What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-09-14 compared with 2023-05-17 · 239 added, 343 removed, 444 unchanged (57% of the section changed)

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was not effective as of April 30, 2023 due to the following material weaknesses that were identified:

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

Further, the Company lacks an independent

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

Further, the Company lacked an independent

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

The Company lacked a chief financial officer and personnel with experience and expertise in public company accounting

and internal control over financial reporting.

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

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OTHER INFORMATION

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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Chief Executive Officer, Treasurer and Director

Chief Business Integration Officer

Operating Officer

Marketing Officer

Innovation Officer and Director

McKeown, our former chief business integration officer, resigned in January 2023, and Tom Dye’s employment agreement terminated

on April 30, 2023 but both continue to provide service to the Company as outside consultants.

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

Gabriel Goldman was a member of the Company’s Nominating and Corporate Governance Committee.

Neither Gabriel nor

Rohit advised the Company of any disagreement with the Company on any matter relating to its operations, policies or practices.

July 14, 2023, Mssrs.

Crummey and Rapson joined the Company’s board of directors.

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

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

History of Paul McKeown

Paul McKeow n joined the Company in the summer

of 2019 as a consultant and in April 2020 was appointed Chief Business Integration Officer of Slinger Bag, through January 2023 when Mr.

McKeown resigned.

Holding a Chartered Professional Accountant designation (CPA-CMA) in Canada, Mr.

McKeown has 40+ years’ experience

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

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

IT and operations functions.

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

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

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

“hard goods” equipment supplier in the world.

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

McKeown led the finance and operations integration teams for Canada, Latin America, and Asia.

As a result, Paul was appointed

Director of Process Integration & Development for North America of Amer Sports.

A key initiative under his leadership was transition

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

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

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

in financial performance and business control.

Spring 2018, he retired from active service and began a consulting career with focus on financial/IT processes until he joined Slinger

Bag in the summer of 2019.

History of Tom Dye

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and Parasonic Ltd.

Professional History of Kirk Taylor

Kirk is the Chief Financial Officer of American Resources Corporation where

he conducts all tax and financial accounting roles of the organization, and has substantial experience in tax credit analysis and financial

Kirk’s main focus over his 13 years in public accounting had been the auditing, tax compliance, financial modeling and

reporting on complex real estate and business transactions utilizing numerous federal and state tax credit and incentive programs.

to joining American Resources Corporation, Kirk was Chief Financial Officer of Quest Energy, Inc., ARC’s wholly-owned subsidiary.

History of Kirk Taylor

is the Chief Financial Officer of American Resources Corporation where he conducts all tax and financial accounting roles of the organization,

and has substantial experience in tax credit analysis and financial structure.

Kirk’s main focus over his 13 years in public accounting

had been the auditing, tax compliance, financial modeling and reporting on complex real estate and business transactions utilizing numerous

federal and state tax credit and incentive programs.

Prior to joining American Resources Corporation, Kirk was Chief Financial Officer

of Quest Energy, Inc., ARC’s wholly-owned subsidiary.

Prior to joining Quest Energy in 2015, he was a Manager at K.B.

Parrish & Co.

LLP where he worked since 2014.

Prior to that, he worked

at Katz Sapper Miller since 2012 as Manager.

In addition, Kirk is an instructor for the CPA examination and has spoken at several training

and industry conferences.

He received a BS in Accounting and a BS in Finance from the Kelley School of Business at Indiana University,

Bloomington Indiana and is currently completing his Masters of Business Administration from the University of Saint Francis at Fort Wayne,

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

Kirk does not have any family relationships with any of the Company’s directors or executive officers.

There are no arrangements

or understandings between Kirk and any other persons pursuant to which he was selected as an officer.

He has no direct or indirect material

interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Prior to that, he worked at Katz Sapper Miller since 2012 as Manager.

In addition, Kirk is an instructor

for the CPA examination and has spoken at several training and industry conferences.

He received a BS in Accounting and a BS in Finance

from the Kelley School of Business at Indiana University, Bloomington Indiana and is currently completing his Masters of Business Administration

from the University of Saint Francis at Fort Wayne, Indiana.

Kirk serves his community in various ways including as the board treasurer

for a community development corporation in Indianapolis, Indiana.

Kirk does not have any family relationships with any of the Company’s

directors or executive officers.

There are no arrangements or understandings between Kirk and any other persons pursuant to which he

was selected as an officer.

He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item

404(a) of Regulation S-K.

History of Stephen Crummey

has served as the senior vice president of Investor Relations at NuEra Capital Corporation since August 2022.

Previously, Stephen was

(i) a partner in Covid Rapid Exam from January 2021 to September 2022, (ii) an advisor to IdentifySensors Biologics from September 2021

through August 2022, (iii) an advisor to Cmind AI from 2019 to April 2021 and (iv) chairman of CyVision Technologies, Inc.

2017 through March 2021.

Stephen does not have any family relationships with any of the Company’s directors or executive officers.

There are no arrangements or understandings between Stephen and any other persons pursuant to which he was selected as an officer.

has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

History of Rodney Rapson

Rapson has served as the chief executive officer of Inspiretek Pty Ltd since November 2022, managing director of PlaySight Europe from

January 2027 through January 2022 and managed Base Tennis Academy from September 2010 through December 2022.

Rodney does not have any

family relationships with any of the Company’s directors or executive officers.

There are no arrangements or understandings between

Rodney and any other persons pursuant to which he was selected as an officer.

He has no direct or indirect material interest in any transaction

required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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

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

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

listing requirements of the NASDAQ Global Market.

The NASDAQ independence definition includes a series of objective tests, such as that

the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family

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

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

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

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

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

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

us and our management.

LEGAL PROCEEDINGS

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

of his ability or integrity during the past ten years.

than our officers and director, we currently have two other persons who became in February 2022 what we consider to be significant employees:

Jalaluddin Shaik, President of Gameface.

Shaik founded and became the chief executive officer of Gameface in 2017.

Prior to founding Gameface, Mr.

Shaik led product teams at

some of the world’s biggest brands, including Telstra, Sony, and Apple.

While at Telstra, Shaik led the creation of the Telstra

video streaming platform ‘Presto’, that reaches over 10M Australians.

In addition to his role at Telstra, Shaik was the design

lead on the Apple airplay technology integration to 80% of Tier1 Audio OEM (Original Equipment Manufacturers) such as Denon, Bose, Pioneer,

Yamaha, leading a team of 30 engineers.

Previously (2003-2010), Shaik built and deployed various end to end video decoding solutions

at Sony and Intel.

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

COMMITTEE AND CONFLICTS OF INTEREST

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

such committees are performed by our directors.

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

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

The Board is of the opinion that such

committees are not necessary since the Company is an early development stage company and has only one director, and to date, such director

has been performing the functions of such committees.

Thus, there is a potential conflict of interest in that our directors and officers

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

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

Other than as

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

issues related to the matters described under “Certain Relationships and Related Transactions.”

16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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

Accordingly, our officers, directors and principal shareholders

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

non-employee director will receive shares of common stock valued at $50,000, based on the closing price of our common stock on the anniversary

date each non-employee director was appointed to the Board.

In the event, a director should resign from the Board mid-year, such director

would receive a pro rata issuance of common stock at their anniversary date based on the number of days of service since their prior

anniversary date.

No fractional shares will be issued to non-employee director, and any calculation resulting in a fractional share will

be rounded up to the next whole share.

effectiveness of the registration statement of which this prospectus forms a part, our Board will be composed of a majority of “independent

directors” as defined under the rules of Nasdaq.

We use the definition of “independence” applied by Nasdaq to make

this determination.

Nasdaq Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer

or employee of the company or any other individual having a relationship which, in the opinion of the Company’s Board, would interfere

with the exercise of independent judgment in carrying out the responsibilities of a director.

The Nasdaq listing rules provide that a

director cannot be considered independent if:

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

director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of

twelve (12) consecutive months within the three (3) years preceding the independence determination (subject to certain exemptions,

including, among other things, compensation for Board or Board committee service);

director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to

which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed

5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exemptions);

director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three

(3) years, any of the executive officers of the company served on the compensation committee of such other entity;

director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the

past three (3) years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

such definitions, our Board has undertaken a review of the independence of each director nominee.

Based on information provided by each

director concerning his or her background, employment and affiliations, our Board has determined that each of Kirk P.

Taylor, Rohit Krishnan,

and Gabriel Goldman, when appointed to the Board, will be independent directors of the Company.

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

audit committee;

compensation committee;

and nominating and governance committee.

Our Board of Directors has adopted written charters for each of these

committees, with such charters being effective upon effectiveness of the registration statement of which this prospectus forms a part.

Upon completion of this offering, copies of the charters will be available on our website.

Our Board of Directors may establish other

committees as it deems necessary or appropriate from time to time.

audit committee will be responsible for, among other matters:

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

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

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

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

the financial reporting process and discussing with management and our independent registered public accounting firm the interim

and annual financial statements that we file with the SEC;

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

requirements;

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

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

and approving related-person transactions.

Taylor, who satisfies the “independence” requirements of Rule 10A-3 under

the Exchange Act and Nasdaq’s rules, will serve on our audit committee upon their appointment to the board, with Mr.

Taylor serving

as the chairman.

Our board has determined that Mr.

Taylor qualify as “audit committee financial experts.”

compensation committee will be responsible for, among other matters:

key employee compensation goals, policies, plans and programs;

and approving the compensation of our directors and executive officers;

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

and overseeing any compensation consultants or advisors.

There are currently

no independent directors on the compensation committee.

board of directors is currently composed of five members.

With the exception of Mike Ballardie

and Yonah Kalfa, we have determined that all of the directors are independent as such term is defined under The Nasdaq Stock Market Rules

(the “Nasdaq Rules”).

We have also determined that as a result of being employed as executive officers, Mssrs.

Ballardie and

Kalfa are not independent under the Nasdaq Rules.

The following table identifies the independent and

non-independent current board and committee members:

OF THE BOARD OF DIRECTORS

has the primary responsibility for the financial statements and the reporting process, including the system of internal controls.

Audit Committee reviews the Company’s financial reporting process on behalf of the Board and administers our engagement of the

independent registered public accounting firm.

The Audit Committee meets with the independent registered public accounting firm, with

and without management present, to discuss the results of its examinations, the evaluations of our internal controls, and the overall

quality of our financial reporting.

Taylor, Stephen Crummey and Rodney Rapson who each satisfies the “independence”

requirements of Rule 10A-3 under the Exchange Act and Nasdaq’s rules, serve on our audit committee.

Committee Financial Expert

have determined that Kirk Taylor is qualified as an Audit Committee Financial Expert, as that term is defined under the rules of the

SEC and in compliance with the Sarbanes-Oxley Act of 2002.

function of the Compensation Committee is to determine the compensation of our executive officers.

The Compensation Committee has the

power to set performance targets for determining periodic bonuses payable to executive officers and may review and make recommendations

with respect to shareholder proposals related to compensation matters.

Additionally, the Compensation Committee is responsible for administering

the 2020 Global Incentive Plan.

Rodney Rapson is the sole independent director on the compensation committee.

and Corporate Governance Committee

purpose of the nominating and corporate governance committee is to assist the Board in identifying qualified individuals to become Board

members, in determining the composition of the Board and in monitoring the process to assess Board effectiveness.

Taylor, who satisfies the “independence” requirements of Nasdaq’s rules, will serve on

our compensation committee upon their appointment to the board, with Mr.

Goldman serving as the chairman.

responsibilities of the Nominating and Corporate Governance Committee include the identification of individuals qualified to become Board

members, the selection of nominees to stand for election as directors, the oversight of the selection and composition of committees of

the Board, establishing procedures for the nomination process including procedures, oversight of possible conflicts of interests involving

the Board and its members, developing corporate governance principles, and the oversight of the evaluations of the Board and management.

The Nominating and Corporate Governance Committee has not established a policy with regard to the consideration of any candidates recommended

by shareholders.

If we receive any shareholder recommended nominations, the Corporate Governance Committee will carefully review the

recommendation(s) and consider such recommendation(s) in good faith.

Taylor and Rodney Rapson who satisfy the “independence” requirements of Nasdaq’s rules, serve on our compensation committee

upon their appointment to the board, with Mr.

Rapson serving as the chairman.

and Committee Meetings in the 2023 Fiscal Year

the 2023 fiscal year, the Board acted by written consent in lieu of having any meetings and there were no committee meetings insofar

as the committees were not established until July 2023, which was after the 2023 fiscal year had ended.

we do not have a formal policy on diversity, our Board considers diversity to include the skill set, background, reputation, type and

length of business experience of our Board members as well as a particular nominee’s contributions to that mix.

Our Board believes

that diversity brings a variety of ideas, judgments and considerations that benefit the Company and its shareholders.

Although there

are many other factors, the Board seeks individuals with experience on public company boards or the investment community, experience

on operating growing businesses, and experience with online universities.

Section 16(a)

Beneficial Ownership Reporting Compliance

16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of our common stock to file initial

reports of ownership and changes in ownership of our common stock and other equity securities with the SEC.

These individuals are required

by the regulations of the SEC to furnish us with copies of all Section 16(a) forms they file.

Due to administrative error, the required

forms were filed prior to the date hereof, but not prior to the deadline for such forms due to an administrative error.

non-employee director will receive 150,000 shares of common stock on the anniversary date each non-employee director was appointed to the Board.

In the event, a director should resign from the Board

mid-year, such director would receive a pro rata issuance of common stock at their anniversary date based on the number of days of

service since their prior anniversary date.

No fractional shares will be issued to non-employee director, and any calculation

resulting in a fractional share will be rounded up to the next whole share.

Goldman and Krishnan did not receive any compensation for or in respect of the period during which they served

as directors of the Company.

COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

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officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions.

LEGAL PROCEEDINGS

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

of his ability or integrity during the past ten years.

than our officers and directors, we currently have one other person who became in February 2022 what we consider to be a significant

Shaik, President of Gameface.

Shaik founded and became the chief executive officer of Gameface in 2017.

Prior to founding Gameface, Mr.

Shaik led product teams at

some of the world’s biggest brands, including Telstra, Sony, and Apple.

While at Telstra, Shaik led the creation of the

Telstra video streaming platform ‘Presto’, that reaches over 10M Australians.

In addition to his role at Telstra, Shaik

was the design lead on the Apple airplay technology integration to 80% of Tier1 Audio OEM (Original Equipment Manufacturers) such as

Denon, Bose, Pioneer, Yamaha, leading a team of 30 engineers.

Previously (2003-2010), Shaik built and deployed various end to end

video decoding solutions at Sony and Intel.

Shaik is a graduate of Visvesvaraya Technological University with a bachelors degree

in Computer Science with a major in machine learning.

EXECUTIVE COMPENSATION

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Jason Seifert (7)

Chen Shachar (8)

Evgeni Khazanov (9)

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

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Road, Suite 138, Windsor Mill, MD 21244.

McKeown has served as the Company’s Chief Financial Officer from April 30, 2020 through July 6, 2021 and from July 6, 2021

to-date as the Company’s Chief Business Integration Officer and has an address at 2709 N.

Rolling Road, Suite 138, Windsor

Mill, MD 21244.

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

Rolling Road, Suite

138, Windsor Mill, MD 21244.

McKeown served as the Company’s Chief Financial Officer from April

30, 2020 through July 6, 2021 and from July 6, 2021 to January 31, 2023 as the Company’s Chief Business Integration Officer and

had an address at 2709 N.

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

Dye served as the Company’s Chief Operating Officer from April 30,

2020 through April 30, 2023 and had an address at 2709 N.

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

Radom has served as the Company’s General Counsel since September 16, 2019 and has an address at 2709 N.

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

Shachar served as PlaySight’s Chief Executive Officer from 2012 through February 16, 2022, which was the date on which the

Company consummated its acquisition of PlaySight, and as PlaySight’s president from February 16, 2022 through November 27,

2022 when the Company sold PlaySight and had an address at 6 Hanagar, Hod Hasharon, Israel.

Khazanov has served as PlaySight’s Chief Technology Officer from 2012 through November 27, 2022 when the Company sold PlaySight

and had an address at 6 Hanagar, Hod Hasharon, Israel.

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

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

Pursuant to the service agreement,

Dye serves as our Chief Operating Officer for a period of three years.

Pursuant to the

service agreement, Mr.

Dye served as our Chief Operating Officer for a period of three years.

During the three-year term, Mr.

Dye receives an annual base

salary of $120,000 and a bonus payment at a minimum of 25% of the annual gross base salary.

We agreed to issue Mr.

Dye warrants to purchase

a total of 125,000 shares of common stock to be issued at the time that certain performance goals are met.

The warrants that were to

Dye on April 30, 2020 are exercisable at issuance at an exercise price of $3.00 per share and have an expiration date of April 30,

received an annual base salary of $120,000 and a bonus payment at a minimum of 25% of the annual gross base salary.

Dye warrants to purchase a total of 125,000 shares of common stock to be issued at the time that certain performance goals

The warrants that were to Mr.

Dye on February 9, 2021 are exercisable at issuance at an exercise price of $39.40 per share and

have an expiration date of February 9, 2031.

We also agreed to issue a one-time bonus of 150,000 shares of common stock to Mr.

the value of the Company’s outstanding stock equals $100 million.

The Company will also provide standard indemnification and directors’

and officers’ insurance.

Dye on April 30, 2020 are exercisable at issuance at an exercise price of $3.00 per share and

have an expiration date of April 30, 2030.

The warrants that were to Mr.

Dye on February 9, 2021 are exercisable at issuance at an

exercise price of $39.40 per share and have an expiration date of February 9, 2031.

We also agreed to issue a one-time bonus of

150,000 shares of common stock to Mr.

Dye after the value of the Company’s outstanding stock equals $100 million.

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

The Company may terminate Mr.

Dye’s employment with cause (as defined under the agreement) and without

cause by giving at least 60 days prior written notice.

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

If we terminate Mr.

Dye without cause, all Mr.

Dye’s unvested stock and

option compensation of any nature will vest without any further action, and we will pay two years base salary severance within 30 days

of termination.

In addition, vesting of all unvested common or preferred shares and options and warrants will continue for 12 months

following such termination.

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

30 days prior written notice.

Dye’s unvested stock and option compensation of any nature will vest

without any further action, and we will pay two years base salary severance within 30 days of termination.

In addition, vesting of

all unvested common or preferred shares and options and warrants will continue for 12 months following such termination.

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

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

On July 5, 2021, we entered into a service agreement with our former Chief Business Integration Officer, Paul McKeown.

Pursuant to the service agreement, Mr.

McKeown will serve as our Chief Business Integration Officer for a period of three years.

During the three-year term, Mr.

McKeown receives a base salary at an hourly rate of $150 per hour, up to $12,000 per month unless

otherwise agreed, and an annual performance bonus of at least 30% of the annual gross base salary.

Since 30 April 2023, Mr Dye has operated as a consultant to the company.

On July 5, 2021, we entered into a service agreement with our former Chief Financial Officer, Paul McKeown.

the service agreement, Mr.

McKeown served as our Chief Business Integration Officer until January 31, 2023, when he resigned.

the term of this agreement, Mr.

McKeown received a base salary at an hourly rate of $150 per hour and an annual performance bonus of

at least 30% of the annual gross base salary.

and We also issued Mr.

warrants to purchase 150,000 shares of common stock.

The warrants were exercisable at issuance at an exercise price of $0.01 per

share and have an expiration date of The Company will also provide standard indemnification and directors’ and officers’

The Company may terminate Mr.

McKeown’s employment with cause (as defined under the agreement) and without cause by

giving at least 90 days prior written notice.

If we terminate Mr.

McKeown without cause, all Mr.

McKeown’s unvested stock and

option compensation of any nature will vest without any further action, and we will pay severance of one year base salary within 30

days of termination.

In addition, vesting of all unvested common or preferred shares and options and warrants will continue for 12

months following termination.

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

giving at least 90 days prior written notice.

McKeown is also subject to standard confidentiality and non-competition

McKeown warrants to purchase 150,000 shares of common stock.

warrants were exercisable at issuance at an exercise price of $0.01 per share and have an expiration date of The Company will also provide

standard indemnification and directors’ and officers’ insurance.

McKeown was also subject to standard confidentiality

and non-competition provisions.

Since January 2023, Mr McKeown has operated as a consultant to the Company.

On April 30, 2020, we entered into a service agreement with Nest Consulting Inc., a Delaware corporation, owned by our

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following table sets forth director compensation for the years ended April 30, 2023 and 2022:

Ended April 30

earned or paid in cash ($)

Year Ended April 30

Fees earned or paid in cash ($)

Stock Awards ($)

Mike Ballardie

Stephen Crummey

Rodney Rapson

Company intends to award Mike Ballardie and Kirk Taylor 150,000 shares of common stock as compensation for their service as directors

for the fiscal year ended April 30, 2023, but has not yet done so.

Going forward, the Company intends to issue each director 150,000 shares

of its common stock per annum as compensation for serving as directors.

Options/SAR Grants .

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OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

following table sets forth certain information, as of May 17, 2023, with respect to any person (including any “group”,

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

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

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

following table sets forth certain information, as of September 14, 2023, with respect to any person (including any “group”, as

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

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

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

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

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

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

investment power with respect to securities.

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

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

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

any other person.

Percentages are based on a total of shares of common stock outstanding on May 17, 2023, which

was 13,543,155, and the shares issuable upon exercise of warrants and convertible debt.

The number of common shares used

in computing this percentage is 81,906,241.

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

power with respect to securities.

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

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

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

Percentages are based on a total of shares of common stock outstanding on September 14, 2023, which was 24,148,532, and the shares

issuable upon exercise of warrants and convertible debt, which is 81,906,241.

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

7 unchanged sentences

to debt issuances.

The above officers and directors were granted an aggregate total of 1,125,000.

450,000 and 1,100,000 warrants on April 30, 2020, February 9, 2021 and September 3, 2021, respectively, as compensation and bonuses.

April 30, 2020 warrants have an exercise price of $0.01 per share and the February 9, 2021 warrants have an exercise price of $0.01 per

share for non-U.S.

above officers and directors were granted an aggregate total of 1,125,000.

450,000 and 1,100,000 warrants on April 30, 2020, February

9, 2021 and September 3, 2021, respectively, as compensation and bonuses.

The April 30, 2020 warrants have an exercise price of $0.01

per share and the February 9, 2021 warrants have an exercise price of $0.01 per share for non-U.S.

employees and $39.40 for U.S.

All of the warrants have a contractual life of 10 years from the date of issuance

and are vested immediately upon grant.

Additionally, Yonah Kalfa and Mark Radom have 1,999,470 and 2,603 shares of common stock of the

Company, respectively.

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

Additionally, Yonah Kalfa and Mark Radom have 1,999,470 and 2,603 shares of common stock of the Company, respectively.

authorized for issuance under equity compensation plans.

46 unchanged sentences

10-K are hereby incorporated by reference.

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

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

Merger Agreement dated October 6, 2021, by and among Slinger Bag Inc.

and PlaySight Interactive Ltd.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on October 12, 2021)

Merger Agreement dated October 6, 2021, by and among Slinger Bag Inc., PlaySight Interactive Ltd., and Rohit Krishnan, in his capacity as Shareholders’ Representative (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on October 12, 2021)

Addendum to and Amendment to Agreement for the Merger, dated February 16, 2022, by and among Slinger Bag Inc., PlaySight Interactive Ltd., Rohit Krishnan, in his capacity as Shareholders’ Representative, and SB Merger Sub Ltd.

(Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on February 22, 2022)

Share Purchase Agreement dated September 27, 2021 by and among Slinger Bag Inc., Flixsense Pty Ltd., and selling stockholders of Flixsense Pty Ltd.

(Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on September 27, 2021)

Share Purchase Agreement, dated February 2, 2022 (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on February 8, 2022)

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

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

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

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

Form of Convertible Redeemable Note issued on November 20, 2019 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on March 22, 2020)

Form of Convertible Redeemable Note issued on February 11, 2020 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on March 22, 2020)

Form of 8% Senior Convertible Notes issued on August 6, 2021 (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on August 10, 2021)

Omnibus Amendment Agreement, dated December 31, 2021 (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on January 5, 2022)

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