What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2025-08-13 compared with 2024-07-25 · 875 added, 1227 removed, 173 unchanged (92% of the section changed)

10 unchanged sentences

to differ materially from our historical results and from expectations reflected in forward-looking statements.

Related to Our Business, Operations, and Industry

depend on the strength of our brands.

expect to derive substantially all of our net sales from sales of branded products and services we own, including Slinger and

Gameface (under the Slinger App brand).

The reputation and integrity of our brands are essential to the success of our business.

We believe that our consumers

value the status and reputation of brands we promote, and the superior quality, performance, functionality and durability that our

brands represent.

Building, maintaining and enhancing the status and reputation of our brands’ image is important to expanding

our consumer base.

Our continued success and growth depend on our ability to protect and promote our brands, which, in turn, depends

on factors such as the quality, performance, functionality and durability of our products and services, our communication

activities, including advertising and public relations, and our management of the consumer experience, including direct interfaces

through customer service and warranty repairs.

We may decide to make substantial investments in these areas in order to maintain and

enhance our brand, and such investments may not be successful.

Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements

are dependent on third parties for a significant portion of our revenue through intellectual property licensing agreements, and we may

not realize the expected benefits of such arrangements.

have in the past entered into, and may continue to enter into, licensing arrangements with third parties that we believe will commercialize

our intellectual property and bolster our revenue.

revenue from licensing agreements constituted substantially all of our revenue in the year ended April 30, 2025, and our results of operations

have been, and may continue to be, affected by such arrangements.

Licensing agreements involving our intellectual property are subject

to various risks.

Our licensees may fail to comply with their obligations set out in the respective agreements.

If the licensees generate

insufficient revenue from their operations, they may be unable to meet the minimum payments required under the agreements.

Our licensees

may elect to cease the licensing arrangements due to a change in their strategic focus, the availability of funding, or other external

Termination of any licensing arrangements may result in a reduction in our revenue and the need for replacement arrangements

with other licensees.

licensees have significant discretion in determining the efforts and resources that they will apply to their own operations, potentially

limiting their ability to make the required payments under the licensing

Such licensees may independently develop intellectual

property that could substitute for ours or may partner with competitors offering different technology.

licensees may not properly maintain or defend our intellectual property rights or may use our intellectual property or proprietary information

in a way that gives rise to actual or threatened litigation that could jeopardize or invalidate our intellectual property rights or our

rights over our proprietary information or could expose us to potential liability.

may arise between us and our licensees that interfere with the licensing arrangements or lead to the termination of the licensing agreements.

Such disputes could result in costly litigation or arbitration that diverts management attention and resources.

we expand to new jurisdictions, if we fail to enter into licensing arrangements for a particular territory with a suitable strategic

partner and do not have sufficient funds or local expertise to undertake the necessary commercialization activities ourselves, we may

not be able to generate revenue from that territory.

these and other reasons, we may not achieve the outcomes expected from our licensing arrangements.

These arrangements are subject to

significant business, economic, and competitive uncertainties and contingencies, many of which are difficult to predict and are beyond

We may face operational and financial risks including increases in near- and long-term expenditure, exposure to unknown

liabilities, disruption of our business, and diversion of our management’s time and attention.

Even if we achieve the expected

benefits, we may not be able to do so within the anticipated time frame.

Any of the foregoing could materially adversely affect our business,

financial condition, results of operations, and prospects.

love and marriage market sector, including matchmaking apps, is competitive, with low switching costs and a consistent stream of new

services and entrants, and innovation by competitors may disrupt our business.

love and marriage market sector, including matchmaking apps, is competitive, with a consistent stream of new services and entrants.

of our competitors and the competitors of our licensees may enjoy better competitive positions in certain geographical regions, user

demographics, or other key areas that we or our licensees currently serve or may serve in the future.

These advantages could enable such

competitors to offer services that are more appealing to users and potential users than the services offered by us or our licensees or

to respond more quickly or cost-effectively than us or our licensees to new or changing opportunities.

addition, within the love and marriage market sector generally, costs for consumers to switch between services are low, and consumers

have a propensity to try new approaches to connecting with people and to use multiple services at the same time.

As a result, new services,

entrants, and business models are likely to continue to emerge.

If we or a licensee become established as a dominant player in any particular

market, it is possible that a new service could gain rapid scale at the expense of existing brands by harnessing a new technology, such

as generative AI, or a new or existing distribution channel, creating a new or different approach to connecting people, or some other

We may need to respond by introducing new services or features (for us or for our licensees), and we may not be successful in

If we do not sufficiently innovate to provide new services, or improve upon existing services, that users or prospective users

find appealing, we or our licensees may be unable to continue to attract new users or continue to appeal to existing users.

competitors include larger companies that could devote greater resources to the promotion or marketing of their services, take advantage

of acquisitions or other opportunities more readily, or develop and expand their services more quickly than we or our licensees do.

competitors also include established social media companies that may develop features or services that compete with ours or our licensees’

or operators of mobile operating systems and app stores.

For example, Facebook offers a dating feature on its platform, which it rolled

out globally several years ago and has grown dramatically in size supported by Facebook’s massive worldwide user footprint.

Social media and mobile platform competitors could use strong or dominant positions in one or more markets, coupled with ready access

to existing large pools of potential users and personal information regarding those users, to gain competitive advantages over us or

our licensees, including by offering different features or services that users may prefer or offering their services to users at no charge,

which may enable them to acquire and engage users at the expense of our user growth or engagement.

we are not able to compete effectively against current or future competitors as well as other services that may emerge, or if our decisions

regarding where to focus our investments are not successful in the long term, the size and level of engagement of our user base may decrease,

which could have an adverse effect on our business, financial condition, and results of operations.

If, similarly, our licensees are

unable to compete effectively or are unsuccessful in this regard, the size and level of engagement of their user base may decrease, which

could impact their payments to us and therefore have an adverse effect on our business, financial condition, and results of operations.

limited operating history and geographic reach of YYEM’s brands and services makes it difficult to evaluate our current business

and future prospects.

seek to tailor our services to meet the preferences of specific geographies, demographics, and other communities of users.

given brand or service is generally an iterative process that occurs over a meaningful period of time and involves considerable resources

and expenditure.

The historical growth rate of any brand or service may not be indicative of future growth rates for the brand or service

or for brands and services that we may launch in other jurisdictions.

We may encounter risks and difficulties as we build our brands

and services.

The failure to successfully scale these brands and services and address these risks and difficulties could adversely affect

our business, financial condition, and results of operations.

our licensees fail to add users (or if we fail to do so after developing our own offerings for end users), our revenue, financial results,

and business may be significantly harmed.

financial performance will be significantly determined by our licensees’ success in adding and retaining users of their services

(or our ability to do so if we develop our own offerings for end users).

Currently, the size of our licensees’ user base is impacted

by a number of factors, including competing products and services and global and regional business, macroeconomic, and geopolitical conditions.

people do not perceive our licensees’ services to be useful, the licensees may not be able to attract or retain users.

new generation of users, expectations of matchmaking and dating services change and user behaviors and priorities shift.

we may need to further leverage our existing capabilities or advances in technologies such as artificial intelligence (“AI”)

and those relating to the metaverse, or adopt new technologies, to improve our licensees’ existing services or introduce new services

in order to better satisfy existing users and to expand our licensees’ penetration of what continues to be a large available new-user

However, there can be no assurance that further implementation of technologies such as AI and those relating to the metaverse

will enhance our licensees’ services or be beneficial to our business, and the introduction of new features or services to their

existing services may have unintended consequences for their ecosystem, which could lead to fluctuations in the size of their user base.

our licensees are unable to maintain or increase the size of their user base (or if we are unable to do so), our revenue and other financial

results may be adversely affected.

Furthermore, as the size of our licensees’ user base fluctuates in one or more markets from

time to time, we may become increasingly dependent on our ability to maintain or increase levels of monetization in order to grow our

Any significant decrease in user retention or growth could render our licensees’ services less attractive to users, which

could have a material adverse impact on our business, financial condition, and results of operations.

we develop our own offerings for end users, our growth and profitability will rely, in significant part, on our ability to attract and

retain users through cost-effective marketing efforts.

Any failure in those efforts could adversely affect our business, financial condition,

and results of operations.

and retaining users for any services we develop for end users will involve considerable expenditure for online and offline marketing,

likely requiring higher marketing outlays over time in order to sustain our growth.

This also applies to our licensees, whose success

is a key component of our own.

Evolving consumer behavior can affect the availability of profitable marketing opportunities.

campaigns may diminish in effectiveness as consumers move increasingly online.

Online campaigns may become less fruitful as large tech

platforms, such as Apple and Google, increasingly limit advertisers’ ability to access and use unique advertising identifiers,

cookies, and other information to acquire potential users (such as Apple’s rules regarding the collection and use of identifiers

for advertising, often referred to as IDFA).

To continue to reach potential users and grow our businesses after developing our own offerings

for end users, we will likely be required to identify and devote more of our overall marketing expenditure to newer advertising channels,

such as social media and online video platforms.

We could have less success using these newer advertising channels and methods to identify

potential customers.

There can be no assurance that we will be able to appropriately manage our marketing efforts in response to these

and other trends in the advertising industry.

Any failure to do so could adversely affect our business, financial condition, and results

of operations.

and marketing of, and access to, the online services offered by us and our licensees may rely, in significant part, on a variety of third-party

platforms, in particular, mobile app stores.

If these third parties limit, prohibit, or otherwise interfere with features or services

or change their policies in any material way, it could adversely affect our business, financial condition, and results of operations.

may market and distribute our online services (including our AI matchmaker application) through a variety of third-party distribution

channels, some of which may limit or prohibit advertisements for services such as ours, whether because they decide to launch competing

offerings in the same industry or because they are reacting to poor behavior by other industry participants, or for some other reason.

Furthermore, certain platforms on which we may market our services may not properly monitor or ensure the quality of content located

adjacent to or near our advertisements on such platforms, which could have a negative effect on consumers’ perceptions of our company.

The same issues apply to our licensees’ distribution channels and the platforms on which they may market their services.

these developments could rise to a level where our business, financial condition, and results of operations are adversely affected.

Additionally,

in order to expand our reach, we engage with third-party distributors.

To the extent those third-party distributors fail to comply with

our operating guidelines, we may not be successful in protecting our brand image.

Product defects, product recalls, counterfeit products

and ineffective marketing are among the potential threats to the strength of our brands and to protect our brands’ status we may

need to make substantial expenditures to mitigate the impact of such threats.

if we fail to continue to innovate to ensure that our products are deemed to achieve superior levels of function, quality and design,

or to otherwise be sufficiently distinguishable from our competitors’ products, or if we fail to manage the growth of our on-line

sales in a way that protects the high-end nature of our brands, the value of our brands may be diluted, and we may not be able to maintain

our premium position and pricing or sales volumes, which could adversely affect our financial performance and business.

We believe that

maintaining and enhancing our brands image in new markets where we have limited brand recognition is important to expanding our consumer

If we are unable to maintain or enhance our brands in new markets, then our growth strategy could be adversely affected.

cost of raw materials, labor or freight could lead to an increase in our cost of sales and cause our results of operations to suffer .

costs for raw materials, labor or freight could make our sourcing processes more costly and negatively affect our gross margin and profitability.

Labor costs at our independent manufacturers’ sites have been increasing and it is unlikely that these increases will abate.

and price inflation in our source countries could cause unanticipated price increases, which may be significant.

Such price increases

by our independent manufacturers could be rapid in the absence of manufacturing contracts.

Energy costs have fluctuated dramatically

in the past and may fluctuate in the future.

Rising energy costs may increase our costs of transporting our products for distribution

and the costs of products that we source from independent suppliers.

Further, many of our products are made of materials, such as high

impact plastics, plastic-injected molded parts, and lightweight high tensile strength metals, that are either petroleum-based or require

energy to construct and transport.

Costs for transportation of such materials have been increasing as the price of petroleum increases.

Our independent suppliers and manufacturers may attempt to pass these cost increases on to us, and our relationships with them may be

harmed or lost if we refuse to pay such increases, which could lead to product shortages.

If we pay such increases, we may not be able

to offset them through increases in our pricing and other means, which could adversely affect our ability to maintain our targeted gross

If we attempt to pass the increases on to consumers, our sales may be adversely affected.

international operations involve inherent risks which could result in harm to our business.

of our equipment is manufactured outside of the U.S.

with a large volume of our products being also sold outside of the U.S.

we are subject to the risks generally associated with global trade and doing business abroad, which include foreign laws and regulations,

varying consumer preferences across geographic regions, political unrest, disruptions or delays in cross-border shipments and changes

in economic conditions in countries in which our products are manufactured or where we sell products.

This includes, for example, the

uncertainty surrounding the effect of Brexit, including changes to the legal and regulatory framework that apply to the United Kingdom

and its relationship with the European Union, as well as new and proposed changes affecting tax laws and trade policy in the U.S.

elsewhere as further described in other risks in this section.

presidential administration has indicated a focus on policy reforms

that discourage U.S.

corporations from outsourcing manufacturing and production activities to foreign jurisdictions, including through

tariffs or penalties on goods manufactured outside the U.S., which may require us to change the way we conduct business and adversely

affect our results of operations.

develop products in Israel and our chief marketing officer is located in Israel and, therefore, our business, financial condition and

results of operation may be adversely affected by political, economic and military instability in Israel.

portion of our operations, including product development, is based in Israel.

Our research and development is conducted through our Israeli

subsidiary and our chief marketing officer and chief innovation officer are both located in Israel.

Accordingly, political, economic

and military conditions in Israel directly affect our business.

economic and military conditions in Israel may directly affect our business.

Since the establishment of the State of Israel in 1948,

a number of armed conflicts have taken place between Israel and its neighboring countries, and between Israel and the Hamas and Hezbollah

extremist groups.

In addition, several countries, principally in the Middle East, restrict doing business with Israel, and additional

countries may impose restrictions on doing business with Israel and Israeli companies whether as a result of hostilities in the region

or otherwise.

Any hostilities involving Israel, terrorist activities, political instability or violence in the region or the interruption

or curtailment of trade or transport between Israel and its trading partners could adversely affect our operations and results of operations

and adversely affect the market price of our shares.

commercial insurance does not cover losses that may occur as a result of an event associated with the security situation in the Middle

Although the Israeli government is currently committed to covering the reinstatement value of direct damages that are caused by

terrorist attacks or acts of war, there can be no assurance that this government coverage will be maintained, or if maintained, will

be sufficient to compensate us fully for damages incurred.

Any losses or damages incurred by us could have a material adverse effect

on our business, financial condition and results of operations.

our operations could be disrupted by the obligations of our employees to perform military service.

Our chief marketing officer is subject

to the obligation to perform reserve military duty.

In response to increased tension and hostilities in the region, there have been,

at times, call-ups of military reservists, and it is possible that there will be additional call-ups in the future.

Our operations could

be disrupted by the absence of these employees due to military service.

Such disruption could harm our business and operating results.

uprisings in various countries in the Middle East and North Africa are affecting the political stability of those countries.

Such instability

may lead to deterioration in the political and trade relationships that exist between the State of Israel and these countries.

several countries, principally in the Middle East, restrict doing business with Israel and companies with an Israeli presence, and additional

countries may impose restrictions on doing business with Israel and Israeli companies if hostilities in the region continue or intensify.

Such restrictions may seriously limit our ability to sell our products to customers in those countries.

manufacturing takes place in China and is susceptible to shutdowns and delays caused by the Coronavirus and other diseases and epidemics.

Additionally, we rely on independent manufacturers and suppliers.

at the date hereof, one of our manufacturing facilities is located in southern China.

Following the outbreak of the Coronavirus our manufacturing

facility was shut down for three months, which caused some unforeseen delays in manufacturing and delivery of our products.

there may be further outbreaks of the Coronavirus and other diseases and epidemics, which may cause further delays and shutdowns.

in turn, will negatively affect our revenue and increase our expenses and costs.

do not control our independent manufacturers and suppliers or their labor and other business practices.

Violations of labor, environmental

or other laws by an independent manufacturer or supplier, or divergence of an independent manufacturer’s or supplier’s labor

or other practices from those generally accepted as ethical or appropriate in the U.S., could disrupt the shipments of our products or

draw negative publicity for us, thereby diminishing the value of our brand, reducing demand for our products and adversely affecting

our net income.

Additionally, since we do not manufacture our products, we are subject to risks associated with inventory and product

quality-control.

we have not historically entered into manufacturing contracts with our manufacturers;

instead, we have hired them on an ad hoc basis.

Identifying a suitable manufacturer is an involved process that requires us to become satisfied with the prospective manufacturer’s

quality control, responsiveness and service capabilities, financial stability and labor practices.

While we have business continuity

and contingency plans for alternative sourcing, we may be unable, in the event of a significant disruption in our sourcing, to locate

alternative manufacturers or suppliers of comparable quality at an acceptable price, or at all, which could result in product shortages

or decreases in product quality, and adversely affect our net sales, gross margin, net income, customer relationships and our reputation.

rely heavily on supply chain reliability and predictability and continued disruption in our supply chain could have a material adverse

impact on operations.

rely heavily on supply chain reliability and predictability in producing, transporting and delivering our products.

The COVID-19 pandemic,

Ukraine war, the Israel-Hamas war, inflationary trends, shifts in consumer purchasing patterns, availability of transport, labor shortages

in the shipping, trucking, and warehousing industries, port strikes, infrastructure congestion, equipment shortages and other factors

have all contributed to delivery delays, greater costs and uncertainty in arranging and scheduling transport of our products.

unable to reliably and consistently arrange shipment and storage of our products, we may be unable to ship, deliver and store our products

in which case, we will have to reverse sales and issue refunds to purchasers of our products.

Changes in U.S.

and international trade

policies, including to import tariffs and trade policies and agreements, to address supply chain issues or otherwise could also have

a significant impact on our activities both in the United States and internationally.

Supply chain disruptions, both domestic and international,

have adversely impacted our operations.

Continued disruptions in our supply chain and adverse consequences from aggressive trade policies

could have a material adverse impact on our profitability and financial performance.

face risks associated with operating in international markets.

operate in a global marketplace and international sales growth is a key element of our growth strategy.

We are subject to risks associated

with our international operations, including, but not limited to:

currency exchange rates;

or governmental instability in foreign markets in which we operate or in those countries from which we source our merchandise;

changes in laws, regulatory requirements, taxes or trade laws;

in the cost of transporting goods globally;

of war, terrorist attacks, outbreaks of contagious disease and other events over which we have no control;

in foreign or domestic legal and regulatory requirements resulting in the imposition of new or more onerous trade restrictions, tariffs,

duties, taxes, embargoes, exchange or other government controls.

of these risks could have an adverse impact on our results of operations, financial position or growth strategy.

Furthermore, some of

our international operations are conducted in parts of the world that experience corruption to some degree.

Our employees and wholesalers

could take actions that violate applicable anti-corruption laws or regulations.

Violations of these laws, or allegations of such violations,

could have an adverse impact on our reputation, our results of operations or our financial position.

exchange movements may also negatively affect the relative purchasing power of consumers and their willingness to purchase discretionary

premium goods, such as our products, which would adversely affect our net sales.

We do not currently use the derivative markets to hedge

foreign currency fluctuations.

growth of our business depends on the successful execution of our growth strategy, and our efforts to expand internationally by growing

our e-commerce business.

are focused on developing an integrated Watch, Play and Learn platform under our Connexa brand.

The Platform will bring together our owned offerings

of Gameface and Slinger Bag under the umbrella of the Connexa brand.

We believe our success will in large part depend on our ability

to develop a cohesive platform that integrates elements of performance analysis from each.

We may face difficulties integrating the technology

and offerings from each brand in order create a cohesive business.

For example, users of the Slinger Bag may view us a sporting goods

company and choose not to engage with our technology offerings from the Gameface brand, and users of our Gameface AI app services may

not purchase our ball launchers.

current growth strategy depends on our ability to continue to expand our reach geographically in a number of international regions in

Asia, Europe, North America, Africa and Australia.

This growth strategy is contingent upon our ability to introduce our products to new

The implementation of higher tariffs, quotas or other restrictive trade policies in any international regions in which we seek

to operate could adversely affect our ability to commence new international operations, which could have an adverse impact on our growth

Further, consumer demand behavior, as well as tastes and purchasing trends, may differ in various countries and, as a result,

sales of our products may not be, or may take time to become, successful, and gross margins on those net sales may not be in line with

what we currently experience.

Our ability to execute our international growth strategy, especially where we are not yet established,

depends on our ability to understand regional market demographics, and we may not be able to do so.

we are unable to develop the integrated Watch, Watch, Play and Learn platform and expand our business internationally, our growth strategy

and our financial results could be materially adversely affected.

we are unable to respond effectively to changes in market trends and consumer preferences, our market share, net sales and profitability

could be adversely affected.

success of our business depends on our ability to identify the key product and market trends and bring products to market in a timely

manner that satisfy the current preferences of a broad range of consumers (either by enhancing existing products or by developing new

product offerings).

Consumer preferences differ across and within different parts of the world, and shift over time in response to changing

aesthetics and economic circumstances.

We believe that our success in developing products that are innovative and that meet our consumers’

functional needs is an important factor in our image as a premium brand, and in our ability to charge premium prices.

We may not be able

to anticipate or respond to changes in consumer preferences, and, even if we do anticipate and respond to such changes, we may not be

able to bring to market in a timely manner enhanced or new products that meet these changing preferences.

If we fail to anticipate or

respond to changes in consumer preferences or fail to bring products to market in a timely manner that satisfy new preferences, our market

share and our net sales and profitability could be adversely affected.

may be unable to appeal to new consumers while maintaining the loyalty of our core consumers.

of our growth strategy is to introduce new consumers, including young consumers, to our brands.

If we are unable to attract new consumers,

including young consumers, our business and results of operations may be adversely affected as our core consumers’ age increases

and purchasing frequency decrease.

Initiatives and strategies intended to position our brand to appeal to new and young consumers may

not appeal to our core consumers and may diminish the appeal of our brand to our core consumers, resulting in reduced core consumer loyalty.

If we are unable to successfully appeal to new and young consumers while maintaining our brand’s image with our core consumers,

then our net sales and our brand image may be adversely affected.

business could suffer if we are unable to maintain our website or manage our inventory effectively.

employ a distribution strategy that is heavily dependent upon our website and third-party distributors’ e-commerce websites.

effectiveness of our e-commerce strategy depends on our ability to manage our inventory and our distribution processes effectively so

as to ensure that our products are available in sufficient quantities and thereby prevent lost sales.

If we are not able to maintain

our e-commerce channels, or if we are not able to effectively manage our inventory, we could experience a decline in net sales, as well

as excess inventories for some products and missed opportunities for other products.

In addition, the failure to deliver our products

to customers in accordance with our delivery schedules could damage our relationship with these customers and lead to negative feedback

being posted on e-commerce sites.

Consequently, our net sales, profitability and the implementation of our growth strategy could be adversely

plan to use cash provided by operating activities to fund our expanding business and execute our growth strategy and may require additional

capital, which may not be available to us.

expect our business to rely on net cash provided by our future operating activities as our primary source of liquidity.

our business and execute our growth strategy as planned, we will need to generate significant amounts of cash from operations in

order to purchase inventory, pay personnel, invest in research and development, and pay for the increased costs associated with

operating as a public company.

Operating cash flows have previously been weak and in the year ended April 30, 2023,

we had to significantly curtail operations and dispose of our PlaySight and Foundation Sports operations.

If our business does not generate cash flow from operating

activities sufficient to fund planned activities, and if sufficient funds are not otherwise available to us, we will need to seek

additional capital, through debt or equity financings, to fund our growth.

Conditions in the credit markets (such as availability of

finance and fluctuations in interest rates) may make it difficult for us to obtain such financing on attractive terms or even at

Additional debt financing that we may undertake, may be expensive and might impose on us covenants that restrict our operations

and strategic initiatives, including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our

capital stock, make investments and engage in merger, consolidation and asset sale transactions.

Equity financings may be on terms

that are dilutive or potentially dilutive to our shareholders, and the prices at which new investors would be willing to purchase

our equity securities may be lower than the price per share of our common stock.

The holders of new securities may also have rights,

preferences or privileges that are senior to those of existing holders of common stock.

If new sources of financing are required,

but are unattractive, insufficient or unavailable, then we will be required to modify our growth and operating plans based on

available funding, if any, which would inhibit our growth and could harm our business.

extended supply chain requires long lead times and relies heavily on manufacturers in Asia.

rely heavily on manufacturers in Asia, which requires long lead times to get goods to markets.

The long lead times will require us to

carry extra inventory to avoid out-of-stock scenarios.

In the event of a decline in demand for our products, due to general economic

conditions or other factors, we may be forced to liquidate this extra inventory at lower margins or at a loss.

In addition, consumers’

tastes can change between the time a product is designed and the time it takes to get to market.

If the designs are not popular with

consumers, it could also result in the need to liquidate the inventories at lower margins or at a loss, which would adversely affect

our results of operations.

depend on existing members of management and key employees to implement key elements in our strategy for growth, and the failure to retain

them or to attract appropriately qualified new personnel could affect our ability to implement our growth strategy successfully.

successful implementation of our growth strategy depends in part on our ability to retain our experienced management team and key employees

and on our ability to attract appropriately qualified new personnel.

For instance, our chief executive officer has extensive experience

running branded sporting goods.

The loss of any key member of our management team or other key employees could hinder or delay our ability

to implement our growth strategy effectively.

Further, if we are unable to attract appropriately qualified new personnel, including a

chief financial officer, we may not be successful in implementing our growth strategy.

In either instance, our profitability and financial

performance could be adversely affected.

do not employ traditional advertising channels, and if we fail to adequately market our brand through product introductions and other

means of promotion, our business could be adversely affected.

marketing strategy depends on our ability to promote our brand’s message by using online advertising and social media, and possibly

the use of newspapers and magazines to promote new product introductions in a cost-effective manner.

We do not employ traditional advertising

channels such as billboards, television and radio.

If our marketing efforts are not successful at attracting new consumers and increasing

purchasing frequency by our existing consumers, there may be no cost-effective marketing channels available to us for the promotion of

If we increase our spending on advertising, or initiate spending on traditional advertising, our expenses will rise, and our

advertising efforts may not be successful.

In addition, if we are unable to successfully and cost-effectively employ advertising channels

to promote our brand to new consumers and new markets, our growth strategy may be adversely affected.

rely significantly on information technology to operate our business.

Any significant security breach of our confidential information

of our customers, applications, technology, networks, or other systems critical to our operations, or failure to comply with privacy

and security laws and regulations could damage our reputation, brands and business.

are heavily dependent on information technology systems and networks, including the Internet and third-party services (“Information

Technology Systems”), across our supply chain, including product design, production, forecasting, ordering, manufacturing, transportation,

sales and distribution, as well as for processing financial information for external and internal reporting purposes, operations and

other business activities.

Information Technology Systems are critical to many of our operating activities and our business processes

and they may be negatively impacted by any service interruption or shutdown.

For example, our ability to effectively manage and maintain

our inventory and to ship products to customers on a timely basis depends significantly on the reliability of these Information Technology

We rely on a third party systems provider to manage all our company data and transactions, record our financial transactions

and manage our operations.

The failure of these systems to operate effectively, including as a result of security breaches, viruses,

hackers, malware, natural disasters, vendor business interruptions or other causes, or failure to properly maintain, protect, repair

or upgrade systems, or problems with transitioning to upgraded or replacement systems could cause delays in product fulfillment and reduced

efficiency of our operations, could require additional capital to remediate the problem which may not be sufficient to cover all eventualities,

and may have an adverse effect on our reputation, results of operations and financial condition.

also use Information Technology Systems to process financial information and results of operations for internal reporting purposes and

to comply with regulatory financial reporting, legal and tax requirements.

If Information Technology Systems suffer severe damage, disruption

or shutdown and our business continuity plans, or those of our vendors, do not effectively resolve the issues in a timely manner, we

could experience delays in reporting our financial results, which could result in lost revenues and profits, as well as reputational

Furthermore, we depend on Information Technology Systems and personal data collection for digital marketing, digital commerce,

consumer engagement and the marketing and use of our digital products and services.

We also rely on our ability to engage in electronic

communications throughout the world between and among our employees as well as with other third parties, including customers, suppliers,

vendors and consumers.

Any interruption in Information Technology Systems may impede our ability to engage in the digital space and result

in lost revenues, damage to our reputation, and loss of users.

connection with various facets of our business, we collect and use a variety of personal data related to our customers.

Our failure to

prevent security breaches could damage our reputation and brands and substantially harm our business and results of operations.

website, a majority of the sales are billed to our consumers’ credit card accounts directly, orders are shipped to a consumer’s

address, and consumers log on using their email address.

In such transactions, maintaining complete security for the transmission of

confidential information on our website, such as consumers’ credit card numbers and expiration dates, personal information and

billing addresses is essential to maintaining consumer confidence.

In addition, we hold certain private information about our consumers,

such as their names, addresses, phone numbers and browsing and purchasing records.

We rely on encryption and authentication technology

licensed from third parties to effect the secure transmission of confidential information, including credit card numbers.

computer capabilities, new discoveries in the field of cryptography or other developments may result in a compromise or breach of the

technology used by us to protect consumer transaction data.

In addition, any party who is able to illicitly obtain a user’s password

could potentially access the user’s transaction data or personal information.

We may not be able to prevent third parties, such

as hackers or criminal organizations, from stealing information provided by our consumers to us through our website.

In addition, our

third-party merchants and delivery service providers may violate their confidentiality obligations and disclose information about our

Any compromise of our security or material violation of a non-disclosure obligation could damage our reputation and brand

and expose us to a risk of loss or litigation and possible liability, which could substantially harm our business and results of operations.

In addition, anyone who is able to circumvent our security measures could misappropriate proprietary information or cause interruptions

in our operations.

the platform and applications that we use to operate our business are highly technical and complex and may now or in the future contain

undetected errors, bugs, or vulnerabilities.

Some errors in our code may only be discovered after the code has been deployed.

bugs or vulnerabilities discovered in our code after deployment, inability to identify the cause or causes of performance problems within

an acceptable period of time or difficultly maintaining and improving the performance of our platform, particularly during peak usage

times, could result in damage to our reputation or brand, loss of revenues, or liability for damages, any of which could adversely affect

our business and financial results.

To the extent that we do not effectively address capacity constraints, upgrade our systems as needed

and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business

and operating results may be harmed.

economic, political and industry conditions constantly change and unfavorable conditions may have a material adverse effect on our business

our mobile applications (if we develop and market user-facing apps) and those of our licensees’ will most often be accessed

through the Apple App Store and Google Play Store.

Both Apple and Google have broad discretion to change their policies regarding

their mobile operating systems and app stores in ways that may limit, eliminate, or otherwise interfere with a company’s

ability to distribute or promote its applications through their stores, its ability to update its applications, and its ability to

access information that the apps collect about users.

To the extent either Apple or Google does so, our business, financial

condition, and results of operations could be adversely affected.

success of our services for end users, and those of our licensees, will depend in part on our ability, or our licensees’ ability,

to access, collect, and use personal data about users and subscribers.

and our licensees may rely extensively on the Apple App Store and Google Play Store, as well as other technology platforms, to distribute

and monetize our mobile applications.

Users and subscribers will pay through these platforms, which will prevent us or our licensees

from accessing key user data that we or they would otherwise receive if the transaction were with the users and subscribers directly.

This could negatively impact customer relationship management efforts, the ability to reach new segments of our respective user and subscriber

bases and the population generally, the efficiency of paid marketing efforts, the rates we or our licensees are able to charge advertisers

seeking to reach users and subscribers of our respective services, our ability to comply with applicable law, and our ability, and our

licensees’ ability, to identify and exclude users and subscribers whose access would violate applicable terms and conditions, including

underage individuals and bad actors, all of which could cause our business, financial condition, and results of operations to be adversely

the distribution of our online services through app stores increases, in order to maintain our profit margins, we may need to take steps

to offset increasing app store fees by decreasing traditional marketing expenditure, increasing user volume or monetization per user,

or consolidating back-office and technical functions, or by engaging in other efforts to increase revenue or decrease costs generally.

we expect that any mobile applications that we may develop will be free to download from intermediary platforms like the Apple App Store

and the Google Play Store, we intend to offer our users the opportunity to purchase subscriptions and features within the applications.

These purchases are in most cases required to be processed through the in-app payment systems provided by the intermediary, thus requiring

us to pay them a meaningful share of the revenue we receive from these transactions.

Given the expected increase in fees relating to these intermediary

platforms, we may in the future need to offset these increased fees by decreasing traditional marketing expenditure as a percentage of

revenue, increasing user volume or monetization per user, or consolidating back-office or technical functions, or by engaging in other

efforts to increase revenue or decrease costs generally.

properly managing the use of artificial intelligence could result in reputational harm, competitive harm, and legal liability.

and our licensees are working to integrate AI technologies into our respective services, which integrations may become important to our

operations over time.

Competitors or other third parties may incorporate AI into their services more quickly or more successfully than

us, which could impair our ability to compete effectively and adversely affect our results of operations.

Additionally, AI algorithms

and training methodologies may be flawed.

If the content or recommendations that AI applications assist in producing are or are alleged

to be deficient, inaccurate, offensive, biased, or otherwise improper or harmful, we or our licensees may face reputational consequences

or legal liability, and our business, financial condition, and results of operations may be adversely affected.

Furthermore, the use

of AI has been known to result in, and may in the future result in, cybersecurity incidents that implicate the personal data of end users

of AI-enhanced services.

Any such cybersecurity incidents related to our use of AI or our licensees’ use of AI could adversely

affect our reputation and results of operations.

AI also presents emerging ethical issues, and if our use of AI becomes controversial,

we may experience reputational harm, competitive harm, or legal liability.

The rapid evolution of AI will require the dedication of significant

resources to develop, test, and maintain AI technologies, including to further implement AI ethically in order to minimize unintended

harmful impact.

While we will aim to deploy AI responsibly and attempt to identify and mitigate ethical and legal issues presented by

its use, we may be unsuccessful in identifying or resolving issues before they arise.

legal and regulatory landscape surrounding generative AI technologies is rapidly evolving and uncertain, including in the areas of intellectual

property, discrimination, cybersecurity, and privacy and data protection.

Compliance with existing, new, and changing laws, regulations,

and industry standards relating to AI may limit some uses of AI, impose significant operational costs, and limit our ability to develop,

deploy, or use AI technologies.

Furthermore, the integration of AI technologies into our products and services may result in new or enhanced

governmental or regulatory scrutiny.

Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory

action, or reputational harm.

currency exchange rate fluctuations may adversely affect our results of operations.

reporting currency is the U.S.

dollar, and all of our license agreements are currently denominated in U.S.

However, if, in

the future, our revenue is received in various other currencies due to our international operations, our revenue could be reduced

when translated into U.S.

dollars during periods of a strengthening U.S.

In addition, as foreign currency exchange rates

fluctuate, the translation of our international revenue into U.S.

dollar-denominated operating results could affect the

period-to-period comparability of such results and could also result in foreign currency exchange gains and losses.

depend on our key personnel.

future success will depend on our continued ability to identify, hire, develop, motivate, and retain highly skilled individuals

across the markets where we operate, with the continued contributions of management, as well as contributions from sales teams and

technology teams, being especially critical to our success.

Competition for well-qualified employees or contractors is intense, and

our continued ability to compete effectively depends, in part, on our ability to attract new employees or contractors.

succession planning is also important to our future success.

If we fail to ensure the effective transfer of management or other institutional

knowledge, our ability to execute short- and long-term strategic, financial, and operating goals, as well as our business, financial

condition, and results of operations generally, could be adversely affected.

addition to intense competition for talent, workforce dynamics are constantly evolving, such as recent broad shifts to hybrid work models.

If we do not manage changing workforce dynamics effectively, it could materially adversely affect our culture, reputation, and operational

flexibility going forward.

success may depend, in part, on the integrity of our systems and infrastructure and on our ability to enhance, expand, and adapt these

in a timely and cost-effective manner.

succeed with our own offerings for end users, our systems and infrastructure must perform well on a consistent basis.

We may from time

to time experience system interruptions that make some or all of our systems or data unavailable and prevent our services from functioning

properly for our users.

Any such interruption could arise for any number of reasons, including as a result of our own actions, actions

by government agencies, cyberattacks, fire, power loss, telecommunications failures, computer viruses, software bugs, acts of God, and

similar events.

While we expect to have backup systems in place for certain aspects of our operations, not all of our systems and infrastructure

will be fully redundant, disaster recovery planning will not be sufficient for all eventualities, and we may not have insurance coverage

that compensates us fully, or at all, for any losses that we may suffer.

Any interruptions or outages, regardless of the cause, could

negatively impact our users’ experiences, tarnish our reputation, and decrease demand for our services, any or all of which could

adversely affect our business, financial condition, and results of operations.

will work on our technology and network to improve the experience of our users, accommodate substantial increases in the volume of traffic

to our various platforms, and ensure acceptable load times for our services, and keep up with changes in technology and user preferences.

Any failure to do so in a timely and cost-effective manner could adversely affect our users’ experience with our various services,

thereby negatively impacting the demand for our services, and could increase our costs, either of which could adversely affect our business,

financial condition, and results of operations.

time to time, we may augment and enhance, or transition to other, enterprise resource planning, human resources, financial, or other

Such actions may cause us to experience difficulties in managing our systems and processes, which could disrupt our operations,

the management of our finances, and the reporting of our financial results, which, in turn, may result in our inability to manage the

growth of our business and to accurately forecast and report our results, each of which could adversely affect our business, financial

condition, and results of operations.

may not be able to protect our systems and infrastructure from cyberattacks and may be adversely affected by cyberattacks experienced

by third parties.

we build out our own online offerings, we may find ourselves targeted by cyberattacks, computer viruses, worms, bot attacks, or other

destructive or disruptive software, distributed denial of service attacks, and attempts to misappropriate customer information, including

personal user data, credit card information, and account login credentials.

While we would expect to invest in the protection of our

systems and infrastructure, in related personnel and training, and in employing a data minimization strategy where appropriate, there

can be no assurance that our efforts will prevent significant breaches in our systems or other such events from occurring.

or similar attack that we are unable to protect ourselves against could damage our systems and infrastructure, prevent us from providing

our services, tarnish our reputation, result in the disclosure of confidential or sensitive information of our users, and be costly to

remedy, as well as subject us to investigation by regulatory authorities or to litigation that could result in liability to third parties.

impact of cyber or similar attacks experienced by any third parties who provide services to us or might otherwise process data on our

behalf could have a similar effect on us.

Even cyber or similar attacks that do not directly affect us or our third-party service providers

or data processors may result in widespread access to user data, for instance through account login credentials that such users might

have used across multiple internet sites, including our sites, or directly through access to user data that these third-party service

providers could process in the context of the services they provide to us.

These events can lead to government enforcement actions, fines,

and litigation, as well as a loss of consumer confidence generally, which could make users less likely to use or continue to use our

The occurrence of any of these events could have an adverse effect on our business, financial condition, and results of operations.

success will depend, in part, on the integrity of third-party systems and infrastructure.

we develop our own offerings for end users, we may rely on third parties in connection with the provision of our services generally,

as well as to facilitate and process certain transactions with our users.

These third parties would likely include data centers and cloud-based,

hosted web service providers, as well as third-party computer systems, service providers, and broadband and other communications systems.

We will have no control over any of these third parties or their operations, and such third-party systems are increasingly complex.

changes in service levels at our data centers or hosted web service providers or any interruptions, outages, or delays in our systems

or those of our third-party providers, deterioration in the performance of these systems, or cyber or similar attacks on these systems

could impair our ability to provide our services or process transactions with our users, which would adversely impact our business, financial

condition, and results of operations.

the security of personal and confidential or sensitive user information that we maintain and store is breached or otherwise accessed

by unauthorized persons, it may be costly to mitigate the impact of such an event and our reputation could be harmed.

we develop our own offerings for end users, we will receive, process, store, and transmit a significant amount of personal user and other

confidential or sensitive information, including, without limitation, credit card information and user-to-user communications.

also likely enable our users to share their personal information with each other.

In some cases, we might engage third-party service

providers to store or process this information.

We will work to protect the security, integrity, and confidentiality of this information,

but we cannot guarantee that inadvertent or unauthorized use or disclosure will not occur in the future or that third parties will not

gain unauthorized access to, or will not use for unauthorized purposes, this information despite our efforts.

When such events occur,

we may not be able to remedy them, and we may be required by an increasing number of laws to notify regulators and individuals whose

personal information was processed, used, or disclosed without authorization.

We may also be subject to claims against us, including

government enforcement actions, fines, and litigation, and have to expend significant capital and other resources to mitigate the impact

of such events, including by developing and implementing protections to prevent future events of this nature from occurring.

When breaches

of security (or the security of our service providers) occur, the perception of the effectiveness of our security measures, the security

measures of our service providers, and our reputation may be harmed, we may lose current and potential users, and our reputation and

competitive position may be tarnished, any or all of which might adversely affect our business, financial condition, and results of operations.

business is subject to complex and evolving laws and regulations, including with respect to data privacy and platform liability, particularly

if we develop our own offerings for end users.

These laws and regulations are subject to change and uncertain interpretation and could

result in changes to our business practices, increased cost of operations, declines in user growth or engagement, legal claims, monetary

penalties, or other harm to our business.

we plan on expanding our footprint internationally, we will be subject to a variety of laws and regulations that involve matters that

are important to or may otherwise impact our business.

We are indirectly affected by laws and regulations in jurisdictions where we do

not operate but our licensees do.

Some laws and regulations can be enforced by private parties in addition to governmental entities and

are constantly evolving and subject to change.

As a result, the application, interpretation, and enforcement of these laws and regulations

are often uncertain, particularly in the rapidly evolving industry in which we and our licensees operate, and such laws and regulations

may be interpreted and applied inconsistently from jurisdiction to jurisdiction.

These laws and regulations, as well as any associated

inquiries, investigations, or other government actions, may be costly to comply with and may delay or impede the development of new services,

require changes to or cessation of certain business practices, result in negative publicity, increase our operating costs, require significant

management time and attention, and subject us to remedies that may harm our business, including fines or modifications to existing business

laws, in particular, are subject to interpretation by the relevant taxing authorities.

While we endeavor to comply with applicable law,

there can be no assurance that the relevant taxing authorities will not take a position contrary to us, and if so, that such position

will not adversely affect us, directly or indirectly.

Any events of this nature could adversely affect our business, financial condition,

and results of operations.

are a global company with worldwide operations.

Volatile economic, political and market conditions, such as political or economic instability,

civil unrest, trade sanctions, acts of terrorism in the regions or hostilities, including the recent conflict between Russia and Ukraine,

in which we operate may have a negative impact on our operating results and our ability to achieve our business objectives.

have insight into economic and political trends that could emerge and negatively affect our business.

In addition, significant or volatile

changes in exchange rates between the U.S.

dollar and other currencies may have a material adverse impact upon our liquidity, revenues,

costs and operating results.

or new legislation and regulations could also adversely affect our business.

To the extent new or more stringent measures are required

to be implemented, impose new liability, or limit or remove existing protections, our business, financial condition, and results of operations

could be adversely affected.

adoption of any laws or regulations that adversely affect the popularity or growth in use of the internet or our services, including

laws or regulations that undermine open and neutrally administered internet access, could decrease user demand for our service offerings

and increase our cost of doing business, thereby negatively impacting our business, financial condition, and results of operations.

we develop our own offerings for end users, we will be subject to a number of risks related to credit card payments, including data security

breaches and fraud that we or third parties experience, any of which could adversely affect our business, financial condition, and results

of operations.

we develop our own offerings for end users, we will likely accept payment from our users primarily through credit card transactions and

certain online payment service providers.

When we or a third party experiences a data security breach involving credit card information,

affected cardholders will often cancel their credit cards.

In the case of a breach experienced by a third party, the more sizable the

third party’s customer base and the greater the number of credit card accounts impacted, the more likely it is that our users would

be impacted by the breach.

To the extent our users are affected by such a breach experienced by us or a third party, we would need to

contact such users to obtain new credit card information and process any pending transactions.

It is likely that we would not be able

to reach all affected users, and even if we could, some users’ new credit card information may not be obtained and some pending

transactions may not be processed, which could adversely affect our business, financial condition, and results of operations.

if our users are not directly impacted by a given data security breach, they may lose confidence in the ability of service providers

to protect their personal information generally, which could cause them to stop using their credit cards online or choose alternative

payment methods that are less convenient or more costly for us or otherwise restrict our ability to process payments without significant

effort on the part of the user or us, or both.

Additionally,

natural disasters and public health emergencies, such as extreme weather events and the COVID-19 pandemic, the Ukraine War and the Israel-Hamas

war, could have a significant adverse effect on our business, including interruption of our business operations, supply chain disruption,

endangerment of our personnel, and other delays or losses of materials and results.

Russian-Ukrainian Conflict may adversely affect our business, financial condition and results.

February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine.

The specific impact on our

financial condition, results of operations and cash flows is not determinable as of the date hereof.

However, to the extent that such

military action spreads to other countries, intensifies, or otherwise remains active, such action could have an impact on the broader

macroeconomic impact and therefore, could have a material adverse effect on our financial condition, results of operations, and cash

If the Russia-Ukraine conflict continues, the U.S., the European Union, the United Kingdom, and other jurisdictions could impose

wider economic and trade sanctions as well as export restrictions, which could impact our business opportunities.

In addition, our contractors

may take actions in violation of such policies and applicable law, and we could be held ultimately responsible.

If we are held responsible

for a violation of U.S.

or other countries’ sanctions laws, we may be subject to various penalties, any of which could have a material

adverse effect on our business, financial condition or results of operations.

products face intense competition.

are a sports equipment and technology company delivering products and technologies and the relative popularity of tennis, pickleball, padel tennis, baseball and cricket and other various sports activities and changing design trends affect the demand for our products.

The sports equipment

industry and sports-related technology industry are both are highly competitive both in the U.S.

and worldwide.

We compete internationally

with a significant number of athletic and sports equipment companies and sports-related technology companies, including sports-related

technology companies, including large companies having diversified lines of athletic and sports equipment and sports technology products.

We also compete with other companies for the production capacity of independent manufacturers that produce our products.

Our online digital

e-commerce operations compete with brand wholesalers or specialist retailers.

offerings, technologies, marketing expenditures (including expenditures for advertising and endorsements), pricing, costs of production,

customer service, digital commerce platforms and social media presence are areas of intense competition.

This, in addition to rapid changes

in technology and consumer preferences in the markets for athletic and sports equipment, constitute significant risk factors in our operations.

In addition, the competitive nature of retail including shifts in the ways in which consumers are shopping, and the rising trend of digital

commerce, constitutes a risk factor implicating our online and wholesale operations.

If we do not adequately and timely anticipate and

respond to our competitors, our costs may increase or the consumer demand for our products may decline significantly.

AI-based technology market is new and unproven, and it may decline or experience limited growth, which would adversely affect our ability

to fully realize the potential of our platforms.

AI-based technology market is relatively new and evaluating the size and scope of the market is subject to a number of risks and uncertainties.

We believe that our future success will depend in large part on the continued growth of this market.

The utilization of our app platform

by users is untested, and users may not recognize the need for, or benefits of, this app platform, which may prompt them to cease use

of our platform or decide to adopt alternative products and services to satisfy their cognitive computing search and analytics requirements.

In order to expand our business and extend our market position, we intend to focus our marketing and sales efforts on educating users

about the benefits and technological capabilities of our platforms and the applications of our platform to the specific needs of customers

in different market verticals.

Our ability to access and expand the market that our platform is designed to address depends upon a number

of factors, including the cost, performance and perceived value of our platforms.

Market opportunity estimates are subject to significant

uncertainty and are based on assumptions and estimates, including our internal analysis and industry experience.

The market for our platform

may fail to grow significantly or be unable to meet the level of growth we expect.

As a result, we may experience lower-than-expected

demand for our products and services due to lack of customer acceptance, technological challenges, competing products and services, decreases

in spending by current and prospective customers, weakening economic conditions and other causes.

If our market does not experience significant

growth, or if demand for our products does not increase in line with our projections, then our business, results of operations and financial

condition will be adversely affected.

rely on technical innovation and high-quality products to compete in the market for our products.

and development plays a key role in technical innovation.

We rely upon specialists in the fields of electrical and mechanical engineering,

industrial design, sustainability and related fields, as well as other experts to develop and test cutting-edge performance products.

While we strive to produce products that help to enhance player performance, if we fail to introduce technical innovation in our products,

consumer demand for our products could decline, and if we experience problems with the quality of our products, we may incur substantial

expense to remedy the problems.

our Gameface company, we are slowly transforming from a sports equipment-only company to offering an additional sports technology

platform focused on the Watch, Play & Learn Platform.

If we are unable to successfully integrate this new technology with our

existing products, we may not realize the benefits of the Gameface brand acquisition, and

our business may be materially adversely affected.

to our acquisition of Gameface, we focused on the production and sale of the Slinger Bag.

Now our focused has shifted to the Watch,

Watch, Play and Learn integrated platform which includes the analysis and AI offered by Gameface under the Slinger App brand.

Watch, Watch, Play and Learn Platform requires integration of the capabilities of our existing business with those of Gameface AI

Failure to deliver this integration would mean that we may not be able to realize the benefits of the Gameface acquisition

and our business may be materially adversely affected.

to continue to obtain or maintain high-quality endorsers of our products could harm our business.

establish relationships with professional athletes, as well as other public figures such as teaching pros and influencers, to develop,

evaluate and promote our products, as well as establish product authenticity with consumers.

However, as competition in our industry

has increased, the costs associated with establishing and retaining such sponsorships and other relationships have increased.

unable to maintain our current associations with professional athletes, or other public figures, or to do so at a reasonable cost, we

could lose the high visibility or on-field authenticity associated with our products, and we may be required to modify and substantially

increase our marketing investments.

Any substantial deterioration in these relationships, or substantial deterioration of our relationship

with their talent managers or other key personnel, could adversely affect our business.

As a result, our brands, net revenues, expenses

and profitability could be harmed.

If certain endorsers were to stop using our products contrary to their endorsement agreements, our

business could be adversely affected.

taken by athletes or other endorsers, associated with our products that harm the reputations of those athletes or endorsers, could also

seriously harm our brand image with consumers and, as a result, could have an adverse effect on our sales and financial condition.

taken by athletes or other endorsers, associated with our products that harm the reputations of those athletes or endorsers, could also

seriously harm our brand image with consumers and, as a result, could have an adverse effect on our sales and financial condition.

performance by our endorsers, a failure to continue to correctly identify future athletes, public figures or sports organizations, to

use and endorse our products or a failure to enter into cost-effective endorsement arrangements with prominent athletes, public figures,

and sports organizations could adversely affect our brand, sales and profitability.

We are also subject to laws, regulations and industry

standards relating to endorsements and influencer marketing.

Many of these laws, regulations and industry standards are changing and

may be subject to differing interpretations, are costly to comply with or inconsistent among jurisdictions.

business may be affected by seasonality, which could result in fluctuations in our operating results.

expect to experience moderate fluctuations in aggregate sales volume during the year.

We expect revenues in the first and fourth fiscal

quarters to exceed those in the second and third fiscal quarters.

However, the mix of product sales may vary considerably from time to

time as a result of changes in seasonal and geographic demand for tennis and other sports equipment and in connection with the timing

of significant sporting events, such as any Grand Slam tennis tournament and, over time, other sports competitions.

In addition, our

customers may cancel orders, change delivery schedules or change the mix of products ordered with minimal notice.

As a result, we may

not be able to accurately predict our quarterly sales.

Accordingly, our results of operations are likely to fluctuate significantly from

period to period.

Our operating margins are also sensitive to a number of additional factors that are beyond our control, including manufacturing

and transportation costs, shifts in product sales mix and geographic sales trends, all of which we expect to continue.

Results of operations

in any period should not be considered indicative of the results to be expected for any future period.

may be adversely affected by the financial health of our third-party internet partners, wholesale purchasers, retailers, and distributors.

extend credit to our distributors and to a select number of third party internet partners based on an assessment of a customer’s

financial condition, generally without requiring collateral.

To assist in the scheduling of production and the shipping of our products,

we offer our distributor partners the opportunity to place orders three months ahead of delivery under our direct ship ordering program.

These advance orders may be canceled under certain conditions, and the risk of cancellation may increase when dealing with financially

unstable distribution partners struggling with economic uncertainty.

In the past, some sports customers have experienced financial difficulties

up to and including bankruptcies.

Such future events would have an adverse effect on our sales, our ability to collect on receivables

and our financial condition.

When the retail economy weakens or as consumer behavior shifts, distributors may be more cautious with orders.

A slowing or changing economy in our key markets could adversely affect the financial health of our customers, which in turn could have

an adverse effect on our results of operations and financial condition.

In addition, product sales are dependent in part on high quality

digital advertising and merchandising to attract consumers, which requires continuing investments by the company, our distributors and

our third party internet partners.

Distributors or partners that experience financial difficulties may fail to make such investments

or delay them, resulting in lower sales and orders for our products.

to accurately forecast consumer demand could lead to excess inventories or inventory shortages, which could result in decreased operating

margins, reduced cash flows and harm to our business.

is a risk we may be unable to sell excess products ordered from manufacturers.

Inventory levels in excess of customer demand may result

in inventory write-downs, and the sale of excess inventory at discounted prices could significantly impair our brand image and have an

adverse effect on our operating results, financial condition and cash flows.

Conversely, if we underestimate consumer demand for our

products or if our manufacturers fail to supply products, we require at the time we need them, we may experience inventory shortages.

Inventory shortages might delay shipments to customers, negatively impact retailer, distributor and consumer relationships and diminish

brand loyalty.

The difficulty in forecasting demand also makes it difficult to estimate our future results of operations, financial condition

and cash flows from period to period.

A failure to accurately predict the level of demand for our products could adversely affect our

net revenues and net income, and we are unlikely to forecast such effects with any certainty in advance.

Consolidation

of retailers or concentration of retail market share among a few retailers may increase and concentrate our credit risk and impair our

ability to sell products.

sports equipment retail markets in some countries are dominated by a few large athletic equipment retailers with many stores.

These retailers

have in the past increased their market share by expanding through acquisitions and construction of additional stores.

These situations

concentrate our credit risk with a relatively small number of retailers, and, if any of these retailers were to experience a shortage

of liquidity or consumer behavior shifts away from traditional retail, it would increase the risk that their outstanding payables to

us may not be paid.

In addition, increasing market share concentration among one or a few retailers in a particular country or region

increases the risk that if any one of them substantially reduces their purchases of our products, we may be unable to find a sufficient

number of other retail outlets for our products to sustain the same level of sales and revenues.

the technology-based systems that give our consumers the ability to shop with us online do not function effectively, our operating results,

as well as our ability to grow our digital commerce business globally, could be materially adversely affected.

of our consumers shop with us through our digital platforms.

Increasingly, consumers are using mobile-based devices and applications

to shop online with us and with our competitors and to do comparison shopping.

We are increasingly using social media and proprietary

mobile applications to interact with our consumers and as a means to enhance their shopping experience.

Any failure on our part to provide

attractive, effective, reliable, user-friendly digital commerce platforms that offer a wide assortment of merchandise with rapid delivery

options and that continually meet the changing expectations of online shoppers could place us at a competitive disadvantage, result in

the loss of digital commerce and other sales, harm our reputation with consumers, have a material adverse impact on the growth of our

digital commerce business globally and could have a material adverse impact on our business and results of operations.

Risks specific

to our digital commerce business also include liability for online content.

Our failure to successfully respond to these risks might

adversely affect sales in our digital commerce business, as well as damage our reputation and brands.

Many factors unique to e-commerce

operations, some of which are beyond our control, pose risks and uncertainties.

Risks include, but are not limited to, credit card fraud

or data mismanagement.

products are subject to risks associated with overseas sourcing, manufacturing and financing.

principal materials used in our products (e.g., injection molded plastics, polyester, electrical motors, remote controls, trolley bags)

are available in countries where our manufacturing takes place.

Our products are dependent upon the ability of our unaffiliated contract

manufacturers to locate, train, employ and retain adequate personnel.

Our contractors and suppliers buy raw materials and are subject

to wage rates that are oftentimes regulated by the governments of the countries in which our products are manufactured.

could be a significant disruption in the supply of raw materials from current sources or, in the event of a disruption, our contract

manufacturers might not be able to locate alternative suppliers of materials of comparable quality at an acceptable price or at all.

Further, our unaffiliated contract manufacturers have experienced and may continue to experience in the future, unexpected increases

in work wages, whether government mandated or otherwise and increases in compliance costs due to governmental regulation concerning certain

metals used in the manufacturing of our products.

In addition, we cannot be certain that our unaffiliated manufacturers will be able

to fill our orders in a timely manner.

If we experience significant increases in demand, or reductions in the availability of materials,

or need to replace an existing manufacturer, there can be no assurance additional supplies of raw materials or additional manufacturing

capacity will be available when required on terms acceptable to us, or at all, or that any supplier or manufacturer would allocate sufficient

capacity to us in order to meet our requirements.

In addition, even if we are able to expand existing or find new manufacturing or sources

of materials, we may encounter delays in production and added costs as a result of the time it takes to train suppliers and manufacturers

in our methods, products, quality control standards and labor, health and safety standards.

Any delays, interruption or increased costs

in labor or wages, or the supply of materials or manufacture of our products could have an adverse effect on our ability to meet retail

customer and consumer demand for our products and result in lower revenues and net income both in the short- and long-term.

independent manufacturers make all of our products outside of our principal sales markets, our products must be transported by third

parties over large geographic distances.

Delays in the shipment or delivery of our products due to the availability of transportation,

work stoppages, port strikes, infrastructure congestion or other factors, and costs and delays associated with consolidating or transitioning

between manufacturers, could adversely impact our financial performance.

In addition, manufacturing delays or unexpected demand for our

products may require us to use faster, but more expensive, transportation methods such as air freight, which could adversely affect our

profit margins.

The cost of oil is a significant component in manufacturing and transportation costs, so increases in the price of petroleum

products can adversely affect our profit margins.

Changes in U.S.

trade policies, including new and potential changes to import tariffs

and existing trade policies and agreements, could also have a significant impact on our activities in foreign jurisdictions, and could

adversely affect our results of operations.

financial results may be adversely affected if substantial investments in businesses and operations fail to produce expected returns.

if we fail to adequately prevent fraudulent credit card transactions, we may face litigation, fines, governmental enforcement action,

civil liability, diminished public perception of our security measures, significantly higher credit card-related and remediation costs,

or refusal by credit card processors to continue to process payments on our behalf, any of which could adversely affect our business,

financial condition, and results of operations.

we develop our own offerings for end users, inappropriate actions by certain of our users could be attributed to us and damage our reputation,

which in turn could adversely affect our business.

of our services may in the future be physically, financially, emotionally, or otherwise harmed by individuals that such users meet through

one of our services.

If any users suffer or allege to have suffered any such harm, we could experience negative publicity or legal action

that could damage our reputation.

Similar events affecting users of our competitors’ services could result in negative publicity

for our industry generally, which could in turn negatively affect our business.

addition, our reputation may be adversely affected by actions of our users that are deemed to be hostile, offensive, defamatory, inappropriate,

untrue, or unlawful.

While our focus to date on offline matchmaking has helped to avoid such incidents, and while we intend to develop

systems and processes that aim to monitor and review the appropriateness of content accessible through our online services, together

with policies regarding illegal, offensive, or inappropriate use of our services, our users could nonetheless engage in activities that

violate our policies.

Such bad actors may also use emerging technologies, such as AI, to engage in such activities, making it more difficult

for us to detect and prevent such negative behavior.

Our safeguards may not be sufficient to avoid harm to our reputation, especially

if such hostile, offensive, or inappropriate use is well-publicized.

may fail to adequately protect our intellectual property rights or may be accused of infringing the intellectual property rights of third

currently rely exclusively on patents that we license out, and we expect, in the future, that we will rely heavily on our trademarks

and related domain names and logos for marketing and to build and maintain brand loyalty and recognition.

We also expect to rely on other

patented and patent-pending proprietary technologies and trade secrets, such as our own app, relating to our services.

will continue to rely on a combination of laws and contractual restrictions to establish and protect our intellectual property rights.

For example, we continue to apply to register, or secure by contract where appropriate, trademarks and service marks as they are developed

and used, and we are reserving, registering, and renewing domain names as we deem appropriate.

Effective trademark protection may not

be available or sought in every country in which our services are made available, and contractual disputes may affect the use of marks

governed by private contract.

Similarly, not every variation of a domain name may be available or registered by us, even if available.

generally will seek to apply for patents or other similar statutory protections as and when we deem appropriate, based on then-current

facts and circumstances.

No assurance can be given that any patent application we have filed or will file will result in a patent being

issued, or that any existing or future patents will afford adequate protection against competitors and similar technologies.

no assurance can be given that third parties will not create new products or methods that achieve similar results without infringing

upon patents we own.

these measures, our intellectual property rights may still not be protected in a meaningful manner, challenges to contractual rights

could arise, third parties could copy or otherwise obtain and use our intellectual property without authorization, our existing trademarks,

patents, or trade secrets could be determined to be invalid or unenforceable, or laws and interpretations of laws regarding the enforceability

of existing intellectual property rights could change over time in a manner that provides less protection.

The occurrence of any of these

events could tarnish our reputation, limit our marketing ability, or impede our ability to effectively compete against competitors with

similar technologies, any of which could adversely affect our business, financial condition, and results of operations.

may also occasionally be subject to legal proceedings and claims regarding intellectual property, including claims of alleged infringement

of trademarks, copyrights, patents, and other intellectual property rights held by third parties and of invalidity of our own rights.

In addition, we may decide we should engage in litigation to enforce our intellectual property rights, to protect our trade secrets and

patents, or to determine the validity and scope of proprietary rights claimed by others.

Any litigation of this nature, regardless of

outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could adversely

affect our business, financial condition, and results of operations.

intend to expand to various international markets, including markets in which we have limited experience, and as a result, we face additional

risks in connection with those operations.

internationally, particularly in countries in which we have limited experience, exposes us to a number of additional risks, such as:

and compliance challenges caused by distance, language, and cultural differences;

in staffing and managing international operations;

levels of social and technological acceptance of our services or lack of acceptance of them generally;

and potentially adverse tax laws;

challenges due to different laws and regulatory environments, particularly in the case of privacy, data security, intermediary or

platform liability, and consumer protection;

environments that favor local businesses or local knowledge of such environments;

on the level of intellectual property protection;

sanctions, political unrest, terrorism, war, and epidemics, or the threat of any of these events.

risks could adversely affect our business, financial condition, and results of operations.

are subject to litigation, and adverse outcomes in such litigation could have an adverse effect on our financial condition.

time to time, we may become subject to litigation, and to various legal proceedings relating to employment matters, intellectual property

matters, and privacy and consumer protection laws, as well as stockholder derivative suits, class action lawsuits, mass arbitrations,

and other matters.

Such litigation and proceedings may involve claims for substantial amounts of money or for other relief, may result

in significant costs for legal representation, arbitration fees, or other legal or related services, or might necessitate changes to

our business or operations.

The defense of these actions is likely to be time consuming and expensive.

We will evaluate these litigation

claims and legal proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential loss.

Based on these assessments and estimates, we may establish reserves or disclose the relevant litigation claims or legal proceedings as

and when required or appropriate.

These assessments and estimates will be based on information available to our management at the time

of such assessment or estimation and will involve a significant amount of judgment.

As a result, actual outcomes or losses could differ

materially from those envisioned by our current assessments and estimates.

Our failure to successfully defend or settle any of these

litigation claims or legal proceedings could result in liability that, to the extent not covered by our insurance, could have an adverse

effect on our business, financial condition, and results of operations.

operations are subject to volatile global economic conditions, particularly those that adversely impact consumer confidence and spending

macroeconomic conditions, including lower consumer confidence, changes to fiscal and monetary policy, the availability and cost of credit,

and weakness in the economies in which we or our licensees and the users of our services or those of our licensees are located may continue

to adversely affect our business, financial condition, and results of operations.

In recent years, the United States, Europe and other

key global markets have experienced historically high levels of inflation, which have impacted, among other things, employee compensation

If inflation rates rise again or continue to remain historically high or further increase in those locations where inflation

rates remain elevated, it will likely affect our expenses, and may reduce consumer discretionary spending, which could affect the buying

power of our users and lead to a reduction in demand for our services.

Other events and trends that could result in decreased levels

of consumer confidence and discretionary spending include a general economic downturn, recessionary concerns, high unemployment levels,

and increased interest rates, as well as any sudden disruption in business conditions.

Economic growth in Mainland China has declined

notably in recent years, affecting us through the impact on Hong Kong’s economy and potentially through a China-based licensee.

Additionally, geopolitical developments, such as wars in Ukraine and the Middle East, tensions between the United States and China, climate

change, and the responses by central banking authorities to control inflation (in some economies of the West) or boost growth (in China),

can increase levels of political and economic unpredictability globally and increase the volatility of global financial markets.

financial results may be adversely affected if substantial investments in businesses and operations fail to produce the expected returns.

time to time, we may invest in technology, business infrastructure, new businesses, product offering and manufacturing innovation and

6 unchanged sentences

and divert management attention from more profitable business operations.

business is sensitive to consumer spending and general economic conditions.

business may be adversely affected by the COVID-19 pandemic, the Ukraine war and the Israel-Hamas war, as well as macro-economic conditions

such as inflation, employment levels, wage and salary levels, trends in consumer confidence and spending, reductions in consumer net

worth, interest rates, inflation, the availability of consumer credit and taxation policies influence on public spending confidence.

Recent dramatic downturns in the strength of global stock markets, currencies and key economies have highlighted many if not all, of

purchases in general may decline during recessions, periods of prolonged declines in the equity markets or housing markets and periods

when disposable income and perceptions of consumer wealth are lower, and these risks may be exacerbated for us due to our focus on discretionary

premium sporting good items.

A downturn in the global economy, or in a regional economy in which we have significant sales, could have

a material, adverse effect on consumer purchases of our products, our results of operations and our financial position, and a downturn

adversely affecting our consumer base or travelers could have a disproportionate impact on our business.

continues to be a significant and growing volatility and uncertainty in the global economy due to the Coronavirus pandemic affecting

all business sectors and industries.

In addition, the on-going uncertainty in Europe and any resulting disruption could adversely impact

our net sales in Europe and globally unless and until economic conditions in that region improve and the prospects of national debt defaults

in Europe decline.

Further or future downturns may adversely affect traffic at our on-line sales portals (which currently includes our

own website https://www.connexasports.com/ and could materially and adversely affect our results of operations, financial position and

growth strategy.

the current impasse in U.S.-China trade relations has resulted in import duties for all Slinger products into the U.S.

being increased

from the previous standard of 5% to 30%.

Our management has taken the view that at this time, gaining distribution and share outweighs

the immediate margin consideration and has decided to take the added increase in import tariffs as a margin loss.

is substantial doubt regarding our ability to continue as a going concern absent obtaining adequate new debt or equity financing and

achieving sufficient sales levels.

Company’s management has determined that there is substantial doubt about the Company’s ability to continue as a going concern

and the report of our independent registered public accounting firm on our consolidated financial statements for the years ended April

30, 2024 and 2023 included an explanatory paragraph with respect to the foregoing.

Our ability to continue as a going concern is dependent

upon our ability to raise additional capital and implement our business plan.

This determination was based on the following factors:

(i) the Company has a working capital deficit as of April 30, 2024, used cash in operations for the fiscal year ended April 30, 2024

of $3,001,433 and the Company’s available cash as of the date of this filing will not be sufficient to fund its anticipated level

of operations for the next 12 months;

(ii) the Company will require additional financing for the fiscal year ending April 30, 2024 to

continue at its expected level of operations;

and (iii) if the Company fails to obtain the needed capital, it will be forced to delay,

scale back, or eliminate some or all of its development activities or perhaps cease operations.

In the opinion of management, these factors,

among others, raise substantial doubt about the ability of the Company to continue as a going concern as of the date of the end of the

period covered by this report and for one year from the issuance of the consolidated financial statements.

have limited financial resources.

Our independent registered auditors’ report includes an explanatory paragraph stating that there

is substantial doubt about our ability to continue as a going concern.

a result of our deficiency in working capital on April 30, 2024 and other factors, our auditors have included a paragraph in their audit

report regarding substantial doubt about our ability to continue as a going concern.

Our plans in this regard are to increase product

sales, increase production, obtain inventory financing, seek strategic alternatives and to seek additional capital through future equity

private placements or debt facilities.

have recorded net losses since inception and have significant accumulated deficits.

We have relied upon loans and equity financings for

operating capital.

Total revenues will be insufficient to pay off existing debt and fund operations.

We may be required to rely on further

debt financing, further loans from related parties, and private placements of our common stock for our additional cash needs.

sources may not be available, or the terms of such funding sources may not be acceptable to the Company.

will need additional capital in the future to finance our planned growth, which we may not be able to raise or it may only be available

on terms unfavorable to us or our stockholders, which may result in our inability to fund our working capital requirements and harm our

operational results.

may need additional capital in the future to finance our planned growth, which we may not be able to raise or which may only be available

on terms unfavorable to us or our stockholders, and this may result in our inability to fund our working capital requirements and harm

our operational results.

have and expect to continue to have substantial working capital needs.

2 unchanged sentences

next twelve months.

In fact, we will be required to raise additional funds throughout 2023 or we will need to limit operations until

such time as we can raise substantial funds to meet our working capital needs.

In addition, we will need to raise additional funds to

fund our operations and implement our growth strategy, or to respond to competitive pressures and/or perceived opportunities, such as

investment, acquisition, marketing and development activities.

we experience operating difficulties or other factors, many of which may be beyond our control, cause our revenues or cash flows from

operations, if any, to decrease, we may be limited in our ability to spend the capital necessary to complete our development, marketing

and growth programs.

We require additional financing, in addition to anticipated cash generated from our operations, to fund our working

capital requirements.

We may be required to raise additional funds throughout 2024 or we will need to limit operations until such time

as we can raise substantial funds to meet our working capital needs.

In addition, we will need to raise additional funds to fund our

operations and implement our growth strategy, or to respond to competitive pressures or perceived opportunities, such as investment,

acquisition, marketing, and development activities.

we experience operating difficulties or other factors, many of which may be beyond our control, cause our revenue or cash flow from operations,

if any, to decrease, we may be limited in our ability to spend the capital necessary to complete our development, marketing, and growth

We require additional financing, in addition to the anticipated cash generated from our operations, to fund our working capital

requirements.

Additional financing might not be available on terms favorable to us, or at all.

If adequate funds were not available

or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop

or enhance our business or otherwise respond to competitive pressures would be significantly limited.

If adequate funds are not available or

are not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or

enhance our business or otherwise respond to competitive pressures may be significantly limited.

In such a capital restricted situation,

2 unchanged sentences

to the public.

management is responsible for establishing and maintaining adequate internal control over our financial reporting.

As defined in Exchange

Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive

and principal financial officer and effected by the board of directors of the Company (the “Board of Directors”), management

and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets

of the Company;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with

authorizations of management and/or directors of the Company;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use or disposition of the Company’s assets that could have a material effect on the

financial statements.

management is responsible for establishing and maintaining adequate internal controls over our financial reporting.

As defined in

Exchange Act Rule 13a-15(f), internal controls over financial reporting involves a process designed by, or under the

supervision of, the principal executive and principal financial officer, and effected by the Board of Directors, management, and

other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles and includes those policies and

procedures that:

● pertain to the

maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the

● provide reasonable

assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally

accepted accounting principles and to ensure that receipts and expenditures of the Company are being made only in accordance with authorizations

of management or directors of the Company;

● provide reasonable

assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets

that could have a material effect on the financial statements.

internal controls may be inadequate or ineffective, which could cause financial reporting to be unreliable and lead to misinformation

4 unchanged sentences

financial condition, results of operations, and future prospects.

our auditors will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to

Section 404 until we are no longer a “smaller reporting company”.

auditors will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section

404 until we are no longer a “smaller reporting company”.

costs of being a public company could result in us being unable to continue as a going concern.

a public company, we are required to comply with numerous financial reporting and legal requirements, including those pertaining to audits

and internal control.

and internal controls.

The costs of maintaining public company reporting requirements could be significant and may preclude us from seeking

financing or equity investment on terms acceptable to us and our shareholders.

financing or equity investments on terms acceptable to us and our shareholders.

We estimate these costs to be in excess of $500,000 per

year and may be higher if our business volume or business activity increases significantly.

Our current estimate of costs does not include

the necessary expenses associated with compliance, documentation and specific reporting requirements of Section 404 as we will not be

subject to the full reporting requirements of Section 404 until we no longer qualify as a “smaller reporting company”.

our revenues are insufficient or non-existent, and/or we cannot satisfy many of these costs through the issuance of shares or debt, we

may be unable to satisfy these costs in the normal course of business.

This would certainly result in our being unable to continue as

a going concern.

we fail to maintain effective internal controls over financial reporting, then the price of our common stock may be adversely affected.

internal control over financial reporting may have weaknesses and conditions that could require correction or remediation, the disclosure

of which may have an adverse impact on the price of our common stock.

year, and they may be higher if our business volume or business activity increases significantly.

Our current estimate of costs does

not include the necessary expenses associated with compliance, documentation, and specific reporting requirements of Section 404 as we

will not be subject to the full reporting requirements of Section 404 until we no longer qualify as a “smaller reporting company”.

our revenue is insufficient or non-existent, or we cannot satisfy many of these costs through the issuance of shares or debt, we may

be unable to satisfy these costs in the normal course of business.

This would result in our being unable to continue as a going concern.

we fail to maintain effective internal controls over financial reporting, then the price of the Common Stock may be adversely affected.

internal controls over financial reporting may have weaknesses and conditions that could require correction or remediation, the disclosure

of which may have an adverse impact on the price of the Common Stock.

We are required to establish and maintain appropriate internal

6 unchanged sentences

Any actual or perceived weaknesses and conditions

that need to be addressed in our internal control over financial reporting or disclosure of management’s assessment of our internal

controls over financial reporting may have an adverse impact on the price of our common stock.

acquisitions we make could disrupt our business and seriously harm our financial condition.

have in the past made (and may, from time to time, consider) acquisitions of complementary companies, products or technologies.

component of our growth strategy has been to acquire complementary businesses to grow our Company.

For example, we acquired the business

of Foundation Sports Systems, LLC, in our fiscal year ended April 30, 2021, and the acquisitions of PlaySight and Gameface closed in

the fiscal year ended April 30, 2022.

In the Company’s fiscal quarter ended January 31, 2023, the Company divested PlaySight and

75% of its interest in Foundation Sports as the required monthly cash burn became increasingly difficult to manage as inflation rose

and the cost of manufacturing the Company’s non-technological products grew.

As a result, the Company sold PlaySight back to its

original owners of in November 2022, and the Company sold most (75%) of Foundation Tennis back to their original owners, with an option

to purchase any remaining interests.

We intend to continue to pursue acquisitions of complementary technologies, products and businesses

as a primary component of our growth strategy to enhance the features and functionality of our applications, expand our customer base

and provide access to new markets and increase benefits of scale.

Acquisitions involve numerous risks, including difficulties in the

assimilation of the acquired businesses, the diversion of our management’s attention from other business concerns and potential

adverse effects on existing business relationships could cause our actual growth or operating results to differ from our expectations.

In addition, any acquisitions could involve the incurrence of substantial additional indebtedness.

We cannot assure you that we will

be able to successfully integrate any acquisitions that we pursue or that such acquisitions will perform as planned or prove to be beneficial

to our operations and cash flow.

Any such failure could seriously harm our business, financial condition and results of operations.

addition, there might be potential inability or failure to achieve additional sales and enhance our customer base through cross-marketing

of the products to new and existing customers.

aspects of our business processes include open-source software, which poses risks that could have a material and adverse effect on our

business, financial condition and results of operations.

In addition, any failure to comply with the terms of one or more of these open-source

licenses could negatively affect our business.

incorporate open-source software into processes supporting our business and anticipate using open- source software in the future.

open-source software may include software covered by licenses like the GNU General Public License and the Apache License.

various open-source licenses to which we are subject have not been interpreted by U.S.

courts, and there is a risk that such licenses

could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to operate our systems, limits our

use of the software, inhibits certain aspects of our systems and negatively affects our business operations.

open-source licenses contain requirements that we make source code modifications or derivative works we create publicly available or

make such modifications or derivative works available on unfavorable terms or at no cost, depending on the type of open-source software

we monitor our use of open-source software and try to ensure that none is used in a manner that would require us to disclose our proprietary

source code or that would otherwise breach the terms of an open-source license, such use could inadvertently occur, or could be claimed

to have occurred, in part because open-source license terms are often ambiguous.

We may face claims from third parties claiming ownership

of, or demanding the release or license of, modifications or derivative works that we have developed using such open-source software

(which could include our proprietary source code or artificial intelligence (“AI”) models), or otherwise seeking to enforce

the terms of the applicable open-source license.

These claims could result in litigation and if portions of our proprietary AI models

or software are determined to be subject to an open-source license, or if the license terms for the open-source software that we incorporate

change, we could be required to publicly release all or affected portions of our source code, purchase a costly license, cease offering

the implicated products or services unless and until we can re-engineer such source code in a manner that avoids infringement, discontinue

or delay the provision of our offerings if re-engineering could not be accomplished on a timely basis or change our business activities,

any of which could negatively affect our business operations and potentially our intellectual property rights.

In addition, the re-engineering

process could require us to expend significant additional research and development resources, and we may not be able to complete the

re-engineering process successfully.

If we were required to publicly disclose any portion of our proprietary models, it is possible we

could lose the benefit of trade secret protection for our models.

addition to risks related to license requirements, the use of certain open-source software can lead to greater risks than the use of

third-party commercial software, as open-source licensors generally do not provide support, warranties, indemnification, controls or

other contractual protections regarding infringement claims or the quality of the origin of the software.

There is little legal precedent

in this area, and any actual or claimed requirement to disclose our proprietary source code or pay damages for breach of contract could

harm our business and could help third parties, including our competitors, develop products and services that are similar to or better

Use of open-source software may also present additional security risks because the public availability of such software may

make it easier for hackers and other third parties to determine how to breach our website and systems that rely on open-source software.

Any of these risks associated with the use of open-source software could be difficult to eliminate or manage, and if not addressed, could

materially and adversely affect our business, financial condition and results of operations.

defects, failures or disruptions, including events beyond our control, and resulting interruptions in the availability of our websites,

applications, products, or services could harm our business, harm our reputation, result in significant costs to us, decrease our potential

profitability and expose us to substantial liability.

use vendors, such as our cloud computing web services provider and third-party software providers, in the operation of our platform.

The satisfactory performance, reliability and availability of our technology and our underlying network and infrastructure are critical

to our operations and reputation and the ability of our platform to attract new and retain existing customers.

We rely on these vendors

to protect their systems and facilities against damage or service interruptions from natural disasters, power or telecommunications failures,

air quality issues, environmental conditions, computer viruses or attempts to harm these systems, criminal acts, unauthorized access,

sabotage, acts of vandalism, military actions, negligence, human errors, fraud, spikes in platform use and denial of service issues,

hardware failures, improper operation, cyberattacks, data loss, wars and similar events.

If our arrangement with a vendor is terminated

or if there is a lapse of service or damage to its systems or facilities, we could experience interruptions in our ability to operate

our platform.

We also may experience increased costs and difficulties in replacing that vendor and replacement services may not be available

on commercially reasonable terms, on a timely basis, or at all.

addition, our platform may be accessed by many users at the same time.

As we continue to expand the number of our users, and products

and services available through our platform, we may not be able to scale our technology to accommodate the increased capacity requirements.

The failure of data centers, internet service providers or other third- party service providers to meet our capacity requirements could

result in interruptions or delays in access to our platform or impede our ability to grow our business and scale our operations.

interruptions or delays in our platform availability, whether as a result of a failure to perform on the part of a vendor, any damage

to one of our vendor’s systems or facilities, the termination of any of our third-party vendor agreements, software failures, our

or our vendor’s error, natural disasters, terrorism, other man-made problems, security breaches, whether accidental or willful,

or other factors, could harm our relationships with our customers, prevent our customers from accessing their accounts, damage our reputation

with current and potential customers, expose us to liability, cause us to lose customers, cause the loss of critical data, prevent us

from supporting our platform, products or services or cause us to incur additional expense in arranging for new facilities and support

or otherwise harm our business and also harm our reputation.

addition, we source certain information from third parties.

In the event that any third party from which we source information experiences

a service disruption, whether as a result of maintenance, natural disasters, terrorism, or security breaches, whether accidental or willful,

or other factors, the ability to access our platform may be adversely impacted.

Additionally, there may be errors contained in the information

provided by third parties.

This may result in the inability to approve otherwise qualified applicants through our platform, which may

adversely impact our business by negatively impacting our reputation and reducing our transaction volume.

the extent we use or are dependent on any particular third-party data, technology, or software, we may also be harmed if such data, technology,

or software becomes non-compliant with existing regulations or industry standards, becomes subject to third-party claims of intellectual

property infringement, misappropriation, or other violation, or malfunctions or functions in a way we did not anticipate.

the right to use any of this data, technology, or software could result in delays in the provisioning of our products and services until

equivalent or replacement data, technology, or software is either developed by us, or, if available, is identified, obtained, and integrated,

and there is no guarantee that we would be successful in developing, identifying, obtaining, or integrating equivalent or similar data,

technology, or software, which could result in the loss or limiting of our products, services, or features available in our products

ability to sell our products and services will be dependent on the quality of our technical support and our failure to deliver high-quality

technical support services could have a material adverse effect on our sales and results of operations.

we do not effectively assist our users in deploying our products and services, succeed in helping our users quickly resolve post-deployment

issues and provide effective ongoing support, or if potential customers perceive that we may not be able to achieve the foregoing, our

ability to sell our products and services would be adversely affected, and our reputation with potential users could be harmed.

if we expand our operations internationally, our technical support team will face additional challenges, including those associated with

delivering support, training and documentation in languages other than the English language.

As a result, our failure to deliver and

maintain high-quality technical support services to our users could result in customers choosing to use our competitors’ products

or services in the future.

Gameface products and services may fail to keep pace with rapidly changing technology and evolving industry standards.

market in which our Gameface technology operates is characterized by rapid, and sometimes disruptive, technological developments,

evolving industry standards, frequent new product introductions and enhancements and changes in user requirements.

In addition, both

traditional and new competitors are investing heavily in our market areas and competing for users.

As next-generation video

analytics technology continues to evolve, we must keep pace in order to maintain or expand our market position.

If we are not able

to successfully add staff resources with sufficient technical skills to develop and bring new products to market in a timely manner,

achieve market acceptance of our products and services or identify new market opportunities for our products and services, our

business and results of operations may be materially and adversely affected.

business-to-business e-commerce industry is highly competitive, and we may not be able to compete effectively.

market for business-to-business (“B2B”) e-commerce solutions is rapidly changing and intensely competitive.

We expect competition

to intensify as the number of entrants and new technologies increases.

We may not be able to compete successfully against current or

future competitors.

The competitive pressures facing us may harm our business, operating results and financial condition.

we are not able to enhance or introduce new products that achieve market acceptance and keep pace with technological developments, our

business, results of operations and financial condition could be harmed.

ability to attract new users and increase revenue from existing customers depends in part on our ability to enhance and improve our platforms,

increase adoption and usage of our products and introduce new products and features.

The success of any enhancements or new products

depends on several factors, including timely completion, adequate quality testing, actual performance quality, market-accepted pricing

levels and overall market acceptance and demand.

Enhancements and new products that we develop may not be introduced in a timely or cost-effective

manner, may contain defects, may have interoperability difficulties with our platform, or may not achieve the market acceptance necessary

to generate significant revenue.

If we are unable to successfully enhance our existing platform and capabilities to meet evolving customer

requirements, increase adoption and usage of our platform, develop new products, or if our efforts to increase the usage of our products

are more expensive than we expect, then our business, results of operations and financial condition could be harmed.

may experience difficulty in integrating Gameface with third-party applications, which would inhibit sales.

may serve a customer base with a wide variety of constantly changing hardware, operating system software, packaged software applications

and networking platforms.

If Gameface fails to gain broad market acceptance due to its inability to support a variety of these platforms,

our operating results may suffer.

Our business depends, in part, on the following factors:

ability to integrate Gameface with multiple platforms and existing systems and to modify our product as new versions of packaged

applications are introduced;

to application program interfaces for the third-party software products that are integrated with our products;

ability to anticipate and support new standards.

of cooperation from Vendors of the software we use in Gameface and other products may interfere with the use of Gameface apps and inhibit

program interfaces provide the instructions that are required to transfer information into and out of an application and trigger the

specific characteristics of that application.

These instructions are needed to create adapters between Gameface and third-party software

products, but access to application program interfaces is controlled by the vendors of these applications.

If the application vendor

denies or delays our access to application program interfaces, our business may be harmed.

Some application vendors may become competitors

or establish alliances with our competitors, increasing the likelihood that we would not be granted access to their application program

Furthermore, we may need to modify Gameface or develop new adapters in the future as new applications or newer versions of

existing applications are introduced.

If we fail to continue to develop adapters or respond to new applications or newer versions of

existing applications in a timely manner, our business could suffer.

Related to the Company’s Legal and Regulatory Requirements

to adequately protect our intellectual property and curb the sale of counterfeit merchandise could injure our brand and negatively affect

trademarks, copyrights, patents, designs and other intellectual property rights are important to our success and our competitive position.

We devote significant resources to the registration and protection of our trademarks and patents.

In spite of our efforts, counterfeiting

and design copies may still occur.

If we are unsuccessful in challenging the usurpation of these rights by third parties, this could

adversely affect our future sales, financial condition and results of operations.

Our efforts to enforce our intellectual property rights

can potentially be met with defenses and counterclaims attacking the validity and enforceability of our intellectual property rights.

Unplanned increases in legal fees and other costs associated with protecting our intellectual property rights could result in higher

operating expenses.

Additionally, legal regimes outside the U.S., particularly those in Asia, including China, may not always protect

intellectual property rights to the same degree as U.S.

laws, or the time required to enforce our intellectual property rights under

these legal regimes may be lengthy and delay our recovery.

may become subject to claims for remuneration or royalties for assigned service invention rights by our employees, which could result

in litigation and adversely affect our business.

significant portion of our intellectual property has been developed by our employees, or outside consultants in the course of their employment

or retention with us.

Under the Israeli Patent Law, 5727-1967, or the Patent Law, inventions conceived by an employee during the scope

of his or her employment with a company are regarded as “service inventions.” The Israeli Compensation and Royalties Committee,

or the Committee, a body constituted under the Patent Law, has previously held, in certain cases, that employees may be entitled to remuneration

for service inventions that they develop during their service for a company despite their explicit waiver of such right.

Therefore, we

may face claims by employees demanding remuneration beyond their regular salary and benefits.

may be subject to product liability lawsuits or claims, which could harm our financial condition and liquidity if we are not able to

successfully defend or insure against such claims.

may be subject to product liability lawsuits and claims that, individually or in the aggregate, could harm our business, prospects, results

of operations and financial condition.

We may face lawsuits or claims if our products do not perform as expected, malfunction or are

used without complying with their specifications.

Moreover, a product liability lawsuit or claim, regardless of merit, could generate

negative publicity about our products, which could have a material adverse effect on our brand, business, prospects, results of operations

and financial condition.

Any lawsuit or claim seeking monetary damages significantly exceeding our coverage or outside of our coverage

may have a material adverse effect on our business and financial condition.

we provide products and services related to sports betting, our business may become subject to a variety of U.S.

and foreign laws, many

of which are unsettled and still developing and which could subject us to claims or otherwise harm our business.

Any adverse change in

regulations or their interpretation, or the regulatory climate applicable to these contemplated products and services, or changes in

tax rules and regulations or interpretation thereof related to these contemplated products and services, could adversely impact our ability

to operate our business as we seek to operate in the future, which could have a material adverse effect on our financial condition and

results of operations.

business could potentially expand into sports betting, in which case our business partners are generally subject to laws and regulations

in the jurisdictions in which we will conduct our business or in some circumstances, of those jurisdictions in which we offer our services

or those are available, as well as the general laws and regulations that apply to all e-commerce businesses, such as those related to

privacy and personal information, tax and consumer protection.

These laws and regulations vary from one jurisdiction to another and future

legislative and regulatory action, court decisions or other governmental action, which may be affected by, among other things, political

pressures, attitudes and climates, as well as personal biases, may at such time have a material impact on our operations and financial

results, or may prevent our business partners from expanding into such businesses entirely and thus, may have impact on our business.

In addition, some jurisdictions in which we may operate could presently be unregulated or partially regulated and therefore more susceptible

to the enactment or change of laws and regulations.

a result of the foregoing, future legislative and regulatory action, and court decisions or other governmental action, may have a material

impact on our business partners’ business and operations, and that may also have an impact on our operations and financial results.

Governmental authorities could view us as having violated local laws, despite efforts to obtain all applicable licenses or approvals.

There is also a risk that civil and criminal proceedings, including class actions brought by or on behalf of prosecutors or public entities

or incumbent monopoly providers, or private individuals, could be initiated against our business partners, us, and others involved in

the sports betting industry.

Such potential proceedings could involve substantial litigation expense, penalties, fines, seizure of assets,

injunctions or other restrictions being imposed upon us or our business partners.

Such proceedings could have a material adverse effect

on our business, financial condition, results of operations and prospects, as well as impact our reputation.

there can be no assurance that legally enforceable legislation will not be proposed and passed in jurisdictions relevant or potentially

relevant to our business to prohibit, legislate or regulate various aspects of the sports betting industry (or that existing laws in

those jurisdictions will not be interpreted negatively).

Compliance with any such legislation may have a material adverse effect on our

business, financial condition and results of operations, either as a result of our determination not to offer products or services in

a jurisdiction or to cease doing so, or because a local license or approval may be costly for us or our business partners to obtain and/or

such licenses or approvals may contain other commercially undesirable conditions.

that need to be addressed in our internal controls over financial reporting or any disclosure of management’s critical assessment

of our internal controls over financial reporting may have an adverse impact on the price of the Common Stock.

SEC’s charges against our former independent auditor, Olayinka Oyebola & Co., could impact the credibility of our financial

statements and those of YYEM, potentially leading to restatements and other adverse effects.

former independent auditor, OOC, has been charged by the SEC in connection with allegedly aiding and abetting violations of the antifraud

provisions of the federal securities laws.

The SEC also charged OOC’s principal, Olayinka Oyebola, with allegedly aiding and abetting

a violation involving lying to auditors.

The SEC complaint seeks civil penalties as well as permanent injunctive relief, including an

order permanently barring Mr.

Oyebola and OOC from acting as auditors or accountants for U.S.

public companies or otherwise providing

substantial assistance in the preparation of financial statements filed with the SEC.

This action could affect the credibility of the

financial statements audited by OOC.

If their audit work is found to be deficient, our financial reporting could be questioned, leading

to potential restatements, delays in regulatory filings, or reputational harm.

If OOC is barred from acting as auditors or accountants

public companies, we will be unable to include the financial statements reviewed by OOC in any filing made after that date,

and our financial statements will need to be reaudited.

Any of these outcomes could have a material adverse effect on our business, financial

condition, and stock price, which could contribute to the loss of all or part of your investment.

October 30, 2024, the Board of Directors and the audit committee approved the engagement of B&A as the Company’s independent

registered public accounting firm for the fiscal year ended April 30, 2025, effective immediately, and dismissed OOC as the Company’s

independent registered public accounting firm.

addition to serving as our former independent auditor, OOC was also the independent registered public accounting firm for YYEM for its

financial year ended January 31, 2024.

As a result, the SEC action could impact the credibility of YYEM’s financial statements audited

If a restatement of YYEM’s financial statements is required, it could materially affect our reported financial condition

and results of operations, particularly given the impact of the Acquisition.

Specifically, any potential restatement could affect the

accounting treatment of the acquisition, our historical and pro forma financial statements, and the value of YYEM’s assets on our

balance sheet.

Furthermore, if any deficiencies in OOC’s audit work necessitate reauditing YYEM’s financial statements, it

could result in delays in our SEC filings and increased costs associated with obtaining new audits.

These factors could have a material

adverse effect on our financial condition, business operations, and the value of our securities.

in our tax obligations and effective tax rate may have a negative effect on our operating results.

11 unchanged sentences

negatively impact our current or future tax structure and effective tax rates.

do not have covenants not to compete in place with our key employees.

generally do not enter into non-competition agreements as part of our employment agreements with our employees and it may be difficult

for us to restrict our competitors from benefitting from the expertise our former employees or consultants developed while working for

could be subject to changes in tax rates, adoption of new tax laws, additional tax liabilities, or increased volatility in our effective

5 unchanged sentences

enacted the Tax Cuts and Jobs Act (the “Tax Act”), which includes a number of significant changes to previous U.S.

that impact us, including provisions for a one-time transition tax on deemed repatriation of undistributed foreign earnings, and a reduction

in the corporate tax rate from 35% to 21% for tax years beginning after December 31, 2017, among other changes.

The Tax Act also transitions

international taxation from a worldwide system to a modified territorial system and includes base erosion prevention measures on

tax laws that impact us, including provisions for a one-time transition tax on deemed repatriation of undistributed foreign earnings,

and a reduction in the corporate tax rate from 35% to 21% for tax years beginning after December 31, 2017, among other changes.

Act also transitions U.S.

international taxation from a worldwide system to a modified territorial system and includes base erosion prevention

measures on non-U.S.

earnings, which has the effect of subjecting certain earnings of our foreign subsidiaries to U.S.

7 unchanged sentences

We also utilize tax rulings

and other agreements to obtain certainty in treatment of certain tax matters.

These holidays and rulings expire in whole or in part from

time to time and may be extended when certain conditions are met or terminated if certain conditions are not met.

The impact of any changes

in conditions would be the loss of certainty in treatment thus potentially impacting our effective income tax rate.

and other agreements to obtain certainty in the treatment of certain tax matters.

These holidays and rulings expire in whole or in part

from time to time and may be extended when certain conditions are met or terminated if certain conditions are not met.

The impact of

any changes in conditions would be the loss of certainty in treatment thus potentially impacting our effective income tax rate.

may also be subject to the examination of our tax returns by the U.S.

10 unchanged sentences

differing statutory tax rates.

the extent we may rely on endorsements or testimonials, we will review any relevant relationships for compliance with the Endorsement

Guides and we will otherwise endeavor to follow the FTC Act and other legal standards applicable to our advertising .

FTC regulates the use of endorsements and testimonials in advertising as well as relationships between advertisers and social media influencers

pursuant to principles described in the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising, or the

Endorsement Guides.

The Endorsement Guides provide that an endorsement must reflect the honest opinion of the endorser and cannot be

used to make a claim about a product that the product’s marketer couldn’t itself legally make.

They also say that if there

is a connection between an endorser and the marketer that consumers would not expect and it would affect how consumers evaluate the endorsement,

that connection should be disclosed.

Another principle in the Endorsement Guides applies to ads that feature endorsements from people

who achieved exceptional, or even above average, results from using a product.

If the advertiser doesn’t have proof that the endorser’s

experience represents what people will generally achieve using the product as described in the ad, then an ad featuring that endorser

must make clear to the audience what results they can generally expect to achieve and the advertiser must have a reasonable basis for

its representations regarding those generally expected results.

Although the Endorsement Guides are advisory in nature and do not operate

directly with the force of law, they provide guidance about what the FTC staff generally believes the Federal Trade Commission Act, or

FTC Act, requires in the context using of endorsements and testimonials in advertising and any practices inconsistent with the Endorsement

Guides can result in violations of the FTC Act’s proscription against unfair and deceptive practices.

the extent we may rely on endorsements or testimonials, we will review any relevant relationships for compliance with the Endorsement

Guides and we will otherwise endeavor to follow the FTC Act and other legal standards applicable to our advertising.

However, if our

advertising claims or claims made by our social media influencers or by other endorsers with whom we have a material connection do not

comply with the Endorsement Guides or any requirement of the FTC Act or similar state requirements, the FTC and state consumer protection

authorities could subject us to investigations and enforcement actions, impose penalties, require us to pay monetary consumer redress,

require us to revise our marketing materials and require us to accept burdensome injunctions, all of which could harm our business, reputation,

financial condition and results of operations.

of our contractors or our licensees’ contractors to comply with local laws and other standards could harm our business.

work with contractors outside of the U.S.

to manufacture our products.

We require the contractors that directly manufacture our products

and our licensees that make products using our intellectual property (including, indirectly, their contract manufacturers) to comply

with environmental, health and safety standards for the benefit of workers.

We also require these contractors to comply with applicable

standards for product safety.

Notwithstanding their contractual obligations, from time-to-time contractors may not comply with such standards

or applicable local law or our licensees may fail to enforce such standards or applicable local law on their contractors.

or continuing noncompliance with such standards and laws by one or more contractors could harm our reputation or result in a product

recall and, as a result, could have an adverse effect on our sales and financial condition.

Negative publicity regarding production methods,

alleged practices or workplace or related conditions of any of our suppliers, manufacturers or licensees could adversely affect our brand

image and sales and force us to locate alternative suppliers, manufacturers or licenses.

could be subject to a change in tax laws, which may impact tax rates or otherwise adversely impact our tax position and may be subject

to a tax audit.

are subject to the tax laws in the U.S.

and numerous foreign jurisdictions.

Such laws may change as a result of economic and political

conditions, or there may be changes to such laws interpretation and application.

earn a substantial portion of our income in foreign countries and are subject to the tax laws of those jurisdictions.

There have been

proposals to reform foreign tax laws that could significantly impact how U.S.

multinational corporations are taxed on foreign earnings.

Although we cannot predict whether or in what form these proposals will pass, several of the proposals considered, if enacted into law,

could have an adverse impact on our income tax expense and cash flows.

are subject to a complex array of laws and regulations, which could have an adverse effect on our business, financial condition and results

of operations.

a global business, we are subject to and must comply with extensive laws and regulations in the U.S.

and other jurisdictions in which

we have operations and distribution channels.

If we or our employees, agents, suppliers, and other partners fail to comply with any of

these laws or regulations, such failure could subject us to fines, sanctions or other penalties that could negatively affect our reputation,

business, financial condition and results of operations.

We may be involved in various types of claims, lawsuits, regulatory proceedings

and government investigations relating to our business, our products and the actions of our employees and representatives, including

contractual and employment relationships, product liability, antitrust, trademark rights and a variety of other matters.

It is not possible

to predict with certainty the outcome of any such legal or regulatory proceedings or investigations, and we could in the future incur

judgments, fines or penalties, or enter into settlements of lawsuits and claims that could have a material adverse effect on our business,

financial condition and results of operations and negatively impact our reputation.

The global nature of our business means legal and

compliance risks, such as anti-bribery, anti-corruption, fraud, trade, environmental, competition, privacy and other regulatory matters,

will continue to exist and additional legal proceedings and other contingencies will arise from time to time, which could adversely affect

In addition, the adoption of new laws or regulations, or changes in the interpretation of existing laws or regulations, may result

in significant unanticipated legal and reputational risks.

Any current or future legal or regulatory proceedings could divert management’s

attention from our operations and result in substantial legal fees.

as long as we are a “smaller reporting company,” we will not be required to comply with certain reporting requirements that

1 unchanged sentence

We cannot predict whether the reduced disclosure requirements applicable to smaller reporting

companies will make our common shares less attractive to investors.

are currently a “smaller reporting company”.

For as long as we continue to be a smaller reporting company, we may choose

companies will make our Common Stock less attractive to investors.

are currently a “smaller reporting company.” For as long as we continue to be a smaller reporting company, we may choose

to take advantage of certain exemptions from reporting requirements applicable to other publicly reporting companies that are not smaller

1 unchanged sentence

These include not being required to comply with the auditor attestation requirements for the assessment of our internal

controls over financial reporting provided by Section 404 of the Sarbanes- Oxley Act of 2002, or the Sarbanes-Oxley Act, and not being

required to provide certain disclosure regarding executive compensation required of larger publicly reporting companies.

We cannot predict

if investors will find our common shares less attractive if we choose to rely on these exemptions.

If some investors find our common

shares less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our shares

and our share price may be more volatile.

Further, as a result of these scaled regulatory requirements, our disclosure may be more limited

than that of other publicly reporting companies and you may not have the same protections afforded to shareholders of such companies.

are subject to the periodic reporting requirements of the Exchange Act that require us to incur audit fees and legal fees in connection

with the preparation of such reports.

These additional costs could reduce or eliminate our ability to earn a profit.

controls over financial reporting provided by Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act,

and not being required to provide certain disclosure regarding executive compensation required of larger publicly reporting companies.

We cannot predict if investors will find our common shares less attractive if we choose to rely on these exemptions.

If some investors

find our common shares less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market

for our shares and our share price may be more volatile.

Further, as a result of these scaled regulatory requirements, our disclosure

may be more limited than that of other publicly reporting companies and you may not have the same protections afforded to shareholders

of such companies.

are subject to the periodic reporting requirements of the Exchange Act, requiring us to incur audit fees and legal fees in

connection with the preparation of such reports.

These additional costs could reduce or eliminate our ability to earn a

are required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder.

7 unchanged sentences

However, the incurrence of such costs will

obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a

for as long as we remain a “smaller reporting company,” as defined in in the Jumpstart Our Business Startups Act of 2012,

or JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies

that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements

of Section 404 of the Sarbanes-Oxley Act, and reduced disclosure obligations regarding executive compensation in our periodic reports

and proxy statements.

We may take advantage of these reporting exemptions until we are no longer an emerging growth company.

be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit.

we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose

confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.

confidence in our reported financial information, and the trading price of the Common Stock, could drop significantly.

Related to Doing Business in Hong Kong

joint statement by the SEC and the PCAOB, rule changes by Nasdaq, the HFCAA and AHFCAA, and the Consolidated Appropriations Act all call

for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors,

especially non-U.S.

auditors who are not inspected by the PCAOB.

These developments could add uncertainty to our continued listing.

April 21, 2020, the SEC and the Public Company Accounting Oversight Board (the “PCAOB”) released a joint statement highlighting

the risks associated with investing in companies based in or having substantial operations in emerging markets including China.

statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher

risks of fraud in emerging markets.

December 18, 2020, the Holding Foreign Companies Accountable Act (the “HFCAA”) was signed and became law.

This legislation,

among other things, bans an issuer’s securities from trading if the PCAOB is unable to inspect the issuer’s public accounting

firm for three consecutive years (later reduced to two years by the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”)).

December 2, 2021, the SEC issued amendments to finalize interim final rules previously adopted in March 2021 to implement the submission

and disclosure requirements of the HFCAA.

the PCAOB initially determined that it was unable to completely inspect or investigate registered public accounting firms headquartered

in mainland China or Hong Kong because of a position taken by one or more authorities in each of those jurisdictions, this determination

was effectively reversed on December 15, 2022, following the CSRC, the Ministry of Finance of the PRC, and the PCAOB signing a Statement

of Protocol governing inspections and investigations of audit firms based in China and Hong Kong permitting the PCAOB to select any issuer

audits for inspection or investigation and to transfer information unfettered to the SEC.

Should any PRC authorities obstruct or otherwise

fail to facilitate the PCAOB’s access in the future, the PCAOB would consider the need to issue a new determination.

our current auditor, Enrome, nor our former auditors, OOC and Bush & Associates CPA,

is headquartered in mainland China or Hong Kong.

Nevertheless, should Enrome LLP, Bush & Associates CPA or OOC in the future have

any work papers in China or Hong Kong that the PCAOB is unable to fully inspect, it will be difficult to evaluate the effectiveness of

our current auditor’s or former auditors’ audit procedures or equity control procedures, and investors could consequently

lose confidence in our reported financial information and procedures or the quality of our financial statements, which could adversely

affect us and our securities.

Furthermore, if trading in our securities is prohibited under the HFCAA in the future because the PCAOB

determines that it cannot inspect or fully investigate Enrome LLP at such future time, an exchange will likely delist our securities.

Chinese government, in general, could exercise significant oversight and discretion over the conduct of our business and has made statements

indicating an intent to exert more oversight and control over offerings that are conducted overseas and over foreign investment in China-based

our subsidiary YYEM is based in a special administrative region of the PRC, which enjoys separate governing and economic systems from

that of mainland China under the principle of one country, two systems, Hong Kong is part of China and, as such, the Chinese government

could intervene or influence our operations at any time, which could result in a material change in YYEM’s operations and the value

of our Common Stock.

Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas

or over foreign investment in China-based issuers, in particular any effort to extend such actions directly or indirectly to Hong Kong-based

companies, could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause

the value of such securities to significantly decline or be worthless.

oversight by CAC over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our business

and our offering.

the years, the PRC has enacted a number of laws and regulations aimed at governing the collection and security of personal data.

include the Cybersecurity Review Measures, which took effect on February 15, 2022 and require a government review of critical information

infrastructure operators (“CIIOs”) and of internet operators that possesses the personal information of at least one million

users or meet certain other criteria;

the Network Data Security Administration (Draft for Comments), published in 2021 and not yet enacted,

which provides that companies engaging in data processing activities that may affect national security must apply for a cybersecurity

review by the CAC under certain circumstances;

the PRC Data Security Law, promulgated in 2021, which imposes certain requirements for

the collection and processing of data in order to protect its security;

the Personal Information Protection Law, promulgated in 2021,

which integrates various scattered rules with respect to personal information rights and privacy protection;

the Rules on the Scope of

Necessary Personal Information for Common Types of Mobile Internet Applications, which came into effect in 2021 and prohibits the operators

of mobile apps from denying users access to the apps just because they do not consent to the collection of unnecessary personal information;

and the Measures for the Security Assessment of Data Cross-border Transfer, effective in 2022, which require data processors to apply

for a cross-border security assessment coordinated by the CAC under certain circumstances, including where they transfer personal information

overseas and have already transferred personal information of more than 100,000 people, or sensitive personal information of more than

10,000 people, overseas since the start of the previous year.

(See also the discussion of the Confidentiality and Archives Administration

Provisions, below.

do not believe YYEM is subject to cybersecurity review by the CAC, or to any of the other personal data-related laws and regulations

described above, since YYEM is a Hong Kong company without subsidiaries or operations in the PRC.

In addition, it does not currently

have, and does not anticipate that it will be collecting, over one million users’ personal information in the foreseeable future,

which might otherwise subject it to the Cybersecurity Review Measures.

YYEM has not received any notice from any authorities identifying

it as a CIIO or otherwise requiring it to undergo a cybersecurity review or network data security review by the CAC.

remains uncertainty as to how the Cybersecurity Review Measures and the Security Administration Draft will be interpreted or implemented

and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation

related to the Cybersecurity Review Measures and the Security Administration Draft.

There is no assurance that YYEM will be able to fully

or timely comply with any of the personal data and data security laws should they be deemed to be applicable to its operations.

is no certainty as to how any review or other actions would impact YYEM’s operations, and we cannot guarantee that any clearance

could be obtained or maintained if approved.

the future, YYEM may be subject to PRC laws and regulations, including those regarding corporate structure, overseas listings, data-

and cybersecurity, and anti-monopoly concerns, which could result in a material negative impact on its operations and the value of the

securities we are registering for sale.

is incorporated and registered under the laws of Hong Kong.

YYEM does not have, nor does it intend to have, any subsidiary, VIE structure

or direct operations in mainland China.

All of YYEM’s revenue and profit is currently generated by operations in Hong Kong.

Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”) provides that PRC laws and regulations shall not

be applied in Hong Kong except for those listed in Annex III of the Basic Law, which is confined to laws relating to national defense,

foreign affairs, and other matters that are not within the scope of autonomy.

YYEM therefore is not directly subject to PRC laws and

regulations regarding the general conduct of its business or regarding overseas listings.

Nevertheless,

with its headquarters and substantial operations in Hong Kong, YYEM faces risks and uncertainties associated with the complex and evolving

PRC laws and regulations, including whether and how PRC government statements and regulatory developments, such as those relating to

corporate structure, overseas listings, data- and cybersecurity, and anti-monopoly concerns, would be applicable to Hong Kong companies

such as YYEM, and whether and when the Chinese government might exercise significant oversight over the conduct of business in Hong Kong.

If YYEM were to become subject to PRC laws and regulations, it could incur material costs to ensure compliance, and it might be subject

to fines, no longer be permitted to conduct offerings to foreign investors, or no longer be permitted to continue business operations

as presently conducted.

uncertainties regarding the enforcement of laws and the fact that rules and regulations in China can change quickly with little advance

notice, along with the risk that the Chinese government may intervene in or influence YYEM’s operations, could result in a material

change in its operations and the value of the securities we are registering, including the possibility that the value of such securities

could become worthless.

recent years, the PRC government initiated, with little advance notice, a series of regulatory actions and statements to regulate certain

types of business operations in mainland China, including cracking down on illegal activities in the securities market, enhancing supervision

over mainland China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope

of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement.

For example, the General Office of the Communist Party

of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities

in the securities market, requiring various governmental authorities to strengthen cross-border oversight of law-enforcement and judicial

cooperation, to enhance supervision over mainland China-based companies listed overseas, and to establish and improve the system of extraterritorial

application of the PRC securities laws.

The CAC also promulgated the various data security-related measures described above under “ Greater

oversight by the Cyberspace Administration of China over data security, particularly for companies seeking to list on a foreign exchange,

could adversely impact our business and our offering.

” As explained above, we believe the Company and its subsidiaries are

not directly subject to the regulations and rules issued by CAC and other governmental agencies.

February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises

(the “New Overseas Listing Rules”) with five interpretive guidelines, which took effect on March 31, 2023.

The New Overseas

Listing Rules require Chinese domestic enterprises to complete filings with relevant governmental authorities and report related information

under certain circumstances.

The new rules provide that the determination as to whether a Chinese domestic company is indirectly offering

and listing securities on an overseas market shall be made on a substance-over-form basis, and if the issuer meets the following conditions,

the offering and listing will be deemed an indirect overseas offering and listing by a Chinese domestic company:

(i) the revenue, profit,

total assets or net assets of the Chinese domestic entity constitutes more than 50% of such item in the issuer’s audited consolidated

financial statements for the most recent fiscal year;

or (ii) the senior managers in charge of business operations and management of

the issuer are mostly Chinese citizens or with a regular domicile in China, the main locations of its business operations are in China,

or its main business activities are conducted in China.

YYEM is headquartered in Hong Kong, and at least 50% of its executive officers

and directors are based in Hong Kong and are not Chinese citizens.

Furthermore, all of its assets are located in Hong Kong and all of

its revenue and profit is generated from operations in Hong Kong.

We therefore believe that YYEM is not subject to the New Overseas Listing

February 24, 2023, the CSRC, the Ministry of Finance, the National Administration of State Secrets Protection, and the National Archives

Administration released the Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities

Offering and Listing by Domestic Companies (the “Confidentiality and Archives Administration Provisions”), which took effect

on March 31, 2023.

PRC domestic enterprises seeking to offer securities and list in overseas markets, either directly or indirectly,

are required to establish and improve their confidentiality systems and archives work and to complete various approval and filing procedures

with competent authorities, if such PRC domestic enterprises or their overseas listing entities provide or publicly disclose documents

or materials involving state secrets and work secrets of state organs to relevant securities companies, securities service institutions,

overseas regulatory agencies, or other entities and individuals.

of the date of this Annual Report, these new laws and guidelines have not impacted YYEM’s ability to conduct its business.

headquartered in Hong Kong and does not have a VIE structure.

YYEM is not a cyberspace operator with personal information of more than

1 million users or activities that affect or may affect the national security of China, and it does not possess documents and materials

likely to affect the national security or public interest of China.

However, any change in foreign investment regulations or other policies

in China, or related enforcement actions by the PRC government, could result in a material change in YYEM’s operations and the

value of our Common Stock and could significantly limit or completely hinder our ability to offer our Common Stock to investors or cause

the value of our Common Stock to significantly decline or be worthless.

are subject to risks relating to economic, political, legal, and social conditions in Hong Kong.

though much of YYEM’s revenue is derived from licensees outside Hong Kong, any adverse changes in the economic, political, legal,

and social conditions of Hong Kong could lead to an adverse impact on the demand for YYEM’s services and result in deteriorating

financial performance of the Company.

cannot assure you that there will not be any political movements or large-scale political unrest in Hong Kong that could adversely impact

If such unrest or movement persists for a substantial period of time, it may lead to disruption of the general economic,

political, and social conditions in Hong Kong, and YYEM’s overall business, results of operations, and financial condition may

be adversely affected.

Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security

Law”) could impact YYEM’s operations in Hong Kong.

June 30, 2020, the Standing Committee of the PRC National People’s Congress adopted the Hong Kong National Security Law.

defines the duties of the government bodies responsible for safeguarding national security and specifies four categories of offences

- secession, subversion, terrorist activities, and collusion with a foreign country or external elements to endanger national security

- and their corresponding penalties.

On July 14, 2020, the U.S.

President signed the Hong Kong Autonomy Act (the “HKAA”),

into law, authorizing the U.S.

administration to impose blocking sanctions against individuals and entities who are determined to have

materially contributed to the erosion of Hong Kong’s autonomy.

On August 7, 2020, the U.S.

government imposed HKAA-authorized sanctions

on eleven individuals, including the then Hong Kong Chief Executive Carrie Lam and the current Hong Kong Chief Executive John Lee.

October 14, 2020, the U.S.

State Department submitted to relevant committees of Congress the report required under the HKAA, identifying

persons materially contributing to “the failure of the Government of China to meet its obligations under the Joint Declaration

or the Basic Law.” The HKAA further authorizes secondary sanctions, including the imposition of blocking sanctions, against foreign

financial institutions that knowingly conduct a significant transaction with a foreign person sanctioned under this authority.

The imposition

of sanctions may directly affect foreign financial institutions as well as any third parties or customers dealing with any foreign financial

institution that is targeted.

The ramifications of the Hong Kong National Security Law and the HKAA are still unfolding, and it is therefore

difficult to predict the full impact on Hong Kong and companies located in Hong Kong.

If YYEM is accused of violating the Hong Kong National

Security Law or the HKAA by competent authorities, its business operations, financial position, and results of operations could be materially

and adversely affected.

Related to Ownership of Our Shares

is currently limited liquidity of shares of our common stock.

can give no assurance that an active trading market for shares of our common stock will develop on the Nasdaq or if its develops, will

be sustained, or that the shares of common stock will trade at or above the public offering price.

Failure to develop or maintain a trading

market could negatively affect its value and make it difficult or impossible for you to sell your shares.

Even if a market for common

stock does develop, the market price of common stock may be highly volatile.

In addition to the uncertainties relating to future operating

performance and the profitability of operations, factors such as variations in interim financial results or various, as yet unpredictable,

factors, many of which are beyond our control, may have a negative effect on the market price of our common stock.

The liquidity of the

shares of our common stock may also be affected adversely by a forward stock split given the reduced number of shares that will be outstanding

following a reverse stock split, especially if the market price of our common stock does not increase as a result of the forward stock

stock price may be volatile, or may decline regardless of our operating performance, and you could lose all or part of your investment

1 unchanged sentence

loss and wide fluctuation in the market value of your investment.

The market price of our common shares could be subject to significant

The market price of our Common Stock could be subject to significant

fluctuations in response to the factors described in this section and other factors, many of which are beyond our control.

1 unchanged sentence

or anticipated variations in our quarterly and annual operating results or those of companies perceived to be similar to us;

conditions, particularly during holiday shopping periods;

in expectations as to our future financial performance, including financial estimates by securities analysts and investors, or differences

9 unchanged sentences

addition, the securities markets have experienced significant price and volume fluctuations that have affected and continue to affect

market price of equity securities of many companies.

the market price of equity securities of many companies.

These fluctuations have often been unrelated or disproportionate to the operating

11 unchanged sentences

If one or more of these

analysts cease coverage of us, we could lose visibility in the market, which in turn could cause our common share price and trading volume

do not intend to pay dividends on our shares of common stock and under the terms of certain outstanding loans, we are not permitted to

pay any dividends.

analysts cease coverage of us, we could lose visibility in the market, which in turn could cause the price and trading volume of our

Common Stock to decline.

to the Acquisition, our stockholders have a significantly lower ownership and voting interest in us than they had in Connexa prior thereto

and exercise less influence over management and policies of Connexa.

on the number of shares of our Common Stock outstanding as of the close

of business on Augusts 7, 2025, stockholders of the Company owned approximately 44.2% of the outstanding shares of our Common Stock and

the YYEM shareholder owned approximately 55.8% of the outstanding shares of our Common Stock.

Consequently, the YYEM Seller is able to

exert significant influence over certain matters, including matters that must be resolved by a general meeting of shareholders, such as

the election of members to the board of directors or the declaration of dividends or other distributions.

To the extent that the interest

of this shareholder may differ from the interests of the Company’s other shareholders, the Company’s other shareholders may

be disadvantaged by any actions that this shareholder may seek to pursue.

Additionally, stockholders may not realize a benefit from the

Acquisition commensurate with the ownership dilution they experienced in connection with that transaction.

we expect that our Common Stock will remain listed on Nasdaq, there can be no assurance that we will be able to comply with the continued

listing standards of Nasdaq.

July 9, 2025, we received a letter (the “Notice”) from the Listing Qualifications Department of Nasdaq indicating that, as

a result of Warren Andrew Thomson’s resignation from the Board and the audit committee of the Board (the “Audit Committee”),

effective June 12, 2025, the Company is not currently in compliance with Nasdaq Listing Rule 5605.

The Notice has no immediate effect

on the listing or trading of the Company’s common stock.

Listing Rule 5605 requires that (i) a majority of the Board be comprised of independent directors and (ii) the Audit Committee be comprised

of at least three independent directors.

The Company currently has four directors, only two of whom qualify as independent directors.

In addition, the Audit Committee currently comprises only two independent directors.

Notice states that, consistent with Nasdaq Listing Rules 5605(b)(1)(A) and 5605(c)(4), Nasdaq will provide the Company a cure period

in order to regain compliance as follows:

(i) until the earlier to occur of the Company’s next annual stockholders’ meeting

or June 12, 2026;

or (ii) if the next annual stockholders’ meeting is held before December 9, 2025, then the Company must evidence

compliance no later than December 9, 2025.

The Company intends to appoint an additional independent director to serve as a member of

the Board and the Audit Committee prior to the end of the cure period described above.

Nasdaq delists our Common Stock due to our failure to meet its continued listing standards, we and our stockholders could face significant

material adverse consequences including:

● a limited availability

of market quotations for our securities;

● a determination

that our Common Stock is a “penny stock,” which will require brokers trading in our shares to adhere to more stringent rules,

possibly resulting in a reduced level of trading activity in the secondary trading market for our shares;

● a limited amount

of analyst coverage and more limited universe of potential investors in our securities;

● a decreased ability

to issue additional securities or obtain additional financing in the future.

price of our Common Stock may continue to be especially volatile, and if the Acquisition’s benefits do not meet the expectations

of investors, stockholders, or financial analysts, the market price of our Common Stock may decline.

to the Acquisition, there was no public market for YYEM’s securities.

Accordingly, the valuation ascribed to YYEM and our Common

Stock in the Acquisition might not have been indicative of the price that will prevail in the trading market following the Acquisition.

If an active market for our Common Stock continues, the trading price could be especially volatile, and fluctuations in the price of

our Common Stock could contribute to the loss of all or part of your investment.

For the period following the Acquisition and beyond,

our stock price may be subject to wide fluctuations in response to various factors, some of which are beyond our control.

factors listed below, among others, could have a material adverse effect on your investment, and our Common Stock may trade at prices

significantly below the price you paid for them.

In such circumstances, the trading price of our Common Stock may not recover and may

experience a further decline.

the benefits of the Acquisition, and the performance of the Company more broadly, do not meet the expectations of investors or securities

analysts, the market price of our Common Stock may decline.

Broad market and industry factors may materially harm the market price of

our securities irrespective of our operating performance.

The stock market in general, and Nasdaq in particular, have experienced price

and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected.

The trading prices and valuations of these stocks, and of our securities, may not be predictable.

A loss of investor confidence in the

market for retail stocks or the stocks of other companies which investors perceive to be similar to us could depress our stock price

regardless of our business, prospects, financial condition, or results of operations.

A decline in the market price of our securities

also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

do not intend to pay dividends on the shares of our Common Stock.

intend to retain all of our earnings, if any, for the foreseeable future to finance the operation and expansion of our business and do

3 unchanged sentences

financial condition, capital requirements, and other factors that our Board of Directors deems relevant.

In addition, under the terms

of certain loan agreements between the Company and its lenders, the Company, we may not make any distributions until these loan agreements

are repaid in full.

At this time, such loans have not been repaid in full.

As a result, you should expect to receive a return on your

investment in our common shares only if the market price of our common stock increases, which may never occur.

sales, or the perception of future sales, of our common stock may depress the price of our common stock.

of April 30, 2024, we had 1,828,541 outstanding common shares.

Of these shares, 1,230,099 shares were in the public float.

The remaining

598,442 shares common stock outstanding were “restricted securities” within the meaning of Rule 144.

On January 19, 2024,

the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with three investors (the

“Investors”) for the issuance and sale to each investor of (i) 116,510 shares of common stock (the “Shares”)

and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 1,258,490 shares of its common stock

at a combined purchase price of 4.00 per share of the common stock for an aggregate amount of approximately $16.5 million (the “Offering”).

The Pre-Funded Warrants have an exercise price of $0.0002 per share of common stock and are exercisable beginning on the date stockholder

approval is received and effective allowing exercisability of Pre-Funded Warrants under Nasdaq rules until the Pre-Funded Warrants are

exercised in full.

The aggregate number of Shares to be issued is 349,530 and the aggregate number of Pre-Funded Warrants is 3,775,470.

Additional sales of our common shares in the public market after the date hereof, or the perception that these sales could occur, could

reduce the market price of our common stock.

will be required to file an additional registration statement once we regain compliance with the Nasdaq listing requirements.

September 8, 2021, we filed a registration statement with the SEC to register 182,000 shares of common stock for resale by certain selling

stockholders, which was declared effective on January 27, 2022.

Following our public offering resulting in our common stock being listed

on Nasdaq, additional conversion shares need to be registered.

We also have agreed to register additional shares in connection with our

recent financing.

Business—Recent Developments” for more information.

of the Company’s large shareholders may be able to exert significant influence on the Company and their interests may conflict

with the interests of its other shareholders .

of the Company’s large shareholders, including our officers and directors, represented approximately 21.6% of the Company’s

voting rights as of April 30, 2024.

Therefore, these shareholders would be able to exert significant influence over certain matters,

including matters that must be resolved by the general meeting of shareholders, such as the election of members to the board of directors

or the declaration of dividends or other distributions.

To the extent that the interests of these shareholders may differ from the interests

of the Company’s other shareholders, the Company’s other shareholders may be disadvantaged by any actions that these shareholders

may seek to pursue.

stockholders may not be able to enforce judgments entered by United States courts against certain of our officers and directors.

You should expect to receive

a return on your investment in our Common Stock only if the market price of the stock increases, which may never occur.

stockholders may not be able to enforce judgments entered by U.S.

courts against our officers and directors.

are incorporated in the State of Delaware.

However, some of our directors and executive officers may reside outside of the U.S.

result, our stockholders may not be able to effect service of process upon those persons within the U.S.

or enforce against those persons

judgments obtained in U.S.

sale of a large number of shares of common stock by our principal shareholder could depress the market price of our common stock.

of April 30, 2024, Yonah Kalfa beneficially owned approximately 12.2% of our common stock outstanding.

The shares may become available

for resale, subject to the requirements of the U.S.

securities laws.

The sale or prospect of a sale of a substantial number of these

shares could have an adverse effect on the market price of our common stock.

sales of our common stock may result in a decrease in the market price of our common stock, even if our business is doing well.

market price of our common stock could drop due to sales of a large number of shares of our common stock in the market or the perception

However, all of our directors and executive officers reside outside the United States.

a result, our stockholders may not be able to effect service of process upon those persons within the United States or enforce against

those persons judgments obtained in U.S.

sales of shares of Common Stock may result in a decrease in the market price of our Common Stock, even if our business is doing well.

market price of our Common Stock could decline due to sales of a large number of shares of Common Stock in the market or the perception

that such sales could occur.

This could make it more difficult to raise funds through future offerings of Common Stock.

we fall out of compliance with the Bid-Price Rule and implement a reverse stock split to regain compliance with such rule,

it may not result in a proportional increase in the per share price of our common stock.

June 2022, we have had to effect three reverse splits in order to become compliant or regain compliance with the Bid Price Rule.

we again fall out of compliance with the Bid Price Rule, we may have no choice but to effect a fourth reverse split.

The effect of a

future reverse stock split, if any, on the market price for our common stock cannot be accurately predicted.

In particular, we

cannot assure you that the prices for shares of the common stock after a future reverse stock split will increase proportionately to

prices for shares of our common stock immediately before a reverse stock split.

The market price of our common stock may also be

affected by other factors which may be unrelated to a future reverse stock split or the number of shares outstanding.

even if the market price of our common stock does rise following a reverse stock split, we cannot assure you that the market price of

our common stock immediately after a reverse stock split will be maintained for any period of time.

Moreover, because some investors

may view a reverse stock split negatively, we cannot assure you that a reverse stock split will not adversely impact the market price

of our common stock.

Accordingly, our total market capitalization after a reverse stock split may be lower than the market capitalization

before a reverse stock split.

may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares .

Board of Directors has authority, without action or vote of the shareholders, to issue all or part of the authorized 1,000,000,000 shares

that are not issued or reserved for issuance under convertible or exchangeable instruments.

In addition, we may attempt to raise additional

capital by selling shares, possibly at a deep discount to market.

These actions will result in dilution of the ownership interests of

existing shareholders, further dilute common stock book value, and that dilution may be material.

reverse stock split may not help generate additional investor interest.

can be no assurance that a reverse stock split will result in a per share price that will attract institutional investors or investment

funds or that such share price will satisfy the investing guidelines of institutional investors or investment funds.

As a result, the

trading liquidity of our common stock may not necessarily improve.

can be no assurances that our common stock will not be subject to potential delisting if we do not regain compliance with the listing

requirements of the Nasdaq.

have listed the shares of our common stock on the Nasdaq, under the symbol “YYAI.” As such we are subject to, among other

things, our fulfilling all of the listing requirements of the Nasdaq.

In addition, Nasdaq has rules for continued listing, including,

without limitation, minimum market capitalization and other requirements.

As described above under “Item 1.

Business—Recent

Developments,” Nasdaq informed us that we are deficient with respect to several continued listing criteria.

Failure to maintain

our listing (i.e., being de-listed from the Nasdaq), would make it more difficult for shareholders to sell our common stock and more

difficult to obtain accurate price quotations on our common stock.

This could have an adverse effect on the price of our common stock.

Our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any financing we may need in

the future, may also be materially and adversely affected if our common stock is not traded on a national securities exchange.

have received notices of delinquency from the Nasdaq for violations of listing rules and there is no assurance that we will regain compliance

and maintain our listing on the Nasdaq.

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”).

In addition, the Company did not

meet the alternatives of listed securities or net income from continuing operations as of the date of the letter.

The Company timely

submitted a compliance plan to the Panel and on August 23, 2023 received notice from Nasdaq that it has until January 22, 2024 to demonstrate

compliance with the Minimum Stockholders’ Equity Requirement.

On January 22, 2024, the Company consummated and received a cash

investment of $16,500,000 (as described in more detail below), which increased the Company’s stockholder equity to $4,045,326,

which has brought the Company back into compliance with the Minimum Stockholders’ Equity Requirement.

On January 30, 2024, the

Company received a letter from Nasdaq confirming that following the receipt of a an investment of $16.5 million as disclosed in the Company’s

current report filed on Form 8-K on January 24, 2024 (i) the Company has regained compliance with the minimum shareholder equity requirement

in Listing Rule 5550(b)(1) (the “Equity Rule”), as required by the Nasdaq Hearing Panel’s decision dated April 12,

2023, and (ii) in application of Listing Rule 5815(d)(4)(B), the Company will be subject to a mandatory panel monitor for a period of

one year from the date of such letter.

If, within that one-year monitoring period, the Company is no longer in compliance with the Equity

Rule, then, notwithstanding Rule 5810(c)(2), the Company will not be permitted to provide Nasdaq with a plan of compliance with respect

to such deficiency and Nasdaq will not be permitted to grant additional time for the Company to regain compliance with respect to such

deficiency, nor will the Company be afforded an applicable cure or compliance period pursuant to Ruel 5810(c)(3).

Instead, Nasdaq will

issue a delist determination letter and the Company will have the opportunity to request a new hearing.

The Company will have the opportunity

to respond/present to the hearing panel as provided by Listing Rule 5815(d)(4)(C) and the Company’s securities may at that time

be delisted from Nasdaq.

December 12, 2023, the Company received a letter (the “Notice”) from the Staff informing the Company that because the closing

bid price for the Common Stock listed on Nasdaq was below $1.00 for 30 consecutive trading days, the Company was not in compliance with

the minimum bid price requirement for continued listing on Nasdaq as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum

Bid Price Requirement”).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was given a period of 180 calendar days

from December 12, 2023, or until June 10, 2024, to regain compliance with the Minimum Bid Price Requirement.

June 11, 2024, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”)

indicating that (i) the Company did not regained compliance with the Rule within the prescribed time period and is not eligible for a

second 180-day remediation period.

Specifically, the Company did not comply with the $5,000,000 minimum stockholders’ equity initial

listing requirement for The Nasdaq Capital Market under the Equity Standard and (ii) unless the Company requests an appeal by June 18,

2024, of this determination, Nasdaq has determined that the Company’s securities will be scheduled for delisting from Nasdaq and

will be suspended at the opening of business on June 21, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission

(the “ SEC ”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market

(the “ Delisting Determination ”).

Company appealed of the Delisting Determination on June 18, 2024 by requesting a hearing before the Panel to stay the suspension of

the Company’s securities and the filing of the Form 25-NSE with the SEC.

On June 27, 2024, the Company effected a 1-20 reverse

stock split, which brought its share price to $8.52, which, in turn, caused the Company to regain compliance with the Minimum

Bid Price Requirement and on July 18, 2024, the Company received notice from the Nasdaq that the Delisting Determination

had been withdrawn.

can be no assurance that the Company will be able to satisfy the Nasdaq’s continued listing requirements.

If the Company’s

common stock ceases to be listed for trading on the Nasdaq Capital Market, the Company would expect that its common stock would be traded

on one of the three tiered marketplaces of the OTC Markets Group.

securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price

and trading volume could decline.

of Common Stock that are not issued or reserved for issuance under convertible or exchangeable instruments.

In addition, we may attempt

to raise additional capital by selling shares, possibly at a deep discount to the market price.

These actions may result in material

dilution of the ownership interests of existing shareholders and the book value of our Common Stock.

securities or industry analysts do not publish research, or they publish inaccurate or unfavorable research about our business, our stock

price and trading volume could decline.

trading market for our Common Stock will depend in part on the research and reports that securities or industry analysts publish about

2 unchanged sentences

If no securities

or industry analysts commence coverage of our company, the trading price for our stock may be negatively impacted.

In the event securities

or industry analysts commence coverage of our company, the trading price of our stock may be negatively impacted.

In the event that securities

or industry analysts initiate coverage, if one or more of the analysts who covers us downgrades our stock or publishes inaccurate or

2 unchanged sentences

or fails to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume

of our Common Stock may be diluted by the future issuance of additional shares of Common Stock or preferred stock, or securities convertible

into shares of Common Stock or preferred stock, in connection with incentive plans, acquisitions or otherwise;

future sales of such shares

in the public market or the expectation that such sales may occur may decrease the market price of our Common Stock.

could issue a significant number of shares of Common Stock post-Acquisition, for example in connection with investments or acquisitions.

We may increase the number of shares of Common Stock reserved for the Slinger Bag Inc.

Global Share Incentive Plan (2020) which would

provide additional shares of Common Stock for the issuance, pursuant to the terms and subject to the conditions set forth in such plan,

of long-term incentive compensation which may take the form of options, restricted stock units or other securities.

Any of these issuances

could dilute existing stockholders of the Company, and such dilution could be significant.

Moreover, such dilution could have a material

adverse effect on the market price for the shares of our Common Stock.

Any issuance of shares of preferred stock with voting rights may

adversely affect the voting power of the holders of shares of our Common Stock, either by diluting the voting power of our Common Stock

if the preferred stock votes together with the Common Stock as a single class, or by giving the holders of any such preferred stock the

right to block an action on which they have a separate class vote, even if the action were approved by the holders of our Common Stock.

The future issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms

favorable to the holders of preferred stock could adversely affect the market price for our Common Stock by making an investment in the

Common Stock less attractive.

For example, investors in the Common Stock may not wish to purchase Common Stock at a price above the conversion

price of a series of convertible preferred stock because the holders of the preferred stock would effectively be entitled to purchase

Common Stock at the lower conversion price, causing economic dilution to the holders of Common Stock.

As of April 30, 2025, the Company

had no shares of preferred stock authorized, issued or outstanding.

of the Company’s large shareholders may be able to exert significant influence on the Company and their interests may conflict

with the interests of its other shareholders.

of the Company’s large shareholders, including our officers and directors, represented approximately 55.8% of the Company’s voting rights as of August 7,

Therefore, these shareholders would be able to exert significant influence over certain matters, including matters that must be

resolved by the general meeting of shareholders, such as the election of members to the board of directors or the declaration of dividends

or other distributions.

To the extent that the interests of these shareholders may differ from the interests of the Company’s other

shareholders, the Company’s other shareholders may be disadvantaged by any actions that these shareholders may seek to pursue.

stockholders may not be able to enforce judgments entered by United States courts against certain of our officers and directors.

are incorporated in the State of Delaware.

However, some of our directors and executive officers may reside outside of the U.S.

result, our stockholders may not be able to effect service of process upon those persons within the U.S.

or enforce against those persons

judgments obtained in U.S.

our shares of common stock become subject to the penny stock rules, it would become more difficult to trade our shares.

17 unchanged sentences

difficulty selling their shares.

significant portion of our total outstanding shares is restricted from immediate resale but may be sold into the market in the near future,

which could cause the market price of our common stock to decline significantly, even if our business is doing well.

of a substantial number of shares of our common stock in the public market could occur at any time.

Upon the expiration or early release

of any or all of the lock-up agreements entered into between the Representatives and each of our directors, executive officers and holders

of more than 5% of our outstanding common stock, a significant amount of shares of our common stock may be sold, or there may be a perception

that they will be sold, in the public market.

Additionally,

upon the (i) expiration of, (ii) early release of, and (iii) terms permitting sales of shares of the Company’s common stock at

certain times, a significant amount of shares of our common stock may be sold, or there may be a perception that they will be sold, in

the public market.

the sale, or the perception that a sale will occur, as described above, our stock price may decline significantly, even if our business

is doing well.

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 1A. Risk Factors