Member of Ernst & Young Global



Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generallyaccepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparationand fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits inaccordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and performthe audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involvesperforming procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selecteddepend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whetherdue to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation andfair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for thepurpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An auditalso includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates madeby management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial positionof PlaySight Interactive Ltd. and its subsidiary at December 31, 2020 and 2019, and the consolidated results of their operations and theircash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a goingconcern. As discussed in Note 1(b) to the consolidated financial statements, the Company has recurring operating losses, has a workingcapital deficiency, and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management’sevaluation of the events and conditions and management’s plans regarding these matters also are described in Note 1(b). The most recentyear consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability andclassification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. Our opinion isnot modified with respect to this matter.

/s/ Kost Forer Gabbay & KasiererA Member of Ernst & Young Global

Tel-Aviv, Israel KOST FORER GABBAY & KASIERERDecember 15, 2021 A Member of Ernst & Young Global

F-41

PLAYSIGHT INTERACTIVE LTD. AND ITS SUBSIDIARYCONSOLIDATED BALANCE SHEETSU.S. dollars in thousands

December 31,2020 2019

ASSETS

CURRENT ASSETS:Cash and cash equivalents $ 1,251 $ 6,007Restricted cash 155 59



Account receivables, net 176 165Prepaid expenses and other accounts receivable 188 200Inventories 496 603Deferred contract acquisition cost, current 384 375

Total current assets 2,650 7,409

NON-CURRENT ASSETS:Long-term lease deposits - 19Property and equipment, net 125 62Operating lease right-of-use assets 571 54Deferred contract acquisition cost, noncurrent 313 566Finished products used in operations, net 5,109 5,171

Total non-current assets 6,118 5,872

Total assets $ 8,768 $ 13,281

The accompanying notes are an integral part of the consolidated financial statements.

F-42

PLAYSIGHT INTERACTIVE LTD. AND ITS SUBSIDIARYCONSOLIDATED BALANCE SHEETSU.S. dollars in thousands, except share and per share data

December 31,2020 2019

LIABILITIES AND SHAREHOLDERS’ DEFICIT

CURRENT LIABILITIES:Accounts payable $ 699 $ 799Employees and payroll accruals 1,026 992Accrued expenses and other liabilities 626 260Deferred revenues, current portion 2,018 2,211Short-term operating lease liability 287 41Long-term loan from shareholders, current portion 222 42

Total current liabilities 4,878 4,345

NON-CURRENT LIABILITIES:Convertible loans 18,431 13,811Long-term deferred revenues 1,286 1,671Long-term loan from shareholders 1,129 1,351Long-term operating lease liability 306 11

Total non-current liabilities 21,152 16,844

Convertible Seed Investors Preferred shares of NIS 0.01 par value - Authorized,issued and outstanding: 68,711 shares at December 31, 2020 and 2019; aggregateliquidation preference of $507 and $476 as of December 31, 2020 and 2019,respectively

297 297

Convertible Preferred shares of NIS 0.01 par value - Authorized: 1,619,534 shares atDecember 31, 2020 and 2019; Issued and outstanding: 1,520,744 shares at 30,464 30,464



December 31, 2020 and 2019; aggregate liquidation preference of $38,845 and$36,474 as of December 31, 2020 and 2019, respectively

SHAREHOLDERS’ DEFICIT:Ordinary shares of NIS 0.01 par value:Authorized: 2,811,755 shares at December 31, 2020 and 2019; Issued andoutstanding: 338,038 and 329,449 shares at December 31, 2020 and 2019,respectively

1 1

Additional paid-in capital 580 545Accumulated deficit (48,604) (39,215)

Total shareholders’ deficit (48,023) (38,669)

Total liabilities and shareholders’ deficit $ 8,768 $ 13,281


F-43

PLAYSIGHT INTERACTIVE LTD. AND ITS SUBSIDIARYCONSOLIDATED STATEMENTS OF OPERATIONSU.S. dollars in thousands

Year endedDecember 31,

2020 2019

Revenues $ 5,343 $ 4,133Cost of revenues 3,574 3,484

Gross profit 1,769 649

Operating expenses:

Research and development 2,376 2,719Sales and marketing 2,416 3,277General and administrative 1,283 1,273

Total operating expenses 6,075 7,269

Operating loss 4,306 6,620

Financial expense, net 5,083 1,035

Net loss $ 9,389 $ 7,655


F-44

PLAYSIGHT INTERACTIVE LTD. AND ITS SUBSIDIARYCONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ DEFICITU.S. dollars in thousands, except share and per share data



Seed InvestorsPreferred shares Preferred shares Ordinary shares Additional

paid-in Accumulated Totalshareholders’

Shares Amount Shares Amount Shares Amount capital deficit deficit

Balance as ofJanuary 1, 2019 68,711 297 1,417,386 28,014 322,449 1 510 (31,560) (31,049)

Issuance ofPreferred C-1shares, net

- - 103,358 2,450 - - - - -

Exercise ofoptions granted toemployees

- - - - 7,000 *)- - - *)-

Share basedcompensationexpenses

- - - - - - 35 - 35

Net loss (7,655) (7,655)

Balance as ofDecember 31,2019

68,711 297 1,520,744 30,464 329,449 1 545 (39,215) (38,669)

Exercise ofoptions granted toemployees andconsultants

- - - - 8,587 *)- 6 - 6


- - - - - - 29 - 29

Net loss - - - - - - (9,389) (9,389)

Balance as ofDecember 31,2020

68,711 $ 297 1,520,744 $ 30,464 338,036 $ 1 $ 580 $ (48,604) $ (48,023)

*) Represents less than $1.


F-45

PLAYSIGHT INTERACTIVE LTD. AND ITS SUBSIDIARYCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousands


2020 2019Cash flows from operating activities:

Net loss $ (9,389) $ (7,655)

Adjustments to reconcile net loss to net cash used in operating activities:



Depreciation 26 25Write-off of property and equipment 21 -Share based compensation expenses 29 35Interest related to shareholder’s loan 509 364Changes in convertible loans’ fair market value 4,470 167

Changes in operating assets and liabilities:

Decrease (increase) in accounts receivables (11) 290Decrease (increase) finished products used in operations 62 (1,421)Decrease (increase) in prepaid expenses and other accounts receivable and long-termlease deposits 10 291

Decrease (increase) in inventories 107 (31)Decrease in operating lease ROU assets 249 67Decrease (increase) in deferred contract acquisition costs 244 (9)Increase (decrease) in accounts payables (100) 291Increase in employees and payroll accruals 34 73Decrease in deferred revenues (578) (25)Increase in accrued expenses and other liabilities 366 12Decrease in operating lease liabilities (204) (62)Net cash used in operating activities (4,155) (7,588)

Cash flows from investing activities:

Purchase of property and equipment (110) (18)Net cash used in investing activities (110) (18)

Cash flows from financing activities:

Proceeds from issuance of Preferred C-1 shares, net - 2,450Proceeds from exercise of options 6 -Proceeds from Convertible loans and shareholders’ bridge loans, net 150 7,729Proceeds from loan from shareholders, net - 1,337Repayment of loan from shareholders (551) (308)

Net cash provided by (used in) financing activities (395) 11,208

Increase (decrease) in cash and restricted cash (4,660) 3,602Cash, cash equivalents and restricted cash at the beginning of the year 6,066 2,464

Cash, cash equivalents and restricted cash at the end of the year $ 1,406 $ 6,066

Supplemental disclosure of cash financing transactions:

Interest payments relating to Convertible loans and loan from shareholder $ 616 $ 762

Supplemental disclosure of non-cash financing transactions:

ROU assets and lease liabilities created during the period $ 766 $ 120


F-46




NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands

NOTE 1:- GENERAL

a. PlaySight Interactive Ltd. (the “Company”) was incorporated in Israel in May 2010 under the laws of the state ofIsrael and commenced its operations on the same date.

The Company engaged in developing, manufacturing and selling of advanced video and analytics technologies forsports courts around the world.

In March 2014, the Company established a wholly-owned subsidiary in the United States under the name ofPlaySight Interactive USA Inc. (the “U.S. Subsidiary”), which is engaged primarily in customer support andmarketing the Company’s service.

b.

The Company’s ability to continue to operate is dependent on the ability to market and sell its products,development of new products and raise additional financing until profitability is achieved. In respect of additionalfinancing, see notes 6, 7 and 8. The Company incurred losses in the amount of $9,389 during the year endedDecember 31, 2020 and has an accumulated deficit of $48,604 as of December 31, 2020. These factors raisesubstantial doubt about the Company’s ability to continue as a going concern. The financial statements do notinclude any adjustments with respect to the carrying amounts of assets and liabilities and their classification thatmight be necessary should the Company be unable to continue to operate as a going concern. In the event that theCompany is unable to successfully raise capital and/or generate revenues, the Company will likely reduce generaland administrative expenses, and cease or delay its development plan until it is able to obtain sufficient financing.There can be no assurance that additional funds will be available on terms acceptable to the Company, or at all.

F-47

PLAYSIGHT INTERACTIVE LTD. AND ITS SUBSIDIARYNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements have been prepared in accordance with United States generally accepted accountingprinciples (“U.S. GAAP”).

a. Use of estimates:

The preparation of the consolidated financial statements and related disclosures in conformity with U.S. GAAPand requires the Company’s management to make judgments, assumptions and estimates that affect the amountsreported in its consolidated financial statements and accompanying notes. Significant items subject to suchestimates and assumptions include, but are not limited to, the estimated customer life on deferred contractacquisition costs, the allowance for doubtful accounts, the fair value of financial assets and liabilities, the useful lifeof acquired property and equipment and impairment of long-lived assets, share-based compensation including thedetermination of the fair value of the Company’s ordinary shares, convertible loans, and the valuation of deferredtax assets and uncertain tax positions. Management bases its estimates on historical experience and on various otherassumptions it believes to be reasonable under the circumstances, the results of which form the basis for makingjudgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, andsuch differences may be material.

Management believes the Company’s critical accounting policies and estimates are reasonable based uponinformation available at the time they are made. These estimates, judgments and assumptions can affect thereported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of thefinancial statements, and the reported amounts of revenue and expenses during the reporting period. Actual resultscould differ from those estimates.



b. Financial statements in U.S. dollars:

The accompanying consolidated financial statements have been prepared in dollars.

The majority of the Company’s revenues and financing activities are incurred in U.S. dollars. Although a portionof the Company’s expenses is denominated in New Israeli Shekels (“NIS”)(mainly cost of personnel), a portion ofits expenses is denominated in dollars. Accordingly, the Company’s management believes that the currency of theprimary economic environment in which the Company and its subsidiary operate is the dollar; thus, the dollar isthe functional currency of the Company. Transactions and balances denominated in dollars are presented at theiroriginal amounts. Monetary accounts denominated in currencies other than the dollar are re-measured into dollarsin accordance with Accounting Standard Codification (“ASC”) 830, “Foreign Currency Matters”. All transactiongains and losses of the re-measurement of monetary balance sheet items are reflected in the consolidated statementsof operations as financial income or expenses, as appropriate.

c. Principles of consolidation:

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary.Intercompany transactions and balances have been eliminated upon consolidation.

F-48


NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

d. Cash and cash equivalents:

Cash equivalents are short-term highly liquid investments that are readily convertible to cash with originalmaturities of three months or less.

The following table provides a reconciliation of the cash balances reported on the balance sheets and the cash andrestricted cash at the end of the year balances reported in the statements of cash flows:

December 312020 2019

Cash as reported on the balance sheets 1,251 6,007Restricted cash as reported on the balance sheets 155 59

Cash and restricted cash in the statements of cash flows 1,406 6,066

e. Restricted cash:

Restricted cash is restricted bank deposits with maturities of up to one year and are pledged in favor of the bank asa security for the bank guaranties issued to the landlords of the Company’s offices and credit card payments. Theshort-term restricted bank deposits are denominated in NIS and USD and bear interest at an average rate of 0.01%as of December 31, 2020 and 2019. The short-term restricted bank deposits are presented at their cost, includingaccrued interest.

f. Account receivables and allowance for doubtful accounts:

The Company’s account receivables are derived from sales to customers. The Company performs ongoing creditevaluations of its customers’ balances and establishes an allowance for doubtful accounts based on factors thatmay affect a customers’ ability to pay, such as known disputes, age of the receivable balance and past experience.



Allowance for doubtful accounts amounted to $221 and $96 as of December 31, 2020 and 2019, respectively. TheCompany writes off receivables when they are deemed uncollectible, having exhausted all collection efforts.

F-49



g. Inventories:

Inventories are stated at the lower of cost and net realizable value. The cost of inventories comprises costs ofpurchase and costs incurred in bringing the inventories to their present location and condition. Net realizable valueis the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion,disposal, and transportation. Inventory write-down is measured as the difference between the cost of the inventoryand net realizable value upon assumptions about future demand and is charged to the cost of sales.

Cost of inventories is determined as follows:

Raw Materials - cost is determined on the actual cost on a weighted average basis.

Finished products- cost is determined on the actual costs on a weighted average basis.

No inventory write-offs were recorded for the years ended December 31, 2020 and 2019, respectively.

h. Property and equipment:

Property and equipment are measured at cost, net of accumulated depreciation. Depreciation is calculated via thestraight-line method over the estimated useful life. The following are the annual depreciation rates for various typesof property and equipment:

% Mainly %

Computers and software 33 -Office furniture and equipment 7 - 15 15Leasehold improvements 6.5 -

i. Impairment of long-lived assets:

The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, “Property, Plantand Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset maynot be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carryingamount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assetsare considered to be impaired, the impairment to be recognized is measured by the amount by which the carryingamount of the assets exceeds the fair value of the assets. As of December 31, 2020, and 2019, no impairmentindicators have been identified.

F-50





j. Revenue recognition:

The Company offers its customers a cloud-based solution combining Products, including video cameras, laptops,other related equipment and a proprietary back-end cloud platform software, and Services including integrationservices, support services and access to the Company’s website and applications. These together create anintegrated system that provides the Company’s customers with services such as live streaming, automatedbroadcasting, VOD, ball and event tracking etc. (the “Solution”).

The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers”. The core principleof this revenue standard is that a company should recognize revenue to depict the transfer of promised goods orservices to customers in an amount that reflects the consideration to which the company expects to be entitled inexchange for those goods or services. The following five steps are applied to achieve that core principle:

Step 1: Identify the contract with the customer

The Company determines that it has a contract with a customer when each party’s rights regarding the products orservices to be transferred can be identified, the payment terms for the services can be identified, the Company hasdetermined the customer has the ability and intent to pay, and the contract has commercial substance. At contractinception, the Company evaluates whether two or more contracts should be combined and accounted for as a singlecontract and whether the combined or single contract includes more than one performance obligation.

Step 2: Identify the performance obligations in the contract

The Company’s customers are buying an integrated system that provides them with the Solution. In evaluatingwhether the equipment is a separate performance obligation, the Company’s management considered thecustomer’s ability to benefit from the equipment on its own or together with other readily available resources andif so, whether the service and equipment are separately identifiable (i.e., is the service highly dependent on, orhighly interrelated with the equipment). Because the Products and Services included in the customer’s contract areintegrated and highly interdependent, and because they must work together to deliver the Solution, the Companyhas concluded that Products installed on customer’s premise and Services contracted for by the customer aregenerally not distinct within the context of the contract and, therefore, constitute a single, combined performanceobligation.

Step 3: Determine the transaction price

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange fortransferring promised goods or services to a customer. The consideration promised in a contract with a customerincludes pre-determined fixed amounts, variable amounts, or both. The Company’s contracts do not include anyrights of returns or refunds.

F-51



j. Revenue recognition (cont.):

The Company collects each year’s service fees in advance and should therefore consider the existence of asignificant financing component. However, due to the fact that the payments are provided for the service of a one-year term, the Company elected to apply the practical expedient under ASC 606 which exempts the adjustment ofthe consideration for the existence of a significant financing component when the period between the transfer ofthe services and the payment for such services is one year or less.



Step 4: Allocate the transaction price to the performance obligations in the contract

Contracts that contain multiple performance obligations require an allocation of the transaction price to eachperformance obligation based on each performance obligation’s relative standalone selling price (“SSP”). TheCompany has identified a single performance obligation in the contract, and therefore, the allocation provisionsunder ASC 606 do not apply to the Company’s contracts.

Step 5: Recognize revenue when the Company satisfies a performance obligation

Revenues for the Company’s single, combined performance obligation are recognized on a straight-line basis overthe customer’s contract term, which is the period in which the parties to the contract have enforceable rights andobligations (Typically 3-4 years).

k. Deferred Revenue:

Deferred revenues include unearned amounts received from customer but not recognized as revenues.

l. Finished products used in operations, net:

The Company evaluates whether or not it should capitalize the costs of fulfilling a contract. Such costs wouldbe capitalized when they are not within the scope of other standards and: (1) are directly related to a contract;(2) generate or enhance resources that will be used to satisfy performance obligations; and (3) are expected tobe recovered. As of December 31, 2020, and December 31, 2019, there was approximately $5,109 and $5,171,respectively, of finished products used in operations, which are presented in the accompanying consolidatedbalance sheets within non-current assets. These costs primarily relate to the satisfaction of performance obligationsrelated to providing the Solution to customers and are comprised of the cost of the finished products and installationcosts, where applicable. These costs are amortized to cost of goods on a straight-line basis over the contract periodwhich is generally over a period of 4 years.

F-52



m. Deferred contract acquisition cost:

The Company’s incremental direct costs of obtaining a contract, which consist primarily of sales commissions, aregenerally deferred and amortized to sales and marketing expense over the estimated life of the relevant customerrelationship of approximately 4 years and are subject to being monitored every period to reflect any significantchange in assumptions. In addition, the deferred contract cost asset is assessed for impairment on a periodic basis.

Year EndedDecember 31,

2020 2019

Beginning balance $ 941 $ 932Additions to deferred acquisition costs 152 366Amortization of deferred contract acquisition costs (396) (357)

Ending balance $ 697 $ 941



Deferred contract acquisition costs included in othercurrent assets $ 384 $ 375

Deferred contract acquisition costs, noncurrent 313 566

Total deferred contract acquisition costs $ 697 $ 941

n. Concentration of credit risks:

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally ofcash, restricted cash and accounts receivable.

Cash and restricted cash are primarily invested in major banks in Israel and the USA. Management believes that thefinancial institutions that hold the Company’s investments are financially sound and, accordingly, minimal creditrisk exists with respect to these investments.

Credit risk with respect to the Company’s account receivables is limited due to the number of customers comprisingthe Company’s customer base. The Company considers its account receivables to be of good credit quality as alarge portion of its customers are long- standing reputable sports and education facilities and the Company has notexperienced any significant write-offs of accounts receivable in the past. The Company does not require collateralor other securities to support its accounts receivable.

The Company has no off-balance-sheet concentration of credit risk such as foreign exchange contracts, optioncontracts or other foreign hedging arrangements.

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o. Income taxes:

The Company and its subsidiary account for income taxes in accordance with ASC 740, “Income Taxes” (“ASC740”). This codification prescribes the use of the “asset and liability” method, whereby deferred tax assets andliability account balances are determined based on the differences between financial reporting and tax basesof assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when thedifferences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferredtax assets to their estimated realizable value.

ASC 740 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is toevaluate the tax position taken or expected to be taken in a tax return by determining if the weight of availableevidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax positionwill be sustained on audit, including resolution of any related appeals or litigation processes. The second step is tomeasure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement.As of December 31, 2020, and 2019, no liability for unrecognized tax benefits was recorded as a result of theimplementation of ASC 740.

p. Research and development expenses, net:

Research and development expenses are charged to the statement of operations as incurred. Royalty bearing grantsfrom the Israeli Innovation Authority, for funding research and development activities are recognized at the timethe Company is entitled to such grants on the basis of the related cost incurred. Research and development expensesare included in the financial statements net of related grants.



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q. Share-based compensation:

The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation-StockCompensation”, which requires companies to estimate the fair value of equity-based payment awards on the dateof grant using an option-pricing model. Share-based compensation expense related to share awards is recognizedbased on the fair value of the awards granted. The fair value of each option award is estimated on the grant dateusing the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of highlysubjective assumptions, including the fair value of the underlying ordinary shares, the expected term of the option,the expected volatility of the price of the Company’s ordinary shares, risk-free interest rates, and the expecteddividend yield of ordinary shares. The assumptions used to determine the fair value of the option awards representmanagement’s best estimates. These estimates involve inherent uncertainties and the application of management’sjudgment. The related share-based compensation expense is recognized on a straight-line basis over the requisiteservice period of the awards, including awards with graded vesting and no additional conditions for vesting otherthan service conditions. Forfeitures are accounted for as they occur.

r. Fair value of financial instruments:

The Company applies ASC 820 “Fair Value Measurement Disclosures” (“ASC 820”). Under this standard, fairvalue is defined as the price that would be received to sell as asset or paid liability (i.e. the “exit price”) in anorderly transaction between market participants at the measurement date.

In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchyfor inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use ofunobservable inputs by requiring that the most observable inputs be used when available. Observable inputsare inputs that market participants would use in pricing the asset or liability developed based on market dataobtained from sources independent from the Company. Unobservable inputs are in puts that reflect the Company’sassumptions about the assumptions market participants would use in pricing the asset or liability developed basedon the best information available in the circumstances.

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s. Fair value of financial instruments (cont.):

The hierarchy is broken down into three levels based on the inputs as follows:

Level 1 -

Valuations based on quoted prices in active markets for identical assets that the Company has theability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments.Since valuations are based on quoted prices that are readily and regularly available in an active market,valuation of these products does not entail a significant degree of judgment.



Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significantinputs are observable, either directly or indirectly.

Level 3 - Valuations based on the inputs that are unobservable and significant to the overall fair valuemeasurement.

The availability of observable inputs can vary from investment to investment and is affected by a wide variety offactors, including, for example, the type of investment, the liquidity of markets and other characteristics particularto the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservablein the market, the determination of fair value requires more judgment, and the investments are categorized as Level3.

The carrying amounts of cash and cash equivalents, restricted cash, account receivables, net, other accountsreceivable and prepaid expenses, account payables, other accounts payable and accrued expenses approximate theirfair value due to the short-term maturity of such instruments. Some of the inputs in these models are unobservablein the market and are significant. The Company measured its Convertible loans using Level 3 inputs (see Note 6).

t. Severance pay:

The Company’s employees have been signed on Section 14 of Israel’s Severance Compensation Law, 1963(“Section 14”). Pursuant to Section 14, the Company’s employees, covered by this section, are entitled only tomonthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf by the Company. Paymentsin accordance with Section 14 release the Company from any future severance liabilities in respect of thoseemployees. Neither severance pay liability nor severance pay fund under Section 14 are recorded in the Company’sbalance sheets.

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u. Legal and other contingencies:

The Company accounts for its contingent liabilities in accordance with ASC 450 “Contingencies”. A provision isrecorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonablyestimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations,estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to aparticular matter. As of December 31, 2020, and 2019, the Company is not a party to any litigation that could havea material adverse effect on the Company’s business, financial position, results of operations or cash flows. Legalcosts incurred in connection with loss contingencies are expensed as incurred.

v. Leases:

Lessee accounting:

On January1, 2019, the Company adopted ASU No. 2016-02, “Leases” (“ASC 842”). The Company determines ifan arrangement is a lease and the classification of that lease at inception based on: (1) whether the contract involvesthe use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economicbenefits from the use of the asset throughout the period, and (3) whether the Company has a right to direct theuse of the asset. The Company elected to not recognize a lease liability or right-of-use (“ROU”) asset for leaseswith a term of twelve months or less. The Company also elected the practical expedient to not separate lease andnon-lease components for its leases.



ROU assets represent the right to use an underlying asset for the lease term and lease liabilities representthe obligation to make minimum lease payments arising from the lease. ROU assets are initially measured atamounts, which represents the discounted present value of the lease payments over the lease, plus any initial directcosts incurred. The ROU assets are reviewed for impairment. The lease liability is initially measured at leasecommencement date based on the discounted present value of minimum lease payments over the lease term. Theimplicit rate within the operating leases is generally not determinable; therefore, the Company uses the IncrementalBorrowing Rate(“IBR”) based on the information available at commencement date in determining the presentvalue of lease payments. The Company’s IBR is estimated to approximate the interest rate on similar terms andpayments and in economic environments where the leased asset is located.

The lease includes options to extend or terminate the lease. An option to extend the lease is considered inconnection with determining the ROU asset and lease liability when it is reasonably certain that the Company willexercise that option. An option to terminate is considered unless it is reasonably certain that the Company will notexercise the option.

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w. Recently accounting pronouncements not yet adopted by the Company:

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326):Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairmentmodel with an expected credit loss model and requires a financial asset measured at amortized cost to be presentedat the net amount expected to be collected. The guidance will be effective for the Company beginning January 1,2023, and interim periods therein. Early adoption is permitted. The Company is currently evaluating the effect thatASU 2016-13 will have on its consolidated financial statements and related disclosures.

In August 2020, the FASB issued Accounting Standards Update No. 2020-06, Debt—Debt with Conversion andOther Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), whichsimplifies the accounting for certain financial instruments with characteristics of liabilities and equity, includingconvertible instruments and contracts on an entity’s own equity. This guidance also eliminates the treasury stockmethod to calculate diluted earnings per share for convertible instruments and requires the use of the if-convertedmethod. This guidance will be effective for fiscal years beginning after December 15, 2021, including interimperiods within those fiscal years. The Company is currently evaluating the effect that ASU 2020-06 will have onits consolidated financial statements and related disclosures.

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NOTE 3:- PREPAID EXPENSES AND OTHER ACCOUNTS RECEIVABLE

December 31,2020 2019

Prepaid expenses $ 48 $ 61Government authorities 88 99



Other receivables 52 40

$ 188 $ 200

NOTE 4:- PROPERTY AND EQUIPMENT, NET

December 31,2020 2019

Cost:

Computers and software $ 59 $ 111Office furniture and equipment 89 67Leasehold improvements 41 4

189 182Accumulated depreciation:

Computers and software 40 94Office furniture and equipment 21 26Leasehold improvements 3 *)-

64 120

Depreciated cost $ 125 $ 62


Depreciation expenses for the years ended December 31, 2020 and 2019 were $26 and $25, respectively. Disposals ofproperty and equipment, net for the year ended December 31, 2020 and 2019 were $21 and $0, respectively.

NOTE 5:- ACCOUNTS PAYABLE

December 31,2020 2019

Trade payables $ 350 $ 428Notes payable 305 356Other payables 44 15

$ 699 $ 799

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NOTE 6:- CONVERTIBLE LOANS

a.

From February through August 2018, the Company received convertible bridge loans from new and existinginvestors in the aggregate principal amount of $5,875 (net of issuance cost of $125 and of which $2,000 wereconverted on April 15, 2018 from bridge loans). The convertible bridge loans bear an annual interest of 8% paidmonthly and the principal amount will be repaid at the earliest of 24 months or at the occurrence of certain events



as stipulated in the convertible bridge loan agreements. The convertible bridge loans are convertible into shares ata conversion price which reflects up to a 25% discount from the price per share which will be determined in futurefinancing and in accordance with the mechanism determined in the agreement. During July 2019, two investorsowning a principal amount of $2,500 approved that their monthly interest will be accrued at the same annualinterest rate and not paid in case. During April 2020, two investors owning a principal amount of $3,000 approvedthat their monthly interest will be accrued at the same annual interest rate and not paid in case.

From September through January 2020, the Company received convertible bridge loans from new and existinginvestors in the aggregate principal amount of $7,889 (net of issuance cost of $11). The convertible bridge loansbear an annual interest of 8% accrued monthly which together with the principal amount will be repaid at theearliest of 24 months or at the occurrence of certain events as stipulated in the convertible bridge loan agreements.The convertible bridge loans are convertible into shares at a conversion price which is the lower of (i) a 25%discount from the price per share which will be determined in future financing and (ii) the price per share on afully-dilutive basis representing a Company valuation of $60,210.

The conversion features in the convertible loans are considered embedded derivatives which needs to be bifurcatedfrom the host instrument in accordance with ASC 815 Derivative and Hedging: Embedded Derivatives (“ASC815-15”), the Company has elected to account for the convertible bridge loans at fair value. ASC 815-15-25provides that if an entity has a hybrid financial instrument that would require bifurcation of embedded derivativesunder ASC 815, the entity may irrevocably elect to initially and subsequently measure a hybrid financial instrumentin its entirety at fair value with changes in fair value recognized in earnings. The Company elected to measure eachbridge loan in its entirety at fair value with changes in fair value recognized as non-operating income or loss ateach balance sheet date in accordance with ASC 815-15-25. The Company determined the fair value of the bridgeloans using an Option Pricing Model (“OPM”), therefore they are categorized as Level 3 in accordance with ASC820.

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NOTE 6:- CONVERTIBLE LOANS (Cont.):

The fair value of each loan was estimated at each balance sheet date using the following assumptions:


2020 2019

Volatility (%) 47.77% 51.90%Risk-free interest rate (%) 0.10% 0.86%Dividend yield (%) 0% 0%Expected term (years) 1.16 2.16

The following is a roll forward of the fair values:


2020 2019

Fair value at the beginning of the year $ 13,811 $ 5,915Fair value balance on issue date 150 7,729Change in fair value reported in statement of operations 4,470 167

Fair value at the end of the year $ 18,431 $ 13,811



NOTE 7:- LOAN FROM SHAREHOLDERS

During 2019, the Company received a loan from one of its shareholders in the total amount of $3,250. The loan is bearingno interest and is payable in equal 60 monthly installments. The Company agreed to pledge all of its assets, includingintellectual property in favor of the lender. In addition, the Company issued to the shareholder new shares of PreferredC-1 shares par value of NIS 0.01 each. The Company recorded the loan at inception based on the relative fair marketvalue at $1,337 (see Note 8 below). During April 2020, the Company amended the terms of the loan such that severalinstallments were deferred and amortized over the remaining life of the loan. Pursuant to ASC 470-50, the Companyreassessed the revised term of the loan and determined it is not substantially different from the original terms, therefortreated the amendment as a modification of the loan.

Maturities of the loan from shareholders as of December 31, 2020 were as follows:

Year ended December 31,

2021 $ 2222022 3282023 4752024 326

Total $ 1,351

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NOTE 8:- SHAREHOLDERS’ DEFICIT

a. 1. Ordinary shares:

The Ordinary shares confer upon the holders the right to receive notice to participate and vote in generalmeetings of the Company, and the rights to receive dividends, if declared and to participate in thedistribution of the surplus assets of the Company upon liquidation of the Company.

2. Seed Investors Preferred (“SIP”) shares and Preferred shares:

The holders of SIP shares, Preferred A shares, Preferred B shares and Preferred C shares are entitled to allof the rights of Ordinary shares, as well as additional rights as further detailed in the Company’s articlesof association.

Liquidation Preference:

Upon the occurrence of a Realization Event, all available assets shall be distributed first among theshareholders of Preferred C Shares followed by the shareholders of Preferred B Shares, shareholders ofPreferred A Shares and the SIP shareholders.

Dividends:

The SIP shares, Preferred A shares, Preferred B shares and Preferred C shares will participate in anydividends declared or paid on Ordinary share on the basis of the number of shares of Ordinary share intowhich it is then convertible as well as accrued annual interest of 6.5% of the original issue price.

Voting:



On all matters submitted to a vote of the holders of Ordinary shares, the holders of SIP shares, Preferred Ashares and Preferred B shares shall be entitled to vote as-converted basis with the Ordinary shareholders.

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NOTE 8:- SHAREHOLDERS’ DEFICIT

b. Composition of share capital of the Company as of December 31, 2020 and 2019, each of NIS 0.01 par value:

December 31, 2020

Authorizedshares

SharesIssued andoutstanding

AggregateLiquidationPreference

Number of sharesOrdinary share of 2,811,755 338,036 -

Seed Investors Preferred 68,711 68,711 $ 507Preferred A shares 300,000 201,216 2,100Preferred B-2 shares 74,090 74,090 961Preferred B-1 shares 245,350 254,344 4,396Preferred C-2 shares 378,100 378,100 10,957Preferred C-1 shares 612,994 612,994 20,431Total Ordinary shares and Preferred shares 4,500,000 1,927,491 $ 39,352

December 31, 2019

Authorizedshares

SharesIssued andoutstanding

AggregateLiquidationPreference

Number of sharesOrdinary share of 2,811,755 329,449 -

Seed Investors Preferred 68,711 68,711 $ 476Preferred A shares 300,000 201,216 1,972Preferred B-2 shares 74,090 74,090 902Preferred B-1 shares 245,350 254,344 4,129Preferred C-2 shares 378,100 378,100 10,285Preferred C-1 shares 612,994 612,994 19,186Total Ordinary shares and Preferred shares 4,500,000 1,918,904 $ 36,950

c.

During 2019, the Company signed an agreement with existing shareholders for funding in the amount of $3,787(net of issuance cost of $34) comprised of $537 of equity investment and $3,250 of a loan from shareholder. Asof December 31, 2019, the Company received the balance of $3,787 and issued 103,358 preferred C-1 shares parvalue NIS 0.01 each. The proceeds of $3,250 received in lieu of the shareholders’ loan were allocated based on therelative fair value basis as follows: $1,913 to preferred C-1 shares issued in connection with the shareholders loanand $1,337 were allocated to the shareholders’ loan (see Note 7).

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NOTE 8:- SHAREHOLDERS’ DEFICIT (Cont.)

d. Share based payment:

1.

Under the Company’s Employees Stock Ownership (the “Plan”), options may be granted to directors,employees and consultants of the Company. Each option granted under the Plan is exercisable untilthe earlier of 10 years from the date of the grant of the option or the expiration date of the Plan. Theoptions vest primarily over a period of four years. Any options, which are forfeited or not exercisedbefore expiration, become available for future grants. Pursuant to the Plan, as of December 31, 2020 theCompany reserved 209,875 Ordinary shares for issuance of which an aggregate of 98,352 Ordinary sharesof the Company were still available for future grant, respectively.

2.

During 2019, the Company granted 38,200 options to employees to purchase up to 38,200 Ordinary sharesof NIS 0.01 par value, at an exercise price ranging between $0.01 and $11.283 and 4,000 options toservice providers to purchase up to 4,000 Ordinary shares of NIS 0.01 par value, at an exercise price equalto $11.283. The options will vest over a period of 4 years.

3. A summary of the Company’s options granted to employees and service providers activity and relatedinformation is as follows:

Numberof

Weightedaverageexercise

price

Weightedaverage

remainingcontractual

life

AggregateIntrinsic

value

options $ Years $Outstanding at beginning ofyear 130,626 5.82 5.42 411

Granted - - - -Forfeited/expired 10,516 10.53 6Exercised 8,587 0.64 75

Outstanding at end of year 111,523 5.77 4.64 513

Exercisable options 61,274 1.09 3.23 498

The aggregate intrinsic value in the above table represents the total intrinsic value (the difference betweenthe Company’s closing stock price on the last day of the fiscal 2020 and the exercise price, multipliedby the number of in-the-money options) that would have been received by the option holder had all theoption holders exercised their options on December 31, 2020. This amount is impacted by the changes inthe fair value of the Ordinary share.

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NOTE 8:- SHAREHOLDERS’ DEFICIT (Cont.)

4. The fair value of each option award was estimated on the date of grant using the Black-Scholes-Mertonmodel using following assumptions:




2020 2019

Volatility (%) - 56.05%Risk-free interest rate (%) - 2.63%Dividend yield (%) - 0%Expected term (years) - 6.11

As of December 31, 2020, the total unrecognized estimated compensation cost related to non-vested stockoptions granted prior to the date was $17, which is expected to be recognized over a weighted averageperiod of approximately 0.95years.

NOTE 9:- TAXES ON INCOME

a. The Company and its Subsidiary are separately taxed under the domestic tax laws of the respective state ofincorporation of each entity.

b. Tax laws applicable to the Company in Israel:

In February 2008, the Knesset (Israel’s parliament) passed an amendment to the Income Tax (InflationaryAdjustments) Law, 1985, which limits the scope of the law starting 2008 and thereafter. Since 2008, the resultsfor tax purposes are measured in nominal values, excluding certain adjustments for changes in the Israeli CPIcarried out in the period up to December 31, 2007. Adjustments relating to capital gains such as for sale of property(betterment) and securities continue to apply until disposal. Since 2008, the amendment to the law includes, amongothers, the cancellation of the inflationary additions and deductions and the additional deduction for depreciation(in respect of depreciable assets purchased after the 2007 tax year).

c. Tax rates applicable to the income of the Company in Israel:

A company is taxable on its real capital gains at the corporate income tax rate in the year of sale.

The Israeli corporate tax rate was 23% in 2020 and 2019.

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NOTE 9:- TAXES ON INCOME (Cont.)

d. Tax rates applicable to the subsidiary:

The American entity is incorporated in the U.S. and subject to weighted tax rate of about 27% (Federal tax, Statetax and City tax of the city where the Company operates).

On December 22, 2017, the U.S. government signed into law a tax reform that introduces significant andextensive changes in the U.S. tax system (“the reform”). The reform includes several provisions that will affect theCompany’s tax liability in the United States. Following is a provision of the reform that is relevant to the Company:

Reduction of the U.S. federal income tax rate from 35% to 21% effective January 1, 2018.

e. Tax assessments:

The Company’s tax assessments are deemed final through 2013 tax year.



The US subsidiary have not been assessed for tax purposes since its incorporation.

f. Deferred income taxes:

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts ofassets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significantcomponents of the Company’s deferred tax assets are as follows:


2020 2019Deferred tax assetsNet operating loss carryforwards $ 9,230 $ 7,385Research and development expenses 573 614Leasing liabilities 137 11Accruals, deferred revenues and reserves 573 608Gross deferred tax assets 10,513 8,618

Valuation allowance (10,202) (8,362)Total deferred tax assets, net 311 256

Deferred tax liabilityDeferred contract acquisition cost 180 244Operating lease right-of-use assets 131 12Gross tax liabilities 311 256

Net deferred taxes $ - $ -

As of December 31, 2020, the Company has provided valuation allowances of $10,202 in respect of deferredtax assets resulting from tax loss carryforward and other temporary differences. Management currently believesthat since the Company has a history of losses it is more likely than not that the deferred tax regarding the losscarryforward and other temporary differences will not be realized in the foreseeable future.

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NOTE 9:- TAXES ON INCOME (Cont.)

g. Net operating losses carryforward:

The Company have accumulated losses and deductions for tax purposes as of December 31, 2020, in the amountof approximately $39,158 which may be carried forward and offset against taxable income in the future for anindefinite period. As of December 31, 2020, the subsidiary’s carryforward tax losses amounted to approximately$827. Tax losses can be carried forward for a period of up to 20 years and may be subject to restrictions due toownership changes. Utilization of U.S. net operating losses may be subject to substantial annual limitation dueto the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. Theannual limitation may result in the expiration of net operating losses before utilization.

h. No liability for unrecognized tax benefits was recorded as a result of implementation of ASC 740.

i.The main reconciling item between the statutory tax rate of the Company and the effective tax rate is therecognition of valuation allowance in respect of deferred taxes relating to accumulated net operating losses carriedforward due to the uncertainty of the realization of such deferred taxes.



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NOTE 10:- LEASES

On January 1, 2019, the Company adopted Topic 842 and elected the available practical expedient to recognizethe cumulative effect of initially adopting Topic 842 as an adjustment to the opening balance sheet of the periodof adoption (i.e., January 1, 2019). In addition, the Company elected not to apply the transition requirements forleases for which the lease term is less than 12 months.

The Company`s leases include offices in Israel and the USA, as well as car leases, which are all classified asoperating leases. Certain leases include renewal options that are under the Company`s sole discretion. The renewaloptions were included in the ROU and liability calculation if it was reasonably certain that the Company willexercise the option.

The components of lease expense and supplemental cash flow information related to leases for the year endedDecember 31, 2020 were as follows:


2020 2019Components of lease expensesOperating lease cost $ 1,061 $ 189Short-term lease - 199

Total lease expenses $ 1,061 $ 388

Supplemental cash flow informationCash paid for amounts included in the measurement oflease liabilities 270 70

Supplemental non-cash information related to leaseliabilities from obtaining ROU assets 766 120

For the year ended December 31, 2020, the weighted average remaining lease term is 3 years, and the weightedaverage discount rate is 7.80 percent. The discount rate was determined based on the estimated collateralizedborrowing rate of the Company, adjusted to the specific lease term and location of each lease.

Maturities of the lease liabilities as of December 31, 2020 were as follows:

Year ended December 31,

2021 $ 3242022 3092023 11

Total operating lease payments 644Less: imputed interest (51)

Total $ 593



F-68


NOTE 11:- COMMITMENTS AND CONTINGENT LIABILITIES

a.

As part of the Share Purchase Agreement from May 2017 it was agreed that in the event of “Qualified Event” asdescribed in the SPA, the Company shall grant a one-time cash bonus of up to $5,000 to certain employees basedon the recommendation of the CEO to the board of directors. The one-time cash bonus is subject to vesting periodas stipulated in the agreement. The cash bonus amount will be determined based on Company’s value.

b.

Furthermore, in the event of an IPO or Deemed liquidation event, as defined in the Company’s Article ofAssociation (“Qualified event”), the Company shall grant to the founders up to 55,852 warrants convertible intoPreferred C-1 shares. The amount of warrants will be determined based on the Company’s value upon the Qualifiedevent.

c.

In April 2020, the U.S. Subsidiary received a loan in the amount of $343 from the U.S. Small and Medium BusinessAgency (the “SBA”) under the paycheck protection program (“PPP”) which is a part of the Coronavirus Aid,Relief, and Economic Security Act (“CARES act”). The loan is forgivable, subject to meeting the conditions setout in the program. At December 31, 2020 the loan was included within accrued expenses and other liabilities. Theloan was forgiven by the SBA in 2021.

d.

During August 2020, the Company was approved for a grant in the amount of up to approximately $485 sponsoredby the Israeli Government through the Israeli Innovation Authority (“IIA”) for the support of certain of theCompany’s research and development projects. The Company accepted such grant according to which it willbe obligated to pay royalties to the Government of Israel, at the rates of 3% on sales proceeds from productsdeveloped through the grants received from the IIA. The maximum amount of royalties payable to the Governmentis limited to 100% of the grants received, including interest at the Libor rate. The obligation to pay these royalties iscontingent on actual sales of the products and in the absence of such sales, no payment is required. As of December31, 2020, the Company received grants totaling to $246 which were recorded as a reduction of the Company’sresearch and development expenses.

e.

The Company has been carefully monitoring the COVID-19 pandemic and its impact on its business. In that regard,while the Company has continued to sell its products and grow its business it did experience certain disruptions inits supply chains. The Company expects the significance of the COVID-19 pandemic, including the extent of itseffect on the Company’s financial and operational results, to be dictated by, among other things, its duration, thesuccess of efforts to contain it and the impact of actions taken in response. While the Company has not experiencedany material disruptions to its business and operations as a result of the COVID-19 pandemic, it is possible suchdisruptions may occur in the future which may impact its financial and operational results, and which could bematerial.

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NOTE 12:- SELECTED STATEMENTS OF OPERATIONS DATA

Financial expenses, net:




2020 2019

Bank charges $ 10 $ 10Change in fair value of convertible bridge loans reportedin statement of operations 4,470 167

Interest related to shareholder’s loan 509 364Interest paid in cash on convertible bridge loans 107 398Foreign Currency adjustments, net (19) 72Other finance expenses 6 24

Total financial expenses, net $ 5,083 $ 1,035

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NOTE 13:- SUBSEQUENT EVENTS

a. The Company has evaluated subsequent events from the balance sheet date through December 15, 2021 the date atwhich the consolidated financial statements were available to be issued.

b.

On March 3, 2021, the Company received a convertible loan from an existing investor in the principal amount of$2,000. The convertible loan bears an annual interest of 6% accrued monthly which together with the principalamount may be repaid at the earliest of 36 months or at the occurrence of certain events as stipulated in theconvertible loan agreement. The convertible loan is convertible into shares at a conversion price which reflectsup to a 25% discount from the price per share which will be determined in future financing or other liquidationevents in accordance with the mechanism determined in the agreement. In connection with this loan the Companyconverted 89,340 Preferred A shares par value of NIS 0.01 each, 234,848 Preferred B-1 shares par value of NIS0.01 each and 30,798 Preferred B-2 shares par value of NIS 0.01 each held by the investor into 354,986 PreferredC-1 shares par value of NIS 0.01 each.

c.

On March 29, 2021, the Company signed a non-binding term-sheet with Slinger Bag Inc. (the “Purchaser”) toacquire the entire share capital of the Company on a fully diluted basis for a total consideration of 28,333,333newly issued shares of the Purchaser. On October 6, 2021 the Company and the Purchaser signed a mergeragreement pursuant to which the Purchaser will acquire all the outstanding securities of the Company in exchangefor the following consideration:

(i) 28,333,333 newly issued common shares of the Purchaser(ii) Payment of the Company’s certain transaction related costs; and

(iii) Up to a maximum an additional 5,142,858 newly issued common shares of the Purchaser as earn-out subjectto fulfilment of certain milestones.

The merger is conditional upon the satisfaction or waiver of certain conditions on or before February 28, 2022.

There are no assurances, that post-merger the Company will be able to obtain an adequate level of financialresources that are required to fulfill its financial obligations or for the long-term development andcommercialization of its product offering.

d.

On July 21, 2021 the Purchaser provided a convertible loan in the amount of $2,000 to be drawn down at agreedupon schedule until November 2021. The convertible loan agreement was amended on October 6, 2021 suchthat the Purchaser increased the loan amount to $3,500 to be drawn by the Company at set dates until February2022. The convertible loan bears an annual interest of 15% accrued monthly which together with the principalamount will be repaid at the closing of the merger transaction. The convertible loan is convertible into shares at



a conversion price which reflects up to a 25% discount off the price per share to be paid by the Purchaser to theshareholders of the Company.

- - - - - - - - - - - - - - - - - - - - - - -

F-71


CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2021

U.S. DOLLARS IN THOUSAND

INDEX

Page

Condensed Consolidated Balance Sheets F-71

Condensed Consolidated Statements of Operations F-73

Condensed Consolidated Statements of Convertible Preferred Shares and Shareholders’ Deficit F-74

Condensed Consolidated Statements of Cash Flows F-75

Notes to Condensed Consolidated Financial Statements F-76 - F-83

- - - - - - - - - -

F-72

CONDENSED CONSOLIDATED BALANCE SHEETSU.S. dollars in thousands

September 30, December 31,2021 2020

(Unaudited)ASSETS

CURRENT ASSETS:Cash and cash equivalents $ 380 $ 1,251Restricted cash 155 155Account receivables, net 250 176Prepaid expenses and other accounts receivable 280 188Inventories 506 496Deferred contract acquisition cost, current 337 384

Total current assets 1,908 2,650

NON-CURRENT ASSETS:Property and equipment, net 148 125Operating lease right-of-use assets 374 571Deferred contract acquisition cost, noncurrent 260 313



Finished products used in operations, net 5,021 5,109

Total non-current assets 5,803 6,118

Total assets $ 7,711 $ 8,768

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

F-73

CONDENSED CONSOLIDATED BALANCE SHEETSU.S. dollars in thousands, except share and per share data

September 30, December 31,2021 2020

(Unaudited)LIABILITIES AND SHAREHOLDERS’ DEFICIT

CURRENT LIABILITIES:Accounts payable $ 405 $ 699Employees and payroll accruals 997 1,026Accrued expenses and other liabilities 676 626Deferred revenues, current portion 1,988 2,018Short-term operating lease liability 264 287Long-term loan from shareholders, current portion 299 222

Total current liabilities 4,629 4,878

NON-CURRENT LIABILITIES:Convertible loans 24,020 18,431Long-term deferred revenues 1,326 1,286Long-term loan from shareholders 896 1,129Long-term operating lease liability 114 306

Total non-current liabilities 26,356 21,152

Convertible Seed Investors Preferred shares of NIS 0.01 par value - Authorized, issuedand outstanding: 68,711 shares at September 30, 2021 and December 31, 2020;aggregate liquidation preference of $531 and $507 as of September 30, 2021 andDecember 31, 2020, respectively

297 297

Convertible Preferred shares of NIS 0.01 par values - Authorized: 1,619,534 shares atSeptember 30, 2021 and December 31, 2020; Issued and outstanding: 1,520,744 sharesat September 30, 2021 and December 31, 2020; aggregate liquidation preference of$40,720 and $38,845 as of September 30, 2021 and December 31, 2020, respectively

30,464 30,464

SHAREHOLDERS’ DEFICIT:Ordinary shares of NIS 0.01 par value:

Authorized: 2,811,755 shares at September 30, 2021 and December 31, 2020;Issued and outstanding: 347,117 and 338,038 shares at September 30, 2021 andDecember 31, 2020, respectively

1 1

Additional paid-in capital 591 580Accumulated deficit (54,627) (48,604)

Total shareholders’ deficit (54,035) (48,023)



Total liabilities and shareholders’ deficit $ 7,711 $ 8,768


F-74

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSU.S. dollars in thousands

For the Nine Months EndedSeptember 30,


Revenues $ 4,623 $ 4,011Cost of revenues 3,121 2,736

Gross profit 1,502 1,275

Operating expenses:

Research and development 2,065 1,842Sales and marketing 1,617 1,717General and administrative 924 1,032

Total operating expenses 4,606 4,591

Operating loss 3,104 3,316

Financial expense, net 2,919 3,732

Net loss $ 6,023 $ 7,048


F-75

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED SHARES ANDSHAREHOLDERS’ DEFICITU.S. dollars in thousands, except share and per share data




Balance as ofJanuary 1, 2021 68,711 $ 297 1,520,744 $ 30,464 338,038 $ 1 $ 580 $ (48,604) $ (48,023)

Exercise of optionsgranted toemployees andconsultants

- - - - 9,079 *) - - - *) -




- - - - - - 11 - 11

Net loss - - - - - - - (6,023) (6,023)

Balance as ofSeptember 30, 2021 68,711 $ 297 1,520,744 $ 30,464 347,117 $ 1 $ 591 $ (54,627) $ (54,035)




Balance as ofJanuary 1, 2020 68,711 $ 297 1,520,744 $ 30,464 329,449 $ 1 $ 545 $ (39,215) $ (38,669)

Exercise of optionsgranted toemployees

- - - - 487 *) - - - *) -


- - - - - - 23 - 23

Net loss - - - - - - - (7,048) (7,048)

Balance as ofSeptember 30, 2020 68,711 $ 297 1,520,744 $ 30,464 329,936 $ 1 $ 568 $ (46,263) $ (45,694)



F-76

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousands



Cash flows from operating activities:Net loss $ (6,023) $ (7,048)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation 35 20Write-off of property and equipment - 22Share based compensation expenses 11 23Interest related to shareholder’s loan 353 385Changes in convertible loans’ fair market value 2,589 3,315Changes in operating assets and liabilities:Decrease (increase) in accounts receivables (74) 47Decrease in finished products used in operations 88 192Decrease (increase) in prepaid expenses and other accounts receivable and long-termlease deposits (92) (49)

Decrease (increase) in inventories (10) 187Decrease in operating lease ROU assets 197 220Decrease in deferred contract acquisition costs 100 186



Increase (decrease) in accounts payables (294) (393)Increase (decrease) in employees and payroll accruals (29) (142)Increase (decrease) in deferred revenues 10 (734)Increase in accrued expenses and other liabilities 50 389Decrease in operating lease liabilities (215) (212)

Net cash used in operating activities (3,304) (3,592)

Cash flows from investing activities:Purchase of property and equipment (58) (141)Net cash used in investing activities (58) (141)

Cash flows from financing activities:Proceeds from Convertible loans and shareholders’ bridge loans, net 3,000 150Repayment of loan from shareholders (509) (381)Net cash provided by (used in) financing activities 2,491 (231)

Increase (decrease) in cash and restricted cash (871) (3,964)Cash, cash equivalents and restricted cash at the beginning of the period 1,406 6,066Cash, cash equivalents and restricted cash at the end of the period $ 535 $ 2,102Supplemental disclosure of cash financing transactions:Interest payments relating to Convertible loans and loan from shareholder $ 383 $ 482Supplemental disclosure of non-cash financing transactions:ROU assets and lease liabilities created during the period $ - $ 766


F-77

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands

NOTE 1:- GENERAL

a.PlaySight Interactive Ltd. (the “Company”) was incorporated in Israel in May 2010 under the laws of the state of Israeland commenced its operations on the same date. The Company engaged in developing, manufacturing and selling ofadvanced video and analytics technologies for sports courts around the world.

In March 2014, the Company established a wholly-owned subsidiary in the United States under the name of PlaySightInteractive USA Inc. (the “U.S. Subsidiary”), which is engaged primarily in customer support and marketing theCompany’s service.

b.

The Company’s ability to continue to operate is dependent on the ability to market and sell its products, developmentof new products and raise additional financing until profitability is achieved. The Company incurred losses in theamount of $6,023 during the nine months period ended September 30, 2021 and has an accumulated deficit of $54,627as of September 30, 2021. These factors raise substantial doubt about the Company’s ability to continue as a goingconcern. The unaudited condensed consolidated financial statements do not include any adjustments with respect tothe carrying amounts of assets and liabilities and their classification that might be necessary should the Company beunable to continue to operate as a going concern. In the event that the Company is unable to successfully raise capitaland/or generate revenues, the Company will likely reduce general and administrative expenses, and cease or delay itsdevelopment plan until it is able to obtain sufficient financing. There can be no assurance that additional funds will beavailable on terms acceptable to the Company, or at all.

c.On March 29, 2021, the Company signed a non-binding term-sheet with Slinger Bag Inc. (the “Purchaser”) to acquirethe entire share capital of the Company on a fully diluted basis for a total consideration of 28,333,333 newly issuedshares of the Purchaser. On October 6, 2021 the Company and the Purchaser signed a merger agreement pursuant



to which the Purchaser will acquire all the outstanding securities of the Company in exchange for the followingconsideration:

(i) 28,333,333 newly issued common shares of the Purchaser(ii) Payment of the Company’s certain transaction related costs; and

(iii) Up to a maximum of an additional 5,142,858 newly issued common shares of the Purchaser as earn-out subject tofulfilment of certain milestones.

The merger is conditional upon the satisfaction or waiver of certain conditions on or before February 28, 2022.

There are no assurances, that post-merger the Company will be able to obtain an adequate level of financial resourcesthat are required to fulfill its financial obligations or for the long-term development and commercialization of itsproduct offering.

F-78


NOTE 1:- GENERAL (Cont.)

d. Financial statement preparation:

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company.All intercompany accounts and transactions have been eliminated. In the opinion of the Company’s management,the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature,necessary for fair financial statement presentation for the periods presented. The preparation of these condensedconsolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requiresmanagement to make estimates and assumptions that affect the amounts reported in these condensed consolidatedfinancial statements and accompanying notes. Actual results could differ materially from those estimates. Thesecondensed consolidated financial statements and accompanying notes should be read in conjunction with theCompany’s audited consolidated financial statements and the notes thereto included for the fiscal year ended December31, 2020. The significant accounting policies applied in the audited annual consolidated financial statements of theCompany as disclosed are applied consistently in these unaudited interim condensed consolidated financial statements.

F-79


NOTE 2:- CONVERTIBLE LOANS

From February through August 2018, the Company received convertible bridge loans from new and existing investorsin the aggregate principal amount of $5,875 (net of issuance cost of $125 and of which $2,000 were converted on April15, 2018 from bridge loans). The convertible bridge loans bear an annual interest of 8% paid monthly and the principalamount will be repaid at the earliest of 24 months or at the occurrence of certain events as stipulated in the convertiblebridge loan agreements. The convertible bridge loans are convertible into shares at a conversion price which reflectsup to a 25% discount from the price per share which will be determined in future financing and in accordance withthe mechanism determined in the agreement. During July 2019, two investors owning a principal amount of $2,500approved that their monthly interest will be accrued at the same annual interest rate and not paid in case. During April2020, two investors owning a principal amount of $3,000 approved that their monthly interest will be accrued at thesame annual interest rate and not paid in case.

From September through January 2020, the Company received convertible bridge loans from new and existinginvestors in the aggregate principal amount of $7,889 (net of issuance cost of $11). The convertible bridge loans bear



an annual interest of 8% accrued monthly which together with the principal amount will be repaid at the earliest of 24months or at the occurrence of certain events as stipulated in the convertible bridge loan agreements. The convertiblebridge loans are convertible into shares at a conversion price which is the lower of (i) a 25% discount from the priceper share which will be determined in future financing and (ii) the price per share on a fully-dilutive basis representinga Company valuation of $60,210.

On March 3, 2021, the Company received a convertible loan from an existing investor in the principal amount of$2,000. The convertible loan bears an annual interest of 6% accrued monthly which together with the principal amountmay be repaid at the earliest of 36 months or at the occurrence of certain events as stipulated in the convertible loanagreement. The convertible loan is convertible into shares at a conversion price which reflects up to a 25% discountfrom the price per share which will be determined in future financing or other liquidation events in accordance withthe mechanism determined in the agreement. In connection with this loan the Company converted 89,340 Preferred Ashares par value of NIS 0.01 each, 234,848 Preferred B-1 shares par value of NIS 0.01 each and 30,798 Preferred B-2shares par value of NIS 0.01 each held by the investor into 354,986 Preferred C-1 shares par value of NIS 0.01 each.

On July 21, 2021, the Purchaser provided a convertible loan in the amount of $2,000 to be drawn down at agreedupon schedule until November 2021. The convertible loan agreement was amended on October 6, 2021 such that thePurchaser increased the loan amount to $3,500 to be drawn by the Company at set dates until February 2022. Theconvertible loan bears an annual interest of 15% accrued monthly which together with the principal amount will berepaid at the closing of the merger transaction. The convertible loan is convertible into shares at a conversion pricewhich reflects up to a 25% discount off the price per share to be paid by the Purchaser to the shareholders of theCompany.

F-80


NOTE 2:- CONVERTIBLE LOANS (Cont.)

The conversion features in the convertible loans are considered embedded derivatives which needs to be bifurcatedfrom the host instrument in accordance with ASC 815 Derivative and Hedging: Embedded Derivatives (“ASC815-15”), the Company has elected to account for the convertible bridge loans at fair value. ASC 815-15-25 providesthat if an entity has a hybrid financial instrument that would require bifurcation of embedded derivatives under ASC815, the entity may irrevocably elect to initially and subsequently measure a hybrid financial instrument in its entiretyat fair value with changes in fair value recognized in earnings. The Company elected to measure each bridge loan in itsentirety at fair value with changes in fair value recognized as non-operating income or loss at each balance sheet date inaccordance with ASC 815-15-25. The Company determined the fair value of the bridge loans using an Option PricingModel (“OPM”), therefore they are categorized as Level 3 in accordance with ASC 820.

The following is a roll forward of the fair values:

Period endedSeptember 30, December 31,

2021 2020(Unaudited)

Fair value at the beginning of the period $ 18,431 $ 13,811Fair value balance on issue date 3,000 150Change in fair value reported in statement of operations 2,589 4,470

Fair value at the end of the period $ 24,020 $ 18,431

F-81




NOTE 3:- LOAN FROM SHAREHOLDERS

During 2019, the Company received a loan from one of its shareholders in the total amount of $3,250. The loan is bearingno interest and is payable in equal 60 monthly installments. The Company agreed to pledge all of its assets, includingintellectual property in favor of the lender. In addition, the Company issued to the shareholder new shares of Preferred C-1shares par value of NIS 0.01 each. The Company recorded the loan at inception based on the relative fair market value at$1,337. During April 2020, the Company amended the terms of the loan such that several installments were deferred andamortized over the remaining life of the loan. Pursuant to ASC 470-50, the Company reassessed the revised term of the loanand determined it is not substantially different from the original terms, therefor treated the amendment as a modification ofthe loan.

Maturities of the loan from shareholders as of September 30, 2021 were as follows:

Year ending September,

2022 $ 2992023 4332024 463

Total $ 1,195

NOTE 4:- SHARE BASED PAYMENTS

1.

Under the Company’s Employees Stock Ownership (the “Plan”), options may be granted to directors,employees and consultants of the Company. Each option granted under the Plan is exercisable until the earlierof 10 years from the date of the grant of the option or the expiration date of the Plan. The options vestprimarily over a period of four years. Any options, which are forfeited or not exercised before expiration,become available for future grants. Pursuant to the Plan, as of September 30, 2021 the Company reserved209,875 Ordinary shares for issuance of which an aggregate of 97,929 Ordinary shares of the Company werestill available for future grant, respectively. The Company did not grant any options during the nine monthsperiod ended September 30, 2021 and the year ended December 31, 2020.

F-82


NOTE 4:- SHARE BASED PAYMENTS (Cont.)

2. A summary of the Company’s options granted to employees and service providers activity and relatedinformation is as follows:

Numberof

Weightedaverageexercise

price

Weightedaverage

remainingcontractual

life

AggregateIntrinsic

value

options $ Years $Outstanding at beginning ofperiod 111,523 5.77 4.64 513

Granted - - - -Forfeited/expired 8,390 11.28 1Exercised 9,079 0.64 103



Outstanding at end of period 94,054 5.84 4.14 554

Exercisable options 85,016 5.14 4.03 532

The aggregate intrinsic value in the above table represents the total intrinsic value (the difference betweenthe Company’s estimated closing stock price on September 30, 2021 and the exercise price, multiplied by thenumber of in-the-money options) that would have been received by the option holder had all the option holdersexercised their options on September 30, 2021. This amount is impacted by the changes in the fair value of theOrdinary share.

As of September 30, 2021, the total unrecognized estimated compensation cost related to non-vested stockoptions granted prior to the date was $5, which is expected to be recognized over a weighted average periodof approximately 0.52 years.

F-83


NOTE 5:- COMMITMENTS AND CONTINGENT LIABILITIES

a.

As part of the Share Purchase Agreement from May 2017 it was agreed that in the event of “Qualified Event” asdescribed in the SPA, the Company shall grant a one-time cash bonus of up to $5,000 to certain employees based on therecommendation of the CEO to the board of directors. The one-time cash bonus is subject to vesting period as stipulatedin the agreement. The cash bonus amount will be determined based on Company’s value.

b.Furthermore, in the event of an IPO or Deemed liquidation event, as defined in the Company’s Article of Association(“Qualified event”), the Company shall grant to the founders up to 55,852 warrants convertible into Preferred C-1shares. The amount of warrants will be determined based on the Company’s value upon the Qualified event.

c.

In April 2020, the U.S. Subsidiary received a loan in the amount of $343 from the U.S. Small and Medium BusinessAgency (the “SBA”) under the paycheck protection program (“PPP”) which is a part of the Coronavirus Aid, Relief,and Economic Security Act (“CARES act”). The loan is forgivable, subject to meeting the conditions set out in theprogram. At December 31, 2020 the loan was included within accrued expenses and other liabilities. The loan wasforgiven by the SBA in 2021.

d.

During August 2020, the Company was approved for a grant in the amount of up to approximately $485 sponsored bythe Israeli Government through the Israeli Innovation Authority (“IIA”) for the support of certain of the Company’sresearch and development projects. The Company accepted such grant according to which it will be obligated to payroyalties to the Government of Israel, at the rates of 3% on sales proceeds from products developed through the grantsreceived from the IIA. The maximum amount of royalties payable to the Government is limited to 100% of the grantsreceived, including interest at the Libor rate. The obligation to pay these royalties is contingent on actual sales of theproducts and in the absence of such sales, no payment is required. As of December 31, 2020, the Company receivedgrants totaling to $246 which were recorded as a reduction of the Company’s research and development expenses.

e.

The Company has been carefully monitoring the COVID-19 pandemic and its impact on its business. In that regard,while the Company has continued to sell its products and grow its business it did experience certain disruptions in itssupply chains. The Company expects the significance of the COVID-19 pandemic, including the extent of its effecton the Company’s financial and operational results, to be dictated by, among other things, its duration, the success ofefforts to contain it and the impact of actions taken in response. While the Company has not experienced any materialdisruptions to its business and operations as a result of the COVID-19 pandemic, it is possible such disruptions mayoccur in the future which may impact its financial and operational results, and which could be material.

F-84




NOTE 6:- SELECTED STATEMENTS OF OPERATIONS DATA

Financial expenses, net:


2021 2020

Bank charges $ 8 $ 8Change in fair value of convertible bridge loansreported in statement of operations 2,589 3,315

Interest related to shareholder’s loan 353 385Interest paid in cash on convertible bridge loans 30 97Foreign Currency adjustments, net (63) (78)Other finance expenses 2 5

Total financial expenses, net $ 2,919 $ 3,732

- - - - - - - - - - - - - - - - - - - - - - -

F-85

16,400,001 Shares

Common Stock

PROSPECTUS

January ___, 2022

Until ______, 2022, all dealers that effect transactions in these securities whether or not participating in this offeringmay be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting asunderwriters.



PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following is an estimate of the expenses (all of which are to be paid by the Company) that we may incur in connection with thesecurities being registered hereby.

SEC registration fee $ 2,584.48Legal fees and expenses 50,000.00

Total $ 52,584.48

Item 14. Indemnification of Directors and Officers.

The Nevada Revised Statutes limits or eliminates the personal liability of directors to corporations and their stockholders for monetarydamages for breaches of directors’ fiduciary duties as directors. Our bylaws include provisions that require the company to indemnify ourdirectors or officers against monetary damages for actions taken as a director or officer of our Company. We are also expressly authorizedto carry directors’ and officers’ insurance to protect our directors, officers, employees and agents for certain liabilities. Our articles ofincorporation do not contain any limiting language regarding director immunity from liability.

The limitation of liability and indemnification provisions under the Nevada Revise Statutes and our bylaws may discourage stockholdersfrom bringing a lawsuit against directors for breach of their fiduciary duties. These provisions may also have the effect of reducing thelikelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us andour stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek non-monetary reliefsuch as injunction or rescission in the event of a breach of a director’s fiduciary duties. Moreover, the provisions do not alter the liabilityof directors under the federal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action ordirect suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Item 15. Recent Sales of Unregistered Securities.

The following information relates to all securities issued or sold by us since our fiscal year end not registered under the Securities Act of1933, (the “Securities Act”).

On April 11, 2021, the Company issued 272,332 shares of its common stock for the conversion and full satisfaction of the Company’sobligations of a $1,000,000 promissory note.

On April 11, 2021 and on April 13, 2021, the Company issued 18,750 and 5,000 shares of its common stock to two vendors ascompensation for marketing and advisory services.

On May 26, 2021, the Company issued 1,636,843 shares of its common stock for the conversion and full satisfaction of the Company’s$6,220,0000 in notes payable to its related party lender.

On June 23, 2021, the Company issued 540,000 shares of its common stock in satisfaction of the first tranche related to the Company’spurchase of Foundation Sports Systems, LLC.

During the three months ended July 31, 2021, the Company issued 68,965 shares of its common stock to one vendor and two employeesas compensation for marketing and other services rendered.

During the three months ended July 31, 2021, the Company granted an aggregate total of 90,937 shares of its common stock to six brandambassadors as compensation for services.

II-1



On August 6, 2021, the Company consummated an offering between the Company and certain accredited investors (“Purchasers”)whereby the Company sold to the Purchasers (i) 8% Senior Convertible Notes in an aggregate principal amount of $11,000,000 and (ii)warrants to purchase up to 7,333,334 shares of common stock of the Company (“Offering”). The Company received an aggregate of$11,000,000 in gross proceeds from the Offering, before deducting offering expenses and commissions. The shares sold in the Offeringare the subject of this resale registration statement.

On August 6, 2021, the Note payable holder exercised its right to convert its 2,200,000 outstanding warrants into shares of common stockof the Company.

On August 6, 2021, the Company’s related party lender exercised its right to convert its 2,750,000 outstanding warrants and 6,921,299common shares issuable into 9,671,299 shares of common stock of the Company.

On October 11, 2021, the Company issued 18,750 shares of its common stock to a vendor as compensation for marketing and otherservices rendered.

Item 16. Exhibits and Financial Statements.

We have filed the exhibits listed on the accompanying Exhibit Index of this registration statement and below in this Item 16:

EXHIBIT INDEX

Exhibit Incorporated by ReferenceFiled or

FurnishedNo. Exhibit Description Form Date Number Herewith

3.1 Articles of Incorporation S-1 11/07/2016 3.13.2 Bylaws S-1 11/07/2016 3.24.1 Form of 8% Senior Convertible Note 8-K 08/10/2021 4.14.2 Form of Securities Purchase Agreement 8-K 08/10/2021 10.14.3 Form of Warrant 8-K 08/10/2021 10.24.4 Registration Rights Agreement 8-K 08/10/2021 10.45.1 Opinion of Lucosky Brookman, LLP X10.1 2020 Global Share Incentive Plan* 8-K 11/30/2020 10.2

10.2 Employment Agreement by and between the Companyand Jason Seifert* X

10.3 Form of Convertible Redeemable Note issued onNovember 20, 2019 10-Q 03/12/2020 10.1

10.4 Form of Convertible Redeemable Note issued onFebruary 11, 2020 10-Q 03/12/2020 10.2

10.5 Midcity 12% Promissory Note dated March 16, 2020 8-K 04/01/2020 10.1

10.6 Midcity 12% Securities Purchase Agreement datedMarch 16, 2020 8-K 04/01/2020 10.2

10.7 Midcity 12% Warrant Agreement dated March 16, 2020 8-K 04/01/2020 10.3

10.8 Distribution Agreement with Globeride Inc. dated March26, 2020 8-K 04/01/2020 10.4

10.9 Distribution Agreement with Planet Sport Sarl datedAugust 24, 2020 8-K 09/09/2020 10.1

10.10 Distribution Agreement with Sporting Goods SpecialistLtd dated August 25, 2020 8-K 09/09/2020 10.2

10.11 Distribution Agreement with Sports Warehouse AustraliaPty Ltd dated September 2, 2020 8-K 09/09/2020 10.3

10.12 Service Agreement with Yonah Kalfa dated September 7,2020* 8-K 09/09/2020 10.4

10.13 Distribution Agreement with Dunlop 8-K 09/29/2020 10.1

10.14 Dawson City Trademark Assignment Agreement datedNovember 10, 2020 8-K 11/30/2020 10.1


https://www.sec.gov/Archives/edgar/data/1674440/000167444016000002/articles3.htm

https://www.sec.gov/Archives/edgar/data/1674440/000167444016000002/bylawslazex.htm

https://www.sec.gov/Archives/edgar/data/1674440/000149315221019117/ex4-1.htm




http://edgar.secdatabase.com/2200/149315222002421/ex5-1.htm


























10.15 Service Agreement with Mike Ballardie dated November1, 2020* 8-K 01/20/2021 10.1

10.16 Membership Interest Purchase Agreement dated June 21,2021 8-K 06/23/2021 10.1

10.17 Charles Ruddy Service Agreement dated June 21, 2021* 8-K 06/23/2021 10.210.18 Jaana Gilbert Service Agreement dated June 21, 2021* 8-K 06/23/2021 10.3

10.19 George Kustas Consulting Agreement dated June 21,2021* 8-K 06/23/2021 10.4

10.20 Omnibus Amendment Agreement dated December 31,2021 8-K 01/05/2022 10.1

10.21 8% Senior Convertible Note dated December 31, 2021 8-K 01/05/2022 10.2

10.22 Loan Agreement dated January 14, 2022, by andbetween Yonah Kalfa and the Company 8-K 01/18/2022 10.1

10.23 Loan Agreement dated January 14, 2022, by andbetween Naftali Kalfa and the Company 8-K 01/18/2022 10.2

10.24 Share Purchase Agreement dated September 27, 2021with Flixsense Pty Ltd. d/b/a Gameface 8-K 09/27/2021 10.1

10.25 Merger Agreement dated October 6, 2021 with PlaySightInteractive Ltd. 8-K 10/06/2021 2.1

22.1 Subsidiary Guarantee 8-K 08/10/2021 10.323.1 Consent of Mac Accounting Group, LLP X

23.2 Consent of Lucosky Brookman LLP (included in Exhibit5.1) X

23.3 Consent of Kost Forer Gabbay & Kasierer X

24.1 Power of Attorney (included on the signature page to theregistration statement).

101.INS XBRL Instance Document101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation LinkbaseDocument

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation LinkbaseDocument

101.DEF XBRL Taxonomy Extension Definition LinkbaseDefinition

* Management contract or compensatory plan or arrangement.

II-2

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the mostrecent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in theinformation set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volumeof securities offered (if the total dollar value of securities offered would not exceed that which was registered) and anydeviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectusfiled with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent nomore than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” tablein the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registrationstatement or any material change to such information in the registration statement; provided, however, that paragraphs



























(a)(1)(i), (a)(1)(ii), and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrantpursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in theregistration statement.

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shallbe deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities atthat time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remainunsold at the termination of the offering.

(4)

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filedpursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relyingon Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included inthe registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in aregistration statement or prospectus that is part of the registration statement or made in a document incorporated or deemedincorporated by reference into the registration statement or prospectus that is part of the registration statement will, as toa purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in theregistration statement or prospectus that was part of the registration statement or made in any such document immediatelyprior to such date of first use.

II-3

(5)

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initialdistribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersignedregistrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to thepurchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, theundersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to suchpurchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filedpursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used orreferred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about theundersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)

That, insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers andcontrolling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised thatin the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore,unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant ofexpenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action,suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court ofappropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the SecuritiesAct and will be governed by the final adjudication of such issue.

(c) The undersigned registrant hereby undertakes:

(1)That, for the purpose of determining any liability under the Securities Act, each post-effective amendment that containsa form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and theoffering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(2) That, for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectusfiled as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the



registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registrationstatement as of the time it was declared effective.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signedon its behalf by the undersigned, thereunto duly authorized, in the City of Windsor Mill, State of Maryland on January 27, 2022.

SLINGER BAG INC.

By: /s/ Mike BallardieMike BallardieChief Executive Officer(Principal Executive Officer)

By: /s/ Jason SeifertJason SeifertChief Financial Officer(Principal Financial Officer)

II-5

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appointsMike Ballardie, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead,in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and tosign any registration statement for the same offering covered by the Registration Statement that is to be effective upon filing pursuantto Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibitsthereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-factand agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be donein and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirmingall that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be doneor by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons inthe capacities and on the dates indicated.

Signature Title Date

/s/ Mike BallardieMike Ballardie Principal Executive Officer and Director January 27, 2022

/s/ Tom DyeTom Dye Chief Operating Officer and Director January 27, 2022

/s/ Jason SeifertJason Seifert Chief Financial Officer January 27, 2022

(Principal Financial Officer)



II-6



Exhibit 5.1

January 18, 2022

Slinger Bag Inc.2709 N. Rolling Road, Suite 138Windsor Mill, MD 21244

Re: Registration Statement on Form S-1: 16,400,001 Shares of Common Stock of Slinger Bag Inc., par value $0.001 per share

Ladies and Gentlemen:

We are acting as counsel for Slinger Bag Inc., a Nevada corporation (the “Company”), in connection with the registration for resale fromtime to time by certain selling shareholders (the “Selling Shareholders”) named in the Prospectus (as defined below) of up to 16,400,001shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”).

The Shares include (i) 8,800,000 shares of Common Stock issuable upon conversion of $13,200,000 aggregate principal amount of theCompany’s 8% senior convertible notes due August 6, 2022 (the “Convertible Notes”) issued to certain of the Selling Shareholders namedin the Prospectus (the “Convertible Note Holders”, and the Shares of Common Stock issuable upon conversion of the Convertible Notes,the “Convertible Note Shares”) and (ii) 7,600,001 shares of Common Stock issuable upon the exercise of warrants issued to certain ofthe Selling Shareholders named in the Prospectus (the “Warrant Holders”) by the Company (the “Warrants,” and the Shares of CommonStock issuable upon exercise of the Warrants, the “Warrant Shares”). The Shares are included in a registration statement on Form S-1(the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), and the related prospectus included in theRegistration Statement (the “Prospectus”), filed with the Securities and Exchange Commission (the “Commission”) on January 18, 2022.

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion isexpressed herein as to any matter pertaining to the contents of the Registration Statement or the related Prospectus, other than as expresslystated herein with respect to the issue of the Shares. It is understood that the opinions set forth below are to be used only in connectionwith the offer while the Registration Statement is in effect.



In rendering these opinions, we have examined the Company’s Articles of Incorporation and Bylaws, both as amended and currentlyin effect, the Registration Statement, and the exhibits thereto, and such other records, instruments and documents as we have deemedadvisable in order to render these opinions. In such examination, we have assumed the genuineness of all signatures, the legal capacity ofall natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documentssubmitted to us as certified, conformed or photo static copies and the authenticity of the originals of such latter documents. In providingthese opinions, we have further relied as to certain matters on information obtained from officers of the Company. We are opining hereinas to the general corporation law of the State of Nevada set forth in Chapter 78 of Nevada Revised Statues, and we express no opinionwith respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

1.

The issue of the Convertible Note Shares has been duly authorized by all necessary corporate action of the Company, and whenthe Convertible Note Shares have been duly registered on the books of the transfer agent and registrar therefor in the name oron behalf of the Convertible Note Holders, and have been issued by the Company upon conversion of the Convertible Notespursuant to the terms thereof, the Convertible Note Shares will be validly issued, fully paid and non-assessable.

2.

The issue of the Warrant Shares has been duly authorized by all necessary corporate action of the Company, and when theWarrant Shares have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of theWarrant Holders, and have been issued by the Company upon exercise of the Warrants pursuant to the terms thereof, the WarrantShares will be validly issued, fully paid and non-assessable.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitledto rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the RegistrationStatement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not therebyadmit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of theCommission thereunder.

Very truly yours,

/s/ Lucosky Brookman LLPLucosky Brookman LLP



Exhibit 10.2















































Exhibit 23.1

To the Board of DirectorsSlinger Bag Inc.

We hereby consent to the use in the foregoing Registration Statement on Form S-1 of our report dated August 6, 2021, regarding thefinancial statements of Slinger Bag Inc. as of April 30, 2021 and 2020, and to the reference to our firm under the heading “Experts” inthe Registration Statement.

/s/ Mac Accounting Group, LLP

Midvale, UtahJanuary 18, 2022



Exhibit 23.3

CONSENT OF INDEPENDENT AUDITOR

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated December 15, 2021 with respectto the consolidated financial statements of PlaySight Interactive Ltd. included in the Registration Statement (Form S-1) and the relatedProspectus of Slinger Bag Inc. registration its shares of its common stock.

/s/ Kost Forer Gabbay & KasiererA Member of Ernst & Young Global

January 18, 2022Tel-Aviv, Israel



6 Months EndedCover Oct. 31, 2021Cover [Abstract]Document Type S-1/AAmendment Flag trueAmendment Description Amendment No. 3Entity Registrant Name SLINGER BAG INC.Entity Central Index Key 0001674440Entity Tax Identification Number 61-1789640Entity Incorporation, State or Country Code NVEntity Address, Address Line One 2709 N. Rolling RoadEntity Address, Address Line Two Suite 138Entity Address, City or Town Windsor MillEntity Address, Postal Zip Code 21244City Area Code (443)Local Phone Number 407-7564Entity Filer Category Non-accelerated FilerEntity Small Business trueEntity Emerging Growth Company trueElected Not To Use the Extended Transition Period false


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Consolidated Balance Sheets- USD ($)

Oct. 31,2021

Apr. 30,2021

Apr. 30,2020

Current assetsCash and cash equivalents $ 1,747,661 $ 928,796 $ 79,847Accounts receivable, net 846,529 762,487Inventories, net 8,578,431 3,693,216 919,644Prepaid expenses and other current assets 200,160 381,510Prepaid inventory 475,913 140,047Loan and interest receivable 1,435,219Prepaid expenses and other current assets 110,970 60,113Total current assets 13,194,723 5,584,659 1,381,001Goodwill 1,240,000Intangible asset, net 2,290,895 112,853Total assets 16,725,618 5,697,512 1,381,001Current liabilitiesAccounts payable and accrued expenses 5,306,355 2,050,476 1,108,488Accrued payroll and bonuses 1,210,805 1,283,464 257,730Deferred revenue 71,242 99,531 179,366Accrued interest - related party 821,925 747,636 138,967Notes payable - related party, net 6,143,223 2,100,000Convertible notes payable, net 2,627,778 82,128Derivative liabilities 14,870,050 13,813,449 620,238Total current liabilities 24,908,155 24,137,779 4,486,917Long-term liabilitiesLong-term portion of convertible notes payable, net 1,493,939Notes payable, net 10,477 393,975Total liabilities 24,908,155 24,148,256 6,374,831Shareholders’ deficitCommon stock, $0.001 par value, 300,000,000 shares authorized,27,642,828 and 24,749,354 shares issued and outstanding as of April 30,2021 and 2020, respectively; 6,921,299 and 8,137,859 shares issuable asof April 30, 2021 and 2020, respectively

41,870 27,643 24,749

Additional paid-in capital 62,871,881 10,365,056 5,214,970Accumulated other comprehensive loss (12,346) (20,170) (5,036)Accumulated deficit (71,083,942) (28,823,273) (10,228,513)Total shareholders’ deficit (8,182,537) (18,450,744) (4,993,830)Total liabilities and shareholders’ deficit $

16,725,618 $ 5,697,512 $ 1,381,001


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Consolidated Balance Sheets(Parenthetical) - $ / shares

Oct. 31,2021

Apr. 30,2021

Apr. 30,2020

Feb. 25,2020

Feb. 24,2020

Statement of Financial Position[Abstract]Common Stock, Par or Stated Value PerShare $ 0.001 $ 0.001 $ 0.001

Common Stock, Shares Authorized 300,000,000 300,000,000 300,000,000 300,000,000 75,000,000Common stock, shares outstanding 41,869,622 27,642,828 24,749,354Common stock, shares issued 41,869,622 27,642,828 24,749,354Shares issuable 0 6,921,299 8,137,859


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3 Months Ended 6 Months Ended 12 Months EndedConsolidated Statements ofOperations and

Comprehensive Loss - USD($)

Oct. 31,2021

Oct. 31,2020

Oct. 31,2021

Oct. 31,2020

Apr. 30,2021

Apr. 30,2020

Income Statement [Abstract]Net sales $ 5,400,542 $

2,620,068 $ 7,938,115 $3,185,053

$10,804,214 $ 686,179

Cost of sales 3,315,605 1,579,750 5,067,956 2,516,650 7,680,290 1,370,897Gross income (loss) 2,084,937 1,040,318 2,870,159 668,403 3,123,924 (684,718)Operating expenses:Selling and marketing expenses 887,809 397,922 1,594,906 699,940 1,761,154 563,003General and administrative expenses 36,197,888 829,510 38,592,687 1,588,778 4,749,922 5,291,075Research and development costs 103,318 15,439 277,366 43,549 339,385 179,982Transaction costs 198,443Total operating expenses 37,189,015 1,242,871 40,464,959 2,332,267 6,850,461 6,232,503Loss from operations (35,104,078) (202,553) (37,594,800) (1,663,864) (3,726,537) (6,917,221)Other expenses (income):Amortization of debt discount 2,629,069 52,543 2,650,285 286,251 376,506 1,565,174Loss on extinguishment of debt 1,978,295 1,999,487 7,096,730 1,432,820 3,030,495Induced conversion loss 51,412 51,412 51,412Gain on change in fair value ofderivatives (4,803,569) (9,130,913) (1,939,639)

Loss on issuance of convertible notes 3,689,369 3,689,369Interest expense - related party 22,495 144,085 78,728 316,549 608,668 171,918Interest expense 205,620 74,046 281,670 147,256 12,740,781 573,431Total other expense 3,721,279 2,321,573 4,665,869 2,234,288 14,868,223 2,310,523Loss before income taxes (38,825,357) (2,524,126) (42,260,669) (3,898,152) (18,594,760) (9,227,744)Provision for income taxesNet loss (38,825,357) (2,524,126) (42,260,669) (3,898,152) (18,594,760) (9,227,744)Other comprehensive loss, net oftaxForeign currency translationadjustments 20,852 (1,544) 7,824 (2,937) (15,134) (5,034)

Total other comprehensive loss, netof tax 20,852 (1,544) 7,824 (2,937) (15,134) (5,034)

Comprehensive loss $(38,804,505)

$(2,525,670)

$(42,252,845)

$(3,901,089)

$(18,609,894)

$(9,232,778)

Net loss per share, basic and diluted $ (0.95) $ (0.10) $ (1.20) $ (0.15) $ (0.70) $ (0.37)Weighted average number ofcommon shares outstanding, basicand diluted

41,080,733 26,420,584 35,104,580 26,255,603 26,723,038 24,689,813


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Consolidated Statements ofShareholders' Deficit - USD

($)

CommonStock

[Member]

Additional Paid-in Capital[Member]

AOCIAttributable to

Parent [Member]

RetainedEarnings[Member]

Total

Beginning balance, value atApr. 30, 2019 $ 24,380 $ 2,520 $ (33,091) $ (6,191)

Balance, shares at Apr. 30,2019 24,380,000

Shares issued for conversion ofconvertible debt $ 369 182,476 182,845

Shares issued for conversion ofconvertible debt, shares 369,354

Share-based compensation 3,741,746 3,741,746Contribution of Slinger BagLimited (2) (967,678) (967,680)

Shares issuable related to notepayable 1,492,188 1,492,188

Distribution to shareholder (332,239) (332,239)Forgiveness of net liabilitiesowed to former majorityshareholder

15,289 15,289

Warrants issued with notepayable 112,990 112,990

Foreign currency translation (5,034) (5,034)Net loss (9,227,744) (9,227,744)Ending balance, value at Apr.30, 2020 $ 24,749 5,214,970 (5,036) (10,228,513) (4,993,830)


Shares issued related to notepayable $ 1,217 (1,217)

Shares issued related to notepayable, shares 1,216,560

Shares issued in connectionwith services $ 244 65,582 65,826

Shares issued in connectionwith services, shares 243,800

Foreign currency translation (1,393) (1,393)Net loss (1,374,026) (1,374,026)Ending balance, value at Jul.31, 2020 $ 26,210 5,279,335 (6,429) (11,602,539) (6,303,423)

Balance, shares at Jul. 31, 2020 26,209,714Beginning balance, value atApr. 30, 2020 $ 24,749 5,214,970 (5,036) (10,228,513) (4,993,830)



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Net loss (3,898,152)Ending balance, value at Oct.31, 2020 $ 26,610 7,705,020 (7,973) (14,126,665) (6,403,008)

Balance, shares at Oct. 31,2020 26,609,714

Beginning balance, value atApr. 30, 2020 $ 24,749 5,214,970 (5,036) (10,228,513) (4,993,830)


Shares issued related to notepayable $ 1,217 (1,217)

Shares issued related to notepayable, shares 1,216,560

Shares issued in connectionwith conversion of notespayable

$ 772 1,749,232 1,750,004

Shares issued in connectionwith conversion of notepayable, shares

772,332





Warrants issued related to notespayable - related party 2,157,818 2,157,818

Share-based compensation 70,997 70,997Forgiveness of net liabilitiesowed to former majorityshareholderShares issued in connectionwith purchase of trademark $ 35 35,316 35,351

Shares issued in connectionwith purchase of trademark,shares

35,000

Warrants issued in connectionwith purchase of trademark 50,232 50,232

Foreign currency translation (15,134) (15,134)Net loss (18,594,760) (18,594,760)Ending balance, value at Apr.30, 2021 $ 27,643 10,365,056 (20,170) (28,823,273) (18,450,744)



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Beginning balance, value at Jul.31, 2020 $ 26,210 5,279,335 (6,429) (11,602,539) (6,303,423)

Balance, shares at Jul. 31, 2020 26,209,714Shares issued in connectionwith services $ 100 117,919 118,019




Warrants issued related to notespayable - related party 2,069,617 2,069,617

Foreign currency translation (1,544) (1,544)Net loss (2,524,126) (2,524,126)Ending balance, value at Oct.31, 2020 $ 26,610 7,705,020 (7,973) (14,126,665) (6,403,008)




Shares issued in connectionwith conversion of notespayable

$ 1,637 6,218,366 6,220,003

Shares issued in connectionwith conversion of notepayable, shares

1,636,843

Shares issued in connectionwith acquisition $ 540 3,549,460 3,550,000

Shares issued in connectionwith acquisition, shares 540,000



Share-based compensation $ 50 187,753 187,803Share-based compensation,shares 50,215

Foreign currency translation (13,028) (13,028)Net loss (3,435,312) (3,435,312)Ending balance, value at Jul.31, 2021 $ 29,980 20,939,079 (33,198) (32,258,585) (11,322,724)

Balance, shares at Jul. 31, 2021 29,979,573


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Net loss (42,260,669)Ending balance, value at Oct.31, 2021 $ 41,870 62,871,881 (12,346) (71,083,942) (8,182,537)


Beginning balance, value at Jul.31, 2021 $ 29,980 20,939,079 (33,198) (32,258,585) (11,322,724)

Balance, shares at Jul. 31, 2021 29,979,573Shares issued for conversion ofwarrants $ 4,950 (2,200) 2,750

Shares issued for conversion ofwarrants, shares 4,950,000

Shares issued for conversion ofcommon shares issuable $ 6,921 6,921

Shares issued for conversion ofcommon shares issuable, shares 6,921,299

Elimination of related partyderivative liabilities 8,754,538 8,754,538



Share-based compensation 32,381,309 32,381,309Foreign currency translation 20,852 20,852Net loss (38,825,357) (38,825,357)Ending balance, value at Oct.31, 2021 $ 41,870 $ 62,871,881 $ (12,346) $ (71,083,942) $

(8,182,537)Balance, shares at Oct. 31,2021 41,869,622


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6 Months Ended 12 Months EndedConsolidated Statements ofCash Flows - USD ($) Oct. 31,

2021Oct. 31,

2020Apr. 30,

2021Apr. 30,

2020Cash flows from operating activities:Net loss $

(42,260,669)$(3,898,152)

$(18,594,760)

$(9,227,744)

Adjustments to reconcile net loss to net cash used inoperating activities:Depreciation and amortization expense 131,958 2,730 650Gain on change in fair value of derivatives (9,130,913) (1,939,639)Shares issued in connection with services 1,417,728 183,845 798,351Share-based compensation 32,569,112 70,997 3,741,746Loss on extinguishment of debt 7,096,730 1,432,820 3,030,495Induced conversion loss 51,412 51,412Amortization of debt discount 2,650,285 286,251 376,506 1,565,174Non-cash interest expense 12,501,178 358,855Loss on issuance of convertible notes 3,689,369Changes in operating assets and liabilities:Accounts receivable, net (84,262) (353,505) (760,058)Inventories, net (4,886,227) (993,049) (2,764,758) (919,644)Prepaid expenses and other current assets (422,119) 110,455 208,806 (381,510)Accounts payable and accrued expenses 3,256,234 327,579 946,716 855,853Accrued payroll and bonuses (72,659) 361,608 1,025,734 365,787Deferred revenue (28,289) 630,148 (79,835) (706,408)Accrued interest - related party 74,289 316,549 608,668 138,967Net cash used in operating activities (5,999,433) (1,544,039) (4,517,457) (4,208,274)Cash flows from investing activities:Purchase of intangible assets (30,000)Proceeds from contribution of net assets of Slinger BagLimited 73,400

Note receivable issuance (1,400,000)Net cash (used in) provided by investing activities (1,400,000) (30,000) 73,400Cash flows from financing activities:Distribution to shareholder (332,239)Proceeds from convertible note payable 11,000,000 1,950,000Debt issuance costs related to convertible notes payable (800,251)Proceeds from notes payable - related party 1,000,000 2,000,000 3,300,000 2,100,000Repayments of notes payable – related party (1,000,000) (1,000,000)Repayment of note payable (2,000,000)Proceeds from note payable 120,000 3,120,000 500,000Other financing activities 9,671Net cash provided by financing activities 8,209,420 2,120,000 5,420,000 4,217,761Effect of exchange rate fluctuations on cash and cashequivalents 8,878 (2,937) (23,594) (5,034)


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Increase in cash and cash equivalents 818,865 573,024 848,949 77,853Cash and cash equivalents at beginning of period 928,796 79,847 79,847 1,994Cash and cash equivalents at end of period 1,747,661 652,871 928,796 79,847Supplemental disclosure of cash flow information:Interest paid 111,105 140,180 263,268 224,726Income taxes paid 3,896 3,668Supplemental disclosure of non-cash investing andfinancing activities:Shares issued for conversion of notes payable – related party 6,220,003Shares and warrants issued in connection with purchase oftrademark 3,550,000 85,583

Elimination of related party derivative liabilities 8,754,538Derivative liabilities recorded as debt discounts of convertiblenotes 10,199,749

Conversion of note payable and accrued interest into commonstock 187,037 182,845

Warrants issued with note payable $ 70,130 112,990Forgiveness of net liabilities owed to former majorityshareholder 15,289

Shares issuable related to convertible note payable agreement 1,492,188Debt discount due to derivative liability 673,809Net assets contributed from Slinger Bag Limited (967,680)Transfer of convertible note payable to note payable 1,700,000Transfer of notes payable to notes payable – related party 1,820,000Conversion of notes payable and accrued interest intocommon stock 1,937,041

Warrants and shares issued with note payable $ 158,331


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6 Months Ended 12 Months EndedORGANIZATION ANDBASIS OF

PRESENTATION Oct. 31, 2021 Apr. 30, 2021

Organization, Consolidationand Presentation ofFinancial Statements[Abstract]ORGANIZATION ANDBASIS OF PRESENTATION

NOTE 1: ORGANIZATION AND BASIS OFPRESENTATION

Organization

Lazex Inc. (“Lazex”) was incorporated under thelaws of the State of Nevada on July 12, 2015. OnAugust 23, 2019, the majority owner of Lazexentered into a Stock Purchase Agreement withSlinger Bag Americas Inc., a Delawarecorporation (“Slinger Bag Americas”), whichwas 100% owned by Slinger Bag Ltd. (“SBL”),an Israeli company. In connection with the StockPurchase Agreement, Slinger Bag Americasacquired 20,000,000 shares of common stock ofLazex for $332,239. On September 16, 2019,SBL transferred its ownership of Slinger BagAmericas to Lazex in exchange for the20,000,000 shares of Lazex acquired on August23, 2019. As a result of these transactions, Lazexowned 100% of Slinger Bag Americas and thesole shareholder of SBL owned 20,000,000shares of common stock (approximately 82%)of Lazex. Effective September 13, 2019, Lazexchanged its name to Slinger Bag Inc.

On October 31, 2019, Slinger Bag Americasacquired control of Slinger Bag Canada, Inc.,(“Slinger Bag Canada”) a Canadian companyincorporated on November 3, 2017. There wereno assets, liabilities or historical operationalactivity of Slinger Bag Canada at that time.

On February 10, 2020, Slinger Bag Americasbecame the 100% owner of SBL, along withSBL’s wholly owned subsidiary Slinger BagInternational (UK) Limited (“Slinger Bag UK”),which was formed on April 3, 2019. The ownerof SBL contributed it to Slinger Bag Americasfor no consideration.

On June 21, 2021, Slinger Bag Americas enteredinto a membership interest purchase agreementwith Charles Ruddy to acquire a 100%ownership stake in Foundation Sports Systems,LLC (“Foundation Sports”) (see Note 4).

NOTE 1: ORGANIZATION AND BASIS OFPRESENTATION

Organization

Lazex Inc. (“Lazex”) was incorporated under thelaws of the State of Nevada on July 12, 2015. OnAugust 23, 2019, the majority owner of Lazexentered into a Stock Purchase Agreement withSlinger Bag Americas Inc., a Delawarecorporation (“Slinger Bag Americas”), whichwas 100% owned by Slinger Bag Ltd. (“SBL”),an Israeli company. In connection with the StockPurchase Agreement, Slinger Bag Americasacquired 20,000,000 shares of common stock ofLazex for $332,239. On September 16, 2019,SBL transferred its ownership of Slinger BagAmericas to Lazex in exchange for the20,000,000 shares of Lazex acquired on August23, 2019. As a result of these transactions, Lazexowned 100% of Slinger Bag Americas and thesole shareholder of SBL owned 20,000,000shares of common stock (approximately 82%)of Lazex. Effective September 13, 2019, Lazexchanged its name to Slinger Bag Inc.

On October 31, 2019, Slinger Bag Americasacquired control of Slinger Bag Canada, Inc.,(“Slinger Bag Canada”) a Canadian companyincorporated on November 3, 2017. There wereno assets, liabilities or historical operationalactivity of Slinger Bag Canada.

On February 10, 2020, Slinger Bag Americasbecame the 100% owner of SBL, along withSBL’s wholly owned subsidiary Slinger BagInternational (UK) Limited (“Slinger Bag UK”),which was formed on April 3, 2019. On February10, 2020, Zehava Tepler, the owner of SBL,contributed Slinger Bag UK to Slinger BagAmericas for no consideration.

The operations of Slinger Bag Inc., Slinger BagAmericas, Slinger Bag Canada, Slinger Bag UKand SBL are collectively referred to as the“Company.”

The Company operates in the sporting andathletic goods business. The Company is the


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The operations of Slinger Bag Inc., Slinger BagAmericas, Slinger Bag Canada, Slinger Bag UK,SBL and Foundation Sports are collectivelyreferred to as the “Company.”

The Company operates in the sporting andathletic goods business. The Company is theowner of the Slinger Launcher, which is aportable tennis ball launcher, as well as otherassociated tennis accessories.


The accompanying unaudited condensedconsolidated financial statements of theCompany are presented in accordance withaccounting principles generally accepted in theUnited States of America (“GAAP”). As a resultof the transactions described above, theaccompanying consolidated financial statementsinclude the combined results of Slinger Bag Inc.,Slinger Bag Americas, Slinger Bag Canada,Slinger Bag UK, SBL and Foundation Sportsfor the periods presented. All intercompanyaccounts and transactions have been eliminatedin consolidation.

owner of the Slinger Launcher, which is aportable tennis ball launcher, as well as otherassociated tennis accessories.

Effective February 25, 2020, the Companyincreased the number of authorized shares ofcommon stock from 75,000,000 to 300,000,000via a four-to-one forward split of its outstandingshares of common stock. All share and per shareinformation contained in this report have beenretroactively adjusted to reflect the impact of thestock split.


The accompanying consolidated financialstatements of the Company are presented inaccordance with accounting principles generallyaccepted in the United States of America(“GAAP”). As a result of the transactionsdescribed above, the accompanying consolidatedfinancial statements include the combined resultsof Slinger Bag Inc., Slinger Bag Americas,Slinger Bag Canada, Slinger Bag UK and SBLfor the years ended April 30, 2021 and 2020. Thecontribution of the net assets of SBL is reflectedas an equity contribution at historical cost onMay 1, 2019, the beginning of the earliest periodin which the entities were under commoncontrol. There was no historical activity inSlinger Bag Americas or Slinger Bag Canadaprior to May 1, 2019. All intercompany accountsand transactions have been eliminated inconsolidation.



6 Months Ended 12 Months EndedGOING CONCERN Oct. 31, 2021 Apr. 30, 2021Organization, Consolidationand Presentation ofFinancial Statements[Abstract]GOING CONCERN NOTE 2: GOING CONCERN

The financial statements have been prepared ona going concern basis, which assumes theCompany will be able to realize its assets anddischarge its liabilities in the normal course ofbusiness for the foreseeable future. TheCompany has an accumulated deficit of$71,083,942 as of October 31, 2021, and morelosses are anticipated in the development of thebusiness. Accordingly, there is substantial doubtabout the Company’s ability to continue as agoing concern. These financial statements do notinclude any adjustments related to therecoverability and classification of assets or theamounts and classification of liabilities thatmight be necessary should the Company beunable to continue as a going concern.

The ability to continue as a going concern isdependent upon the Company generatingprofitable operations in the future and/or beingable to obtain the necessary financing to meet itsobligations and repay its liabilities arising fromnormal business operations when they becomedue. Management intends to finance operatingcosts over the next twelve months with existingcash on hand, loans from related parties, and/orprivate placement of debt and/or common stock.


The financial statements have been prepared ona going concern basis, which assumes theCompany will be able to realize its assets anddischarge its liabilities in the normal course ofbusiness for the foreseeable future. TheCompany has an accumulated deficit of$28,823,273 as of April 30, 2021, and morelosses are anticipated in the development of thebusiness. Accordingly, there is substantial doubtabout the Company’s ability to continue as agoing concern. These financial statements do notinclude any adjustments related to therecoverability and classification of assets or theamounts and classification of liabilities thatmight be necessary should the Company beunable to continue as a going concern.

The ability to continue as a going concern isdependent upon the Company generatingprofitable operations in the future and/or beingable to obtain the necessary financing to meet itsobligations and repay its liabilities arising fromnormal business operations when they becomedue. Management intends to finance operatingcosts over the next twelve months with existingcash on hand, loans from related parties, and/orprivate placement of debt and/or common stock.


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6 Months Ended 12 Months EndedSUMMARY OFSIGNIFICANT

ACCOUNTING POLICIES Oct. 31, 2021 Apr. 30, 2021

Accounting Policies[Abstract]SUMMARY OFSIGNIFICANTACCOUNTING POLICIES

NOTE 3: SUMMARY OF SIGNIFICANTACCOUNTING POLICIES

Interim Financial Statements

The accompanying unaudited condensedconsolidated financial statements have beenprepared in accordance with accounting principlesgenerally accepted in the United States of America(“GAAP”) and based upon Securities andExchange Commission rules that permit reduceddisclosure for interim periods. For a more completediscussion of significant accounting policies andcertain other information, you should refer to thefinancial statements included in Slinger Bag Inc.’sAnnual Report on Form 10-K for the year endedApril 30, 2021. These financial statements reflectall adjustments that are necessary for a fairpresentation of results of operations and financialcondition for the interim periods shown, includingnormal recurring accruals and other items. Theresults for the interim periods are not necessarilyindicative of results for the full year.

Use of Estimates

The preparation of consolidated financialstatements in conformity with GAAP requiresmanagement to make estimates and assumptionsthat affect the amounts reported in the financialstatements and accompanying notes. Accordingly,actual results could differ from those estimates.


Certain prior year amounts have been reclassifiedin these consolidated financial statements toconform to current year presentation.


The Company considers all highly liquidinvestments with an original maturity of threemonths or less when purchased to be cashequivalents. The majority of payments due frombanks for credit card transactions process within 24to 48 hours and are accordingly classified as cashand cash equivalents.

Accounts Receivable

NOTE 3: SUMMARY OF SIGNIFICANTACCOUNTING POLICIES

Use of Estimates

The preparation of consolidated financialstatements in conformity with GAAP requiresmanagement to make estimates andassumptions that affect the amounts reportedin the financial statements and accompanyingnotes. Accordingly, actual results could differfrom those estimates.


Certain prior year amounts have beenreclassified in these consolidated financialstatements to conform to current yearpresentation.


The Company considers all highly liquidinvestments with an original maturity of threemonths or less when purchased to be cashequivalents. The majority of payments duefrom banks for credit card transactions processwithin 24 to 48 hours and are accordinglyclassified as cash and cash equivalents.

Accounts Receivable

The Company’s accounts receivable are non-interest bearing trade receivables resultingfrom the sale of products and payable overterms ranging from 15 to 60 days. TheCompany provides an allowance for doubtfulaccounts at the point when collection isconsidered doubtful. Once all collectionefforts have been exhausted, the Companycharges-off the receivable with the allowancefor doubtful accounts. The Company had noallowance for doubtful accounts as of April30, 2021 or 2020.

Inventory

Inventory is valued at the lower of the cost(determined principally on a first-in, first-outbasis) or net realizable value. The Company’svaluation of inventory includes inventory


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The Company’s accounts receivable are non-interest bearing trade receivables resulting from thesale of products and payable over terms rangingfrom 15 to 60 days. The Company provides anallowance for doubtful accounts at the point whencollection is considered doubtful. Once allcollection efforts have been exhausted, theCompany charges-off the receivable with theallowance for doubtful accounts. The Company hadno allowance for doubtful accounts as of October31, 2021 or April 30, 2021.

Inventory

Inventory is valued at the lower of the cost(determined principally on a first-in, first-out basis)or net realizable value. The Company’s valuation ofinventory includes inventory reserves for inventorythat will be sold below cost and the impact ofinventory shrink. Inventory reserves are based onhistorical information and assumptions about futuredemand and inventory shrink trends. TheCompany’s inventory as of October 31, 2021consisted of $3,820,645 of finished goods,$3,441,456 of component and replacement parts,$1,566,330 of capitalized duty and freight, and a$250,000 inventory reserve. The Company’sinventory as of April 30, 2021 consisted of$1,591,826 of finished goods, $1,777,028 ofcomponent and replacement parts, $347,362 ofcapitalized duty and freight, and a $23,000inventory reserve.


The Company maintains its cash in bank depositaccounts, the balances of which at times mayexceed insured limits. The Company continuallymonitors its banking relationships andconsequently has not experienced any losses insuch accounts. While we may be exposed to creditrisk, we consider the risk remote and do not expectthat any such risk would result in a significanteffect on our results of operations or financialcondition.

Revenue Recognition

The Company recognizes revenue in accordancewith Accounting Standards Codification (“ASC”)606, the core principle of which is that an entityshould recognize revenue to depict the transfer ofpromised goods or services to customers in anamount that reflects the consideration to which theentity expects to be entitled to receive in exchange

reserves for inventory that will be sold belowcost and the impact of inventory shrink.Inventory reserves are based on historicalinformation and assumptions about futuredemand and inventory shrink trends. TheCompany’s inventory as of April 30, 2021consisted of $1,591,826 of finished goods,$1,777,028 of component and replacementparts, $347,362 of capitalized duty and freight,and a $23,000 inventory reserve. TheCompany’s inventory as of April 30, 2020consisted of $663,750 of finished goods and$255,894 of component and replacementparts.


The Company maintains its cash in bankdeposit accounts, the balances of which attimes may exceed insured limits. TheCompany continually monitors its bankingrelationships and consequently has notexperienced any losses in such accounts.While we may be exposed to credit risk, weconsider the risk remote and do not expectthat any such risk would result in a significanteffect on our results of operations or financialcondition.

Revenue Recognition

The Company recognizes revenue inaccordance with Accounting StandardsCodification (“ASC”) 606, the core principleof which is that an entity should recognizerevenue to depict the transfer of promisedgoods or services to customers in an amountthat reflects the consideration to which theentity expects to be entitled to receive inexchange for those goods or services. TheCompany recognizes revenue for itsperformance obligation associated with itscontracts with customers at a point in timeonce products are shipped. Amounts collectedfrom customers in advance of shippingproducts ordered are reflected as deferredrevenue on the accompanying consolidatedbalance sheets. The Company’s standard termsare non-cancelable and do not provide for theright-of-return, other than for defectivemerchandise covered under the Company’sstandard warranty. The Company has nothistorically experienced any significantreturns or warranty issues.


Fair value of financial and non-financial assetsand liabilities is defined as an exit price,



for those goods or services. The Companyrecognizes revenue for its performance obligationassociated with its contracts with customers at apoint in time once products are shipped. Amountscollected from customers in advance of shippingproducts ordered are reflected as deferred revenueon the accompanying consolidated balance sheets.The Company’s standard terms are non-cancelableand do not provide for the right-of-return, otherthan for defective merchandise covered under theCompany’s standard warranty. The Company hasnot historically experienced any significant returnsor warranty issues.


Fair value of financial and non-financial assets andliabilities is defined as an exit price, representingthe amount that would be received to sell an asset orpaid to transfer a liability in an orderly transactionbetween market participants. The three-tierhierarchy for inputs used in measuring fair value,which prioritizes the inputs used in themethodologies of measuring fair value for assetsand liabilities, is as follows:

Level 1 — Quoted prices in active markets foridentical assets or liabilitiesLevel 2 — Observable inputs other than quotedprices in active markets for identical assets andliabilitiesLevel 3 — Unobservable pricing inputs in themarket

Financial assets and financial liabilities areclassified in their entirety based on the lowest levelof input that is significant to the fair valuemeasurements. Our assessment of the significanceof a particular input to the fair value measurementsrequires judgment and may affect the valuation ofthe assets and liabilities being measured and theircategorization within the fair value hierarchy.

The Company’s financial instruments consist ofcash and cash equivalents, accounts receivable, andaccounts payable. The carrying amount of thesefinancial instruments approximates fair value dueto their short-term maturity.

The Company’s derivative liabilities werecalculated using Level 2 assumptions on theissuance and balance sheet dates via a Black-Scholes option pricing model and consisted of thefollowing ending balances and gain amounts as ofand for the three and six months ended October 31,2021:

representing the amount that would bereceived to sell an asset or paid to transfera liability in an orderly transaction betweenmarket participants. The three-tier hierarchyfor inputs used in measuring fair value, whichprioritizes the inputs used in themethodologies of measuring fair value forassets and liabilities, is as follows:

Level 1 — Quoted prices in active markets foridentical assets or liabilitiesLevel 2 — Observable inputs other thanquoted prices in active markets for identicalassets and liabilitiesLevel 3 — Unobservable pricing inputs in themarket

Financial assets and financial liabilities areclassified in their entirety based on the lowestlevel of input that is significant to the fairvalue measurements. Our assessment of thesignificance of a particular input to the fairvalue measurements requires judgment andmay affect the valuation of the assets andliabilities being measured and theircategorization within the fair value hierarchy.

The Company’s financial instruments consistof cash and cash equivalents, accountsreceivable, and accounts payable. Thecarrying amount of these financial instrumentsapproximates fair value due to their short-termmaturity. The Company’s derivative liabilitieswere calculated using Level 2 assumptions onthe issuance date via a Black-Scholes optionpricing model whose assumptions are in linewith the assumptions noted below in thewarrant section.

Income Taxes

Income taxes are accounted for in accordancewith the provisions of ASC 740, Accountingfor Income Taxes. Deferred tax assets andliabilities are recognized for the future taxconsequences attributable to differencesbetween the financial statement carryingamounts of existing assets and liabilities andtheir respective tax bases. Deferred tax assetsand liabilities are measured using enacted taxrates expected to apply to taxable income inthe years in which those temporary differencesare expected to be recovered or settled. Theeffect on deferred tax assets and liabilities ofa change in tax rates is recognized in incomein the period that includes the enactment date.Valuation allowances are established, whennecessary, to reduce deferred tax assets to the



Notederivativeis related

to

October 31,2021

endingbalance

Gain(loss) for

threemonthsended

October31, 2021

Gain(loss)for sixmonthsended

October31, 2021

4/11/21conversionof 12/24/20notepayable

$ 795,482 $ 441,178 $ 434,369

4/15/21notepayable

- 1,788,123 6,014,245

5/26/21conversionof notespayable –relatedparty

- 2,759,718 2,867,749

8/6/21convertiblenotes

14,074,568 (185,450 ) (185,450 )

Total $14,870,050 $4,803,569 $9,130,913

The Black-Scholes option pricing modelassumptions for the derivative liabilities during thesix months ended October 31, 2021 and 2020consisted of the following:

2021 2020

Expected life in years1.7 –

5.0years

N/A

Stock price volatility 50% –155% N/A

Risk free interest rate 0.16%– 1.21% N/A

Expected dividends 0% N/A

Income Taxes

Income taxes are accounted for in accordance withthe provisions of ASC 740, Accounting for IncomeTaxes. Deferred tax assets and liabilities arerecognized for the future tax consequencesattributable to differences between the financialstatement carrying amounts of existing assets andliabilities and their respective tax bases. Deferredtax assets and liabilities are measured using enactedtax rates expected to apply to taxable income inthe years in which those temporary differences areexpected to be recovered or settled. The effect ondeferred tax assets and liabilities of a change intax rates is recognized in income in the period thatincludes the enactment date. Valuation allowances

amounts that are more likely than not to berealized.

Intangible Asset

Intangible asset relates to the “Slinger”technology trademark, which the Companypurchased on November 10, 2020. Thetrademark is amortized over its expected lifeof 20 years. Amortization expense for the yearended April 30, 2021 and 2020 was $2,730and zero, respectively. The amount ofamortization expense for each of the next fiveyears will be approximately $5,800 per year.

Long-Lived Assets

In accordance with ASC 360-10, the Companyevaluates long-lived assets for impairmentwhenever events or changes in circumstancesindicate that their net book value may not berecoverable. When such factors andcircumstances exist, the Company comparesthe projected undiscounted future cash flowsassociated with the related asset or group ofassets over their estimated useful lives againsttheir respective carrying amount. If those netundiscounted cash flows do not exceed thecarrying amount, impairment, if any, is basedon the excess of the carrying amount over thefair value based on the market value ordiscounted expected cash flows of those assetsand is recorded in the period in which thedetermination is made. There was noimpairment of long-lived assets identifiedduring the year ended April 30, 2021 or 2020.

Share-Based Payment

The Company accounts for share-basedcompensation in accordance with ASC 718,Compensation-Stock Compensation (ASC718). Under the fair value recognitionprovisions of this topic, stock-basedcompensation cost is measured at the grantdate based on the fair value of the award andis recognized as an expense on a straight-linebasis over the requisite service period, whichis the vesting period.

Warrants

The Company grants warrants to keyemployees and executives as compensation ona discretionary basis. The Company alsogrants warrants in connection with certain notepayable agreements and other keyarrangements. The Company is required toestimate the fair value of share-based awards



are established, when necessary, to reduce deferredtax assets to the amounts that are more likely thannot to be realized.

Goodwill

The Company accounts for goodwill and otherintangible assets in accordance with ASC 350,Intangibles - Goodwill and Other (“ASC 350”).ASC 350 requires that goodwill and intangibleassets with indefinite lives not be amortized, butreviewed for impairment if impairment indicatorsarise and, at a minimum, annually.

The goodwill impairment test is a two-step test.In the first step, the Company compares the fairvalue of each reporting unit with goodwill to itscarrying value. The Company determines the fairvalue of its reporting units with goodwill usinga combination of a discounted cash flow and amarket value approach. If the fair value of thereporting unit exceeds the carrying value of the netassets assigned to that reporting unit, goodwill isnot impaired and the Company is not required toperform further testing. If the carrying value of thenet assets assigned to the reporting unit exceeds thefair value of the reporting unit, then the Companymust perform the second step of the goodwillimpairment test in order to determine the impliedfair value of the reporting unit’s goodwill andcompare it to the carrying value of the reportingunit’s goodwill. The activities in the second stepinclude valuing the tangible and intangible assetsand liabilities. If the implied fair value of goodwillis less than the carrying value, an impairment lossis recognized for the difference.

There was no impairment of goodwill during thesix months ended October 31, 2021 or 2020.

Intangible Assets

Intangible assets relate to the “Slinger” technologytrademark, which the Company purchased onNovember 10, 2020, as well as the intangible assetsrelated to the purchase of Foundation Sports onJune 21, 2021 (see Note 4). The Slinger trademarkis amortized over its expected life of 20 years.Amortization expense for the six months endedOctober 31, 2021 and 2020 related to the Slingertrademark was $2,904 and zero, respectively.

Long-Lived Assets

In accordance with ASC 360-10, the Companyevaluates long-lived assets for impairment

on the measurement date and recognize asexpense that value of the portion of the awardthat is ultimately expected to vest over therequisite service period. Warrants granted inconnection with ongoing arrangements aremore fully described in Note 7: Note Payableand Note 9: Shareholders’ Deficit.

The warrants granted during the year endedApril 30, 2021 and 2020 were valued usinga Black-Scholes option pricing model on thedate of grant using the following assumptions:

2021 2020Expected life inyears

2 – 10years

2 -10years

Stock pricevolatility

148%- 280%

121% -144%

Risk free interestrate

0.12%-

1.64%

0.36%-

2.43%Expected dividends 0% 0%


A portion of SBL’s operations are conductedin Israel and its functional currency is theIsraeli Shekel, the Company’s operations ofSlinger Bag Canada are conducted in itsfunctional currency of Canadian Dollars, andthe Company’s Slinger Bag UK operations areconducted in its functional currency of theBritish pound (GBP). The accounts of SBL,Slinger Bag Canada, and Slinger Bag UK havebeen translated into U.S. dollars (“USD”).Assets and liabilities are translated into USDat the applicable exchange rates at period-end.Shareholders’ equity is translated usinghistorical exchange rates. Revenue andexpenses are translated at the averageexchange rates for the period. Any translationadjustments are included as foreign currencytranslation adjustments on the consolidatedstatements of operations and comprehensiveloss.

Earnings Per Share

Basic earnings per share are calculated bydividing income available to shareholders bythe weighted-average number of commonshares outstanding during each period. Dilutedearnings per share are computed using theweighted average number of common anddilutive common share equivalentsoutstanding during the period.



whenever events or changes in circumstancesindicate that their net book value may not berecoverable. When such factors and circumstancesexist, the Company compares the projectedundiscounted future cash flows associated with therelated asset or group of assets over their estimateduseful lives against their respective carryingamount. If those net undiscounted cash flows do notexceed the carrying amount, impairment, if any, isbased on the excess of the carrying amount over thefair value based on the market value or discountedexpected cash flows of those assets and is recordedin the period in which the determination is made.There was no impairment of long-lived assetsidentified during the six months ended October 31,2021 or 2020.

Share-Based Payments

The Company accounts for share-basedcompensation in accordance with ASC Topic 718,Compensation-Stock Compensation (“ASC 718”).Under the fair value recognition provisions of thistopic, share-based compensation cost is measuredat the grant date based on the fair value of the awardand is recognized as an expense on a straight-linebasis over the requisite service period, which is thevesting period.

Warrants

The Company grants warrants to key employeesand executives as compensation on a discretionarybasis. The Company also grants warrants inconnection with certain note payable agreementsand other key arrangements. The Company isrequired to estimate the fair value of share-basedawards on the measurement date and recognize asexpense that value of the portion of the award thatis ultimately expected to vest over the requisiteservice period. Warrants granted in connection withongoing arrangements are more fully described inNote 6: Convertible Notes Payable, Note 7: NotePayable and Note 10: Shareholders’ Equity.

The warrants granted during the six months endedOctober 31, 2021 and 2020 were valued using aBlack-Scholes option pricing model on the date ofgrant using the following assumptions:

2021 2020

Expected life in years 5 - 10years

10years

Stock price volatility 50% -157% 148%

- 152%

Risk free interest rate 0.90%- 1.63% 0.68%

- 0.85%

The Company had 6,921,299 and 8,137,859common shares issuable as of April 30, 2021and 2020, respectively, (see Note 5 and 6)which were not included in the calculation ofdiluted earnings per share as the effect isantidilutive. The Company also hadoutstanding notes payable convertible intozero and 7,465,811 shares of common stock asof April 30, 2021 and 2020, respectively, (seeNote 6), outstanding warrants exercisable into24,503,107 and 13,000,000 shares of commonstock as of April 30, 2021 and 2020,respectively, and 21,786 and zero sharesrelated to make-whole provisions as of April30, 2021 and 2020, respectively, (see Note 7),which were excluded from the calculation ofdiluted earnings per share as the effect isantidilutive. As a result, the basic and dilutedearnings per share are the same for each of theperiods presented.


In December 2019, the FASB issuedAccounting Standards Update (ASU),2019-12, Simplifying the Accounting forIncome Taxes, which amends ASC 740,Income Taxes (ASC 740). This update isintended to simplify accounting for incometaxes by removing certain exceptions to thegeneral principles in ASC 740 and amendingexisting guidance to improve consistentapplication of ASC 740. This update iseffective for fiscal years beginning afterDecember 15, 2021. The guidance in thisupdate has various elements, some of whichare applied on a prospective basis and otherson a retrospective basis with earlierapplication permitted. The Company iscurrently evaluating the effect of this ASU onthe Company’s financial statements andrelated disclosures.

Other recently issued accountingpronouncements did not, or are not believedby management to, have a material effect onthe Company’s present or future consolidatedfinancial statements.



Expected dividends 0% 0%


A portion of SBL’s operations are conducted inIsrael and its functional currency is the IsraeliShekel, the Company’s operations of Slinger BagCanada are conducted in its functional currencyof Canadian Dollars, and the Company’s SlingerBag UK operations are conducted in its functionalcurrency of the British pound (“GBP”). Theaccounts of SBL, Slinger Bag Canada, and SlingerBag UK have been translated into U.S. dollars(“USD”). Assets and liabilities are translated intoUSD at the applicable exchange rates at period-end.Shareholders’ equity is translated using historicalexchange rates. Revenue and expenses aretranslated at the average exchange rates for theperiod. Any translation adjustments are includedas foreign currency translation adjustments on theconsolidated statements of operations andcomprehensive loss.

Earnings Per Share

Basic earnings per share are calculated by dividingincome available to shareholders by the weighted-average number of common shares outstandingduring each period. Diluted earnings per share arecomputed using the weighted average number ofcommon and dilutive common share equivalentsoutstanding during the period.

The Company had zero and 6,921,299 commonshares issuable as of October 31, 2021 and 2020,which were not included in the calculation ofdiluted earnings per share as the effect isantidilutive. The Company also had outstandingconvertible notes payable that were convertible into3,666,675 and zero shares of common stock as ofOctober 31, 2021 and 2020, respectively,outstanding warrants exercisable into 37,264,721and 16,025,000 shares of common stock as ofOctober 31, 2021 and 2020, respectively, and244,910 and zero shares related to make-wholeprovisions as of October 31, 2021 and 2020,respectively, which were excluded from thecalculation of diluted earnings per share as theeffect is antidilutive. As a result, the basic anddiluted earnings per share are the same for each ofthe periods presented.


In December 2019, the Financial AccountingStandards Board (“FASB”) issued Accounting



Standards Update (“ASU”), 2019-12, Simplifyingthe Accounting for Income Taxes, which amendsASC 740, Income Taxes (“ASC 740”). This updateis intended to simplify accounting for income taxesby removing certain exceptions to the generalprinciples in ASC 740 and amending existingguidance to improve consistent application of ASC740. This update is effective for fiscal yearsbeginning after December 15, 2021. The guidancein this update has various elements, some of whichare applied on a prospective basis and others ona retrospective basis with earlier applicationpermitted. The Company is currently evaluating theeffect of this ASU on the Company’s financialstatements and related disclosures.

Other recently issued accounting pronouncementsdid not, or are not believed by management to, havea material effect on the Company’s present or futureconsolidated financial statements.



6 Months EndedACQUISITIONS Oct. 31, 2021Business Combination andAsset Acquisition [Abstract]ACQUISITIONS NOTE 4: ACQUISITIONS

On June 21, 2021, the Company completed one immaterial acquisition by entering into amembership interest purchase agreement (“MIPA”) with Charles Ruddy (the “Seller”) to acquirea 100% ownership stake in Foundation Sports Systems, LLC (“Foundation Sports”) in exchangefor 1,000,000 shares of common stock of the Company to be issued to the Seller and two otherFoundation Sports employees in three tranches (the “Purchase Price”): (i) 600,000 shares ofcommon stock on the closing date, (ii) 200,000 shares of common stock on the first anniversary ofthe closing date and (iii) 200,000 shares of common stock on the second anniversary of the closingdate (collectively, the “Shares”), provided that 10% of the Shares of each tranche will be held backby the Company and not delivered to the recipients for a period of 12 months from the date oftheir issuance. The Shares are subject to a 12-month lock-up from their date of delivery duringwhich time they may not be offered or sold by the Seller or any other recipient thereof without theexpress written consent of the Company. On June 23, 2021, the Company issued 540,000 shares ofits common stock to the receipts under the MIPA, which consisted of 600,000 shares less a hold-back of 10% (i.e., 60,000 shares).

The Company allocated the aggregate purchase price for the acquisition based upon the tangibleand intangible assets acquired, net of liabilities. The allocation of the purchase price is detailedbelow:



The trade name, internally developed software, and customer relationships will be amortized overtheir expected lives of 6, 4, and 7 years, respectively. Amortization expense for the six monthsended October 31, 2021 and 2020 related to the Foundation Sports intangibles was $129,054 andzero, respectively.

On September 27, 2021, the Company entered into a share purchase agreement (the “Agreement”)pursuant to which it agreed to purchase 100% of the share capital of Flixsense Pty Ltd. (the“Shares”) d/b/a Gameface (“Gameface”) in exchange for the following consideration: (i)6,666,667 shares of the Company’s common stock (subject to adjustment); and (ii) 1,000,000additional earn-out shares of the Company’s common stock (subject to the fulfilment of certainmilestones), provided that, at the election of Jalaluddin Shaik, the majority shareholder of theselling shareholders of Gameface (“Shaik”), the Company has agreed to pay Shaik $500,000 incash in lieu of the issuance of 142,587 shares of common stock. The closing of the acquisition issubject to the satisfaction of the closing conditions described in the Agreement. The transaction isexpected to close during the Company’s quarter ended January 31, 2022.

On October 6, 2021, the Company entered into a merger agreement with, inter alia, PlaySightInteractive Ltd. (“PlaySight”) (the “PlaySight Agreement”) pursuant to which PlaySight will,subject to the satisfaction of the closing conditions described in the PlaySight Agreement, becomea wholly owned subsidiary of the Company in exchange for the following consideration: (i)28,333,333 shares of the Company’s common stock (subject to adjustment); (ii) payment of certain


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PlaySight transaction costs; and (iii) up to a maximum of 5,142,858 earn-out shares (subject tothe fulfilment of certain milestones and reduction under certain circumstances). The transaction isexpected to close during the Company’s quarter ended January 31, 2022.



6 Months Ended 12 Months EndedNOTES PAYABLE –RELATED PARTY Oct. 31, 2021 Apr. 30, 2021

Debt Disclosure [Abstract]NOTES PAYABLE –RELATED PARTY

NOTE 5: NOTES PAYABLE –RELATED PARTY

Beginning in October 2019, the Companyentered into several loan agreements with arelated party entity controlled by the formershareholder of Slinger Bag Canada. Totaloutstanding borrowings from this relatedparty as of April 30, 2021 amounted to$6,220,000, which was gross of totaldiscounts of $76,777 and consisted of thefollowing:

Notedate

Maturitydate

Interestrate

April 30,2021

6/1/2019 6/1/2021 9.5% $1,700,0006/30/2020

6/30/2021 9.5% 120,000

8 notesfrom 10/2019 –8/2020

9/1/2021 9.5% 3,850,000

9/15/2020

9/15/2021 9.5% 250,000

11/24/2020

11/24/2021 9.5% 300,000

Totalnotes

payable$6,220,000

On May 26, 2021, the Company and therelated party lender entered into a noteconversion agreement (the “NoteConversion Agreement”) whereby therelated party lender agreed to convert itstotal outstanding borrowings as of that dateof $6,220,000 into 1,636,843 shares of theCompany’s common stock. The NoteConversion Agreement contains a guaranteethat the aggregate gross sales of the sharesby the related party will be no less than$6,220,000 over the next three years and ifthe aggregate gross sales are less than$6,220,000 the Company will issueadditional shares of common stock to therelated party for the difference between thetotal gross proceeds and $6,220,000, whichcould result in an infinite number of sharesbeing required to be issued.

The Company evaluated the conversionoption of the notes payable to shares under

NOTE 5: NOTE PAYABLE – RELATED PARTYOn October 1, 2019, the Company entered into aloan agreement with a related party entity controlledby the former shareholder of Slinger Bag Canadafor borrowings of $500,000 bearing interest at 12%per annum. All principal and accrued interest weredue on demand under the original agreement. OnDecember 13, 2019, the Company entered into anAmended and Restated Loan Agreement making allprincipal and accrued interest due on July 15, 2020,which was later amended to extend the due date toSeptember 1, 2021.

On December 3, 2019, the Company entered intoa loan agreement with the same related party forborrowings of $500,000 bearing interest at 12% perannum. All principal and accrued interest were dueon demand under the original agreement. OnDecember 13, 2019, the Company entered into anAmended and Restated Loan Agreement increasingthe interest rate earned from 12% to 24% per annumand making all principal and accrued interest due onJuly 15, 2020, which was later amended to extend thedue date to September 1, 2021.

On December 11, 2019, the Company entered intoa loan agreement with the same related party forborrowings of $700,000 bearing interest at 24% perannum. All principal and accrued interest were dueon July 15, 2020. On July 8, 2020, the terms of thedebt were amended to extend the due date to January8, 2021, which was later amended to extend the duedate to September 1, 2021.

On January 6, 2020, the Company entered into a loanagreement with the same related party for borrowingsof $200,000 bearing interest at 24% per annum. Allprincipal and accrued interest were due on January8, 2021, which was later amended to extend the duedate to September 1, 2021.

On February 28, 2020, the Company entered intoa loan agreement with the same related party forborrowings of $200,000 bearing interest at 24% perannum. All principal and accrued interest were dueon February 28, 2021, which was later amended toextend the due date to September 1, 2021.

On May 12, 2020 and July 3, 2020, the Companyentered into loan agreements with the same relatedparty for borrowings of $1,000,000 and $500,000,respectively, bearing interest at 24% per annum. Allprincipal and accrued interest were due on August


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the guidance in ASC 815, Derivatives andHedging (“ASC 815”), and determined theconversion option qualified for equityclassification. The Company also evaluatedthe profit guarantee under ASC 815 anddetermined it to be a make-whole provision,which is an embedded derivative within thehost instrument. As the economiccharacteristics of the make-whole provisionare dissimilar to the host instrument, theprofit guarantee was bifurcated from the hostinstrument and stated as a separatederivative liability, which is marked tomarket at the end of each reporting periodwith the non-cash gain or loss recorded inthe period as a gain or loss on derivative.

On the date of conversion the Companyrecognized a $5,118,435 loss onextinguishment of debt, which representedthe difference between the $6,220,000 innotes payable that were converted and thefair value of the shares issued of $6,220,003,which were recorded in shares issued forconversion of notes payable – related partywithin shareholders’ equity, the derivativeliability of $5,052,934, which was valuedusing a Black-Scholes option pricing model,and the write-off of the unamortized debtdiscount of $65,498. Amortization of thedebt discounts during the three monthsended July 31, 2021, prior to the notes’conversion, was $11,279, which wasrecorded in amortization of debt discounts inthe accompanying consolidated statementsof operations.

Per the terms of the Note ConversionAgreement the accrued interest related to thenotes payable was not converted into sharesand is still due to the related party. TheCompany and the related party agreed thatinterest will continue to accrue on theoutstanding accrued interest at a rate of 9.5%per annum and will be paid in full by May25, 2022.

On July 23, 2021, the Company entered intoa loan agreement with its related party lenderfor borrowings of $500,000. The loan is tobe repaid within 30 days of receipt and shallbear interest at a rate of 12% per annum.

On August 4, 2021, the Company enteredinto a loan agreement with its related partylender for borrowings of $500,000. The loan

31, 2020 and July 3, 2021, respectively, which waslater amended to extend the due date to September 1,2021.

On July 8, 2020, the Company entered into aPurchase Order Financing Agreement (“POFinancing Agreement”) whereby $1,900,000 of thetotal $3,600,000 in outstanding debt due to the relatedparty as of the date of the agreement was labeledas inventory financing (“PO Financing Amount”).The PO Financing Amount, along with any accruedinterest, is due in full no later than six months fromthe effective date of the PO Financing Agreement,which was later amended to extend the due date toSeptember 1, 2021. The outstanding balance of thePO Financing Agreement bears interest at a rate of2% per month. The Company agreed to repay thePO Financing Amount together with any accrued,but unpaid, interest thereon out of proceeds from thesale of its products, licensing activities, revenue to begenerated from operations and/or amounts receivedby the Company from investors, lenders, financiers,financing sources or other persons before makingpayments of any other nature (including dividendsand distributions), except for payments required tofinance the Company’s operations.

On August 10, 2020, the Company entered into a loanagreement with the same related party for borrowingsof $250,000 under the PO Financing Agreementbearing interest at 24% per annum. All principal andaccrued interest were due on August 10, 2021, whichwas later amended to extend the due date toSeptember 1, 2021.

On September 7, 2020, the outstanding debt from theexisting related party lender was amended to reducethe interest rate to 9.5% per annum on all outstandingloans, including the PO Financing Agreement,effective the date of the agreement. As considerationfor agreeing to reduce the interest rate, the Companyissued the related party warrants to purchase2,500,000 shares of the Company’s common stock atan exercise of $0.001 per share. The warrants vestedimmediately and have a contractual life of 10 years.The amendment of the outstanding debt was treatedas an extinguishment of the debt and therefore thevalue of the warrants issued to the lender of$1,999,487 was expensed as a loss on extinguishmentof debt during the year ended April 30, 2021.

On September 8, 2020, the related party lenderagreed to extend the due date of all outstanding loansto September 1, 2021.

On September 15, 2020, the Company entered intoa loan agreement with the same related party forborrowings of $250,000 bearing interest at 9.5%



is to be repaid within 30 days of receiptand shall bear interest at a rate of 12% perannum.

On August 11, 2021, the Company repaidthe outstanding principal and interest to itsrelated party lender for the July 23, 2021loan of $500,000 and the August 4, 2021loan of $500,000.

On August 31, 2021, the Company’s relatedparty lender cancelled the guarantee in theNote Conversion Agreement that theaggregate gross sales of its converted shareswill be no less than $6,220,000. Inconnection with the elimination of the profitguarantee the derivative liability ceased toexist at that time. On August 31, 2021, thefair value of the derivative liability wasremeasured using a Black-Scholes optionpricing model and determined to be$2,185,185. The change in fair value of thederivative through August 31, 2021, wasrecognized as a gain on change in fair valueof derivatives of $2,759,718 and $2,867,749for the three and six months ended October31, 2021, respectively, and the remainingvalue of the derivative of $2,185,185 wasreclassified to additional paid-in capital aspart of shareholders’ equity during the threemonths ended October 31, 2021 due to therelated party nature of the transaction.

There were no outstanding borrowings fromthis related party as of October 31, 2021.Interest expense related to this related partyfor the three months ended October 31, 2021and 2020 amounted to $22,495 and$144,085, respectively. Interest expenserelated to this related party for six monthsended October 31, 2021 and 2020 amountedto $78,728 and $316,549, respectively.Accrued interest due to this related party asof October 31, 2021 and April 30, 2021amounted to $821,925 and $747,636,respectively.

per annum and due in full on September 15, 2021.In connection with the loan, the Company issuedwarrants to the related party lender to purchase125,000 shares of the Company’s common stock atan exercise price of $0.001 per share. The warrantsvested immediately and have a contractual life of 10years. The note was discounted by $70,130 allocatedfrom the valuation of the warrants issued. Thediscount recorded on the note is being amortizedthrough the maturity date, which amounted to$43,615 and zero for the years ended April 30, 2021and 2020, respectively, and is recorded inamortization of debt discount on the statement ofoperations. As of April 30, 2021, the remainingdiscount was $26,515.

On November 24, 2020, the Company entered intoa loan agreement with the same related party forborrowings of $300,000 bearing interest at 9.5%per annum and due in full on November 24, 2021.In connection with the loan, the Company issuedwarrants to the related party lender to purchase125,000 shares of the Company’s common stock atan exercise price of $0.001 per share. The warrantsvested immediately and have a contractual life of 10years. This note was discounted by $88,201 allocatedfrom the valuation of the warrants issued. Thediscount recorded on the note is being amortizedthrough the maturity date, which amounted to$37,939 and zero for the years ended April 30, 2021and 2020, respectively, and is recorded inamortization of debt discount on the statement ofoperations. As of April 30, 2021, the remainingdiscount was $50,262.

On December 3, 2020, Mont-Saic Investments LLC(“Mont-Saic”) entered into an Assignment andConveyance Agreement with 2490585 Ontario Inc.,the Company’s existing related party lender. Inconnection with the agreement, Mont-Saic sold itsfull right, title and interest in its outstanding notespayable amounting to $1,820,000, which consistedof a $1,700,000 note payable (see Note 6) and a$120,000 note payable (see Note 7), to 2490585Ontario Inc., along with the 1,216,560 shares ofcommon stock previously issued to Mont-Saic inconnection with the debt agreement and the rightsto receive the remaining 6,921,299 shares issuable.Subsequent to this point in time, the outstanding debtof $1,820,000 and all accrued interest is payable to2490585 Ontario Inc., and future interest will accrueat a rate of 9.5% per annum consistent with the ratebeing charged on their other outstanding debt. Thescheduled maturity date of the debt remainsunchanged and is due June 1, 2021. As of April 30,2021, there remain 6,921,299 shares issuable relatedto this note.



Total outstanding borrowings from this related partyas of April 30, 2021 and 2020 amounted to$6,220,000 and $2,100,000, respectively. Theoutstanding amount is net of total discounts of$76,777 for a net book value of $6,143,223 as ofApril 30, 2021.

Interest expense related to this related party for theyear ended April 30, 2021 and 2020 amounted to$608,668 and $171,918, respectively. Accruedinterest due to the related party amounted to$747,636 and $138,967 as of April 30, 2021 and2020, respectively.

On March 25, 2021, the Company entered into aloan agreement with a different related party forborrowings of $1,000,000 bearing interest at 1%per annum and due in full on April 25, 2021. TheCompany repaid the loan in full at maturity and therewere no outstanding borrowings as of April 30, 2021.



6 Months Ended 12 Months EndedCONVERTIBLE NOTESPAYABLE Oct. 31, 2021 Apr. 30, 2021

Debt Disclosure [Abstract]CONVERTIBLE NOTESPAYABLE


On August 6, 2021, the Company consummated the closing(the “Closing”) of a private placement offering (the “Offering”)pursuant to the terms and conditions of that certain SecuritiesPurchase Agreement, dated as of August 6, 2021 (the “PurchaseAgreement”), between the Company and certain accreditedinvestors (the “Purchasers”). At the Closing, the Company soldto the Purchasers (i) 8% Senior Convertible Notes (the“Convertible Notes”) in an aggregate principal amount of$11,000,000 and (ii) warrants to purchase up to 7,333,334shares of common stock of the Company (the “Warrants” andtogether with the Convertible Notes, the “Securities”). TheCompany received an aggregate of $11,000,000 in grossproceeds from the Offering, before deducting offering expensesand commissions.

The Convertible Notes mature on August 6, 2022 (the“Maturity Date”) and bear interest at 8% per annum payableon each conversion date (as to that principal amount then beingconverted), on each redemption date as well as mandatoryredemption date (as to that principal amount then beingredeemed) and on the Maturity Date, in cash. The ConvertibleNotes are convertible into shares of the Company’s commonstock at any time following the date of issuance and prior toMandatory Conversion (as defined in the Convertible Notes) atthe conversion price equal to the lesser of: (i) $3.00, subjectto adjustment set forth in the Convertible Notes and (ii) inthe case of an uplist to the NASDAQ, the Uplist ConversionPrice (as defined in the Convertible Notes) of the Company’scommon stock during the two Trading Day (as defined in theConvertible Notes) period after each conversion date; provided,however, that at any time from and after December 31, 2021or an Event of Default (as defined in the Convertible Notes),the holder of the Convertible Notes may, by delivery of writtennotice to the Company, elect to cause all, or any part, of theConvertible Notes to be converted, at any time thereafter, eachan “Alternate Conversion”, pursuant to the Section 4(f) of theConvertible Notes, all, or any part of, the then outstandingaggregate principal amount of the Convertible Notes into sharesof Common Stock at the Alternate Conversion price. TheConvertible Notes rank pari passu with all other notes now orthereafter issued under the terms set forth in the ConvertibleNotes. The Convertible Notes contain certain price protectionprovisions providing for adjustment of the number of sharesof common stock issuable upon conversion of the ConvertibleNotes in case of certain future dilutive events or stock-splits anddividends.

The Warrants are exercisable for five years from August 6,2021, at an exercise price equal to the lesser of $3.00 or

NOTE 6: CONVERTIBLENOTES PAYABLE

On June 1, 2019, the Companyentered into a convertible notepayable agreement with Mont-Saic Investments LLC (“Mont-Saic”) which provided forborrowings of $1,700,000 bearinginterest at a rate of 12.6% perannum. All outstanding amountswere due on the maturity date 360days after the loan issue date. TheCompany may repay up to 50%of the outstanding balance on theloan prior to the maturity date attheir discretion. The outstandingprincipal and accrued interest areconvertible into shares of theCompany’s common stock at anytime at the option of thedebtholder at a conversion priceequal to 75% of the lowest closingprice of the common stock asdefined in the agreement.

The convertible note payableagreement, as amended onSeptember 11, 2019, also providedMont-Saic with a warrant givingthem the right to acquire 33% ofthe outstanding shares of SBL ona fully-diluted basis for noconsideration up through one yearafter the maturity date. OnSeptember 16, 2019, Mont-Saicand Slinger Bag Inc. entered intoa warrant assignment andconveyance agreement whichupdated Mont-Saic’s right toacquire 33% of the outstandingcommon stock shares of SBL toSlinger Bag Inc. The allocatedvalue of the warrant of$1,492,188 was recorded as adiscount to the outstanding notebalance. On May 6, 2020, theCompany issued 1,216,560 sharesof common stock as partialsatisfaction of the shares issuable.


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a 20% discount to the public offering price that a share ofthe Company’s common stock or unit (if units are offered) isoffered to the public resulting in the commencement of tradingof the Company’s common stock on the NASDAQ, New YorkStock Exchange or NYSE American. The Warrants containcertain price protection provisions providing for adjustment ofthe amount of securities issuable upon exercise of the Warrantsin case of certain future dilutive events or stock-splits anddividends.

The Company evaluated the Warrants and the conversionoptions under the guidance in ASC 815 and determined theyrepresent derivative liabilities given the variability in theexercise and conversion prices upon the event of an up listto the NASDAQ. The Company also evaluated the otherembedded features in the agreement and determined the interestmake-whole provision and the subsequent financingredemption represent put features that are also accounted foras derivative liabilities. The derivative liabilities are marked tomarket at the end of each reporting period with the non-cashgain or loss recorded in the period as a gain or loss on derivative(see Note 3).

The Warrants were valued at $12,026,668 on the date ofissuance using a Monte Carlo simulation that accounted for thevariability in the exercise price upon the event of an up listbased on the Company’s expected future stock prices over thefive-year term using inputs in line with those listed in Note3. The remaining derivatives were valued at $1,862,450 onthe issuance date based on the present value of their weightedaverage probability value.

As part of the issuance of the Convertible Notes, the Companyincurred and capitalized debt issuance costs of $800,251 relatedto brokerage and legal fees that met the debt issuance costcapitalization criteria of ASC 835. The total discount related tothe Convertible Notes on the date of issuance of $14,689,369exceeded their value, which resulted in the Companyrecognizing a $3,689,369 loss on the issuance of theConvertible Notes during the three months ended October 31,2021. The discount on the Convertible Notes will be amortizedthrough the maturity date on a straight-line basis. Amortizationof the debt discount during the three and six months endedOctober 31, 2021 was $2,627,778, which was recorded inamortization of debt discounts in the accompanyingconsolidated statements of operations.

The fair value of the derivative liability was $14,074,568 asof October 31, 2021, and the Company recognized a loss onchange in fair value of $185,450 for the three and six monthsended October 31, 2021.

Total outstanding borrowings related to the Convertible Notesas of October 31, 2021 were $11,000,000. The outstandingamount is net of total discounts of $8,372,222 for a net bookvalue of $2,627,778 as of October 31, 2021. Interest expenserelated to the Convertible Notes for the three and six monthsended October 31, 2021 was $210,222.

On June 1, 2020, the Companyand Mont-Saic entered into anamendment to the convertible notepayable agreement to eliminatethe conversion right contained inthe original agreement and extendthe maturity date to June 1, 2021.

The Company evaluated theconversion option under theguidance in ASC 815-10,Derivatives and Hedging, anddetermined it to havecharacteristics of a derivativeliability. Under this guidance, thisderivative liability is marked-to-market at each reporting periodwith the non-cash gain or lossrecorded in the period as a gain orloss on derivatives. The value ofthe conversion option derivativeamounted to $566,667 as of theissuance date on September 11,2019, which was recorded as adiscount to the outstanding notebalance less $358,855representing the amount of theconversion option exceeding theface value of the note payablewhich was recorded immediatelyas interest expense, and aderivative liability. On June 1,2020, in connection with theelimination of the conversionoption, this derivative ceased toexist and the value of the derivateof $566,667 was recognized as aloss on extinguishment of debt onthe consolidated statements ofoperations for the year endedApril 30, 2021.

The combined discount relating tothe warrant and conversion optionwere amortized over the term ofthe agreement. Amortization ofdebt discounts during the yearended April 30, 2020 amounted to$1,493,939, and were recorded asamortization of debt discount inthe accompanying consolidatedstatements of operations. Theremaining $206,061 wasamortized during the year endedApril 30, 2021.

On December 3, 2020, Mont-Saicentered into an Assignment andConveyance Agreement with the



Company’s exiting related partylender wherein Mont-Saic sold itsfull right, title and interest in itsoutstanding notes payableamounting to $1,820,000, whichconsisted of the $1,700,000 notepayable and the $120,000 notepayable (see Note 7), to theCompany’s related party lender,along with the 1,216,560 shares ofcommon stock previously issuedto Mont-Saic in connection withthe debt agreement and the rightsto receive the remaining6,921,299 shares issuable (seeNote 5).

On November 20, 2019, theCompany entered into aconvertible note payableagreement for borrowings of$125,000 bearing interest at 12%per annum. All outstandingborrowings and accrued interestwere due on November 20, 2020.The outstanding principal andaccrued interest are convertibleinto shares of the Company’scommon stock at any time at theoption of the debtholder at aconversion price equal to 70% ofthe lowest closing price of thecommon stock as defined in theagreement. On March 2, 2020, theholder elected to convert theoutstanding principal of $125,000and accrued interest of $4,274 into369,354 shares of the Company’scommon stock in accordance withthe terms in the agreement.

The Company evaluated theconversion option under theguidance in ASC 815-10,Derivatives and Hedging, anddetermined it to havecharacteristics of a derivativeliability. Under this guidance, thisderivative liability is marked-to-market at each reporting periodwith the non-cash gain or lossrecorded in the period as a gain orloss on derivatives. The value ofthe conversion option derivativeamounted to $53,571 as of theissuance date on November 20,2019, which was initially recordedas a discount to the outstandingnote balance and a derivative



liability. The discount of $53,571was fully amortized during theyear ended April 30, 2020 uponthe conversion of the outstandingnote payable balance. Uponconversion of the note payablebalance, the derivative liabilityamount of $53,571 wasreclassified as additional paid-incapital as part of shareholders’equity.

On February 11, 2020, theCompany entered into aconvertible note payableagreement for borrowings of$125,000 bearing interest at 12%per annum. All outstandingborrowings and accrued interestare due on February 11, 2021. Theoutstanding principal and accruedinterest are convertible into sharesof the Company’s common stockat any time at the option of thedebtholder at a conversion priceequal to 70% of the lowest closingprice of the common stock asdefined in the agreement.

The Company evaluated theconversion option under theguidance in ASC 815-10,Derivatives and Hedging, anddetermined it to havecharacteristics of a derivativeliability. Under this guidance, thisderivative liability is marked-to-market at each reporting periodwith the non-cash gain or lossrecorded in the period as a gain orloss on derivatives. The value ofthe conversion option amounted to$53,571 as of the issuance date onFebruary 11, 2020, which wasinitially recorded as a discount tothe outstanding note balance anda derivative liability. The discountwas being amortized over the termof the agreement.

On September 4, 2020, theCompany and the convertible debtholder entered into an agreementto convert the outstandingconvertible note payable balanceof $125,000 and accrued interestof $8,466 into 300,000 shares ofthe Company’s common stock.Under the guidance in ASC



470-20-40-16, the Companyrecognized an expense at theconversion date equal to the fairvalue of the shares transferredafter the change in terms, less thefair value of securities issuableunder the original conversionterms. The excess in value, whichamounted to $51,412 wasrecorded as an induced conversionloss in the consolidated statementsof operations during the yearended April 30, 2021.

At the time of the conversion, theremaining debt discount was fullyamortized and the derivativeliability amount of $53,571 wasreclassified as additional paid-incapital as part of shareholders’equity. Amortization of debtdiscounts during the year endedApril 30, 2021 and 2020 was$42,872 and $10,699,respectively, and was recorded asamortization of debt discount inthe accompanying consolidatedstatements of operations. Theunamortized discount balanceamounted to zero and $42,872 asof April 30, 2021 and 2020,respectively.

Total outstanding principal ofconvertible notes payable at April30, 2021 and 2020 amounted tozero and $1,825,000, respectively.The outstanding balances arenetted with debt discounts at April30, 2021 and 2020 of zero and$248,933, respectively.



6 Months Ended 12 Months EndedNOTE PAYABLE Oct. 31, 2021 Apr. 30, 2021Debt Disclosure [Abstract]NOTE PAYABLE NOTE 7: NOTE PAYABLE

On April 15, 2021, the Company entered into a$2,000,000 note payable (the “Note”). The Note maturesApril 14, 2023 and bears interest at fifteen percent (15%)per year. The Company pays interest at maturity, at whichtime all principal and unpaid interest is due.

The Note is collateralized by all business assets, includingpatents, trademarks and other intellectual property. It isalso collateralized by the ownership of Slinger BagAmericas, Slinger Bag Canada, SBL, and Slinger BagUK.

In connection with the Note, the Company issued2,200,000 warrants with an exercise price of $0.25. Theexercise price has customary anti-dilution protection forstock splits, mergers, etc. Additionally, the warrantscontain a stipulation that the Company will guarantee thevalue of the shares sold will be no less, on average, than$1.50 per share through April 15, 2023. If the averagevalue of the shares sold is less than $1.50 per share, theCompany will issue additional shares of common stockto compensate for the shortfall, which could result in aninfinite number of shares being required to be issued.

The Company evaluated the warrants and the profitguarantee under the guidance in ASC 815 and determinedthey represent a derivative liability given the profitguarantee represents a make-whole provision that is notseparated from the host instrument. The derivativeliability is marked to market at the end of each reportingperiod with the non-cash gain or loss recorded in theperiod as a gain or loss on derivative (see Note 3).

On August 6, 2021, the Company used the net proceedsfrom the issuance of the Convertible Notes (see Note 6)to pay 100% of the outstanding principal and accruedinterest of the Note.

Amortization of the debt discount related to the Noteduring the three and six months ended October 31, 2021was $1,291 and $11,228, respectively, which wasrecorded in amortization of debt discounts in theaccompanying consolidated statements of operations. Onthe date the Note was paid off the unamortized debtdiscount balance of $1,978,295 was recognized as a losson extinguishment of debt during the three months endedOctober 31, 2021.

On August 6, 2021, the Note payable holder exercisedits right to convert its 2,200,000 outstanding warrants


On March 16, 2020, the Companyentered into a promissory note payablewhereby the Company borrowed$500,000 bearing interest at 12% perannum. Interest on the note is payablemonthly and outstanding principal onthe note is due in full on March 16,2022.

In connection with the promissory notepayable on March 16, 2020, theCompany issued warrants to purchase500,000 shares of the Company’scommon stock at an exercise price equalto a 40% discount of the market priceof the Company’s stock, as defined inthe agreement. The warrants expire onMarch 16, 2022 and are fully vestedupon issuance. The note was discountedby $112,990 based on an allocation ofthe value of the warrants issued. Thediscount recorded on the note wasamortized into amortization of debtdiscount through the maturity date,which amounted to $35,542 and $6,965for years ended April 30, 2021 and2020, respectively.

On December 15, 2020, the debt holderagreed to convert the outstanding notepayable of $500,000 into 500,000shares of the Company’s common stockas full settlement of the promissory notepayable. Accrued interest on the notewas paid in cash. As a result of thissettlement, the Company recognized theunamortized debt discount of $70,483as a loss on extinguishment of debt onthe consolidated statements ofoperations during the year ended April30, 2021.

On June 30, 2020, the Company enteredinto a loan agreement with Mont-Saicto borrow $120,000. This loan bearsinterest at an annual rate of 12.6% andis required to be repaid in full, togetherwith all accrued, but unpaid, interest byJune 30, 2021. On December 3, 2020,Mont-Saic entered into an Assignmentand Conveyance Agreement with the


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into shares of common stock of the Company. At theconversion date the Note payable holder also agreed tocancel the guarantee that the value of the shares soldwill be no less, on average, than $1.50 per share throughApril 15, 2023. In connection with the elimination ofthe profit guarantee the derivative liability ceased to existat that time. On August 6, 2021, the fair value of thederivative liability was remeasured using a Black-Scholesoption pricing model and determined to be $6,569,353.The change in fair value of the derivative through August6, 2021, was recognized as a gain on change in fair valueof derivatives of $1,788,123 and $6,014,245 for the threeand six months ended October 31, 2021, respectively,and the remaining value of the derivative of $6,569,353was reclassified to additional paid-in capital as part ofshareholders’ equity during the three months endedOctober 31, 2021 due to the related party nature of thetransaction.

There were no outstanding borrowings related to the Noteas of October 31, 2021. Interest expense related to theNote for the three and six months ended October 31, 2021amounted to $30,000 and $106,667, respectively.

Company’s exiting related party lenderwherein Mont-Saic sold its full right,title and interest in this note to theCompany’s related party lender (seeNote 5).

On December 24, 2020, the Companyentered into a promissory note with athird-party to borrow $1,000,000. Thepromissory note bore interest at 2.25%and was due February 8, 2021. OnFebruary 2, 2021, the Company and thethird-party entered into an amendmentto extend the promissory note to April30, 2021.

On April 11, 2021, the Company andthe lender entered into an agreementwhereby the lender converted thepromissory note into 272,332 shares ofCompany stock, which were issued tothe lender at a 20% discount from theclosing price of the stock on the dayprior to the conversion. In addition tothe discount, the agreement contains aguarantee that the aggregate gross salesof the shares by the lender will be noless than $1,500,000 over the next threeyears and if the aggregate gross salesare less than $1,500,000 the Companywill issue additional shares of commonstock to the lender for the differencebetween the total gross proceeds and$1,500,000, which could result in aninfinite number of shares being requiredto be issued.

The Company evaluated the conversionoption of the note payable to sharesunder the guidance in ASC 815-40,Derivatives and Hedging, anddetermined the conversion optionqualified for equity classification. TheCompany also evaluated the profitguarantee under ASC 815, Derivativesand Hedging, and determined it to bea make-whole provision, which is anembedded derivative within the hostinstrument. As the economiccharacteristics are dissimilar to the hostinstrument, the profit guarantee wasbifurcated from the host instrument andstated as a separate derivative liability,which is marked to market at the end ofeach reporting period with the non-cashgain or loss recorded in the period as again or loss on derivative.



On the date of conversion, the Companyrecognized a $1,501,914 loss onextinguishment of debt, whichrepresented the difference between thepromissory note and the fair value ofthe shares issued of $1,250,004, whichwere recorded in shares issued inconnection with conversion of notepayable within shareholders’ equity, aswell as the derivative liability of$1,251,910, which was valued using aBlack-Scholes option pricing model.

The fair value of the derivative liabilitywas $1,229,851 as of April 30, 2021,and the Company recognized a gain onchange in fair value of $22,059 for theyear ended April 30, 2021.

On April 15, 2021, the Companyentered into a $2,000,000 note payable(the “Note”). The Note matures April14, 2023 and bears interest at fifteenpercent (15%) per year. The Companypays interest at maturity, at which timeall principal and unpaid interest is due.

The Note is collateralized by allbusiness assets, including patents,trademarks and other intellectualproperty. It is also collateralized by theownership of Slinger Bag Americas,Inc., Slinger Bag Canada, Inc., SlingerBag Limited, and Slinger BagInternational (UK) Limited.

In connection with the Note, theCompany issued 2,200,000 warrantswith an exercise price of $0.25. Theexercise price has customary anti-dilution protection for stock splits,mergers, etc. Additionally, the warrantcontains a stipulation that the Companywill guarantee the value of the sharessold will be no less, on average, than$1.50 per share through April 15, 2023.If the value is less than $1.50, theCompany will issue additional shares ofcommon stock to compensate for theshortfall, which could result in aninfinite number of shares being requiredto be issued.

The Company evaluated the warrantsand the profit guarantee under theguidance in ASC 815-40, Derivativesand Hedging, and determined theyrepresent a derivative liability given the



profit guarantee represents a make-whole provision that is not separatedfrom the host instrument. The derivativeliability is marked to market at the endof each reporting period with the non-cash gain or loss recorded in the periodas a gain or loss on derivative.

The fair value of the derivative liabilityon the date of the execution of the Notewas valued using a Black-Scholesoption pricing model at $14,501,178,which was first allocated as a discountto the Note payable of $2,000,0000,which will be amortized using theeffective interest method over theremaining term of the Note, with theremainder of the value of $12,501,178recorded as interest expense.

Amortization of debt discounts duringthe year ended April 30, 2021 was$10,477, which was recorded asamortization of debt discount in theaccompanying consolidated statementsof operations. The unamortizeddiscount balance amounted to$1,989,523 as of April 30, 2021.

The fair value of the derivative liabilitywas $12,583,598 as of April 30, 2021,and the Company recognized a gain onchange in fair value of $1,917,580 forthe year ended April 30, 2021.



6 Months EndedNOTE RECEIVABLE Oct. 31, 2021Receivables [Abstract]NOTE RECEIVABLE NOTE 8: NOTE RECEIVABLE

On July 21, 2021, the Company entered into a Convertible Loan Agreement with PlaySightInteractive Ltd (the “Borrower”) wherein the Company granted the Borrower a $2,000,000 line ofcredit with a six-month maturity date. Any borrowings under the line of credit bear interest at arate of 15% per annum.

On July 26, 2021, the Company issued $300,000 to the Borrower under the line of credit. OnAugust 26, 2021 and October 5, 2021, the Company issued an additional $700,000 and $400,000,respectively, to the Borrower under the line of credit.

As of October 31, 2021, the total note receivable balance was $1,400,000. Interest income relatedto the note receivable for the three and six months ended October 31, 2021 amounted to $34,602and $35,219, respectively, which is included in interest expense, net on the consolidated statementof operations.


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6 Months Ended 12 Months EndedRELATED PARTYTRANSACTIONS Oct. 31, 2021 Apr. 30, 2021

Related Party Transactions[Abstract]RELATED PARTYTRANSACTIONS

NOTE 9: RELATED PARTYTRANSACTIONS

In support of the Company’s efforts and cashrequirements, it may rely on advances fromrelated parties until such time that the Companycan support its operations or attain adequatefinancing through sales of its equity or traditionaldebt financing. There is no formal writtencommitment for continued support by officers,directors, or shareholders. Amounts representadvances, amounts paid in satisfaction ofliabilities, or accrued compensation that has beendeferred. The advances are considered temporaryin nature and have not been formalized by apromissory note.

Amounts due to related parties were $1,210,805and $1,283,464 as of October 31, 2021 and April30, 2021, respectively, which represented unpaidsalaries, bonuses and reimbursable expenses dueto officers of the Company.

The Company had outstanding notes payable ofzero and $6,220,000 and accrued interest of$821,925 and $747,636 due to a related partyas of October 31, 2021 and April 30, 2021,respectively (see Note 5).

The Company recognized net sales of $240,314and $304,209 during the six months endedOctober 31, 2021 and 2020, respectively, to arelated party. As of October 31, 2021 and April30, 2021 the related party had outstandingaccounts receivable of $30,315 and $86,956,respectively.

NOTE 8: RELATED PARTYTRANSACTIONS

In support of the Company’s efforts and cashrequirements, it may rely on advances fromrelated parties until such time that the Companycan support its operations or attain adequatefinancing through sales of its equity or traditionaldebt financing. There is no formal writtencommitment for continued support by officers,directors, or shareholders. Amounts representadvances, amounts paid in satisfaction ofliabilities, or accrued compensation that has beendeferred. The advances are considered temporaryin nature and have not been formalized by apromissory note.

As of April 30, 2021 and 2020, amounts due torelated parties were $1,283,464 and $377,106,respectively, which represented unpaid salariesand bonuses and reimbursable expenses due toofficers of the Company.

The Company has outstanding notes payable of$6,220,000 and $2,100,000 and accrued interestof $747,636 and $138,967 due to a related partyas of April 30, 2021 and 2020, respectively (seeNote 5).

The Company recognized net sales of $615,584during the year ended April 30, 2021, to a relatedparty. As of April 30, 2021, the related partyhad accounts receivable due to the Company of$86,956. There were no sales to this related partyduring the year ended April 30, 2020.


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6 Months Ended 12 Months EndedSHAREHOLDERS’EQUITY (DEFICIT) Oct. 31, 2021 Apr. 30, 2021

Equity [Abstract]SHAREHOLDERS’ EQUITY(DEFICIT)

NOTE 10: SHAREHOLDERS’ EQUITY

Common Stock Transactions During the SixMonths Ended October 31, 2021

On May 26, 2021, the Company issued1,636,843 shares of its common stock for theconversion of related party notes payable (seeNote 5). The fair value of the common stockwas $6,220,003.

On June 23, 2021, the Company issued540,000 shares of its common stock as partialconsideration for the acquisition ofFoundation Sports (see Note 4). The fair valueof the total shares of common stock to beissued related to the acquisition was$3,550,000.

On July 6, 2021, the Company issued 50,215shares of its common stock to two employeesas compensation for services rendered in lieuof cash, which resulted in $187,803 in share-based compensation expense during the threemonths ended July 31, 2021.

On July 11, 2021, the Company issued 18,750shares of its common stock to a vendor ascompensation for marketing and otherservices rendered, which resulted in $16,875of operating expenses during the three monthsended July 31, 2021.

During the three months ended July 31, 2021,the Company granted an aggregate total of90,937 shares of its common stock and equityoptions to purchase up to 60,000 shares(which are now expired) to six new brandambassadors as compensation for services.The expense related to the issuance of theshares and equity options is being recognizedover the service agreements, similar to thewarrants and equity options issued to the fourother brand ambassadors in the prior year.During the three and six months endedOctober 31, 2021, the Company recognized$278,757 and $747,428 of operating expensesrelated to the shares, warrants and equityoptions granted to brand ambassadors.

On August 6, 2021, the Note payable holder(see Note 7) exercised its right to convert its

NOTE 9: SHAREHOLDERS’ DEFICIT

Common Stock

The Company has 300,000,000 shares of commonstock authorized with a par value of $0.001 pershare. As of April 30, 2021 and 2020, the Companyhad 27,642,828 and 24,749,354 shares of commonstock issued and outstanding, respectively.

Equity Transactions During Year Ended April 30,2020

On March 2, 2020, the Company issued 369,354shares of common stock for the conversion of anoutstanding convertible note payable of $125,000and accrued interest of $4,274. Upon conversion ofthe note payable balance, the derivative liability of$53,571 related to the convertible note payable wasreclassified as additional paid-in capital as part ofshareholders’ equity.

The purchase price of $332,239 under the StockPurchase Agreement (see Note 1), which resulted inshares of Lazex being acquired by the shareholderof SBL, was paid by SBL on behalf of theshareholder. The amount has been recorded as adistribution to shareholder and therefore isclassified as a reduction of additional paid-incapital.

In connection with the Stock Purchase Agreement(see Note 1), net liabilities of $15,289 wereforgiven by the previous majority shareholder ofthe Company, which was recorded as an increase toadditional paid-in capital.

On March 16, 2020, the Company issued warrantsvalued at $112,990 in connection with a notepayable (see Note 7), which increased additionalpaid-in capital.

Equity Transactions During Year Ended April 30,2021

On May 6, 2020, the Company issued 1,216,560shares of its common stock to Mont-Saic as partialsatisfaction of the shares issuable under aconvertible note payable agreement.

On May 15, 2020, the Company issued 243,800shares of its common stock to a vendor ascompensation for business advisory services


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2,200,000 outstanding warrants into shares ofcommon stock of the Company.

On August 6, 2021, the Company’s relatedparty lender exercised its right to convert its2,750,000 outstanding warrants and6,921,299 common shares issuable into9,671,299 shares of common stock of theCompany.

On October 11, 2021, the Company issued18,750 shares of its common stock to a vendoras compensation for marketing and otherservices rendered, which resulted in $16,875of operating expenses during the three monthsended October 31, 2021.

Warrants Issued During the Six Months EndedOctober 31, 2021

On October 28, 2020, the Company granted400,000 warrants to a service provider foradvertising services over the next year. Thewarrants have an exercise price of $0.75 pershare, a contractual life of 10 years from thedate of issuance, and vest quarterly over a yearfrom the grant date. The warrants were valuedusing a Black-Scholes option pricing model onthe grant date and the expense related to theissuance of the warrants is being recognizedover the service agreement. The Companyrecognized $105,457 and $214,552 ofoperating expenses related to this agreementduring the three and six months ended October31, 2021.

On October 29, 2020, the Company and thethree members of its advisory board enteredinto agreements whereby each member willreceive an aggregate number of warrants eachquarter equal to $7,500 divided by the averageclosing price of the Company’s stock for thefive days prior to the Company’s most recentlycompleted fiscal quarter. The warrants vestquarterly, have an exercise price of $0.001 pershare and a contractual life of 10 years fromthe date of issuance. During the six monthsended October 31, 2021, 11,613 warrants wereissued under these agreements. The warrantswere valued using a Black-Scholes optionpricing model on the grant date, whichresulted in operating expenses of $22,085 and$45,998 during the three and six months endedOctober 31, 2021.

On August 6, 2021, in connection with theConvertible Notes issuance (see Note 6) the

performed, which resulted in $65,826 of generaland administrative expenses for the year endedApril 30, 2021.

On September 4, 2020, the Company issued300,000 shares of its common stock for theconversion of a convertible note payable (see Note6). The fair value of the common stock was$238,449.

On October 8, 2020, the Company issued 100,000shares of its common stock to a vendor ascompensation for business advisory servicesperformed, which resulted in $114,000 of operatingexpenses for the year ended April 30, 2021.

On October 28, 2020, the Company granted400,000 warrants to a service provider foradvertising services over the next year. Thewarrants have an exercise price of $0.75 per share,a contractual life of 10 years from the date ofissuance, and vest quarterly over a year from thegrant date. The warrants were valued using a Black-Scholes option pricing model and the expenserelated to the issuance of the warrants is beingrecognized over the service agreement. TheCompany recognized $221,826 of operatingexpenses related to this agreement during the yearended April 30, 2021.

On October 29, 2020, the Company and the threemembers of its advisory board entered intoagreements whereby each member will receive anaggregate number of warrants each quarter equalto $7,500 divided by the average closing price ofthe Company’s stock for the five days prior to theCompany’s most recently completed fiscal quarter.The warrants vest quarterly, have an exercise priceof $0.001 per share and a contractual life of 10years from the date of issuance. 43,107 warrantswere issued under these agreements during the yearended April 30, 2021. The warrants were valuedusing a Black-Scholes option pricing model, whichresulted in operating expenses of $48,502 duringthe year ended April 30, 2021.

On November 24, 2020 and on January 11, 2021,the Company issued 46,087 and 100,000 shares ofits common stock, respectively, to two vendors ascompensation for marketing and other advisoryservices. The Company also issued 55,945 sharesof its common stock on November 24, 2020 to athird-party vendor as full settlement of payablesof $30,000 related to consulting services, whichresulted in a $25,278 loss on extinguishment ofdebt. The total fair value of the shares issued relatedto these transactions was $198,386, of which$39,750 was recognized in prepaids and otherassets and will be recognized over the period that



Company issued warrants to purchase up to7,333,334 shares of common stock of theCompany to the Purchasers.

On August 6, 2021, in connection with theConvertible Notes issuance the Company alsogranted the lead placement agent for theOffering 266,667 warrants that are exercisablefor five years from August 6, 2021, at anexercise price of $3.30 (subject to adjustmentas set forth in the Convertible Notes per theterms of the agreement) and are vestedimmediately. The warrants were valued usinga Black-Scholes option pricing model on thegrant date and the Company recognized$376,000 of operating expenses related tothem during the three months ended October31, 2021.

On September 3, 2021, the Company grantedan aggregate total of 10,100,000 warrants tokey employees and officers of the Company ascompensation. The warrants have an exerciseprice of $0.001 per share for 10,000,000 ofthe warrants and $3.42 for 100,000 of thewarrants, a contractual life of 10 years fromthe date of issuance and are vestedimmediately upon grant. The warrants werevalued using a Black-Scholes option pricingmodel on the grant date and the Companyrecognized $32,381,309 of share-basedcompensation expense related to them duringthe three months ended October 31, 2021.

the related services are rendered. As of April 30,2021, there was $26,500 in prepaids related to thesetransactions and the remaining $146,608 wasrecognized as operating expenses for the year endedApril 30, 2021.

On November 10, 2020, the Company issued35,000 shares of common stock as partial paymentfor the purchase of the Slinger trademark. Thecommon stock had a fair value of $35,351 on thedate of issuance, which has been capitalized as anintangible asset on the balance sheet.

On December 15, 2020, the Company issued500,000 shares of common stock as full paymentof its $500,000 note payable to a third party (seeNote 7). The fair value of the shares issued was$500,000.

On April 11, 2021, the Company issued 272,332shares of its common stock for the conversion ofa note payable (see Note 7). The fair value of theshares issued was $1,250,004.

On April 11, 2021 and on April 13, 2021, theCompany issued 18,750 and 5,000 shares of itscommon stock to two vendors as compensation formarketing and advisory services, which resulted inan operating expense of $43,294 for the year endedApril 30, 2021.

During the three months ended April 30, 2021, theCompany granted an aggregate total of 60,000warrants and equity options for 12,000 shares(which have all expired unexercised) to four of itsbrand ambassadors as compensation. The warrantshave an exercise price of $0.001 per share, acontractual life of 10 years from the date ofissuance and are vested immediately upon grantand the shares had a 90 day exercise period at a50% discount on the stock price. The warrants andshares were valued using a Black-Scholes optionpricing model and the expense related to theissuance of the warrants and equity options is beingrecognized over the service agreements. TheCompany recognized $59,838 and $98,457 ofoperating expenses related to the warrant and equityoptions, respectively, during the year ended April30, 2021.

Common Stock Issuable

As discussed in Note 6, on September 16, 2019,the Company entered into a warrant assignment andconveyance agreement with Mont-Saic, pursuant towhich the Company allows Mont-Saic to acquire33% of the outstanding common stock shares ofthe Company on a fully-diluted basis for no



consideration. The allocated value of the warrantamounted to $1,492,188 was reflected as additionalpaid-in capital during the year ended April 30,2020.

There were 8,137,859 shares of common stock thatwere issuable under this agreement and as of April30, 2020 none of the shares had been issued. As ofApril 30, 2021, 1,216,560 shares have been issuedand the remaining 6,921,299 continue to be issuableto a related party.

Warrants Issued for Compensation

On April 30, 2020, the Company granted anaggregate total of 12,500,000 warrants to keyemployees and officers of the Company ascompensation. The warrants have an exercise priceof $0.001 per share, a contractual life of 10 yearsfrom the date of issuance and are vestedimmediately upon grant. The warrants granted ascompensation during the year ended April 30, 2020were valued using a Black-Scholes option pricingmodel. The total share-based compensationexpense related to the issuance of the warrantsamounted to $3,741,746.

On February 9, 2021, the Company issued6,000,000 warrants to key employees and officersof the Company as a performance bonus. Thewarrants have an exercise price of $0.001 per sharefor non-U.S. warrant holders (1,500,000 warrants)and an exercise price of $3.94, which is equal tothe closing price of the Company’s common stockon the grant date, for U.S. warrant holders. Thewarrants were valued using a Monte Carlosimulation with the key inputs as of 4/30/20 beingthe executives’ three-year agreement term, theCompany’s $100 million market capitalizationthreshold being achieved, a risk free rate of 0.76%,and a stock price volatility of 63% because thewarrant grant was contingent on a market conditionbeing achieved. The Company recognized $70,997of share-based compensation related to theseawards during the year ended April 30, 2021.



6 Months Ended 12 Months EndedCOMMITMENTS ANDCONTINGENCIES Oct. 31, 2021 Apr. 30, 2021

Commitments andContingencies Disclosure[Abstract]COMMITMENTS ANDCONTINGENCIES

NOTE 11: COMMITMENTS ANDCONTINGENCIES

Leases

The Company leases its office space under short-term leases with terms under a year. Total rentexpense for the three months ended October 31,2021 and 2020 amounted to $5,150 and $2,100,respectively. Total rent expense for the sixmonths ended October 31, 2021 and 2020amounted to $6,550 and $4,200, respectively.

Contingencies

From time to time, the Company may becomeinvolved in legal proceedings arising in theordinary course of business. The Company is notpresently a party to any legal proceedings thatit currently believes would individually or takentogether have a material adverse effect on theCompany’s business or financial statements.

NOTE 10: COMMITMENTS ANDCONTINGENCIES

Leases

The Company leases office space under short-term leases with terms under a year. Total rentexpense for the year ended April 30, 2021 and2020 amounted to $8,400 and $2,800,respectively.

Contingencies

From time to time, the Company may becomeinvolved in legal proceedings arising in theordinary course of business. The Company is notpresently a party to any legal proceedings thatit currently believes would individually or takentogether have a material adverse effect on theCompany’s business or financial statements.


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12 Months EndedINTANGIBLE ASSET Apr. 30, 2021Goodwill and IntangibleAssets Disclosure [Abstract]INTANGIBLE ASSET NOTE 4: INTANGIBLE ASSET

On November 10, 2020, the Company entered into a Trademark Assignment Agreement to acquirethe “Slinger” trademark for $30,000 in cash, 35,000 shares of the Company’s common stock, andwarrants to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.50per share. The warrants vested immediately and have a contractual life of 10 years.

The common stock was valued at the closing stock price on November 10, 2020 and the warrantswere valued using a Black-Scholes option pricing model, for a fair value of $35,351 and $50,232,respectively.

The purchase price of the trademark was determined to be $115,583.


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12 Months EndedINCOME TAXES Apr. 30, 2021Income Tax Disclosure[Abstract]INCOME TAXES NOTE 11: INCOME TAXES

The Company does business in the US through its subsidiaries Slinger Bag Inc. and SlingerBag Americas. It also does business in Israel through SBL whose operations are reflected in theCompany’s consolidated financial statements. The Company’s operations in Canada and the UKwere immaterial for the years ended April 30, 2021 and 2020.

Net deferred tax assets from operations in the US, using an effective tax rate of 21%, consisted ofthe following:

April 30, April 30,2021 2020


The income tax provision differs from the amount of income tax determined by applying theapplicable statutory income tax rate to pretax loss due to the following for the years ended April30, 2021 and 2020:

April 30, April 30,2021 2020

Income tax benefit based on book loss at USstatutory rate $ (3,832,300) $ (1,273,000)

Share-based compensation and shares for services 188,100 786,000Debt discount amortization 79,100 15,000Related party accruals 127,800 79,000Start-up costs - 61,000Interest expense 2,630,000 41,000Meals and entertainment - 1,000Loss on extinguishment of debt 636,400 -Accrued payroll 215,400 -Gain on change in fair value of derivatives (407,300) -Other 1,500 -Valuation allowance 361,300 290,000Total income tax provision $ - $ -

The Company had net operating loss carryforwards of $3,032,000 and $1,424,000 as of April 30,2021 and 2020, respectively, which can be used to offset future taxable income in the US forthe years ended 2022 through 2041. Tax years that remain subject to examination are 2017 andforward.

Net deferred tax assets from operations in Israel, using an effective tax rate of 23%, consisted ofthe following:


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April 30, April 30,2021 2020


The income tax provision differs from the amount of income tax determined by applying theapplicable Israeli statutory income tax rate of 23% due to the following for the years ended April30, 2021 and 2020:

April 30, April 30,2021 2020

Income tax provision (benefit) based on bookincome (loss) at Israeli statutory rate $ 80,000 $ (728,000)


The Company had net operating loss carryforwards of approximately $774,000 and $1,671,000as of April 30, 2021 and 2020, respectively, which can be used to offset future taxable income inIsrael. All of the Company’s tax years since inception are open for examination.

The Company’s policy is to record interest and penalties on uncertain tax positions as incometax expense. There were no interest or penalties recognized in the accompanying consolidatedstatements of operations for the year ended April 30, 2021 or 2020.



12 Months EndedSUBSEQUENT EVENTS Apr. 30, 2021Subsequent Events[Abstract]SUBSEQUENT EVENTS NOTE 12: SUBSEQUENT EVENTS

On May 26, 2021, the Company and the related party lender entered into a note conversionagreement whereby the related party lender agreed to convert its total outstanding borrowings asof that date of $6,220,000 into 1,636,843 shares of the Company’s common stock. Per the termsof the note conversion agreement the accrued interest related to the debt was not converted intoshares and is still due to the related party. The note conversion agreement contains a guarantee thatthe aggregate gross sales of the shares by the related party will be no less than $6,220,000 over thenext three years and if the aggregate gross sales are less than $6,220,000 the Company will issueadditional shares of common stock to the related party for the difference between the total grossproceeds and $6,220,000.

On June 21, 2021, the Company entered into a membership interest purchase agreement (“MIPA”)with Charles Ruddy (the “Seller”) to acquire a 100% ownership stake in Foundation SportsSystems, LLC (“Foundation Sports”) in exchange for 1,000,000 shares of common stock of theCompany to be issued to the Seller and two other Foundation Sports employees in three tranches(the “Purchase Price”): (i) 600,000 shares of common stock on the closing date, 200,000 sharesof common stock on the first anniversary of the closing date and (iii) 200,000 shares of commonstock on the second anniversary of the closing date (collectively, the “Shares”), provided that 10%of the Shares of each tranche will be held back by the Company and not delivered to the recipientsfor a period of 12 months from the date of their issuance. The Shares are subject to a 12-monthlock-up from their date of delivery during which time they may not be offered or sold by the Selleror any other recipient thereof without the express written consent of the Company. On June 23,2021, the Company issued 540,000 shares of its common stock to the receipts under the MIPA,which consisted of 600,000 shares less a hold-back of 10% (i.e., 60,000 shares).

On July 21, 2021, the Company entered into a Convertible Loan Agreement with PlaySightInteractive Ltd (the Borrower) wherein the Company granted the Borrower a $2,000,000 line ofcredit with a six-month maturity date. Any borrowings under the line of credit bear interest at arate of 15% per annum. On July 26, 2021, the Company issued $300,000 to the Borrower underthe line of credit.

On July 23, 2021, the Company entered into a loan agreement with its related party lender forborrowings of $500,000. The loan is to be repaid within 30 days of receipt and shall bear interestat a rate of 12% per annum.

On August 2, 2021, the Company entered into a loan agreement with its related party lender forborrowings of $500,000. The loan is to be repaid within 30 days of receipt and shall bear interestat a rate of 12% per annum.

During the three months ended July 31, 2021, the Company issued 68,965 shares of its commonstock to one vendor and two employees as compensation for marketing and other servicesrendered.

During the three months ended July 31, 2021, the Company granted an aggregate total of 90,937shares of its common stock to six brand ambassadors as compensation for services.


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ACCOUNTING POLICIES(Policies)

Oct. 31, 2021 Apr. 30, 2021

Accounting Policies[Abstract]Interim Financial Statements Interim Financial Statements

The accompanying unaudited condensedconsolidated financial statements have beenprepared in accordance with accounting principlesgenerally accepted in the United States of America(“GAAP”) and based upon Securities andExchange Commission rules that permit reduceddisclosure for interim periods. For a more completediscussion of significant accounting policies andcertain other information, you should refer to thefinancial statements included in Slinger Bag Inc.’sAnnual Report on Form 10-K for the year endedApril 30, 2021. These financial statements reflectall adjustments that are necessary for a fairpresentation of results of operations and financialcondition for the interim periods shown, includingnormal recurring accruals and other items. Theresults for the interim periods are not necessarilyindicative of results for the full year.

Use of Estimates Use of Estimates

The preparation of consolidated financialstatements in conformity with GAAP requiresmanagement to make estimates and assumptionsthat affect the amounts reported in the financialstatements and accompanying notes. Accordingly,actual results could differ from those estimates.

Use of Estimates

The preparation of consolidated financialstatements in conformity with GAAP requiresmanagement to make estimates andassumptions that affect the amounts reportedin the financial statements and accompanyingnotes. Accordingly, actual results could differfrom those estimates.

Financial StatementReclassification


Certain prior year amounts have been reclassifiedin these consolidated financial statements toconform to current year presentation.


Certain prior year amounts have beenreclassified in these consolidated financialstatements to conform to current yearpresentation.

Cash and Cash Equivalents Cash and Cash Equivalents

The Company considers all highly liquidinvestments with an original maturity of threemonths or less when purchased to be cashequivalents. The majority of payments due frombanks for credit card transactions process within 24to 48 hours and are accordingly classified as cashand cash equivalents.


The Company considers all highly liquidinvestments with an original maturity of threemonths or less when purchased to be cashequivalents. The majority of payments duefrom banks for credit card transactions processwithin 24 to 48 hours and are accordinglyclassified as cash and cash equivalents.


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Accounts Receivable Accounts Receivable

The Company’s accounts receivable are non-interest bearing trade receivables resulting from thesale of products and payable over terms rangingfrom 15 to 60 days. The Company provides anallowance for doubtful accounts at the point whencollection is considered doubtful. Once allcollection efforts have been exhausted, theCompany charges-off the receivable with theallowance for doubtful accounts. The Company hadno allowance for doubtful accounts as of October31, 2021 or April 30, 2021.

Accounts Receivable

The Company’s accounts receivable are non-interest bearing trade receivables resultingfrom the sale of products and payable overterms ranging from 15 to 60 days. TheCompany provides an allowance for doubtfulaccounts at the point when collection isconsidered doubtful. Once all collectionefforts have been exhausted, the Companycharges-off the receivable with the allowancefor doubtful accounts. The Company had noallowance for doubtful accounts as of April30, 2021 or 2020.

Inventory Inventory

Inventory is valued at the lower of the cost(determined principally on a first-in, first-out basis)or net realizable value. The Company’s valuation ofinventory includes inventory reserves for inventorythat will be sold below cost and the impact ofinventory shrink. Inventory reserves are based onhistorical information and assumptions about futuredemand and inventory shrink trends. TheCompany’s inventory as of October 31, 2021consisted of $3,820,645 of finished goods,$3,441,456 of component and replacement parts,$1,566,330 of capitalized duty and freight, and a$250,000 inventory reserve. The Company’sinventory as of April 30, 2021 consisted of$1,591,826 of finished goods, $1,777,028 ofcomponent and replacement parts, $347,362 ofcapitalized duty and freight, and a $23,000inventory reserve.

Inventory

Inventory is valued at the lower of the cost(determined principally on a first-in, first-outbasis) or net realizable value. The Company’svaluation of inventory includes inventoryreserves for inventory that will be sold belowcost and the impact of inventory shrink.Inventory reserves are based on historicalinformation and assumptions about futuredemand and inventory shrink trends. TheCompany’s inventory as of April 30, 2021consisted of $1,591,826 of finished goods,$1,777,028 of component and replacementparts, $347,362 of capitalized duty and freight,and a $23,000 inventory reserve. TheCompany’s inventory as of April 30, 2020consisted of $663,750 of finished goods and$255,894 of component and replacementparts.

Concentration of Credit Risk Concentration of Credit Risk

The Company maintains its cash in bank depositaccounts, the balances of which at times mayexceed insured limits. The Company continuallymonitors its banking relationships andconsequently has not experienced any losses insuch accounts. While we may be exposed to creditrisk, we consider the risk remote and do not expectthat any such risk would result in a significanteffect on our results of operations or financialcondition.


The Company maintains its cash in bankdeposit accounts, the balances of which attimes may exceed insured limits. TheCompany continually monitors its bankingrelationships and consequently has notexperienced any losses in such accounts.While we may be exposed to credit risk, weconsider the risk remote and do not expectthat any such risk would result in a significanteffect on our results of operations or financialcondition.

Revenue Recognition Revenue Recognition

The Company recognizes revenue in accordancewith Accounting Standards Codification (“ASC”)606, the core principle of which is that an entityshould recognize revenue to depict the transfer of

Revenue Recognition

The Company recognizes revenue inaccordance with Accounting StandardsCodification (“ASC”) 606, the core principleof which is that an entity should recognizerevenue to depict the transfer of promised


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promised goods or services to customers in anamount that reflects the consideration to which theentity expects to be entitled to receive in exchangefor those goods or services. The Companyrecognizes revenue for its performance obligationassociated with its contracts with customers at apoint in time once products are shipped. Amountscollected from customers in advance of shippingproducts ordered are reflected as deferred revenueon the accompanying consolidated balance sheets.The Company’s standard terms are non-cancelableand do not provide for the right-of-return, otherthan for defective merchandise covered under theCompany’s standard warranty. The Company hasnot historically experienced any significant returnsor warranty issues.

goods or services to customers in an amountthat reflects the consideration to which theentity expects to be entitled to receive inexchange for those goods or services. TheCompany recognizes revenue for itsperformance obligation associated with itscontracts with customers at a point in timeonce products are shipped. Amounts collectedfrom customers in advance of shippingproducts ordered are reflected as deferredrevenue on the accompanying consolidatedbalance sheets. The Company’s standard termsare non-cancelable and do not provide for theright-of-return, other than for defectivemerchandise covered under the Company’sstandard warranty. The Company has nothistorically experienced any significantreturns or warranty issues.

Fair Value of FinancialInstruments


Fair value of financial and non-financial assets andliabilities is defined as an exit price, representingthe amount that would be received to sell an asset orpaid to transfer a liability in an orderly transactionbetween market participants. The three-tierhierarchy for inputs used in measuring fair value,which prioritizes the inputs used in themethodologies of measuring fair value for assetsand liabilities, is as follows:

Level 1 — Quoted prices in active markets foridentical assets or liabilitiesLevel 2 — Observable inputs other than quotedprices in active markets for identical assets andliabilitiesLevel 3 — Unobservable pricing inputs in themarket

Financial assets and financial liabilities areclassified in their entirety based on the lowest levelof input that is significant to the fair valuemeasurements. Our assessment of the significanceof a particular input to the fair value measurementsrequires judgment and may affect the valuation ofthe assets and liabilities being measured and theircategorization within the fair value hierarchy.

The Company’s financial instruments consist ofcash and cash equivalents, accounts receivable, andaccounts payable. The carrying amount of thesefinancial instruments approximates fair value dueto their short-term maturity.

The Company’s derivative liabilities werecalculated using Level 2 assumptions on theissuance and balance sheet dates via a Black-


Fair value of financial and non-financial assetsand liabilities is defined as an exit price,representing the amount that would bereceived to sell an asset or paid to transfera liability in an orderly transaction betweenmarket participants. The three-tier hierarchyfor inputs used in measuring fair value, whichprioritizes the inputs used in themethodologies of measuring fair value forassets and liabilities, is as follows:

Level 1 — Quoted prices in active markets foridentical assets or liabilitiesLevel 2 — Observable inputs other thanquoted prices in active markets for identicalassets and liabilitiesLevel 3 — Unobservable pricing inputs in themarket

Financial assets and financial liabilities areclassified in their entirety based on the lowestlevel of input that is significant to the fairvalue measurements. Our assessment of thesignificance of a particular input to the fairvalue measurements requires judgment andmay affect the valuation of the assets andliabilities being measured and theircategorization within the fair value hierarchy.

The Company’s financial instruments consistof cash and cash equivalents, accountsreceivable, and accounts payable. Thecarrying amount of these financial instrumentsapproximates fair value due to their short-termmaturity. The Company’s derivative liabilitieswere calculated using Level 2 assumptions on


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Scholes option pricing model and consisted of thefollowing ending balances and gain amounts as ofand for the three and six months ended October 31,2021:

Notederivativeis related

to

October 31,2021

endingbalance

Gain(loss) for

threemonthsended

October31, 2021


October31, 2021

4/11/21conversionof 12/24/20notepayable

$ 795,482 $ 441,178 $ 434,369

4/15/21notepayable

- 1,788,123 6,014,245

5/26/21conversionof notespayable –relatedparty

- 2,759,718 2,867,749

8/6/21convertiblenotes

14,074,568 (185,450 ) (185,450 )

Total $14,870,050 $4,803,569 $9,130,913

The Black-Scholes option pricing modelassumptions for the derivative liabilities during thesix months ended October 31, 2021 and 2020consisted of the following:

2021 2020


5.0years

N/A


Risk free interest rate 0.16%– 1.21% N/A


the issuance date via a Black-Scholes optionpricing model whose assumptions are in linewith the assumptions noted below in thewarrant section.

Income Taxes Income Taxes

Income taxes are accounted for in accordance withthe provisions of ASC 740, Accounting for IncomeTaxes. Deferred tax assets and liabilities arerecognized for the future tax consequencesattributable to differences between the financialstatement carrying amounts of existing assets andliabilities and their respective tax bases. Deferredtax assets and liabilities are measured using enactedtax rates expected to apply to taxable income in

Income Taxes

Income taxes are accounted for in accordancewith the provisions of ASC 740, Accountingfor Income Taxes. Deferred tax assets andliabilities are recognized for the future taxconsequences attributable to differencesbetween the financial statement carryingamounts of existing assets and liabilities andtheir respective tax bases. Deferred tax assetsand liabilities are measured using enacted tax


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the years in which those temporary differences areexpected to be recovered or settled. The effect ondeferred tax assets and liabilities of a change intax rates is recognized in income in the period thatincludes the enactment date. Valuation allowancesare established, when necessary, to reduce deferredtax assets to the amounts that are more likely thannot to be realized.

rates expected to apply to taxable income inthe years in which those temporary differencesare expected to be recovered or settled. Theeffect on deferred tax assets and liabilities ofa change in tax rates is recognized in incomein the period that includes the enactment date.Valuation allowances are established, whennecessary, to reduce deferred tax assets to theamounts that are more likely than not to berealized.

Goodwill Goodwill

The Company accounts for goodwill and otherintangible assets in accordance with ASC 350,Intangibles - Goodwill and Other (“ASC 350”).ASC 350 requires that goodwill and intangibleassets with indefinite lives not be amortized, butreviewed for impairment if impairment indicatorsarise and, at a minimum, annually.

The goodwill impairment test is a two-step test.In the first step, the Company compares the fairvalue of each reporting unit with goodwill to itscarrying value. The Company determines the fairvalue of its reporting units with goodwill usinga combination of a discounted cash flow and amarket value approach. If the fair value of thereporting unit exceeds the carrying value of the netassets assigned to that reporting unit, goodwill isnot impaired and the Company is not required toperform further testing. If the carrying value of thenet assets assigned to the reporting unit exceeds thefair value of the reporting unit, then the Companymust perform the second step of the goodwillimpairment test in order to determine the impliedfair value of the reporting unit’s goodwill andcompare it to the carrying value of the reportingunit’s goodwill. The activities in the second stepinclude valuing the tangible and intangible assetsand liabilities. If the implied fair value of goodwillis less than the carrying value, an impairment lossis recognized for the difference.

There was no impairment of goodwill during thesix months ended October 31, 2021 or 2020.

Intangible Asset Intangible Assets

Intangible assets relate to the “Slinger” technologytrademark, which the Company purchased onNovember 10, 2020, as well as the intangible assetsrelated to the purchase of Foundation Sports onJune 21, 2021 (see Note 4). The Slinger trademarkis amortized over its expected life of 20 years.Amortization expense for the six months ended

Intangible Asset

Intangible asset relates to the “Slinger”technology trademark, which the Companypurchased on November 10, 2020. Thetrademark is amortized over its expected lifeof 20 years. Amortization expense for the yearended April 30, 2021 and 2020 was $2,730and zero, respectively. The amount of


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October 31, 2021 and 2020 related to the Slingertrademark was $2,904 and zero, respectively.

amortization expense for each of the next fiveyears will be approximately $5,800 per year.

Long-Lived Assets Long-Lived Assets

In accordance with ASC 360-10, the Companyevaluates long-lived assets for impairmentwhenever events or changes in circumstancesindicate that their net book value may not berecoverable. When such factors and circumstancesexist, the Company compares the projectedundiscounted future cash flows associated with therelated asset or group of assets over their estimateduseful lives against their respective carryingamount. If those net undiscounted cash flows do notexceed the carrying amount, impairment, if any, isbased on the excess of the carrying amount over thefair value based on the market value or discountedexpected cash flows of those assets and is recordedin the period in which the determination is made.There was no impairment of long-lived assetsidentified during the six months ended October 31,2021 or 2020.

Long-Lived Assets

In accordance with ASC 360-10, the Companyevaluates long-lived assets for impairmentwhenever events or changes in circumstancesindicate that their net book value may not berecoverable. When such factors andcircumstances exist, the Company comparesthe projected undiscounted future cash flowsassociated with the related asset or group ofassets over their estimated useful lives againsttheir respective carrying amount. If those netundiscounted cash flows do not exceed thecarrying amount, impairment, if any, is basedon the excess of the carrying amount over thefair value based on the market value ordiscounted expected cash flows of those assetsand is recorded in the period in which thedetermination is made. There was noimpairment of long-lived assets identifiedduring the year ended April 30, 2021 or 2020.

Share-Based Payment Share-Based Payments

The Company accounts for share-basedcompensation in accordance with ASC Topic 718,Compensation-Stock Compensation (“ASC 718”).Under the fair value recognition provisions of thistopic, share-based compensation cost is measuredat the grant date based on the fair value of the awardand is recognized as an expense on a straight-linebasis over the requisite service period, which is thevesting period.

Share-Based Payment

The Company accounts for share-basedcompensation in accordance with ASC 718,Compensation-Stock Compensation (ASC718). Under the fair value recognitionprovisions of this topic, stock-basedcompensation cost is measured at the grantdate based on the fair value of the award andis recognized as an expense on a straight-linebasis over the requisite service period, whichis the vesting period.

WarrantsWarrants

The Company grants warrants to key employeesand executives as compensation on a discretionarybasis. The Company also grants warrants inconnection with certain note payable agreementsand other key arrangements. The Company isrequired to estimate the fair value of share-basedawards on the measurement date and recognize asexpense that value of the portion of the award thatis ultimately expected to vest over the requisiteservice period. Warrants granted in connection withongoing arrangements are more fully described inNote 6: Convertible Notes Payable, Note 7: NotePayable and Note 10: Shareholders’ Equity.

The warrants granted during the six months endedOctober 31, 2021 and 2020 were valued using a

Warrants

The Company grants warrants to keyemployees and executives as compensation ona discretionary basis. The Company alsogrants warrants in connection with certain notepayable agreements and other keyarrangements. The Company is required toestimate the fair value of share-based awardson the measurement date and recognize asexpense that value of the portion of the awardthat is ultimately expected to vest over therequisite service period. Warrants granted inconnection with ongoing arrangements aremore fully described in Note 7: Note Payableand Note 9: Shareholders’ Deficit.

The warrants granted during the year endedApril 30, 2021 and 2020 were valued using


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Black-Scholes option pricing model on the date ofgrant using the following assumptions:

2021 2020


10years

Stock price volatility 50% -157% 148%

- 152%

Risk free interest rate 0.90%- 1.63% 0.68%

- 0.85%


a Black-Scholes option pricing model on thedate of grant using the following assumptions:

2021 2020Expected life inyears

2 – 10years

2 -10years


148%- 280%

121% -144%

Risk free interestrate

0.12%-

1.64%

0.36%-

2.43%Expected dividends 0% 0%

Foreign Currency Translation Foreign Currency Translation

A portion of SBL’s operations are conducted inIsrael and its functional currency is the IsraeliShekel, the Company’s operations of Slinger BagCanada are conducted in its functional currencyof Canadian Dollars, and the Company’s SlingerBag UK operations are conducted in its functionalcurrency of the British pound (“GBP”). Theaccounts of SBL, Slinger Bag Canada, and SlingerBag UK have been translated into U.S. dollars(“USD”). Assets and liabilities are translated intoUSD at the applicable exchange rates at period-end.Shareholders’ equity is translated using historicalexchange rates. Revenue and expenses aretranslated at the average exchange rates for theperiod. Any translation adjustments are includedas foreign currency translation adjustments on theconsolidated statements of operations andcomprehensive loss.


A portion of SBL’s operations are conductedin Israel and its functional currency is theIsraeli Shekel, the Company’s operations ofSlinger Bag Canada are conducted in itsfunctional currency of Canadian Dollars, andthe Company’s Slinger Bag UK operations areconducted in its functional currency of theBritish pound (GBP). The accounts of SBL,Slinger Bag Canada, and Slinger Bag UK havebeen translated into U.S. dollars (“USD”).Assets and liabilities are translated into USDat the applicable exchange rates at period-end.Shareholders’ equity is translated usinghistorical exchange rates. Revenue andexpenses are translated at the averageexchange rates for the period. Any translationadjustments are included as foreign currencytranslation adjustments on the consolidatedstatements of operations and comprehensiveloss.

Earnings Per Share Earnings Per Share

Basic earnings per share are calculated by dividingincome available to shareholders by the weighted-average number of common shares outstandingduring each period. Diluted earnings per share arecomputed using the weighted average number ofcommon and dilutive common share equivalentsoutstanding during the period.

The Company had zero and 6,921,299 commonshares issuable as of October 31, 2021 and 2020,which were not included in the calculation ofdiluted earnings per share as the effect isantidilutive. The Company also had outstandingconvertible notes payable that were convertible into3,666,675 and zero shares of common stock as ofOctober 31, 2021 and 2020, respectively,outstanding warrants exercisable into 37,264,721and 16,025,000 shares of common stock as ofOctober 31, 2021 and 2020, respectively, and244,910 and zero shares related to make-whole

Earnings Per Share

Basic earnings per share are calculated bydividing income available to shareholders bythe weighted-average number of commonshares outstanding during each period. Dilutedearnings per share are computed using theweighted average number of common anddilutive common share equivalentsoutstanding during the period.

The Company had 6,921,299 and 8,137,859common shares issuable as of April 30, 2021and 2020, respectively, (see Note 5 and 6)which were not included in the calculation ofdiluted earnings per share as the effect isantidilutive. The Company also hadoutstanding notes payable convertible intozero and 7,465,811 shares of common stock asof April 30, 2021 and 2020, respectively, (seeNote 6), outstanding warrants exercisable into24,503,107 and 13,000,000 shares of common


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provisions as of October 31, 2021 and 2020,respectively, which were excluded from thecalculation of diluted earnings per share as theeffect is antidilutive. As a result, the basic anddiluted earnings per share are the same for each ofthe periods presented.

stock as of April 30, 2021 and 2020,respectively, and 21,786 and zero sharesrelated to make-whole provisions as of April30, 2021 and 2020, respectively, (see Note 7),which were excluded from the calculation ofdiluted earnings per share as the effect isantidilutive. As a result, the basic and dilutedearnings per share are the same for each of theperiods presented.

Recent AccountingPronouncements


In December 2019, the Financial AccountingStandards Board (“FASB”) issued AccountingStandards Update (“ASU”), 2019-12, Simplifyingthe Accounting for Income Taxes, which amendsASC 740, Income Taxes (“ASC 740”). This updateis intended to simplify accounting for income taxesby removing certain exceptions to the generalprinciples in ASC 740 and amending existingguidance to improve consistent application of ASC740. This update is effective for fiscal yearsbeginning after December 15, 2021. The guidancein this update has various elements, some of whichare applied on a prospective basis and others ona retrospective basis with earlier applicationpermitted. The Company is currently evaluating theeffect of this ASU on the Company’s financialstatements and related disclosures.

Other recently issued accounting pronouncementsdid not, or are not believed by management to, havea material effect on the Company’s present or futureconsolidated financial statements.


In December 2019, the FASB issuedAccounting Standards Update (ASU),2019-12, Simplifying the Accounting forIncome Taxes, which amends ASC 740,Income Taxes (ASC 740). This update isintended to simplify accounting for incometaxes by removing certain exceptions to thegeneral principles in ASC 740 and amendingexisting guidance to improve consistentapplication of ASC 740. This update iseffective for fiscal years beginning afterDecember 15, 2021. The guidance in thisupdate has various elements, some of whichare applied on a prospective basis and otherson a retrospective basis with earlierapplication permitted. The Company iscurrently evaluating the effect of this ASU onthe Company’s financial statements andrelated disclosures.

Other recently issued accountingpronouncements did not, or are not believedby management to, have a material effect onthe Company’s present or future consolidatedfinancial statements.


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ACCOUNTING POLICIES(Tables)

Oct. 31, 2021 Apr. 30, 2021

Debt Securities, Held-to-maturity, Allowance forCredit Loss [Line Items]SUMMARY OFDERIVATIVE LIABILITIES

The Company’s derivative liabilities were calculated usingLevel 2 assumptions on the issuance and balance sheet datesvia a Black-Scholes option pricing model and consisted ofthe following ending balances and gain amounts as of andfor the three and six months ended October 31, 2021:

Note derivative isrelated to

October 31,2021

endingbalance

Gain(loss) for

threemonthsended

October31, 2021


October31, 2021

4/11/21 conversionof 12/24/20 notepayable

$ 795,482 $ 441,178 $ 434,369

4/15/21 notepayable - 1,788,123 6,014,245

5/26/21 conversionof notes payable –related party

- 2,759,718 2,867,749

8/6/21 convertiblenotes 14,074,568 (185,450 ) (185,450 )

Total $14,870,050 $4,803,569 $9,130,913

SUMMARY OF WARRANTSGRANTED VALUATIONUSING BLACK-SCHOLESPRICING METHOD

The Black-Scholes option pricing model assumptions for thederivative liabilities during the six months ended October31, 2021 and 2020 consisted of the following:

2021 2020


5.0years

N/A


Risk free interest rate 0.16% –1.21% N/A


The warrants granted during the yearended April 30, 2021 and 2020 werevalued using a Black-Scholes optionpricing model on the date of grantusing the following assumptions:

2021 2020

Expected lifein years

2 –10

years

2 -10years


148%-

280%

121%-

144%

Risk freeinterest rate

0.12%-

1.64%

0.36%-

2.43%Expecteddividends 0% 0%

Warrant [Member]Debt Securities, Held-to-maturity, Allowance forCredit Loss [Line Items]


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SUMMARY OF WARRANTSGRANTED VALUATIONUSING BLACK-SCHOLESPRICING METHOD

The warrants granted during the six months ended October31, 2021 and 2020 were valued using a Black-Scholes optionpricing model on the date of grant using the followingassumptions:

2021 2020


10years

Stock price volatility 50% -157% 148% -

152%

Risk free interest rate 0.90% -1.63% 0.68% -

0.85%



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6 Months EndedACQUISITIONS (Tables) Oct. 31, 2021Business Combination andAsset Acquisition [Abstract]SCHEDULE OFINTANGIBLE ASSETSACQUIRED

The Company allocated the aggregate purchase price for the acquisition based upon the tangibleand intangible assets acquired, net of liabilities. The allocation of the purchase price is detailedbelow:




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6 Months EndedNOTES PAYABLE –RELATED PARTY (Tables) Oct. 31, 2021

Debt Disclosure [Abstract]SUMMARY OF NOTES PAYABLE

Note date Maturity date Interest rate April 30, 20216/1/2019 6/1/2021 9.5% $ 1,700,0006/30/2020 6/30/2021 9.5% 120,000

8 notes from 10/2019 – 8/2020 9/1/2021 9.5% 3,850,000

9/15/2020 9/15/2021 9.5% 250,00011/24/2020 11/24/2021 9.5% 300,000

Total notes payable $ 6,220,000


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12 Months EndedINCOME TAXES (Tables) Apr. 30, 2021SCHEDULE OF NETDEFERRED TAX

Net deferred tax assets from operations in the US, using an effective tax rate of 21%, consisted ofthe following:

April 30, April 30,2021 2020


SCHEDULE OF INCOMETAX PROVISION

The income tax provision differs from the amount of income tax determined by applying theapplicable statutory income tax rate to pretax loss due to the following for the years ended April30, 2021 and 2020:

April 30, April 30,2021 2020

Income tax benefit based on book loss at USstatutory rate $ (3,832,300) $ (1,273,000)

Share-based compensation and shares for services 188,100 786,000Debt discount amortization 79,100 15,000Related party accruals 127,800 79,000Start-up costs - 61,000Interest expense 2,630,000 41,000Meals and entertainment - 1,000Loss on extinguishment of debt 636,400 -Accrued payroll 215,400 -Gain on change in fair value of derivatives (407,300) -Other 1,500 -Valuation allowance 361,300 290,000Total income tax provision $ - $ -

ISRAELSCHEDULE OF NETDEFERRED TAX

Net deferred tax assets from operations in Israel, using an effective tax rate of 23%, consisted ofthe following:

April 30, April 30,2021 2020


SCHEDULE OF INCOMETAX PROVISION

The income tax provision differs from the amount of income tax determined by applying theapplicable Israeli statutory income tax rate of 23% due to the following for the years ended April30, 2021 and 2020:


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April 30, April 30,2021 2020

Income tax provision (benefit) based on bookincome (loss) at Israeli statutory rate $ 80,000 $ (728,000)




12 MonthsEnded

ORGANIZATION ANDBASIS OF

PRESENTATION (DetailsNarrative) - USD ($)

Sep. 16,2019

Aug. 23,2019

Apr. 30,2021

Oct. 31,2021

Jun. 21,2021

Apr. 30,2020

Feb. 25,2020

Feb. 24,2020

Feb. 11,2020

Feb. 10,2020

Collaborative Arrangementand Arrangement Otherthan Collaborative [LineItems]Common Stock, SharesAuthorized 300,000,000 300,000,000 300,000,000 300,000,00075,000,000

Stockholders' Equity Note,Stock Split

four-to-oneforwardsplit of itsoutstandingshares ofcommonstock

Sole Shareholder of SBL[Member]Collaborative Arrangementand Arrangement Otherthan Collaborative [LineItems]Equity Method Investment,Ownership Percentage 82.00%

Number of shares owned 20,000,000Slinger Bag Americas Inc[Member]Collaborative Arrangementand Arrangement Otherthan Collaborative [LineItems]Equity Method Investment,Ownership Percentage 100.00% 100.00%

Number of shares exchanged 20,000,000Foundation Sports Systems LL C [Member] | CharlesRuddy [Member]Collaborative Arrangementand Arrangement Otherthan Collaborative [LineItems]Equity Method Investment,Ownership Percentage 100.00%

Slinger Bag Ltd [Member]Collaborative Arrangementand Arrangement Otherthan Collaborative [LineItems]Equity Method Investment,Ownership Percentage 100.00%

Stock Purchase Agreement[Member] | Slinger BagAmericas Inc [Member]Collaborative Arrangementand Arrangement Otherthan Collaborative [LineItems]


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Equity Method Investment,Ownership Percentage 100.00%

Business Acquisition, EquityInterest Issued or Issuable,Number of Shares

20,000,000

Business Acquisition, EquityInterest Issued or Issuable,Value Assigned

$ 332,239


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GOING CONCERN (DetailsNarrative) - USD ($)

Oct. 31,2021

Apr. 30,2021

Apr. 30,2020

Organization, Consolidation and Presentation of Financial Statements[Abstract]Retained Earnings (Accumulated Deficit) $

71,083,942$28,823,273

$10,228,513


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3 Months Ended 6 Months EndedSUMMARY OFDERIVATIVE

LIABILITIES (Details)Oct. 31, 2021

USD ($)Oct. 31, 2021

USD ($)Offsetting Assets [Line Items]Note derivative balance $ 14,870,050 $ 14,870,050Note derivative gain 4,803,569 9,130,913Convertible Notes Payable [Member]Offsetting Assets [Line Items]Note derivative balance 795,482 795,482Note derivative gain 441,178 434,369Notes Payable [Member]Offsetting Assets [Line Items]Note derivative balanceNote derivative gain 1,788,123 6,014,245Conversion Notes Payable Related Party [Member]Offsetting Assets [Line Items]Note derivative balanceNote derivative gain 2,759,718 2,867,749Convertible Notes [Member]Offsetting Assets [Line Items]Note derivative balance 14,074,568 14,074,568Note derivative gain $ (185,450) $ (185,450)


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6 MonthsEnded

SUMMARY OFVALUATION USINGBLACK-SCHOLES

PRICING METHOD(Details)

Oct. 31, 2021Oct.31,

2020Property, Plant and Equipment [Line Items]Warrants and Rights Outstanding, Term 5 yearsValuation Technique, Option Pricing Model [Member] | Measurement Input, ExpectedTerm [Member] | Warrant [Member]Property, Plant and Equipment [Line Items]Warrants and Rights Outstanding, Term 10

yearsValuation Technique, Option Pricing Model [Member] | Measurement Input, ExpectedTerm [Member] | Minimum [Member]Property, Plant and Equipment [Line Items][custom:DerivativeLiabilitiesMeasurementInputTerm] 1 year 8

months 12days

Valuation Technique, Option Pricing Model [Member] | Measurement Input, ExpectedTerm [Member] | Minimum [Member] | Warrant [Member]Property, Plant and Equipment [Line Items]Warrants and Rights Outstanding, Term 5 yearsValuation Technique, Option Pricing Model [Member] | Measurement Input, ExpectedTerm [Member] | Maximum [Member]Property, Plant and Equipment [Line Items][custom:DerivativeLiabilitiesMeasurementInputTerm] 5 yearsValuation Technique, Option Pricing Model [Member] | Measurement Input, ExpectedTerm [Member] | Maximum [Member] | Warrant [Member]Property, Plant and Equipment [Line Items]Warrants and Rights Outstanding, Term 10 yearsValuation Technique, Option Pricing Model [Member] | Measurement Input, PriceVolatility [Member] | Minimum [Member]Property, Plant and Equipment [Line Items]Derivative Liability, Measurement Input 50Valuation Technique, Option Pricing Model [Member] | Measurement Input, PriceVolatility [Member] | Minimum [Member] | Warrant [Member]Property, Plant and Equipment [Line Items]Warrants and Rights Outstanding, Measurement Input 50 148Valuation Technique, Option Pricing Model [Member] | Measurement Input, PriceVolatility [Member] | Maximum [Member]Property, Plant and Equipment [Line Items]Derivative Liability, Measurement Input 155Valuation Technique, Option Pricing Model [Member] | Measurement Input, PriceVolatility [Member] | Maximum [Member] | Warrant [Member]Property, Plant and Equipment [Line Items]


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Warrants and Rights Outstanding, Measurement Input 157 152Valuation Technique, Option Pricing Model [Member] | Measurement Input, Risk FreeInterest Rate [Member] | Minimum [Member]Property, Plant and Equipment [Line Items]Derivative Liability, Measurement Input 0.0016Valuation Technique, Option Pricing Model [Member] | Measurement Input, Risk FreeInterest Rate [Member] | Minimum [Member] | Warrant [Member]Property, Plant and Equipment [Line Items]Warrants and Rights Outstanding, Measurement Input 0.90 0.68Valuation Technique, Option Pricing Model [Member] | Measurement Input, Risk FreeInterest Rate [Member] | Maximum [Member]Property, Plant and Equipment [Line Items]Derivative Liability, Measurement Input 1.21Valuation Technique, Option Pricing Model [Member] | Measurement Input, Risk FreeInterest Rate [Member] | Maximum [Member] | Warrant [Member]Property, Plant and Equipment [Line Items]Warrants and Rights Outstanding, Measurement Input 1.63 0.85Valuation Technique, Option Pricing Model [Member] | Measurement Input, ExpectedDividend Rate [Member]Property, Plant and Equipment [Line Items]Derivative Liability, Measurement Input 0Valuation Technique, Option Pricing Model [Member] | Measurement Input, ExpectedDividend Rate [Member] | Warrant [Member]Property, Plant and Equipment [Line Items]Warrants and Rights Outstanding, Measurement Input 0 0


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ACCOUNTING POLICIES(Details Narrative) - USD ($)

Oct. 31,2021

Oct. 31,2020

Apr. 30,2021

Apr. 30,2020

Short-term Debt [Line Items]Accounts Receivable, Allowance for Credit Loss, Current $ 0 $ 0 $ 0Inventory, Finished Goods, Gross 3,820,645 1,591,826 663,750Inventory, Raw Materials and Supplies, Gross 3,441,456 1,777,028 255,894Capitalized duty and freight 1,566,330 347,362Inventory Adjustments 250,000 $ 23,000Goodwill, Impairment Loss $ 0 $ 0Finite-Lived Intangible Asset, Useful Life 20 years 20 yearsAmortization of Intangible Assets $ 2,904 0 $ 2,730 0Impairment of Intangible Assets, Finite-lived $ 0 $ 0 $ 0Antidilutive Securities Excluded from Computation of EarningsPer Share, Amount 0 6,921,299 6,921,299 8,137,859

Finite-Lived Intangible Asset, Expected Amortization, Year Five $ 5,800Warrants [Member]Short-term Debt [Line Items]Antidilutive Securities Excluded from Computation of EarningsPer Share, Amount 37,264,72116,025,00024,503,107 13,000,000

Make-Whole Provisions [Member]Short-term Debt [Line Items]Antidilutive Securities Excluded from Computation of EarningsPer Share, Amount 244,910 0 21,786 0

Notes Payable [Member]Short-term Debt [Line Items]Antidilutive Securities Excluded from Computation of EarningsPer Share, Amount 3,666,675 0 0 7,465,811


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SCHEDULE OFINTANGIBLE ASSETSACQUIRED (Details) -

Foundation Sports[Member]

Jun. 21, 2021USD ($)

Business Acquisition [Line Items]Total purchase price $ 3,550,000Goodwill [Member]Business Acquisition [Line Items]Total purchase price 1,240,000Trade Names [Member]Business Acquisition [Line Items]Total purchase price 70,000Computer Software, Intangible Asset [Member]Business Acquisition [Line Items]Total purchase price 240,000Customer Relationships [Member]Business Acquisition [Line Items]Total purchase price $ 2,000,000


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3MonthsEnded

6 MonthsEnded 12 Months Ended

ACQUISITIONS (DetailsNarrative) - USD ($)

Oct. 06, 2021 Sep. 27, 2021Jun.23,

2021

Jun. 21,2021

Jul. 31,2021

Oct. 31,2021

Oct.31,

2020

Apr. 30,2021

Apr. 30,2020

Acquired Finite-LivedIntangible Assets [Line Items]Hold back percentage 10.00% 10.00%Finite-Lived Intangible Asset,Useful Life 20 years 20 years

Depreciation, Depletion andAmortization, Nonproduction $ 131,958 $ 2,730 $ 650

Payable in cash for shares $1,210,805

$1,283,464$ 377,106

Shares issuable 0 6,921,2998,137,859Foundation Sports [Member]Acquired Finite-LivedIntangible Assets [Line Items]Depreciation, Depletion andAmortization, Nonproduction $ 129,054$ 0

Trade Names [Member]Acquired Finite-LivedIntangible Assets [Line Items]Finite-Lived Intangible Asset,Useful Life 6 years

Computer Software, IntangibleAsset [Member]Acquired Finite-LivedIntangible Assets [Line Items]Finite-Lived Intangible Asset,Useful Life 4 years

Customer Relationships[Member]Acquired Finite-LivedIntangible Assets [Line Items]Finite-Lived Intangible Asset,Useful Life 7 years

Membership Interest PurchaseAgreement [Member]Acquired Finite-LivedIntangible Assets [Line Items]Membership interest purchaseagreement, description

On June 21,2021, theCompanycompletedoneimmaterialacquisitionby enteringinto amembershipinterest


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purchaseagreement(“MIPA”)with CharlesRuddy (the“Seller”) toacquire a100%ownershipstake inFoundationSportsSystems,LLC(“FoundationSports”) inexchange for1,000,000shares ofcommonstock of theCompany tobe issued tothe Sellerand twootherFoundationSportsemployees inthreetranches (the“PurchasePrice”): (i)600,000shares ofcommonstock on theclosing date,(ii) 200,000shares ofcommonstock on thefirstanniversaryof theclosing dateand (iii)200,000shares ofcommonstock on thesecondanniversaryof theclosing date(collectively,



the“Shares”),provided that10% of theShares ofeach tranchewill be heldback by theCompanyand notdelivered totherecipients fora period of12 monthsfrom the dateof theirissuance.The Sharesare subject toa 12-monthlock-up fromtheir date ofdeliveryduring whichtime theymay not beoffered orsold by theSeller or anyotherrecipientthereofwithout theexpresswrittenconsent oftheCompany.On June 23,2021, theCompanyissued540,000shares of itscommonstock to thereceiptsunder theMIPA,whichconsisted of600,000shares less ahold-back of10% (i.e.,



60,000shares).

Hold back shares 600,000600,000Stock issued 540,000Share Purchase Agreement[Member] | Flixsense Pty Ltd[Member]Acquired Finite-LivedIntangible Assets [Line Items][custom:AgreementDescription] On

September27, 2021, theCompanyentered into asharepurchaseagreement(the“Agreement”)pursuant towhich itagreed topurchase100% of theshare capitalof FlixsensePty Ltd. (the“Shares”)d/b/aGameface(“Gameface”)in exchangefor thefollowingconsideration:(i) 6,666,667shares of theCompany’scommonstock (subjecttoadjustment);and (ii)1,000,000additionalearn-outshares of theCompany’scommonstock (subjectto thefulfilment ofcertainmilestones),provided that,


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at the electionof JalaluddinShaik, themajorityshareholderof the sellingshareholdersof Gameface(“Shaik”), theCompany hasagreed to payShaik$500,000 incash in lieu ofthe issuanceof 142,587shares ofcommonstock. Theclosing of theacquisition issubject to thesatisfaction ofthe closingconditionsdescribed intheAgreement.Thetransaction isexpected toclose duringtheCompany’squarter endedJanuary 31,2022.

Share capital purchasepercentage 100.00%

Common stock issuable 6,666,667Earnout shares issuable 1,000,000Share Purchase Agreement[Member] | Flixsense Pty Ltd[Member] | Shaik [Member]Acquired Finite-LivedIntangible Assets [Line Items]Payable in cash for shares $ 500,000Shares issuable 142,587Merger Agreement [Member] |PlaySight Interactive Ltd[Member]Acquired Finite-LivedIntangible Assets [Line Items][custom:AgreementDescription] On October 6,

2021, the


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Companyentered into amergeragreementwith, inter alia,PlaySightInteractive Ltd.(“PlaySight”)(the “PlaySightAgreement”)pursuant towhichPlaySight will,subject to thesatisfaction ofthe closingconditionsdescribed inthe PlaySightAgreement,become awholly ownedsubsidiary ofthe Companyin exchange forthe followingconsideration:(i) 28,333,333shares of theCompany’scommon stock(subject toadjustment);(ii) payment ofcertainPlaySighttransactioncosts; and (iii)up to amaximum of5,142,858earn-out shares(subject to thefulfilment ofcertainmilestones andreductionunder certaincircumstances).The transactionis expected toclose duringthe Company’squarter endedJanuary 31,2022.



Common stock issuable 28,333,333Merger Agreement [Member] |PlaySight Interactive Ltd[Member] | Maximum[Member]Acquired Finite-LivedIntangible Assets [Line Items]Earnout shares issuable 5,142,858


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12MonthsEndedSUMMARY OF NOTES

PAYABLE (Details) - USD($) May 12,

2020

Feb.28,

2020

Dec.11,

2019

Jan.06,

2019

Apr. 30,2021

Oct.31,

2021

Jul. 03,2020

Apr. 30,2020

Jan.06,

2020

Dec.03,

2019

Oct.01,

2019Short-term Debt [LineItems]Debt Instrument, Interest Rate,Stated Percentage 9.50%

Notes Payable, RelatedParties, Current

$6,143,223

$2,100,000

Notes Payable $6,220,000

Loan Agreement [Member] |Former Shareholder [Member]Short-term Debt [LineItems]Debt Instrument, MaturityDate Feb. 28,

2021Jul. 15,2020

Jan.08,2021

Debt instrument extendedmaturity date Sep. 01,

2021Sep. 01,2021

Sep. 01,2021

Sep.01,2021

Debt Instrument, Interest Rate,Stated Percentage 24.00% 24.00% 24.00% 24.00% 12.00% 12.00%


$1,000,000

$200,000

$700,000

$500,000

$200,000

$500,000

$500,000

Loan Agreement [Member] |Former Shareholder [Member]| Notes Payable One [Member]Short-term Debt [LineItems]Debt Instrument, MaturityDate

Jun. 01,2019

Debt instrument extendedmaturity date

Jun. 01,2021

Debt Instrument, Interest Rate,Stated Percentage 9.50%


$1,700,000

Loan Agreement [Member] |Former Shareholder [Member]| Notes Payable Two[Member]Short-term Debt [LineItems]Debt Instrument, MaturityDate

Jun. 30,2020


Jun. 30,2021


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Notes Payable, RelatedParties, Current $ 120,000

Loan Agreement [Member] |Former Shareholder [Member]| Notes Payable Three[Member]Short-term Debt [LineItems]Debt instrument extendedmaturity date

Sep. 01,2021



$3,850,000

Debt Instrument, MaturityDate, Description

8 notesfrom 10/2019 –8/2020

Loan Agreement [Member] |Former Shareholder [Member]| Notes Payable Four[Member]Short-term Debt [LineItems]Debt Instrument, MaturityDate

Sep. 15,2020


Sep. 15,2021



Loan Agreement [Member] |Former Shareholder [Member]| Notes Payable Five[Member]Short-term Debt [LineItems]Debt Instrument, MaturityDate

Nov. 24,2020


Nov. 24,2021




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1MonthsEnded

3 Months Ended 6 Months Ended 12 Months EndedNOTES PAYABLE –RELATED PARTY (Details

Narrative) - USD ($) Aug. 31,2021

Aug.11,

2021

May 26,2021

Apr. 11,2021

Mar. 25,2021

Dec. 03,2020

Sep.15,

2020

Aug.10,

2020

May 12,2020

Feb.28,

2020

Feb.11,

2020

Dec.13,

2019

Dec.11,

2019

Nov.20,

2019

Jan.06,

2019

Apr. 30,2020

Oct. 31,2021

Oct. 31,2020

Oct. 31,2021

Oct. 31,2020

Apr. 30,2021

Apr. 30,2021

Apr. 30,2020

Apr. 30,2020

Aug. 06,2021

Aug.04,

2021

Jul.31,

2021

Jul. 23,2021

Nov.24,

2020

Sep. 07,2020

Jul. 08,2020

Jul. 03,2020

Jun.30,

2020

Jun.02,

2020

Mar.02,

2020

Jan.06,

2020

Dec.03,

2019

Oct.01,

2019

Jun.02,

2019Collaborative Arrangement and ArrangementOther than Collaborative [Line Items]Notes Payable, Related Parties, Current $

2,100,000$6,143,223

$6,143,223

$2,100,000

$2,100,000

Debt Instrument, Unamortized Discount 42,872 65,498 65,498 0 0 42,872 42,872Extinguishment of Debt, Amount 5,118,435Stock Issued During Period, Value, Conversion ofUnits 6,220,003

Derivative Liability $5,052,934

$5,052,934

$53,571

Debt Instrument, Unamortized Discount, Current 10,699 42,872 42,872 10,699 10,699 $11,279

Debt Instrument, Interest Rate, Stated Percentage 9.50% 9.50%Repayments of Related Party Debt $

1,000,000 1,000,000

[custom:GainOnChangeInFairValueOfDerivatives] $(4,803,569) (9,130,913) (1,939,639)

Notes Payable 6,220,0006,220,000Interest Expense, Related Party 22,495 144,085 78,728 316,549 608,668 171,918Due to Related Parties, Current $ 821,925 $ 821,925 747,636 747,636Class of Warrant or Right, Number of SecuritiesCalled by Each Warrant or Right 2,200,000

Warrants and Rights Outstanding, Term 5 years 5 yearsGain (Loss) on Extinguishment of Debt $

1,501,914$(1,978,295)

$(1,999,487)

$(7,096,730)

$(1,432,820) (3,030,495)

Convertible Notes Payable, Current $ 82,128 $2,627,778

$2,627,778 $ 82,128 $ 82,128

Shares issuable 8,137,859 0 0 6,921,2996,921,299 8,137,859 8,137,859Short-term Non-bank Loans and Notes Payable $

2,100,000$6,220,000

$6,220,000

$2,100,000

$2,100,000

Outstanding amount is net of total discounts $8,372,222

$8,372,222 76,777 76,777

Debt Instrument, Face Amount 11,000,000 11,000,000 6,143,2236,143,223Interest Payable, Current $ 138,967 747,636 747,636 138,967 138,967[custom:ConvertibleNotePayableCurrent-0] 0 0Related Party [Member]Collaborative Arrangement and ArrangementOther than Collaborative [Line Items]Repayments of Related Party Debt $

500,000Conversion of Stock, Amount Converted $

6,220,000Derivative, Fair Value, Net $

2,185,185[custom:GainOnChangeInFairValueOfDerivatives] 2,759,718 2,867,749Notes Payable $ 0 $ 0 615,584 615,584Related Party One [Member]Collaborative Arrangement and ArrangementOther than Collaborative [Line Items]Repayments of Related Party Debt $

500,000Ontario Inc. [Member]Collaborative Arrangement and ArrangementOther than Collaborative [Line Items]Notes Payable, Related Parties, Current $

1,820,000Stock Issued During Period, Shares, New Issues 1,216,560Debt Instrument, Interest Rate, Stated Percentage 9.50%Convertible Notes Payable, Current $

1,700,000Notes Payable, Current 120,000Lender [Member]Collaborative Arrangement and ArrangementOther than Collaborative [Line Items]Notes Payable, Related Parties, Current $

250,000$250,000

Debt Instrument, Unamortized Discount 76,777 76,777Debt Instrument, Interest Rate, Stated Percentage 9.50% 24.00%Interest Expense, Related Party 43,615 $ 0Debt Instrument, Maturity Date Aug.

10,2021

Debt instrument extended maturity date Sep. 01,2021

Class of Warrant or Right, Number of SecuritiesCalled by Each Warrant or Right 125,000 2,500,000

Class of Warrant or Right, Exercise Price ofWarrants or Rights $ 0.001 $ 0.001

Warrants and Rights Outstanding, Term 10years 10 years

Gain (Loss) on Extinguishment of Debt 1,999,487Valuation of the warrants issued discounted $

70,130Debt Instrument, Unamortized Discount,Noncurrent 26,515 26,515

Lender [Member] | Interest Rate Reduction[Member]Collaborative Arrangement and ArrangementOther than Collaborative [Line Items]Debt Instrument, Interest Rate, Stated Percentage 9.50%Related Party Debt Holder [Member]Collaborative Arrangement and ArrangementOther than Collaborative [Line Items]Notes Payable, Related Parties, Current $

300,000Debt Instrument, Unamortized Discount 50,262 50,262 $

88,201Debt Instrument, Interest Rate, Stated Percentage 9.50%Class of Warrant or Right, Number of SecuritiesCalled by Each Warrant or Right 125,000

Class of Warrant or Right, Exercise Price ofWarrants or Rights $ 0.001

Warrants and Rights Outstanding, Term 10years

Valuation of the warrants issued discounted 37,939 $ 0Loan Agreement [Member] | Related Party[Member]Collaborative Arrangement and ArrangementOther than Collaborative [Line Items]Notes Payable, Related Parties, Current $

500,000$500,000

Debt Instrument, Interest Rate, Stated Percentage 12.00% 12.00%Loan Agreement [Member] | Mont-SaicInvestments [Member]Collaborative Arrangement and ArrangementOther than Collaborative [Line Items]Debt Instrument, Interest Rate, Stated Percentage 12.60%Notes Payable $

120,000Loan Agreement [Member] | Former Shareholder[Member]Collaborative Arrangement and ArrangementOther than Collaborative [Line Items]Notes Payable, Related Parties, Current $

1,000,000$200,000

$700,000

$500,000

$200,000

$500,000

$500,000

Debt Instrument, Interest Rate, Stated Percentage 24.00% 24.00% 24.00% 24.00% 12.00% 12.00%Debt Instrument, Maturity Date Feb. 28,

2021Jul. 15,2020

Jan.08,2021

Debt instrument extended maturity date Sep. 01,2021

Sep. 01,2021

Sep. 01,2021

Sep.01,2021

Loan Agreement [Member] | Former Shareholder[Member] | Debt Principal [Member]Collaborative Arrangement and ArrangementOther than Collaborative [Line Items]Debt Instrument, Maturity Date Aug. 31,

2020Loan Agreement [Member] | Former Shareholder[Member] | Accrued Interest [Member]Collaborative Arrangement and ArrangementOther than Collaborative [Line Items]Debt Instrument, Maturity Date Jul. 03,

2021Loan Agreement [Member] | Former Shareholder[Member] | Related Party [Member]Collaborative Arrangement and ArrangementOther than Collaborative [Line Items]Notes Payable, Related Parties, Current $

6,220,000$6,220,000

Loan Agreement [Member] | Related Party[Member]Collaborative Arrangement and ArrangementOther than Collaborative [Line Items]Notes Payable, Related Parties, Current $

1,000,000Debt Instrument, Interest Rate, Stated Percentage 1.00%Debt Instrument, Maturity Date Apr. 25,

2021Note Conversion Agreement [Member] | RelatedParty Lender [Member]


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Collaborative Arrangement and ArrangementOther than Collaborative [Line Items]Notes Payable, Related Parties, Current $

6,220,000Stock Issued During Period, Shares, New Issues 1,636,843Amended and Restated Loan Agreement[Member]Collaborative Arrangement and ArrangementOther than Collaborative [Line Items]Debt Instrument, Interest Rate, Stated Percentage 24.00%Debt Instrument, Maturity Date Jul. 15,

2020Debt instrument extended maturity date Sep.

01,2021

Purchase Order Financing Agreement [Member]Collaborative Arrangement and ArrangementOther than Collaborative [Line Items]Notes Payable, Related Parties, Current $

1,900,000Debt Instrument, Interest Rate, Stated Percentage 2.00%Convertible Note Payable Agreement [Member]Collaborative Arrangement and ArrangementOther than Collaborative [Line Items]Debt Instrument, Interest Rate, Stated Percentage 12.00% 12.00%Derivative, Fair Value, Net $

566,667Debt Instrument, Maturity Date Feb.

11,2021

Nov.20,2020

Convertible Note Payable Agreement [Member] |Mont-Saic Investments [Member]Collaborative Arrangement and ArrangementOther than Collaborative [Line Items]Debt Instrument, Interest Rate, Stated Percentage 12.60%Notes Payable, Current $

1,820,000Shares issuable 6,921,299


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3 Months Ended 6 Months Ended 12 Months EndedCONVERTIBLE NOTESPAYABLE (Details

Narrative) - USD ($)Aug. 06,

2021Apr. 11,

2021Dec. 03,

2020

Sep.04,

2020

Mar.02,

2020

Feb.11,

2020

Nov.20,

2019

Sep.11,

2019

Jun. 02,2019

Oct. 31,2021

Oct.31,

2020

Oct. 31,2021

Oct.31,

2020

Apr. 30,2021

Apr. 30,2020

Jul.31,

2021

Jun.02,

2020

May 06,2020

Sep. 16,2019

Short-term Debt [Line Items]Debt Instrument, Interest Rate, Stated Percentage 9.50% 9.50%Proceeds from Convertible Debt $

11,000,000$1,950,000

Warrants and Rights Outstanding, Term 5 years 5 years[custom:WarrantsExercisePrice-0] $ 3.00Class of Warrant or Right, Outstanding 12,026,668 12,026,668Derivative Liability, Noncurrent $

1,862,450$1,862,450

Payments of Debt Issuance Costs 800,251[custom:ConvertibleDebtDiscount-0] 14,689,369 14,689,369[custom:LossOnIssuanceOfConvertibleNotes] 3,689,369 3,689,369Amortization of Debt Issuance Costs and Discounts 2,627,778Derivative Instruments in Hedges, Liabilities, at Fair Value 14,074,568 14,074,568Change in Unrealized Gain (Loss) on Fair Value HedgingInstruments 185,450

Debt Instrument, Face Amount 11,000,000 11,000,000 6,143,223Outstanding amount is net of total discounts 8,372,222 8,372,222 76,777Notes Payable, Related Parties, Current $

6,143,223$2,100,000

Interest Expense $ 210,222Common Stock, Shares, Issued 41,869,622 41,869,622 27,642,82824,749,354Debt Conversion, Converted Instrument, Amount $

1,250,004$1,937,041

Amortization of Debt Discount (Premium) $2,629,069 52,543$

2,650,285 286,251$ 376,506 $1,565,174

Shares issuable 0 0 6,921,299 8,137,859Induced Conversion of Convertible Debt Expense $

51,412$51,412 $ 51,412

Debt Instrument, Unamortized Discount, Current 42,872 10,699 $11,279

Debt Instrument, Unamortized Discount 65,498 65,498 0 42,872Convertible Notes Payable [Member]Short-term Debt [Line Items]Notes Payable, Related Parties, Current 2,627,778 2,627,778Interest Expense $ 30,000 $ 106,667Securities Purchase Agreement [Member]Short-term Debt [Line Items]Debt Instrument, Interest Rate, Stated Percentage 8.00%Convertible Notes Payable $

11,000,000[custom:WarrantsIssuedToPurchaseOfCommonStockShares-0] 7,333,334Proceeds from Convertible Debt $

11,000,000Debt Instrument, Maturity Date Aug. 06,

2022Debt Instrument, Convertible, Conversion Price $ 3.00Warrants and Rights Outstanding, Term 5 yearsClass of Warrant or Right, Date from which Warrants orRights Exercisable

Aug. 06,2021

Convertible Note Payable Agreement [Member]Short-term Debt [Line Items]Debt Instrument, Interest Rate, Stated Percentage 12.00% 12.00%Convertible Notes Payable $

125,000$125,000

$125,000

Debt Instrument, Maturity Date Feb. 11,2021

Nov.20,2020

Derivative, Fair Value, Net $566,667

Debt Conversion, Converted Instrument, Amount $53,571

$566,667

Debt Conversion, Original Debt, Amount $358,855

Amortization of Debt Discount (Premium) 206,061 1,493,939Interest Payable $ 4,274Debt Conversion, Converted Instrument, Shares Issued 369,354Convertible Note Payable Agreement [Member] | Derivative[Member]Short-term Debt [Line Items]Debt Conversion, Converted Instrument, Amount $

53,571Amortization of Debt Discount (Premium) 53,571 53,571Reclassification of derivative liability to additional paid-incapital $ 53,571

Convertible Note Payable Agreement [Member] | Debtholder[Member]Short-term Debt [Line Items]Debt Instrument, Convertible, Threshold Percentage of StockPrice Trigger 70.00% 70.00%

Convertible Note Payable Agreement [Member] | Mont-SaicInvestments [Member]Short-term Debt [Line Items]Debt Instrument, Interest Rate, Stated Percentage 12.60%Convertible Notes Payable $

1,700,000$1,700,000

Debt Instrument, Maturity Date, Description Alloutstandingamountswere dueon thematuritydate 360days after


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the loanissue date.

Maximum percentage of payment on oustanding debt 50.00%Equity Method Investment, Ownership Percentage 33.00%Common Stock, Shares, Issued 1,216,560Debt Conversion, Converted Instrument, Amount $ 120,000Notes Payable, Current $

1,820,000Shares issuable 6,921,299Convertible Note Payable Agreement [Member] | Mont-SaicInvestments [Member] | Debtholder [Member]Short-term Debt [Line Items]Debt Instrument, Convertible, Threshold Percentage of StockPrice Trigger 75.00%

Warrant Assignment and Conveyance Agreement [Member] |Mont-Saic Investments [Member]Short-term Debt [Line Items]Equity Method Investment, Ownership Percentage 33.00%Derivative, Fair Value, Net $

1,492,188Common Stock, Shares, Issued 1,216,560Shares issuable 6,921,299 8,137,859Convertible Note Payable Agreement [Member]Short-term Debt [Line Items]Convertible Notes Payable $

125,000Interest Payable $ 8,466Debt Conversion, Converted Instrument, Shares Issued 300,000February 2020 Convertible Note Payable Agreement[Member]Short-term Debt [Line Items]Convertible Notes Payable $ 0 1,825,000Long-term Debt $ 0 $ 248,933


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3 Months Ended 6 Months Ended 12 Months EndedNOTE PAYABLE (Details

Narrative) - USD ($) Aug. 06,2021

Apr. 15,2021

Apr. 11,2021

Dec.15,

2020

Mar.16,

2020

Oct. 31,2021

Oct. 31,2020

Oct. 31,2021

Oct. 31,2020

Apr. 30,2021

Apr. 30,2020

Jul.31,

2021

Dec. 24,2020

Jun.30,

2020

Mar.02,

2020Short-term Debt [Line Items]Notes Payable $

6,220,000Debt Instrument, Interest Rate, Stated Percentage 9.50% 9.50%Class of Warrant or Right, Number of SecuritiesCalled by Each Warrant or Right 2,200,000

Amortization of Debt Discount (Premium) $2,629,069 $ 52,543 $

2,650,285 $ 286,251 376,506 $1,565,174

Extinguishment of Debt, Amount 5,118,435Derivative Liability, Fair Value, Gross Liability $

6,569,353 6,569,353 6,569,353

Derivative, Gain (Loss) on Derivative, Net 4,803,569 9,130,913Notes Payable, Related Parties, Current 6,143,223 2,100,000Interest Expense 210,222Debt Conversion, Converted Instrument, Amount $

1,250,004 1,937,041

Debt Instrument, Unamortized Discount, Current 42,872 10,699 $11,279

Debt Instrument, Face Amount 11,000,000 11,000,000 6,143,223Gain (Loss) on Extinguishment of Debt 1,501,914 (1,978,295) (1,999,487) (7,096,730) (1,432,820) (3,030,495)Derivative Liability 5,052,934 5,052,934 $

53,571[custom:GainOnChangeInFairValueOfDerivatives] (4,803,569) (9,130,913) (1,939,639)Valuation Technique, Option Pricing Model[Member]Short-term Debt [Line Items]Derivative Liability $

1,251,910Loan Agreement [Member] | Mont-SaicInvestments [Member]Short-term Debt [Line Items]Notes Payable $

120,000Debt Instrument, Interest Rate, Stated Percentage 12.60%Convertible Notes Payable [Member]Short-term Debt [Line Items]Notes Payable, Related Parties, Current 2,627,778 2,627,778Interest Expense 30,000 106,667Notes Payable, Other Payables [Member]Short-term Debt [Line Items]Derivative, Gain (Loss) on Derivative, Net 1,788,123 6,014,245Notes Payable [Member]Short-term Debt [Line Items]Notes Payable $ 2,000,000Debt Instrument, Maturity Date Apr. 14,

2023Debt Instrument, Interest Rate, Stated Percentage 15.00%Class of Warrant or Right, Number of SecuritiesCalled by Each Warrant or Right 2,200,000 2,200,000

Class of Warrant or Right, Exercise Price ofWarrants or Rights $ 0.25

Warrant description

At theconversiondate theNotepayableholderalsoagreed tocancel theguaranteethat thevalue ofthe sharessold willbe no less,onaverage,than $1.50per sharethroughApril 15,2023.

The exerciseprice hascustomaryanti-dilutionprotectionfor stocksplits,mergers, etc.Additionally,the warrantscontain astipulationthat theCompanywillguaranteethe value ofthe sharessold will beno less, onaverage,than $1.50per sharethroughApril 15,2023. If theaveragevalue of theshares soldis less than


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$1.50 pershare, theCompanywill issueadditionalshares ofcommonstock tocompensatefor theshortfall

Amortization of Debt Discount (Premium) $ 1,291 11,228 10,477Extinguishment of Debt, Amount $

1,978,295Interest Expense $

12,501,178Debt Instrument, Unamortized Discount, Current 1,989,523Derivative, Fair Value, Net 12,583,598[custom:GainOnChangeInFairValueOfDerivatives] 1,917,580[custom:WarrantExerciseDescription] The exercise

price hascustomaryanti-dilutionprotectionfor stocksplits,mergers, etc.Additionally,the warrantcontains astipulationthat theCompanywillguaranteethe value ofthe sharessold will beno less, onaverage,than $1.50per sharethroughApril 15,2023. If thevalue is lessthan $1.50,theCompanywill issueadditionalshares ofcommonstock tocompensatefor theshortfall

Promissory Note Payable [Member]Short-term Debt [Line Items]Notes Payable $

500,000Debt Instrument, Maturity Date Mar.

16,2022

Debt Instrument, Interest Rate, Stated Percentage 12.00%Class of Warrant or Right, Number of SecuritiesCalled by Each Warrant or Right 500,000

Amortization of Debt Discount (Premium) 35,542 $ 6,965Debt Instrument, Convertible, ThresholdPercentage of Stock Price Trigger 40.00%

Valuation of warrants issued $112,990

Debt Conversion, Converted Instrument, Amount $500,000

Debt Conversion, Converted Instrument, SharesIssued 500,000

Debt Instrument, Unamortized Discount, Current 70,483Debt Conversion, Description On April

11, 2021,theCompanyand thelenderenteredinto anagreementwherebythe lender


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convertedthepromissorynote into272,332shares ofCompanystock,which wereissued tothe lenderat a 20%discountfrom theclosingprice of thestock onthe dayprior to theconversion.In additionto thediscount,theagreementcontains aguaranteethat theaggregategross salesof theshares bythe lenderwill be noless than$1,500,000over thenext threeyears andif theaggregategross salesare lessthan$1,500,000theCompanywill issueadditionalshares ofcommonstock to thelender forthedifferencebetweenthe totalgrossproceedsand$1,500,000

Derivative, Fair Value, Net 1,229,851[custom:GainOnChangeInFairValueOfDerivatives] $ 22,059Promissory Note [Member] | Third Party[Member]Short-term Debt [Line Items]Debt Instrument, Interest Rate, Stated Percentage 2.25%Debt Instrument, Face Amount $

1,000,000


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3 MonthsEnded 6 Months Ended

NOTE RECEIVABLE(Details Narrative) - USD ($) Jul. 26,

2021Oct. 31,

2021Oct. 31,

2021

Oct.31,

2020

Oct.05,

2021

Aug.26,

2021

Jul. 21,2021

Apr. 30,2021

Accounts, Notes, Loans andFinancing Receivable [LineItems]Debt Instrument, Face Amount $

11,000,000$11,000,000

$6,143,223

Debt Instrument, Interest Rate,Stated Percentage 9.50% 9.50%

Payments to Acquire NotesReceivable

$1,400,000

Interest Expense 210,222Notes Receivable [Member]Accounts, Notes, Loans andFinancing Receivable [LineItems]Interest Expense $ 34,602 $ 35,219Loan Agreement [Member]Accounts, Notes, Loans andFinancing Receivable [LineItems]Proceeds from Lines of Credit $

300,000Convertible Loan Agreement[Member]Accounts, Notes, Loans andFinancing Receivable [LineItems]Debt Instrument, Face Amount $

400,000$700,000

PlaySight Interactive Ltd [Member]| Loan Agreement [Member]Accounts, Notes, Loans andFinancing Receivable [LineItems]Debt Instrument, Face Amount $

2,000,000Debt Instrument, Interest Rate,Stated Percentage 15.00%


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6 Months EndedRELATED PARTYTRANSACTIONS (Details

Narrative) - USD ($) Oct. 31, 2021 Oct. 31, 2020 Apr. 30, 2021Apr. 30, 2020

Related Party Transaction [Line Items]Due to Related Parties $ 1,210,805 $ 1,283,464 $ 377,106Notes Payable, Related Parties 0 6,220,000 2,100,000[custom:InterestPayableToRelatedPartiesCurrent-0] 821,925 747,636 $ 138,967Revenue from Related Parties 240,314 $ 304,209Notes Payable 6,220,000Related Party [Member]Related Party Transaction [Line Items]Accounts Receivable, Related Parties 30,315 86,956Notes Payable $ 0 $ 615,584


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3 Months Ended 6 Months Ended 12 Months Ended 16 MonthsEndedSHAREHOLDERS’

EQUITY (DEFICIT)(Details Narrative) - USD ($)

Oct.11,

2021

Sep. 03,2021

Aug. 06,2021

Jul.11,

2021

Jul.06,

2021

Jun. 23,2021

May 26,2021

Apr. 11,2021

Feb. 09,2021

Jan.11,

2021

Dec.15,

2020

Nov.24,

2020

Nov.10,

2020

Oct.29,

2020

Oct.28,

2020

Oct.08,

2020

Oct.08,

2020

Sep.04,

2020

May15,

2020

Apr. 30,2020

Mar.16,

2020

Mar.02,

2020

Mar.02,

2020

Oct. 31,2021

Jul. 31,2021

Apr. 30,2021

Oct. 31,2020

Jul. 31,2020

Oct. 31,2021

Oct. 31,2020

Apr. 30,2021

Apr. 30,2020

Apr. 30,2021

Apr.13,

2021

Dec. 03,2020

Jun.02,

2020

May 06,2020

Feb. 25,2020

Feb. 24,2020

Feb.11,

2020

Nov.20,

2019

Sep. 16,2019

Sep.11,

2019

Jun. 02,2019

Accumulated Other Comprehensive Income (Loss) [LineItems]Stock Issued During Period, Shares, Conversion ofConvertible Securities 272,332 300,000 369,354

Stock Issued During Period, Value, Conversion of ConvertibleSecurities

$238,449

Stock Issued During Period, Value, Acquisitions $3,550,000

Class of Warrant or Right, Number of Securities Called byEach Warrant or Right 2,200,000

Common Stock, Shares, Issued 24,749,354 41,869,622 27,642,828 41,869,622 27,642,828 24,749,354 27,642,828Warrants and Rights Outstanding, Term 5 years 5 yearsOperating Expenses $

37,189,015$1,242,871

$40,464,959

$2,332,267$ 6,850,461 $ 6,232,503

Common Stock, Shares Authorized 300,000,000 300,000,000 300,000,000 300,000,000 300,000,000300,000,000300,000,000 300,000,00075,000,000Common Stock, Par or Stated Value Per Share $ 0.001 $ 0.001 $ 0.001 $ 0.001 $ 0.001 $ 0.001 $ 0.001Common Stock, Shares, Outstanding 24,749,354 41,869,622 27,642,828 41,869,622 27,642,828 24,749,354 27,642,828Derivative Liability $

53,571$53,571 $ 5,052,934 $ 5,052,934

Forgiveness of net liabilities owed to former majorityshareholder $ 15,289

Share-based Compensation Arrangement by Share-basedPayment Award, Equity Instruments Other than Options,Grants in Period

112,990

Stock Issued During Period, Value, Issued for Services $ 799,174 $ 618,554 $ 118,019 $65,826 850,129

Extinguishment of Debt, Amount $ 5,118,435Stock Issued During Period, Value, New Issues $

1,250,004Stock Issued During Period, Value, Purchase of Assets $ 35,351Shares issuable 8,137,859 0 6,921,299 0 6,921,299 8,137,859 6,921,299Convertible Note Payable Agreement [Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Convertible Notes Payable 125,000125,000 $

125,000$125,000

Interest Payable 4,274 $ 4,274Derivative, Fair Value, Net $

566,667Stock Purchase Agreement [Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Stock Issued During Period, Value, Acquisitions 332,239Forgiveness of net liabilities owed to former majorityshareholder

$15,289

Trademark Assignment Agreement [Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Class of Warrant or Right, Number of Securities Called byEach Warrant or Right 50,000

Class of Warrant or Right, Exercise Price of Warrants orRights $ 0.50


Stock Issued During Period, Shares, Purchase of Assets 35,000Stock Issued During Period, Value, Purchase of Assets $

35,351Common Stock [Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Stock Issued During Period, Shares, Acquisitions 540,000Stock Issued During Period, Value, Acquisitions $ 540Forgiveness of net liabilities owed to former majorityshareholderStock Issued During Period, Shares, Issued for Services 18,750 109,687 100,000 243,800 569,582Stock Issued During Period, Value, Issued for Services $ 19 $ 110 $ 100 $ 244 $ 570Stock Issued During Period, Shares, Purchase of Assets 35,000Stock Issued During Period, Value, Purchase of Assets $ 35Related Party Lender [Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Class of Warrant or Right, Number of Securities Called byEach Warrant or Right 2,750,000

Common Stock, Shares, Issued 6,921,299Conversion of Stock, Shares Converted 9,671,299Mont-Saic Investments [Member] | Convertible Note PayableAgreement [Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Common Stock, Shares, Issued 1,216,560Convertible Notes Payable $

1,700,000$1,700,000

Equity Method Investment, Ownership Percentage 33.00%Shares issuable 6,921,299Mont-Saic Investments [Member] | Warrant Assignment andConveyance Agreement [Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Stock Issued During Period, Shares, New Issues 1,216,560Common Stock, Shares, Issued 1,216,560Equity Method Investment, Ownership Percentage 33.00%Derivative, Fair Value, Net $

1,492,188Shares issuable 6,921,299 6,921,299 6,921,299 8,137,859Third Party [Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Stock Issued During Period, Shares, Conversion ofConvertible Securities 500,000


$500,000

Stock Issued During Period, Value, New Issues $500,000

Securities Purchase Agreement [Member]Accumulated Other Comprehensive Income (Loss) [LineItems][custom:WarrantsIssuedToPurchaseOfCommonStockShares-0] 7,333,334Foundation Sports [Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Stock Issued During Period, Shares, Acquisitions 540,000Stock Issued During Period, Value, Acquisitions $

3,550,000Related Party Lender [Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Stock Issued During Period, Shares, Conversion ofConvertible Securities 1,636,843


$6,220,003

Two Employees [Member] | Services Rendered In Lieu OfCash [Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Shares Issued, Shares, Share-based Payment Arrangement,before Forfeiture 50,215

Shares Issued, Value, Share-based Payment Arrangement,before Forfeiture 187,803

Vendor [Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Stock Issued During Period, Shares, Issued for Services 100,000 243,800Vendor [Member] | General and Administrative Expense[Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Stock Issued During Period, Value, Issued for Services $

65,826Vendor [Member] | Operating Expense [Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Stock Issued During Period, Value, Issued for Services $

114,000Vendor [Member] | Marketing and Other Services [Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Shares Issued, Shares, Share-based Payment Arrangement,before Forfeiture 18,750 18,750

Shares Issued, Value, Share-based Payment Arrangement,before Forfeiture 16,875 $ 16,875

Six New Brand Ambassadors [Member] | As Compensation[Member] | Common Stock [Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Stock option granted 90,937Six New Brand Ambassadors [Member] | As Compensation[Member] | Share-based Payment Arrangement, Option[Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Stock Issued During Period, Shares, New Issues 60,000Brand ambassadors [Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Share-based Payment Arrangement, Expense 278,757 $ 747,428Brand ambassadors [Member] | As Compensation [Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Stock Issued During Period, Shares, New Issues 12,000Class of Warrant or Right, Exercise Price of Warrants orRights $ 0.001 $ 0.001 $ 0.001

Warrants and Rights Outstanding, Term 10 years 10 years 10 yearsWarrant issued for employees and officers compensation 60,000Share-based Compensation Arrangement by Share-basedPayment Award, Purchase Price of Common Stock, Percent 50.00%

Brand ambassadors [Member] | As Compensation [Member] |Warrants [Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Share-based Payment Arrangement, Expense $ 59,838Brand ambassadors [Member] | As Compensation [Member] |Common Stock [Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Share-based Payment Arrangement, Expense 98,457Service Provider [Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Class of Warrant or Right, Exercise Price of Warrants orRights $ 0.75


Service Provider [Member] | Warrant [Member]


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Accumulated Other Comprehensive Income (Loss) [LineItems]Share-based Payment Arrangement, Expense $

221,826 105,457 214,552

Share-based Compensation Arrangement by Share-basedPayment Award, Non-Option Equity Instruments, Granted 400,000


400,000

Three Members [Member] | As Compensation [Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Share-based Payment Arrangement, Expense 22,085 $ 45,998 $ 48,502Share-based Compensation Arrangement by Share-basedPayment Award, Non-Option Equity Instruments, Granted 11,613

Class of Warrant or Right, Exercise Price of Warrants orRights

$0.001


Share-based Compensation Arrangement by Share-basedPayment Award, Equity Instruments Other than Options,Aggregate Intrinsic Value, Nonvested

$7,500


7,500

Warrant issued for employees and officers compensation 43,107Lead Placement Agent [Member] | Warrant [Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Class of Warrant or Right, Exercise Price of Warrants orRights $ 3.30

Class of Warrant or Right, Number of Securities Called byWarrants or Rights 266,667

Operating Expenses 376,000Lead Placement Agent [Member] | Exercise Price One[Member] | Warrant [Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Share-based Compensation Arrangement by Share-basedPayment Award, Non-Option Equity Instruments, Granted 10,000,000

Key Employees and Officers [Member] | Warrant [Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Share-based Payment Arrangement, Expense $

32,381,309Share-based Compensation Arrangement by Share-basedPayment Award, Non-Option Equity Instruments, Granted 10,100,000

Warrants and Rights Outstanding, Term 10 yearsKey Employees and Officers [Member] | As Compensation[Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Share-based Payment Arrangement, Expense $ 3,741,746Warrant issued for employees and officers compensation 12,500,000Key Employees and Officers [Member] | Exercise Price One[Member] | Warrant [Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Class of Warrant or Right, Exercise Price of Warrants orRights $ 0.001

Key Employees and Officers [Member] | Exercise Price Two[Member] | Warrant [Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Share-based Compensation Arrangement by Share-basedPayment Award, Non-Option Equity Instruments, Granted 100,000

Class of Warrant or Right, Exercise Price of Warrants orRights $ 3.42

Two Vendor [Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Stock Issued During Period, Shares, Issued for Services 100,000 46,087Two Vendor [Member] | Marketing and Other Services[Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Common Stock, Shares, Issued 18,750 5,000Operating Expenses $ 43,294Third Party Vendor [Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Stock Issued During Period, Shares, New Issues 55,945Operating Expenses 146,608Stock Issued During Period, Value, Issued for Services $

30,000Extinguishment of Debt, Amount 25,278Stock Issued During Period, Value, New Issues 198,386Prepaid Expense and Other Assets $

39,750 $ 26,500 $ 26,500 $ 26,500

Key Executives [Member] | As Compensation [Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Warrant issued for employees and officers compensation 6,000,000Non-US Warrant Holders [Member] | As Compensation[Member]Accumulated Other Comprehensive Income (Loss) [LineItems]Share-based Payment Arrangement, Expense $ 70,997Class of Warrant or Right, Exercise Price of Warrants orRights $ 0.001

Warrant issued for employees and officers compensation 1,500,000Market capitalization threshold $

100,000,000


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3 Months Ended 6 Months Ended 12 Months EndedCOMMITMENTS ANDCONTINGENCIES (Details

Narrative) - USD ($)Oct. 31,

2021Oct. 31,

2020Oct. 31,

2021Oct. 31,

2020Apr. 30,

2021Apr. 30,

2020Commitments and ContingenciesDisclosure [Abstract]Payments for Rent $ 5,150 $ 2,100 $ 6,550 $ 4,200 $ 8,400 $ 2,800


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12 Months EndedSUMMARY OFWARRANTS GRANTED

VALUATION USINGBLACK-SCHOLES

PRICING METHOD(Details) - Warrant

[Member] - ValuationTechnique, Option Pricing

Model [Member]

Apr. 30, 2021Apr. 30, 2020

Measurement Input, Expected Term [Member] | Minimum [Member]Property, Plant and Equipment [Line Items]Measurement input, term 2 years 2 yearsMeasurement Input, Expected Term [Member] | Maximum [Member]Property, Plant and Equipment [Line Items]Measurement input, term 10 years 10 yearsMeasurement Input, Price Volatility [Member] | Minimum [Member]Property, Plant and Equipment [Line Items]Alternative Investment, Measurement Input 1.48 1.21Measurement Input, Price Volatility [Member] | Maximum [Member]Property, Plant and Equipment [Line Items]Alternative Investment, Measurement Input 2.80 1.44Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member]Property, Plant and Equipment [Line Items]Alternative Investment, Measurement Input 0.0012 0.0036Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member]Property, Plant and Equipment [Line Items]Alternative Investment, Measurement Input 0.0164 0.0243Measurement Input, Expected Dividend Rate [Member]Property, Plant and Equipment [Line Items]Alternative Investment, Measurement Input 0 0


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12 MonthsEndedINTANGIBLE ASSET

(Details Narrative) - USD ($) Nov. 10,2020

Apr. 30,2021

Oct. 31,2021

Aug. 06,2021

Collaborative Arrangement and Arrangement Other thanCollaborative [Line Items]Class of Warrant or Right, Number of Securities Called by EachWarrant or Right 2,200,000

Warrants and Rights Outstanding, Term 5 yearsStock Issued During Period, Value, Purchase of Assets $ 35,351Warrants issued in connection with purchase of trademark $ 50,232Trademark Assignment Agreement [Member]Collaborative Arrangement and Arrangement Other thanCollaborative [Line Items]Payments to Acquire Intangible Assets $ 30,000Stock Issued During Period, Shares, Purchase of Assets 35,000Class of Warrant or Right, Number of Securities Called by EachWarrant or Right 50,000

Class of Warrant or Right, Exercise Price of Warrants or Rights $ 0.50Warrants and Rights Outstanding, Term 10 yearsStock Issued During Period, Value, Purchase of Assets $ 35,351Warrants issued in connection with purchase of trademark 50,232Indefinite-lived Intangible Assets Acquired $ 115,583


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SCHEDULE OF NETDEFERRED TAX (Details) -

USD ($)Apr. 30, 2021Apr. 30, 2020

Deferred tax assets (liabilities): Loss carryforwards $ 788,400 $ 301,000Deferred tax assets (liabilities): Accrued payroll 333,700Deferred tax assets (liabilities): Related party accruals 194,400 79,000Deferred tax assets (liabilities): Start-up costs 109,600 61,000Deferred tax assets (liabilities): Inventory reserve 17,900Valuation allowance (1,444,000) (441,000)Net deferred tax assetsISRAELDeferred tax assets (liabilities): Loss carryforwards 178,000 384,000Deferred tax assets (liabilities): Start-up costs 13,000Valuation allowance (304,000) (470,000)Net deferred tax assetsDeferred tax assets (liabilities): Accrued expenses 63,000Deferred tax assets (liabilities): Research and development costs $ 113,000 $ 23,000


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12 Months EndedSCHEDULE OF INCOMETAX PROVISION (Details) -

USD ($) Apr. 30, 2021Apr. 30, 2020

Income tax benefit based on book loss at US statutory rate $ (3,832,300) $ (1,273,000)Stock-based compensation and shares for services 188,100 786,000Debt discount amortization 79,100 15,000Related party accruals 127,800 79,000Start up costs 61,000Interest expense 2,630,000 41,000Meals and entertainment 1,000Loss on extinguishment of debt 636,400Accrued payroll 215,400Gain on change in fair value of derivatives (407,300)Other non-deductible items 1,500Valuation allowance 361,300 290,000Total income tax provisionISRAELIncome tax benefit based on book loss at US statutory rate 80,000 (728,000)Debt discount amortization 430,000Related party accruals 44,000Start up costs 13,000Other non-deductible items 9,000Valuation allowance 184,000Total income tax provisionTravel expenses 38,000Research and development costs 113,000 23,000Loss carryforward $ (206,000)


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12 Months EndedINCOME TAXES (DetailsNarrative) - USD ($) Apr. 30, 2020 Apr. 30, 2021

Operating Loss Carryforwards $ 1,424,000 $ 3,032,000Income Tax Examination, Penalties and Interest Expense 0ISRAELOperating Loss Carryforwards $ 1,671,000 $ 774,000


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3MonthsEndedSUBSEQUENT EVENTS

(Details Narrative) - USD ($) Jul. 26,2021

Jul. 21,2021

Jun. 23,2021

Jun. 21,2021

May 26,2021

Jul. 31,2021

Oct. 31,2021

Aug.04,

2021

Aug.02,

2021

Jul. 23,2021

Apr. 30,2021

Apr. 30,2020

Subsequent Event [LineItems]Notes Payable, RelatedParties, Current

$6,143,223

$2,100,000

Hold back percentage 10.00% 10.00%Debt Instrument, Face Amount $

11,000,000$6,143,223


Subsequent Event [Member]Subsequent Event [LineItems]Stock Issued During Period,Shares, New Issues 600,000

Hold back percentage 10.00%Subsequent Event [Member] |Related Party [Member]Subsequent Event [LineItems]Notes Payable, RelatedParties, Current

$500,000

$500,000


One Vendor and TwoEmployees [Member] |Subsequent Event [Member] |Marketing and Other Services[Member]Subsequent Event [LineItems]Stock Issued During Period,Shares, Issued for Services 68,965

Six Brand Ambassadors[Member] | Subsequent Event[Member]Subsequent Event [LineItems]Stock Issued During Period,Shares, Issued for Services 90,937

Loan Agreement [Member]Subsequent Event [LineItems]Proceeds from Lines of Credit $

300,000Loan Agreement [Member] |Related Party [Member]Subsequent Event [LineItems]Notes Payable, RelatedParties, Current

$500,000

$500,000


Loan Agreement [Member] |Subsequent Event [Member]Subsequent Event [LineItems]


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Debt Instrument, Face Amount $2,000,000


Proceeds from Lines of Credit $ 300,000Loan Agreement [Member] |Related Party Lender[Member] | Subsequent Event[Member]Subsequent Event [LineItems]Notes Payable, RelatedParties, Current

$6,220,000

Stock Issued During Period,Shares, New Issues 1,636,843

Membership Interest PurchaseAgreement [Member]Subsequent Event [LineItems]Stock Issued During Period,Shares, New Issues 540,000

Membership interest purchaseagreement, description

On June 21,2021, theCompanycompletedoneimmaterialacquisitionby enteringinto amembershipinterestpurchaseagreement(“MIPA”)with CharlesRuddy (the“Seller”) toacquire a100%ownershipstake inFoundationSportsSystems,LLC(“FoundationSports”) inexchange for1,000,000shares ofcommonstock of theCompany tobe issued tothe Sellerand twootherFoundationSportsemployees inthreetranches (the“PurchasePrice”): (i)


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600,000shares ofcommonstock on theclosing date,(ii) 200,000shares ofcommonstock on thefirstanniversaryof theclosing dateand (iii)200,000shares ofcommonstock on thesecondanniversaryof theclosing date(collectively,the“Shares”),provided that10% of theShares ofeach tranchewill be heldback by theCompanyand notdelivered totherecipients fora period of12 monthsfrom the dateof theirissuance.The Sharesare subject toa 12-monthlock-up fromtheir date ofdeliveryduring whichtime theymay not beoffered orsold by theSeller or anyotherrecipientthereofwithout theexpresswrittenconsent oftheCompany.On June 23,2021, theCompanyissued



540,000shares of itscommonstock to thereceiptsunder theMIPA,whichconsisted of600,000shares less ahold-back of10% (i.e.,60,000shares).

Hold back shares 600,000 600,000Membership Interest PurchaseAgreement [Member] |Subsequent Event [Member]Subsequent Event [LineItems]Stock Issued During Period,Shares, New Issues 540,000

Membership interest purchaseagreement, description

theCompanyentered intoamembershipinterestpurchaseagreement(“MIPA”)with CharlesRuddy (the“Seller”) toacquire a100%ownershipstake inFoundationSportsSystems,LLC(“FoundationSports”) inexchange for1,000,000shares ofcommonstock of theCompany tobe issued tothe Sellerand twootherFoundationSportsemployees inthreetranches (the“PurchasePrice”): (i)

Hold back shares 600,000


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