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Item 9A. Controls and Procedures

2023-07-18 compared with 2017-08-04 · 788 added, 94 removed, 8 unchanged (99% of the section changed)

CONTROLS AND PROCEDURES

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuers management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of April 30, 2017.

Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Such officer also confirmed that there was no change in our internal control over financial reporting during the year April 30, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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, 2022.

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, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial

Report on Internal Control Over Financial Reporting

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:

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.

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:

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.

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.

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.

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

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE COMPANY

Name and Address of Executive

Officer and/or Director

Iuliia Gitelman

68/29 Husitska st., Zizkov, Prague, Czech Republic 13000

President, Treasurer, Secretary and Director

(Principal Executive, Financial and Accounting Officer)

Iuliia Gitelman has acted as our President, Treasurer, Secretary and sole Director since we incorporated on July 12, 2015.

Gitelman owns 91.32% of the outstanding shares of our common stock.

As such, it was unilaterally decided that Ms.

Gitelman was going to be our sole President, Chief Executive Officer, Treasurer, and Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors.

We expect our director Iuliia Gitelman to successfully execute her duties on the account of professional education in tourism.

She graduated from The Institute of Hospitality Management in Prague (Czech Repulic), in 2005, where she had managed to receive professional knowledge and enlarge it while studying the Master's program course in the same university from 2006 to 2008.

Since 2008 till 2009, she worked in travel agency Kokpit Arena Franko Tour, LLC as tours manager.

Later, in 2009 she received MBA in Hospitality and tourism in The New European College (NEC), in Munich, Germany.

Since 2009 till 2014, she worked in Staropramen Brewery museum as project manager.

Since 2014 till 2015, she was a freelance tour guide in Prague (Czech Republic).

As she successfully advanced in her career paired with training for MBA, we expect that Ms.

Gitelmans specific experience, qualifications, attributes and skills can lead our company to an advanced level.

During the past ten years, Ms.

Gitelman has not been the subject to any of the following events:

Any bankruptcy petition filed by or against any business of which Ms.

Gitelman was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.

An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Ms.

Gitelmans involvement in any type of business, securities or banking activities.

Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

Any Federal or State securities or commodities law or regulation;

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS

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

Chief Executive Officer, Treasurer and Director

Chief Business Integration Officer

Operating Officer

Marketing Officer

Innovation Officer and Director

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

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.

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

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.

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.

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) and Trilium Ltd (UK), a childcare business, from 2018 to 2019.

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 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).

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” equipment supplier in the world.

Those acquisitions required leadership to integrate into Amer’s processes,

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

Following that, he was appointed Vice President Finance for Amer’s Precor Fitness brand – headquartered in Seattle

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.

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.

History of Tom Dye

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

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.

History of Juda Honickman

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.

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.

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

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.

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.

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.

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.

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

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.

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,

Kirk serves his community in various ways including as the board treasurer for a community development corporation in Indianapolis,

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.

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.

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 two other persons who became in February 2022 what we consider to be significant employees:

Jalaluddin Shaik, President of Gameface.

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.

Shaik is a graduate of Visvesvaraya Technological University with a bachelors in Computer Science Major in machine

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 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.

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.”

16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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.

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.

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:

director is, or at any time during the past three (3) years was, an employee of the Company;

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);

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);

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;

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.

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.

effectiveness of the June registration statement, the following three standing committees will be formed and effective:

audit committee;

We do not have an audit committee financial expert.

We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive.

Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.

SIGNIFICANT EMPLOYEES

Other than our director, we do not expect any other individuals to make a significant contribution to our business.

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 will be responsible for, among other matters:

compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm;

with our independent registered public accounting firm the independence of its members from its management;

with our independent registered public accounting firm the scope and results of their audit;

all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

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;

and monitoring our accounting principles, accounting policies, financial and accounting controls, and compliance with legal and regulatory

requirements;

the oversight by our Board of our code of business conduct and our disclosure controls and procedures

procedures for the confidential and/or anonymous submission of concerns regarding accounting, internal controls or auditing matters;

and approving related-person transactions.

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 will be responsible for, among other matters:

key employee compensation goals, policies, plans and programs;

and approving the compensation of our directors and executive officers;

and approving employment agreements and other similar arrangements between us and our executive officers;

and overseeing any compensation consultants or advisors.

There are currently

no independent directors on the compensation committee.

and Corporate Governance Committee

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.

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.

COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

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.

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.

OF BUSINESS CONDUCT AND ETHICS

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

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.

EXECUTIVE COMPENSATION

The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer from inception on July 12, 2015 until April 30, 2016 and for the year ended April 30, 2017:

Summary Compensation Table

Incentive Plan

Iuliia Gitelman, President, Secretary and Treasurer

July 12, 2015 to April 30, 2016

May 1, 2016to April 30, 2017

There are no current employment agreements between the company and its officer.

There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.

CHANGE OF CONTROL

As of April 30, 2017, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.

Compensation Table

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

Share Awards ($)(1)

Non-Equity Incentive Plan Compensation ($)

All other compensation ($)

Mike Ballardie (1)

Judah Honickman (2)

Paul McKeown (3)

Mark Radom (5)

Yonah Kalfa (6 )

Jason Seifert (7)

Chen Shachar (8)

Evgeni Khazanov (9)

in accordance with ASC Topi c 718, consistent with the Company’s financial statements.

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 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.

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.

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.

Seifert served as the Company’s Chief Financial Officer from July 6, 2021 through June 25, 2022 and had an address at 2709

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

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.

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.

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

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

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.

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.

Ballardie is also subject to

standard confidentiality and non-competition provisions.

On April 30, 2020, we entered into a service agreement with our Chief Operating Officer, Tom Dye.

Pursuant to the service agreement,

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

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,

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.

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.

Dye may resign for good reason (as defined under the agreement) or without good reason by giving at least

30 days prior written notice.

Dye is also subject to standard confidentiality and non-competition provisions.

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.

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’

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.

McKeown may resign for good reason (as defined under the agreement) or without good reason by

giving at least 90 days prior written notice.

McKeown is also subject to standard confidentiality and non-competition

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.

warrants were exercisable at issuance at an exercise price of $3.00 per share and have an expiration date of April 30, 2030.

will also provide standard indemnification and directors’ and officers’ insurance.

The Company may terminate Mr.

employment with cause (as defined under the agreement) and without cause by giving at least 60 days prior written notice.

If we terminate

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.

Honickman may resign for good reason

(as defined under the agreement) or without good reason by giving at least 30 days prior written notice.

Honickman is also subject

to standard confidentiality and non-competition provisions.

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

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.

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.

Radom may resign for good reason (as defined under the

agreement) or without good reason by giving at least 120 days prior written notice.

Radom is also subject to standard confidentiality

and non-competition provisions.

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.

Kalfa agreed to defer receipt of his base salary until otherwise agreed in writing.

will also provide standard indemnification and directors’ and officers’ insurance.

The Company may terminate Mr.

employment with cause (as defined under the agreement) and without cause by giving at least 60 days prior written notice.

If we terminate

Kalfa without cause, we will pay two years base salary severance within 30 days of termination.

Kalfa may resign for good reason

(as defined under the agreement) or without good reason by giving at least 30 days prior written notice.

Kalfa is also subject to

standard confidentiality and non-competition provisions.

following table sets forth director compensation for the years ended April 30, 2022 and 2021:

Ended April 30

earned or paid in cash ($)

Options/SAR Grants .

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information as of April 30, 2017 regarding the ownership of our common stock by each shareholder known by us to be the beneficial owner of more than five percent of our outstanding shares of common stock, each director and all executive officers and directors as a group.

Except as otherwise indicated, each of the shareholders has sole voting and investment power with respect to the shares of common stock beneficially owned.

Title of Class

Name and Address of

Beneficial Owner

Amount and Nature of

Beneficial Ownership

Iuliia Gitelman

68/29 Husitska st., Zizkov, Prague, Czech Republic 13000

5,000,000 shares of common stock (direct)

The percent of class is based on 5,220,000 shares of common stock issued and outstanding as of April 30, 2017.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

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 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”

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.

# of Shares (1)

% of Class (1)

Yonah Kalfa (3)

2672237 Ontario Ltd.

Mike Ballardie (3)

Judah Honickman (3)

Paul McKeown (3)

Mark Radom (3)

All 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 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.

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.

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.

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.

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.

authorized for issuance under equity compensation plans.

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.

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.

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On April 29, 2016, we issued a total of 5,000,000 shares of restricted common stock to Iuliia Gitelman, our sole officer and director in consideration of $5,000.

Gitelman has advanced funds to us.

As of April 30, 2017, Ms.

Gitelman has advanced to us $1,114.

There is no due date for the repayment of the funds advanced by Ms.

Gitelman will be repaid from revenues of operations if and when we generate sufficient revenues to pay the obligation.

The obligation to Ms.

Gitelman does not bear interest.

There is no written agreement evidencing the advancement of funds by Ms.

Gitelman or the repayment of the funds to Ms.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

During fiscal years ended April 30, 2017 and 2016, we incurred the following fees to our independent certified public accountants, Pritchett, Siler and Hardy PC:

April 30, 2017

April 30, 2016

Audit related fees

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

"Audit Fees"

consisted of fees billed for services rendered for the audit of the Companys annual financial statements and\ audit related fees are for review of the financial statements included in the Companys quarterly reports on Form 10-Q.

The following exhibits are filed as part of this Annual Report.

31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

101 Interactive data files pursuant to Rule 405 of Regulation S-T.

*Previously filed

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

August 4, 2017

/s/ Iuliia Gitelman

Iuliia Gitelman, President and

Chief Executive Officer and Chief Financial Officer

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.

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:

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)

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)

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)

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)

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)

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)

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

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

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)

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)

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)

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)

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