AIRWA INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES We 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. Under 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, 2022. Changes in Internal Control Over Financial Reporting There 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, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management’s Report on Internal Control Over Financial Reporting Our 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 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: ● pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; and ● provide 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; and ● provide 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. 52 Because 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. Based on our evaluation under the framework described above, our management has concluded that our internal control over financial reporting was not effective as of April 30, 2022 due to the following material weaknesses that were identified: ● The 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. ● The Company lacks accounting resources and controls to prevent or detect material misstatements. 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. To 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. The material 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. This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. 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. ITEM 9B. OTHER INFORMATION Management Changes Not applicable. Acquisitions Not applicable. 53 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS Our executive officers and directors and their respective ages as at the date hereof are as follows: Name Age Positions and Offices Mike Ballardie 62 President, Chief Executive Officer, Treasurer and Director Paul McKeown 68 Former Chief Business Integration Officer Tom Dye 70 Chief Operating Officer Juda Honickman 37 Chief Marketing Officer Mark Radom 54 General Counsel Yonah Kalfa 40 Chief Innovation Officer and Director Kirk Taylor 43 Director The directors 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’ meeting. Officers will hold their positions pursuant to their respective service agreements. Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years. Professional History of Mike Ballardie Mike Ballardie has served as our President, Chief Executive Officer and a Director since June 2019. Mike 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 Europe, Middle East and Africa Racquet sports division. In 2002, Mike joined Prince Sports Europe as vice-president and managing director and stayed in this role through 2012. 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. In 2007, after a highly successful business turnaround the business was sold with the management team in place to another U.S. based private equity group. In 2013, Mike became the Chief Executive Officer of Prince Global Sports, a role in which he stayed until 2016. After Prince Global Sports, Mike owned and operated FED Sports Consulting where he managed all aspects of a major restructuring project involving Waitt Brands (a holding company for Prince Global Sports) and Trilium Ltd (UK), a childcare business, from 2018 to 2019. Immediately prior to joining Prince Sports, Mike worked for VF Corp., where he built the international business for their JanSport brand from scratch. Mike also served for many years as an Executive Board Director for the Tennis Industry Association (TIA) both in the USA and in the UK. 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. Professional History of Paul McKeown Paul McKeow n joined the Company in the summer of 2019 as a consultant and in April 2020 was appointed Chief Business Integration Officer of Slinger Bag, through January 2023 when Mr. McKeown resigned. Holding a Chartered Professional Accountant designation (CPA-CMA) in Canada, Mr. McKeown has 40+ years’ experience in senior management focused on finance, operations and IT functions in large multinational companies (37 years in sporting goods). 54 Paul 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. In 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 Mr. McKeown led the finance and operations integration teams for Canada, Latin America, and Asia. As a result, Paul was appointed Director of Process Integration & Development for North America of Amer Sports. 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. Following that, he was appointed Vice President Finance for Amer’s Precor Fitness brand – headquartered in Seattle Washington. In that role, he re-organized the finance team, and introduced new tools and processes which lead to significant improvements in financial performance and business control. In Spring 2018, he retired from active service and began a consulting career with focus on financial/IT processes until he joined Slinger Bag in the summer of 2019. Professional History of Tom Dye Tom Dye joined the Company as Chief Operating Officer on May 1, 2020. Tom 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 to 2014, Mr. Dye served as Chief Operating Officer at Prince Global Sports. From 2015 to 2017, Tom served as Chief Operating Officer of HazTek, Inc. From 2017 to 2018, Tom consulted for Smith Optics, a sports optical company. From 2018 until being hired by the Company in May 2020, Tom was retired. Professional History of Juda Honickman Juda Honickman is Chief Marketing Officer for Slinger Bag Inc. Juda joined Slinger Bag Inc in October 2017 to lead product design and overall strategy for the Company’s pre-sale crowdfunding initiative which exceeded its goal by 2,600%. 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. 55 Professional History of Mark Radom Since September 2019, Mark Radom has been general counsel of Slinger Bag Inc. Mr. Radom has also served as general 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. 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. Mr. Radom has extensive experience in business development in the renewable energy and carbon credit sectors. He has sourced over $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 U.S. 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. Mr. Radom is admitted to practice law in New York and New Jersey and speaks fluent Russian. Professional History of Yonah Kalfa Yonah Kalfa joined Slinger Bag as its Chief Innovation Officer in September 2020. Prior to joining Slinger Bag, Mr. Kalfa owned and operated NA Dental, a company active in the dental supply business since 2010. Mr. Kalfa is a director of Pharmedica Ltd., Plaqless Ltd., Dusmit Ltd. and Parasonic Ltd. Professional History of Kirk Taylor Kirk is the Chief Financial Officer of American Resources Corporation where he conducts all tax and financial accounting roles of the organization, and has substantial experience in tax credit analysis and financial structure. Kirk’s main focus over his 13 years in public accounting had been the auditing, tax compliance, financial modeling and reporting on complex real estate and business transactions utilizing numerous federal and state tax credit and incentive programs. Prior to joining American Resources Corporation, Kirk was Chief Financial Officer of Quest Energy, Inc., ARC’s wholly-owned subsidiary. Prior to joining Quest Energy in 2015, he was a Manager at K.B. Parrish & Co. LLP where he worked since 2014. Prior to that, he worked at Katz Sapper Miller since 2012 as Manager. In addition, Kirk is an instructor for the CPA examination and has spoken at several training and industry conferences. He received a BS in Accounting and a BS in Finance from the Kelley School of Business at Indiana University, Bloomington Indiana and is currently completing his Masters of Business Administration from the University of Saint Francis at Fort Wayne, Indiana. Kirk serves his community in various ways including as the board treasurer for a community development corporation in Indianapolis, Indiana. Kirk does not have any family relationships with any of the Company’s directors or executive officers. There are no arrangements or understandings between Kirk and any other persons pursuant to which he was selected as an officer. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. TERM OF OFFICE All 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. DIRECTOR INDEPENDENCE Our 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. CERTAIN LEGAL PROCEEDINGS No 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. SIGNIFICANT EMPLOYEES Other than our officers and director, we currently have two other persons who became in February 2022 what we consider to be significant employees: ● Jalaluddin Shaik, President of Gameface. Jalaluddin Shaik founded and became the chief executive officer of Gameface in 2017. Prior to founding Gameface, Mr. Shaik led product teams at some of the world’s biggest brands, including Telstra, Sony, and Apple. While at Telstra, Shaik led the creation of the Telstra video streaming platform ‘Presto’, that reaches over 10M Australians. In addition to his role at Telstra, Shaik was the design lead on the Apple airplay technology integration to 80% of Tier1 Audio OEM (Original Equipment Manufacturers) such as Denon, Bose, Pioneer, Yamaha, leading a team of 30 engineers. Previously (2003-2010), Shaik built and deployed various end to end video decoding solutions at Sony and Intel. Mr. Shaik is a graduate of Visvesvaraya Technological University with a bachelors in Computer Science Major in machine learning. 56 AUDIT COMMITTEE AND CONFLICTS OF INTEREST Since 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. There are no family relationships among our directors or officers, or persons nominated or chosen to be a director or officer. Other than as described above, we are not aware of any other conflicts of interest with any of our executive officers or directors, other than potential issues related to the matters described under “Certain Relationships and Related Transactions.” SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Our Common Stock was 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. DIRECTOR COMPENSATION Each non-employee director will receive shares of common stock valued at $50,000, based on the closing price of our common stock on the anniversary date each non-employee director was appointed to the Board. In the event, a director should resign from the Board mid-year, such director would receive a pro rata issuance of common stock at their anniversary date based on the number of days of service since their prior anniversary date. No fractional shares will be issued to non-employee director, and any calculation resulting in a fractional share will be rounded up to the next whole share. DIRECTOR INDEPENDENCE Upon effectiveness of the registration statement of which this prospectus forms a part, our Board will be composed of a majority of “independent directors” as defined under the rules of Nasdaq. We use the definition of “independence” applied by Nasdaq to make this determination. Nasdaq Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Nasdaq listing rules provide that a director cannot be considered independent if: ● the director is, or at any time during the past three (3) years was, an employee of the Company; 57 ● the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of twelve (12) consecutive months within the three (3) years preceding the independence determination (subject to certain exemptions, including, among other things, compensation for Board or Board committee service); ● the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exemptions); ● the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three (3) years, any of the executive officers of the company served on the compensation committee of such other entity; or ● the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three (3) years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit. Under such definitions, our Board has undertaken a review of the independence of each director nominee. Based on information provided by each director concerning his or her background, employment and affiliations, our Board has determined that each of Kirk P. Taylor, Rohit Krishnan, and Gabriel Goldman, when appointed to the Board, will be independent directors of the Company. BOARD COMMITTEES Upon effectiveness of the June registration statement, the following three standing committees will be formed and effective: audit committee; compensation committee; and nominating and governance committee. Our Board of Directors has adopted written charters for each of these committees, with such charters being effective upon effectiveness of the registration statement of which this prospectus forms a part. Upon completion of this offering, copies of the charters will be available on our website. Our Board of Directors may establish other committees as it deems necessary or appropriate from time to time. Audit Committee The audit committee will be responsible for, among other matters: ● appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm; ● discussing with our independent registered public accounting firm the independence of its members from its management; ● reviewing with our independent registered public accounting firm the scope and results of their audit; ● approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; ● overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; ● reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls, and compliance with legal and regulatory requirements; ● coordinating the oversight by our Board of our code of business conduct and our disclosure controls and procedures 58 ● establishing procedures for the confidential and/or anonymous submission of concerns regarding accounting, internal controls or auditing matters; and ● reviewing and approving related-person transactions. Kirk P. Taylor, who satisfies the “independence” requirements of Rule 10A-3 under the Exchange Act and Nasdaq’s rules, will serve on our audit committee upon their appointment to the board, with Mr. Taylor serving as the chairman. Our board has determined that Mr. Taylor qualify as “audit committee financial experts.” Compensation Committee The compensation committee will be responsible for, among other matters: ● reviewing key employee compensation goals, policies, plans and programs; ● reviewing and approving the compensation of our directors and executive officers; ● reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and ● appointing and overseeing any compensation consultants or advisors. There are currently no independent directors on the compensation committee. Nominating and Corporate Governance Committee The purpose of the nominating and corporate governance committee is to assist the Board in identifying qualified individuals to become Board members, in determining the composition of the Board and in monitoring the process to assess Board effectiveness. Kirk Taylor, who satisfies the “independence” requirements of Nasdaq’s rules, will serve on our compensation committee upon their appointment to the board, with Mr. Goldman serving as the chairman. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION None of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors. RISK OVERSIGHT Our Board will oversee a company-wide approach to risk management. Our Board will determine the appropriate risk level for us generally, assess the specific risks faced by us and review the steps taken by management to manage those risks. While our Board will have ultimate oversight responsibility for the risk management process, its committees will oversee risk in certain specified areas. Specifically, our compensation committee will be responsible for overseeing the management of risks relating to our executive compensation plans and arrangements, and the incentives created by the compensation awards it administers. Our audit committee will oversee management of enterprise risks and financial risks, as well as potential conflicts of interests. Our Board of Directors will be responsible for overseeing the management of risks associated with the independence of our Board. 59 CODE OF BUSINESS CONDUCT AND ETHICS As of April 30, 2022, the 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 as the Company has only recently commenced operations. Our Board adopted a code of business conduct and ethics that applies to our directors, officers and employees (the “Code of Business Conduct and Ethics”), to be effective upon effectiveness of the June registration statement. Upon completion of the offering, a copy of the code will be available on the Company’s website. The Company intends to disclose on their website any amendments to the Code of Business Conduct and Ethics and any waivers of the Code of Business Conduct and Ethics that apply to their principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions. ITEM 11. EXECUTIVE COMPENSATION Summary Compensation Table The table below summarizes all compensation awarded to, earned by, or paid to our then Officers for all services rendered in all capacities to us for the fiscal years ended as indicated. Name and Principal Position Year ended April 30 Salary ($) Bonus ($) Share Awards ($)(1) Non-Equity Incentive Plan Compensation ($) All other compensation ($) Total ($) Mike Ballardie (1) 2022 571,123 277,500 16,100,000 - 375,748 17,324,371 2021 360,109 635,00 - 119,714 1,114823 Judah Honickman (2) 2022 179,312 72,150 190,000 - 10,454 451,916 2021 96,000 51,000 - - 147,000 Paul McKeown (3) 2022 344,048 83,250 - - 427,298 2021 298,589 90,000 23,756 - - 412,345 Tom Dye (4) 2022 160,000 37,000 25,647 - - 222,647 2021 120,000 30,000 15,747 - - 165,747 Mark Radom (5) 2022 114,000 23,241 - - 137,241 2021 84,000 21,000 15,747 - - 120,747 Yonah Kalfa (6 ) 2022 - - 16,100,000 - 593,250 16,693,250 2021 120,000 30,000 - - 150,000 Jason Seifert (7) 2022 179,166 59,663 50,970 289,799 Chen Shachar (8) 2022 Evgeni Khazanov (9) 2022 (1) Calculated in accordance with ASC Topi c 718, consistent with the Company’s financial statements. Mr. 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. (3) Mr. Honickman has served as the Company’s Chief Marketing Officer since September 16, 2019 and has an address at 2709 N. Rolling Road, Suite 138, Windsor Mill, MD 21244. (3) Paul McKeown has served as the Company’s Chief Financial Officer from April 30, 2020 through July 6, 2021 and from July 6, 2021 to-date as the Company’s Chief Business Integration Officer and has an address at 2709 N. Rolling Road, Suite 138, Windsor Mill, MD 21244. (4) Tom Dye has served as the Company’s Chief Operating Officer since April 30, 2020 and has an address at 2709 N. Rolling Road, Suite 138, Windsor Mill, MD 21244. (5) Mark Radom has served as the Company’s General Counsel since September 16, 2019 and has an address at 2709 N. Rolling Road, Suite 138, Windsor Mill, MD 21244. (6) Yonah Kalfa has served as the Company’s Chief Innovation Officer since September 7, 2020 and has an address at 2709 N. Rolling Road, Suite 138, Windsor Mill, MD 21244. (7) Jason Seifert served as the Company’s Chief Financial Officer from July 6, 2021 through June 25, 2022 and had an address at 2709 N. Rolling Road, Suite 138, Windsor Mill, MD 21244. (8) Chen Shachar served as PlaySight’s Chief Executive Officer from 2012 through February 16, 2022, which was the date on which the Company consummated its acquisition of PlaySight, and as PlaySight’s president from February 16, 2022 through November 27, 2022 when the Company sold PlaySight and had an address at 6 Hanagar, Hod Hasharon, Israel. (9) Evgeni Khazanov has served as PlaySight’s Chief Technology Officer from 2012 through November 27, 2022 when the Company sold PlaySight and had an address at 6 Hanagar, Hod Hasharon, Israel. 60 SERVICE AGREEMENTS The Company is a party to service agreements with each of its executive officers. Mike Ballardie. On April 6, 2020, we entered into a service agreement with our Chief Executive Officer, Mike Ballardie, which was amended on November 1, 2020. Pursuant to the service agreement, Mr. Ballardie will serve as our Chief Executive Officer for a period of five years. During the five-year term, Mr. Ballardie receives a monthly base salary of $50,000 and a bonus payment at a minimum of 50% of the annual base salary. We also issued Mr. Ballardie warrants to purchase 500,000 shares of our common stock. The warrants were exercisable at issuance at an exercise price of $0.01 per share and have an expiration date of April 6, 2030. We also provide standard indemnification and directors’ and officers’ insurance. We may terminate Mr. Ballardie’s employment with cause (as defined under the agreement) and without cause by giving at least 180 days prior written notice. If we terminate Mr. Ballardie without cause, all his unvested stock and option compensation of any nature will vest without any further action. Mr. Ballardie may resign for good reason (as defined under the agreement) or without good reason by giving at least 180 days prior written notice. If we terminate Mr. Ballardie without cause or he resigns for good reason, we must pay severance in an amount in lieu of base salary and benefits that would have accrued to Mr. Ballardie for the greater of (a) the unexpired portion of the term of the agreement or (b) two years, to be paid in full within 30 days of termination. In addition, vesting of all unvested common or preferred shares and options and warrants will continue for 12 months following such termination if we terminate Mr. Ballardie without cause or he resigns for good reason. Mr. Ballardie is also subject to standard confidentiality and non-competition provisions. Tom Dye. On April 30, 2020, we entered into a service agreement with our Chief Operating Officer, Tom Dye. Pursuant to the service agreement, Mr. Dye serves as our Chief Operating Officer for a period of three years. During the three-year term, Mr. Dye receives an annual base salary of $120,000 and a bonus payment at a minimum of 25% of the annual gross base salary. We agreed to issue Mr. Dye warrants to purchase a total of 125,000 shares of common stock to be issued at the time that certain performance goals are met. The warrants that were to Mr. Dye on April 30, 2020 are exercisable at issuance at an exercise price of $3.00 per share and have an expiration date of April 30, 2030. The warrants that were to Mr. Dye on February 9, 2021 are exercisable at issuance at an exercise price of $39.40 per share and have an expiration date of February 9, 2031. We also agreed to issue a one-time bonus of 150,000 shares of common stock to Mr. Dye after the value of the Company’s outstanding stock equals $100 million. The Company will also provide standard indemnification and directors’ and officers’ insurance. The Company may terminate Mr. Dye’s employment with cause (as defined under the agreement) and without cause by giving at least 60 days prior written notice. If we terminate Mr. Dye without cause, all Mr. Dye’s unvested stock and option compensation of any nature will vest without any further action, and we will pay two years base salary severance within 30 days of termination. In addition, vesting of all unvested common or preferred shares and options and warrants will continue for 12 months following such termination. Mr. Dye may resign for good reason (as defined under the agreement) or without good reason by giving at least 30 days prior written notice. Mr. Dye is also subject to standard confidentiality and non-competition provisions. Paul McKeown. On July 5, 2021, we entered into a service agreement with our former Chief Business Integration Officer, Paul McKeown. Pursuant to the service agreement, Mr. McKeown will serve as our Chief Business Integration Officer for a period of three years. During the three-year term, Mr. McKeown receives a base salary at an hourly rate of $150 per hour, up to $12,000 per month unless otherwise agreed, and an annual performance bonus of at least 30% of the annual gross base salary. and We also issued Mr. McKeown warrants to purchase 150,000 shares of common stock. The warrants were exercisable at issuance at an exercise price of $0.01 per share and have an expiration date of The Company will also provide standard indemnification and directors’ and officers’ insurance. The Company may terminate Mr. McKeown’s employment with cause (as defined under the agreement) and without cause by giving at least 90 days prior written notice. If we terminate Mr. McKeown without cause, all Mr. McKeown’s unvested stock and option compensation of any nature will vest without any further action, and we will pay severance of one year base salary within 30 days of termination. In addition, vesting of all unvested common or preferred shares and options and warrants will continue for 12 months following termination. Mr. McKeown may resign for good reason (as defined under the agreement) or without good reason by giving at least 90 days prior written notice. Mr. McKeown is also subject to standard confidentiality and non-competition provisions. 61 Juda Honickman. On April 30, 2020, we entered into a service agreement with Nest Consulting Inc., a Delaware corporation, owned by our Chief Marketing Officer, Juda Honickman. Pursuant to the service agreement, Mr. Honickman will serve as our Chief Marketing Officer for a period of three years. During the three-year term, Mr. Honickman receives an annual base salary of $102,000 and a bonus payment at a minimum of 50% of his annual base salary. We also issued warrants to purchase 250,000 shares of common stock to Mr. Honickman. The warrants were exercisable at issuance at an exercise price of $3.00 per share and have an expiration date of April 30, 2030. The Company will also provide standard indemnification and directors’ and officers’ insurance. The Company may terminate Mr. Honickman’s employment with cause (as defined under the agreement) and without cause by giving at least 60 days prior written notice. If we terminate Mr. Honickman without cause, all Mr. Honickman’s unvested stock and option compensation of any nature will vest without any further action and will pay two years base salary severance within 30 days of termination. In addition, Mr. vesting of all unvested common or preferred shares and options and warrants will continue for 12 months following termination. Mr. Honickman may resign for good reason (as defined under the agreement) or without good reason by giving at least 30 days prior written notice. Mr. Honickman is also subject to standard confidentiality and non-competition provisions. Mark Radom. On February 1, 2022, we entered into the second amended and restated service agreement with our General Counsel, Mark Radom. Pursuant to the service agreement, Mr. Radom will serve as General Counsel for a period of two. During the two-year term, we agreed to pay Mr. Radom a monthly base salary of $12,500 and a bonus payment at a minimum of 25% of the annual base salary. The Company will also provide standard indemnification and directors’ and officers’ insurance. The Company may terminate Mr. Radom’s employment with cause (as defined under the agreement) and without cause by giving at least 60 days prior written notice. If we terminate Mr. Radom without cause, all Mr. Radom’s unvested stock and option compensation of any nature will vest without any further action, and we will pay two years base salary severance within 30 days of termination. In addition, vesting of all unvested common or preferred shares and options and warrants will continue for 12 months following termination. Mr. Radom may resign for good reason (as defined under the agreement) or without good reason by giving at least 120 days prior written notice. Mr. Radom is also subject to standard confidentiality and non-competition provisions. Yonah Kalfa. On September 7, 2020, we entered into a service agreement with our Chief Innovation Officer, Yonah Kalfa. Pursuant to the service agreement, Mr. Kalfa will serve as our Chief Innovation Officer for a period of three years. During the three-year term, Mr. Kalfa receives an annual base salary of 1,162,800 Israeli New Shekel (approximately $350,000) and a bonus payment at a minimum of 25% of the annual gross base salary. Mr. Kalfa agreed to defer receipt of his base salary until otherwise agreed in writing. The Company will also provide standard indemnification and directors’ and officers’ insurance. The Company may terminate Mr. Kalfa’s employment with cause (as defined under the agreement) and without cause by giving at least 60 days prior written notice. If we terminate Mr. Kalfa without cause, we will pay two years base salary severance within 30 days of termination. Mr. Kalfa may resign for good reason (as defined under the agreement) or without good reason by giving at least 30 days prior written notice. Mr. Kalfa is also subject to standard confidentiality and non-competition provisions. DIRECTOR COMPENSATION The following table sets forth director compensation for the years ended April 30, 2022 and 2021: Name Year Ended April 30 Fees earned or paid in cash ($) Stock Awards ($) Total ($) Mike Ballardie 2022 - - - 2021 - - - Stock Options/SAR Grants . None. 62 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information, as of May 17, 2023, 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 stock. The 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 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. The 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” 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. Common Stock Name # of Shares (1) % of Class (1) Yonah Kalfa (3) 1,999,470 2.44 % 2672237 Ontario Ltd. (2) 1,252,471 1.53 % Mike Ballardie (3) 790,000 0.96 % Judah Honickman (3) 350,000 0.43 % Paul McKeown (3) 275,000 0.33 % Tom Dye (3) 275,000 0.33 % Mark Radom (3) 277,603 0.33 % All current officers and directors as a group (6 persons) (3) 5,219,544 6.37 % (1) Beneficial 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 person. Percentages are based on a total of shares of common stock outstanding on May 17, 2023, which was 13,543,155, and the shares issuable upon exercise of warrants and convertible debt. The number of common shares used in computing this percentage is 81,906,241. 63 (2) In 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. Mont-Saic 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. (3) The above officers and directors were granted an aggregate total of 1,125,000. 450,000 and 1,100,000 warrants on April 30, 2020, February 9, 2021 and September 3, 2021, respectively, as compensation and bonuses. The April 30, 2020 warrants have an exercise price of $0.01 per share and the February 9, 2021 warrants have an exercise price of $0.01 per share for non-U.S. employees and $39.40 for U.S. employees. All of the warrants have a contractual life of 10 years from the date of issuance and are vested immediately upon grant. Additionally, Yonah Kalfa and Mark Radom have 1,999,470 and 2,603 shares of common stock of the Company, respectively. Securities authorized for issuance under equity compensation plans. The table below provides information regarding all compensation plans as of the end of the most recently completed fiscal year (including individual compensation arrangements) under which equity securities of the registrant are authorized for issuance. On November 11, 2020, 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). The 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; 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. Future new hires, non-employee directors and additional non-employee consultants are eligible to participate in the 2020 Plan as well. The number 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. 64 Equity Compensation Plan Information Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted- average price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders - - 1,500,000 Equity compensation plans not approved by security holders 24,503,107 $ 1.01 - Total 24,503,107 $ 1.01 1,500,000 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The 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. Fiscal 2022 Fiscal 2021 Audit Fees $ 331,690 $ 102,600 Tax Fees - - All Other Fees - - Total $ $ 102,600 PART IV Item 15. Exhibits, Financial Statement Schedules (a) Financial Statements Our 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. (b) Exhibits The 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: 65 Exhibit Number Exhibit Description 2.1 Merger Agreement dated October 6, 2021, by and among Slinger Bag Inc. and PlaySight Interactive Ltd. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on October 12, 2021) 2.2 Merger Agreement dated October 6, 2021, by and among Slinger Bag Inc., PlaySight Interactive Ltd., and Rohit Krishnan, in his capacity as Shareholders’ Representative (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on October 12, 2021) 2.3 Addendum to and Amendment to Agreement for the Merger, dated February 16, 2022, by and among Slinger Bag Inc., PlaySight Interactive Ltd., Rohit Krishnan, in his capacity as Shareholders’ Representative, and SB Merger Sub Ltd. (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on February 22, 2022) 2.4 Share Purchase Agreement dated September 27, 2021 by and among Slinger Bag Inc., Flixsense Pty Ltd., and selling stockholders of Flixsense Pty Ltd. (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on September 27, 2021) 2.5 Share Purchase Agreement, dated February 2, 2022 (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on February 8, 2022) 3.1 Articles of Incorporation (Incorporated by reference to the Registrant’s Form S-1 (File No. 333-214463), filed with the Commission on November 7, 2016) 3.2 Bylaws (Incorporated by reference to the Registrant’s Form S-1 (File No. 333-214463), filed with the Commission on November 7, 2016) 4.1 Form of Convertible Redeemable Note issued on November 20, 2019 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on March 22, 2020) 4.2 Form of Convertible Redeemable Note issued on February 11, 2020 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on March 22, 2020) 4.3 Form of 8% Senior Convertible Notes issued on August 6, 2021 (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on August 10, 2021) 4.4 Omnibus Amendment Agreement, dated December 31, 2021 (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on January 5, 2022) 10.1 Amended and Restated Loan Agreement Dated December 13, 2019 with 2490585 Ontario Inc. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on March 22, 2020) 10.2 Amended and Restated Loan Agreement Dated December 13, 2019 with 2490585 Ontario Inc. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on March 22, 2020) 10.3 Loan Agreement dated December 11, 2019 with 2490585 Ontario Inc. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on March 22, 2020) 10.4 Loan Agreement dated January 6, 2020 with 2490585 Ontario Inc. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on March 22, 2020) 10.5 Loan Agreement dated March 1, 2020 with 2490585 Ontario Inc. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on March 22, 2020) 10.6 Midcity 12% Promissory Note dated March 16, 2020 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 1, 2020) 10.7 Midcity 12% Securities Purchase Agreement dated March 16, 2020 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 1, 2020) 10.8 Midcity 12% Warrant Agreement dated March 16, 2020 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 1, 2020) 66 10.9 Distribution Agreement with Globeride Inc. dated March 26, 2020 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 1, 2020) 10.10 Loan Agreement dated May 12, 2020 with 2490585 Ontario Inc. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on September 21, 2020) 10.11 Loan Agreement dated July 3, 2020 with 2490585 Ontario Inc. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on September 21, 2020) 10.12 First Amendment to Promissory Note and Loan Agreements dated June 1, 2020 with Montsaic Investments, LLC (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on September 21, 2020) 10.13 Loan Agreement dated June 30, 2020 with Montsaic Investments, LLC (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on September 21, 2020) 10.14 Loan Agreement dated August 10, 2020 with 2490585 Ontario Inc. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on September 21, 2020) 10.15 Loan Agreement dated September 15, 2020 with 2490585 Ontario Inc. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on September 21, 2020) 10.16 Loan Agreement dated November 24, 2020 with 2490585 Ontario Inc. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on December 14, 2020) 10.17 Midcity Capital Bridge Loan Note dated December 24, 2020 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on March 22, 2021) 10.18 Midcity Capital Bridge Loan Note Extension agreement dated February 2, 2021 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on March 22, 2021) 10.19 Distribution Agreement with Planet Sport Sarl dated August 24, 2020 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 9, 2020) 10.20 Distribution Agreement with Sporting Goods Specialist Ltd dated August 25, 2020 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 9, 2020) 10.21 Distribution Agreement with Sports Warehouse Australia Pty Ltd dated September 2, 2020 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 9, 2020) 10.22^ Service Agreement with Yonah Kalfa dated September 7, 2020 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 9, 2020) 10.23 Distribution Agreement with Dunlop (Incorporated by reference to the Company’s Current Report on Form 8-K/A filed on September 29, 2020) 10.24 Dawson City Trademark Assignment Agreement dated November 10, 2020 (Incorporated by reference to the Company’s Current Report on Form 8-K/A filed on November 30, 2020) 10.25^ Slinger Bag Global Share Incentive Plan (2020) (Incorporated by reference to the Company’s Current Report on Form 8-K/A filed on November 30, 2020) 10.26^ Service Agreement with Mike Ballardie dated November 1, 2020 (Incorporated by reference to the Company’s Current Report on Form 8-K/A filed on January 20, 2021) 10.27 2,000,000 Secured Term Promissory Note dated April 15, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K/A filed on April 21, 2021) 10.28 Business Loan and Security Agreement dated April 15, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K/A filed on April 21, 2021) 67 10.29 Intellectual Property Security Agreement dated April 15, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K/A filed on April 21, 2021) 10.30 Stock Pledge Agreement dated April 15, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K/A filed on April 21, 2021) 10.31 Intercreditor Agreement dated April 15, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K/A filed on April 21, 2021) 10.32 Warrant Purchase Agreement dated April 15, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K/A filed on April 21, 2021) 10.33 SB Invesco Warrant dated April 15, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K/A filed on April 21, 2021) 10.34 Chessler Holdings Warrant dated April 15, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K/A filed on April 21, 2021) 10.35 Membership Interest Purchase Agreement dated June 21, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K/A filed on June 23, 2021) 10.36^ Charles Ruddy Service Agreement dated June 21, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K/A filed on June 23, 2021) 10.37 Jaana Gilbert Service Agreement dated June 21, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K/A filed on June 23, 2021) 10.38 George Kustas Consulting Agreement dated June 21, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K/A filed on June 23, 2021) 10.39 Convertible Loan Agreement dated July 21, 2021, as amended by First Amendment to Convertible Loan Agreement dated October 7, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on October 12, 2021) 10.40 Form of Securities Purchase Agreement (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on August 10, 2021) 10.41 Form of Warrant (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on August 10, 2021) 10.42 Form of Registration Rights Agreement (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on August 10, 2021) 10.43 Loan Agreement dated August 4, 2021 with 2622325 Ontario Limited (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on August 10, 2021) 10.44 Loan Agreement dated July 23, 2021 with 2622325 Ontario Limited. (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on July 30, 2021) 68 10.45 Loan Agreement dated January 14, 2022, by and between Yonah Kalfa and Slinger Bag Inc. (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on January 18, 2022) 10.46 Loan Agreement dated January 14, 2022, by and between Naftali Kalfa and Slinger Bag Inc. (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on January 18, 2022) 16.1 Letter Re: Change in Certifying Accountant (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on February 17, 2022) 21.1 List of Subsidiaries 23.1 Consent of Mac Accounting Group, LLP 23.2 Consent of OLAYINKA OYEBOLA & CO 31.1 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14(a) and15d-14(a). 31.2 Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and15d-14(a). 32.1 Certification of Principal Executive Officer and Pursuant to 18 U.S.C. 1350. 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. 1350. 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Definition 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) ^ Management contract or compensatory plan or arrangement. 69 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Connexa Sports Technologies Inc. Dated: May 17, 2023 By: /s/ Mike Ballardie Mike Ballardie Director, President and Chief Executive Officer (Principal Executive Officer) Dated: May 17, 2023 By : /s/ Mike Ballardie Mike Ballardie Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Mike Ballardie Mike Ballardie Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer, and Director May 17, 2023 /s/ Tom Dye Tom Dye Chief Operating Officer May 17, 2023 /s/ Paul McKeown Paul McKeown Chief Business Integration Officer May 17, 2023 /s/ Juda Honickman May 17, 2023 Juda Honickman Chief Marketing Officer /s/ Mark Radom May 17, 2023 Mark Radom General Counsel /s/ Yonah Kalfa May 17, 2023 Yonah Kalfa Chief Innovation Officer and Director /s/ Kirk Taylor May 17, 2023 Kirk Taylor Director 70