What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-09-14 compared with 2023-05-17 · 634 added, 1115 removed, 870 unchanged (67% of the section changed)

5 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID 5968 ) in respect of the fiscal year ended April 30, 2023

Report of Independent Registered Public Accounting Firm (PCAOB ID 6258 ) in respect of the fiscal year ended April 30, 2021

Consolidated Balance Sheets as of April 30, 2023 and 2022

7 unchanged sentences

on the Financial Statements

have audited the accompanying consolidated balance sheets of Connexa Sports Technologies Inc (the ‘Company’) as of December

have audited the accompanying consolidated balance sheets of Connexa Sports Technologies Inc (the ‘Company’) as of April

30, 2023, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash

5 unchanged sentences

in Note 2, the Company suffered an accumulated deficit of $(151,750,610), net loss of $(71,153,685) and a negative working capital of $(18,775,991).

These matters raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans with

regards to these matters are also described in Note 2 to the financial statements.

These financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

These matters

raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans with regards to these

matters are also described in Note 2 to the financial statements.

These financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

28 unchanged sentences

separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

the year ended April 30, 2022, the company recognized Goodwill, Trade Name, Customers Relationship and Internally Generated Intangible

assets on the subsidiary PlaySight Interactive Ltd.

(“PlaySight”) through a merger that was effectuated in the February 2022

As disclosed in Note 5.

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 became a wholly owned subsidiary of Connexa Sports Technologies and recognized

goodwill and other intangible assets on the acquisition.

In determination of the cost of the intangible assets, the method and rate of

the amortization;

the management used significant judgement and estimate.

primary procedures we performed include.

reviewed and challenged the reasonableness of key management assumptions used for the estimate.

reviewed the report of the independent valuation firm that perform the valuation of the intangible assets.

assessed the suitability of the method used by the expert in valuation of the assets.

performed data integrity check including accuracy of sample journal entries by checking them to approved supporting documents.

Related to Business Combination

discussed in Note 1 to the consolidated financial statements, the company consummated several business combinations during the year ended

April 30, 2022, including Flixsense Pty, Ltd.

(“Gameface”) and PlaySight Interactive Ltd.

(“PlaySight”)

identified the Audit of valuation related to those business combinations as a critical audit matter because of the significant estimates

and assumptions management used.

Performing audit procedures to evaluate the reasonableness of these estimates and assumptions required

a high degree of auditors judgement and an increase extent of efforts.

primary procedures we performed includes.

evaluated the reasonableness of the valuation methodology and discount rate by testing the source information underlying the discount

rate and mathematical accuracy of the calculation and developing range of independent estimates and comparing those to the discount rate

used by the management.

obtained an understanding and evaluated the reasonableness of management process for developing the discounted cashflow.

the reasonableness of management significant assumptions used in developing such discounted cashflow such as future projection of revenue

growth and profitability and estimating the working capital needs by testing the data used by management in its analysis to compare to

historical data.

Complex Debt and Equity Transaction on disposal of

As disclosed in Note 16, on November 27, 2022, the

company disposed of one of its subsidiaries, and the Company entered into debt and/or equity transactions and agreements that contained

terms and provisions that were uncommon in practice.

Due to the unusual nature of the agreements, ensuring the accounting for the transactions

was challenging, subjective, and required complex auditor judgment, including detailed analysis and interpretation of accounting standards.

In order to audit these significant unusual transactions,

we reviewed the Company analysis and had to perform a significant amount of research in order to gain comfort in the accounting for each.

OYEBOLA & CO.

have served as the Company’s auditor since 2023.

of Independent Registered Public Accounting Firm

of Directors and Shareholders

SPORTS TECHNOLOGIES, INC.

(formally known as Slinger Bag Inc.)

on the Financial Statements

have audited the accompanying consolidated balance sheet of Connexa Sports Technologies Inc.

(formally known as Slinger Bag Inc.) as

of April 30, 2021, and the related consolidated statement of operations and comprehensive loss, shareholders’ deficit, and cash

flows for the year in the period ended April 30, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of Connexa Sports Technologies

(formally known as Slinger Bag Inc.) as of April 30, 2021, and the results of its operations and its cash flows for the year in

the period ended April 30, 2021, in conformity with accounting principles generally accepted in the United States of America.

accompanying financial statements have been prepared assuming that the entity will continue as a going concern.

As discussed in Note

2 to the financial statements, the entity has suffered recurring losses from operations and has a net capital deficiency that raise substantial

doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 2.

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the entity’s management.

Our responsibility is to express an opinion on these financial

statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (“PCAOB”) and are required to be independent with respect to Connexa Sports Technologies Inc.

(formally known as Slinger

Bag Inc.) in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange

Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Sports Technologies Inc.

(formally known as Slinger Bag Inc.) is not required to have, nor were we engaged to perform, an audit of its

internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over

financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

company developed, and now sells, a tennis ball launcher that is built into a bag (the “Slinger Launcher”).

The Company utilizes

manufacturing companies who deliver its Slinger Launchers to third party warehouses around the world to enable the Company to distribute

its product internationally.

As discussed in Note 3 of the consolidated financial statements the Company values their inventory at the

lower of cost (determined principally on a first-in first-out basis) or net realizable value.

Due to the numerous warehouse locations,

inventory in transit, and the multiple components that go into the Slinger Launcher auditing the inventory balance was challenging and

required complex auditor judgment.

order to audit the Company’s inventory balance, we sent confirmations to third party warehouses after they completed their internal

inventory counts, reconciled and verified all inventory in transit amounts by reviewing third party support and shipping records, and

we ensured all values assigned to components and completed Slinger Launchers was accurate by reviewing source documents and invoices

from third party manufacturers.

Debt and Equity Transactions

the year under audit the Company entered into multiple debt and/or equity transactions and agreements that contained terms and provisions

that were uncommon in practice.

Due to the unusual nature of the agreements, ensuring the accounting for the transactions were challenging,

subjective, and required complex auditor judgment, including detailed analysis and interpretation of accounting standards.

order to audit these significant unusual transactions, we reviewed Company analysis and had to perform a significant amount of research

in order to gain comfort in the accounting for each.

Mac Accounting Group, LLP

have served as the Company’s auditor since 2019.

CONNEXA SPORTS TECHNOLOGIES

CONSOLIDATED BALANCE SHEETS

BALANCE SHEETS (IN US$)

30, 2023 AND2022

APRIL 30, 2023

APRIL 30, 2022

Current Assets:

Cash and cash equivalents

Restricted cash

Accounts receivable, net

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Prepaid inventory

Operating lease right-of-use asset, current portion

Contract assets

Prepaid expenses and other current assets

Current assets of discontinued operations

Total Current Assets

Fixed assets, net

Contract assets, net of current portion

Finished products used in operations, net

Intangible assets, net

Non-Current Assets:

Note receivable - former subsidiary

Fixed assets, net of depreciation

Intangible assets, net of amortization

Non-current assets of discontinued operations

Total Non-Current Assets

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

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Accrued expenses

Related party purchase obligation

Contract liabilities

Related party purchase obligation payable

Operating lease liability, current portion

Accrued interest

Accrued interest - related party

Notes payable, net

Notes payable - related party, net

Convertible notes payable, net

Accrued interest

Current portion of notes payable, net of discount

Current portion of convertible notes payable, net of discount

Derivative liabilities

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Other current liabilities

Current liabilities of discontinued operations

Total Current Liabilities

Contract liabilities, net of current portion

Long-term portion of notes payable - related party, net

Notes payable, net

Long-Term Liabilities:

Notes payable related parties, net of current portion

Non-current liabilities of discontinued operations

Total Long-Term Liabilities

Total Liabilities

Commitments and contingencies (Note 15)

Commitments and contingency

SHAREHOLDERS’ EQUITY (DEFICIT)

Common stock - $ .001 par value, 300,000,000 shares authorized, 4,194,836 and 2,764,282 shares issued and outstanding as of April 30, 2022 and 2021, respectively;

412,232 and 692,130 shares issuable as of April 30, 2022 and 2021

Common stock, par value, $ 0.001 , 300,000,000 shares authorized, 13,543,155 and 4,194,836 shares

issued and outstanding as of April 30, 2023 and 2022, respectively

Additional paid in capital

Accumulated other comprehensive income/(loss)

Accumulated deficit

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( 80,596,925 )

Total shareholders’ equity (deficit)

Accumulated other comprehensive income (loss)

Total Stockholders’ Equity (Deficit)

( 18,613,761 )

Total liabilities and shareholders’ equity (deficit)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

accompanying notes are an integral part of these financial statements.

SPORTS TECHNOLOGIES, INC

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Years Ended April 30,

STATEMENTS OF OPERATIONS (IN US$)

ENDED APRIL 30, 2023 AND 2022

COST OF SALES

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Research and development costs

Impairment loss

Transaction costs

Total Operating Expenses

Loss from operations

OPERATING LOSS

( 21,958,775 )

( 46,708,035 )

Other expense (income):

NON-OPERATING INCOME (EXPENSE)

Amortization of debt discounts

( 4,095,030 )

( 8,150,284 )

Loss on extinguishment of debt

Loss on issuance of convertible notes

Gain on change in fair value of derivatives

( 7,096,730 )

Loss on issuance of convertible notes

( 5,889,369 )

Gain on change in fair value of contingent consideration

Change in fair value of derivative liability

Derivative expense

( 8,995,962 )

Interest expense

( 1,920,183 )

Interest expense - related party

Interest expense, net

Total other (income) expense

Loss before income taxes

Interest expense

Total Non-Operating Income (Expenses)

( 3,319,050 )

NET LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME

( 25,277,825 )

( 46,525,975 )

DISCONTINUED OPERATIONS

Loss from discontinued operations

( 4,461,968 )

( 5,247,677 )

Loss on disposal of subsidiaries

( 41,413,892 )

LOSS FROM DISCONTINUED OPERATIONS

( 45,875,860 )

( 5,247,677 )

NET LOSS FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES

( 71,153,685 )

( 51,773,652 )

Provision for income taxes

1 unchanged sentence

$ ( 51,773,652 )

Other comprehensive gain (loss), net of tax

Foreign currency translation adjustments

Total other comprehensive gain (loss), net of tax

Comprehensive loss

Other comprehensive income (loss)

Foreign currency translations adjustment

Comprehensive income (loss)

$ ( 71,066,135 )

$ ( 51,698,520 )

Net income (loss) per share - basic and diluted

Continuing operations

Discontinued operations

Net loss per share - basic and diluted

Weight average number of common shares outstanding, basic and diluted

accompanying notes to consolidated financial statements

Weighted average common shares outstanding - basic and diluted

accompanying notes are an integral part of these financial statements.

SPORTS TECHNOLOGIES, INC

STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

Income/(loss)

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) (IN US$)

THE YEARS ENDED APRIL 30, 2023 AND 2022

Comprehensive

Income (Loss)

Balance, April 30, 2020

Balance - May 1, 2021

$ ( 28,823,273 )

$ ( 18,450,744 )

Shares issued related to note payable

Warrants issued related to notes payable - related party

Shares issued in connection with conversion of notes payable

Shares issued for conversion of convertible debt

Shares issued in connection with purchase of trademark

Warrants issued in connection with purchase of trademark

Shares issued in connection with services

Stock issued for:

Conversion of notes payable - related parties

Conversion of shares issuanble (liability)

Conversion of warrants

Share-based compensation

Foreign currency translation

Elimination of related party derivative liability

Shares issuable in connection with Gameface acquisition

Shares issuable in connection with PlaySight acquisition

Change in comprehensive income (loss)

Net loss for the period

( 51,773,652 )

3 unchanged sentences

$ ( 80,596,925 )

Balance - May 1, 2022

$ 113,049,700

$ ( 80,596,925 )

Shares issued for conversion of notes payable - related party

Elimination of related party derivative liabilities

Shares issued for conversion of common shares issuable

Shares issued in connection with Foundation acquisition

Shares issued for conversion of warrants

Shares and warrants issued in connection with services

Shares issuable in connection with Gameface acquisition

Shares issuable in connection with PlaySight acquisition

Shares issuable in connection with acquisition

Stock issued for:

Conversion of notes payable

Cashless exercise of warrants

Fractional share issuance

Share-based compensation

Foreign currency translation

Change in comprehensive income

Change in comprehensive income (loss)

Net loss for the period

( 71,153,685 )

4 unchanged sentences

$ ( 18,613,761 )

$ ( 80,596,925 )

accompanying notes to consolidated financial statements

accompanying notes are an integral part of these financial statements.

SPORTS TECHNOLOGIES, INC

STATEMENTS OF CASH FLOWS

For the Years Ended April 30,

Cash flows from operating activities:

STATEMENTS OF CASH FLOWS (IN US$)

ENDED APRIL 30, 2023 AND 2022

CASH FLOW FROM OPERTING ACTIVIITES

$ ( 71,153,685 )

1 unchanged sentence

Adjustments to reconcile net loss to net cash used in operating activities

Depreciation and amortization expense

Gain on change in fair value of derivatives

Depreciation, amortization and impairment expense

Change in fair value of derivartive liability

( 10,950,017 )

( 18,557,184 )

Shares and warrants issued in connection with services

Shares and warrants issued for services

Share-based compensation

Loss on extinguishment of debt

Gain on change in fair value of contingent consideration

Loss on disposal

Change in fair value of contingent consideration

( 4,847,000 )

Non-cash interest expense

Loss on extinguishment of debt

Amortization of debt discounts

Derivative expense

Non-cash transaction costs

Impairment loss

Amortization of debt discount

Loss on issuance of convertible notes

Changes in operating assets and liabilities:

Accounts receivable, net

Inventories, net

Loss on conversion of convertible notes

Changes in assets and liabilities, net of acquired amounts

Accounts receivable

( 1,368,643 )

1 unchanged sentence

Prepaid inventory

Contract assets

Operating lease right of use asset

Prepaid expenses and other current assets

Accounts payable

Accrued expenses

Accounts payable and accrued expenses

Contract liabilities

Operating lease liability, current portion

Related party purchase obligation - Gameface

Other current liabilities

( 2,978,265 )

Accrued interest, net

Accrued interest - related party

Accrued interest

Accrued interest - related parties

Total adjustments

Net cash used in operating activities of continuing operations

( 10,827,358 )

( 17,518,174 )

Net cash provided by operating activities of discontinued operations

Net cash used in operating activities

2 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of trademark

Cash acquired as part of Gameface acquisition

Cash acquired as part of PlaySight acquisition

Cash acquired from acquisition

Note receivable issuance

( 2,250,000 )

Net cash used in investing activities of continuing operations

( 2,124,341 )

Net cash provided by operating activities of discontinued operations

Net cash used in investing activities

( 1,618,341 )

Cash flows from financing activities:

Proceeds from notes - related party

Proceeds from note payable

Repayments of notes – related party

CASH FLOWS FROM FINANCING ACTIVITES

Proceeds from issuance of common stock for cash

Debt issuance costs on convertible notes payable and other financing activities

Proceeds from notes payable

Proceeds from related party notes payable

Proceeds from convertible notes payable

Payments of notes payable - related parties

Payments of notes payable

( 4,377,537 )

Proceeds from convertible notes

Debt issuance costs from convertible notes

Repayment of note payable

( 3,965,463 )

1 unchanged sentence

Effect of exchange rate fluctuations on cash and cash equivalents

Increase in cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Balances included in the consolidated balance sheets:

Cash and cash equivalents

Restricted cash

Cash, cash equivalents and restricted cash at end of year

Supplemental disclosure of cash flow information:

Interest paid

Income taxes paid

Supplemental disclosure of non-cash investing and financing activities:

Transfer of convertible note payable to note payable

Transfer of notes payable to notes payable – related party

Shares and warrants issued in connection with purchase of trademark

Conversion of notes payable and accrued interest into common stock

Warrants and shares issued with note payable

Shares issued for conversion of notes payable – related party

Shares issued in connection with Foundation acquisition

Shares issuable in connection with Gameface acquisition

Shares issuable in connection with PlaySight acquisition

Shares issuable in connection with acquisition

NET DECREASE IN CASH AND RESTRICTED CASH

CASH AND RESTRICTED CASH - BEGINNING OF PERIOD

CASH AND RESTRICTED CASH - END OF PERIOD

CASH PAID DURING THE PERIOD FOR:

Interest expense

SUPPLEMENTAL INFORMATION - NON-CASH INVESTING AND FINANCING ACTIVITIES:

Shares issued in connection with acquisition

Conversion of convertible notes payable and accrued interest to common stock

Shares issued for contingent consideration

Elimination of related party derivative liabilities

Derivative liabilities recorded as debt discounts of convertible notes

accompanying notes to consolidated financial statements

Derivative liability recorded for shares and warrants issued in private placement

Note receivable issued in sale of PlaySight

accompanying notes are an integral part of these financial statements.

SPORTS TECHNOLOGIES INC.

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details on the sale of PlaySight.

April 2022, the Company changed its domicile from Nevada to Delaware.

May 16, 2022, the Company changed its domicile from Nevada to Delaware.

On April 7, 2022, the Company effected a name change to Connexa

1 unchanged sentence

We also changed our ticker symbol, “CNXA”.

Connexa is now the holding company under which Slinger

Bag, PlaySight, Gameface and Foundation Sports reside.

operations of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK, SBL, Foundation Sports and Gameface are collectively

referred to as the “Company.”

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

to as the “Company.”

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

6 unchanged sentences

of its common stock on the Nasdaq Capital Market.

The Company operates in the sport equipment and technology

The Company is the owner of the Slinger Launcher, which is a portable tennis ball launcher as well as other associated tennis

accessories and Gameface AI an Australian artificial intelligence sports software company.

further details on PlaySight and Foundation Sports we refer you to our Annual Report on Form 10-K for the year ended April 30, 2022,

filed with the Securities and Exchange Commission on May 17, 2023.

This Form 10-K and the consolidated financial statements will concentrate

on our existing business as reflected in the following paragraph.

Company operates in the sport equipment and technology business.

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

tennis ball launcher as well as other associated tennis accessories and Gameface AI an Australian artificial intelligence sports software

of Presentation

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

in the United States of America (“GAAP”).

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

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

PlaySight, Foundation Sports, and Gameface for the years ended April, 30 2022 and 2021.

SPORTS TECHNOLOGIES INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

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

accepted in the United States of America (“GAAP”).

As a result of the transactions described above, the accompanying consolidated financial statements include the combined results of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger

Bag UK, SBL, and Gameface for the years ended April 30, 2023 and 2022.

The operations of Foundation Sports and PlaySight are included

as discontinued operations in our statements of operations as these entities were sold in November 2022 and December 2022 as disclosed

Company reports Gameface on a one-month calendar lag allowing for the timely preparation of financial statements.

1 unchanged sentence

fiscal year end periods as of December 31.

For the period ended April 30, 2022, the Company reported both Gameface as of the first quarter

ended March 31, 2022.

As the Company acquired Gameface on February 2, 2022, only the financial data from the acquisition date through

March 31, 2022 are included in the Company’s consolidated financial statements.

This one-month reporting lag is with the exception

of significant transactions or events that occur during the intervening period.

The Company did not identify any significant transactions

during the one month ended April 30, 2022 at Gameface that would need to be disclosed as not included within the Company’s consolidated

financial statements.

This one-month reporting lag is with the exception of significant transactions or events that

occur during the intervening period.

The Company did not identify any significant transactions during the one month ended April 30, 2023

at Gameface that would need to be disclosed as not included within the Company’s consolidated financial statements.

of COVID-19 Pandemic

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parties, and/or private placement of debt and/or common stock.

In respect to additional financing, refer to Note 9, Note 10, Note 11,

In the event that the Company is unable to successfully raise capital and/or generate revenues, the Company will likely

reduce general and administrative expenses, and cease or delay its development plan until it is able to obtain sufficient financing.

The Company has begun reducing operating expenses and cash outflows by discontinuing operations of PlaySight, as well as selling 75 %

of Foundation Sports.

In the event that the Company is unable to successfully raise capital

and/or generate revenues, the Company will likely reduce general and administrative expenses, and cease or delay its development plan

until it is able to obtain sufficient financing.

The Company has begun reducing operating expenses and cash outflows by selling PlaySight,

as well as selling 75 % of Foundation Sports in November and December 2022, respectively to the former shareholders of those companies.

There can be no assurance that additional funds will be available on terms acceptable to the Company, or at all.

We have recorded the

25 % investment in Foundation Sprots at $ 0 .

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

5 unchanged sentences

the current year presentation and had no effect on the Company’s balance sheet, net loss, shareholders’ deficit or cash flows.

SPORTS TECHNOLOGIES INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

and Cash Equivalents

2 unchanged sentences

cash and cash equivalents.

As of April 30, 2022, the Company had $ 156,724 in restricted cash from PlaySight.

Company’s accounts receivable are non-interest bearing trade receivables resulting from the sale of products and payable over terms

2 unchanged sentences

Once all collection efforts have been exhausted, the Company charges-off the receivable with the allowance for doubtful accounts.

Company recorded $ 175,000 in allowance for doubtful accounts for the year ended April 30, 2022.

The Company did no t record an allowance

for doubtful accounts for the year ended April 30, 2021.

Company recorded $ 209,690 and $ 175,000 in allowance for doubtful accounts for the years ended April 30, 2023 and 2022.

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

3 unchanged sentences

The Company’s inventory

for the years ended April 30, 2022 and 2021 consisted of the following:

SUMMARY OF INVENTORY

as of April 30, 2023 and April 30, 2022 consisted of the following:

SCHEDULE OF INVENTORY

April 30, 2023

April 30, 2022

Finished Goods

27 unchanged sentences

uncertainties.

SPORTS TECHNOLOGIES INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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assumed, with the corresponding offset to goodwill.

The Company elected to apply pushdown accounting to all entities acquired during

the year ended April 30, 2022.

SPORTS TECHNOLOGIES INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

The Company elected to apply pushdown accounting to all entities acquired.

Additionally,

21 unchanged sentences

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

Company’s contingent consideration in connection with the acquisition of Gameface and PlaySight were calculated using Level 3 inputs.

The fair value of contingent consideration as of April 30, 2022 was $ 1,334,000 .

Company’s contingent consideration in connection with the acquisition of Gameface was calculated using Level 3 inputs.

value of contingent consideration as of April 30, 2023 and 2022 was $ 418,455 and $ 1,334,000 , respectively.

Company estimates the fair value of its intangible assets using Level 3 assumptions, primarily based on the income approach utilizing

2 unchanged sentences

option pricing model and consisted of the following ending balances and gain amounts as of and for the year ended April 30, 2023:

SUMMARY OF DERIVATIVE LIABILITIES

SCHEDULE OF DERIVATIVE LIABILITIES

April 30, 2023

(Gain) loss for year

(Gain) loss for the year

Note derivative is related to

1 unchanged sentence

ended April 30, 2023

4/11/21 conversion of 12/24/20 note payable

$ ( 168,301 )

4/15/21 note payable

4/11/21 profit guaranty

8/6/21 convertible notes

( 2,611,410 )

5/26/21 conversion of notes payable – related party

6/17/22 underwriter warrants

Other derivative liabilities eliminated in uplist

( 1,604,413 )

8/6/21 convertible notes

9/30/22 warrants issued with common stock

( 6,170,728 )

1/6/2023 warrants issued with note payable

$ ( 10,950,017 )

Black-Scholes option pricing model assumptions for the derivative liabilities during the year ended April 30, 2022 and 2021 consisted

of the following:

SUMMARY OF WARRANTS GRANTED VALUATION USING BLACK-SCHOLES PRICING METHOD

Company also recognized derivative expense of $ 7,280,405 at inception on the warrants issued in connection with a funding on September

30, 2022 and $ 1,715,557 at inception on the warrants issued in connection with a funding on January 6, 2023.

The Black-Scholes option

pricing model assumptions for the derivative liabilities during the years ended April 30, 2023 and 2022 consisted of the following:

OF DERIVATIVE AND WARRANTS GRANTED VALUATION USING BLACK-SCHOLES PRICING METHOD

Year Ended April 30, 2023

Year Ended April 30, 2022

Expected life in years

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to Note 10 and Note 11 for more information regarding the derivative instruments.

SPORTS TECHNOLOGIES INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

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

8 unchanged sentences

assets relate to the “Slinger” technology trademark, which the Company purchased on November 10, 2020.

The trademark is amortized

over its expected life of 20 years.

Amortization expense for the year ended April 30, 2022 and 2021 was $296,350 and $ 2,730 , respectively.

The Company also acquired intangible assets as a part of the Gameface acquisition.

These intangible assets include tradenames, internally

developed software, and customer relationships.

The acquired intangible assets are amortized based on the estimated present value of

cash flows of each class of intangible assets in order to determine their economic useful life.

The acquired tradenames, internally developed

software, and customer relationships are amortized over their expected economic useful lives of 20 , 5 , and 15 , years respectively.

expense for the acquired tradenames, internally developed software, and customer relationships for the year ended April 30, 2022 was

$ 956 , $ 9,499 , and $ 33,749 , respectively.

The Company also acquired

intangible assets as a part of the Gameface acquisition.

These intangible assets include tradenames, internally developed software, and

customer relationships.

The acquired intangible assets are amortized based on the estimated present value of cash flows of each class

of intangible assets in order to determine their economic useful life.

All intangible assets acquired with the PlaySight transaction

are included in discontinued operations.

Refer to Note 6 for more information.

10 unchanged sentences

market value or discounted expected cash flows of those assets and is recorded in the period in which the determination is made.

Company performed this assessment in April 2022, and determined that the long-lived assets related to Foundation Sports were fully impaired

as of April 30, 2022, resulting in an impairment loss of $ 1,056,599 .

There was no impairment of long-lived assets identified during the

year ended April 30, 2021.

was impairment of long-lived assets identified during the year ended April 30, 2023 and 2022 in our continuing operations.

Refer to Note

6 for more information.

Company accounts for goodwill in accordance with ASC 350, Intangibles - Goodwill and Other (“ASC 350”).

13 unchanged sentences

will not record an impairment charge.

Company determined in April 2022 that the fair value of the reporting unit was less than the carrying value of the net assets assigned

to the reporting unit and therefore goodwill was fully impaired for Foundation Sports at April 30, 2022, resulting in an impairment loss

of $ 2,430,000 .

There was no impairment of goodwill as of April 30, 2021.

SPORTS TECHNOLOGIES INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

Company impaired the remaining $ 6,781,193 of goodwill as of April 30, 2023.

Company accounts for share-based compensation in accordance with ASC 718, Compensation-Stock Compensation (ASC 718).

9 unchanged sentences

Warrants granted in connection with ongoing arrangements are more fully described in Note 11 and Note 14.

warrants granted during the year ended April 30, 2022 and 2021 were valued using a Black-Scholes option pricing model on the date of

warrants granted during the years ended April 30, 2023 and 2022 were valued using a Black-Scholes option pricing model on the date of

grant using the following assumptions:

SUMMARY OF WARRANTS GRANTED VALUATION USING BLACK-SCHOLES PRICING METHOD

SCHEDULE OF WARRANTS GRANTED VALUATION USING BLACK-SCHOLES PRICING

April 30, 2023

April 30, 2022

Expected life in years

Stock price volatility

148 % - 280 %

Risk free interest rate

19 unchanged sentences

outstanding during the period.

Company had 538,947 and 692,130 common shares issuable as of April 30, 2022 and 2021, respectively, (see Note 9 and Note 10) which were

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

The Company also had outstanding notes payable

convertible into 10,327,778 shares of common stock as of April 30, 2022.

No notes payable were convertible into common stock during the

year ended April 30, 2021 (see Note 10), outstanding warrants exercisable into 3,881,364 and 2,450,311 shares of common stock as of April

30, 2022 and 2021, respectively, and 838,780 and 21,786 shares related to make-whole provisions as of April 30, 2022 and 2021, respectively,

(see Note 11), which were excluded from the calculation of diluted earnings per share as the effect is antidilutive.

As a result, the

basic and diluted earnings per share are the same for each of the periods presented.

common stock equivalents such as shares to be issued for the conversion of notes payable and warrants were excluded from the calculation

of diluted earnings per share as the effect is antidilutive.

As a result, the basic and diluted earnings per share are the same for each

of the periods presented.

Accounting Pronouncements

11 unchanged sentences

The adoption of the new standard did not have a material effect on the Company’s consolidated financial statements.

SPORTS TECHNOLOGIES INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

Pronouncements Not Yet Adopted

December 2019, the FASB issued Accounting Standards Update (“ASU”), 2019-12, Simplifying the Accounting for Income Taxes ,

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

The Company has not yet adopted

this update and is currently evaluating the effect of this ASU on the Company’s financial statements and related disclosures.

The adoption of the new standard

did not have a material effect on the Company’s consolidated financial statements.

August 2020, the FASB issued ASU No.

54 unchanged sentences

Early adoption is permitted for all entities, including adoption in an interim period.

is currently evaluating the impact that the adoption of ASU 2021-04 will have on the Company’s consolidated financial statement

presentation or disclosures.

SPORTS TECHNOLOGIES INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

of the new standard did not have a material effect on the Company’s consolidated financial statements.

recently issued accounting pronouncements did not, or are not believed by management to, have a material effect on the Company’s

1 unchanged sentence

CONCENTRATION OF CREDIT RISK AND OTHER RISKS AND UNCERTAINTIES

Concentration

the year ended April 30, 2022, the Company had four customers that accounted for 39.75 %,

of the Company’s revenues, respectively.

For the year ended April 30, 2021 the Company had one customer that accounted for 12.14 %

Receivable Concentration

the year ended April 30, 2022, the Company had two customers that accounted for 24.01 % and 19.11 % of the Company’s trade receivables

balance, respectively.

For the year ended April 30, 2021 the Company had four customers that accounted for 14.93 %, 14.13 %, 11.89 %, and

of April 30, 2023 and 2022, the Company had two customers that accounted for 47 %

of the Company’s trade receivables balance, respectively.

Concentration

the year ended April 30, 2022, the Company had three suppliers that accounted for 15.63 %, 14.93 %, and 10.18 % of the Company’s purchases

balance, respectively.

For the year ended April 30, 2021 the Company had three suppliers that accounted for 18.24 %, 12.58 %, and 10.34 %

of the Company’s purchases balance, respectively.

Payable Concentration

of April 30, 2022, the Company had four significant suppliers that accounted for 21.15 %, 13.28 %, 12.78 %, and 12.26 % of the Company’s

trade payables balances, respectively.

As of April 30, 2021, the Company had three significant suppliers that accounted for 22.26 %, 14.57 %

and 13.91 % of trade payables, respectively.

of April 30, 2023 and 2022, the Company had four significant suppliers that accounted for 59 %

and 59 % of the Company’s trade payables balances, respectively.

ACQUISITIONS AND BUSINESS COMBINATIONS

Sports Systems, LLC

June 21, 2021, the Company entered into a membership interest purchase agreement (“MIPA”) with Charles Ruddy (the “Seller”)

to acquire a 100% ownership stake in Foundation Sports Systems, LLC (“Foundation Sports”) in exchange for 100,000 shares

of common stock of the Company to be issued to the Seller and two other Foundation Sports employees in three tranches (the “Purchase

(i) 60,000 shares of common stock on the closing date, (ii) 20,000 shares of common stock on the first anniversary of

the closing date and (iii) 20,000 shares of common stock on the second anniversary of the closing date (collectively, the “Shares”),

provided that 10 % of the Shares of each tranche will be held back by the Company and not delivered to the recipients for a period of

12 months from the date of their issuance.

The Shares are subject to a 12-month lock-up from their date of delivery during which time

they may not be offered or sold by the Seller or any other recipient thereof without the express written consent of the Company.

23, 2021, the Company issued 54,000 shares of its common stock to the receipts under the MIPA, which consisted of 60,000 shares less

a hold-back of 10 % (i.e., 6,000 shares).

SPORTS TECHNOLOGIES INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

Company accounted for the transaction as a business combination and elected to apply pushdown accounting to the entity.

The Company allocated

the aggregate purchase price for the acquisition based upon the tangible and intangible assets acquired, as the Company did not acquire

any liabilities in this acquisition.

The allocation of the purchase price is detailed below:

OF ASSETS ACQUIRED AND LIABILITY ASSUMED

Consideration transferred:

Equity consideration

Total Purchase Price

Assets acquired:

Internally developed software

Customer relationships

Total assets acquired

Fair value of net assets acquired

amounts allocated for internally developed software, customer relationships, and the goodwill were updated since the Company’s

third quarter filing upon further review of the fair value of the intangible assets.

The fair value of internally developed software

and customer relationships decreased by $ 140,000 and $ 1,050,000 , respectively, resulting in an increase of $ 1,190,000 in the fair value

There was no change in the total purchase price.

a result of the change in fair value of the intangible assets, the amortization expense of the intangible assets acquired from Foundation

Sports decreased by $ 154,999 .

(Refer to Note 18 related to the disposition of 75 % of this business in December 2022).

The Company impaired

all of the remaining intangible assets and goodwill on April 30, 2022 as market conditions changed from June 2021 through April 30, 2022

and the Company determined that there was no fair value associated with these assets that should be recognized as of April 30, 2022.

February 2, 2022, the Company entered into a share purchase agreement with Flixsense Pty, Ltd.

(“Gameface”).

of the share purchase agreement, Gameface became a wholly owned subsidiary of the Company in exchange for 590,327 shares of common stock

of the Company, 100,000 earn out shares of common stock of the Company, 66,667 shares of common stock of the Company that will not be

issued until the end of the retention period, 478,225 warrants of the Company, and $500,000 in cash in lieu of 14,259 shares of common

stock of the Company.

Additionally, the Company recorded contingent consideration with a fair value of $ 1,334,000 related to the earn

out shares of common stock.

Financial results of Gameface are allocated to the Company’s technology segment .

SPORTS TECHNOLOGIES INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

Company accounted for the transaction as a business combination and elected to apply pushdown accounting to the entity.

The Company allocated

the aggregate purchase price for the acquisition based upon the tangible and intangible assets acquired, net of liabilities.

The allocation

of the purchase price is detailed below:

OF ASSETS ACQUIRED AND LIABILITY ASSUMED

Consideration transferred:

Contingent consideration

Seller note payable

Seller’s liability assumed

Total Purchase Price

Assets acquired:

Cash and cash equivalents

Prepaid expenses and other receivables

Property, plant and equipment

Other non-current assets

Intangible asset - Tradename

Intangible asset - Internally developed software

Intangible asset - Customer relationships

Total assets acquired

Liabilities assumed:

Accounts payable

Contract liabilities

Other liabilities

Total liabilities assumed

Fair value of net assets acquired

Interactive Ltd.

February 21, 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 became a wholly owned subsidiary

of the Company in exchange for 2,537,969 shares of common stock of the Company, and issued to PlaySight employees options to purchase

up to 142,858 shares of Company common stock, and used a cash sum equal to 152,490 shares of the Company’s common stock ($2,200,000)

to cover certain expenses.

The PlaySight employee options vest at issuance, have an exercise price of $ 0.01 per share, and expire 10

years from issuance.

The Company also agreed to earn-out consideration of up to 514,286 shares of common stock of the Company.

Additionally,

the Company recorded contingent consideration with a fair value of $ 4,847,000 related to the earn out shares of common stock .

SPORTS TECHNOLOGIES INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

Company accounted for the transaction as a business combination and elected to apply pushdown accounting to the entity.

The Company allocated

the aggregate purchase price for the acquisition based upon the tangible and intangible assets acquired, net of liabilities.

The allocation

of the purchase price is detailed below:

OF ASSETS ACQUIRED AND LIABILITY ASSUMED

Consideration transferred:

Contingent consideration

Seller’s note

Equity consideration

Assets acquired:

Cash and cash equivalents

Restricted cash

Accounts receivable, net

Prepaid expenses and other current assets

Inventories, net

Contract assets

Fixed assets, net

Operating lease right-of-use asset

Contract assets, net of current portion

Finished products used in operations, net

Intangible asset - Tradename

Intangible asset - Internally developed software

Intangible asset - Customer relationships

Total assets acquired

Liabilities assumed:

Accounts payable

Accrued expenses

Contract liabilities

Operating lease liability, current portion

Contract liabilities, net of current portion

Notes payable, net

Total liabilities assumed

Fair value of net assets acquired

balances comprise of synergies recognized from combining operations and brand recognition.

Total transaction costs for the three acquisitions

were $ 5,109,522 and are included in the Transaction costs line of the consolidated statements of comprehensive loss.

November 2022, the Company made the decision to dispose of these operations.

See Note 18 related to the disposition of this business

in November 2022.

SPORTS TECHNOLOGIES INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

the year ended April 30, 2022, the Company acquired three entities in accordance with ASC 805.

A full description of those transactions

are reflected in the audited financial statements contained in our Annual Report on Form 10-K filed with the Securities and Exchange

Commission on May 17, 2023.

Company has elected to apply pushdown accounting to each of the entities acquired.

Foundation Sports as referred to in Note 16, the Company disposed of 75 % of this entity in December 2022.

The company has valued the

25 % they continue to own in Foundation Sports at $ 0 .

PlaySight as referred to in Note 16, the Company sold back to the original shareholders 100 % of this entity in November 2022.

Forma Results

following pro forma financial information presents the results of operations of the Company as of the year ended April 30, 2022 and

2021, as if the acquisitions of PlaySight and Gameface had occurred as of the beginning of the first period presented instead of

February 2022.

The pro forma financial information (in thousands) of the Company as of the years ended April 30, 2022 and 2021 is as

OF PROFORMA FINANCIAL INFORMATION

For the For the Years Ended April 30,

Loss from operations

Basic and diluted earnings (loss) per share

changes in the carrying amount of goodwill for the year ended April 30, 2022 were as follows:

Balance as of April 30, 2021

Beginning balance

Gameface acquisition (Note 5)

PlaySight acquisition (Note 5)

Foundation Sports acquisition (Note 5)

Goodwill, acquired during period

Less impairment

following pro forma financial information presents the results of operations of the Company as of the year ended April 30, 2022, respectively,

as if the acquisitions of Gameface had occurred as of the beginning of the first period presented instead of February 2022.

SCHEDULE OF PROFORMA FINANCIAL INFORMATION

$ ( 53,069,215 )

Balance as of April 30, 2022

Ending balance

ended April 30, 2022

Company has assessed the indicators of impairment and concluded on the below for the respective reporting units:

goodwill was assigned to the Equipment segment as of April 30, 2022 .

Therefore, further analysis is not required for the

Equipment reporting unit.

Gameface, and Foundation Sports were all assigned to the Technology segment as of April 30, 2022.

The Company determined in April 2022

that the fair value of Foundation Sports was less than the carrying value of the net assets assigned to this entity and therefore goodwill

related to Foundation Sports was fully impaired as of April 30, 2022.

Impairment loss relating to Foundation Sports was $ 2,430,000 .

Basic and diluted earnings (loss) per share

INTANGIBLE ASSETS

assets, net consisted of the following:

SCHEDULE OF INTANGIBLE ASSETS

assets reflect only those intangible assets of our continuing operations, and consist of the following:

OF INTANGIBLE ASSETS

Amortization (in years)

Carrying Value

Accumulated Amortization

Impairment Loss

Net Carrying Value

Average Period

April 30, 2023

Amortization (in years)

1 unchanged sentence

Accumulated Amortization

Impairment L oss

Impairment Loss

Net Carrying Value

Tradenames and patents

Customer relationships

1 unchanged sentence

Total intangible assets

$ ( 1,056,599 )

SPORTS TECHNOLOGIES INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

Weighted Average Amortization

Amortization (in years)

Carrying Value

Accumulated Amortization

Impairment Loss

Net Carrying Value

Average Period

April 30, 2022

Amortization (in years)

Carrying Value

Accumulated Amortization

Impairment Loss

Net Carrying Value

Customer relationships

Internally developed software

Total intangible assets

expense for the years ended April 30, 2023 and 2022 was approximately $ 100,951 and $ 49,983 , respectively.

assets for Foundation Sports have been fully impaired as of April 30, 2022.

This resulted in an impairment loss of $ 1,056,599 .

of April 30, 2023, the estimated future amortization expense associated with the Company’s intangible assets for each of the five

succeeding fiscal years is as follows:

SCHEDULE OF ESTIMATED FUTURE AMORTIZATION

For the Years Ended April 30,

OF ESTIMATED FUTURE AMORTIZATION

For the Periods Ended April 30,

Amortization Expense

November 10, 2020, the Company entered into a Trademark Assignment Agreement to acquire the “Slinger” trademark for $ 30,000

in cash, 35,000 shares of the Company’s common stock, and warrants to purchase 50,000 shares of the Company’s common stock

at an exercise price of $ 0.50 per share.

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

common stock was valued at the closing stock price on November 10, 2020 and the warrants were valued using a Black-Scholes option pricing

model, for a fair value of $ 35,531 and $ 50,232 , respectively.

purchase price of the trademark was determined to be $ 115,583 .

ACCRUED EXPENSES

1 unchanged sentence

OF ACCRUED EXPENSES

April 30, 2023

April 30, 2022

Accrued payroll

1 unchanged sentence

Accrued professional fees

Goods received not invoiced

Accrued sales taxes

Other accrued expenses

SPORTS TECHNOLOGIES INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE PAYABLE - RELATED PARTY

in October 2019, the Company entered into several loan agreements with a related party entity controlled by the former shareholder of

Slinger Bag Canada.

Total outstanding borrowings from this related party as of April 30, 2021 amounted to $ 6,220,000 , which was gross

of total discounts of $ 76,777 and consisted of the following:

OF NOTES PAYABLE - RELATED PARTY

Maturity Date

Interest Rate

April 30, 2021

8 notes from 10/2019 - 8/2020

Total notes payable to related parties

May 26, 2021, the Company and the related party lender entered into a note conversion agreement (the “Note Conversion Agreement”)

whereby the related party lender agreed to convert its total outstanding borrowings as of that date of $ 6,220,000 into 163,684 shares

of the Company’s common stock.

The Note Conversion Agreement contains a guarantee that the aggregate gross sales of the shares

by the related party will be no less than $ 6,220,000 over the next three years and if the aggregate gross sales are less than $ 6,220,000

the Company will issue additional shares of common stock to the related party for the difference between the total gross proceeds and

$ 6,220,000 , which could result in an infinite number of shares being required to be issued.

Company evaluated the conversion option of the notes payable to shares under the guidance in ASC 815, Derivatives and Hedging (“ASC

815”), and determined the conversion option qualified for equity classification.

The Company also evaluated the profit guarantee

under ASC 815 and determined it to be a make-whole provision, which is an embedded derivative within the host instrument.

As the economic

characteristics of the make-whole provision are dissimilar to the host instrument, the profit guarantee was bifurcated from the host

instrument and stated as a separate derivative liability, which is marked to market at the end of each reporting period with the non-cash

gain or loss recorded in the period as a gain or loss on derivative.

the date of conversion the Company recognized a $ 5,118,435 loss on extinguishment of debt, which represented the difference between the

$ 6,220,000 in notes payable that were converted and the fair value of the shares issued of $ 6,220,003 , which were recorded in shares

issued for conversion of notes payable – related party within shareholders’ equity, the derivative liability of $ 5,052,934 ,

which was valued using a Black-Scholes option pricing model, and the write-off of the unamortized debt discount of $ 65,498 .

of the debt discounts during the three months ended July 31, 2021, prior to the notes’ conversion, was $ 11,279 , which was recorded

in amortization of debt discounts in the accompanying consolidated statements of comprehensive loss.

the terms of the Note Conversion Agreement the accrued interest related to the notes payable was not converted into shares and is still

due to the related party.

The Company and the related party agreed that interest will be paid when separately agreed between the related

party and the Company.

On January 5, 2023, the Company and the related party entered into a forbearance agreement pursuant to which the

Company has until December 30, 2023 to pay the outstanding balance of such interest, which is $ 917,957 .

July 23, 2021, the Company entered into a loan agreement with its related party lender for borrowings of $ 500,000 .

The loan is to be

repaid within 30 days of receipt and shall bear interest at a rate of 12 % per annum.

August 4, 2021, the Company entered into a loan agreement with its related party lender for borrowings of $ 500,000 .

The loan is to be

repaid within 30 days of receipt and shall bear interest at a rate of 12 % per annum.

August 11, 2021, the Company repaid the outstanding principal and interest to its related party lender for the July 23, 2021 loan of

$ 500,000 and the August 4, 2021 loan of $ 500,000 .

August 31, 2021, the Company’s related party lender cancelled the guarantee in the Note Conversion Agreement that the aggregate

gross sales of its converted shares will be no less than $ 6,220,000 .

In connection with the elimination of the profit guarantee the derivative

liability ceased to exist at that time.

On August 31, 2021, the fair value of the derivative liability was remeasured using a Black-Scholes

option pricing model and determined to be $ 2,185,185 .

The change in fair value of the derivative through August 31, 2021, was recognized

as a gain on change in fair value of derivatives of $ 2,867,749 for the year ended April 30, 2022, and the remaining value of the derivative

of $ 2,185,185 was reclassified to additional paid-in capital as part of shareholders’ equity during the three months ended October

31, 2021 due to the related party nature of the transaction.

SPORTS TECHNOLOGIES INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

discussion of note payable – related party only includes those that existed as of April 30, 2022.

For a discussion of all prior

note payable – related party we refer you to the Annual Report on Form 10-K filed May 17, 2023 for the fiscal year end April 30,

January 14, 2022, the Company entered into two loan agreements with related party lenders, each for $ 1,000,000 , pursuant to which the

6 unchanged sentences

party loan agreements with the lenders in which the repayment date was extended to July 31, 2024.

As this amendment occurred after the

reporting date of April 30, 2022, but before the issuance of the consolidated financial statements, this balance was reclassified to

long-term liabilities.

was $ 2,000,000 in outstanding borrowings from related parties as of April 30, 2022.

Interest expense related to the related parties for

the years ended April 30, 2022 and 2021 amounted to $ 165,558 and $ 608,668 , respectively.

Accrued interest due to related parties as of

April 30, 2022 and 2021 amounted to $ 908,756 and $ 747,636 , respectively.

was $ 1,953,842 and $ 2,000,000 in outstanding borrowings from related parties as of April 30, 2023 and 2022.

Interest expense related

to the related parties for the years ended April 30, 2023 and 2022 amounted to $ 293,090 and $ 165,558 , respectively.

Accrued interest

due to related parties as of April 30, 2023 and 2022 amounted to $ 917,957 and $ 908,756 , respectively.

The accrued interest includes notes

that were either repaid or converted but the interest remained.

CONVERTIBLE NOTES PAYABLE

June 1, 2019, the Company entered into a convertible note payable agreement with Mont-Saic Investments LLC (“Mont-Saic”)

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

All outstanding amounts were due on the maturity

date 360 days after the loan issue date .

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

date at their discretion.

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

at any time at the option of the debtholder at a conversion price equal to 75 % of the lowest closing price of the common stock as defined

in the agreement.

convertible note payable agreement, as amended on September 11, 2019, also provided Mont-Saic with a warrant giving them the right to

acquire 33 % of the outstanding shares of SBL on a fully-diluted basis for no consideration up through one year after the maturity date.

On September 16, 2019, Mont-Saic and Slinger Bag Inc.

entered into a warrant assignment and conveyance agreement which updated Mont-Saic’s

right to acquire 33 % of the outstanding common stock shares of SBL to Slinger Bag Inc.

The allocated value of the warrant of $ 1,492,188

was recorded as a discount to the outstanding note balance.

On May 6, 2020, the Company issued 1,216,560 shares of common stock as partial

satisfaction of the shares issuable.

June 1, 2020, the Company and Mont-Saic entered into an amendment to the convertible note payable agreement to eliminate the conversion

right contained in the original agreement and extend the maturity date to June 1, 2021.

Company evaluated the conversion option under the guidance in ASC 815-10, Derivatives and Hedging, and determined it to have characteristics

of a derivative liability.

Under this guidance, this derivative liability is marked-to-market at each reporting period with the non-cash

gain or loss recorded in the period as a gain or loss on derivatives.

The value of the conversion option derivative amounted to $ 566,667

as of the issuance date on September 11, 2019, which was recorded as a discount to the outstanding note balance less $ 358,855 representing

the amount of the conversion option exceeding the face value of the note payable which was recorded immediately as interest expense,

and a derivative liability.

On June 1, 2020, in connection with the elimination of the conversion option, this derivative ceased to exist

and the value of the derivative of $ 566,667 was recognized as a loss on extinguishment of debt on the consolidated statements of comprehensive

loss for the year ended April 30, 2021.

combined discount relating to the warrant and conversion option were amortized over the term of the agreement.

Amortization of debt discounts

during the year ended April 30, 2020 amounted to $ 1,493,939 , and were recorded as amortization of debt discount in the accompanying consolidated

statements of comprehensive loss.

The remaining $ 206,061 was amortized during the year ended April 30, 2021.

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

wherein Mont-Saic sold its full right, title and interest in its outstanding notes payable amounting to $ 1,820,000 , which consisted of

the $ 1,700,000 note payable and the $ 120,000 note payable (see Note 9), to the Company’s related party lender, along with the 121,656

shares of common stock previously issued to Mont-Saic in connection with the debt agreement and the rights to receive the remaining 692,130

shares issuable (see Note 5).

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

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

The outstanding principal and accrued interest

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

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

September 4, 2020, the Company and the convertible debtholder entered into an agreement to convert the outstanding convertible note payable

balance of $ 125,000 and accrued interest of $ 8,466 into 30,000 shares of the Company’s common stock.

Under the guidance in ASC

470-20-40-16, the Company recognized an expense at the conversion date equal to the fair value of the shares transferred after the change

in terms, less the fair value of securities issuable under the original conversion terms.

The excess in value, which amounted to $ 51,412

was recorded as interest expense in the consolidated statements of comprehensive loss during the year ended April 30, 2021.

SPORTS TECHNOLOGIES INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

the time of the conversion, the remaining debt discount was fully amortized and the derivative liability amount of $ 53,571 was reclassified

as additional paid-in capital as part of shareholders’ equity.

Amortization of debt discounts during the year ended April 30, 2022

and 2021 was $ 8,127,778 and $ 42,872 , respectively, and was recorded as amortization of debt discount in the accompanying consolidated

statements of comprehensive loss.

The unamortized discount balance amounted to $ 2,872,222 and zero as of April 30, 2022 and 2021, respectively.

discussion of convertible notes payable only includes those that existed as of April 30, 2022.

For a discussion of all prior convertible

notes payable we refer you to the Annual Report on Form 10-K filed May 17, 2023 for the fiscal year end April 30, 2022.

August 6, 2021, the Company consummated the closing (the “Closing”) of a private placement offering (the “Offering”)

7 unchanged sentences

offering expenses and commissions.

Convertible Notes mature on August 6, 2022 (the “Maturity Date”) and bear interest at 8 % per annum payable on each conversion

date (as to that principal amount then being converted), on each redemption date as well as mandatory redemption date (as to that principal

amount then being redeemed) and on the Maturity Date, in cash.

The Convertible Notes are convertible into shares of the Company’s

common stock at any time following the date of issuance and prior to Mandatory Conversion (as defined in the Convertible Notes) at the

conversion price equal to the lesser of:

(i) $ 3.00 , subject to adjustment set forth in the Convertible Notes and (ii) in the case of

an uplist to the NASDAQ, the Uplist Conversion Price (as defined in the Convertible Notes) of the Company’s common stock during

the two Trading Day (as defined in the Convertible Notes) period after each conversion date;

provided, however, that at any time from

and after December 31, 2021 or an Event of Default (as defined in the Convertible Notes), the holder of the Convertible Notes may, by

delivery of written notice to the Company, elect to cause all, or any part, of the Convertible Notes to be converted, at any time thereafter,

each an “Alternate Conversion”, pursuant to the Section 4(f) of the Convertible Notes, all, or any part of, the then outstanding

aggregate principal amount of the Convertible Notes into shares of Common Stock at the Alternate Conversion price.

The Convertible Notes

rank pari passu with all other notes now or thereafter issued under the terms set forth in the Convertible Notes.

The Convertible Notes

contain certain price protection provisions providing for adjustment of the number of shares of common stock issuable upon conversion

of the Convertible Notes in case of certain future dilutive events or stock-splits and dividends.

Convertible Notes were to mature on August 6, 2022 (the “Maturity Date”) and bear interest at 8 % per annum payable on each

conversion date (as to that principal amount then being converted), on each redemption date as well as mandatory redemption date (as

to that principal amount then being redeemed) and on the Maturity Date, in cash.

The Convertible Notes are convertible into shares of

the Company’s common stock at any time following the date of issuance and prior to Mandatory Conversion (as defined in the Convertible

Notes) at the conversion price equal to the lesser of:

(i) $ 3.00 , subject to adjustment set forth in the Convertible Notes and (ii) in

the case of an uplist to the NASDAQ, the Uplist Conversion Price (as defined in the Convertible Notes) of the Company’s common

stock during the two Trading Day (as defined in the Convertible Notes) period after each conversion date;

provided, however, that at

any time from and after December 31, 2021 or an Event of Default (as defined in the Convertible Notes), the holder of the Convertible

Notes may, by delivery of written notice to the Company, elect to cause all, or any part, of the Convertible Notes to be converted, at

any time thereafter, each an “Alternate Conversion”, pursuant to the Section 4(f) of the Convertible Notes, all, or any part

of, the then outstanding aggregate principal amount of the Convertible Notes into shares of Common Stock at the Alternate Conversion

The Convertible Notes rank pari passu with all other notes now or thereafter issued under the terms set forth in the Convertible

The Convertible Notes contain certain price protection provisions providing for adjustment of the number of shares of common stock

issuable upon conversion of the Convertible Notes in case of certain future dilutive events or stock-splits and dividends.

Warrants are exercisable for five years from August 6, 2021 , at an exercise price equal to the lesser of $ 3.00 or a 20% discount to the

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of the Convertible Notes during the three months ended October 31, 2021.

The discount on the Convertible Notes will be amortized through

the maturity date on a straight-line basis.

Amortization of the debt discount for the year ended April 30, 2022 was $ 8,127,778 , which

was recorded in amortization of debt discounts in the accompanying consolidated statements of comprehensive loss.

The unamortized discount

balance amounted to $ 2,872,222 as of April 30, 2022.

SPORTS TECHNOLOGIES INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021, the Company entered into an Omnibus Amendment Agreement (the “Omnibus Agreement”) with certain Purchasers

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The Company recognized a $ 2,200,000 loss on issuance of convertible notes during the year ended April 30, 2022 related to this amendment.

fair value of the derivative liability related to the Convertible Notes was $ 4,382,229 as of April 30, 2022, and the Company recognized

a gain on change in fair value of $ 9,506,889 for the year ended April 30, 2022.

outstanding borrowings related to the Convertible Notes as of April 30, 2022 were $ 13,200,000 .

The outstanding amount is net of total

discounts of $ 2,872,222 for a net book value of $ 10,327,778 as of April 30, 2022.

Interest expense related to the Convertible Notes for

the year ended April 30, 2022 was $ 708,677 .

June 17, 2022, the Company issued 4,389,469 shares of common stock in conversion of the $ 13,200,000 in convertible notes payable and

$ 846,301 in accrued interest.

In addition, the remaining $ 122,222 of unamortized discount on the convertible notes payable was amortized

and included in our consolidated statements of operations for the three months ended July 31, 2022.

outstanding borrowings related to the Convertible Notes as of April 30, 2023 and 2022 were $ 0 and $ 13,200,000 , respectively.

NOTES PAYABLE

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

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

In connection

with the promissory note payable on March 16, 2020, the Company issued warrants to purchase 50,000 shares of the Company’s common

stock at an exercise price equal to a 40 % discount of the market price of the Company’s stock, as defined in the agreement.

warrants expired on March 16, 2022 and were fully vested upon issuance.

The note was discounted by $ 112,990 based on an allocation of

the value of the warrants issued.

The discount recorded on the note was amortized into amortization of debt discount through the maturity

date, which amounted to $ 35,542 for the year ended April 30, 2021.

December 15, 2020, the debt holder agreed to convert the outstanding note payable of $ 500,000 into 50,000 shares of the Company’s

common stock as full settlement of the promissory note payable.

Accrued interest on the note was paid in cash.

As a result of this settlement,

the Company recognized the unamortized debt discount of $ 70,483 as a loss on extinguishment of debt on the consolidated statements of

comprehensive loss during the year ended April 30, 2021.

discussion of notes payable only includes those that existed as of April 30, 2022.

For a discussion of all prior notes payable we refer

you to the Annual Report on Form 10-K filed May 17, 2023 for the fiscal year end April 30, 2022.

June 30, 2020, the Company entered into a loan agreement with Mont-Saic to borrow $ 120,000 .

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sold its full right, title and interest in this note to the Company’s related party lender (see Note 8).

SPORTS TECHNOLOGIES INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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option pricing model.

fair value of the derivative liability was $ 1,061,550 as of April 30, 2022, and the Company recognized a gain on change in fair value

of $ 168,301 for the year ended April 30, 2022.

April 15, 2021, the Company entered into a $ 2,000,000 note payable (the “Note”).

The Note matures April 14, 2023 and bears

interest at fifteen percent ( 15 % ) per year.

The Company pays interest at maturity, at which time all principal and unpaid interest is

Note is collateralized by all business assets, including patents, trademarks and other intellectual property.

It is also collateralized

by the ownership of Slinger Bag Americas, Slinger Bag Canada, Slinger Bag Limited, and Slinger Bag International (UK) Limited.

connection with the Note, the Company issued 220,000 warrants with an exercise price of $ 0.25 .

The exercise price has customary anti-dilution

protection for stock splits, mergers, etc.

Additionally, the warrant contains a stipulation that the Company will guarantee the value

of the shares sold will be no less, on average, than $1.50 per share through April 15, 2023.

If the value is less than $1.50 per share,

the Company will issue additional shares of common stock to compensate for the shortfall, which could result in an infinite number of

shares being required to be issued .

Company evaluated the warrants and the profit guarantee under the guidance in ASC 815-40, Derivatives and Hedging and determined they

represent a derivative liability given the profit guarantee represents a make-whole provision that is not separated from the host instrument.

The derivative liability is marked to market at the end of each reporting period with the non-cash gain or loss recorded in the period

as a gain or loss on derivative (see Note 3).

fair value of the derivative liability on the date of the execution of the Note was valued using a Black-Scholes option pricing model

at $ 14,501,178 , which was first allocated as a discount to the Note payable of $ 2,000,0000 , which will be amortized using the effective

interest method over the remaining term of the Note, with the remainder of the value of $ 12,501,178 recorded as interest expense.

August 6, 2021, the Company used the net proceeds from the issuance of the Convertible Notes (see Note 10) to pay 100% of the outstanding

principal and accrued interest of the Note.

of the debt discount related to the Note during the years ended April 30, 2022 and 2021 was $ 11,228 and $ 10,477 , respectively, which

was recorded in amortization of debt discounts in the accompanying consolidated statements of comprehensive loss.

On the date the Note

was paid off the unamortized debt discount balance of $ 1,978,295 was recognized as a loss on extinguishment of debt during the year ended

April 30, 2022.

SPORTS TECHNOLOGIES INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

August 6, 2021, the Note payable holder exercised its right to convert its 220,000 outstanding warrants into shares of common stock of

At the conversion date the Note payable holder also agreed to cancel the guarantee that the value of the shares sold will

be no less, on average, than $1.50 per share through April 15, 2023 .

In connection with the elimination of the profit guarantee the derivative

liability ceased to exist at that time.

On August 6, 2021, the fair value of the derivative liability was remeasured using a Black-Scholes

option pricing model and determined to be $ 6,569,353 .

The change in fair value of the derivative through August 6, 2021, was recognized

as a gain on change in fair value of derivatives of $ 6,014,245 for the year ended April 30, 2022, and the remaining value of the derivative

of $ 6,569,353 was reclassified to additional paid-in capital as part of shareholders’ equity during the year ended April 30, 2022

due to the related party nature of the transaction.

were no outstanding borrowings related to the Note as of April 30, 2022.

Interest expense related to the Note for the year ended April

30, 2022 amounted to $ 106,667 .

fair value of the derivative liability was $ 1,456,854 and $ 1,061,550 as of April 30, 2023 and 2022.

February 15, 2022, for and in consideration of $ 4,000,000 the Company conveyed, sold, transferred, set over, assigned and delivered to

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the “Consigned Goods”).

The Company subsequently amended the purchase schedule to purchase the Consigned Goods from Consignor

and make the following payments to Consignor:

to March 15, 2022, the Company paid to Consignor $ 557,998 ($ 392.68 per consigned goods unit) for the purchase of 1,421 Consigned

March 21, 2022, Consignee paid to Consignor $ 157,465 ($ 392.68 per consigned goods unit) for the purchase of 401 Consigned Goods.

April 15, 2022, Consignee paid to Consignor $ 250,000 ($ 392.68 per consigned goods unit) for the purchase of 637 Consigned Goods.

of April 30, 2022, the Company had repaid $ 965,463 resulting in a net balance of the convertible note payable of $ 3,034,537 .

interest on the consignment note was $ 1,104,839 for the year ended April 30, 2022.

The Company has repaid the $ 4,000,000 as of April 30, 2023.

April 1, 2022, the Company entered into a $ 500,000 note payable.

The note matures on July 1, 2022 and bears interest at eight percent

The note was to mature on July 1, 2022 and bears interest at eight percent

( 8 %) per year.

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principal is due.

Interest expense related to the note payable amounted to $ 3,178 for the year ended April 30, 2022.

NOTES RECEIVABLE

July 21, 2021, the Company entered into a Convertible Loan Agreement with PlaySight Interactive Ltd (the “Borrower”) wherein

the Company granted the Borrower a line of credit with a six-month maturity date.

Any borrowings under the line of credit bear interest

at a rate of 15 % per annum.

July 26, 2021, the Company issued $ 300,000 to the Borrower under the line of credit.

On August 26, 2021 and October 5, 2021, the Company

issued an additional $ 700,000 and $ 400,000 , respectively, to the Borrower under the line of credit.

On November 17, 2021, December 7,

2021, and January 14, 2022, the Company issued an additional $ 300,000 , $ 300,000 , and $ 250,000 , respectively, to the Borrower under the

line of credit.

Interest income related to the note receivable for the year ended April 30, 2022 amounted to $ 105,349 .

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 became a wholly owned subsidiary

of the Company.

As such, the note receivable balance and related interest income was eliminated upon consolidation as of April 30, 2022.

For the year ended April 30, 2021, there was no note receivable or related interest expense (see Note 4).

On August 1, 2022, the Company repaid the $ 500,000 .

Advance Agreements

July 29, 2022, the Company entered into two merchant cash advance agreements.

The details of the merchant cash advance agreements are

Company entered into an agreement (the “UFS Agreement”) with Unique Funding Solutions LLC (“UFS”) pursuant to

which the Company sold $ 1,124,250 in future receivables (the “UFS Receivables Purchased Amount”) to UFS in exchange for payment

to the Company of $ 750,000 in cash less fees of $ 60,000 .

The Company has agreed to pay UFS $ 13,491 each week for the next three weeks

and thereafter $ 44,970 per week until the UFS Receivables Purchased Amount is paid in full.

order to secure payment and performance of the Company’s obligations to UFS under the UFS Agreement, the Company granted to UFS

a security interest in the following collateral:

all accounts receivable and all proceeds as such term is defined by Article 9 of the

The Company also agreed not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to

any of such collateral.

Company entered into an agreement (the “Cedar Agreement”) with Cedar Advance LLC (“Cedar”) pursuant to which

the Company sold $ 1,124,250 in future receivables (the “Cedar Receivables Purchased Amount”) to Cedar in exchange for payment

to the Company of $ 750,000 in cash less fees of $ 60,000 .

The Company has agreed to pay Cedar $ 13,491 each week for the next three weeks

and thereafter $ 44,970 per week until the Cedar Receivables Purchased Amount is paid in full.

order to secure payment and performance of the Company’s obligations to Cedar under the Cedar Agreement, the Company granted to

Cedar a security interest in the following collateral:

all accounts, including without limitation, all deposit accounts, accounts receivable

and other receivables, chattel paper, documents, equipment, instruments and inventory as those terms are defined by Article 9 of the

The Company also agreed not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to

any of such collateral.

January 6, 2023, the Company entered into a loan and security agreement (the “Loan and Security Agreement”) with 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 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”).

The Company measured the warrants granted on January 6, 2023 at $ 3,715,557 , and discounted the note payable

to $ 0 and recorded a derivative expense of $ 1,715,557 .

The Company recognized a gain on the change in fair value of the derivative liability

when remeasured through April 30, 2023 of $ 900,819 to bring the derivative liability to $ 2,814,738 at April 30, 2023.

In addition, the

Company recognized $ 1,222,808 in amortization of debt discount for the year ended April 30, 2023.

On July 6, 2023, the Company failed

to repay the note and is currently in default.

The interest rate has since increased to 6.43 % per annum.

RELATED PARTY TRANSACTIONS

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by a promissory note.

SPORTS TECHNOLOGIES INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

of April 30, 2022 and 2021, amounts due to related parties were $ 1,905,792 and $ 1,283,464 , respectively, which represented unpaid salaries

and bonuses and reimbursable expenses due to officers of the Company.

Company has outstanding notes payable of $ 2,000,000 and

$ 6,220,000 and

accrued interest of $ 908,756 and

$ 747,636 due

to a related party as of April 30, 2022 and 2021, respectively (see Note 9).

In addition, the Company has an outstanding

purchase obligation to a related party in the amount of $ 500,000 as of April 30, 2022 related to the acquisition of Gameface.

Company has outstanding notes payable of $ 1,953,842 and $ 2,000,000 and accrued interest

of $ 917,957 and $ 908,756 due to a related party as of April 30, 2023 and 2022, respectively (see Note 8).

Company recognized net sales of $ 164,661 and $ 368,164 during the years ended April 30, 2023 and 2022, respectively, to related parties.

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Transactions During the Year Ended April 30, 2023

May 1, 2022, the Company has issued an aggregate of 6,063,145 shares of its common stock consisting of the following:

June 15, 2022, the Company issued 4,389,469 shares of common stock to the Convertible Noteholders upon conversion of convertible

June 15, 2022, the Company issued 1,048,750 shares to investors who participated in the Company’s Nasdaq uplist round.

June 27, 2022, the Company issued 25,000 shares of common stock to Gabriel Goldman for consulting services performed in the first

quarter of calendar 2022.

Gabriel Goldman became a director of the Company on June 15, 2022.

June 27, 2022, the Company issued 598,396 shares of common stock to the former Gameface shareholders in connection with the purchase

August 25, 2022, the Company issued 30,000 shares of common stock to Midcity Capital Ltd

(“Midcity”) pursuant to a cashless conversion of warrants Midcity received from

its warrant agreement with the Company dated March 2020.

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”).

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

Net proceeds to the Company were $ 4,549,882 .

October 12, 2022, the Company issued 1,923,920 shares of common stock, on November 21, 2022 issued 27,000 shares of common stock

and January 26, 2023 issued 279,739 shares of common stock in connection with the acquisition of PlaySight.

January 26, 2023, the Company issued 6,000 shares of common stock for services rendered to their ambassadors.

Transactions During the Year Ended April 30, 2022

May 26, 2021, the Company issued 163,684 shares of its common stock for the conversion of related party notes payable (see Note 8).

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operating expenses related to the shares, warrants and equity options granted to brand ambassadors.

August 6, 2021, the Note payable holder (see Note 11) exercised its right to convert its 220,000 outstanding warrants into 495,000 shares

of common stock of the Company.

August 6, 2021, the Note payable holder exercised its right to convert its 220,000 outstanding warrants into 495,000 shares of common

stock of the Company.

August 6, 2021, the Company’s related party lender exercised its right to convert its 275,000 outstanding warrants and 692,130

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brand ambassadors.

Transactions During Year Ended April 30, 2021

May 6, 2020, the Company issued 121,656 shares of its common stock to Mont-Saic as partial satisfaction of the shares issuable under

a convertible note payable agreement.

May 15, 2020, the Company issued 24,380 shares of its common stock to a vendor as compensation for business advisory services performed,

which resulted in $ 65,826 of general and administrative expenses for the year ended April 30, 2021.

SPORTS TECHNOLOGIES INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

September 4, 2020, the Company issued 30,000 shares of its common stock for the conversion of a convertible note payable (see Note 10).

The fair value of the common stock was $ 238,449 .

October 8, 2020, the Company issued 10,000 shares of its common stock to a vendor as compensation for business advisory services performed,

which resulted in $ 114,000 of operating expenses for the year ended April 30, 2021.

Issued and Expensed During the Years Ended April 30, 2023 and 2022

October 28, 2020, the Company granted 40,000 warrants to a service provider for advertising services over the next year.

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is being recognized over the service agreement.

The Company recognized $ 214,552 and $ 221,826 of operating expenses related to this agreement

during the years ended April 30, 2022 and 2021, respectively.

October 29, 2020, the Company and the three members of its advisory board entered into agreements whereby each member will receive an

aggregate number of warrants each quarter equal to $ 7,500 divided by the average closing price of the Company’s stock for the five

days prior to the Company’s most recently completed fiscal quarter.

The warrants vest quarterly, have an exercise price of $ 0.001

per share and a contractual life of 10 years from the date of issuance.

43,107 warrants were issued under these agreements during the

year ended April 30, 2021.

The warrants were valued using a Black-Scholes option pricing model, which resulted in operating expenses

of $ 48,502 during the year ended April 30, 2021.

November 24, 2020 and on January 11, 2021, the Company issued 4,608 and 10,000 shares of its common stock, respectively, to two vendors

as compensation for marketing and other advisory services.

The Company also issued 5,595 shares of its common stock on November 24, 2020

to a third-party vendor as full settlement of payables of $ 30,000 related to consulting services, which resulted in a $ 25,278 loss on

extinguishment of debt.

The total fair value of the shares issued related to these transactions was $ 198,386 , of which $ 39,750 was recognized

in prepaids and other assets and will be recognized over the period that the related services are rendered.

As of April 30, 2021, there

was $ 26,500 in prepaids related to these transactions and the remaining $ 146,608 was recognized as operating expenses for the year ended

April 30, 2021.

November 10, 2020, the Company issued 3,500 shares of common stock as partial payment for the purchase of the Slinger trademark.

common stock had a fair value of $ 35,351 on the date of issuance, which has been capitalized as an intangible asset on the balance sheet.

December 15, 2020, the Company issued 50,000 shares of common stock as full payment of its $500,000 note payable to a third party (see

The fair value of the shares issued was $ 500,000 .

April 11, 2021, the Company issued 27,233 shares of its common stock for the conversion of a note payable (see Note 11).

The fair value

of the shares issued was $ 1,250,004 .

April 11, 2021 and on April 13, 2021, the Company issued 1,875 and 500 shares of its common stock to two vendors as compensation for

marketing and advisory services, which resulted in an operating expense of $ 43,294 for the year ended April 30, 2021.

the three months ended April 30, 2021, the Company granted an aggregate total of 6,000 warrants and equity options for 12,000 shares

(which have all expired unexercised) to four of its brand ambassadors as compensation.

The warrants have an exercise price of $ 0.001

per share, a contractual life of 10 years from the date of issuance and are vested immediately upon grant and the shares had a 90 day

exercise period at a 50 % discount on the stock price.

The warrants and shares were valued using a Black-Scholes option pricing model

and the expense related to the issuance of the warrants and equity options is being recognized over the service agreements.

recognized $ 59,838 and $ 98,457 of operating expenses related to the warrant and equity options, respectively, during the year ended April

Issued During the Year Ended April 30, 2022

The Company recognized $ 214,552 of operating expenses related to this agreement during

the nine months ended January 31, 2022.

accordance with the October 29, 2020 agreement with three members of the advisory board mentioned above, 46,077 warrants were issued

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The warrants were valued using a Black-Scholes option pricing model on the grant date, which resulted

in operating expenses of $ 87,656 during the year ended April 30, 2022.

August 6, 2021, in connection with the Convertible Notes issuance (see Note 10) the Company issued warrants to purchase up to 733,333

shares of common stock of the Company to the Purchasers.

in operating expenses of $ 67,500 and $ 87,656 during the nine months ended January 31, 2023 and year ended April 30, 2022, respectively.

August 6, 2021, in connection with the Convertible Notes issuance the Company issued warrants to purchase up to 733,333 shares of common

stock of the Company to the Purchasers.

August 6, 2021, in connection with the Convertible Notes issuance the Company also granted the lead placement agent for the Offering

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April 30, 2022.

SPORTS TECHNOLOGIES INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

September 3, 2021, the Company granted an aggregate total of 1,010,000 warrants to key employees and officers of the Company as compensation.

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year ended April 30, 2022.

February 2, 2022, in connection with the Gameface acquisition (see Note 5) the Company issued warrants to purchase up to 478,225 shares

of common stock of the Company.

Stock Issuable

discussed in Note 10, on September 16, 2019, the Company entered into a warrant assignment and conveyance agreement with Mont-Saic, pursuant

to which the Company allows Mont-Saic to acquire 33 % of the outstanding common stock shares of the Company on a fully-diluted basis for

no consideration.

The allocated value of the warrant amounted to $ 1,492,188 was reflected as additional paid-in capital during the year

ended April 30, 2020.

were 813,786 shares of common stock that were issuable under this agreement and as of April 30, 2020, none of the shares had been issued.

As of April 30, 2021, 121,656 shares have been issued and the remaining 692,130 were issued as of April 30, 2022.

February 2, 2022, the Company authorized the issuance of 590,327 shares of common stock as partial consideration for the acquisition

of Gameface (see Note 5).

The fair value of the total shares of common stock to be issued related to the acquisition was $ 9,700,000 .

As of April 30, 2022, none of the shares had been issued due to there being an issue with the transfer agent.

The shares were issued

in September 2022.

Refer to Note 18 for more details.

February 22, the Company authorized the issuance of 2,537,969 shares of common stock as partial consideration for the acquisition of

PlaySight (see Note 5).

The fair value of the total shares of common stock to be issued related to the acquisition was $ 39,950,000 .

of April 30, 2022, none of the shares had been issued due to there being an issue with the transfer agent.

The shares were issued in

September 2022.

Refer to Note 18 for more details.

Issued for Compensation

February 9, 2021, the Company issued 600,000 warrants to key employees and officers of the Company as a performance bonus.

have an exercise price of $ 0.001 per share for non-U.S.

warrant holders ( 150,000 warrants) and an exercise price of $ 3.94 , which is equal

to the closing price of the Company’s common stock on the grant date, for U.S.

warrant holders.

The warrants were valued using

a Monte Carlo simulation with the key inputs as of 4/30/20 being the executives’ three-year agreement term, the Company’s

$ 100 million market capitalization threshold being achieved, a risk free rate of 0.76 %, and a stock price volatility of 63 % because the

warrant grant was contingent on a market condition being achieved.

The Company recognized $ 70,997 of share-based compensation related

to these awards during the year ended April 30, 2021.

February 2, 2022, in connection with the Gameface acquisition the Company issued warrants to purchase up to 478,225 shares of common

stock of the Company.

September 28, 2022, the Company issued 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.

The exercise price

of the Warrants was reset in January 2023 to $ 0.221 per share.

January 6, 2023, the Company entered into a loan and security agreement (the “Loan and Security Agreement”) with 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”) at 4.33 % interest

per annum unless in default, 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”).

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 to the Company under the Note

which occurred on February 2, 2023.

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”).

following represents a summary of the warrants:

SCHEDULE OF WARRANTS ISSUED, EXERCISED AND EXPIRED

Year Ended April 30, 2023

Year Ended April 30, 2022

Beginning balance

Ending balance

Intrinsic value of warrants

Weighted Average Remaining Contractual Life (Years)

of April 30, 2023, 71,698,014 warrants are vested.

COMMITMENTS AND CONTINGENCIES

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Contingencies

connection with the Gameface acquisition on February 2, 2022, the Company agreed to earn-out consideration of up to 100,000 shares of

the Company’s common stock with a fair value of $ 1,334,000 which is included as a current liability on the Company’s consolidated

balance sheet as of April 30, 2022.

Issuance of the earn-out shares is subject to the fulfillment of certain milestones.

SPORTS TECHNOLOGIES INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

connection with the PlaySight acquisition on February 22, 2022, the Company agreed to earn-out consideration of up to 514,286 shares

of the Company’s common stock with a fair value of $ 4,847,000 .

Issuance of the earn-out shares is based on PlaySight’s annual

recurring revenue at December 31, 2022.

As a result of the Company’s decision to dispose of PlaySight, the earnout condition has

not been met and will not be met.

Accordingly, the Company wrote off the contingent consideration of $ 4,847,000 as of April 30, 2022.

The Company recorded the write off as a gain on the change in fair value of contingent consideration.

connection with the Gameface acquisition on February 2, 2022, the Company agreed to earn-out consideration of common shares of the Company’s

common stock with a fair value of $ 1,334,000 which is included as a current liability on the Company’s consolidated balance sheet

as of January 31, 2023 and April 30, 2022.

The Company issued 598,396 common shares to the former Gameface shareholders in June 2022.

The balance of the contingent consideration as of April 30, 2023 is $ 418,455 .

time to time, the Company may become involved in legal proceedings arising in the ordinary course of business.

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Company’s business or financial statements.

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).

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.

pursuant to Listing Rule 5810(c)(2)(A), the Corporate Governance Deficiencies serve as an additional and separate basis for delisting

and the Company.

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.

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.

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).

March 30, 2023, the Company had its hearing with the Nasdaq.

April 12, 2023, Nasdaq notified the Company that the Panel had granted the Company’s request for continued listing on the Nasdaq

had been granted subject to the following:

On or before May 31, 2023, the Company shall file the delinquent Form 10-K for the year ended April 30, 2022, with the SEC;

On or before June 30, 2023, the Company shall file all delinquent Forms 10-Q with the SEC;

On or before July 15th, the Company will demonstrate compliance with Listing Rules 5605(b)(1), 5605(c)(2) and 5605(d)(2) (majority independent

director, audit committee and compensation committee composition requirements).

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, which it did.

April 26, 2023, Nasdaq notified the Company that the Panel had granted the Company’s request to regain compliance with the Bid

Price Rule by October 9, 2023.

June 29, 2023, the Company received an extension until July 25, 2023 to file their delinquent 10-Q’s for the fiscal year ending

April 30, 2023.

July 26, 2023, the Company received a letter from the Listing Qualifications Department of Nasdaq indicating that the Company’s

stockholders’ equity as reported in its Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2023 did not satisfy

the continued listing requirement under Nasdaq Listing Rule 5550(b)(1), which requires that a listed company’s stockholders’

equity be at least $ 2.5 million (the “Minimum Stockholders’ Equity Requirement”).

As reported in its Form 10-Q for

the period ended January 31, 2023, the Company’s stockholders’ equity as of January 31, 2023 was approximately $( 11.7 ) million.

In addition, the Company did not meet the alternatives of listed securities or net income from continuing operations as of the date of

The Nasdaq has given the Company until January 22, 2024 to regain compliance with the Minimum Stockholders’

Equity Requirement and net income from continuing operations requirement.

Company offers no assurance that it will regain compliance with the Bid Price Rule, the Minimum Stockholders’ Equity Requirement and/or any other delinquency in a timely manner.

Company does business in the US through its subsidiaries Slinger Bag Inc.

5 unchanged sentences

deferred tax assets from operations in the US, using an effective tax rate of 21 %, consisted of the following:

OF NET DEFERRED TAX ASSETS

SCHEDULE OF NET DEFERRED TAX ASSETS

Deferred tax assets:

1 unchanged sentence

Stock options

Accrued payroll

Capital loss carryforward/Disposal

Related party accruals

15 unchanged sentences

Related party accruals

Start-up costs

Stock options

Interest expense

3 unchanged sentences

Accrued legal

Loss on extinguishment of debt

Loss on sale of capital assets

Accrued payroll

Gain on change in fair value of derivatives

Change in fair value of derivatives

( 1,298,000 )

1 unchanged sentence

Total income tax provision

SPORTS TECHNOLOGIES INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

Company had net operating loss carryforwards of $ 17,038,000 and $ 12,366,000 as of April 30, 2023 and 2022, respectively, which may be

15 unchanged sentences

deferred tax assets from operations in Israel, using an effective tax rate of 23 %, consisted of the following:

OF NET DEFERRED TAX ASSETS

SCHEDULE OF NET DEFERRED TAX ASSETS

Deferred tax assets:

6 unchanged sentences

23 % due to the following for the years ended April 30, 2023 and 2022:

OF INCOME TAX PROVISION

SCHEDULE OF INCOME TAX PROVISION

Income tax provision (benefit) based on book income (loss) at Israeli statutory rate

Research and development costs

Start-up costs

Valuation allowance

Loss carryforward

Total income tax provision

Company had net operating loss carryforwards of approximately 1,020,000 and $ 774,000 as of April 30, 2022 and 2021, respectively, which

may be available to be used to offset future taxable income in Israel.

All of the Company’s tax years since inception are open

for examination.

Company had net operating loss carryforwards of approximately $ 1,049,000 and $ 1,020,000 as of April 30, 2023 and 2022, respectively,

which may be available to be used to offset future taxable income in Israel.

All of the Company’s tax years since inception are

open for examination.

Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense.

1 unchanged sentence

penalties recognized in the accompanying consolidated statements of comprehensive loss for the years ended April 30, 2023 and 2022.

segments for our continuing operations are components of the Company that combine similar business activities, with activities group

to facilitate the evaluation of business units and allocation of resources by the Company’s board and management.

As of April 30,

2022, the Company had two reportable segments:

- Production and manufacturing of the Slinger Bag Launcher, marketed to regular tennis players who do not have regular access to

state-of-the-art facilities

- Subscription-based technology such as automated production and live streaming, video replay, pro level coaching tools, live and

on-demand sports channel, data analytics, and facilities management systems

SPORTS TECHNOLOGIES INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

results of each segment are regularly reviewed by the Company’s Chief Executive Officer, who is the Company’s chief operating

decision maker, to assess the performance of the segment and make decisions regarding the allocation of resources.

The Company’s

chief operating decision maker uses revenue and EBITDA as measures of segment performance.

The accounting policies of each segment are

the same as those set out under the summary of significant account policies in Note 3.

There are no intersegment sales or transfers.

below table represents revenues and profit or loss by each operating segment for the years ended April 30, 2022 and 2021:

SCHEDULE OF REVENUES AND PROFIT LOSS

OPERATING SEGMENT

Total Net Revenues

Profit or (Loss)

$ ( 46,309,228 )

$ ( 18,594,760 )

( 5,464,424 )

Total Profit or (Loss)

$ ( 51,773,652 )

$ ( 18,594,760 )

chief operating decision maker does not receive asset information by segment as the Company does not have this information as discrete

financial data, and as such, this information is not included.

assigned to the Technology segment as of April 30, 2022 was $ 32,643,193 .

There was no goodwill assigned to the Technology segment as

of April 30, 2021.

Intangibles assigned to the Technology segment as of April 30, 2022 were $ 24,209,442 .

There were no intangible assets

assigned to the Technology segment as of April 30, 2021.

Company did not have any goodwill assigned to the Equipment segment as of April 30, 2022 and 2021.

Intangible assets, net assigned to

the Equipment segment as of April 30, 2022 and 2021, was $ 107,060 and $ 112,853 , respectively.

and intangible assets related to Foundation Sports that was part of the Technology segment were fully impaired on April 30, 2022.

SUBSEQUENT EVENTS

May 16, 2022, the Company redomiciled from Nevada to Delaware and changed name from Slinger Bag Inc.

to Connexa Sports Technologies Inc.

June 14, 2022, the Company registered their common shares on Form 8-A pursuant to Section 12(b) of the Securities Act of 1933, as amended

and effected a 1-10 reverse split .

June 15, 2022, the Company finalized a Nasdaq Uplist and the registration statement on Form S-1 was declared effective.

June 29, 2022, Jason Seifert, CFO resigned.

July 29, 2022, the Company entered into two merchant cash advance agreements.

The details of the merchant cash advance agreements are

Company entered into an agreement (the “UFS Agreement”) with Unique Funding Solutions LLC (“UFS”) pursuant to

which the Company sold $ 1,124,250 in future receivables (the “UFS Receivables Purchased Amount”) to UFS in exchange for payment

to the Company of $ 750,000 in cash less fees of $ 60,000 .

The Company has agreed to pay UFS $ 13,491 each week for the next three weeks

and thereafter $ 44,970 per week until the UFS Receivables Purchased Amount is paid in full;

provided, however that if the Company makes

payment of an aggregate amount of $ 855,000 to UFS within 45 days of July 29, 2022, then the UFS Receivables Purchased Amount shall be

reduced from $ 1,124,250 to $ 855,000 and the Company will have no further obligations under the UFS Agreement.

SPORTS TECHNOLOGIES INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

order to secure payment and performance of the Company’s obligations to UFS under the UFS Agreement, the Company granted to UFS

a security interest in the following collateral:

all accounts receivable and all proceeds as such term is defined by Article 9 of the

The Company also agreed not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to

any of such collateral.

Company entered into an agreement (the “Cedar Agreement”) with Cedar Advance LLC (“Cedar”) pursuant to which

the Company sold $ 1,124,250 in future receivables (the “Cedar Receivables Purchased Amount”) to Cedar in exchange for payment

to the Company of $ 750,000 in cash less fees of $ 60,000 .

The Company has agreed to pay Cedar $ 13,491 each week for the next three weeks

and thereafter $ 44,970 per week until the Cedar Receivables Purchased Amount is paid in full;

provided, however that if the Company makes

payment of an aggregate amount of $ 855,000 to Cedar within 45 days of July 29, 2022, then the Cedar Receivables Purchased Amount shall

be reduced from $ 1,124,250 to $ 855,000 and the Company will have no further obligations under the Cedar Agreement.

order to secure payment and performance of the Company’s obligations to Cedar under the Cedar Agreement, the Company granted to

Cedar a security interest in the following collateral:

all accounts, including without limitation, all deposit accounts, accounts receivable

and other receivables, chattel paper, documents, equipment, instruments and inventory as those terms are defined by Article 9 of the

The Company also agreed not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to

any of such collateral.

May 1, 2022, the Company has issued an aggregate of 6,063,145 shares of its common stock consisting of the following:

June 15, 2022, the Company issued 4,389,469 shares of common stock to the Convertible Noteholders upon conversion of convertible

June 15, 2022, the Company issued 1,048,750 shares to investors who participated in the Company’s Nasdaq uplist round.

June 27, 2022, the Company issued 25,000 shares of common stock to Gabriel Goldman for consulting services performed in the first

quarter of calendar 2022.

Gabriel Goldman became a director of the Company on June 15, 2022.

June 27, 2022, the Company issued 598,396 shares of common stock to the former Gameface shareholders in connection with the purchase

August 25, 2022, the Company issued 300,000 shares of common stock to Midcity Capital Ltd (“Midcity”) pursuant to a cashless

conversion of warrants Midcity received from its warrant agreement with the Company dated March 2020.

September 28, 2022, the Company entered into a securities purchase agreement with a single institutional investor for the issuance of

1,018,510 shares of common stock and pre-funded warrants to purchase an aggregate of 11,802,002 shares of common stock.

to the Company were $ 4,549,882 .

the disposal of Foundation Sports and PlaySight in November 2022 and December 2022, the Company has ceased reporting two segments.

Company now only operates in the equipment segment.

For previous segment reporting we refer you to our previously filed Annual Report

on Form 10-K filed May 17, 2023.

DISCONTINUED OPERATIONS

November 27, 2022, the Company entered into a share purchase agreement (the “Agreement”) with PlaySight, Chen Shachar and

12 unchanged sentences

a reserve for the investment at the full amount of $ 500,000 .

SPORTS TECHNOLOGIES INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

January 6, 2023, the Company entered into a loan and security agreement (the “Loan and Security Agreement”) with 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”).

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.

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.

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.

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

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

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.

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.

Company accounted for these sales as a disposal of a business under ASC 205-20-50-1(a).

The Company had reclassified the operations of

PlaySight and Foundation Sports as discontinued operations as the disposal represents a strategic shift that will have a major effect

on the Company’s operations and financial results.

Under ASC 855-10-55, the Company has reflected the reclassification of assets

and liabilities of these entities as held for sale and the operations as discontinued operations as of and for the year ended April 30,

2022 as well as for the period May 1, 2022 through the date of disposal for each company.

As a result of this reclassification, the Company

identified the following assets and liabilities that were reclassified from continuing operations to discontinued operations as they

are discontinued.

assets as of April 30, 2022 – Discontinued Operations:

SCHEDULE OF DISCONTINUED OPERATIONS

April 30, 2022

Cash and restricted cash

Accounts receivable

Right of use asset – operating leases

Prepaid expenses

Current Asset

assets as of April 30, 2022 – Discontinued Operations:

April 30, 2022

Property and equipment, net

Intangible assets, net

Contract assets, net of current portion

Finished products used in operations, net

Non-current Asset

liabilities as of April 30, 2022 – Discontinued Operations:

April 30, 2022

Accounts payable and accrued expenses

Lease liability – operating leases

Contract liabilities

Current Liabilities

liabilities as of April 30, 2022 – Discontinued Operations:

April 30, 2022

Contract liabilities, net of current portion

Non-Current Liabilities

Company reclassified the following operations to discontinued operations for the years ended April 30, 2023 and 2022, respectively.

Operating expenses

Other (income) loss

Net loss from discontinued operations

$ ( 4,461,968 )

$ ( 5,247,677 )

following represents the calculation of the loss on disposal of PlaySight and Foundation Sports:

SCHEDULE OF CALCULATION OF THE LOSS ON DISPOSAL

Note receivable

Cash and restricted cash

Accounts receivable

Prepaid expenses

Finished products used in operations

( 4,117,986 )

Contract assets

Right of use asset

( 25,862,000 )

Property and equipment

Intangible assets

( 18,576,475 )

Contract liabilities

Lease liabilities

Accounts payable and accrued expenses

Loss on disposal of discontinued operations

$ ( 41,413,892 )

SUBSEQUENT EVENTS

May 1, 2023 through the date hereof, the Company issued 8,830,374 shares of common stock to ambassadors under their agreements ( 7,500 ),

to vendors in settlement of accounts payable ( 2,700,000 ), for settlement with former owners of FSS ( 54,000 ), for the exercise of warrants

( 2,321,658 ) and to satisfy the profit guarantee on a note ( 3,747,216 ).

June 8, 2023, the Company entered into a merchant cash advance agreement with Meged Funding Group (“Meged”) pursuant to which

the Company sold $ 315,689 in future receivables to Meged (the “Meged Receivables Purchased Amount”) to in exchange for

payment to the Company of $ 210,600 in cash less fees of $ 10,580 .

The Company has agreed to pay Meged $ 17,538 each week until the Meged

Receivables Purchased Amount is paid in full.

August 7, 2023, the Company entered into an agreement with UFS (the “UFS Agreement”) pursuant to which the Company sold $ 797,500

in future receivables (the “UFS Second Receivables Purchased Amount”) to UFS in exchange for payment to the Company of $ 550,000

in cash less fees of $ 50,000 .

The Company has agreed to pay UFS $ 30,000 each week until the UFS Second Receivables Purchased Amount is

paid in full.

order to secure payment and performance of the Company’s obligations to UFS under the UFS Agreement, the Company granted to UFS

a security interest in the following collateral:

all accounts receivable and all proceeds as such term is defined by Article 9 of the

The Company also agreed not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to

any of such collateral.

On September 13, the Company held a special meeting

of stockholders in which the following items were approved:

(i) the issuance of (i) 1,018,510 shares of the our common stock, par value

$ 0.001 per share, that were issued on October 3, 2022, and, (ii) 11,802,002 shares of our common stock issuable upon exercise of Pre-Funded

Warrants at an exercise price of $ 0.00001 per share, (iii) 12,820,512 shares of common stock issuable upon the exercise of 5 -Year Warrants

at an exercise price of $ 0.39 per share, (iv) 25,641,024 shares of common stock issuable upon the exercise of 7.5 Year Warrants at an

exercise price of $ 0.43 per share and (v) 18,099,548 shares of our common stock issuable upon the exercise of 5.5 Year Warrants at an

at an exercise price per share equal to $ 0.221 per share to Armistice Capital Master Fund Ltd and (ii) a reverse stock split of our common

stock within a range of one (1)-for-ten (10) to one (1)-for-forty (40) (“Reverse Stock Split”), with the Board of Directors

of the Company to set the specific ratio and determine the date for the reverse split to be effective and any other action deemed necessary

to effectuate the Reverse Stock Split, without further approval or authorization of stockholders, at any time within 12 months of the

special meeting date.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data