AIRWA INC. 10-K/A

ITEM 1. Business History of our Company Lazex Inc. (“Lazex”) was incorporated under the laws of the State of Nevada on July 12, 2015. On August 23, 2019, the majority owner of Lazex entered into a Stock Purchase Agreement with Slinger Bag Americas Inc., a Delaware corporation (“Slinger Bag Americas”), which was 100% owned by Slinger Bag Ltd. (“SBL”), an Israeli company. In connection with the Stock Purchase Agreement, Slinger Bag Americas acquired 2,000,000 shares of common stock of Lazex for $332,239. On September 16, 2019, SBL transferred its ownership of Slinger Bag Americas to Lazex in exchange for the 200,000 shares of Lazex acquired on August 23, 2019. As a result of these transactions, Lazex owned 100% of Slinger Bag Americas and the sole shareholder of SBL owned 200,000 shares of common stock (approximately 82%) of Lazex. Effective September 13, 2019, Lazex changed its name to Slinger Bag Inc. On October 31, 2019, Slinger Bag Americas acquired control of Slinger Bag Canada, Inc., (“Slinger Bag Canada”) a Canadian company incorporated on November 3, 2017. There were no assets, liabilities or historical operational activity of Slinger Bag Canada. On February 10, 2020, Slinger Bag Americas became the 100% owner of SBL, along with SBL’s wholly owned subsidiary Slinger Bag International (UK) Limited (“Slinger Bag UK”), which was formed on April 3, 2019. On February 10, 2021, Zehava Tepler, the owner of SBL, contributed Slinger Bag UK to Slinger Bag Americas for no consideration. Effective February 25, 2020, the Company increased the number of authorized shares of common stock from 75,000,000 to 300,000,000 via a four-to-one forward split of its outstanding shares of common stock. All share and per share information contained in this report have been retroactively adjusted to reflect the impact of the stock split. On June 21, 2021, Slinger Bag Americas entered into a membership interest purchase agreement with Charles Ruddy to acquire a 100% ownership stake in Foundation Sports Systems, LLC (“Foundation Sports”). On February 2, 2022, the Company entered into a share purchase agreement with Flixsense Pty, Ltd. (“Gameface”). As a result of the share purchase agreement, Gameface would become a wholly owned subsidiary of the Company. On February 22, 2022, the Company entered into a merger agreement with PlaySight Interactive Ltd. (“PlaySight”) and Rohit Krishnan (the “Shareholders’ Representative”). As a result of the merger agreement, PlaySight would become a wholly owned subsidiary of the Company. During April 2022, the Company determined that the technology utilized in the Foundation Sports acquired entity would take substantially more financial resources and more time to bring to market and achieve profitability than originally anticipated. As a result, the goodwill and intangible assets related to Foundation Sports were fully impaired as of April 30, 2022, resulting in an impairment loss of $3,486,599. In addition, during April 2022 the Company decided to sell a portion of Foundation Sports. The Company continued to classify Foundation Sports in continuing operations, until December 5, 2022 when they sold 75% of Foundation Sports back to the original owners at which time it deconsolidated this subsidiary and recorded a loss on the sale. The Company also determined to dispose of the PlaySight entity during the year ended April 30, 2023. The Company completed the sale in November 2022 and recorded a loss on the sale at that time. In April 2022, the Company changed its domicile from Nevada to Delaware. On April 7, 2022, the Company effected a name change to Connexa Sports Technologies Inc. We also changed our ticker symbol, “CNXA”. Connexa is now the holding company under which Slinger Bag, PlaySight, Gameface and Foundation Sports reside. The operations of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK, SBL, Foundation Sports, PlaySight and Gameface are collectively referred to as the “Company.” On June 14, 2022, the Company effected a 1-for-10 reverse stock split, where the Company’s common stock began to trade on a reverse split adjusted basis. No fractional shares were issued in connection with the reverse stock split and all such fractional interests were rounded up to the nearest whole number of shares of common stock. All references to the outstanding stock have been retrospectively adjusted to reflect this reverse split. The Company also consummated a public offering of shares of its common stock and the listing of its common stock on the Nasdaq Capital Market. 1 The Company operates in the sports equipment and technology business. The Company is the owner of the Slinger Launcher, which is comprised of a portable tennis ball launcher, a portable padel tennis ball launcher and a portable pickleball launcher and Gameface AI, providing AI technology and performance analytics. From inception to date, we have been focused on the ball sport market globally. Our first product, the Slinger Bag Launcher, is a patented, highly portable, versatile and affordable ball launcher built into an easy to transport wheeled trolley bag. Tennis ball machines have been around since the 1950’s when they were introduced by Rene Lacoste. Improvements to performance were made in the 1970’s when Prince started its tennis business on the back of its first product – Little Prince – which was a vacuum operated ball machine. In the 1990’s the first battery operated machines came to the market and since that time very little, if anything, has changed in the structure of ball machines products outside of added computerization. Typically, the machines being marketed by traditional ball machine brands are large, cumbersome and awkward to operate. They are also generally expensive – often well above U.S. $1,000 compared to the entry price of $700 for a Slinger Bag Launcher. We believe that up until the introduction of the Slinger Bag Launcher, the majority of traditional tennis ball machines were sold to tennis facilities, institutions and tennis teachers, with only a few being sold directly to tennis playing consumers. Following the acquisitions of Foundation Sports, Gameface and PlaySight Interactive, the Connexa holding company was established and the original equipment-only Slinger Bag company business is being transformed into a sports technology company focused on providing equipment and software based services to sports teams, facilities, academies, events, federations, clubs and players and participants of all ages and abilities. Recent Events Reverse Stock Split On June 14, 2022, we effected a 1-for-10 reverse stock split, where upon our common stock began to trade on a reverse split adjusted basis. Issued and outstanding stock options and warrants were split on the same basis and exercise prices were adjusted accordingly. All common stock per share numbers and prices included herein have been adjusted to reflect this reverse stock split, unless stated otherwise, and other than unaudited and audited financial statements and other historical share disclosures which indicate they are not adjusted for the reverse stock split. Sale of PlaySight On November 27, 2022, the Company entered into a share purchase agreement (the “Agreement”) with PlaySight, Chen Shachar and Evgeni Khazanov (together, the “Buyer”) pursuant to which the Buyer purchased 100% of the issued and outstanding shares of PlaySight from the Company in exchange for (1) releasing the Company from all of PlaySight’s obligations towards its vendors, employees, tax authorities and any other (past, current and future) creditors of PlaySight; (2) waiver by the Buyer of 100% of the personal consideration owed to them under their employment agreements in the total amount of U.S. $600,000 (which would have been increased in December 2022 to U.S. $800,000); and (3) cash consideration of U.S. $2 million to be paid to the Company as follows: (i) a promissory note in the amount of U.S. $2 million issued and delivered to the Company (the “Promissory Note”). (ii) The maturity due date of the Promissory Note is December 31, 2023 subject to a one year extension in the discretion of the Buyer until December 31, 2024. (iii) The Promissory Note can be partially paid over the time, but in the event it is not paid in full by December 31, 2024, then the remaining amount due (i.e. U.S. $2 million less any amount paid), will be converted into ordinary shares of PlaySight (the “Deposited Shares”), which will be deposited with the escrow company of Altshuler Shaham Trust Ltd. (the “Escrow Agent”) for the benefit of the Company or, at the election of the Company, issued in the form of a stock certificate or recorded in some other market-standard format to be held by the Escrow Agent. 2 (iv) The number of the Deposited Shares shall be determined according to the post-money valuation of the last investment round of the Company, and in the absence of such investment round, the total number of the Deposited Shares shall be $2 million divided by the Company’s valuation to be determined at that time by a third party appraiser, to be nominated by both the Company and the Buyer (the “Appraiser”). The Company and the Buyer have agreed that the identity of the Appraiser shall be Murray Devine Valuation Advisers, to the extent their cost of the appraisal shall not be higher than the cost of other appraisers from the big 4 accounting firms (i.e. E&Y, KPMG, PWC and Deloitte). The Company and the Buyer have agreed to split the cost of the Appraiser. The Company has also released PlaySight from all of its obligations (except for those created by the Agreement) in respect of the Company, including any inter-company debts on the books, and the Buyer has released the Company from all of its obligations (except for those created by the Agreement) in respect of PlaySight and the Buyer. The Company and the Buyer have also agreed to use their best efforts to enter into a non-exclusive binding agreement within three (3) months from the date of the Agreement that permits the Company to receive individual and match analytics for racquet sports (including, but not limited to, tennis, padel and pickle ball) without any upfront cost to the Company and based on revenues to be received from the Company’s customers and users of the analytics. For the avoidance of doubt, the specific terms of such cooperation shall be determined by the Buyer and the Company within the final cooperation agreement, and if it would require PlaySight for the exclusive purpose of such cooperation to develop any additional and new features, which do not exist in the current system of PlaySight, then such R&D costs shall be solely covered by the Company. Any future features that will be developed within PlaySight’s ordinary course of business, and not exclusively for the purpose of the cooperation agreement, shall not be covered by Company. The reason for the entry into the Agreement and the transactions contemplated thereby is to eliminate the need for the Company to provide further financing for PlaySight’s operations. The obligations that the Company assumed in connection with the merger agreement dated October 6, 2021, as amended by the addendum to and amendment to agreement for the merger dated February 16, 2022 remain in full force and effect in accordance with their terms and are not affected by the sale of PlaySight to the Buyer. Sale of Foundation Tennis On December 5, 2022, the Company assigned 75% of its membership interest in Foundation Sports to Charles Ruddy, its founder and granted him the right for a period of three years to purchase the remaining 25% of its Foundation Sports membership interests for $500,000 in cash. As of December 5, 2022, the results of Foundation Sports will no longer be consolidated in the Company’s financial statements, and the investment was accounted for as an equity method investment. On December 5, 2022, the Company analyzed this investment and established a reserve for the investment at the full amount of $500,000. September 2022 Private Placement On September 28, 2022, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with a single institutional investor (the “Investor”) for the issuance and sale of (i) 1,018,510 shares of common stock and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 11,802,002 shares of its common stock, together with accompanying common stock warrants, at a combined purchase price of $0.39 per share of the common stock and associated common stock warrant and $0.3899 per Pre-Funded Warrant and associated common stock warrants for an aggregate amount of approximately $5.0 million (the “Offering”). The Pre-Funded Warrants have an exercise price of $0.00001 per share of common stock and are exercisable until the Pre-Funded Warrants are exercised in full. The shares of common stock and Pre-Funded Warrants were sold in the offering together with common stock warrants to purchase 12,820,512 shares of common stock at an exercise price of $0.39 per share and a term of five years following the initial exercise date (the “5-Year Warrants”) and 25,641,024 common stock warrants to purchase 25,641,024 shares of common stock at an exercise price of $0.43 per share and a term of seven and one half years (the “7.5-Year Warrants”) following the initial exercise date (collectively, the “Warrants”). The Warrants issued in the Offering contain variable pricing features. The Warrants and Pre-Funded Warrants will be exercisable beginning on the date stockholder approval is received and effective allowing exercisability of the Warrants and Pre-Funded Warrants under Nasdaq rules. On September 28, 2022, the Company and the Investor entered into a registration rights agreement (the “Registration Rights Agreement”). The Registration Rights Agreement provides that the Company shall file a registration statement with the Securities and Exchange Commission (“SEC”) covering the resale of the unregistered shares of common stock and the shares of common stock issuable upon exercise of the Warrants and Pre-Funded Warrants no later than December 20, 2022 (the “Filing Date”) and to use best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than sixty (60) days after the Filing Date. The Company used the net proceeds from the Offering for working capital purposes and to repurchase inventory. Spartan Capital Securities LLC acted as the exclusive placement agent in the Offering. 3 January 2023 Private Placement On January 6, 2023, the Company entered into a loan and security agreement (the “Loan and Security Agreement”) with a one or more institutional investors (the “Lenders”) and Armistice Capital Master Fund Ltd. as agent for the Lenders (the “Agent”) for the issuance and sale of (i) a note in an aggregate principal amount of up to $2,000,000 (the “Note”) with the initial advance under the Loan and Security Agreement being $1,400,000 and (ii) warrants (the “Warrants”) to purchase a number of shares of common stock of the Company equal to 200% of the face amount of the Note divided by the closing price of the common stock of the Company on the date of the issuance of the Notes (collectively, the “Initial Issuance”). The closing price of the Company’s common stock on January 6, 2023, as reported by Nasdaq, was $0.221 per share, so the Warrants in respect of the initial advance under the Note are exercisable for up to 18,099,548 shares of the Company’s common stock. The Warrants have an exercise price per share equal to the closing price of the common stock of the Company on the date of the issuance of the Note, or $0.221 per share and a term of five- and one-half (5½) years following the initial exercise date. The initial exercise date of the Warrants will be the date stockholder approval is received and effective allowing exercisability of the Warrants under Nasdaq rules. Pursuant to the terms of the Loan and Security Agreement, an additional advance of $600,000 may be made by to the Company under the Note. The Company’s obligations under the terms of the Loan and Security Agreement are fully and unconditionally guaranteed by all of the Company’s subsidiaries (the “Guarantors”). In connection with the Loan and Security Agreement, the Company and each of the Guarantors entered into a pledge and security agreement with the Agent (the “Pledge and Security Agreements”). The Pledge and Security Agreements provide that the Company and the Guarantors will grant the Agent a security interest in all of the Company’s and each Guarantor’s respective assets. The Company is required to use the net proceeds from the Loan and Security Agreement to pay expenses, including accounting and legal fees, relating to the registration of certain previously issued securities of the Company, which securities were issued to an affiliate of the Agent, and following the payment of such expenses, to fund the Company’s operations. Sale and Consignment of Inventory On January 6, 2023, we sold certain of our inventory including all components, parts, additions and accessions thereto to Yonah Kalfa and Naftali Kalfa who immediately consigned it back to us in exchange for a payment of $103 per ball launcher we sell until we have paid them an aggregate total of $2,092,700, which represents payment in full of the principal amounts of the Loan Agreements (as defined below) and certain other expenses they incurred in connection with the Company. Exclusive Padel distribution Agreement On March 7, 2023, Slinger Bag entered into an exclusive distribution agreement for Padel Tennis with a company located in Valencia, Spain called with Desarrollo y Promocion de Padel S.L. This agreement is contracted to deliver approximately $20million in revenue over a 5 year period. Delinquency Notices On August 16, 2022, the Company received a letter from the Listing Qualifications Department of the Nasdaq indicating that, since the Company has not yet filed its Annual Report on Form 10-K for the fiscal year ended April 30, 2022, as previously reported by the Company on a Form 12b-25, it no longer complies with Nasdaq Listing Rule 5250(c)(1) for continued listing. On September 26, 2022, the Company announced that it had received a letter from the Nasdaq on September 22, 2022 (“Notice Letter”), notifying the Company that it is not in compliance with the periodic filing requirements for continued listing because the Company’s Form 10-Q for the period ended July 31, 2022 (the “2023 Q1 10-Q”) and Form 10-K for the fiscal year ended April 30, 2022 (the “2022 10-K” and, together with the 2023 Q1 10-Q, the “Periodic Reports”) were not filed with the Securities and Exchange Commission by the required due dates. On October 10, 2022, the Company received a letter from the Listing Qualifications Department of the Nasdaq indicating that the Company’s common stock is subject to potential delisting from Nasdaq because, for a period of 30 consecutive business days, the bid price of the Company’s common stock has closed below the minimum $1.00 per share requirement for continued listing under Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Rule”). The Nasdaq notice indicated that, in accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company will be provided 180 calendar days, or until April 10, 2023, to regain compliance. If, at any time before April 10, 2023, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, Nasdaq staff will provide written notification that the Company has achieved compliance with the Bid Price Rule. If the Company fails to regain compliance with the Bid Price Rule before April 10, 2023, t he Company may be eligible for an additional 180-calendar day compliance period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. In the event the Company is not eligible for the second grace period, Nasdaq will provide written notice that the Company’s common stock is subject to delisting. On November 17, 2022, Gabriel Goldman and Rohit Krishnan resigned from the board of directors of the Company. Gabriel and Rohit were members of the audit and compensation committees. Gabriel Goldman was a member of the Company’s Nominating and Corporate Governance Committee. Neither Gabriel nor Rohit advised the Company of any disagreement with the Company on any matter relating to its operations, policies or practices. As a result, the Company will be required to meet the continued listing requirement for board of directors and committees. 4 On March 21, 2023, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”) indicating that the Company’s failure to file its Quarterly Report on Form 10-Q for the period ended January 31, 2023 (“Additional Delinquency”) serves as an additional basis for delisting the Company’s securities from Nasdaq. The Company received a letter from the Nasdaq on February 14, 2023, indicating that, due to the Company’s failure, in violation of Listing Rule 5250(c)(1), to file its (i) Annual Report on Form 10-K with respect to the fiscal year ended April 30, 2022; and (ii) Quarterly Reports on Form 10-Q for the periods ended July 31, 2022 and October 31, 2022 (collectively, the “ Delinquent Filings ”), by February 13, 2023 (the due date for filing the Delinquent Filings pursuant to an exception to Nasdaq’s Listing Rule previously granted by Nasdaq), absent the submission of a timely appeal by February 21, 2023, trading of the Company’s common stock would have been suspended from the Nasdaq at the opening of business on February 23, 2023. Nasdaq would also have filed a Form 25-NSE with the Securities and Exchange Commission (the “SEC”), which would have resulted in the removal of the Company’s securities from listing and registration on the Nasdaq (the “ Staff Determination ”). Additionally, on October 10, 2022, the Company received a letter from Nasdaq indicating that the Company’s common stock is subject to potential delisting from Nasdaq because, for a period of 30 consecutive business days, the bid price of the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing under Nasdaq Listing Rule 5450(a)(1). On January 12, 2023, Nasdaq notified the Company that due to the resignations from the Company’s board, audit committee and compensation committee on November 17, 2022 (“ Corporate Governance Deficiencies ”), the Company no longer complies with Nasdaq’s independent director, audit committee and compensation committee requirements as set forth in Listing Rule 5605. The Company timely submitted its plan of compliance with respect to the Corporate Governance Deficiencies by February 27, 2023 as required by the Nasdaq. However, pursuant to Listing Rule 5810(c)(2)(A), the Corporate Governance Deficiencies serve as an additional and separate basis for delisting and the Company. On February 21, 2023, consistent with the Company’s previously announced intention to request an appeal of the Staff Determination by requesting a hearing before the Nasdaq Hearings Panel (the “ Panel ”) to stay the suspension of the Company’s securities and the filing of the Form 25-NSE with the SEC (the “ Hearing ”), the Company appealed the Staff Determination to the Panel, and requested that the stay of delisting, which otherwise would expire on March 8, 2023, pursuant to Listing Rule 5815(a)(1)(B), be extended until the Panel issued a final decision on the matter. The Nasdaq granted the Company’s request to extend the stay, pending the Hearing scheduled for March 30, 2023, and a final determination regarding the Company’s listing status. The Company is required to address the Additional Delinquency, the Delinquent Filings, and the Corporate Governance Deficiencies before the Panel. Although the Company is working diligently to file the Delinquent Filings and Additional Delinquency, there can be no assurance that they will be filed prior to the Hearing. If the Company’s appeal is denied or the Company fails to timely regain compliance with Nasdaq’s continued listing standards, the Company’s common stock will be subject to delisting on the Nasdaq. On March 30, 2023, the Company had its hearing with the Nasdaq, which indicated that a decision with respect to the Company’s listing status on the Nasdaq would be rendered within two weeks. On April 12, 2023, the Company received a letter from the Listing Qualifications Department of the Nasdaq indicating that the Company had not yet regained compliance with the Bid Price Rule, which serves as an additional basis for delisting the Company’s securities from the Nasdaq. The letter further indicated that the Panel will consider this matter in its decision regarding the Company’s continued listing on the Nasdaq Capital Market. In that regard, the Nasdaq indicated that the Company should present its views with respect to this additional delinquency to the Panel in writing no later than April 19, 2023. The Company offers no assurance that its request to be granted further time to file its Delinquent Filings, regain compliance with the Bid Price Rule and redress its Corporate Governance Deficiencies and to remain listed on the Nasdaq will be granted. Industry Overview Over the next five years, we believe that most stadia, schools, academies, pro teams, colleges, clubs, facilities, courts, fields, rinks and pitches will begin transitioning to and becoming “Smart” with connected, AI (artificial intelligence) based video and analytics technology, as well as, membership based facilities more widely incorporating the use of facility management and court booking software products - all being key component for driving broader engagement with consumers to offer an enhanced degree of operational efficiency and providing greater enjoyment to players in their chosen sport. Over the course of the next twelve months, we will be focused on the global tennis, padel tennis and pickleball as our primary target markets. The ITF cites the global tennis market as having 80 million active participants, with many million other consumers being acknowledged as avid fans of the sport. Pickleball is now widely recognized as the fastest growing sport in the United States with over 5 million regular players and Padel Tennis is also seeing significant participant growth throughout Europe and South America primarily. Currently it is estimated that there are up to as many as 10 million Padel players globally. Manufacturing and Distribution Production of the Slinger Bag Launcher is based in southern China. We are engaged with 10 individual part suppliers, and all of these parts come together at our contracted assembly facility in Xiamen, China, where the Launchers are assembled and quality control checked before being processed for global distribution. 5 Our manufacturing capacity is estimated at approximately 5,000 units monthly. This capacity will be shared across our three Slinger Bag Launcher products– tennis, pickleball, and padel. The pickleball product has been introduced to the market in March 2023 and this will be followed by Padel tennis in June 2023. In developing our Slinger Bag tennis, pickleball and padel launchers, we have designed the three products that share many common parts. We expect this to aid efficiency of the production process. We have engaged an independent and experienced vendor management company to manage all of our production activities, our quality control process and quality assurance activities, both across our individual vendor partners and at the assembly facility. These processes have been developed together with the Company with a goal of producing consistently high-quality and high performing products. We have a global distribution network, and all shipments made to distributor markets outside of the United States and Canada are shipped free-on-board (“FOB”) Xiamen, China, thereby immediately becoming the responsibility of the distributor. South American distributors are typically serviced from our US warehouse locations and European distributors are able to place replacement orders through a small third-party distribution facility located in Rotterdam, Netherlands. Additionally, we ship our Slinger-Dunlop co-branded tennis balls from Dunlop (our supplier) to the United States or to Rotterdam for further distribution through our distribution network. Gameface AI is a software-as-a-service company and, as such, has no direct procurement or supply chain requirements. Strategy Slinger Bag Launchers for tennis, pickleball and padel In introducing the Slinger Bag Launcher, we saw an opportunity to disrupt the traditional tennis market. Through until March 2023 Slinger Bag has been a single product company marketing its Tennis Launcher for tennis players of all ages and abilities. Currently, approximately 70% of Slinger Bag Tennis Launcher revenues are generated through our direct-to-consumer strategy in North America. We operate a third-party distributor structure in all markets outside of North America. Distributor partners have exclusive territories and / or product categories. We endeavor to partner with distributors who have a recognized background within the tennis, pickleball or padel industries for their respective market, along with them having the requisite financial capacity and service infrastructure to grow the Slinger Bag brand through a similar go-to-market strategy as is operated directly by the Slinger Bag business in North America. All distributor partners purchase Slinger Bag Launchers at a discounted distributor pricing structure, which is considerably lower than the retail price, and are responsible for placing their product orders up to 3 months in advance of their delivery requirement. The United States market will remain predominantly a direct-to-consumer market for Slinger Bag for Tennis and for Pickleball. As the largest tennis and pickleball market in the world with 17.4 million tennis players and over 5 million pickleball players, the United States is a key market both to establish the Slinger brand and to drive demonstrable growth. Direct-to-consumer sales are further supplemented by one or more third-party internet sites focused on either the tennis or the pickleball market. This market is served by third-party logistics facilities in West Columbia, South Carolina and Reno, Nevada, which are operated by one of our logistics partners. All end consumer service support is currently managed by a small service team based in Canada. All distributor partners are managed and supported by our distributor manager located in Israel. 6 Gameface Gameface provides access to analytics data by building an automated AI platform to analyze and extract data from sport videos across tennis, baseball, cricket and other sport verticals. Gameface AI’s core capabilities are delivered through compatible camera or smart phone, which allows us to build scalable solutions for the sports market without relying on specific hardware or camera types. We envision Gameface as a product that will be at the heart of ‘powering’ the Connexa portfolio of brands. We also see Gameface technology as a driver of real-time data and analytics for a wide range of sports, brands and other strategic partners. Gameface initially focused its technology on the cricket and soccer markets, where it has built an automated platform to extract various data points from live and archived match footage. Since September 2021, the Gameface team has been dedicated to building its technology to deliver performance insights in tennis, which will form the core of our new Slinger app. Later in 2023, Gameface plans to revisit the cricket vertical and enhance its technology offering based on the advances made in tennis AI tools available through the combined company, which will broaden and deepen its reach across the cricket world. In 2023 and going forward, Gameface expects to dedicate resources to baseball analytics and identifying strategic partners for other team sports such as basketball and soccer. We also intend to license technology to validated global partners for direct-to-consumer applications. PlaySight PlaySight provides high quality live streaming and video-on-demand services for over 20 different sports, operating primarily in the United States and Europe. Through its market leading camera and analytics software technologies PlaySight delivers superior quality live streaming of both individual and team sports. Playsight is used by 50% of professional NBA teams as part of their training facility programs and is available across 80% of D1 college campuses, as well as, by many professional sports academies and premier club facilities. Foundation Tennis Foundation Tennis is a software-as-a-service company providing a facility management system, primarily for Tennis facilities. Foundation software offers the full spectrum of services required by facility management providing a 1-stop system to manage their overall facility as well as specifically to manage their court booking and adult / youth / junior programs and camps. Foundation software is also integrated with the Square payment platform providing facilities with their POS solution. The software is delivered through bespoke web and app platforms making Foundation unique in its ability to access facility members directly within the facility management software space. Connexa Brand Marketing With the go-to-market strategy for Slinger Bag focused on its core North American tennis and pickleball markets as a direct-to-consumer business e-commerce brand, all marketing activity and advertising media is centered around a consumer push to the Slinger Bag e-commerce platform at https://www.connexasports.com/ and then working to convert brand or product interest to purchases. Based on the target tennis and pickleball demographic, our marketing focus for the brand centers is around three core marketing pillars: digital advertising; influencers and brand ambassadors. Our marking efforts also focus on targeted social media platforms. 7 Using demographic data for tennis and pickleball and following a period of advertising testing, our digital advertising spend focused mainly towards Facebook and Google platforms. In addition to our paid marketing activities, Slinger Bag relies on the expertise of our small internal team to build out a network of ‘followers’ across various social media platforms – mainly Instagram, Facebook and LinkedIn. Today, Slinger Bag has consumers who are fans of our brand and fully engaged in generating social media content through their own means. The Slinger Bag brand ambassador team has also been integral to the overall brand marketing strategy in their support of our product by creating and sharing content, representing themselves as affiliated with the brand and through their personal appearances at events, tournaments, etc. During the fiscal year that ended on April 30, 2022, our ambassador team included: Tommy Hass, Robert Bryan, Darren Cahill, Eugenie Bouchard, Patrick Mouratoglou, Dustin Brown and the Jensen brothers. The ambassador arrangements with Tommy Haas and the Bryan Brothers and have terminated prior to the date hereof and the balance will terminate by May 25, 2023, after which we will no longer have any active tennis ambassadors. Similar prominent ambassadors are being identified for pickleball and padel and are expected to be in place over the coming months. Outside of this core marketing strategy, Slinger Bag has taken advantage of numerous opportunities to partner with key brands in the tennis and pickleball spaces or to advertise at key tennis or pickleball related events. Additionally, through our management team’s close association to the tennis industry, we have been able to provide many touring professionals with a Slinger Bag Launcher for their personal use. These arrangements were non-contractual product seeding opportunities. Players have occasionally posted on social media about their use of the Slinger Bag Launcher, including tennis player, Simona Halep. To support the Slinger Bag marketing program, we have engaged several agencies: ● Brand Nation, an influencer marketing agency based in London. Brand Nation leads our influencer programming globally. Influencers targeted are wide ranging and include leading sports, tennis, film, TV, music and blogger celebrities all known for the fact that they play tennis regularly and have a fan base in excess of 10,000 followers. All influencer activity is continually rolled back up to our social media platforms as a means of generating content, brand awareness and product interest. ● Ad Venture Media Group, a New York based PPC (pay-per-click) agency whose work is grounded in scientific analysis of consumer data and consumer trends. Ad Venture Media leads all digital advertising activities for Slinger Bag on a performance-based fee structure. ● We have partnered with Team HQS, who manages an affiliate marketing program geared towards US-based teaching professionals, players, juniors and events, in the United States tennis and pickleball markets. This target market is provided with unique affiliate marketing links and encouraged to create content and to share it on their social media accounts and in other such communities that they are connected to, in order to receive an affiliate marketing fee based on revenues generated by consumers purchasing Slinger Bag products attributable to them, via their direct link. Each of our distributor partners around the world are establishing their Slinger product distribution business as we would do if we were establishing a distribution subsidiary in each market. As such, each distributor adopts Slinger brand marketing programs while initiating new local concepts of their own. Efforts aimed at reaching the tennis player directly and ensuring that the Slinger brand message is consistent around the globe. Slinger Bag supports all of its brand distributors with full access to all of the company’s marketing partners, as well as direct contact to our internal marketing team. Our marketing budget is primarily funded by, or determined in accordance with, the distributor partner linked to the distributors purchase objectives. Each distributor executes local grassroots programs, including demonstration days, local teaching pro partnerships, specialist tennis network communications, providing Slinger product locally as necessary to local key market tennis, pickleball and padel influencers to further increase the intensity of the influencer effort. Typically, we support these activities with either discounted products or certain quantities of free products. Distributor marketing budgets are allocated to Google, Facebook, Instagram, YouTube and other relevant websites or platforms in their region, and supported, approved and /or overseen by AdVenture Media Group where applicable. Brand Endorsements We have reached agreements with several globally recognized tennis players and coaches to become brand ambassadors. Each of the following brand ambassadors is or was either a world-ranked singles or doubles tennis player or, in the case of Patrick Mouratoglou and Darren Cahill, the coach of a number of world-ranked tennis players, who has a large number of fans and supporters and is active across many aspects of tennis today. 8 Tommy Haas (former ATP #2 player and current Tournament Director at the BNP Paribas Open) has been appointed the Slinger Bag Chief Ambassador. In this role Tommy has supported Slinger in building out our global ambassador team focused on identifying ambassadors in our key global business markets of Japan, Europe, Australia, China, Brazil and India. Tommy has also been very active supporting and promoting the Slinger Bag brand across the globe with personal appearances at events we sponsor and via online training and drill videos. Robert Bryan (member of the Bryan Brothers, well-known doubles team in the tennis world) has extended his ambassador agreements through 2023 and will continue to feature prominently in our marketing activities and messaging. Eugenie Bouchard, a former top 5 Canadian WTA player with a significant social media following. Patrick Mouratoglou, a prominent tennis coach globally and coach to Serena Williams, Simona Halep and Stefanos Tsitsipas. Darren Cahill, former coach to world #1 Simona Halep, current ESPN Grand Slam tennis analyst, former coach to Andre Agassi and Lleyton Hewitt. Dustin Brown, current ATP player. Luke & Murphy Jensen (Jensen brothers), a former #1 ranked doubles team. In similar fashion we are in the process of identifying relevant ambassadors to support our Pickleball and Padel category activities. We also engaged with the following organizations to promote our Slinger brand and products. Peter Burwash International (“PBI”), a United States-based, highly respected, global tennis services company set up by Peter Burwash some 35 years ago. PBI provides tennis programs and other tennis services to over 28 of the global luxury resorts. Slinger Launchers will be available to use at each resort and the PBI team will be actively promoting the Slinger brand as part of our affiliate marketing activity. Functional Tennis, an Ireland based social media tennis blog site with in excess of 250,000 followers. We are engaged with Functional Tennis in a variety of ways and are the presenting sponsor of its weekly tennis podcast. The Dink – a leading Pickleball platform with 250,000 active pickleball players on their database. Strategic Brand Partnerships Slinger Bag believes that building strong strategic partnerships across the sport of tennis underpins the credibility and awareness of the Slinger Bag brand. As such, we currently have several strategic partnerships across tennis. We believe these partnerships provide us significant levels of brand exposure and credibility driving mutually beneficial marketing campaigns aimed at reaching avid tennis players globally. Details of such partners announced and active today include: ● Dunlop: We have entered a strategic partnership with one of the most iconic tennis brands in the world, Dunlop, for the supply of co-branded Slinger-Dunlop tennis balls across the globe. 9 ● Peter Burwash International: An organization providing coaching and tennis services to high-level, high-quality hotels, resorts and tennis facilities across the globe. ● Mouratoglou Tennis Academy (MTA): A high profile tennis academy located in the south of France. Slinger Bag is the official ball launcher of the MTA. ● Tennis Europe: In partnership with Dunlop, Slinger Bag is the official tennis ball launcher of Tennis Europe. Tennis Europe provides a platform for aspiring junior tennis players to compete in age-group categorized events. ● Country Federations: Slinger Bag is an official partner of the UK Lawn Tennis Association (“LTA”). In similar vein, we are looking to deliver partnerships for the co-branded supply of Pickle Balls and Padel tennis Balls. Competition Slinger Bag Launcher There are currently no direct competitors with products that are similar to the Slinger Bag Launcher, based on its affordability and tennis bag functionality. There are, however, other companies that market traditional tennis ball machines, including the following brands: ● Spinshot ● Lobster Sports ● Spinfire ● MatchMate ● Sports Tutor ● Silent Partner ● Hydrogen Proton ● Playmate Gameface There are currently no competitors for our cricket and tennis analytics product that are similar to the cricket technique analysis app under development or the Slinger app in beta testing, based on functionality and affordability. There are, however, other companies that offer analytics using AI across different sports and at different levels, including Track160 (football), Second Spectrum (basketball), Hawk Eye (tennis/football/cricket), Swingvision (tennis), Home Court (basketball), and Golf Boost Ai (golf). Foundation Tennis There are a wide number of local, regional and global competitors in the facility / court booking software space. The largest is Playtomic (Spain). Other competitors include Playbypoint, Court Reserve, Skedda, Planyo and others. 10 Intellectual Property We have applied for international design and utility patent protection for our main three products: Slinger Launcher, Slinger Oscillator and Slinger Telescopic Ball Tube. Our utility patents have been applied for in all key markets including the US, China, Israel, Canada, Japan, Hong Kong, Australia, and EU, and granted in US and China. Our design patents have been applied for and granted in US, China, EU, United Kingdom, Canada, Israel, and Japan. Trademark protection has been applied for and/or received in the following countries: ● US ● Chile ● Mexico ● EU ● Russia ● Poland ● Czech Republic ● Australia ● New Zealand ● China ● South Korea ● Vietnam ● Singapore ● Canada ● United Arab Emirates* ● South Africa* ● Columbia* ● Israel* ● Japan* ● Switzerland* ● Indonesia* ● Malaysia* ● Thailand* ● Turkey* ● Argentina ● Brazil *Trademark protection is pending. We are engaged in ongoing efforts to register more trademarks across an expanding list of products, services and applications, which are in various stages of the registration process. We own the rights to its www.connexasports.com/ domain and other associated and derivative domains. Gameface Gameface is currently working to prepare patent applications, which are expected to include the United States, EU, China, Japan, India and Australia. PlaySight Gameface have 12 issued patents primarily focused on Israel and USA markets Foundation Tennis Foundation Tennis does not have any propriety software and, as such, has not applied for any patents or trademarks and does not own any intellectual property rights. Seasonal Business The Connexa group of companies expects to experience minor fluctuations in aggregate sales volume during the year. We expect revenues in the first and fourth fiscal quarters to typically exceed those in the second and third fiscal quarters. However, the mix of product sales across our group may vary considerably from time to time as a result of changes in seasonal and geographic demand for tennis and other sports equipment and in connection with the timing of significant sporting events, such as any Grand Slam tennis tournament and, over time, other sports competitions and in relation to new product market launches. 11 Costs and Effects of Complying with Environmental Regulations Set forth below is a detailed chart of all our Product Certifications for key global markets covering battery, remote control (radio wave), and power charger. In addition, within the United States, we comply with the required California 65 regulations in respect to the materials used in the construction of its trolley bag. Government Regulation Both the Slinger Bag Launcher and the Slinger Oscillator meet all the United States government requirements for electrical, radio wave and battery standards, as well as having all necessary and required certifications to facilitate global marketing and sales of these products. 12 Research and Development Slinger Bag Slinger Bag is working with our vendor management partner, Stride Innovation, and our China based vendors to produce ball launchers for new market segments, such as Pickleball, Padel and Baseball/Softball. These efforts are collaborative and based on a detailed product brief and in-depth market and consumer research for each product category. The development timetable of the Slinger Bag Launcher for the new market segments from concept to market launch is 18 months and includes at least 2 rounds or in-market field testing. We are currently field testing our new our Baseball / Softball launchers, which are expected to be introduced to the market in 2024. We plan to introduce similar transportable, versatile and affordable ball launchers for cricket and other ball sports over the course of the next three years. In regard to development of our pending performance and analytics app, we have identified a combination of internal project leadership and the development team of Gameface to create Tennis specific analysis code for the app. We also contracted a focused design agency to build the road map for the user experience based on the technology being developed. Gameface Gameface is involved in additional research and development of building methods to extract data reliably and more accurately from videos. A large part of our research also includes identifying and associating extracted data points of athlete performance. Gameface is currently field testing its new data visualization techniques to represent data in tennis, cricket and football, which are expected to be introduced late in 2023 or early 2024. PlaySight PlaySight is primarily a B2B business today. Current R&D efforts are now focused on how to better deploy its technology to tennis consumers directly through mobile / handheld devices. Foundation Tennis Foundation Tennis is focused on re-engineering its software for mass scale deployment. 13 Quality Control Quality control is a critical function within our company. As a relatively new brand in the market, our business enterprise success will in part dependent on the quality and consistency of our products. Slinger Bag has engaged Stride-Innovation, a company with in-depth experience working with ball sport companies such as ours and knowledge, resources and experience in working with Chinese vendors of sports equipment. In partnership, together, we have created and documented quality guidelines, testing procedures and warranty processes. We have implemented an agreed quality audit process for all product parts being received and used by our product assembly vendor. All products go through a rigorous, statistically validated quality control testing approval process before being confirmed as available to be released for shipment to one of our distribution centers or to any of our distribution partners. We offer a limited warranty with all purchases in accordance with local market statutory regulations. This limited warranty can be further extended by the purchaser registering his/her unique product serial number at our website. Vendors Slinger Bag works only with and through third-party suppliers. Slinger Bag has a formal supply of service agreement in place with our vendor management partner, Stride-Innovation, for a wide range of support and services. We have a written agreement in place with our main vendor partner, Xiamen Ruicheng Industrial Design Co., Ltd. Stride-Innovation quality control teams regularly visit our vendor facilities and monitor production, employee conditions and welfare, and undertake quality control testing. We do not utilize or condone the use of child labor of any kind in the production of our products. Employees As at the date of this report, we have 8 full-time employees spread across Israel, USA, Australia, India and the UK. Management believes its relations with employees is good. We also hire part-time employees and engage consultants to support our operations as needed. Facilities Our principal office is located at 2709 N. Rolling Road, Suite 138, Windsor Mill, Maryland 21244. We entered into a lease for use of office space at this location effective September 1, 2019. This location is owned by Zeek Logistics, which is a company owned by Yonah Kalfa, who is a director, Chief Innovation Officer, and our largest shareholder. We do not pay any rent or fee to use this location. 14 COVID-19 Supply Issues Slinger Bag is a business fully reliant on China based vendors for manufacture of its product. Throughout the course of 2022 the flow of production was occasionally affected as the China government implemented regional lockdowns. As a company in the late part of 2021 we had anticipated potential issues and made a conscious decision to over produce product to store at our warehouse locations to mitigate any enforced production shutdowns. Over the course of 2022 and through the date of this report we have not experienced any significant supply chain issues in the availability of our product. Gameface, PlaySight and Foundation are primarily software based companies. As a result of the nature of their business, in the time that that we owned these companies we have not seen any material impact on their business of any Covid related issues. Ukraine War The impact of the Ukraine ware has been limited on the Company with the direct impact being seen through those distributors bordering the war zone who have seen a significant decline in demand. PlaySight is at risk of significant impact in regards to the war. The operate a Tier 1 and Tier 2 customer service operations and also employ a significant number of software consultants – all based inside Ukraine. During the period that PlaySight was under Connexa ownership there had not been any direct impact on the business. Gameface – no direct impact seen on this business to date. Foundation – no direct impact seen on this business to date. Going Concern Our financial statements have been prepared on a going concern basis, which assumes we will be able to realize our assets and discharge its liabilities in the normal course of business for the foreseeable future. We have an accumulated deficit and more losses are anticipated in the ongoing development of the business. Accordingly, there is substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. The ability to continue as a going concern is dependent upon us generating profitable operations in the future and/or being able to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from related parties, and/or private placement of debt and/or common stock. There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force us to curtail substantially or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on our existing stockholders. In the Company’s fiscal quarter ended January 31, 2023, the Company divested PlaySight and 75% of its interest in Foundation Sports as the required monthly cash burn became increasingly difficult to manage as inflation rose and the cost of manufacturing the Company’s non-technological products grew. As a result, the Company sold PlaySight back to its original owners of in November 2022, and the Company sold most (75%) of Foundation Tennis back to their original owners, with an option to purchase any remaining interests. The Company believes these divestitures will bring about greater cash flow and result in a reduction in net loss from operations. We intend to overcome the circumstances that impact its ability to remain a going concern through a combination of the commencement of revenues, with interim cash flow deficiencies being addressed through additional equity and debt financing. We anticipate raising additional funds through public or private financing, strategic relationships or other arrangements in the near future to support its business operations; however, we may not have commitments from third parties for a sufficient amount of additional capital. We cannot be certain that any such financing will be available on acceptable terms, or at all, and its failure to raise capital when needed could limit its ability to continue its operations. Our ability to obtain additional funding will determine its ability to continue as a going concern. Failure to secure additional financing in a timely manner and on favorable terms would have a material adverse effect on our financial performance, results of operations and stock price and require it to curtail or cease operations, sell off its assets, seek protection from its creditors through bankruptcy proceedings, or otherwise. Furthermore, additional equity financing may be dilutive to the holders of shares of our common stock, and debt financing, if available, may involve restrictive covenants, and strategic relationships, if necessary, to raise additional funds, and may require that we relinquish valuable rights.