What changed in this filing

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Item 9A. Controls and Procedures

2025-08-13 compared with 2024-07-25 · 344 added, 574 removed, 142 unchanged (87% of the section changed)

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is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

the supervision and with the participation of our management, including our Chief Executive Officer, we evaluated the effectiveness of

the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end

of the period covered by this report.

Based upon that evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded

that our disclosure controls and procedures were not effective as of April 30, 2024.

the supervision and with the participation of our management, including our Chief Executive Officer and principal financial officer,

we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under

the Exchange Act) as of the end of the period covered by this report.

Based upon that evaluation, our Chief Executive Officer and Chief

Financial Officer concluded that our disclosure controls and procedures were effective as of April 30, 2025.

in Internal Control Over Financial Reporting

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financial reporting is defined in Rules 13a-15(f) under the Exchange Act as a process designed by, or under the supervision of, our Chief

Executive Officer and effected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles

generally accepted in the United States and includes those policies and procedures that:

Executive Officer and principal financial officer and effected by our Board of Directors, management and other personnel to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance

with accounting principles generally accepted in the United States and includes those policies and procedures that:

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

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with authorizations of our management and directors;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material impact on the financial statements.

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposal of our assets that could

have a material impact on our financial statements.

of inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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includes using the criteria in Internal Control-Integrated Framework (2013), an integrated framework issued by the Committee of Sponsoring

Organizations of the Treadway Commission, for the evaluation of internal control to identify the risks and control objectives related

Organizations of the Treadway Commission, known as COSO, for the evaluation of internal control to identify the risks and control objectives related

to the evaluation of our control environment.

on our evaluation under the framework described above, our management has concluded that our internal control over financial reporting

was not effective as of April 30, 2024 due to the following material weaknesses that were identified:

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

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

over financial reporting.

the Company continues to have limited internal finance staff, Management believes there are strong processes and controls in place over financial

Over the past fiscal year, significant improvements were implemented in our internal controls over financial reporting that

have remediated prior disclosed weaknesses regarding the Company’s lack of control s over

inventory reporting, as well as timely review of transactions and reconciliations.

As of April 30, 2024, management is satisfied

those deficiencies have been corrected and implemented processes will ensure reporting accuracy and timeliness.

while the Company continues to lack internal resources with adequate knowledge/expertise to ensure US GAAP compliance, the Company engages

on a contractual basis a strong, experienced firm to oversee those services and provide guidance to the Company in these matters.

Between those resources, and our tax consultants, management believes reporting is US GAAP compliant, and the prior weaknesses have

been remediated as of April 30, 2024.

Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control

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OTHER INFORMATION

DISCLOSURE REGARDIG FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS

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

Chief Executive Officer, Treasurer and Director

Marketing Officer

Innovation Officer and Director

McKeown, our former chief business integration officer, resigned in January 2023, and Tom Dye’s (former Chief Operating

Officer) employment agreement terminated on April 30, 2024 but both continue to provide service to the Company as outside

November 17, 2022, Gabriel Goldman and Rohit Krishnan resigned from the board of directors of the Company.

Gabriel and Rohit were members

of the audit and compensation committees.

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

Neither Gabriel nor Rohit advised the Company of any disagreement with the Company on any matter relating to its operations, policies

or practices.

On July 14, 2023, Messrs.

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

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

directors are anticipated to be elected for one-year terms at the annual shareholders’ meeting.

Officers will hold their positions

pursuant to their respective service agreements.

forth below is a brief description of the background and business experience of our executive officers and directors for the past five

History of Mike Ballardie

Ballardie has served as our President, Chief Executive Officer and a Director since June 2019.

Mike is an experienced and widely

recognized tennis industry leader with 35 years of experience in tennis as a player, a coach and business leader.

Mike started his tennis

business career at Wilson in the late 1980s where he spent 11 years growing and ultimately leading Wilson’s Europe, Middle East

and Africa Racquet sports division.

2002, Mike joined Prince Sports Europe as vice-president and managing director and stayed in this role through 2012.

In 2003, Mike was

part of the management buyout team that acquired the Prince brand from Benetton Sports in partnership with a private equity group.

2007, after a highly successful business turnaround the business was sold with the management team in place to another U.S.

based private

equity group.

2013, Mike became the Chief Executive Officer of Prince Global Sports, a role in which he stayed until 2016.

Prince Global Sports, Mike owned and operated FED Sports Consulting where he managed all aspects of a major restructuring project involving

Waitt Brands (a holding company for Prince Global Sports) and Trilium Ltd (UK), a childcare business, from 2018 to 2019.

prior to joining Prince Sports, Mike worked for VF Corp., where he built the international business for their JanSport brand from scratch.

also served for many years as an Executive Board Director for the Tennis Industry Association (TIA) both in the USA and in the UK.

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

History of Tom Dye

Dye joined the Company as Chief Operating Officer on May 1, 2020.

Tom has over 35 years of senior management experience in diverse

consumer goods and manufacturing segments across the Americas, Asia, Europe, Australia and Middle East.

From 1977 to 1990, Tom served

as Vice President of International Operations at Wilson Sporting Goods where he was responsible for multiple international start-up operations,

including launching the first wholly U.S.

owned sporting goods company in Japan.

From 1990 to 2001, Tom served as President of International

Exports at The Coleman Company.

From 2002 to 2009, Tom served in a number of roles at Prince Global Sports, the leading global manufacturer

of tennis rackets, in various roles, including Vice President of Operations, Vice President/General Manager of International Operations,

National Sales Manager and acting Chief Financial Officer.

From 2012 to 2014, Mr.

Dye served as Chief Operating Officer at Prince Global

From 2015 to 2017, Tom served as Chief Operating Officer of HazTek, Inc.

From 2017 to 2018, Tom consulted for Smith Optics, a

sports optical company.

From 2018 until being hired by the Company in May 2020, Tom retired in September 2023.

History of Juda Honickman

Honickman is Chief Marketing Officer for Slinger Bag Inc.

Juda joined Slinger Bag Inc in October 2017 to lead product design and

overall strategy for the Company’s pre-sale crowdfunding initiative which exceeded its goal by 2,600%.

He is responsible for overseeing

the planning, development and execution of the Company’s marketing and advertising initiatives along with ensuring that the Company’s

offering and brand messaging is distributed across all channels and is effectively targeting audiences in order to meet sales objectives.

In his role, Juda oversees the global communications of Slinger’s brand, including consumer insights, digital marketing, creative

development, agency management, marketing effectiveness, social responsibility, sponsorships, media and employee communications.

previously served as The Director of Marketing and Strategy for a global legal tech company and before that oversaw marketing and sales

for an innovative consumer tech business.

History of Mark Radom

September 2019, Mark Radom has been general counsel of Slinger Bag Inc.

Radom has also served as general counsel of The Greater Cannabis

Company, Inc.

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

through 2010, Mr.

Radom was managing director of Carbon MPV Limited, a Cyprus company focused on developing renewable energy and carbon

credit projects.

From 2007 to 2009, Mr.

Radom was general counsel and chief operating officer of Carbon Markets Global Limited, a London-based

carbon credit and renewable energy project developer.

Radom has extensive experience in business development in the renewable energy

and carbon credit sectors.

He has sourced over $100,000,000 in renewable energy, industrial gas and carbon credit projects and managed

many complex aspects of their implementation.

He was legal counsel for a number of carbon and ecological project developers and was responsible

for structuring joint ventures and advising on developing projects through the CDM/JI registration cycle and emission reduction purchase

agreements under the auspices of the Kyoto Protocol.

Prior to this, he worked on Wall Street and in the City of London as a U.S.

and capital markets lawyer where he represented sovereigns, global investment banks and fortune 500 companies across a broad range of

capital raising and corporate transactions.

He is a graduate of Duke University and Brooklyn Law School.

Radom is admitted to practice

law in New York and New Jersey and speaks fluent Russian.

History of Yonah Kalfa

Kalfa joined Slinger Bag as its Chief Innovation Officer in September 2020.

Prior to joining Slinger Bag, Mr.

Kalfa owned and operated

NA Dental, a company active in the dental supply business since 2010.

Kalfa is a director of Pharmedica Ltd., Plaqless Ltd., Dusmit

and Parasonic Ltd.

History of Kirk Taylor

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

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

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

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

federal and state tax credit and incentive programs.

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

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

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

LLP where he worked since 2014.

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

In addition, Kirk is an instructor

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

He received a BS in Accounting and a BS in Finance

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

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

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

for a community development corporation in Indianapolis, Indiana.

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

directors or executive officers.

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

was selected as an officer.

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

404(a) of Regulation S-K.

History of Stephen Crummey

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

Previously, Stephen was

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

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

2017 through March 2021.

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

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

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

History of Rodney Rapson

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

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

Rodney does not have any

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

There are no arrangements or understandings between

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

He has no direct or indirect material interest in any transaction

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

Thomas Tarala

Chief Executive

Officer and Director

Chief Financial Officer

forth below is a brief description of the background and business experience for the past five years of individuals who serve as executive

officers and directors of the Company.

Tarala has 30 years of international corporate finance experience in New York, London, and Hong Kong, including as a partner at two leading

international law firms and as General Counsel for the international operations of one of the largest private conglomerates in China.

As a partner of Baker McKenzie from 2022 to 2024 and Hogan Lovells earlier in his career, Thomas has led U.S.

practices in Hong Kong, advising on equity and debt transactions, as well as cross-border joint ventures involving companies listed on

With a particular focus on the technology sector, he has acted for companies and investment banks in Mainland China, Hong Kong,

Singapore, Indonesia, and Thailand, including on award-winning transactions in the region.

General Counsel of HNA Group (International) Company Limited, the overseas headquarters a large conglomerate, from 2017 to 2022,

Thomas worked closely with the business teams on a wide range of corporate and finance transactions, including multi-billion dollar

acquisitions and divestments of household-name companies, the sale of airlines, and a range of investments ranging from New York and

London skyscrapers to global technology companies, as well as numerous companies that were number one globally in their respective

graduated magna cum laude and Phi Beta Kappa from Georgetown University with a Bachelor of Science degree in Foreign Service and

holds a Juris Doctor degree from the University of Virginia School of Law.

Thomas speaks English, French, Spanish, and Mandarin and is

qualified to practice law in New York, Connecticut, Florida, England and Wales, and Hong Kong.

Ji has been a certified public accountant in China for 25 years and has worked as an accountant at Shenzhen Wanda Accounting Firm since

January 2005.

He is a partner of the firm and also an independent director of a number of listed companies, including Brightstar Technology

Group and Hekeda Technology Co.

Ji graduated from Central Radio and TV University in 1994 with a degree in Business Accounting.

He was certified by the Chinese Institute

of Certified Public Accountants in 1999.

Zhou has 15 years of experience founding, growing, and managing successful enterprises.

His experience extends to such areas as enterprise

management, entertainment technology, and information technology, including as an investor and business manager of a technology company,

as a founder and manager of an innovative entertainment company, and as the founder and manager of several technology companies.

Zhou has served as the Chairman of each of Shenzhen Qiangwo Entertainment Technology Co., Ltd.

and Shenzhen Qianyue Information Technology

Zhou founded Shenzhen Yuanzu Century Network Technology Co., Ltd.

in 2020 and Shenzhen Qiangwo Entertainment

Technology Co., Ltd.

In founding, managing, and growing companies across various industries, Mr.

Zhou has honed his skills in

strategic planning, business development, and team leadership.

Zhou owns 8,127,572 shares of Common Stock, representing 55.8% of the issued and outstanding shares of Common Stock

as of August 7, 2025.

Liu is a certified public accountant, as well as an investor active in the technology industry.

Liu’s career has focused on

technology-related investments and mergers and acquisitions.

He has participated in many well-known transactions in the industry.

an investment director at China Fusion Capital from 2016 to 2020, he helped execute Nasdaq-listed iQiyi’s convertible bond transactions,

Kosdaq-listed Longtu’s acquisition and reverse takeover, Hong Kong-listed Kuaishou’s Series B investment round, and China

Fusion Capital’s acquisition of Particle, Inc.

Since 2020, Mr.

Liu has served as a director of Particle, a San Francisco-based

technology company.

Liu earned a Bachelor of Science degree in mathematics from the University of Minnesota-Twin Cities in 2013 and was awarded a master’s

degree in accounting from George Washington University in 2015.

Liu became a certified public accountant in Washington State in January

(Luke) Liu is an entrepreneur with experience in both traditional industries and the technology and Web3 areas.

(He is not related to

Chenlong Liu.) Mr.

Liu has experience in management and strategy roles in companies ranging from startups to multinationals, and he has

founded several companies over the years.

Liu has has a particular focus on digital strategies at both traditional retailers and

technology companies, as well as in the recruitment field.

He serves as a managing director of MS Consultancy Pte Ltd, a business consultancy

that he founded in November 2020 focusing on recruitment and M&A advisory work.

He previously served as the CEO of World@Meta, a

Singapore-based technology company developing mobile apps and games, where maximizing user engagement was a primary objective.

environments, Mr.

Liu has been responsible for establishing the vision of the enterprise and working across teams to make that vision

Liu graduated from Nanyang Polytechnic, in Singapore, with a Diploma of Information Technology and from Trent University, in Canada,

with a Bachelor of Business Administration.

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

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

board of directors is currently composed of five members.

With the exception of Mike Ballardie and Yonah Kalfa, we have determined that

all of the directors are independent as such term is defined under The Nasdaq Stock Market Rules (the “Nasdaq Rules”).

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

Ballardie and Kalfa are not independent under the

Nasdaq Rules.

Board is currently composed of five members.

With the exception of Thomas Tarala and Hongyu Zhou, we have determined that all of the

directors are independent as such term is defined under The Nasdaq Stock Market Rules.

following table identifies the independent and non-independent current board and committee members:

Thomas Tarala

OF THE BOARD OF DIRECTORS

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

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

independent registered public accounting firm.

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

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

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

of the independent registered public accounting firm.

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

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

quality of our financial reporting.

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

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

Chenlong Liu and Kong Liu, who each satisfy the independence requirements of

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

There was one meeting of the Audit Committee in the financial year ended April 30, 2025, which took place on March

24, 2025, and was attended by both members of the Audit Committee.

Committee Financial Expert

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

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

have determined that Chenlong Liu is qualified as an Audit Committee Financial Expert following the Acquisition, as that term is defined

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

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

The Compensation Committee has the

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

with respect to shareholder proposals related to compensation matters.

Additionally, the Compensation Committee is responsible for administering

the 2020 Global Incentive Plan.

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

The Compensation Committee has

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

recommendations with respect to shareholder proposals related to compensation matters.

Additionally, the Compensation Committee is

responsible for administering the 2020 Global Incentive Plan.

Chenlong Liu and Kong Liu are the independent directors on the

compensation committee, with Kong Liu serving as the chairman.

There was one meeting of the Compensation Committee in financial year ended April 30, 2025, which took place on February

13, 2025, and was attended by both members of the Compensation Committee.

and Corporate Governance Committee

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

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

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

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

by shareholders.

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

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

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

upon their appointment to the board, with Mr.

Rapson serving as the chairman.

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

involving the Board of Directors and its members, developing corporate governance principles, and the oversight of the evaluations of

the Board of Directors and management.

The Nominating and Corporate Governance Committee has not established a policy with regard to

the consideration of any candidates recommended by shareholders.

If we receive any shareholder recommended nominations, the Corporate

Governance Committee will carefully review the recommendations and consider such recommendations in good faith.

Chenlong Liu and Kong Liu, who satisfy the independence requirements of Nasdaq’s rules, serve on our compensation committee, with Chenlong Liu serving

as the chairman.

and Committee Meetings in the 2025 Fiscal Year

the 2024 fiscal year, the Board acted by written consent in lieu of having any meetings and there were no committee meetings insofar

as the committees were not established until July 2023, which was after the 2024 fiscal year had ended.

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

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

Our Board believes

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

Although there

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

on operating growing businesses, and experience with online universities.

The Board held 16 meetings in the financial year ended April 30, 2025;

the Audit Committee held one meeting;

and the Compensation Committee held one meeting.

No director attended fewer than 75% of such meetings

or any applicable committee meetings.

Each committee meeting had 100% attendance by its members.

The Company’s annual general meeting for the financial year ended

April 30, 2024, was attended by Thomas Tarala.

No other director attended because, at the time of the meeting, the Company had not yet

effected the merger of Connexa with YYEM, and none of the Company’s other directors were then serving as directors or otherwise

involved in the Company.

The Company did not have a formal policy for director attendance at annual meetings of security holders during

the financial year ended April 30, 2025 and does not have any such policy in place at the date hereof.

16(a) Beneficial Ownership Reporting Compliance

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

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

reports of ownership and changes in ownership of the Common Stock and other equity securities with the SEC.

These individuals are required

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

Due to administrative error, the required

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

non-employee director will receive 7,500 shares of common stock on the anniversary date each non-employee director was appointed to

In the event, a director should resign from the Board mid-year, such director would receive a pro rata issuance of common

stock at their anniversary date based on the number of days of service since their prior anniversary date.

No fractional shares will

be issued to non-employee director, and any calculation resulting in a fractional share will be rounded up to the next whole share.

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

COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one

or more officers serving on our board of directors.

Board will oversee a company-wide approach to risk management.

Our Board will determine the appropriate risk level for us generally,

assess the specific risks faced by us and review the steps taken by management to manage those risks.

While our Board will have ultimate

oversight responsibility for the risk management process, its committees will oversee risk in certain specified areas.

Specifically,

our compensation committee will be responsible for overseeing the management of risks relating to our executive compensation plans and

arrangements, and the incentives created by the compensation awards it administers.

Our audit committee will oversee management of enterprise

risks and financial risks, as well as potential conflicts of interests.

Our Board of Directors will be responsible for overseeing the

management of risks associated with the independence of our Board.

solely upon a review of Forms 3 and 4 and amendments thereto furnished to the Company during the fiscal year ended April 30, 2025, including

those reports that we have filed on behalf of our directors and Section 16 officers, no director, Section 16 officer, beneficial owner

of more than 10% of the outstanding common stock, or any other person subject to Section 16 of the Exchange Act, failed to file with

the SEC on a timely basis during the fiscal year ended April 30, 2025.

On June 18, 2025, the Board approved

a change in the compensation of the Company’s directors, from a cash payment of $7,500 per financial quarter together with a quarterly

grant of restricted common stock with a market value of $12,500 under the 2020 Plan to cash compensation of $15,000 per financial quarter

with no grant of common stock.

This change applied to the Company’s employee director, Chief Executive Officer of the Company, Thomas

Tarala, for his services as a director of the Company, as well as the other directors.

The cash payments are retroactive to when each

director became a member of the Board, and, as a result, the Company currently owes each director a total of $30,000 for his service on

the Board ($15,000 for the quarter that began on November 1, 2024 and $15,000 for the quarter that began on February 1, 2025).

of Business Conduct and Ethics

of April 30, 2024, the Company has not adopted a code of ethics that applies to its principal executive officers, principal financial

officer, principal accounting officer or controller, or persons performing similar functions as the Company has only recently commenced

Our Board adopted a code of business conduct and ethics that applies to our directors, officers and employees (the “Code

of Business Conduct and Ethics”), to be effective upon effectiveness of the June registration statement.

Upon completion of the

offering, a copy of the code will be available on the Company’s website.

The Company intends to disclose on their website any amendments

to the Code of Business Conduct and Ethics and any waivers of the Code of Business Conduct and Ethics that apply to their principal executive

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

Company currently maintains a code of ethics that applies to all directors, officers, and employees.

A copy of our code of ethics can

be found on the Company’s website.

We expect that any amendments to such code, or any waivers of its requirements, will be disclosed

on our website.

Trading Policy

Company has adopted an insider trading policy that governs the purchase, sale and other dispositions of our securities that applies to

our officers and directors, as well as our employees that have regular access to material nonpublic information about the Company in

the normal course of their duties.

We believe that our insider trading policy is reasonably designed to promote compliance with insider

trading laws, rules, and regulations, and listing standards applicable to us.

A copy of our insider trading policy is filed as Exhibit

19.1 to this Form 10-K.

Legal Proceedings

1 unchanged sentence

of his ability or integrity during the past ten years.

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

Shaik, President of Gameface.

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

Prior to founding Gameface, Mr.

Shaik led product teams at

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

While at Telstra, Shaik led the creation of the

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

In addition to his role at Telstra, Shaik

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

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

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

video decoding solutions at Sony and Intel.

Shaik is a graduate of Visvesvaraya Technological University with a bachelor’s degree in Computer Science with a major in machine learning.

EXECUTIVE COMPENSATION

Compensation Table

table below summarizes all compensation awarded to, earned by, or paid to our then Officers for all services rendered in all capacities

to us for the fiscal years ended as indicated.

and Principal Position

table below summarizes all compensation awarded to, earned by, or paid to our named executive officers (our principal executive officer

and our two most highly compensated executive officers other than our principal executive officer) for the fiscal years ended April 30,

2025 and 2024 for all services rendered in all capacities to us.

Name and Principal Position

Incentive Plan

Ballardie (1)

Honickman (2)

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

Ballardie has served as the Company’s Principal Executive Officer and as Chairman of the Board of Directors since September

16, 2019 and has an address at 2709 N.

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

Honickman has served as the Company’s Chief Marketing Officer since September 16, 2019 and has an address at 2709 N.

Road, Suite 138, Windsor Mill, MD 21244.

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

31, 2023 as the Company’s Chief Business Integration Officer and had an address at 2709 N.

Rolling Road, Suite 138, Windsor

Mill, MD 21244.

Dye served as the Company’s Chief Operating Officer from April 30, 2020 through April 30, 2023 and had an address at 2709 N.

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

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

Rolling Road, Suite

138, Windsor Mill, MD 21244.

Kalfa has served as the Company’s Chief Innovation Officer since September 7, 2020 and has an address at 2709 N.

Rolling Road,

Suite 138, Windsor Mill, MD 21244.

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

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

Thomas Tarala (1)

1,620,000 (2)

Guibao Ji (1)

Mike Ballardie (3)

Yonah Kalfa (3)

Judah Honickman (3)

On November 22, 2024, in

connection with the completion of the Acquisition, Thomas Tarala was appointed Chief Executive Officer and Guibao Ji was appointed

Chief Financial Officer.

As of August 12, 2025,

the amounts listed for Mr.

Tarala are currently owed to him and have not yet been paid.

On November 21, 2024, in

connection with the completion of the Acquisition, Mike Ballardie, Judah Honickman, and Yonah Kalfa, resigned from their respective

positions with the Company, effective immediately.

Equity Awards at Fiscal Year-End

of the current directs and officers have been awarded any equity awards as of April 30, 2025.

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

On April 6, 2020, we entered into a service agreement with our Chief Executive Officer, Mike Ballardie, which was amended

on November 1, 2020.

Pursuant to the service agreement, Mr.

Ballardie will serve as our Chief Executive Officer for a period of five

During the five-year term, Mr.

Ballardie receives a monthly base salary of $50,000 and a bonus payment at a minimum of 50% of

the annual base salary.

We also issued Mr.

Ballardie warrants to purchase 25,000 shares of our common stock.

The warrants were exercisable

at issuance at an exercise price of $0.01 per share and have an expiration date of April 6, 2030.

We also provide standard indemnification

and directors’ and officers’ insurance.

We may terminate Mr.

Ballardie’s employment with cause (as defined under the

agreement) and without cause by giving at least 180 days prior written notice.

If we terminate Mr.

Ballardie without cause, all his unvested

stock and option compensation of any nature will vest without any further action.

Ballardie may resign for good reason (as defined

under the agreement) or without good reason by giving at least 180 days prior written notice.

If we terminate Mr.

Ballardie without cause

or he resigns for good reason, we must pay severance in an amount in lieu of base salary and benefits that would have accrued to Mr.

Ballardie for the greater of (a) the unexpired portion of the term of the agreement or (b) two years, to be paid in full within 30 days

of termination.

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

following such termination if we terminate Mr.

Ballardie without cause or he resigns for good reason.

Ballardie is also subject to

standard confidentiality and non-competition provisions.

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

Pursuant to the service

agreement, Mr.

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

During the three-year term, Mr.

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

We agreed to issue Mr.

Dye warrants to purchase a total of 166 shares of common stock to be issued at the time that certain performance goals are met.

warrants that were to Mr.

Dye on April 30, 2020 are exercisable at issuance at an exercise price of 2,400.00 per share and have an

expiration date of April 30, 2030.

The warrants that were to Mr.

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

price of $31,520.00 per share and have an expiration date of February 9, 2031.

We also agreed to issue a one-time bonus of 188

shares of common stock to Mr.

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

The Company will

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

The Company may terminate Mr.

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

terminate Mr.

Dye without cause, all Mr.

Dye’s unvested stock and option compensation of any nature will vest without any

further action, and we will pay two years base salary severance within 30 days of termination.

In addition, vesting of all unvested

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

Dye may resign for

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

subject to standard confidentiality and non-competition provisions.

Between April 30, 2023 and September 30, 2023, Mr Dye operated as a consultant to

the company and is now retired.

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

the service agreement, Mr.

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

the term of this agreement, Mr.

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

at least 30% of the annual gross base salary.

and We also issued Mr.

McKeown warrants to purchase 188 shares of common stock.

were exercisable at issuance at an exercise price of $8 per share and have an expiration date of The Company will also provide standard

indemnification and directors’ and officers’ insurance.

McKeown was also subject to standard confidentiality and non-competition

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

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

Chief Marketing Officer, Juda Honickman.

Pursuant to the service agreement, Mr.

Honickman will serve as our Chief Marketing Officer for

a period of three years.

During the three-year term, Mr.

Honickman receives an annual base salary of $102,000 and a bonus payment at

a minimum of 50% of his annual base salary.

We also issued warrants to purchase 313 shares of common stock to Mr.

were exercisable at issuance at an exercise price of $2,400.00 per share and have an expiration date of April 30, 2030.

The Company will

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

The Company may terminate Mr.

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

If we terminate

Honickman without cause, all Mr.

Honickman’s unvested stock and option compensation of any nature will vest without any further

action and will pay two years base salary severance within 30 days of termination.

February 12, 2025, the Company approved an employment agreement with Thomas Tarala as the Company’s Chief Executive Officer.

Tarala has been serving in such capacities since November 21, 2024 when the employment agreement was signed.

Tarala’s Employment Agreement (also referred to as a Service Agreement) is for a term of five years but may be terminated at any

time by the Company by giving Mr.

Tarala 180 days’ prior written notice of such termination.

In such a case, all of his unvested

stock, warrant, and option compensation of any nature will vest without any further action required on his part.

Tarala’s right

to receive compensation, whether in cash or securities, will survive any termination of his Employment Agreement.

Tarala’s compensation as Chief Executive Officer of the Company includes (i) a base salary of $720,000 annually (the “Base

Salary”) and (ii) a signing bonus of $300,000 in the form of the Company’s common stock.

In addition, Mr.

vesting of all unvested common or

preferred shares and options and warrants will continue for 12 months following termination.

Honickman may resign for good reason

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

Honickman is also subject

to standard confidentiality and non-competition provisions.

On February 1, 2022, we entered into the second amended and restated service agreement with our General Counsel, Mark Radom.

Pursuant to the service agreement, Mr.

Radom will serve as General Counsel for a period of two.

During the two-year term, we agreed to

Radom a monthly base salary of $12,500, which was subsequently increased to $18,500, and a bonus payment at a minimum of 25%

of the annual base salary.

We agreed to issue Mr.

Radom warrants to purchase a total of 166 shares of common stock to be issued at the

time that certain performance goals are met.

The warrants that were to Mr.

Radom on April 30, 2020 are exercisable at issuance at an

exercise price of 2,400.00 per share and have an expiration date of April 30, 2030.

The warrants that were to Mr.

Radom on February 9,

2021 are exercisable at issuance at an exercise price of $31,520.00 per share and have an expiration date of February 9, 2031.

agreed to issue a one-time bonus of 188 shares of common stock to Mr.

Radom after the value of the Company’s outstanding stock

equals $100 million.

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

may terminate Mr.

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

written notice.

If we terminate Mr.

Radom without cause, all Mr.

Radom’s unvested stock and option compensation of any nature will

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

In addition, vesting

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

resign for good reason (as defined under the agreement) or without good reason by giving at least 120 days prior written notice.

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

On September 7, 2020, we entered into a service agreement with our Chief Innovation Officer, Yonah Kalfa.

Pursuant to the

service agreement, Mr.

Kalfa will serve as our Chief Innovation Officer for a period of three years.

During the three-year term, Mr.

Kalfa receives an annual base salary of 1,162,800 Israeli New Shekel (approximately $350,000) and a bonus payment at a minimum of 25%

of the annual gross base salary.

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

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

The Company may terminate Mr.

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

If we terminate

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

Kalfa may resign for good reason

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

Kalfa is also subject to

standard confidentiality and non-competition provisions.

Tarala is due a

bonus of $1,000,000 in cash and/or securities (with the form of payment to be agreed by and between Mr.

Tarala and the Board) as a

success fee for his role in the merger of Connexa with YYEM (presently a Hong

Kong subsidiary of the Company) and the successful listing of the combined company on The Nasdaq Capital Market.

This success fee has

not yet been paid to Mr.

Tarala is entitled to an annual bonus, earned as of the end of each fiscal year and as of the date of termination of his Employment Agreement,

of at least 100% of his then Base Salary, payable in cash and/or stock, options and/or warrants, as agreed between him and the Board.

Tarala will also be entitled to a special bonus in the event of a Change of Control (as defined below) by the Company (or any successor

entity) in a lump-sum amount equal to 3% of the increased valuation of the surviving corporation resulting from such Change of Control

(with the determination of increased valuation detailed in his Employment Agreement).

The right to receive a special bonus will survive

the termination of Mr.

Tarala’s Employment Agreement for two years.

purposes of Mr.

Tarala’s Employment Agreement, “Change of Control” means the occurrence, in a single transaction or

in a series of related transactions, of any one or more of the following events:

(i) the acquisition by a third party (or more than one

party acting as a group) of securities of the Company representing more than 50% of the combined voting power of the Company’s

then outstanding securities other than by virtue of a merger, consolidation, or similar transaction;

(ii) the closing of a merger, consolidation,

acquisition, or other business combination (a “Business Combination”) other than a Business Combination in which the holders

of the shares immediately prior to the Business Combination have substantially the same proportionate ownership of the common stock of

the surviving corporation immediately after the Business Combination as immediately before;

(iii) the dissolution or liquidation of the

(iv) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company;

the Company acquiring a controlling interest in a business with a value exceeding 66% of YYEM;

or (vi) the dominant business of the Company

in terms of revenue no longer being the licensing out of technology relating to matchmaking or online dating.

Tarala will be entitled to participate in any bonus plans or incentive compensation plans approved by the Company from time to time.

It is agreed that any such plans will be effective as of November 21, 2024.

The Company also agreed to provide Mr.

Tarala with annual

grants, at least once per calendar year and also upon termination of his Employment Agreement, in the form of securities (together, the

“Awards”) with the value of such Awards at the time of grant equivalent to at least 100% of his then Base Salary.

agreed that any securities delivered as part of Mr.

Tarala’s Awards (or as part of his other compensation) will be issued pursuant

to a Securities Act-registered plan if such exists, and, if there is no Securities Act-registered plan, to register the shares as promptly

as possible, with the costs being paid by the Company.

Tarala will be entitled to participate in any equity or option plan (or similar)

adopted by the Company for its directors, officers, or employees.

the extent the Company does not have sufficient funds to pay Mr.

Tarala his Base Salary, Mr.

Tarala will have the option of deferring

the aggregate unpaid amount (the “Deferral Amount”), which will be registered in the Company’s books as a loan given

to the Company by him.

So long as any amount of his Base Salary remains unpaid, Mr.

Tarala will have the option to convert such amount,

or part of it, into shares of the Company (or warrants to purchase shares) at the weighted average trading price of the 10 days prior

to the date of the request by him to exercise this option.

This option will survive the term of Mr.

Tarala’s Employment Agreement.

Tarala was granted the transferable option to include any and all shares of common stock issued by the Company to him pursuant to his

Employment Agreement on each registration statement that the Company files with SEC, subject to pro rata reductions of the shares being

registered pursuant to comments of the staff of the Securities and Exchange Commission.

February 12, 2025, the Company approved an employment agreement with Guibao Ji as the Company’s Chief Financial Officer.

Ji has been serving in such capacity since November 21, 2024.

Ji’s Employment Agreement may be terminated by either party on one month’s written notice.

Ji’s compensation as Chief

Financial Officer of the Company includes (i) an annual salary of $250,000 and (ii) a discretionary bonus to be based on the Company’s

overall business performance.

following table sets forth director compensation for the years ended April 30, 2025 and 2024:

Company awarded Yonah Kalfa, Mike Ballardie and Kirk Taylor 50,000 shares of common stock as compensation for their service as

directors and for their exceptional support of the Company for the fiscal years ended April 30, 2024 and April 30, 2023 and 25,000

shares of common stock to each of Rodney Rapson and Steve Crummey for their service as directors and for their exceptional support

of the Company for the fiscal year ended April 30, 2024.

These awards were approved at the Company’s Annual General Meeting

held on May 15, 2024.

Fees earned or

Thomas Tarala (1)

Hongyu Zhou (1)

Warren Andrew Thomson (1)(2)

Chenlong Liu (1)

Mike Ballardie (3)

Kirk Taylor (3)

Stephen Crummey (3)

Yonah Kalfa (3)

Rodney Rapson (3)

November 22, 2024, in connection with the completion of the Acquisition, Thomas Tarala, Hongyu

Zhou, Warren Thomson, Chenlong Liu, and Kong Liu were appointed as directors of the Company.

June 12, 2025, Warren Andrew Thomson resigned from the board of directors of the Company

and all committees thereof, effective immediately.

November 21, 2024, in connection with the completion of the Acquisition, Mike Ballardie, Kirk Taylor, Stephen Crummey, Yonah Kalfa,

and Rodney Rapson resigned from the board of directors of the Company, effective immediately.

Company issued to the director 300,000 shares of common stock for two years of service and 700,000 shares of common stock for extraordinary

contributions.

Company issued to the director 150,000 shares of common stock for one year of service and 350,000 shares of common stock for extraordinary

contributions.

Options/SAR Grants .

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

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

following table sets forth certain information, as of the date hereof with respect to any person (including any “group”,

42 unchanged sentences

% of Class (1)

Yonah Kalfa (2)**

Mike Ballardie (3)

Judah Honickman (4)

Kirk Taylor (5)

Rodney Rapson (6)

Mark Radom (7)

Steven Crummey (8)

Thomas Tarala

All current officers and directors as a group (5 persons)

indicates a share ownership percentage of less than one percent (1%).

** indicates a share ownership of 5% or higher

Percentages are based on a total of 2,659,149 shares of Common Stock outstanding on the date hereof.

Yonah Kalfa is the founder of the Company, a director and the Company’s Chief Innovation Officer.

Mike Ballardie is the Company’s

Chief Executive Officer, a director and chairman of the Board.

September 2021, Mr.

Kalfa was granted warrants to purchase 1,250 shares of Common Stock at an exercise price of par (i.e., $0.001) in

September 2021 and transferred 525 of such warrants to a third party in August 2022.

All such warrants have a term of 10 years from the

date of issuance and are vested immediately upon grant.

In January 2024, Mr.

Kalfa received 267,380 shares of Common Stock for extraordinary

contribution to the Company and in exchange for waiving his right to receive $1,000,000 in deferred salary.

In May 2024, Mr.

received 15,000 shares of Common Stock for two years of serving as a director and 35,000 shares of Common Stock for extraordinary contribution

to the Company and 263 shares of Common Stock as an award under the Company’s 2020 Plan.

Kalfa currently owns a total of 321,492 shares consisting of (i) 320,505 shares of Common Stock;

and (ii) 988 warrants to purchase shares

of Common Stock.

In April 2020, Mr.

Ballardie was awarded warrants to purchase 625 shares of Common Stock at an exercise price of $0.01 and in September

2021 was awarded warrants to purchase another 1,250 shares of Common Stock at an exercise price of $0.02 per share.

In August 2022, Mr.

Ballardie transferred 263 of such warrants to a third party.

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

and are vested immediately upon grant.

In January 2024, Mr.

Ballardie received warrants to purchase 315,875 shares of Common Stock at

an exercise price of $0.02 for extraordinary contribution to the Company and agreed to waive his right to receive any bonus payments

through January 31, 2024.

In May 2024, Mr.

Ballardie also received warrants to purchase 50,263 shares of Common Stock at an exercise

price of $0.02 consisting of (i) warrants to purchase 15,000 shares of Common Stock for two years of serving as a director, (ii) warrants

to purchase 35,000 shares of Common Stock for extraordinary contribution to the Company and (iii) warrants to purchase 263 shares of

Common Stock as an award under the Company’s 2020 Plan.

All such warrants have a term of 10 years from the date of issuance and

vested immediately upon grant.

In April 2020, Judah Honickman was awarded warrants to purchase 313 shares of Common Stock at an exercise price of $2,320 and, in September

2021, warrants to purchase 13 shares of Common Stock at an exercise price of $27,600.

All such warrants have a term of 10 years from

the date of issuance and vested immediately upon grant.

In May 2024, Mr.

Honickman received an award of 16,750 shares for his extraordinary

contribution to the Company.

Earlier in 2024, the Company agreed to reset the exercise price of all of Mr.

Honickman’s warrants

In May 2024, Kirk Taylor received 15,000 shares of Common Stock for two years of serving as a director and 35,000 shares of Common Stock

for extraordinary contribution to the Company.

In May 2024, Rodney Rapson received 7,500 shares of Common Stock for one year of serving as a director and 17,500 shares of Common Stock

for extraordinary contribution to the Company.

In April 2020, Mark Radom was awarded warrants to purchase 158 shares of Common Stock at an exercise price of $2,320 and, in February

2021, warrants to purchase 188 shares of Common Stock at an exercise price of $31,360.

All such warrants have a term of 10 years from

the date of issuance and vested immediately upon grant.

In May 2024, Mr Radom received an award of 33,500 shares for his extraordinary

contribution to the Company.

Earlier in 2024, the Company agreed to reset the exercise price of all of Mr.

Radom’s warrants to

In May 2024, Steve Crummey received 7,500 shares of Common Stock for one year of serving as a director and 17,500 shares of Common Stock

for extraordinary contribution to the Company.

As of May 24, 2024, King II Ltd holds or has the ability to acquire up to a total of 265,040 shares of Common Stock issuable upon the

exercise of the Pre-Funded Warrants.

As of May 24, 2024, Prosperity Age Ltd holds or has the ability to acquire up to a total of 515,040 shares of Common Stock issuable upon

the exercise of the Pre-Funded Warrants.

As of May 24, 2024, Xingtan Enterprise Management Co.

holds or has the ability to acquire up to a total of 735,000 shares of Common Stock

issuable upon the exercise of the Pre-Funded Warrants.

As of May 24, 2024, Winz Technology Co., Limited holds or has the ability to acquire up to a total of 393,450 shares of Common Stock

issuable upon the exercise of the Pre-Funded Warrants.

As of May 24, 2024, Hong Kong Chengxin Asset Management Co., Limited holds or has the ability to acquire up to a total of 320,950 shares

of Common Stock consisting of 641,900 shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants.

Percentages are based on a total of 14,563,019 shares of Common Stock outstanding as of August 7, 2025.

Authorized for Issuance under Equity Compensation Plans.

1 unchanged sentence

individual compensation arrangements) under which equity securities of the registrant are authorized for issuance.

November 11, 2020, the Board approved the Slinger Bag Inc.

Global Share Incentive Plan (2020), or the 2020 Plan, which was approved by

stockholders holding in the aggregate 999,735 shares of Common Stock, or approximately 75.4% of the Common Stock outstanding on such

The 2020 Plan provides for the grant of awards which are incentive stock options (“ISOs”), non-qualified stock options

(“NQSOs”), unrestricted stock, restricted stock, restricted stock units, performance stock and other equity-based and cash

awards or any combination of the foregoing, to eligible key management employees, non-employee directors, and non-employee consultants

of the Company or any of its subsidiaries (each a “participant”) (however, solely employees of the Company and its subsidiaries

are eligible for incentive stock option awards).

Company reserved a total of 18,750 shares of Common Stock for issuance under awards to be made under the 2020 Plan, all of which may,

but need not, be issued in connection with ISOs.

As of the date hereof, all 37,500 shares had been awarded to management in accordance

with the 2020 Plan and zero (0) shares of Common Stock remain available under the 2020 Plan for future awards.

To the extent that an

award lapses, expires, is canceled, is terminated unexercised or ceases to be exercisable for any reason, or the rights of its holder

terminate, any shares subject to such award shall again be available for the grant of a new award.

The 2020 Plan shall continue in effect,

unless sooner terminated, until the tenth anniversary of the date on which it was adopted by the Board (except as to awards outstanding

on that date).

The Board in its discretion may terminate the 2020 Plan at any time with respect to any shares for which awards have not

theretofore been granted;

provided, however, that the 2020 Plan’s termination shall not materially and adversely impair the rights

of a holder, without the consent of the holder, with respect to any award previously granted.

noted above, on November 11, 2020, the Board approved the 2020 Plan,

which was approved by stockholders holding in the aggregate 999,735 shares of Common Stock, or approximately 75.4% of the Common

Stock outstanding on such date.

The 2020 Plan provides for the grant of awards which are incentive stock options

(“ISOs”), non-qualified stock options (“NQSOs”), unrestricted stock, restricted stock, restricted stock

units, performance stock and other equity-based and cash awards or any combination of the foregoing, to eligible key management

employees, non-employee directors, and non-employee consultants of the Company or any of its subsidiaries (each a

“participant”) (however, solely employees of the Company and its subsidiaries are eligible for incentive stock option

Company currently reserves a total of 1,537,500 shares for issuance under awards to be made under the 2020 Plan, all of which may, but

need not, be issued in connection with ISOs.

To the extent that an award lapses, expires, is canceled, is terminated unexercised or ceases

to be exercisable for any reason, or the rights of its holder terminate, any shares subject to such award shall again be available for

the grant of a new award.

The 2020 Plan shall continue in effect, unless sooner terminated, until the 10th anniversary of the

date on which it was adopted by the Board of Directors (except as to awards outstanding on that date).

The Board of Directors in its

discretion may terminate the 2020 Plan at any time with respect to any shares for which awards have not theretofore been granted;

however, that the 2020 Plan’s termination shall not materially and adversely impair the rights of a holder, without the consent

of the holder, with respect to any award previously granted.

new hires, non-employee directors, and additional non-employee consultants are eligible to participate in the 2020 Plan as well.

1 unchanged sentence

as the grant of awards is dependent upon various factors such as hiring requirements and job performance.

Compensation Plan Information

future issuance

compensation plans approved by security holders

compensation plans not approved by security holders

shares of common stock are available to be issued under the 2020 Plan.

37,500 shares of common stock have previously

been issued pursuant to the 2020 Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

YYEM holds securities of Brightstar

Technology Group Co., Ltd., with a fair value of $1,382,857 as of April 30, 2025.

Hongyu Zhou, a director of the Company, has provided

a guarantee on the value of these shares.

Under a guarantee arrangement, Mr.

Zhou is obligated to compensate the Company for any decline

in the investment’s fair value below the guaranteed amount of $4,210,385.

The amounts receivable from Mr.

Zhou under this guarantee

were $2,827,528 and $2,497,049 as of April 30, 2025 and 2024, respectively.

No amounts are currently due from Mr.

If, upon the Company’s

sale of these securities, the proceeds are less than the guaranteed amount, Mr.

Zhou will be obligated to pay the Company the difference.

This obligation is contingent and will not become payable unless and until the shares are sold.

The balances of $775,406 and $50,145 as of April 30, 2025 and 2024, respectively,

represent amounts payable to Mr.

Zhou for expenses paid on behalf of the Company.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

7 unchanged sentences

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

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

333-259487), filed with the Commission on

June 14, 2022)

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

333-259487), filed with the Commission on June 14, 2022)

Form of Warrant dated October 11, 2023 (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on October 11, 2023)

Form of Warrant dated December 6, 2023 (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on December 6, 2023)

Form of Pre-Funded Warrant dated January 19, 2024 (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on January 24, 2024

Loan and Security Modification Agreement dated October 11, 2023 between the Company, its subsidiaries and Armistice Capital Master Fund Ltd.

(Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on October 11, 2023)

Inducement Letter dated December 6, 2023 (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on December 6, 2023)

Securities Purchase Agreement dated January 19, 2024 (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on January 19, 2024)

Form of Voting Rights Agreement dated January 19, 2024 (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on January 19, 2024)

Smartsports Consulting Agreement dated January 21, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 24, 2024)

Waiver, Warrant Amendment and Second Loan and Security Modification Agreement by and between the Company, the Guarantors, and the Lenders and the Agent , dated February 21, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 21, 2024)

Share Purchase Agreement dated March 18, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 21, 2024)

Share Exchange Agreement dated March 18, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 21, 2024)

Warrant Purchase Agreement by and between the Company, the Holder and Morgan Capital LLC dated April 15, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 18, 2024)

of Incorporation of Connexa Sports Technologies Inc.

(incorporated herein by reference to Exhibit 3.1 of the Current Report on Form

8-K, filed with the SEC on May 16, 2022)

of Amendment to Certificate of Incorporation of Connexa Sports Technologies Inc., filed with the State of Delaware on September 20,

2023 (incorporated herein by reference to Exhibit 3.1 of the Quarterly Report on Form 10-Q, filed with the SEC on October 5, 2023)

of Amendment to Certificate of Incorporation of Connexa Sports Technologies Inc., filed with the State of Delaware on June 26, 2024

(incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on July 2, 2024)

and Restated Bylaws (incorporated herein by reference to Exhibit 3 of the Current Report on Form 8-K, filed with the SEC on October

Purchase Agreement by and between the Company, Hongyu Zhou, and Yuanyu Enterprise Management Co., Limited, dated March 18, 2024 (Incorporated

by reference to the Company’s Current Report on Form 8-K filed on March 21, 2024)

Exchange Agreement by and between the Company, Hongyu Zhou, and Yuanyu Enterprise Management Co., Limited dated March 18, 2024 (Incorporated

by reference to the Company’s Current Report on Form 8-K filed on March 21, 2024)

and Assignment Agreement, dated November 21, 2024, by and between Connexa Sports Technologies Inc.

and J&M Sports LLC (Incorporated

by reference to the Company’s Current Report on Form 8-K filed on November 25, 2024)

Tarala Service Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 18, 2025)

Ji Employment Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 18, 2025)

Agreement, dated January 8, 2025, by and between the Company and A.G.P./Alliance Global Partners (Incorporated by reference to the

Company’s Registration Statement on Form S-3 filed on January 10, 2025)

Purchase Agreement dated June 30, 2025 between the Company and the Investors party thereto (Incorporated by reference to the Company’s

Current Report on Form 8-K filed on July 2, 2025)

Insider Trading Policy

List of Subsidiaries

Consent of OLAYINKA OYEBOLA & CO

Certification

of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14(a) and15d-14(a).

Certification

of Principal Financial Officer Pursuant to Rule 13a-14(a) and15d-14(a).

Certification

of Principal Executive Officer and Pursuant to 18 U.S.C.

Consent of Enrome LLP

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14(a) and15d-14(a).

Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and15d-14(a).

Certification

of Principal Financial Officer Pursuant to 18 U.S.C.

of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

Connexa Sports Technologies Inc.

Compensation Recovery Policy

XBRL Instance Document

9 unchanged sentences

Sports Technologies Inc.

July 24, 2024

Mike Ballardie

President and Chief Executive Officer

August 13, 2025

Thomas Tarala

Director and Chief Executive Officer

Executive Officer)

July 24, 2024

Mike Ballardie

August 13, 2025

Financial Officer

2 unchanged sentences

registrant and in the capacities and on the dates indicated.

Mike Ballardie

Executive Officer, Principal Financial Officer and Principal Accounting Officer, and Director

Juda Honickman

Marketing Officer

Innovation Officer and Director

Stephen Crummey

Rodney Rapson

Thomas Tarala

Executive Officer and Director

Financial Officer and Principal Accounting Officer

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 9A. Controls and Procedures