What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-08-06 compared with 2020-08-24 · 364 added, 295 removed, 94 unchanged (88% of the section changed)

CONTROLS AND PROCEDURES

maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports

that we file under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and

reported within the time periods specified in the Security and Exchange Commission’s rules and forms, and that such information

is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer (Principal

Financial Officer), as appropriate, to allow for timely decisions regarding required disclosures.

In designing and evaluating

the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and

operated, can only provide reasonable assurance of achieving the desired control objectives, and management is required to apply

its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer,

we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e)

under the Exchange Act) as of the end of the period covered by this report.

Based upon that evaluation, our Chief Executive Officer

and Interim Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of April 30, 2020.

maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that

we file under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within

the time periods specified in the Security and Exchange Commission’s rules and forms, and that such information is accumulated

and communicated to our management, including our Chief Executive Officer and Chief Financial Officer (Principal Financial Officer),

as appropriate, to allow for timely decisions regarding required disclosures.

In designing and evaluating the disclosure controls and

procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable

assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit

relationship of possible controls and procedures.

the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated

the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange

Act) as of the end of the period covered by this report.

Based upon that evaluation, our Chief Executive Officer and Interim Chief Financial

Officer concluded that our disclosure controls and procedures were not effective as of April 30, 2021.

in Internal Control Over Financial Reporting

has not been any change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act)

during the year ended April 30, 2020 that has materially affected, or is reasonably likely to materially affect, our internal

control over financial reporting.

has not been any change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during

the year ended April 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial

Management’s

1 unchanged sentence

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control

over financial reporting is defined in Rules 13a-15(f) under the Exchange Act as a process designed by, or under the supervision

of, our Chief Executive Officer and Chief Financial Officer and effected by our Board of Directors, management and other

personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with accounting principles generally accepted in the United States and includes those policies

and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with accounting principles generally accepted in the United States, and our receipts and expenditures are being made only

in accordance with authorizations of our management and directors;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets

that could have a material impact on the financial statements.

Internal control over

financial reporting is defined in Rules 13a-15(f) under the Exchange Act as a process designed by, or under the supervision of, our Chief

Executive Officer and Interim Chief Financial Officer and effected by our Board of Directors, management and other personnel to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes

in accordance with accounting principles generally accepted in the United States and includes those policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

accounting principles generally accepted in the United States, and our receipts and expenditures are being made only in accordance

with authorizations of our management and directors;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material impact on the financial statements.

of inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections

of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes

in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our evaluation of internal control

over financial reporting includes using the criteria in Internal Control-Integrated Framework (2013), an integrated framework

issued by the Committee of Sponsoring Organizations of the Treadway Commission, for the evaluation of internal control to identify

the risks and control objectives related to the evaluation of our control environment.

Also, projections of any

evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

Our evaluation of internal control over financial reporting

includes using the criteria in Internal Control-Integrated Framework (2013), an integrated framework issued by the Committee of Sponsoring

Organizations of the Treadway Commission, for the evaluation of internal control to identify the risks and control objectives related

to the evaluation of our control environment.

on our evaluation under the framework described above, our management has concluded that our internal control over financial reporting

1 unchanged sentence

Company lacks adequate segregation of duties due to the small size of the organization.

Further, the Company lacks

an independent Board of Directors or Audit Committee to ensure adequate monitoring or oversight.

Further, the Company lacks an independent Board

of Directors or Audit Committee to ensure adequate monitoring or oversight.

Company lacks accounting resources and controls to prevent or detect material misstatements.

Specifically, during the fourth

quarter of the year ended April 30, 2020, we identified a material weakness in our controls over accounting for inventory.

The material weaknesses resulted from the lack of controls over ensuring inventory movement was being processed accurately

and in a timely manner, which resulted in significant audit adjustments relating to the value of our inventory and cost of

Further, while the Company engages services providers to assist with US GAAP compliance the Company lacks

resources with adequate knowledge to oversee those services.

Lastly, the Company does not have sufficient resources

to complete timely reconciliations and transactional reviews, which resulted in delays in the financial reporting process.

Specifically, the Company continues to

have a material weakness in our controls over accounting for inventory due to a lack of controls over ensuring inventory movement was

being processed accurately and in a timely manner, which resulted in significant audit adjustments relating to the value of our inventory

and cost of sales.

Further, while the Company engages service providers to assist with US GAAP compliance the Company lacks resources

with adequate knowledge to oversee those services.

Lastly, the Company does not have sufficient resources to complete timely reconciliations

and transactional reviews, which resulted in delays in the financial reporting process.

remediate the material weaknesses, we have initiated compensating controls in the near term and are enhancing and revising our

existing controls, including ensuring we have sufficient management review procedures and adequate segregation of duties.

material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and

management has concluded they are operating effectively.

weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management

has concluded they are operating effectively.

Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control

1 unchanged sentence

Our management’s report was not subject to attestation by our independent registered public accounting

firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this

Annual Report.

firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual

OTHER INFORMATION

6 unchanged sentences

Marketing Officer

director named above will serve until the next annual meeting of the stockholders or until his resignation or removal from office.

Thereafter, directors are anticipated to be elected for one-year terms at the annual stockholders’

Innovation Officer

director named above will serve until the next annual meeting of the shareholders or until his resignation or removal from office.

Thereafter, directors are anticipated to be elected for one-year terms at the annual shareholders’

Officers will

hold their positions pursuant to their respective service agreements.

forth below is a brief description of the background and business experience of our executive officers and directors for the past

forth below is a brief description of the background and business experience of our executive officers and directors for the past five

History of Mike Ballardie

is an experienced and widely recognized tennis industry leader with 35 years of experience in Tennis as a player, a coach and

business leader.

Mike started his tennis business

career at Wilson in the late 1980s where he spent 11 years growing and ultimately leading Wilson’s EMEA Racquetsports division .

is an experienced and widely recognized tennis industry leader with 35 years of experience in Tennis as a player, a coach and business

Mike started his tennis business career at Wilson

in the late 1980s where he spent 11 years growing and ultimately leading Wilson’s EMEA Racquetsports division .

2002, Mike joined Prince Sports Europe as vice-president and managing director and stayed in this role through 2012.

was part of the management buyout team that acquired the Prince brand from Benetton Sports in partnership with a private equity

In 2007, after a highly successful business turnaround the business was sold with the management team in pace to another

US based private equity group.

In 2003 Mike was

part of the management buyout team that acquired the Prince brand from Benetton Sports in partnership with a private equity group.

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.

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

Prince Global Sports, Mike owned and operated FED Sports Consulting where he managed all aspects of a major restructuring project

involving Waitt Brands (a holding company for Prince Global Sports).

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

also served for many years as an Executive Board Director for the Tennis Industry Association (TIA) both in the USA and in the

Mike has been at the forefront of many of the most successful tennis racket innovations

over this period and highly regarded across this industry sector.

Prince Global Sports, Mike owned and operated FED Sports Consulting where he managed all aspects of a major restructuring project involving

Waitt Brands (a holding company for Prince Global Sports).

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

also served for many years as an Executive Board Director for the Tennis Industry Association (TIA) both in the USA and in the UK.

has been at the forefront of many of the most successful tennis racket innovations over this period and highly regarded across this industry

History of Tom Dye

Dye has over 35 years of senior management experience in diverse consumer goods and manufacturing segments across the Americas,

Asia, Europe, Australia and Middle East.

From 1977 to 1990, Tom served as Vice President of International Operations at Wilson

Sporting Goods where he was responsible for multiple international start-up operations, including launching the first wholly U.S.

owned sporting goods company in Japan.

Dye has over 35 years of senior management experience in diverse consumer goods and manufacturing segments across the Americas, Asia,

Europe, Australia and Middle East.

From 1977 to 1990, Tom served as Vice President of International Operations at Wilson Sporting Goods

where he was responsible for multiple international start-up operations, including launching the first wholly U.S.

owned sporting goods

company in Japan.

From 1990 to 2001, Tom served as President of International Exports at The Coleman Company.

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

sales manager and acting chief financial officer.

From 2012-2014, Tom served as Chief Operating Officer at Prince Global Sports.

From 2015-2017, Tom served as Chief Operating Officer of HazTek, Inc.

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 Sales Manager and acting

Chief Financial Officer.

From 2012 to 2014, Tom served as Chief Operating Officer at Prince Global Sports.

2017, Tom served as Chief Operating Officer of HazTek, Inc.

History of Paul McKeown

a Chartered Professional Accountant designation (CPA-CMA) in Canada, Paul has 40+ years’

experience in senior management

focused on finance, operations and IT functions in large multinational companies (37 years in sporting goods)

experience in senior management focused

on finance, operations and IT functions in large multinational companies (37 years in sporting goods).

started his sporting goods business career in the early 1980s at Wilson Sporting Goods Canadian subsidiary, where he led the finance,

IT and operations functions.

Recognizing strong processes and performance of the Canadian unit, Paul was appointed to a small

team of executives to provide on-going functional support to new entities being established in Latin America and Asia.

1989, Wilson was acquired by Amer Sports which through further acquisitions (Atomic, Suunto, Precor and Salomon) became the largest

sports “hard goods”

Recognizing strong processes and performance of the Canadian unit, Paul was appointed to a small team of

executives to provide on-going functional support to new entities being established in Latin America and Asia.

1989, Wilson was acquired by Amer Sports which through further acquisitions (Atomic, Suunto, Precor and Salomon) became the largest sports

“hard goods”

equipment supplier in the world.

Those acquisitions required leadership to integrate into Amer’s

processes, and Paul led the finance & operations integration teams for Canada, Latin America, & Asia - all with successful

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.

a result, Paul was appointed Director of Process Integration & Development for North America.

A key initiative under his leadership

was transition of financial transactional processing for all Amer North American business units to the Global Financial Shared

Service organization in Poland.

was transition of financial transactional processing for all Amer North American business units to the Global Financial Shared Service

organization in Poland.

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 & processes which lead to significant improvements

in financial performance and business control.

role, he re-organized the finance team, and introduced new tools and processes which lead to significant improvements in financial

performance and business control.

spring 2018 he retired from active service and began a consulting career with focus on financial/IT processes.

He joined Slinger

Bag in summer of 2019 as a consultant and in April 2020 was appointed Chief Financial Officer of Slinger Bag.

He joined Slinger Bag

in the summer of 2019 as a consultant and in April 2020 was appointed Chief Financial Officer of Slinger Bag.

History of Juda Honickman

2 unchanged sentences

strategy for the company’s pre-sale crowdfunding initiative, which exceeded its goal by 2,600%.

is responsible for overseeing the planning, development and execution of the company’s marketing and advertising initiatives

along with ensuring that the company’s offering and brand messaging is distributed across all channels and is effectively

targeting audiences in order to meet sales objectives.

In his role, Juda oversees the global communications of Slinger’s

brand, including consumer insights, digital marketing, creative development, agency management, marketing effectiveness, social

responsibility, sponsorships, media and employee communications.

Juda previously served as The Director of Marketing and Strategy

for a global legal tech company and before that oversaw marketing and sales for an innovative consumer tech business.

He is responsible for overseeing

the planning, development and execution of the Company’s marketing and advertising initiatives along with ensuring that

the Company’s offering and brand messaging is distributed across all channels and is effectively targeting audiences in

order to meet sales objectives.

In his role, Juda oversees the global communications of Slinger’s brand, including consumer insights,

digital marketing, creative development, agency management, marketing effectiveness, social responsibility, sponsorships, media and employee

communications.

Juda previously served as The Director of Marketing and Strategy for a global legal tech company and before that oversaw

marketing and sales for an innovative consumer tech business.

History of Mark Radom

September 2019, Mark Radom has been general counsel of Slinger Bag Inc.

Radom has also served as general counsel of The Greater

Cannabis Company, Inc.

Radom has also served as general counsel of The Greater Cannabis

Company, Inc.

and from February 2010 through July 2015, general counsel and chief carbon officer of Blue Sphere Corporation.

From 2009 through 2010, Mr.

Radom was managing director of Carbon MPV Limited, a Cyprus company focused on developing renewable

energy and carbon credit projects.

through 2010, Mr.

Radom was managing director of Carbon MPV Limited, a Cyprus company focused on developing renewable energy and carbon

credit projects.

From 2007 to 2009, Mr.

Radom was general counsel and chief operating officer of Carbon Markets

Global Limited, a London-based carbon credit and renewable energy project developer.

Radom has extensive experience in business

development in the renewable energy and carbon credit sectors.

Radom was general counsel and chief operating officer of Carbon Markets Global Limited, a London-based

carbon credit and renewable energy project developer.

Radom has extensive experience in business development in the renewable energy

and carbon credit sectors.

He has sourced over U.S.

$100,000,000 in renewable energy, industrial

gas and carbon credit projects and managed many complex aspects of their implementation.

He was legal counsel for a number of

carbon and ecological project developers and was responsible for structuring joint ventures and advising on developing projects

through the CDM/JI registration cycle and emission reduction purchase agreements under the auspices of the Kyoto Protocol.

to this, he worked on Wall Street and in the City of London as a US securities and capital markets lawyer where he represented

sovereigns, global investment banks and fortune 500 companies across a broad range of capital raising and corporate transactions.

$100,000,000 in renewable energy, industrial gas and carbon credit projects and managed

many complex aspects of their implementation.

He was legal counsel for a number of carbon and ecological project developers and was responsible

for structuring joint ventures and advising on developing projects through the CDM/JI registration cycle and emission reduction purchase

agreements under the auspices of the Kyoto Protocol.

Prior to this, he worked on Wall Street and in the City of London as a US securities

and capital markets lawyer where he represented sovereigns, global investment banks and fortune 500 companies across a broad range of

capital raising and corporate transactions.

He is a graduate of Duke University and Brooklyn Law School.

Radom is admitted to practice law in New York and New Jersey

and speaks fluent Russian.

directors hold office until the next annual meeting of the stockholders of the Company and until their successors have been duly

Radom is admitted to practice

law in New York and New Jersey and speaks fluent Russian.

History of Yonah Kalfa

Kalfa joined Slinger Bag as its Chief Innovation Officer in September 2020.

Prior to joining Slinger Bag, Mr.

Kalfa owned and operated

NA Dental, a company active in the dental supply business since 2010.

Kalfa is a director of Pharmedica Ltd., Plaqless Ltd., Dusmit

and Parasonic Ltd.

directors hold office until the next annual meeting of the shareholders of the Company and until their successors have been duly

elected and qualified.

The Company’s Bylaws provide that the Board of Directors will consist of no less than three members.

Officers are elected by and serve at the discretion of the Board of Directors

board of directors is currently composed of one member, who does not qualify as an independent director in accordance with the

published listing requirements of the NASDAQ Global Market.

The NASDAQ independence definition includes a series of objective

tests, 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, nor any of his family members has engaged in various types of business dealings with us.

In addition, our board of directors

has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of

directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though

such subjective determination is required by the NASDAQ rules.

Had our board of directors made these determinations, our board

of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s

business and personal activities and relationships as they may relate to us and our management.

are elected by and serve at the discretion of the Board of Directors.

board of directors is currently composed of one member, who does not qualify as an independent director in accordance with the published

listing requirements of the NASDAQ Global Market.

The NASDAQ independence definition includes a series of objective tests, 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, nor any of his family

members has engaged in various types of business dealings with us.

In addition, our board of directors has not made a subjective determination

as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of

independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ

Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided

by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to

us and our management.

LEGAL PROCEEDINGS

director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to

an evaluation of his ability or integrity during the past ten years.

than our officers and director, we currently have no other significant employees.

director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation

of his ability or integrity during the past ten years.

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”).

Ruddy has been the President and Founder of Foundation Sports since August 2017.

Prior to establishing Foundation Sports, Mr.

a consultant to Tennis Connect / Tennis Industry Association from 2004 –

2017 where he designed and managed the tennis industry’s

first software as a service platform in 2004.

COMMITTEE AND CONFLICTS OF INTEREST

we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed

by such committees are performed by our directors.

The Board of Directors has not established an audit committee and does not

have an audit committee financial expert, nor has the Board of Directors established a nominating committee.

The Board is of the

opinion that such committees are not necessary since the Company is an early development stage company and has only two directors,

and to date, such directors have been performing the functions of such committees.

Thus, there is a potential conflict of interest

in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and

audit issues that may affect management decisions.

are no family relationships among our directors or officers.

Other than as described above, we are not aware of any other conflicts

of interest with any of our executive officers or directors.

we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by

such committees are performed by our directors.

The Board of Directors has not established an audit committee and does not have an audit

committee financial expert, nor has the Board of Directors established a nominating committee.

The Board is of the 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 our directors

and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect

management decisions.

are no family relationships among our directors or officers, or persons nominated or chosen to be a director or officer.

than as described above, we are not aware of any other conflicts of interest with any of our executive officers or directors.

16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than ten

percent of a registered class of our equity securities, file reports of ownership and changes in ownership with the SEC.

officers, directors and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a)

forms they file.

Based on our review of filings made on the SEC website, and the fact of us not receiving certain forms or written

representations from certain reporting persons that they have complied with the relevant filing requirements, we believe that,

during the year ended April 30, 2019, our executive officers, directors and greater-than-ten percent stockholders have not complied

with all Section 16(a) filing requirements.

Company has not adopted a code of ethics that applies to its principal executive officers, principal financial officer, principal

accounting officer or controller, or persons performing similar functions.

The Company has not adopted a code of ethics because

it has only commenced operations.

Common Stock is not registered pursuant to Section 12 of the Exchange Act.

Accordingly, our officers, directors and principal shareholders

are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.

Company has not adopted a code of ethics that applies to its principal executive officers, principal financial officer, principal accounting

officer or controller, or persons performing similar functions.

The Company has not adopted a code of ethics because it has only commenced

EXECUTIVE COMPENSATION

2 unchanged sentences

to us for the fiscal years ended as indicated.

Name and Principal Position

Year ended April 30

Stock Awards ($)

Non-Equity Incentive Plan Compensation ($)

All other compensation ($)

Iuliia Gittleman (1)(2)

Mike Ballardie (3)

Judah Honickman (4)

Paul McKeown (5)

Mark Radom (7)

Gittleman served as the Company’s Principal Executive officer, Principal Financial officer, Secretary and as Chairman

of the Board of Directors until September 16, 2019 and was the sole person who had any role in determining executive compensation

for the fiscal year ended April 30, 2019.

Gittleman’s principal address is 68/29 Husitska Street, Zizkov, Prague, Czech Republic 13,000.

Ballardie has served as the Company’s Principal Executive Officer and as Chairman

of the Board of Directors since September 16, 2019 and has an address at 2709 N.

Road, Suite 138, Windsor Mill, MD

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.

McKeown has served as the Company’s Chief Financial Officer since April 30, 2020 has an address at 2709 N.

and Principal Position

ended April 30

Incentive Plan Compensation ($)

other compensation ($)

Ballardie (1)

Honickman (2)

Ballardie has served as the Company’s Principal Executive Officer and as Chairman of

the Board of Directors since September 16, 2019 and has an address at 2709 N.

Rolling Road,

Suite 138, Windsor Mill, MD 21244.

Honickman has served as the Company’s Chief Marketing Officer since September 16, 2019 and has an address at 2709 N.

Road, Suite 138, Windsor Mill, MD 21244.

McKeown has served as the Company’s Chief Financial Officer since April 30, 2020 and has an address at 2709 N.

Road, Suite 138, Windsor Mill, MD 21244.

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.

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.

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.

Kalfa has served as the Company’s Chief Innovation Officer since September 7, 2020 and has an address at 2709 N.

Rolling Road,

1 unchanged sentence

COMPENSATION GRANTS

stock-based awards in the above compensation table represent the grant date fair value of warrant awards issued to officers and

share-based awards in the above compensation table represent the grant date fair value of warrant awards issued to officers and

executives and was determined in accordance with ASC Topic 718.

Company is a party to service agreements each of its executive officers.

following table sets forth director compensation for the year ended April 30, 2020:

Fees earned or paid in cash ($)

Stock Awards ($)

Mike Ballardie

Company is a party to service agreements with each of its executive officers.

following table sets forth director compensation for the years ended April 30, 2021 and 2020:

Ended April 30

earned or paid in cash ($)

Options/SAR Grants .

1 unchanged sentence

RELATIONSHIPS AND RELATED TRANSACTIONS

have not entered into any transactions in which any of our directors, executive officers, or affiliates, including any member

of an immediate family, had or are to have a direct or indirect material interest.

have not entered into any transactions in which any of our directors, executive officers, or affiliates, including any member of an immediate

family, had or are to have a direct or indirect material interest except for the entry into the exclusive distribution agreement with

Framework Sports and Marketing Ltd.

dated May 20, 2020 for the United Kingdom and Ireland, which is owned by the brother of our chief

executive officer.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

following table sets forth certain information, as of August 24, 2020, with respect to any person (including any “group”,

as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))

who is known to us to be the beneficial owner of more than five percent (5%) of any class of our voting securities, and as to

those shares of our equity securities beneficially owned by each of our directors and executive officers and all of our directors

and executive officers as a group.

Unless otherwise specified in the table below, such information, other than information with

respect to our directors and executive officers, is based on a review of statements filed with the Securities and Exchange commission

(the “Commission”) pursuant to Sections 13 (d), 13 (f), and 13 (g) of the Exchange Act with respect to our common

following table sets forth certain information, as of July 31, 2021, with respect to any person (including any “group”,

as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) who is

known to us to be the beneficial owner of more than five percent (5%) of any class of our voting securities, and as to those shares of

our equity securities beneficially owned by each of our directors and executive officers and all of our directors and executive officers

Unless otherwise specified in the table below, such information, other than information with respect to our directors and

executive officers, is based on a review of statements filed with the Securities and Exchange commission (the “Commission”)

pursuant to Sections 13 (d), 13 (f), and 13 (g) of the Exchange Act with respect to our common stock.

number of shares of common stock beneficially owned by each person is determined under the rules of the Commission and the information

is not necessarily indicative of beneficial ownership for any other purpose.

Under such rules, beneficial ownership includes any

shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has

the right to acquire within sixty (60) days after the date hereof, through the exercise of any stock option, warrant or other

Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse)

with respect to the shares set forth in the following table.

The inclusion herein of any shares deemed beneficially owned does

not constitute an admission of beneficial ownership of those shares.

following table lists, as at the date hereof, the number of shares of common stock of our Company that are beneficially owned

by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock;

(ii) each officer and director of our Company;

Under such rules, beneficial ownership includes any shares

as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to

acquire within sixty (60) days after the date hereof, through the exercise of any stock option, warrant or other right.

Unless otherwise

indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares

set forth in the following table.

The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial

ownership of those shares.

following table lists, as at the date hereof, the number of shares of common stock of our Company that are beneficially owned by (i)

each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock;

(ii) each officer

and director of our Company;

and (iii) all officers and directors as a group.

Information relating to beneficial

ownership of common stock by our principal shareholders and management is based upon information furnished by each person using

“beneficial ownership”

Information relating to beneficial ownership of common

stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership”

concepts under the rules of the Securities and Exchange Commission.

Under these rules, a person

is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or

direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security.

The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership

within 60 days.

Under the Securities and Exchange Commission rules, 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 sole voting and investment power.

Under these rules, a person is deemed to be a beneficial owner of

a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment

power, which includes the power to vote or direct the voting of the security.

The person is also deemed to be a beneficial owner of any

security of which that person has a right to acquire beneficial ownership within 60 days.

Under the Securities and Exchange Commission

rules, 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 sole

voting and investment power.

of Shares (1)

% of Class (1)

Montsaic Investments (2)

Mike Ballardie (3)

Judah Honickman (3)

Paul McKeown (3)

Mark Radom (3)

All current officers and directors as a group (5 persons) (3)

Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting

or investment power with respect to securities.

Shares of common stock subject to options, warrants, convertible debt or convertible

preferred shares currently exercisable or convertible, or exercisable or convertible within 60 days are deemed outstanding

for computing percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage

of any other person.

Percentages are based on a total of shares of common stock outstanding on August 24, 2020, which

was 26,209,714, and the shares issuable upon exercise of warrants and convertible debt.

The number of common shares used in

computing this percentage is 46,726,521.

connection with a note payable issued on June 1, 2019, Montsaic Investments received a warrant giving them the right to acquire

33% of the outstanding shares of the Company for no charge, which amounted to a total of 8,137,859 shares issuable to Montsaic

by the Company.

Currently, the Company has issued 1,216,560 shares to Montsaic in satisfaction of the warrant with 6,921,299

shares remaining issuable as of the date of this report.

above officers and directors were granted an aggregate total of 11,250,000 warrants on April 30, 2020 as compensation.

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.

Ballardie (3)

Honickman (3)

current officers and directors as a group (6 persons) (3)

Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment

power with respect to securities.

Shares of common stock subject to options, warrants, convertible debt or convertible preferred

shares currently exercisable or convertible, or exercisable or convertible within 60 days are deemed outstanding for computing the

percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other

Percentages are based on a total of shares of common stock outstanding on July 31, 2021, which was 29,979,573,

and the shares issuable upon exercise of warrants and convertible debt.

The number of common shares used in computing this percentage

is 61,423,668.

connection with a note payable issued on June 1, 2019, Mont-Saic Investments received a warrant giving them the right to acquire

33% of the outstanding shares of the Company for no charge, which amounted to a total of 8,137,859 shares issuable.

subsequently sold it full right, title and interest in that right to 2672237 Ontario.

Currently, the Company has issued 1,216,560

shares to 2672237 Ontario in satisfaction of the warrant with 6,921,299 shares remaining issuable as of the date of this report.

Additionally, 2672237 Ontario holds 1,636,843 shares of the Company’s common stock from debt to equity conversions and has

2,750,000 warrants related to debt issuances.

above officers and directors were granted an aggregate total of 11,250,000 and 4,500,000 warrants on April 30, 2020 and

February 9, 2021, respectively, as compensation and bonuses.

The April 30, 2020 warrants have an exercise price

of $0.001 per share and the February 9, 2021 warrants have an exercise price of $0.001 per share for non-U.S.

employees and $3.94

All of the warrants have a contractual life of 10 years from the date of issuance and are vested immediately

Additionally, Yonah Kalfa and Mark Radom have 19,994,700 and 26,025 shares of common stock of the Company, respectively.

authorized for issuance under equity compensation plans.

1 unchanged sentence

individual compensation arrangements) under which equity securities of the registrant are authorized for issuance.

is planning to formally adopt an equity compensation plan for its officers and directors during the fiscal year ended April 30,

As of April 30, 2020, we have issued 500,000 warrants to a debtholder in connection with a note payable agreement.

in April 2020, we also issued warrants to purchase up to an aggregate of 12,500,000 shares of our Common Stock to certain of our

key employees as part of their individual compensation arrangements.

Equity Compensation Plan Information

Plan Category

securities to be

outstanding options,

warrants and rights

Number of securities

remaining available

for future issuance

compensation plans

(excluding securities

reflected in column

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

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 granted;

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.

Compensation Plan Information

of securities

future issuance

compensation plans approved by security holders

compensation plans not approved by security holders

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

PRINCIPAL ACCOUNTANT FEES AND SERVICES

following is a summary of fees incurred to our principal independent accountants for professional services rendered in connection

with the audit of our financial statements and for the quarterly reviews of our financial statements.

All Other Fees

Financial Statement Schedules

following is a summary of fees incurred to our principal independent accountants for professional services rendered in connection with

the audit of our financial statements and for the quarterly reviews of our financial statements.

Exhibits, Financial Statement Schedules

Financial Statements

financial statements as set forth in the Index to Consolidated Financial Statements under Part II, Item 8 of this Annual Report

on Form 10-K are hereby incorporated by reference.

following exhibits, which are numbered in accordance with Item 601 of Regulation S-K, are filed as part of this Annual Report

on Form 10-K or, as noted, incorporated by reference herein:

Articles of Incorporation*

Form of Convertible Redeemable Note issued on November 20, 2019 **

Form of Convertible Redeemable Note issued on February 11, 2020 **

Amended and Restated Loan Agreement Dated December 13, 2019 with 2490585 Ontario Inc.

Loan Agreement dated December 11, 2019 with 2490585 Ontario Inc.

Loan Agreement dated January 6, 2020 with 2490585 Ontario Inc.

Loan Agreement dated March 1, 2020 with 2490585 Ontario Inc.

Midcity 12% Promissory Note dated March 16, 2020 ***

Midcity 12% Securities Purchase Agreement dated March 16, 2020 ***

Midcity 12% Warrant Agreement dated March 16, 2020 ***

Distribution Agreement with Globeride Inc.

financial statements as set forth in the Index to Consolidated Financial Statements under Part II, Item 8 of this Annual Report on Form

10-K are hereby incorporated by reference.

following exhibits, which are numbered in accordance with Item 601 of Regulation S-K, are filed as part of this Annual Report on Form

10-K or, as noted, incorporated by reference herein:

of Incorporation*

of Convertible Redeemable Note issued on November 20, 2019 **

of Convertible Redeemable Note issued on February 11, 2020 **

and Restated Loan Agreement Dated December 13, 2019 with 2490585 Ontario Inc.

Agreement dated December 11, 2019 with 2490585 Ontario Inc.

Agreement dated January 6, 2020 with 2490585 Ontario Inc.

Agreement dated March 1, 2020 with 2490585 Ontario Inc.

12% Promissory Note dated March 16, 2020 ***

12% Securities Purchase Agreement dated March 16, 2020 ***

12% Warrant Agreement dated March 16, 2020 ***

Agreement with Globeride Inc.

dated March 26, 2020 ***

Loan Agreement dated May 12, 2020 with 2490585 Ontario Inc.

Loan Agreement dated July 3, 2020 with 2490585 Ontario Inc.

First Amendment to Promissory Note and Loan Agreements dated June 1, 2020 with Montsaic Investments, LLC

Loan Agreement dated June 30, 2020 with Montsaic Investments, LLC

Loan Agreement dated August 10, 2020 with 2490585 Ontario Inc.

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14(a) and15d-14(a).

Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and15d-14(a).

Certification of Principal Executive Officer and Pursuant to 18 U.S.C.

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Agreement dated May 12, 2020 with 2490585 Ontario Inc.****

Agreement dated July 3, 2020 with 2490585 Ontario Inc.****

Amendment to Promissory Note and Loan Agreements dated June 1, 2020 with Montsaic Investments, LLC****

Agreement dated June 30, 2020 with Montsaic Investments, LLC****

Agreement dated August 10, 2020 with 2490585 Ontario Inc.****

Agreement dated September 15, 2020 with 2490585 Ontario Inc.****

Agreement dated November 24, 2020 with 2490585 Ontario Inc.*****

Capital Bridge Loan Note dated December 24, 2020.

Capital Bridge Loan Note Extension agreement dated February 2, 2021.

Agreement with Planet Sport Sarl dated August 24, 2020.

Agreement with Sporting Goods Specialist Ltd dated August 25, 2020.

Agreement with Sports Warehouse Australia Pty Ltd dated September 2, 2020.

Agreement with Yonah Kalfa dated September 7, 2020.

Agreement with Dunlop.

City Trademark Assignment Agreement dated November 10, 2020.

Bag Global Share Incentive Plan (2020).

Agreement with Mike Ballardie dated November 1, 2020.

Secured Term Promissory Note dated April 15, 2021.

Loan and Security Agreement dated April 15, 2021.

Property Security Agreement dated April 15, 2021.

Pledge Agreement dated April 15, 2021.

Intercreditor

Agreement dated April 15, 2021.

Purchase Agreement dated April 15, 2021.

Invesco Warrant dated April 15, 2021.

Holdings Warrant dated April 15, 2021.

Interest Purchase Agreement dated June 21, 2021.

Ruddy Service Agreement dated June 21, 2021.++++++^

Gilbert Service Agreement dated June 21, 2021.

Kustas Consulting Agreement dated June 21, 2021.

Certification

of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14(a) and15d-14(a).

Certification

of Principal Financial Officer Pursuant to Rule 13a-14(a) and15d-14(a).

Certification

of Principal Executive Officer and Pursuant to 18 U.S.C.

Certification

of Principal Financial Officer Pursuant to 18 U.S.C.

Instance Document

4 unchanged sentences

Taxonomy Extension Definition Linkbase Definition

by reference to the Registrant’s Form S-1 (File No.

Incorporated by reference to the Registrant’s

Form S-1 (File No.

333-214463), filed with the Commission on November 7, 2016.

Incorporated by reference to the Company’s Quarterly

Report on Form 10-Q filed on March 22, 2020

Incorporated by reference to the Company’s Current

Report on Form 8-K filed on April 1, 2020