What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-08-06 compared with 2020-08-24 · 465 added, 296 removed, 67 unchanged (92% of the section changed)

1 unchanged sentence

shares of common stock have been quoted on the OTCQB by the OTC Markets Group Inc.

of the Financial Industry Regulatory Authority,

of the Financial Industry Regulatory Authority, Inc.

(“FINRA”) under the symbol “LAZX”

since May 2019 and “SLGB”

since May 2019 and “SLBG”

since November 2019.

August 21, 2020, the stock closed at $0.81.

the date hereof, there were 94 holders of record of our common stock, as reported by the Company’s transfer agent.

the number of holders of record, each broker-dealer and clearing corporation holding shares on behalf of its customers is counted

as a single stockholder.

July 30, 2021, the stock closed at $3.20.

July 31, 2021, there were 118 holders of record of our common stock, as reported by the Company’s transfer agent.

In computing the number of holders of record, each broker-dealer and clearing corporation holding shares on behalf of its customers is

counted as a single shareholder.

have never declared or paid any cash dividends on our common stock nor do we anticipate paying any in the foreseeable future.

Furthermore, we expect to retain any future earnings to finance our operations and expansion.

The payment of cash dividends in

the future will be at the discretion of our Board of Directors.

we expect to retain any future earnings to finance our operations and expansion.

The payment of cash dividends in the future will be

at the discretion of our Board of Directors.

Compensation Plans

Company is preparing to adopt an equity compensation plan for its officers and directors in the second quarter of the fiscal year

ending April 30, 2021.

November 11, 2020, the Board of Directors of the Company approved the Slinger Bag Inc.

Global Share Incentive Plan (2020), or the 2020

Plan, which was approved by stockholders holding in the aggregate 19,994,700 shares of the Company’s common stock, or approximately

75.4% of the Company’s 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 and its subsidiaries are eligible for incentive stock option awards).

Company has reserved a total of 15,000,000 shares for issuance under awards to be made under the 2020 Plan, 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 subject to 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 that date).

The Board of Directors

in its discretion may terminate the 2020 Plan at any time with respect to any shares for which awards have not theretofore been

provided, however, that the 2020 Plan’s termination shall not materially and adversely impair the rights of a holder,

without the consent of the holder, with respect to any award previously granted.

new hires, non-employee directors and additional non-employee consultants are eligible to participate in the 2020 Plan as well.

of awards to be granted to officers, non-employee directors, employees and non-employee consultants cannot be determined at this time

as the grant of awards is dependent upon various factors such as hiring requirements and job performance.

Sales of Unregistered Securities;

Use of Proceeds from Registered Securities

March 4, 2020, the Company issued 369,354 shares of common stock to Yuval Shani upon the conversion of the outstanding principal

amount and accrued interest on his convertible note into shares of common stock of the Company in full satisfaction of the Company’s

obligations under such note.

May 6, 2020, the Company issued a first tranche of 1,216,560 shares of its common stock to Montsaic Investments, LLC as partial

satisfaction of the 8,137,259 shares of common stock to which Montsaic is entitled to receive in connection with its right to

a 33% ownership stake in the Company, which was a term in Montsaic;s loan of $1,700,000 to the Company on June 1, 2019.

May 15, 2020, the Company issued 243,800 shares of common stock to MDM Worldwide Inc.

as compensation for the performance of ongoing

April 11, 2021, the Company issued 272,332 shares of its common stock for the conversion and full satisfaction of the Company’s

obligations of a $1,000,000 promissory note.

April 11, 2021 and on April 13, 2021, the Company issued 18,750 and 5,000 shares of its common stock to two vendors as compensation for

marketing and advisory services.

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.

June 23, 2021, the Company issued 540,000 shares of its common stock in satisfaction of the first tranche related to the Company’s

purchase of Foundation Sports Systems, LLC.

the three months ended July 31, 2021, the Company issued 68,965 shares of its common stock to one vendor and two employees as compensation

for marketing and other services rendered.

the three months ended July 31, 2021, the Company granted an aggregate total of 90,937 shares of its common stock to six brand ambassadors

as compensation for services.

Purchases of Equity Securities

SELECTED FINANCIAL DATA

a smaller reporting company, we are not required to provide this information.

Not applicable

to smaller reporting companies.

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

1 unchanged sentence

On August 23, 2019, the majority

owner of 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.

owner of 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 Bag Americas acquired 20,000,000 shares of common stock of Lazex for $332,239.

16, 2019, SBL transferred 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 shares of common stock (approximately 82%) of Lazex.

Effective September 13, 2019, Lazex changed its name to

Slinger Bag Inc.

October 31, 2019, Slinger Bag Americas acquired control of Slinger Bag Canada, Inc., (“Slinger Bag Canada”) a Canadian

company incorporated on November 3, 2017.

There are no assets or liabilities or historical operational activity of Slinger Bag

February 10, 2020, Slinger Bag Americas became the 100% owner of SBL, along with SBL’s wholly owned subsidiary Slinger Bag

International (UK) Limited (“Slinger Bag UK”) formed on April 3, 2019, after Zehava Tepler, the owner of SBL, contributed

it to Slinger Bag Americas for no consideration.

operations of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada and SBL are collectively referred to as the “Company.”

In connection with the Stock Purchase Agreement,

Slinger Bag Americas acquired 20,000,000 shares of common stock of Lazex for $332,239.

On September 16, 2019, SBL transferred 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 shares of common stock (approximately 82%)

Effective September 13, 2019, Lazex changed its name to Slinger Bag Inc.

October 31, 2019, Slinger Bag Americas acquired control of Slinger Bag Canada, Inc., (“Slinger Bag Canada”) a Canadian company

incorporated on November 3, 2017.

There were no assets, liabilities or historical operational activity of Slinger Bag Canada.

February 10, 2020, Slinger Bag Americas became the 100% owner of SBL, along with SBL’s wholly owned subsidiary Slinger Bag International

(UK) Limited (“Slinger Bag UK”), which was formed on April 3, 2019.

On February 10, 2021, Zehava Tepler, the

owner of SBL, contributed Slinger Bag UK to Slinger Bag Americas for no consideration.

operations of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK and SBL are collectively referred to

as the “Company.”

Company operates in the sporting and athletic goods business.

The Company is the owner of Slinger Launcher, which is a portable

tennis ball launcher.

Accounting Policies

The Company is the owner of the Slinger Launcher, which is a portable tennis

ball launcher, as well as other associated tennis accessories.

February 25, 2020, the Company increased the number of authorized shares of common stock from 75,000,000 to 300,000,000 via a four-to-one

forward split of its outstanding shares of common stock.

All share and per share information contained in this report have been retroactively

adjusted to reflect the impact of the stock split.

Accounting Policies and Estimates

of Presentation

consolidated financial statements of the Company are presented in accordance with accounting principles generally accepted in

the United States of America (“GAAP”).

As a result of the transactions described above, the accompanying consolidated

financial statements include the combined results of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada and SBL for the

year ended April 30, 2020.

The contribution of the net assets of SBL is reflected as an equity contribution at historical cost

on May 1, 2019, the beginning of the earliest period in which the entities were under common control.

There was no historical

activity in Slinger Bag Americas or Slinger Bag Canada prior to May 1, 2019.

The accompanying financial statements for the year

ended April 30, 2019 reflect the historical results of Slinger Bag Inc.

(formerly known as Lazex).

All intercompany accounts and

transactions have been eliminated in consolidation.

preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of

the financial statements and the reporting amounts of revenues and expenses during the reported period.

Accordingly, actual results

could differ from those estimates.

Effective May 1, 2018, the Company adopted

Accounting Standards Codification (“ASC”) 606, the core principle of which is that an entity should recognize revenue

to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity

expects to be entitled to receive in exchange for those goods or services.

The adoption of ASC 606 had no impact on the Company’s

historical financial statements.

The Company’s contracts with customers contain one performance obligation.

recognizes revenue for its performance obligation at a point in time once products are shipped or physically delivered,

depending on the third-party shipping terms.

Amounts collected from customers in advance of revenue being recognized

are reflected as deferred revenue on the accompanying consolidated balance sheets.

Value of Financial Instruments

value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date, based on the Company’s principal or, in the absence of a principal,

most advantageous market for the specific asset or liability.

provides for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows:

Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly

or indirectly, for substantially the full term of the asset or liability, including:

prices for similar assets or liabilities in active markets

prices for identical or similar assets or liabilities in markets that are not active

other than quoted prices that are observable for the asset or liability

that are derived principally from or corroborated by observable market data by correlation or other means

Inputs that are unobservable and reflect the Company’s own assumptions about the assumptions market participants

would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally

derived assumptions surrounding the timing and amount of expected cash flows).

Company’s financial instruments consist of cash and cash equivalents, accounts payable and amounts due to related parties.

The carrying amount of these financial instruments approximates fair value due to their short-term maturity.

consolidated financial statements of the Company are presented in accordance with accounting principles generally accepted in the United

States of America (“GAAP”).

As a result of the transactions described above, the accompanying consolidated financial statements

include the combined results of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK and SBL for the years

ended April 30, 2021 and 2020.

The contribution of the net assets of SBL is reflected as an equity contribution at historical

cost on May 1, 2019, the beginning of the earliest period in which the entities were under common control.

There was no historical activity

in Slinger Bag Americas or Slinger Bag Canada prior to May 1, 2019.

All intercompany accounts and transactions have been eliminated in

consolidation.

preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect

the amounts reported in the financial statements and accompanying notes.

Accordingly, actual results could differ from

those estimates.

is valued at the lower of the cost (determined principally on a first-in, first-out basis) or net realizable value.

The Company’s

derivative liability was calculated using Level 2 assumptions.

valuation of inventory includes inventory reserves for inventory that will be sold below cost and the impact of inventory shrink.

reserves are based on historical information and assumptions about future demand and inventory shrink trends.

It is possible that changes

to inventory reserve estimates could be required in future periods due to changes in market conditions.

Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606,

the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers

in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services.

The Company recognizes revenue for its performance obligation associated with its contracts with customers at a point in time once products

Amounts collected from customers in advance of shipping products ordered are reflected as deferred revenue

on the accompanying 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 any significant returns or warranty issues.

Value of Financial Instruments

value of financial and non-financial assets and liabilities is defined as an exit price, representing the amount that would be received

to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

The three-tier hierarchy for

inputs used in measuring fair value, which prioritizes the inputs used in the methodologies of measuring fair value for assets and liabilities,

is as follows:

Quoted prices in active markets for identical assets or liabilities

Observable inputs other than quoted prices in active markets for identical assets and liabilities

Unobservable pricing inputs in the market

assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair

value measurements.

Our assessment of the significance of a particular input to the fair value measurements requires judgment and may

affect the valuation of the assets and liabilities being measured and their categorization within the fair value hierarchy.

Company’s financial instruments consist of cash and cash equivalents, accounts receivable, and accounts payable.

amount of these financial instruments approximates fair value due to their short-term maturity.

The Company’s derivative liabilities

were calculated using Level 2 assumptions.

taxes are accounted for in accordance with the provisions of ASC 740, Accounting for Income Taxes.

Deferred tax assets and liabilities

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 rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or

The effect 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

expected to be realized, but no less than quarterly.

accordance with ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances

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 useful lives

against their respective carrying amount.

Impairment, if any, is based on the excess of the carrying amount over the fair value,

based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which

the determination is made.

There was no impairment of long-lived assets identified during the year ended April 30, 2020 or 2019.

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 rates expected

to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred

tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

allowances are established, when necessary, to reduce deferred tax assets to the amounts that are more likely than not to be realized.

accordance with ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances 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 useful lives against their respective carrying

If those net undiscounted cash flows do not exceed the carrying amount, impairment, if any, is based on the excess of

the carrying amount over the fair value, based on market value or discounted expected cash flows of those assets and is recorded in the

period in which the determination is made.

There was no impairment of long-lived assets identified during the year ended April 30, 2021

Company grants warrants to key employees and executives as compensation on a discretionary basis.

The Company also grants warrants

in connection with certain note payable agreements.

The Company measures the fair value of the awards using the Black-Scholes

option pricing model as of the measurement date.

Warrants granted in connection with ongoing arrangements are more fully described

in Note 6 - Note Payable and Note 8 –

Stockholders’

warrants granted during the year ended April 30, 2020 and 2019 were valued using the Black-Scholes pricing method on the date

of grant using the following assumptions below.

Expected life in years

Stock price volatility

121.4% - 144.2%

Risk free interest rate

0.36% - 2.43%

Expected dividends

and Diluted Earnings Per Share

earnings per share are calculated by dividing income available to stockholders by the weighted-average number of common shares

outstanding during each period.

Diluted earnings per share are computed using the weighted average number of common and dilutive

common share equivalents outstanding during the period.

The Company had 8,137,859 common shares issuable as of April 30, 2020

which were not included in the calculation of diluted earnings per share as the effect is antidilutive.

The Company also had outstanding

notes payable convertible into 8,150,794 shares of common stock as of April 30, 2020, as well as outstanding warrants exercisable

into 13,000,000 shares of common stock which were excluded from calculation of diluted earnings per share as the effect is antidilutive.

There were no common share equivalents outstanding during the year ended April 30, 2019.

As a result, the basic and diluted earnings

per share are the same for each of the periods presented.

The Company also grants warrants in

connection with certain note payable agreements and other key arrangements.

The Company is required to estimate the fair value

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.

Accounting Pronouncements

February 2016, the FASB issued Accounting Standards Update 2016-02, “Leases”

This guidance is effective

for public entities for fiscal years beginning after December 15, 2018 including the interim periods within those fiscal years.

Early application is permitted.

Under the new provisions, all lessees will report a right-of-use asset and a liability for the

obligation to make payments for all leases with the exception of those leases with a term of 12 months or less.

All other leases

will fall into one of two categories:

(i) Financing leases, similar to capital leases, which will require the recognition of an

asset and liability, measured at the present value of the lease payments and (ii) Operating leases which will require the recognition

of an asset and liability measured at the present value of the lease payments.

The Company has adopted this standard on May 1,

2019 with no significant impact to the Company’s financial statements.

of Operations for the Year Ended April 30, 2020 and 2019

following are the results of our operations for the year ended April 30, 2020 as compared to 2019:

For the Year Ended

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 certain 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 of which are applied on a

prospective basis and others on a retrospective basis with earlier application permitted.

The Company is currently evaluating the effect

of this ASU on the Company’s financial statements and related disclosures.

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

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

the Year Ended

Cost of sales

Gross income (loss)

Operating expenses:

1 unchanged sentence

General and administrative expenses

Stock-based compensation

Research and development costs

Transaction costs

Total operating expenses

operating expenses

Loss from operations

Other expenses:

Other expenses (income):

Amortization of debt discount

Loss on extinguishment of debt

Induced conversion loss

Gain on change in fair value of derivatives

Interest expense - related party

Interest expense

Total other expense

other expense

Loss before income taxes

Provision for (benefit from) income taxes

(18,594,760 )

Provision for income

$ (18,594,760 )

test the market for our products, we initiated a Kickstarter and Indiegogo campaign in 2019, taking orders for 3,100 units for

total expected revenue of approximately $866,000.

During the year ended April 30, 2020, we shipped orders representing

$686,179 in sales.

As of April 30, 2020, we had deferred revenue of $179,366 representing units that have not been shipped.

expect these orders to be fulfilled and the sales to be recognized in the year ended April 30, 2021.

We had no sales during the

year ended April 30, 2019.

cost of sales during the year ended April 30, 2020 amounted to $1,370,897, which represent the cost of units shipped during the

The loss on these shipments is due to (1) discounted pricing on the initial crowdfunding orders, (2) as fulfillment was

later than initial 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 by the US against Chinese sourced products, the

import duty was raised on all launchers brought into USA increasing cost of sales.

As a result, our cost of sales exceeded initial

sales values raised in crowdfunding campaign.

Once all initial crowdfunding orders are fulfilled, we expect our gross margin to

become positive.

We had no cost of sales during the year ended April 30,2019 as we had no sales during the year.

the year ended April 30, 2020, we incurred total operating expenses of $6,232,503 compared with $28,289 during the year ended

$ (9,227,744 )

$ (9,367,016 )

net sales during the year ended April 30, 2021 were $10,804,214,

which consisted partially of shipped orders related to our Kickstarter and Indiegogo crowdfunding campaigns initiated in fiscal year

2019, as well as new orders placed and fulfilled to consumers via our online marketplace and to our international distributors.

sales during the year ended April 30, 2020 were $686,179 and were 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 during the year ended April 30, 2021 were $7,680,290, which represents the costs of units shipped during the period, 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 as the 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 by the

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

new orders placed and fulfilled during the current year by consumers and distributors, which resulted in a positive gross profit.

our cost of sales is being negatively impacted by the large increase in container costs out of Asia.

Our cost of sales during the year

ended April 30, 2020 were $1,370,897, and resulted in a gross loss of $684,718 for the reasons stated above relating to our crowdfunding

and marketing expenses

the year ended April 30, 2021, we incurred selling and marketing expenses of $1,761,154 compared with $563,003 during the year ended

April 30, 2020.

The increase is due primarily to expenses related to activity commencing during the year ended April 30, 2020

related to marketing and development activities, website design, attendance at trade events, and additional costs necessary to

build our business infrastructure to commence sales activities.

We also incurred transaction-related costs associated with completing

the Stock Purchase Agreement with Slinger Bag Americas as well as additional professional fees associated with being a publicly

traded company.

We also incurred $3,741,746 in stock-based compensation expense during the year ended April 30, 2020 related to

warrants issued to key employees and officers.

There were no such costs that occurred during the same period in 2019.

the year ended April 30, 2020, we had other expenses totaling $2,310,523 which consisted of $1,565,174 for the amortization of

debt discounts and $745,349 for interest expense.

There were no such expenses during the prior year.

This increase is largely driven by an increase in social media advertising, sponsorships, and other investments in our

public relations presence in order to drive sales and build brand awareness.

and administrative expenses

and administrative expenses consist primarily of compensation, including share-based compensation, and other employee-related costs,

as well as legal fees and fees for professional services.

During the year ended April 30, 2021, we incurred general and administrative

expenses of $4,749,922 compared with $5,291,075 during the year ended April 30, 2020.

The decrease in general and administrative expenses

is largely due to a one-time warrant grant to key employees and officers of the Company in the prior year that resulted in an expense

of $3,741,746, which was partially offset in the current year by an increase in compensation expense due to increased headcount as a

result of the continued growth of the business.

and development costs

the year ended April 30, 2021, we incurred research and development costs of $339,385 compared with $179,982 during the year ended April

This increase is mainly driven by our investment in a new platform and app that will integrate artificial intelligence (AI)

technology to offer more value to our customers.

the year ended April 30, 2020, we incurred transaction costs associated with completing the Stock Purchase Agreement with Slinger Bag

Americas, as well as additional professional fees associated with being a publicly traded company.

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 to increases in loss

on extinguishment of debt of $3,030,495 and induced conversion loss of $51,412 due to debt extinguishment transactions during 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 in conjunction with

a note payable that was entered into during the year.

These increases were partially offset by decreases in amortization of 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.

and Capital Resources

1 unchanged sentence

our liabilities in the normal course of business for the foreseeable future.

We had an accumulated deficit of $10,228,513 as of

April 30, 2020 and more losses are anticipated in the development of the business.

Accordingly, there is substantial doubt about

our ability to continue as a going concern.

Our financial statements do not include any adjustments related to the recoverability

and classification of assets or the amounts and classification of liabilities that might be necessary should we be unable to continue

as a going concern.

ability to continue as a going concern is dependent upon our generating profitable operations in the future and/or being able

to obtain the 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 hands, loans

from related parties, and/or private placement of common stock.

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

For the Year Ended

Cash flows from operating activities

$ (4,208,274 )

Cash flows from investing activities

Cash flows from financing activities

had cash of $79,847 as of April 30, 2020, as compared to $1,994 as of April 30, 2019.

We had 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 substantial doubt about our ability

to continue as a going concern.

Our financial statements do not include any adjustments related to the recoverability and classification

of assets or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

ability to continue as a going concern is dependent upon our generating profitable operations in the future and/or being able to obtain

the 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.

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

the Year Ended

flows from operating activities

flows from investing activities

flows from financing activities

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

cash used in operating activities was $4,517,457 during the year ended April 30, 2021, compared with $4,208,274 during the

same period in 2019.

The increase in cash used in operating activities was primarily due to our net loss for the period of $9,227,744,

offset by non-cash expenses of $3,741,746 for stock-based compensation and $1,924,029 for amortization of debt discounts and non-cash

interest expense.

Our cash used in operating activities in 2019 was due primarily to our net loss of $28,289.

cash provided from investing activities was $73,400 for the year ended April 30, 2020, compared with $0 for the same period in

We had $73,400 in cash we acquired from the contribution of the net assets of Slinger Bag Limited.

cash provided by financing activities was $4,217,761 for the year ended April 30, 2020, compared with $9,000 for the same period

Cash provided by financing activities in 2020 consisted of proceeds of $2,100,000 from notes payable with a related party,

$1,950,000 in proceeds from convertible notes payable, and $500,000 from a note payable, offset by distribution to the majority

shareholder for $332,239.

Cash provided by financing activities in 2019 consisted of net borrowings from related parties.

year ended April 30, 2020.

Our cash used in operating activities during the year ended April 30, 2021 was primarily the result of our

net loss of $18,594,760 for the year as well as increases in inventory and accounts receivable year over year, which was partially offset

by non-cash expenses of $14,892,030 and increases in accounts payable and accrued expenses, accrued payroll and bonuses and accrued interest

related party as well as a decrease in prepaid expenses and other current assets year over year.

Our net cash used in operating

activities during year ended April 30, 2020 was primarily the result of our net loss of $9,227,744 during the year as well as increases

in inventory and prepaid expenses and other current assets, which was partially offset by non-cash expenses of $5,666,425 as well as

increases in accounts payable and accrued expenses, accrued payroll and bonuses and accrued interest –

related party.

cash used in investing activities was $30,000 for the year ended April 30, 2021, compared with net cash provided by

investing activities of $73,400 for the for year ended April 30, 2020.

Investing activities for the year ended April 30, 2021

related to the purchase of the Slinger trademark, while investing activities for the year ended April 30, 2020 were the result of $73,400

in cash we acquired from the contribution of the net assets of Slinger Bag Limited.

cash provided by financing activities was $5,420,000 for the year ended April 30, 2021, compared with $4,217,761 for the year

ended April 30, 2020.

Cash provided by financing activities for the year ended April 30, 2021 consisted of proceeds of $3,300,000

from notes payable with a related party, proceeds of $3,120,000 from notes payable, and a repayment of notes payable with a related

party of $1,000,000.

Cash provided by financing activities for the year ended April 30, 2020 consisted of proceeds of

$2,100,000 from notes 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.

of Indebtedness

3 unchanged sentences

Slinger Bag Canada for borrowings of $500,000 bearing interest 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 making

the all principal and accrued interest due on July 15, 2020.

December 3, 2019, the Company entered into a loan agreement with the same related party for borrowings of $500,000 bearing interest

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 making all

principal and accrued interest due on July 15, 2020, which was later amended to extend the due date to September 1, 2021.

December 3, 2019, the Company entered into a loan agreement with the same related party for borrowings of $500,000 bearing interest 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 annum and

making the all principal and accrued interest due on July 15, 2020.

On December 13, 2019, the Company

entered into an Amended and Restated Loan Agreement increasing the interest rate earned from 12% to 24% per annum and making all principal

and accrued interest due on July 15, 2020, which was later amended to extend the due date to September 1, 2021.

December 11, 2019, the Company entered into a loan agreement with the same related party for borrowings of $700,000 bearing interest

1 unchanged sentence

All principal and accrued interest were due on July 15, 2020.

January 6, 2019, the Company entered into a loan agreement with the same related party for borrowings of $200,000 bearing interest

at 24% per annum.

All principal and accrued interest were due on January 8, 2021.

March 1, 2020, the Company entered into a loan agreement with the same related party for borrowings of $200,000 bearing interest

On July 8, 2020, the terms of the debt were amended

to extend the due date to January 8, 2021, which was later amended to extend the due date to September 1, 2021.

January 6, 2019, the Company entered into a loan agreement with the same related party for borrowings of $200,000 bearing interest at

24% per annum.

All principal and accrued interest were due on January 8, 2021, which was later amended to extend the due date to September

February 28, 2020, the Company entered into a loan agreement with the same related party for borrowings of $200,000 bearing interest

at 24% per annum.

All outstanding borrowings and accrued interest under all agreements are due on January 8, 2021.

May 12, 2020, the Company borrowed an additional $1,000,000 from this same related party.

On July 3, 2020, the Company borrowed

an additional $500,000 from this same related party.

The borrowings bear interest at a rate of 24% per annum and are due on February

On July 8, 2020, the Company entered into a Purchase Order Financing Agreement (“PO Financing Agreement”)

whereby $1,900,000 of the total $3,600,000 in outstanding debt due to the related party has been labeled as inventory financing

(“PO Financing Amount”).

The PO Financing Amount, along with any accrued interest, is due in full no later than six

months from the effective date of the PO Financing Agreement, or January 8, 2021.

The outstanding balance of the PO Financing

Amount bears interest at a rate of 2% per month.

The Company has agreed to repay the PO Financing Amount together with any accrued,

but unpaid, interest thereon out proceeds from the sale of its products, licensing activities, revenue to be generated from operations

and/or amounts received by the Company from investors, lenders, financiers, financing sources or other persons before making payments

of any other nature (including dividends and distributions) except for payments required to finance the Company’s operations.

On August 10, 2020, the Company borrowed an additional $250,000 subject to the PO Financing Agreement.

borrowings are expected from this related party in order to fund operations over the next year.

All principal and accrued interest were due on February 28, 2021, which was later amended to extend the due

date to September 1, 2021.

May 12, 2020 and July 3, 2020, the Company entered into loan agreements with the same related party for borrowings of $1,000,000

and $500,000, respectively, bearing interest at 24% per annum.

All principal and accrued interest were due on August

31, 2020 and July 3, 2021, respectively, which was later amended to extend the due dates to September 1, 2021.

July 8, 2020, the Company entered into a Purchase Order Financing Agreement (“PO Financing Agreement”) whereby $1,900,000

of the total $3,600,000 in outstanding debt due to the related party as of the date of the agreement was labeled as inventory

financing (“PO Financing Amount”).

The PO Financing Amount, along with any accrued interest, is due in full no later than

six months from the effective date of the PO Financing Agreement, which was later amended to extend the due date to September 1, 2021.

The outstanding balance of the PO Financing Amount bears interest at a rate of 2% per month.

The Company agreed to repay the PO Financing

Amount together with any accrued, but unpaid, interest thereon out of proceeds from the sale of its products, licensing activities,

revenue to be generated from operations and/or amounts received by the Company from investors, lenders, financiers, financing sources

or other persons before making payments of any other nature (including dividends and distributions), except for payments required

to finance the Company’s operations.

August 10, 2020, the Company entered into a loan agreement with the same related party for borrowings of $250,000 under

the PO Financing Agreement bearing interest at 24% per annum.

All principal and accrued interest were due on August 10, 2021, which

was later amended to extend the due date to September 1, 2021.

September 7, 2020, the outstanding debt from the existing related party lender was amended to reduce the interest rate to 9.5%

per annum on all outstanding loans, including the PO Financing Agreement, effective the date of the agreement.

As consideration

for agreeing to reduce the interest rate, the Company issued the related party warrants to purchase 2,500,000 shares of the Company’s

common stock at an exercise of $0.001 per share.

The warrants vest immediately and have a contractual life of 10 years.

September 8, 2020, the existing related party lender agreed to extend the due date of all outstanding loans to September 1, 2021.

September 15, 2020, the Company entered into a loan agreement with the same related party for borrowings of $250,000 bearing

interest at 9.5% per annum and due in full on September 15, 2021.

In connection with the loan, the Company issued warrants to the

related party lender to purchase 125,000 shares of the Company’s common stock at an exercise price of $0.001 per share.

The warrants vest immediately 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

for the year ended April 30, 2021.

As of April 30, 2021, the remaining discount was $26,515.

November 24, 2020, the Company entered into a loan agreement with the same related party for borrowings 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 issued warrants to the

related party lender to purchase 125,000 shares of the Company’s common stock at an exercise price of $0.001 per share.

The warrants vest immediately and have a contractual life of 10 years.

This note was discounted by $88,201 allocated from the

valuation of the warrants issued.

The discount recorded on the note is being amortized through the maturity date, which amounted to

$37,939 for the year ended April 30, 2021.

As of April 30, 2021, the remaining discount was $50,262.

December 3, 2020, Mont-Saic Investments LLC (“Mont-Saic”) entered into an Assignment and Conveyance Agreement

with 2490585 Ontario Inc., the Company’s existing related party lender (“2490585 Ontario”).

In connection with the

agreement, Mont-Saic sold its full right, title and interest in its outstanding notes payable amounting to $1,820,000 to 2490585

Ontario, Inc., along with the 1,216,560 shares of common stock previously issued to Mont-Saic in connection with the debt agreement

and the rights to receive the remaining 6,921,299 shares issuable.

Subsequent to this point in time, the outstanding debt of $1,820,000

and all accrued interest is payable to 2490585 Ontario and future interest will accrue at a rate of 9.5% per annum consistent with the

rate being charged on their other outstanding debt.

The scheduled maturity date of the 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.

April 1, 2021, 2490585 Ontario transferred 100% of its right, title and interest in, to and under its loan agreements with the Company

in the aggregate amount of $6,220,000, its 1,216,560 shares of common stock and right to receive an additional 6,921,299 shares

of the Company’s common stock to 2672237 Ontario Ltd.

(“2672237 Ontario”), an affiliated Company of 2490585

outstanding borrowings from the related party lender 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.

expense related to this related party for the years ended April 30, 2021 and April 30, 2020 amounted to $608,668

and $171,918, respectively.

Accrued interest due to this related party as of April 30, 2021 and April 30, 2020 amounted to $747,636

and $138,967, respectively.

Notes Payable

June 1, 2019, the Company entered into a note payable agreement with Montsaic Investments (“Montsaic”) which provided

for borrowings of $1,700,000 bearing interest at a rate of 12.6% per annum.

All outstanding amounts are due on the maturity date

360 days after the loan issue date.

The Company may repay up to 50% of the outstanding balance on the loan prior to the maturity

date at their discretion.

The outstanding principal and accrued interest are convertible into shares of the Company’s common

stock at any time 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 the agreement.

Effective June 1, 2020, the Company and Montsaic amended the terms of the note payable agreement

to remove the conversion rights described above and to extend the maturity date to June 1, 2021.

On June 30, 2020, the Company

borrowed an additional $120,000 from Montsaic, bearing interest at 12.6% per annum and due in full on June 30, 2021.

November 20, 2019, the Company entered into a convertible note payable agreement for borrowings of $125,000 bearing interest at

12% per annum.

June 1, 2019, the Company entered into a convertible note payable agreement with Mont-Saic which provided for borrowings

of $1,700,000 bearing interest at a rate of 12.6% per annum.

All outstanding amounts were due on the maturity date 360 days after

the loan issue date.

The Company may repay up to 50% of the outstanding balance on the loan prior to the maturity date at their discretion.

The outstanding principal and accrued interest are convertible into shares of the Company’s common stock at any time 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 the agreement.

June 1, 2020, the Company and Mont-Saic amended the terms of the convertible note payable agreement to remove the conversion

rights described above and to extend the maturity date to June 1, 2021.

On June 30, 2020, the Company entered into a loan agreement

with Mont-Saic to borrow an additional $120,000, bearing interest at 12.6% per annum and due in full on June 30, 2021.

December 3, 2020, Mont-Saic entered into an Assignment and Conveyance Agreement with the Company’s exiting related party lender

wherein Mont-Saic sold its full right, title and interest in its outstanding notes payable amounting to $1,820,000 to the Company’s

related party lender, along with the 1,216,560 shares of common stock previously issued to Mont-Saic in connection with the debt agreement

and the rights to receive the remaining 6,921,299 shares issuable.

November 20, 2019, the Company entered into a convertible note payable agreement for borrowings of $125,000 bearing interest at 12% per

All outstanding borrowings and accrued interest are due on November 20, 2020.

The outstanding principal and accrued

interest are convertible into shares of the Company’s common stock at any time at the option of the debtholder at a conversion

price equal to 70% of the lowest closing price of the common stock as defined in the agreement.

On March 2, 2020, the holder of

the outstanding convertible note payable elected to convert the outstanding principal of $125,000 and accrued interest of $4,274

into 369,354 shares of the Company’s common stock in accordance with the terms in the agreement.

The remaining balance outstanding

was $0 at April 30, 2020.

February 11, 2020, the Company entered into a convertible note payable agreement for borrowings of $125,000 bearing interest at

12% per annum.

The outstanding principal and accrued interest are

convertible into shares of the Company’s common stock at any time at the option of the debtholder at a conversion price equal to

70% of the lowest closing price of the common stock as defined in the agreement.

On March 2, 2020, the holder of the outstanding convertible

note payable elected to convert the outstanding principal of $125,000 and accrued interest of $4,274 into 369,354 shares of the Company’s

common stock in accordance with the terms in the agreement.

The remaining balance outstanding was $0 at April 30, 2020.

February 11, 2020, the Company entered into a convertible note payable agreement for borrowings of $125,000 bearing interest at 12% per

All outstanding borrowings and accrued interest are due on February 11, 2021.

The outstanding principal and accrued

interest are convertible into shares of the Company’s common stock at any time at the option of the debtholder at a conversion

price equal to 70% of the lowest closing price of the common stock as defined in the agreement.

outstanding principal of convertible notes payable at April 30, 2020 and 2019 amounted to $1,825,000 and $0, respectively.

outstanding balances are netted with debt discounts at April 30, 2020 and 2019 of $248,933 and $0, respectively.

March 16, 2020, the Company entered into a promissory note payable whereby the Company borrowed $500,000 bearing interest at 12%

The outstanding principal and accrued interest are

convertible into shares of the Company’s common stock at any time at the option of the debtholder at a conversion price equal to

70% of the lowest closing price of the common stock as defined in the agreement.

On September 4, 2020, the holder of this convertible

note elected to convert the total amount of outstanding principal and accrued interest balance into 300,000 shares of the Company’s

common stock.

outstanding principal of convertible notes payable at April 30, 2021 and April 30, 2020 amounted to $0 and $1,825,000, respectively.

The outstanding balances are netted with debt discounts at April 30, 2021 and 2020 of zero and $248,933, respectively.

March 16, 2020, the Company entered into a promissory note payable whereby the Company borrowed $500,000 bearing interest at 12% per

Interest on the note is payable monthly and outstanding principal on the note is due in full on March 16, 2022.

On December 15,

2020, the lender converted 100% of the principal amount of the note into 500,000 shares of the Company’s common stock.

interest had been paid through such date and, so, upon conversion, the note was terminated.

December 24, 2020, the Company entered into a promissory note with a third-party to borrow $1,000,000.

The promissory note bore interest

at 2.25% and was due February 8, 2021.

On February 2, 2021, the Company and the third-party entered into an amendment to extend 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 272,332 shares 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 the conversion.

April 15, 2021, the Company and its subsidiaries, Slinger

Bag Americas Inc., (“SBA”), Slinger Bag Canada, Inc., (“SBC”), Slinger Bag International (UK) Limited (“SB

UK”), and Slinger Bag Ltd., (“SBL”

and, together with the Company, SBA, SBC, SB UK, SBL the “Borrower”)

issued a $2,000,000 secured term promissory note that bears interest at the rate of 15% per annum (the “Note”) to SB Invesco

LLC, a Wyoming limited liability company (the “Lender”).

In connection with the Note, the Borrower and Lender entered into

the following agreements:

loan and security agreement (“BLSA”);

property security agreement (“IPSA”);

pledge agreement (“SPA”);

intercreditor

agreement (“ICA”);

purchase agreement (“WPA”);

warrants to the Lender and Chessler Holdings, LLC to purchase shares of common stock of SBI (“Warrants”) and, collectively,

the “Loan Agreements”).

to the BLSA, the Borrower granted to the Lender, as collateral security for the payment and performance of all of the obligations and

liabilities of any member of and all of the Borrower in favor of the Lender (the “Obligations”), due or to become due, existing

or hereafter incurred, contracted or acquired, a first priority continuing security interest in all of the assets and personal property

of the Borrower and its business (the “Collateral”).

Such security interest is a first priority security interest in the

the occurrence of an Event of Default (as defined in the BLSA), the Lender may (i) at any time thereafter, in its discretion transfer

any securities or other property constituting Collateral into its own name or that of its nominee and receive the income thereon and

hold the same as security for all Obligations or apply it on any or all amounts due on the Obligations in such order as Lender may elect

in its sole discretion, (ii) enter the Borrower’s premises and take control of its business and (iii) require each Borrower to

establish, at Borrower’s expense, a lock box account with such bank acceptable to Lender, into which Borrower shall promptly deposit

and direct their account debtors to directly remit all payments on receivables and which such payments or deposits shall be the property

solely of the Lender.

secure the prompt payment to the Lender of the Obligations of the Borrower, the Borrower pledged and granted to the Lender a continuing

security interest in and lien upon all of Borrower’s right, title and interest in, to and under the following, whether presently

existing or hereafter created or acquired (collectively, the “

IP Collateral ”):

trademarks and trademark licenses to which the Borrower is a party;

patents and patent licenses to which Borrower is a party;

copyrights and copyright licenses to which Borrower is a party;

intellectual property not covered by the foregoing;

rights to sue third parties for past, present or future infringement, dilution, misappropriation, or other violation of rights in any

intellectual property, including injury to the goodwill associated with any trademark, and all causes of action for the same;

All proceeds of all or any of the foregoing, tort claims and all claims and other rights to payment including (i) insurance claims against

third parties for loss of, damage to, or destruction of, the foregoing IP Collateral and (ii) payments due or to become due under copyright

licenses, patent licenses or trademark licenses and proceeds payable under, or unearned premiums with respect to, policies of insurance

in whatever form regarding the foregoing Collateral.

to the SPA, SBI pledged, assigned and granted to the Lender and created a continuing first priority lien and security interest in favor

of the Lender in and to all of its right, title, and interest in and to the following, property (collectively, the “Security Collateral”)

to secure the due and prompt payment and performance of the Borrower’s Obligations:

100% of the shares in each of its subsidiaries SBA, SBC, SB UK and SBL;

all proceeds and products of the foregoing, all books and records relating to the foregoing, all supporting obligations related thereto,

and all accessions to, substitutions, and replacements for, and profits and products of, each of the foregoing, and any and all proceeds

of any insurance, indemnity, warranty, or guaranty payable to the Borrower from time to time with respect to any of the foregoing.

Borrower also agreed, from time to time, as may be required by the Lender with respect to all Security Collateral, to take all actions

as may be requested by the Lender to perfect the security interest of the Lender in the Security Collateral and so that control of such

Security Collateral is obtained and at all times held by the Lender.

Borrower further authorized the Lender at any time and from time to time to file in any relevant jurisdiction any financing statements

and amendments thereto that contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of

any financing statement or amendment relating to the Security Collateral, without the signature of the Borrower where permitted by law.

the ICA, until the obligations, liabilities and indebtedness of every nature of the Borrower from time to time owed to the Lender under

the Loan Agreements (the “First Lien Obligations”) have been paid in full, any other creditor’s security interest in

and lien on the Collateral to secure the payment and performance of their obligations were subordinated to the Lender’s security

interests in and liens on the Collateral to secure the First Lien Obligations, regardless of the order or time of attachment, or the

order, time, or manner of perfection, or the order or time of filing or recordation of any document or instrument, or other method of

perfecting a lien.

to the WPA, SBI issued and sold to the Lender 2,000,000 warrants to purchase common stock of SBI and to Chessler Holdings, LLC 200,000

warrants to purchase common stock of SBI (together, the “Warrants”).

Warrant permits its holder to purchase shares of SBI’s common stock at an exercise price of $0.025 per share, subject to the option

to cashless exercise such warrants.

warrant has other customary terms found in like instruments, including, but not limited to, events of default.

amounts due as of April 30, 2021 are summarized as follows:

Payments due by period

Notes Payable - Related Party

Convertible Notes Payable

expect that working capital requirements will continue to be funded through a combination of our existing funds, cash flows from

operations and further issuances of securities.

due by period

Payable - Related Party

expect that working capital requirements will continue to be funded through a combination of our existing funds, cash flows from operations

and further issuances of debt and/or securities.

Our working capital requirements are expected to increase in line with the growth

7 unchanged sentences

anticipates additional increases in operating expenses and capital expenditures relating to (i) acquisition of inventory;

developmental expenses associated with a start-up business;

(ii) developmental

expenses associated with a start-up business;

and (iii) marketing expenses.

We intend to finance these expenses

with further issuances of securities and debt issuances.

Thereafter, we expect we will need to raise additional capital and generate

revenues to meet long-term operating requirements.

Additional issuances of equity or convertible debt securities will result in

dilution to our current shareholders.

Further, such securities might have rights, preferences or privileges senior to our common

Additional financing may not be available upon acceptable terms, or at all.

If adequate funds are not available or not

available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which

could significantly and materially restrict our business operations.

We intend to finance these expenses with further issuances

of securities and debt issuances.

Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term

operating requirements.

Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders.

Further, such securities might have rights, preferences or privileges senior to our common stock.

Additional financing may not be available

upon acceptable terms, or at all.

If adequate funds are not available or not available on acceptable terms, we may not be able to take

advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

Sheet Arrangements

have no off-balance sheet arrangements.

of Inflation and Changes in Prices

believe that inflation and changes in prices will have a material effect on our operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity