Simplicity Esports and Gaming Company

WINR

US82887P2092

Internet Services

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2023	Simplicity Esports and Gaming Company announced that it has received $0.06425 million in funding from 1800 Diagonal Lending, LLC	CI
2023	Simplicity Esports and Gaming Company Reports Earnings Results for the Third Quarter and Nine Months Ended February 28, 2023	CI

SIMPLICITY ESPORTS & GAMING CO MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

November 09, 2022 at 06:11 am EST

References in this report (the "Quarterly Report") to "we," "us" or the
"Company" refer to Simplicity Esports and Gaming Company and its consolidated
subsidiaries. The following discussion should be read in conjunction with the
unaudited consolidated financial statements and the notes thereto included in
this Quarterly Report and with the audited consolidated financial statements
included in our Annual Report on Form 10-K for the fiscal year ended May 31,
2022, as filed with the Securities and Exchange Commission (the "SEC").

Special Note Regarding Forward-Looking Statements





This Quarterly Report includes "forward-looking statements" that are not
historical facts, and involve risks and uncertainties that could cause actual
results to differ materially from those expected and projected. All statements,
other than statements of historical fact included in this Quarterly Report
including, without limitation, statements in this "Management's Discussion and
Analysis of Financial Condition and Results of Operations" regarding the
Company's financial position, business strategy and the plans and objectives of
management for future operations, are forward-looking statements. Words such as
"expect," "believe," "anticipate," "intend," "estimate," "seek" and variations
and similar words and expressions are intended to identify such forward-looking
statements. Such forward-looking statements relate to future events or future
performance, but reflect management's current beliefs, based on information
currently available. A number of factors could cause actual events, performance
or results to differ materially from the events, performance and results
discussed in the forward-looking statements. For information identifying
important factors that could cause actual results to differ materially from
those anticipated in the forward-looking statements, please refer to the Risk
Factors sections of the Company's Annual Report on Form 10-K for the fiscal year
ended May 31, 2022, as filed with the SEC as the same may be updated from time
to time, including in this Quarterly Report. The Company's securities filings
can be accessed on the EDGAR section of the SEC's website at www.sec.gov. Except
as expressly required by applicable securities law, the Company disclaims any
intention or obligation to update or revise any forward-looking statements
whether as a result of new information, future events or otherwise.



Overview


We are a global esports organization, that is capitalizing on the growth in
esports through two business units: Simplicity Esports, LLC ("Simplicity Esports
LLC") and PLAYlive Nation, Inc. ("PLAYlive"). During the fiscal year ended May
31, 2022, we also had a third business unit: Simplicity One Brasil Ltda
("Simplicity One"). During the first quarter of the fiscal year ending May 31,
2023, in an effort to focus on business operations that were currently
profitable, the Company sold its League of Legends franchise asset, and exited
business operations in Brazil. Funding the Brazilian business operations created
a monthly cash burn of approximately $45,000. The Company sold the franchise
asset to Brazilian esports organization Los Grandes for total consideration of
1,920,000 Brazilian Reais (approximately $392,000) to be paid in five equal


quarterly installments.



Our Esports Teams


We own and manage multiple professional esports teams. Revenue is generated from
prize winnings, corporate sponsorships, advertising, league subsidy payments and
potential league revenue sharing payments from the publishers of video games.



Through our wholly owned subsidiary, Simplicity Esports LLC, we own and manage
multiple professional esports teams competing in games such as Heroes of the
Storm. We are committed to growing and enhancing the esports industry, fostering
the development of amateurs to compete professionally and signing established
professional gamers to support their paths to greater success.



In addition, from January 2020 to July 2022, we managed Flamengo eSports, one of
the leading Brazilian League of Legends® teams competing in the top tier league
CBLoL, through our majority owned subsidiary, Simplicity One. In July 2022, in
an effort to focus on business operations that were currently profitable, the
Company sold its League of Legends franchise asset, and exited business
operations in Brazil. Funding the Brazilian business operations created a
monthly cash burn of approximately $45,000. The Company sold the franchise asset
to Brazilian esports organization Los Grandes for total consideration of
1,920,000 Brazilian Reais (approximately $392,000) to be paid in five equal


quarterly installments.



40






Online Tournaments



In response to demand from customers for online esports tournaments which was
likely triggered by the social distancing protocols attendant to the COVID-19
pandemic, we introduced in March 2020 an initiative of online esports
tournaments. Since March 2020, through our wholly owned subsidiary, Simplicity
Esports LLC, we had been holding online esports tournaments in the United
States. As of August 2022, we have temporarily ceased organizing online
tournaments while focusing on expense reduction and operational efficiency.





Our Gaming Centers



As of August 31, 2022, we had 17 operational locations (five corporate locations
and 12 franchise locations), through our subsidiaries throughout the U.S.,
giving casual gamers the opportunity to play in a social setting with other
members of the gaming community. Management is exploring strategic alternatives,
including merger and acquisition opportunities, and is focused on high margin,
lower capital expenditure business strategies in the esports gaming industry,
with a goal of being cash flow positive in the next 12 to 24 months.



In addition, aspiring and established professional gamers have an opportunity to
compete in local and national esports tournaments held in our gaming centers for
prizes, notoriety, and potential contracts to play for one of our professional
esports teams. In this business unit, revenue is generated from franchise
royalties, the sale of game time, memberships, tournament entry fees, birthday
party events, corporate party events, concessions and gaming-related
merchandise.



Our business plan encompasses a brick-and-click physical and digital approach to
further recognize revenue from all verticals, which we believe to be unique in
the industry. The physical centers, together with our esports teams, lifestyle
brand and marketing campaigns offer opportunities for additional revenue via
strategic partnerships with both endemic and non-endemic brands. Our ultimate
goal is to further engage a diverse fan base with a 360-degree approach driving
traffic to both our digital platform, tournaments (online and in-person), and
physical real estate to maximize the monetization opportunities with these
relationships. In addition, we have proprietary intellectual capital, fan
engagement strategies and brand development blueprints which complement our
publicly available information.



Optimally, the esports gaming centers of Simplicity Esports LLC ("Simplicity
Esports Gaming Centers") measure between 2,000 and 4,000 square feet, with
dozens of gaming stations. The Simplicity Esports Gaming Centers feature cutting
edge technology, futuristic aesthetic décor and dynamic high-speed gaming
equipment. We believe our brick-and-click strategy will present attractive
opportunities for sponsors and advertisers to connect with our audience,
creating an intriguing monetization opportunity for sponsors and advertisers. As
of November 08, 2022, our corporate owned stores operate in approximately 40,000
square feet of retail space in desirable, high traffic locations.



Creating content that engages fans, sponsors and developers, while promoting our
brand is one of our primary goals. In August 2021, we announced a partnership
with Television Korea 24 ("ESTV") to provide esports and gaming content for
their 24-7 live linear channel around the world. ESTV can be viewed in over 45
countries, including the U.S. We seek to reach a broad demographic encompassing
the casual, amateur and professional gaming community. Our philosophy is to
enhance our footprint for both endemic and non-endemic partnerships. We believe
we possess a deep perception of our markets and understand the new age of
branding while maintaining authenticity to the gaming community that comprises
our fanbase.



Corporate Gaming Centers



As of August 31, 2022, we operated five corporate-owned retail Simplicity
Esports Gaming Centers in addition to 12 franchisee owned locations. Management
is exploring strategic alternatives, including merger and acquisition
opportunities, and is focused on high margin, lower capital expenditure business
strategies in the esports gaming industry, with a goal of being cash flow
positive in the next 12 to 24 months.



41






Franchised Gaming Centers



Due to interest from potential franchisees, in 2019 we launched a franchising
program to accelerate the expansion of our planned nationwide footprint. We sell
specific franchise territories, through our wholly owned subsidiary PLAYlive,
and assist with the establishment and buildout of esports gaming centers to
potential business owners that desire to use our branding, infrastructure and
process to open and operate gaming centers. We currently operate 12 fully
constructed franchise esports gaming centers. Franchise revenue is generated
from the sale of franchise territories, supplying furniture, equipment and
merchandise to the franchisees for buildout of their centers, a gross sales
royalty fee and a national marketing fee. We license the use of our branding,
assist in identifying and negotiating commercial locations, assist in overseeing
the buildout and development, provide access to proprietary software for point
of sale, inventory management, employee training and other HR functions.
Franchisees also have an opportunity to participate in our national esports
tournament events. Once an esports gaming center is opened, we provide
operational guidance, support and use of branding elements in exchange for a
monthly royalty fee calculated as 6% of gross sales. Prior to selling a
franchise, among other things, the Company is required to provide a potential
franchisee with a franchise disclosure document. We do not currently have an
active franchise disclosure document.



The combination of the esports gaming centers, owned or franchised by our wholly
owned subsidiaries Simplicity Esports LLC or PLAYlive, provides us with what we
believe is one of the largest esports gaming center footprints in North America.



Franchise Roll Up Strategy


We began implementing a franchise roll-up strategy in July 2020 because of the
disruption caused by COVID-19 related stay-at-home orders, and the disruption it
caused to the commercial real estate market. The reduction in revenues for some
franchisees because of stay-at-home orders, and government mandates to remain
closed created significant accrued rent payments due to landlords. We have been
able to come to terms with many franchisees to acquire the assets of their
gaming centers and make them corporate owned. We have simultaneously negotiated
new leases with some of the largest national mall chains, including Simon
Property Group and Brookfield Asset Management, and are in the process of
negotiating additional locations with other landlords. The new leases involve
significant reductions in or elimination of fixed rent and the addition of
percentage of revenues rent terms.



Our Stream Team



The Simplicity Esports LLC stream team encompasses commentators (commonly known
as "casters"), influencers and personalities who connect to a dedicated fan
base. Our electric group of live personalities represent our organization to the
fullest with their own unique style. We are proud to support and present a
diverse group of gamers as we engage fans across a multitude of esports genres.
Our Twitch affiliation has enabled our stream team to reach a broad fan base.
Additionally, we have created several niches within the streaming community
which has enabled us to engage fans within certain titles on a 24/7 basis.
Through Simplicity Esports LLC, we have begun to implement a unique approach to
ensure the ultimate fan friendly esports experience. Our intention is to have
gamers involved at the grassroots level and feel a sense of unity as we compete
with top class talent. Our management and players are known within the esports
community and we plan to use their skills to create a seamless content creation
plan helping gamers feel closer to our brand than any other in the industry.



COVID-19



As a result of COVID-19, all of our corporate and franchised Simplicity Esports
Gaming Centers were closed effective April 1, 2020. We commenced reopening
Simplicity Esports Gaming Centers on May 1, 2020 and subsequently reopened the
majority of its Simplicity Gaming Centers. Subsequently, the Company closed 12
of its 17 corporate owned esports gaming center locations. As of August 31,
2022, the Company continues to operate five corporate owned locations and 12
franchisee owned locations. Although our franchise agreements with franchisees
of Simplicity Esports Gaming Centers require a minimum monthly royalty payment
to us from the franchisees regardless of whether the franchised Simplicity
Esports Gaming Centers are operating, a limited number of the franchisees of
Simplicity Esports Gaming Centers have defaulted on their obligations to pay
their minimum monthly royalty payment to us. This has resulted in either an
increase in accounts receivables or a bad debt expense where account receivables
are no longer collectible due to franchisee's inability to pay the minimum
monthly royalty payments owed by the franchisee. As of August 31, 2022, we
recorded an allowance for doubtful accounts of approximately $68,879 and have
written off $25,829, partly in conjunction with taking back certain franchises
and converting them to company owned stores. Notwithstanding our efforts to
support franchisees and still collect on receivables, it is unclear exactly how
much of the increase in accounts receivables is attributable to the impact of
COVID-19. We have waived the minimum monthly royalty payment obligations from
July 2020 through present day and are instead billing the franchisees a true-up
of 6% of gross sales without a minimum. We continue to assess possible similar
accommodations to the franchisees in light of the impact of COVID-19.
Additionally, the disruptions in commercial real estate caused by COVID-19
lockdowns have allowed the Company to strengthen its existing relationships with
national landlords by signing new locations with percentage rent leases.



42


The ultimate impact of the COVID-19 pandemic on the Company's operations is
unknown and will depend on future developments, which are highly uncertain and
cannot be predicted with confidence, including the duration of the COVID-19
outbreak, new information which may emerge concerning the severity of the
COVID-19 pandemic, and any additional preventative and protective actions that
governments, or the Company, may direct, which may result in an extended period
of continued business disruption, reduced customer traffic and reduced
operations. Any resulting financial impact cannot be reasonably estimated at
this time but is anticipated to have a material adverse impact on our business,
financial condition and results of operations.



The measures taken to date adversely impacted the Company's business during the
quarter ended August 31, 2022 and will potentially continue to impact the
Company's business. Management observes that all business segments continue to
be impacted by reduced foot traffic that began as a result of COVID-19 lockdowns
and has continued as consumer habits have changed.



Our Financial Position


For the three months ended August 31, 2022 and 2021, we generated revenues of
$344,113 and $904,840, respectively, reported net losses of $4,157,110 and
$4,210,097, respectively, and had negative cash flow from operations of $98,942
and $943,694, respectively. As of August 31, 2022, we had an accumulated deficit
of $33,995,554.

There is substantial doubt regarding our ability to continue as a going concern as a result of our historical recurring losses and negative cash flows from operations as well as our dependence on private equity and financings.





Results of Operations



The following table summarizes our operating results for the three months ended
August 31, 2022 and 2021.



                                                     Three Months Ended       Three Months Ended
                                                      August 31, 2022          August 31, 2021

Franchise revenues                                  $             37,980     $             62,358
Company-owned stores sales                                       302,616                  673,501
Esports revenue                                                    3,517                  168,981
Total revenue                                                    344,113                  904,840
Less: Cost of goods sold                                         (94,448 )               (607,122 )
Gross margin                                                     249,665                  297,718
Operating expenses                                            (3,711,554 )             (2,196,174 )
Other income (expense)                                          (622,959 )             (2,367,288 )


Net loss attributable to non-controlling interest                (72,262 )                 54,837

Net loss attributable to common shareholders $ (4,157,110 )


 $         (4,210,097 )




43

Summary of Statement of Operations for the Three Months Ended August 31, 2022 and 2021:





Revenues



The Company's revenues for the three months ended August 31, 2022 were $344,113,
representing a 62% decrease of $560,727, as compared to the three months ended
August 31, 2021 revenue of $904,840. The decrease results from the closure of
Company owned stores during the fiscal year ended May 31, 2022 and during the
quarter ended August 31, 2022 coupled with the sale of the Company's assets


in
Brazil.



Cost of Goods Sold


Cost of goods sold for the three months ended August 31, 2022 was $94,448,
representing an 84% decrease of $512,674, compared to the three months ended
August 31, 2021 cost of goods sold of $607,122. The decrease in cost of goods
sold corresponds with the closure of Company owned stores during the fiscal year
ended May 31, 2022 and during the fiscal quarter ended August 31, 2022.



Operating Expenses



Operating expenses for the three months ended August 31, 2022 were $3,711,554,
as compared to $2,196,174 for the three months ended August 31, 2021, an
increase of $1,515,380. This 69% increase over the prior period is primarily
attributable to impairment losses of $2,795,316, with no comparable activity in
the prior period, offset by a 57% decrease of $739,685 in compensation and
benefits, an 82% decrease of $369,982 in professional fees, and a 38% decrease
of $170,269 in general and administrative expenses. The decrease in compensation
and benefits is related primarily to a decrease in stock-based compensation of
$577,680, as well as reductions in payroll and wages due to the closure of
certain locations and a reduction of management staff. The decrease in
professional fees is primarily attributable to the fact that the Company was in
the process of filing a registration statement during the corresponding prior
period, there were no comparable expenses during the current period.



Other Income


We incurred $622,959 of non-operating loss during the quarter ended August 31,
2022 compared to a loss of $2,367,288 during the prior period representing a 74%
improvement. This improvement was attributed to a loss of $1,759,969 in the
prior period related to the extinguishment of certain convertible promissory
notes compared to $78,800 during the current period. Our net interest expense
totaled $847,117 during the current period, representing an increase of 28% over
the prior period's expense of $659,696. These increases were attributable to the
additional convertible promissory notes issued during the prior year. We
recognized $302,958 in other income for the three months ended August 31, 2022,
as compared to other income of $52,358 for the three months ended August 31,
2021. This 479% increase was primarily due to the recognition of a gain on the
sale of the RIOT license by our majority owned Brazilian subsidiary.



Net Loss



Net loss attributable to common shareholders for the three months ended August
31, 2022, was $4,157,110, representing a 1% improvement compared to a net loss
of $4,210,907 during the prior period.

Liquidity and Capital Resources





As of August 31, 2022, we had cash of $97,573, which is available for use by us
to cover all of the Company's costs. In addition, as of August 31, 2022, we had
accrued expenses of $1,838,325.



For the three months ended August 31, 2022, cash used in operating activities
amounted to $174,442 primarily resulting from a net loss of $4,084,848,
impairment losses of $2,795,316 with no comparable activity in the prior period,
a decrease of $1,708,395 in loss on extinguishment of debt, and a decrease of
$577,680 in stock-based compensation in non-cash interest expense. These
decreases were offset by a $170,306 increase in non-cash interest expense and a
$238,567 increase in gains on asset purchases and sales. Changes in our
operating liabilities and assets provided cash of $253,154.

We will need to raise additional funds in order to meet the expenditures required for operating our business.

Off-balance sheet financing arrangements





We have no obligations, assets or liabilities which would be considered
off-balance sheet arrangements. We do not participate in transactions that
create relationships with unconsolidated entities or financial partnerships,
often referred to as variable interest entities, which would have been
established for the purpose of facilitating off-balance sheet arrangements. We
have not entered into any off-balance sheet financing arrangements, established
any special purpose entities, guaranteed any debt or commitments of other
entities, or purchased any non-financial assets.



Going Concern



The Company's unaudited consolidated financial statements have been prepared
assuming that the Company will continue as a going concern, which contemplates
continuity of operations, realization of assets, and liquidation of liabilities
in the normal course of business.



As reflected in the unaudited consolidated financial statements, as of August
31, 2022, the Company had an accumulated deficit of $33,995,554, a working
capital deficit of $5,515,754, and a net loss attributable to common
shareholders of $4,157,110. These factors raise substantial doubt about the
Company's ability to continue as a going concern within one year from the of the
date that the unaudited financial statements are issued.



The Company has commenced operations and has begun to generate revenue; however,
the Company's cash position may not be sufficient to support the Company's daily
operations. Management intends to raise additional funds by way of private
and/or public offerings. While the Company believes in the viability of its
strategy to generate sufficient revenue and in its ability to raise additional
funds, there can be no assurances to that effect. The ability of the Company to
continue as a going concern is dependent upon the Company's ability to further
implement its business plan and generate sufficient revenue and its ability to
raise additional funds by way of a public or private offering.



The unaudited consolidated financial statements do not include any adjustments
related to the recoverability and classification of recorded asset amounts or
the amounts and classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.



As a result of COVID-19, all of our corporate and franchised Simplicity Esports
Gaming Centers were closed effective April 1, 2020. We commenced reopening
Simplicity Esports Gaming Centers on May 1, 2020 and subsequently reopened a
majority of its Simplicity Gaming Centers. Subsequently, the Company closed 12
of its 17 corporate owned esports gaming center locations. As of August 31,
2022, the Company continues to operate five corporate owned locations and 12
franchisee owned locations. Although our franchise agreements with franchisees
of Simplicity Esports Gaming Centers require a minimum monthly royalty payment
to us from the franchisees regardless of whether the franchised Simplicity
Esports Gaming Centers are operating, a limited number of the franchisees of
Simplicity Esports Gaming Centers have defaulted on their obligations to pay
their minimum monthly royalty payment to us. This has resulted in either an
increase in accounts receivables or a bad debt expense where account receivables
are no longer collectible due to franchisee's inability to pay the minimum
monthly royalty payments owed by the franchisee. As of August 31, 2022, we
recorded an allowance for doubtful accounts of approximately $68,879 and have
written off $25,829, partly in conjunction with taking back certain franchises
and converting them to company owned stores. Notwithstanding our efforts to
support franchisees and still collect on receivables, it is unclear exactly how
much of the increase in accounts receivables is attributable to the impact of
COVID-19. We have waived the minimum monthly royalty payment obligations from
July 2020 through present day and are instead billing the franchisees a true-up
of 6% of gross sales without a minimum. We continue to assess possible similar
accommodations to the franchisees in light of the impact of COVID-19.
Additionally, the disruptions in commercial real estate caused by COVID-19
lockdowns have allowed the Company to strengthen its existing relationships with
national landlords by signing new locations with percentage rent leases.



The ultimate impact of the COVID-19 pandemic on the Company's operations is
unknown and will depend on future developments, which are highly uncertain and
cannot be predicted with confidence, including the duration of the COVID-19
outbreak, new information which may emerge concerning the severity of the
COVID-19 pandemic, and any additional preventative and protective actions that
governments, or the Company, may direct, which may result in an extended period
of continued business disruption, reduced customer traffic and reduced
operations. Any resulting financial impact cannot be reasonably estimated at
this time but is anticipated to have a material adverse impact on our business,
financial condition and results of operations.



45


The measures taken to date adversely impacted the Company's business during the
quarter ended August 31, 2022 and will potentially continue to impact the
Company's business. Management observes that all business segments continue to
be impacted by reduced foot traffic that began as a result of COVID-19 lockdowns
and has continued as consumer habits have changed.



Contractual obligations

We do not have any long-term capital lease obligations, operating lease obligations or long-term liabilities, except as follows:





Operating Lease


We have long-term operating lease obligations and deferred revenues related to
franchise fees to be recognized over the term of franchise agreements with our
franchises, generally 10 years. We will begin to recognize deferred franchise
fee revenue at the time a franchise commences operations.

The Company is party to operating leases at its corporate office and at each of its company owned store locations which have various terms and payments.





Debt Obligations



The table below presents the Company's outstanding debt balances as of August
31, 2022, and May 31, 2022:



                                    Convertible         Secured
                                     Promissory        Promissory        Related         Short-Term
                                       Notes             Notes         Party Debt       Note Payable
Principal Balance as of May 31,
2022                               $    5,361,347     $    206,772     $   247,818     $       41,735
Carrying Value as of May 31,
2022                                    3,093,395           69,636         247,818             41,375
Principal
Borrowings                                110,000                -               -                  -
Repayments                                      -           (6,922 )      (247,818 )                -
Conversions                               (94,276 )              -               -                  -
Totals                                     15,724           (6,922 )             -                  -
Unamortized Debt Issuance Costs,
Beneficial Conversion Feature,
and Warrant Discount
Beginning Balance                      (2,267,952 )       (137,136 )             -                  -
Additions                                 (25,842 )              -               -                  -
Accretion                                 784,291            5,193               -                  -
Ending Balance                         (1,509,503 )       (131,943 )             -                  -

Principal Balance as of August
31, 2022                           $    5,377,071     $    199,850     $         -     $       41,735
Carrying Value as of August 31,
2022                                    3,867,568           67,907               -             41,735
Less Short-Term Portion                 2,809,492                -               -             41,735
Long Term Portion                  $    1,058,076     $     67,907     $         -     $            -

Scheduled principal maturities of the Company's outstanding debt over the next five fiscal years is as follows:





Fiscal year ended May 31,
          2023              $ 1,956,724
          2024                3,533,026
          2025                   46,449
          2026                   51,312
          2027                   31,145
       Thereafter                     -
                            $ 5,618,656




46

Convertible Promissory Notes

February 19, 2021 Labrys 12% Convertible Promissory Note





On February 19, 2021, the Company entered into a securities purchase agreement
(the "Labrys SPA") with Labrys Fund LP ("Labrys"), an accredited investor,
pursuant to which the Company issued a 12% convertible promissory note (the
"Labrys Note") with a maturity date of February 19, 2022 (the "Labrys Maturity
Date"), in the principal sum of $1,650,000. In addition, the Company issued
10,000 shares of its common stock to Labrys as a commitment fee pursuant to the
Labrys SPA. Pursuant to the terms of the Labrys Note, the Company agreed to pay
to $1,650,000 (the "Labrys Principal Sum") to Labrys and to pay interest on the
principal balance at the rate of 12% per annum (provided that the first twelve
months of interest shall be guaranteed). The Labrys Note carries an original
issue discount of $165,000 ("Labrys OID"). Accordingly, the Company received net
proceeds of $1,485,000 that it used for its operational expenses and the
repayment of certain existing debt obligations. Labrys may convert the Labrys
Note into the Company's common stock (subject to the beneficial ownership
limitations of 4.99% in the Note) at any time at a conversion price equal to
$11.50 per share, subject to certain adjustments.



The Company may prepay the Labrys Note at any time prior to the date that an
Event of Default (as defined in the Labrys Note) (each an "Labrys Event of
Default") occurs at an amount equal to 100% of the Labrys Principal Sum then
outstanding plus accrued and unpaid interest (no prepayment premium). The Note
contains customary events of default relating to, among other things, payment
defaults, breach of representations and warranties, and breach of provisions of
the Labrys Note or Labrys SPA.



Upon Labrys's provision of notice to the Company of the occurrence of any Labrys
Event of Default, which has not been cured within five (5) calendar days, the
Labrys Note shall become immediately due and payable and the Company shall pay
to Labrys, in full satisfaction of its obligations hereunder, an amount equal to
the Labrys Principal Sum then outstanding plus accrued interest multiplied by
125% (the "Default Amount"). Upon the occurrence of a Labrys Event of Default,
additional interest will accrue from the date of the Labrys Event of Default at
the rate equal to the lower of 15% per annum or the highest rate permitted


by
law.


As of March 16, 2022, the Company and Labrys entered into an amendment (the
"Labrys Amendment") to the Labrys SPA and the Labrys Note, as amended. Pursuant
to the terms of the Labrys Amendment, the maturity date of the Labrys Note was
extended to the earlier of (i) September 15, 2022, and (ii) the date that the
Company's common stock is listed on the Nasdaq Stock Market or the New York
Stock Exchange. In addition, the Labrys Note was amended to provide that Labrys
has the right, at any time on or following the date that an event of default
occurs under the Labrys Note, as amended, to convert all or any portion of the
then outstanding and unpaid principal and interest into common stock, subject to
a 4.99% equity blocker. In the Labrys Amendment, the parties also agreed that
the Company has already received cash proceeds in excess of the $2,000,000
minimum threshold referenced in the Labrys Note. Pursuant to the terms of the
Labrys Amendment, Labrys waived its rights to receive any portion of the next
$750,000 of cash proceeds received by the Company to the extent that such
amounts are received by the Company between March 15, 2022, and April 9, 2022.



Upon the issuance of the March 2022 FirstFire Note, March 2022 GS Note, and
March 2022 Ionic Note described below, the conversion price of the Labrys Note
was reduced from $11.50 per share to $1.00 per share. Upon the issuance of the
July 2022 FirstFire Note, July 2022 GS Note, July 2022 Ionic Note, and July 2022
Jefferson Note described below, the conversion price of the Labrys Note was
further reduced from $1.00 per share to $0.10 per share.



During the quarters ended August 31, 2022, the Company did not make any payments
to Labrys. During the quarter ended August 31, 2022, the Company recognized
$33,671 in interest expense associated with the Labrys Note recorded as accrued
interest payable.


During the quarter ended August 31, 2021, the Company paid interim payments to
the Holder in the amount of $225,000 comprised of the partial repayment of the
balance of the Labrys Note in the amount of $90,909, the repayment of guaranteed
interest in the amount of $109,091 and $25,000 as an amendment fee, and the
Company recorded $287,330 in interest expense for the amortization of debt
discount.

As of August 31, 2022, the carrying value and face value of the Labrys Note was $890,591 as the debt discount was full accreted by that date.

March 2021 FirstFire Global 12% Convertible Promissory Note





On March 10, 2021, the Company, entered into a securities purchase agreement
(the "March 2021 FirstFire SPA") with FirstFire Global Opportunities Fund, LLC,
a Delaware limited liability company (the "FirstFire"), pursuant to which the
Company issued a 12% convertible promissory note ("March 2021 FirstFire Note")
with a maturity date of March 10, 2022, in the principal sum of $560,000. The
Company received net proceeds of $130,606, net of an original issue discount of
$56,000 ("March 2021 FirstFire OID"), net of origination fees of $8,394, and the
repayment of principal and interest of $365,000 on an existing debt obligation
owed to FirstFire. In addition, the Company issued 3,394 shares of its common
stock to the FirstFire as a commitment fee pursuant to the March 2021 FirstFire
SPA. Pursuant to the terms of the March 2021 FirstFire Note, the Company agreed
to pay to $560,000 (the "March 2021 FirstFire Principal Sum") to the Holder and
to pay interest on the principal balance at the rate of 12% per annum (provided
that the first twelve months of interest shall be guaranteed). The FirstFire may
convert the March 2021 FirstFire Note into the Company's common stock (subject
to the beneficial ownership limitations of 4.99% in the March 2021 FirstFire
Note) at any time at a conversion price equal to $11.50 per share, subject


to
certain adjustments.


Upon the issuance of the March 2022 FirstFire Note, March 2022 GS Note, and
March 2022 Ionic Note described below, the conversion price of the March 2021
FirstFire Note was reduced from $11.50 per share to $1.00 per share. Upon the
issuance of the July 2022 FirstFire Note, July 2022 GS Note, July 2022 Ionic
Note, and July 2022 Jefferson Note described below, the conversion price of the
March 2021 FirstFire Note was further reduced from $1.00 per share to $0.10


per
share.



The Company may prepay the March 2021 FirstFire Note at any time prior to the
date that an Event of Default (as defined in the March 2021 FirstFire Note)
(each an "March 2021 FirstFire Event of Default") occurs at an amount equal to
100% of the March 2021 FirstFire Principal Sum then outstanding plus accrued and
unpaid interest (no prepayment premium). The March 2021 FirstFire Note contains
customary events of default relating to, among other things, payment defaults,
breach of representations and warranties, and breach of provisions of the March
2021 FirstFire Note or March 2021 FirstFire SPA.



Upon FirstFire's provision of notice to the Company of the occurrence of any
March 2021 FirstFire Event of Default, which has not been cured within five (5)
calendar days the March 2021 FirstFire Note shall become immediately due and
payable and the Company shall pay to FirstFire, in full satisfaction of its
obligations hereunder, an amount equal to the March 2021 FirstFire Principal Sum
then outstanding plus accrued interest multiplied by 125% (the "March 2021
FirstFire Default Amount"). Upon the occurrence of a March 2021 FirstFire Event
of Default, additional interest will accrue from the date of the March 2021
FirstFire Event of Default at the rate equal to the lower of 15% per annum or
the highest rate permitted by law.



The Company was required to make an interim payment to FirstFire in the amount
of $123,200, on or before September 10, 2021, towards the repayment of the
balance of the March 2021 FirstFire Note. On September 17, 2021, the Company
issued to FirstFire a three-year common stock warrant to purchase of 40,000
shares of the Company's common stock at $10.73 per share as consideration for
FirstFire entering into a first amendment to the March 2021 FirstFire Note in
order to delay this interim payment. Upon the issuance of the warrants, the
Company recorded the fair value of the warrants in the amount of $248,547 and
took a related interest expense charge of $248,547.



On October 1, 2021, the Company issued to FirstFire a second three-year common
stock warrant to purchase 40,000 shares of the Company's common stock at an
exercise price of $10.73 per share as consideration for FirstFire entering into
a second amendment to the March 2021 FirstFire Note in order to remove the
capital raising ceiling in such note. Upon the issuance of the warrants, the
Company recorded the fair value of the warrants in the amount of $201,351 and
took a related interest expense charge of $201,351.



On April 29, 2022, FirstFire converted $50,000 of the outstanding principal
balance of the March 2021 FirstFire Note at an adjusted conversion price of
$1.00 per share. At conversion, the Company issued 50,000 shares of common stock
to FirstFire at a fair market value of $2.20 per share and recognized a loss on
debt extinguishment of $60,000.



48






On July 27, 2022, FirstFire converted $9,500 of the outstanding principal
balance of the March 2021 FirstFire Note at an adjusted conversion price of
$0.10 per share. At conversion, the Company issued 95,000 shares of common stock
to FirstFire at a fair market value of $0.13 per share and recognized a loss on
debt extinguishment of $2,850.

During the quarter ended August 31, 2022, the Company recognized $14,984 in interest expense associated with the March 2021 FirstFire Note recorded as accrued interest payable.

During the quarter ended August 31, 2021, the Company recognized $65,533 of amortization of debt discount related to the March 2021 FirstFire Note.

As of May 31, 2022, the carrying value and face value of the March 2021 FirstFire Note was $500,500 as the debt discount was full accreted by that date.

June 2021 FirstFire Global 12% Convertible Promissory Note


On June 11, 2021, the Company entered into a securities purchase agreement (the
"June 2021 FirstFire SPA") with FirstFire, pursuant to which the Company issued
(i) a 12% convertible promissory note (the "June 2021 FirstFire Note") in the
principal sum of $1,266,666 (the "June 2021 FirstFire Principal Sum"), (ii)
11,875 shares of its common stock as a commitment fee ("June 2021 FirstFire
Commitment Shares"), and (iii) a three-year warrant ("June 2021 FirstFire
Warrant") to purchase 593,750 shares of the Company's common stock at an
exercise price of $10.73, subject to certain adjustments.

The following are the material terms of the June 2021 FirstFire SPA and June 2021 FirstFire Note:





  ? The June 2021 FirstFire Note matures on June 10, 2023 (the "June 2021
    FirstFire Maturity Date").

? At its election, FirstFire may convert the June 2021 FirstFire Note into the

Company's common stock (subject to the beneficial ownership limitations of

4.99% in the June 2021 FirstFire Note; provided however, that the limitation

on conversion may be waived up to 9.99%) at any time at a conversion price

equal to $11.50 per share, subject to certain adjustments.

? The Company agree to pay interest on the June 2021 Principal Sum at the rate

of 12% per annum provided that the first six months of interest shall be

guaranteed, and the remaining 18 months of interest shall be deemed earned in

full if any amount is outstanding under the June 2021 FirstFire Note after 180

days from June 10, 2021.

? The June 2021 FirstFire Note carries an original issue discount of $126,666

("June 2021 FirstFire OID").

? The Company may prepay the June 2021 FirstFire Note at any time prior to

maturity in accordance with the terms of the June 2021 FirstFire Note.

? The June 2021 FirstFire Note contains customary events of default relating to,

among other things, payment defaults, breach of representations and

warranties, and breach of provisions of the June 2021 FirstFire Note or the

June 2021 FirstFire SPA. Upon the occurrence of any event of default (as

defined in the June 2021 FirstFire Note) which has not been cured within three

calendar days, the June 2021 FirstFire Note shall become immediately due and

payable and the Company shall pay to FirstFire, in full satisfaction of its

obligations hereunder, an amount equal to the June 2021 FirstFire Principal

Sum then outstanding plus accrued interest multiplied by 125%.

? Pursuant to the June 2021 FirstFire SPA, the June 2021 FirstFire Commitment

Shares and the shares underlying the June 2021 FirstFire Note and June 2021


    FirstFire Warrant carry standard registration rights.




Upon issuance of the June 2021 FirstFire Note, the Company received net proceeds
of $1,140,000 and used such proceeds for working capital and to pay off an
existing promissory note issued by the Company in favor of Maxim. Upon issuance
of the June 2021 FirstFire Commitment Shares, the June 2021 FirstFire Note, and
the June 2021 First Fire Warrant, the Company allocated the $1,140,000 in net
proceeds received between the fair market value of the June 2021 FirstFire
Commitment Shares, the beneficial conversion feature of the June 2021 FirstFire
Note, and the June 2021 FirstFire Warrant. The fair value of the June 2021
FirstFire Commitment Shares was $22,949; the fair value of the beneficial
conversion feature of the June 2021 FirstFire Note was $174,851; and the fair
value of the June 2021 FirstFire Warrant was $942,200. The combination of these
three components as well as the June 2021 FirstFire OID resulted in a total debt
discount at issuance of $1,266,667 which is accreted over the term of the June
2021 FirstFire Note.



49

On September 16, 2021, the Company made an interim payment to the June 2021 FirstFire Note in the amount of $175,000.


Upon the issuance of the March 2022 FirstFire Note, March 2022 GS Note, and
March 2022 Ionic Note described below, the conversion price of the June 2021
FirstFire Note was reduced from $11.50 per share to $1.00 per share. Upon the
issuance of the July 2022 FirstFire Note, July 2022 GS Note, July 2022 Ionic
Note, and July 2022 Jefferson Note described below, the conversion price of the
June 2021 FirstFire Note was further reduced from $1.00 per share to $0.10


per
share.

During the quarter ended August 31, 2022, the Company recorded interest expense of $137,580, which was related to the accretion of the debt discount.

During the quarter ended August 31, 2021, the Company recorded interest expense of $140,548.

As of August 31, 2022, the carrying value of the June 2021 FirstFire Note was $668,459, net of $423,208 in unaccreted debt discount.

June 2021 GS Capital Securities 12% Convertible Promissory Note


On June 16, 2021, the Company entered into a securities purchase agreement (the
"June 2021 GS SPA") with GS Capital Partners, LLC ("GS"), pursuant to which the
Company issued (i) a 12% convertible promissory note (the "June 2021 GS Note")
in the principal sum of $333,333 (the "June 2021 GS Principal Sum"), (ii) 3,125
shares of its common stock as a commitment fee ("June 2021 GS Commitment
Shares"), and (iii) a three-year warrant ("June 2021 GS Warrant") to purchase
156,250 shares of the Company's common stock at an exercise price of $10.73,
subject to certain adjustments.

The following are the material terms of the June 2021 GS SPA and June 2021 GS Note:

? The June 2021 GS Note matures on June 10, 2023 (the "June 2021 GS Maturity

Date").

? At its election, GS may convert the June 2021 GS Note into the Company's

common stock (subject to the beneficial ownership limitations of 4.99% in the

June 2021 GS Note; provided however, that the limitation on conversion may be

waived up to 9.99%) at any time at a conversion price equal to $11.50 per

share, subject to certain adjustments.

? The Company agree to pay interest on the June 2021 GS Principal Sum at the

rate of 12% per annum provided that the first six months of interest shall be

guaranteed, and the remaining 18 months of interest shall be deemed earned in

full if any amount is outstanding under the June 2021 GS Note after 180 days

from June 10, 2021.

? The June 2021 GS Note carries an original issue discount of $33,333 ("June

2021 GS OID").

? The Company may prepay the June 2021 GS Note at any time prior to maturity in

accordance with the terms of the June 2021 GS Note.

? The June 2021 GS Note contains customary events of default relating to, among

other things, payment defaults, breach of representations and warranties, and

breach of provisions of the June 2021 GS Note or the June 2021 GS SPA. Upon

the occurrence of any event of default (as defined in the June 2021 GS Note)

which has not been cured within three calendar days, the June 2021 GS Note

shall become immediately due and payable and the Company shall pay to GS, in

full satisfaction of its obligations hereunder, an amount equal to the June

2021 GS Principal Sum then outstanding plus accrued interest multiplied by

125%.

? Pursuant to the June 2021 GS SPA, the June 2021 GS Commitment Shares and the


    shares underlying the June 2021 GS Note and June 2021 GS Warrant carry
    standard registration rights.




50



Upon issuance of the June 2021 GS Note, the Company received net proceeds of
$300,000 and used such proceeds for working capital. Upon issuance of the June
2021 GS Commitment Shares, the June 2021 GS Note, and the June 2021 GS Warrant,
the Company allocated the $300,000 in net proceeds received between the fair
market value of the June 2021 GS Commitment Shares, the beneficial conversion
feature of the June 2021 GS Note, and the June 2021 GS Warrant. The fair value
of the June 2021 GS Commitment Shares was $5,963; the fair value of the
beneficial conversion feature of the June 2021 GS Note was $53,899; and the fair
value of the June 2021 GS Warrant was $240,138. The combination of these three
components as well as the June 2021 GS OID resulted in a total debt discount at
issuance of $333,333 which is accreted over the term of the June 2021 GS Note.



Upon the issuance of the March 2022 FirstFire Note, March 2022 GS Note, and
March 2022 Ionic Note described below, the conversion price of the June 2021 GS
Note was reduced from $11.50 per share to $1.00 per share. Upon the issuance of
the July 2022 FirstFire Note, July 2022 GS Note, July 2022 Ionic Note, and July
2022 Jefferson Note described below, the conversion price of the June 2021 GS
Note was further reduced from $1.00 per share to $0.10 per share.



On April 18, 2022, GS converted $50,333 of the outstanding principal balance the
June 2021 GS Note and $3,389 in associated accrued interest at an adjusted
conversion price of $1.00 per share. At conversion, the Company issued 53,720
shares of common stock to GS at a fair market value of $2.77 per share and
recognized a loss on debt extinguishment of $95,085.



On July 18, 2022, GS converted $53,000 of the outstanding principal balance the
June 2021 GS Note and $6,935 in associated accrued interest at an adjusted
conversion price of $0.10 per share. At conversion, the Company issued 599,350
shares of common stock to GS at a fair market value of $0.19 per share and
recognized a loss on debt extinguishment of $53,942.

During the quarter ended August 31, 2022, the Company recorded interest expense of $56,212 related to the accretion of the debt discount.

During the quarter ended August 31, 2022, the Company recorded interest expense of $34,703.

As of August 31, 2022, the carrying value of the June 2021 GS Note was $140,836, net of $89,164 in unaccreted debt discount.

August 2021 Jefferson Street Capital 12% Convertible Promissory Note





On August 23, 2021, the Company entered into a securities purchase agreement
(the "August 2021 Jefferson SPA") with Jefferson Street Capital, LLC
("Jefferson"), pursuant to which the Company issued (i) a 12% convertible
promissory note (the "August 2021 Jefferson Note") in the principal sum of
$333,333 (the "August 2021 Jefferson Principal Sum"), (ii) 3,125 shares of its
common stock as a commitment fee ("August 2021 Jefferson Commitment Shares"),
and (iii) a three-year warrant ("August 2021 Jefferson Warrant") to purchase
156,250 shares of the Company's common stock at an exercise price of $10.73,
subject to certain adjustments.

The following are the material terms of the August 2021 Jefferson SPA and August 2021 Jefferson Note:

? The August 2021 Jefferson Note matures on August 23, 2023 (the "August 2021

Jefferson Maturity Date").

? At its election, Jefferson may convert the August 2021 Jefferson Note into the

Company's common stock (subject to the beneficial ownership limitations of

4.99% in the August 2021 Jefferson Note; provided however, that the limitation

on conversion may be waived up to 9.99%) at any time at a conversion price

equal to $11.50 per share, subject to certain adjustments.

? The Company agree to pay interest on the August 2021 Jefferson Principal Sum

at the rate of 12% per annum provided that the first six months of interest

shall be guaranteed, and the remaining 18 months of interest shall be deemed

earned in full if any amount is outstanding under the August 2021 Jefferson

Note after 180 days from August 23, 2021.

? The August 2021 Jefferson Note carries an original issue discount of $33,333

("August 2021 Jefferson OID").

? The Company may prepay the August 2021 Jefferson Note at any time prior to

maturity in accordance with the terms of the August 2021 Jefferson Note.

? The August 2021 Jefferson Note contains customary events of default relating

to, among other things, payment defaults, breach of representations and

warranties, and breach of provisions of the August 2021 Jefferson Note or the

August 2021 Jefferson SPA. Upon the occurrence of any event of default (as

defined in the August 2021 Jefferson Note) which has not been cured within

three calendar days, the August 2021 Jefferson Note shall become immediately

due and payable and the Company shall pay to Jefferson, in full satisfaction

of its obligations hereunder, an amount equal to the August 2021 Jefferson

Principal Sum then outstanding plus accrued interest multiplied by 125%.

? Pursuant to the August 2021 Jefferson SPA, the August 2021 Jefferson

Commitment Shares underlying and the shares underlying the August 2021

Jefferson Note and August 2021 Jefferson Warrant carry standard registration


    rights.




Upon issuance of the August 2021 Jefferson Note, the Company received net
proceeds of $300,000 and used such proceeds for working capital as well as the
payment of $15,000 in fees associated with the loan. Upon issuance of the August
2021 Jefferson Commitment Shares, the August 2021 Jefferson Note, and the August
2021 Jefferson Warrant, the Company allocated the $300,000 in net proceeds
received between the fair market value of the August 2021 Jefferson Commitment
Shares, the beneficial conversion feature of the August 2021 Jefferson Note, and
the August 2021 Jefferson Warrant. The fair value of the August 2021 Jefferson
Commitment Shares was $4,945; the fair value of the beneficial conversion
feature of the August 2021 Jefferson Note was $62,051; and the fair value of the
August 2021 Jefferson Warrant was $233,004. The combination of these three
components as well as the August 2021 Jefferson OID resulted in a total debt
discount at issuance of $333,333 which is accreted over the term of the August
2021 Jefferson Note. The $15,000 paid as loan origination fees was recorded
directly to additional paid in capital.



Upon the issuance of the March 2022 FirstFire Note, March 2022 GS Note, and
March 2022 Ionic Note described below, the conversion price of the August 2021
Jefferson Note was reduced from $11.50 per share to $1.00 per share. Upon the
issuance of the July 2022 FirstFire Note, July 2022 GS Note, July 2022 Ionic
Note, and July 2022 Jefferson Note described below, the conversion price of the
August 2021 Jefferson Note was further reduced from $1.00 per share to $0.10 per
share.



On August 23, 2022, GS converted $10,000 of the outstanding principal balance
the August 2021 Jefferson Note and $1,000 in associated fees at an adjusted
conversion price of $0.10 per share. At conversion, the Company issued 110,000
shares of common stock to Jefferson at a fair market value of $0.075 per share
and recognized a gain on debt extinguishment of $2,750.



During the quarter ended August 31, 2022, the Company recorded interest expense
of $47,941, comprised of $46,941 related to the accretion of the debt discount
and $1,000 in fees associated with the conversion.

During the quarter ended August 31, 2021, the Company recorded interest expense of $685.

As of August 31, 2022, the carrying value of the August 2021 Jefferson Note was $163,882, net of $159,452 in unaccreted debt discount.

August 2021 Lucas Ventures Capital 12% Convertible Note





On August 31, 2021, the Company entered into a securities purchase agreement
(the "August 2021 Lucas SPA") with Lucas Ventures, LLC ("Lucas"), pursuant to
which the Company issued (i) a 12% convertible promissory note (the "August 2021
Lucas Note") in the principal sum of $200,000 (the "August 2021 Lucas Principal
Sum"), (ii) 3,749 shares of its common stock as a commitment fee ("August 2021
Lucas Commitment Shares"), and (iii) a three-year warrant ("August 2021 Lucas
Warrant") to purchase 187,400 shares of the Company's common stock at an
exercise price of $10.22, subject to certain adjustments.



52

The following are the material terms of the August 2021 Lucas SPA and August 2021 Lucas Note:

? The August 2021 Lucas Note matures on August 31, 2023 (the "August 2021 Lucas

Maturity Date").

? At its election, Lucas may convert the August 2021 Lucas Note into the

Company's common stock (subject to the beneficial ownership limitations of

4.99% in the August 2021 Lucas Note; provided however, that the limitation on

conversion may be waived up to 9.99%) at any time at a conversion price equal

to $11.50 per share, subject to certain adjustments.

? The Company agree to pay interest on the August 2021 Lucas Principal Sum at

the rate of 12% per annum provided that the first six months of interest shall

be guaranteed, and the remaining 18 months of interest shall be deemed earned

in full if any amount is outstanding under the August 2021 Lucas Note after

180 days from August 31, 2021.

? The August 2021 Lucas Note carries an original issue discount of $20,000

("August 2021 Lucas OID").

? The Company may prepay the August 2021 Lucas Note at any time prior to

maturity in accordance with the terms of the August 2021 Lucas Note.

? The August 2021 Lucas Note contains customary events of default relating to,

among other things, payment defaults, breach of representations and

warranties, and breach of provisions of the August 2021 Lucas Note or the

August 2021 Lucas SPA. Upon the occurrence of any event of default (as defined

in the August 2021 Lucas Note) which has not been cured within three calendar

days, the August 2021 Lucas Note shall become immediately due and payable and

the Company shall pay to Lucas, in full satisfaction of its obligations

hereunder, an amount equal to the August 2021 Lucas Principal Sum then

outstanding plus accrued interest multiplied by 125%.

? Pursuant to the August 2021 Lucas SPA, the August 2021 Lucas Commitment Shares

underlying and the shares underlying the August 2021 Lucas Note and August


    2021 Lucas Warrant carry standard registration rights.




Upon issuance of the August 2021 Lucas Note, the Company received net proceeds
of $180,000 and used such proceeds for working capital as well as the payment of
$9,000 in fees associated with the loan. Upon issuance of the August 2021 Lucas
Commitment Shares, the August 2021 Lucas Note, and the August 2021 Lucas
Warrant, the Company allocated the $180,000 in net proceeds received between the
fair market value of the August 2021 Lucas Commitment Shares, the beneficial
conversion feature of the August 2021 Lucas Note, and the August 2021 Lucas
Warrant. The fair value of the August 2021 Lucas Commitment Shares was $3,903;
the fair value of the beneficial conversion feature of the August 2021 Lucas
Note was $22,149; and the fair value of the August 2021 Lucas Warrant was
$153,948. The combination of these three components as well as the August 2021
Lucas OID resulted in a total debt discount at issuance of $200,000 which is
accreted over the term of the August 2021 Lucas Note. The $9,000 paid as loan
origination fees was recorded directly to additional paid in capital.



On March 16, 2022, the Company and Lucas Ventures entered into an Amendment and
Waiver Pursuant to Convertible Promissory Note (the "Lucas Amendment"). Pursuant
to the terms of the Lucas Amendment, the parties agreed that the conversion
price of the August 2021 Lucas Note was decreased from $11.50 per share to $1.00
per share and that Lucas may not convert the August 2021 Lucas Note, as amended,
prior to September 15, 2022. Upon the issuance of the July 2022 FirstFire Note,
July 2022 GS Note, July 2022 Ionic Note, and July 2022 Jefferson Note described
below, the conversion price of the August 2021 Lucas Note was further reduced
from $1.00 per share to $0.10 per share.

During the quarter ended August 31, 2022, the Company recorded interest expense of $25,205, related to the accretion of the debt discount.

As of August 31, 2022, the carrying value of the August 2021 Lucas Note was $99,999, net of $100,001 in unaccreted debt discount.

August 2021 LGH Investments, LLC 12% Convertible Promissory Note





On August 31, 2021, the Company and LGH Investments, LLC, ("LGH") entered into a
securities purchase agreement (the "August 2021 LGH SPA") pursuant to which the
Company issued a 12% convertible promissory note (the "August 2021 LGH Note") in
the principal sum of $200,000 (the "August 2021 LGH Principal Sum").



53

The following are the material terms of the August 2021 LGH SPA and August 2021 LGH Note:

? The August 2021 LGH Note matures on August 31, 2023 (the "August 2021 LGH

Maturity Date").

? At its election, LGH may convert the August 2021 LGH Note into the Company's

common stock (subject to the beneficial ownership limitations of 4.99% in the

August 2021 LGH Note; provided however, that the limitation on conversion may

be waived up to 9.99%) at any time at a conversion price equal to $11.50 per

share, subject to certain adjustments.

? The Company agree to pay interest on the August 2021 LGH Principal Sum at the

rate of 12% per annum provided that the first six months of interest shall be

guaranteed, and the remaining 18 months of interest shall be deemed earned in

full if any amount is outstanding under the August 2021 LGH Note after 180

days from August 31, 2021.

? The August 2021 LGH Note carries an original issue discount of $20,000

("August 2021 LGH OID").

? The Company may prepay the August 2021 LGH Note at any time prior to maturity

in accordance with the terms of the August 2021 LGH Note.

? The August 2021 LGH Note contains customary events of default relating to,

among other things, payment defaults, breach of representations and

warranties, and breach of provisions of the August 2021 LGH Note or the August

2021 LGH SPA. Upon the occurrence of any event of default (as defined in the

August 2021 LGH Note which has not been cured within three calendar days, the

August 2021 LGH Note shall become immediately due and payable and the Company

shall pay to LGH, in full satisfaction of its obligations hereunder, an amount

equal to the August 2021 LGH Principal Sum then outstanding plus accrued

interest multiplied by 125%.

? Pursuant to the August 2021 LGH SPA, the shares underlying the August 2021 LGH


    Note carry standard registration rights.




Upon issuance of the August 2021 LGH Note, the Company received net proceeds of
$180,000 and used such proceeds for working capital as well as the payment of
$6,500 in fees associated with the loan. Upon issuance of the August 2021 LGH,
the Company recorded a total debt discount of $26,500 that includes the LGH OID
and the $6,500 paid as fees associated with the issuance of the loan and is
accreted over the term of the August 2021 LGH Note.



As of March 16, 2022, the Company and LGH entered into an Amendment and Waiver
Pursuant to Convertible Promissory Note (the "LGH Amendment"). Pursuant to the
terms of the LGH Amendment, the parties agreed that the conversion price of the
August 2021 LGH Note was decreased from $11.50 per share to $1.00 per share and
that LGH may not convert the LGH Note, as amended, prior to September 15, 2022.
Upon the issuance of the July 2022 FirstFire Note, July 2022 GS Note, July 2022
Ionic Note, and July 2022 Jefferson Note described below, the conversion price
of the August 2021 LGH Note was further reduced from $1.00 per share to $0.10
per share.

During the quarter ended August 31, 2022, the Company recorded interest expense of $3,340 related to the accretion of the debt discount.

As of August 31, 2022, the carrying value of the August 2021 LGH Note was $186,750, net of $13,250 in unaccreted debt discount.

September 2021 Ionic Ventures, LLC 12% Convertible Promissory Note





On September 28, 2021, the Company entered into a securities purchase agreement
(the "September 2021 Ionic SPA") with Ionic Ventures, LLC ("Ionic"), pursuant to
which the Company issued (i) a 12% convertible promissory note (the "September
2021 Ionic Note") in the principal sum of $1,555,556 (the "September 2021 Ionic
Principal Sum"), (ii) 14,584 shares of its common stock as a commitment fee
("September 2021 Ionic Commitment Shares"), and (iii) a three-year warrant
("September 2021 Ionic Warrant") to purchase 729,167 shares of the Company's
common stock at an exercise price of $10.73, subject to certain adjustments.



54

The following are the material terms of the September 2021 Ionic SPA and September 2021 Ionic Note:

? The September 2021 Ionic Note matures on September 28, 2023 (the "September

2021 Ionic Maturity Date").

? At its election, Ionic may convert the September 2021 Ionic Note into the

Company's common stock (subject to the beneficial ownership limitations of

4.99% in the September 2021 Ionic Note; provided however, that the limitation

on conversion may be waived up to 9.99%) at any time at a conversion price

equal to $11.50 per share, subject to certain adjustments.

? The Company agree to pay interest on the September 2021 Ionic Principal Sum at

the rate of 12% per annum provided that the first six months of interest shall

be guaranteed, and the remaining 18 months of interest shall be deemed earned

in full if any amount is outstanding under the September 2021 Ionic Note after

180 days from September 28, 2021.

? The September 2021 Ionic Note carries an original issue discount of $155,556

("September 2021 Ionic OID").

? The Company may prepay the September 2021 Ionic Note at any time prior to

maturity in accordance with the terms of the September 2021 Ionic Note.

? The September 2021 Ionic Note contains customary events of default relating

to, among other things, payment defaults, breach of representations and

warranties, and breach of provisions of the August 2021 Ionic Note or the

September 2021 Ionic SPA. Upon the occurrence of any event of default (as

defined in the September 2021 Ionic Note) which has not been cured within

three calendar days, the August 2021 Ionic Note shall become immediately due

and payable and the Company shall pay to Ionic, in full satisfaction of its

obligations hereunder, an amount equal to the September 2021 Ionic Principal

Sum then outstanding plus accrued interest multiplied by 125%.

? Pursuant to the September 2021 Ionic SPA, the September 2021 Ionic Commitment

Shares underlying and the shares underlying the September 2021 Ionic Note and

September 2021 Ionic Warrant carry standard registration rights.




Upon issuance of the September 2021 Ionic Note, the Company received net
proceeds of $1,400,000 and used such proceeds for working capital as well as the
payment of $98,000 in fees associated with the loan. Upon issuance of the
September 2021 Ionic Commitment Shares, the September 2021 Ionic Note, and the
September 2021 Ionic Warrant, the Company allocated the $1,400,000 in net
proceeds received between the fair market value of the September 2021 Ionic
Commitment Shares, the beneficial conversion feature of the September 2021 Ionic
Note, and the September 2021 Ionic Warrant. The fair value of the September 2021
Ionic Commitment Shares was $26,721; the fair value of the beneficial conversion
feature of the September 2021 Ionic Note was $335,303; and the fair value of the
September 2021 Ionic Warrant was $1,037,976. The combination of these three
components as well as the September 2021 Ionic OID resulted in a total debt
discount at issuance of $1,555,556 which is accreted over the term of the
September 2021 Ionic Note. The $98,000 paid as loan origination fees was
recorded directly to additional paid in capital.



Upon the issuance of the March 2022 FirstFire Note, March 2022 GS Note, and
March 2022 Ionic Note described below, the conversion price of the September
2021 Ionic Note was reduced from $11.50 per share to $1.00 per share. Upon the
issuance of the July 2022 FirstFire Note, July 2022 GS Note, July 2022 Ionic
Note, and July 2022 Jefferson Note described below, the conversion price of the
September 2021 Ionic Note was further reduced from $1.00 per share to $0.10


per
share.



On April 25, 2022, Ionic converted $87,800 of the outstanding principal balance
the September 2021 Ionic Note at an adjusted conversion price of $1.00 per
share. At conversion, the Company issued 87,800 shares of common stock to Ionic
at a fair market value of $2.61 per share and recognized a loss on debt
extinguishment of $141,358.



On July 28, 2022, Ionic converted $6,776 of the outstanding principal balance
the September 2021 Ionic Note at an adjusted conversion price of $0.10 per
share. At conversion, the Company issued 67,755 shares of common stock to Ionic
at a fair market value of $0.13 per share and recognized a loss on debt
extinguishment of $2,033.



On August 24, 2022, Ionic converted $15,000 of the outstanding principal balance
the September 2021 Ionic Note at an adjusted conversion price of $0.10 per
share. At conversion, the Company became obligated to issue 150,000 shares of
common stock to Ionic at a fair market value of $0.075 per share and recognized
a gain on debt extinguishment of $4,500. As of August 31, 2022, these shares are
classified as common stock to be issued.

During the quarter ended August 31, 2022, the Company recorded interest expense of $302,506 related to the accretion of the debt discount.

As of August 31, 2022, the carrying value of the September 2021 Ionic Note was $771,322, net of $674,658 in unaccreted debt discount.

March 2022 FirstFire Global 12% Convertible Promissory Note


On March 21, 2022, the Company entered into a securities purchase agreement (the
"March 2022 FirstFire SPA") with FirstFire, pursuant to which the Company issued
(i) a 12% convertible promissory note (the "March 2022 FirstFire Note") in the
principal sum of $110,000 (the "March 2022 FirstFire Principal Sum"), (ii) 935
shares of its common stock as a commitment fee ("March 2022 FirstFire Commitment
Shares"), and (iii) a three-year warrant ("March 2022 FirstFire Warrant") to
purchase 50,000 shares of the Company's common stock at an exercise price of
$1.00, subject to certain adjustments.

The following are the material terms of the March 2022 FirstFire SPA and March 2022 FirstFire Note:

? The March 2022 FirstFire Note matures on September 21, 2022 (the "March 2022

FirstFire Maturity Date").

? At its election, FirstFire may convert the March 2022 FirstFire Note into the

Company's common stock (subject to the beneficial ownership limitations of

4.99% in the March 2022 FirstFire Note; provided however, that the limitation

on conversion may be waived up to 9.99%) at any time at a conversion price

equal to $1.00 per share, subject to certain adjustments.

? The Company agree to pay interest on the March 2022 FirstFire Principal Sum at

the rate of 12% per annum provided that the first six months of interest shall

be guaranteed.

? The March 2022 FirstFire Note carries an original issue discount of $10,000

("March 2022 FirstFire OID").

? The Company may prepay the March 2022 FirstFire Note at any time prior to

maturity in accordance with the terms of the March 2022 FirstFire Note.

? The March 2022 FirstFire Note contains customary events of default relating

to, among other things, payment defaults, breach of representations and

warranties, and breach of provisions of the March 2022 FirstFire Note or the

March 2022 FirstFire SPA. Upon the occurrence of any event of default (as

defined in the March 2022 I FirstFire Note) which has not been cured within

the period stipulated by the March 2022 FirstFire Note, the March 2022

FirstFire Note shall become immediately due and payable and the Company shall

pay to FirstFire, in full satisfaction of its obligations hereunder, an amount

equal to the March 2022 FirstFire Principal Sum then outstanding plus accrued

interest multiplied by 125%.

? Pursuant to the March 2022 FirstFire SPA, the March 2022 FirstFire Commitment

Shares and the shares underlying the March 2022 FirstFire Note and March 2022


    FirstFire Warrant carry standard registration rights.




Upon issuance of the March 2022 FirstFire Note, the Company received net
proceeds of $100,000 and used such proceeds for working capital. Upon issuance
of the March 2022 FirstFire Commitment Shares, the March 2022 FirstFire Note,
and the March 2022 FirstFire Warrant, the Company allocated the $100,000 in net
proceeds received between the fair market value of the March 2022 FirstFire
Commitment Shares, the beneficial conversion feature of the March 2022 FirstFire
Note, and the March 2022 FirstFire Warrant. The fair value of the March 2022
FirstFire Commitment Shares was $1,158; the fair value of the beneficial
conversion feature of the March 2022 FirstFire Note was $45,418; and the fair
value of the March 2022 FirstFire Warrant was $53,424. The combination of these
three components as well as the March 2022 FirstFire OID resulted in a total
debt discount at issuance of $110,000 which is accreted over the term of the
March 2022 FirstFire Note.


Upon the issuance of the July 2022 FirstFire Note, July 2022 GS Note, July 2022
Ionic Note, and July 2022 Jefferson Note described below, the conversion price
of the March 2022 FirstFire Note was reduced from $1.00 per share to $0.10


per
share.

During the quarter ended August 31, 2022, the Company recorded interest expense of $55,000 related to the accretion of the debt discount.

As of August 31, 2022, the carrying value of the March 2022 FirstFire Note was $97,446, net of $12,554 in unaccreted debt discount.

March 2022 GS Capital Securities 12% Convertible Promissory Note


On March 21, 2022, the Company entered into a securities purchase agreement (the
"March 2022 GS SPA") with GS, pursuant to which the Company issued (i) a 12%
convertible promissory note (the "March 2022 GS Note") in the principal sum of
$82,500 (the "March 2022 GS Principal Sum"), (ii) 703 shares of its common stock
as a commitment fee ("March 2022 GS Commitment Shares"), and (iii) a three-year
warrant ("March 2022 GS Warrant") to purchase 37,500 shares of the Company's
common stock at an exercise price of $1.00, subject to certain adjustments.

The following are the material terms of the March 2022 GS SPA and March 2022 GS Note:

? The March 2022 GS Note matures on September 21, 2022 (the "March 2022 GS

Maturity Date").

? At its election, GS may convert the March 2022 GS Note into the Company's

common stock (subject to the beneficial ownership limitations of 4.99% in the

March 2022 GS Note; provided however, that the limitation on conversion may be

waived up to 9.99%) at any time at a conversion price equal to $1.00 per

share, subject to certain adjustments.

? The Company agree to pay interest on the March 2022 GS Principal Sum at the

rate of 12% per annum provided that the first six months of interest shall be

guaranteed.

? The March 2022 GS Note carries an original issue discount of $7,500 ("March

2022 GS OID").

? The Company may prepay the March 2022 GS Note at any time prior to maturity in

accordance with the terms of the March 2022 GS Note.

? The March 2022 GS Note contains customary events of default relating to, among

other things, payment defaults, breach of representations and warranties, and

breach of provisions of the March 2022 GS Note or the March 2022 GS SPA. Upon

the occurrence of any event of default (as defined in the March 2022 GS Note)

which has not been cured within the period stipulated by the March 2022 GS

Note, the March 2022 GS Note shall become immediately due and payable and the

Company shall pay to GS, in full satisfaction of its obligations hereunder, an

amount equal to the March 2022 GS Principal Sum then outstanding plus accrued

interest multiplied by 125%.

? Pursuant to the March 2022 GS SPA, the March 2022 GS Commitment Shares and the

shares underlying the March 2022 GS Note and March 2022 GS Warrant carry


    standard registration rights.


Upon issuance of the March 2022 GS Note, the Company received net proceeds of
$75,000 and used such proceeds for working capital. Upon issuance of the March
2022 GS Commitment Shares, the March 2022 GS Note, and the March 2022 GS
Warrant, the Company allocated the $75,000 in net proceeds received between the
fair market value of the March 2022 GS Commitment Shares, the beneficial
conversion feature of the March 2022 GS Note, and the March 2022 GS Warrant. The
fair value of the March 2022 GS Commitment Shares was $871; the fair value of
the beneficial conversion feature of the March 2022 GS Note was $34,062; and the
fair value of the March 2022 GS Warrant was $40,067. The combination of these
three components as well as the March 2022 GS OID resulted in a total debt
discount at issuance of $82,500 which is accreted over the term of the March
2022 GS Note.


Upon the issuance of the July 2022 FirstFire Note, July 2022 GS Note, July 2022
Ionic Note, and July 2022 Jefferson Note described below, the conversion price
of the March 2022 GS Note was reduced from $1.00 per share to $0.10 per share.

During the quarter ended August 31, 2022, the Company recorded interest expense of $41,250 related to the accretion of the debt discount.

As of August 31, 2022, the carrying value of the March 2022 GS Note was $73,084, net of $9,416 in unaccreted debt discount.

March 2022 Ionic Ventures 12% Convertible Promissory Note


On March 21, 2022, the Company entered into a securities purchase agreement (the
"March 2022 Ionic SPA") with Ionic, pursuant to which the Company issued (i) a
12% convertible promissory note (the "March 2022 Ionic Note") in the principal
sum of $110,000 (the "March 2022 Ionic Principal Sum"), (ii) 935 shares of its
common stock as a commitment fee ("March 2022 Ionic Commitment Shares"), and
(iii) a three-year warrant ("March 2022 Ionic Warrant") to purchase 50,000
shares of the Company's common stock at an exercise price of $1.00, subject


to
certain adjustments.



57

The following are the material terms of the March 2022 Ionic SPA and March 2022 Ionic Note:

? The March 2022 Ionic Note matures on September 21, 2022 (the "March 2022 Ionic

Maturity Date").

? At its election, Ionic may convert the March 2022 Ionic Note into the

Company's common stock (subject to the beneficial ownership limitations of

4.99% in the March 2022 Ionic Note; provided however, that the limitation on

conversion may be waived up to 9.99%) at any time at a conversion price equal

to $1.00 per share, subject to certain adjustments.

? The Company agree to pay interest on the March 2022 Ionic Principal Sum at the

rate of 12% per annum provided that the first six months of interest shall be

guaranteed.

? The March 2022 Ionic Note carries an original issue discount of $10,000

("March 2022 Ionic OID").

? The Company may prepay the March 2022 Ionic Note at any time prior to maturity

in accordance with the terms of the March 2022 Ionic Note.

? The March 2022 Ionic Note contains customary events of default relating to,

among other things, payment defaults, breach of representations and

warranties, and breach of provisions of the March 2022 Ionic Note or the March

2022 Ionic SPA. Upon the occurrence of any event of default (as defined in the

March 2022 Ionic Note) which has not been cured within the period stipulated

by the March 2022 Ionic Note, the March 2022 Ionic Note shall become

immediately due and payable and the Company shall pay to Ionic, in full

satisfaction of its obligations hereunder, an amount equal to the March 2022

Ionic Principal Sum then outstanding plus accrued interest multiplied by 125%.

? Pursuant to the March 2022 Ionic SPA, the March 2022 Ionic Commitment Shares

and the shares underlying the March 2022 Ionic Note and March 2022 Ionic


    Warrant carry standard registration rights.




Upon issuance of the March 2022 Ionic Note, the Company received net proceeds of
$100,000 and used such proceeds for working capital. Upon issuance of the March
2022 Ionic Commitment Shares, the March 2022 Ionic Note, and the March 2022
Ionic Warrant, the Company allocated the $100,000 in net proceeds received
between the fair market value of the March 2022 Ionic Commitment Shares, the
beneficial conversion feature of the March 2022 Ionic Note, and the March 2022
Ionic Warrant. The fair value of the March 2022 Ionic Commitment Shares was
$1,158; the fair value of the beneficial conversion feature of the March 2022
Ionic Note was $45,418; and the fair value of the March 2022 Ionic Warrant was
$53,424. The combination of these three components as well as the March 2022
Ionic OID resulted in a total debt discount at issuance of $110,000 which is
accreted over the term of the March 2022 Ionic Note.



Upon the issuance of the July 2022 FirstFire Note, July 2022 GS Note, July 2022
Ionic Note, and July 2022 Jefferson Note described below, the conversion price
of the March 2022 Ionic Note was reduced from $1.00 per share to $0.10 per
share.

During the quarter ended August 31, 2022, the Company recorded interest expense of $55,000 related to the accretion of the debt discount.

As of August 31, 2022, the carrying value of the March 2022 Ionic Note was $97,446, net of $12,554 in unaccreted debt discount.

April 2022 Jefferson Street Capital LLC 12% Convertible Promissory Note


On April 1, 2022, the Company entered into a securities purchase agreement (the
"April 2022 Jefferson SPA") with Jefferson, pursuant to which the Company issued
(i) a 12% convertible promissory note (the "April 2022 Jefferson Note") in the
principal sum of $82,500 (the "April 2022 Jefferson Principal Sum"), (ii) 703
shares of its common stock as a commitment fee ("April 2022 Jefferson Commitment
Shares"), and (iii) a three-year warrant ("April 2022 Jefferson Warrant") to
purchase 37,500 shares of the Company's common stock at an exercise price of
$1.00, subject to certain adjustments.



58

The following are the material terms of the April 2022 Jefferson SPA and April 2022 Jefferson Note:

? The April 2022 Jefferson Note matures on October 1, 2022 (the "April 2022

Jefferson Maturity Date").

? At its election, Jefferson may convert the April 2022 Jefferson Note into the

Company's common stock (subject to the beneficial ownership limitations of

4.99% in the April 2022 Jefferson Note; provided however, that the limitation

on conversion may be waived up to 9.99%) at any time at a conversion price

equal to $1.00 per share, subject to certain adjustments.

? The Company agree to pay interest on the April 2022 Jefferson Principal Sum at

the rate of 12% per annum provided that the first six months of interest shall

be guaranteed.

? The April 2022 Jefferson Note carries an original issue discount of $7,500

("April 2022 Jefferson OID").

? The Company may prepay the April 2022 Jefferson Note at any time prior to

maturity in accordance with the terms of the April 2022 Jefferson Note.

? The April 2022 Jefferson Note contains customary events of default relating

to, among other things, payment defaults, breach of representations and

warranties, and breach of provisions of the April 2022 Jefferson Note or the

April 2022 Jefferson SPA. Upon the occurrence of any event of default (as

defined in the April 2022 Jefferson Note) which has not been cured within the

period stipulated by the April 2022 Jefferson Note, the April 2022 Jefferson

Note shall become immediately due and payable and the Company shall pay to

Jefferson, in full satisfaction of its obligations hereunder, an amount equal

to the April 2022 Jefferson Principal Sum then outstanding plus accrued

interest multiplied by 125%.

? Pursuant to the April 2022 Jefferson SPA, the April 2022 Jefferson Commitment

Shares and the shares underlying the April 2022 Jefferson Note and April 2022


    Jefferson Warrant carry standard registration rights.




Upon issuance of the April 2022 Jefferson Note, the Company received net
proceeds of $75,000 and used such proceeds for working capital. Upon issuance of
the April 2022 Jefferson Commitment Shares, the April 2022 Jefferson Note, and
the April 2022 Jefferson Warrant, the Company allocated the $75,000 in net
proceeds received between the fair market value of the April 2022 Jefferson
Commitment Shares, the beneficial conversion feature of the April 2022 Jefferson
Note, and the April 2022 Jefferson Warrant. The fair value of the April 2022
Jefferson Commitment Shares was $871; the fair value of the beneficial
conversion feature of the April 2022 Jefferson Note was $34,062; and the fair
value of the April 2022 Jefferson Warrant was $40,067. The combination of these
three components as well as the April 2022 Jefferson OID resulted in a total
debt discount at issuance of $82,500 which is accreted over the term of the
April 2022 Jefferson Note.



Upon the issuance of the July 2022 FirstFire Note, July 2022 GS Note, July 2022
Ionic Note, and July 2022 Jefferson Note described below, the conversion price
of the April 2022 Jefferson Note was reduced from $1.00 per share to $0.10


per
share.

During the quarter ended August 31, 2022, the Company recorded interest expense of $41,250 related to the accretion of the debt discount.

As of May 31, 2022, the carrying value of the April 2022 Jefferson Note was $73,084, net of $9,416 in unaccreted debt discount.

July 2022 FirstFire Global 12% Convertible Promissory Note


On July 14, 2022, the Company entered into a securities purchase agreement (the
"July 2022 FirstFire SPA") with FirstFire, pursuant to which the Company issued
(i) a 12% convertible promissory note (the "July 2022 FirstFire Note") in the
principal sum of $27,500 (the "July 2022 FirstFire Principal Sum"), (ii) 935
shares of its common stock as a commitment fee ("July 2022 FirstFire Commitment
Shares"), and (iii) a three-year warrant ("July 2022 FirstFire Warrant") to
purchase 50,000 shares of the Company's common stock at an exercise price of
$1.00, subject to certain adjustments.



59

The following are the material terms of the July 2022 FirstFire SPA and July 2022 FirstFire Note:

? The July 2022 FirstFire Note matures on September 14, 2022 (the "July 2022

FirstFire Maturity Date").

? At its election, FirstFire may convert the July 2022 FirstFire Note into the

Company's common stock (subject to the beneficial ownership limitations of

4.99% in the July 2022 FirstFire Note; provided however, that the limitation

on conversion may be waived up to 9.99%) at any time after 180 days from the

date of issuance of the July 2022 FirstFire Note at a conversion price equal

to $0.10 per share, subject to certain adjustments.

? The Company agree to pay interest on the July 2022 FirstFire Principal Sum at

the rate of 12% per annum provided that the first two months of interest shall

be guaranteed.

? The July 2022 FirstFire Note carries an original issue discount of $2,500

("July 2022 FirstFire OID").

? The Company may prepay the July 2022 FirstFire Note at any time prior to

maturity in accordance with the terms of the July 2022 FirstFire Note.

? The July 2022 FirstFire Note contains customary events of default relating to,

among other things, payment defaults, breach of representations and

warranties, and breach of provisions of the July 2022 FirstFire Note or the

July 2022 FirstFire SPA. Upon the occurrence of any event of default (as

defined in the July 2022 FirstFire Note) which has not been cured within the

period stipulated by the July 2022 FirstFire Note, the July 2022 FirstFire

Note shall become immediately due and payable and the Company shall pay to

FirstFire, in full satisfaction of its obligations hereunder, an amount equal


    to the July 2022 FirstFire Principal Sum then outstanding plus accrued
    interest multiplied by 125%.




Upon issuance of the July 2022 FirstFire Note, the Company received net proceeds
of $25,000 and used such proceeds for working capital. Upon issuance of the July
2022 FirstFire Commitment Shares, the July 2022 FirstFire Note, and the July
2022 FirstFire Warrant, the Company allocated the $25,000 in net proceeds
received between the fair market value of the July 2022 FirstFire Commitment
Shares and the July 2022 FirstFire Warrant. The fair value of the July 2022
FirstFire Commitment Shares was $136, and the fair value of the July 2022
FirstFire Warrant was $3,825. The combination of these two components as well as
the July 2022 FirstFire OID resulted in a total debt discount at issuance of
$6,461 which is accreted over the term of the July 2022 FirstFire Note.



During the quarter ended August 31, 2022, the Company recorded interest expense
of $5,552, which included $5,002 related to the accretion of the debt discount
and accrued interest in the amount of $550. As of August 31, 2022, the carrying
value of the July 2022 FirstFire Note was $26,041, net of $1,459 in unaccreted
debt discount.

July 2022 GS Capital Securities 12% Convertible Promissory Note


On July 14, 2022, the Company entered into a securities purchase agreement (the
"July 2022 GS SPA") with GS, pursuant to which the Company issued (i) a 12%
convertible promissory note (the "July 2022 GS Note") in the principal sum of
$27,500 (the "July 2022 GS Principal Sum"), (ii) 935 shares of its common stock
as a commitment fee ("July 2022 GS Commitment Shares"), and (iii) a three-year
warrant ("July 2022 GS Warrant") to purchase 50,000 shares of the Company's
common stock at an exercise price of $1.00, subject to certain adjustments.

The following are the material terms of the July 2022 GS SPA and July 2022 GS Note:





  ? The July 2022 GS Note matures on September 14, 2022 (the "July 2022 GS
    Maturity Date").

? At its election, GS may convert the July 2022 GS Note into the Company's

common stock (subject to the beneficial ownership limitations of 4.99% in the

July 2022 GS Note; provided however, that the limitation on conversion may be

waived up to 9.99%) at any time after 180 days from the date of issuance of

the July2022 GS Note at a conversion price equal to $0.10 per share, subject

to certain adjustments.

? The Company agree to pay interest on the July 2022 GS Principal Sum at the

rate of 12% per annum provided that the first two months of interest shall be

guaranteed.

? The July 2022 GS Note carries an original issue discount of $2,500 ("July 2022

GS OID").

? The Company may prepay the July 2022 GS Note at any time prior to maturity in

accordance with the terms of the July 2022 GS Note.

? The July 2022 GS Note contains customary events of default relating to, among

other things, payment defaults, breach of representations and warranties, and

breach of provisions of the July 2022 GS Note or the July 2022 GS SPA. Upon

the occurrence of any event of default (as defined in the July 2022 GS Note)

which has not been cured within the period stipulated by the July 2022 GS

Note, the July 2022 GS Note shall become immediately due and payable and the

Company shall pay to GS, in full satisfaction of its obligations hereunder, an

amount equal to the July 2022 GS Principal Sum then outstanding plus accrued


    interest multiplied by 125%.




60






Upon issuance of the July 2022 GS Note, the Company received net proceeds of
$25,000 and used such proceeds for working capital. Upon issuance of the July
2022 GS Commitment Shares, the July 2022 GS Note, and the July 2022 GS Warrant,
the Company allocated the $25,000 in net proceeds received between the fair
market value of the July 2022 GS Commitment Shares and the July 2022 GS Warrant.
The fair value of the July 2022 GS Commitment Shares was $136, and the fair
value of the July 2022 GS Warrant was $3,825. The combination of these two
components as well as the July 2022 GS OID resulted in a total debt discount at
issuance of $6,461 which is accreted over the term of the July 2022 GS Note.



During the quarter ended August 31, 2022, the Company recorded interest expense
of $5,552, which included $5,002 related to the accretion of the debt discount
and accrued interest in the amount of $550. As of August 31, 2022, the carrying
value of the July 2022 GS Note was $26,041, net of $1,459 in unaccreted debt
discount.

July 2022 Ionic Ventures, LLC 12% Convertible Promissory Note


On July 14, 2022, the Company entered into a securities purchase agreement (the
"July 2022 Ionic SPA") with Ionic, pursuant to which the Company issued (i) a
12% convertible promissory note (the "July 2022 Ionic Note") in the principal
sum of $27,500 (the "July 2022 Ionic Principal Sum"), (ii) 935 shares of its
common stock as a commitment fee ("July 2022 Ionic Commitment Shares"), and
(iii) a three-year warrant ("July 2022 Ionic Warrant") to purchase 50,000 shares
of the Company's common stock at an exercise price of $1.00, subject to certain
adjustments.

The following are the material terms of the July 2022 Ionic SPA and July 2022 Ionic Note:

? The July 2022 Ionic Note matures on September 14, 2022 (the "July 2022 Ionic

Maturity Date").

? At its election, Ionic may convert the July 2022 Ionic Note into the Company's

common stock (subject to the beneficial ownership limitations of 4.99% in the

July 2022 Ionic Note; provided however, that the limitation on conversion may

be waived up to 9.99%) at any time after 180 days from the date of issuance of

the July2022 Ionic Note at a conversion price equal to $0.10 per share,

subject to certain adjustments.

? The Company agree to pay interest on the July 2022 Ionic Principal Sum at the

rate of 12% per annum provided that the first two months of interest shall be

guaranteed.

? The July 2022 Ionic Note carries an original issue discount of $2,500 ("July

2022 Ionic OID").

? The Company may prepay the July 2022 Ionic Note at any time prior to maturity

in accordance with the terms of the July 2022 Ionic Note.

? The July 2022 Ionic Note contains customary events of default relating to,

among other things, payment defaults, breach of representations and

warranties, and breach of provisions of the July 2022 Ionic Note or the July

2022 Ionic SPA. Upon the occurrence of any event of default (as defined in the

July 2022 Ionic Note) which has not been cured within the period stipulated by

the July 2022 Ionic Note, the July 2022 Ionic Note shall become immediately

due and payable and the Company shall pay to Ionic, in full satisfaction of

its obligations hereunder, an amount equal to the July 2022 Ionic Principal


    Sum then outstanding plus accrued interest multiplied by 125%.




Upon issuance of the July 2022 Ionic Note, the Company received net proceeds of
$25,000 and used such proceeds for working capital. Upon issuance of the July
2022 Ionic Commitment Shares, the July 2022 Ionic Note, and the July 2022 Ionic
Warrant, the Company allocated the $25,000 in net proceeds received between the
fair market value of the July 2022 Ionic Commitment Shares and the July 2022
Ionic Warrant. The fair value of the July 2022 Ionic Commitment Shares was $136,
and the fair value of the July 2022 Ionic Warrant was $3,825. The combination of
these two components as well as the July 2022 Ionic OID resulted in a total debt
discount at issuance of $6,461 which is accreted over the term of the July


2022
Ionic Note.



61






During the quarter ended August 31, 2022, the Company recorded interest expense
of $5,552, which included $5,002 related to the accretion of the debt discount
and accrued interest in the amount of $550. As of August 31, 2022, the carrying
value of the July 2022 Ionic Note was $26,041, net of $1,459 in unaccreted


debt
discount.

July 2022 Jefferson Street Capital LLC 12% Convertible Promissory Note


On July 14, 2022, the Company entered into a securities purchase agreement (the
"July 2022 Jefferson SPA") with Jefferson, pursuant to which the Company issued
(i) a 12% convertible promissory note (the "July 2022 Jefferson Note") in the
principal sum of $27,500 (the "July 2022 Jefferson Principal Sum"), (ii) 935
shares of its common stock as a commitment fee ("July 2022 Jefferson Commitment
Shares"), and (iii) a three-year warrant ("July 2022 Jefferson Warrant") to
purchase 50,000 shares of the Company's common stock at an exercise price of
$1.00, subject to certain adjustments.

The following are the material terms of the July 2022 Jefferson SPA and July 2022 Jefferson Note:

? The July 2022 Jefferson Note matures on September 14, 2022 (the "July 2022

Jefferson Maturity Date").

? At its election, Jefferson may convert the July 2022 Jefferson Note into the

Company's common stock (subject to the beneficial ownership limitations of

4.99% in the July 2022 Jefferson Note; provided however, that the limitation

on conversion may be waived up to 9.99%) at any time after 180 days from the

date of issuance of the July2022 Jefferson Note at a conversion price equal to

$0.10 per share, subject to certain adjustments.

? The Company agree to pay interest on the July 2022 Jefferson Principal Sum at

the rate of 12% per annum provided that the first two months of interest shall

be guaranteed.

? The July 2022 Jefferson Note carries an original issue discount of $2,500

("July 2022 Jefferson OID").

? The Company may prepay the July 2022 Jefferson Note at any time prior to

maturity in accordance with the terms of the July 2022 Jefferson Note.

? The July 2022 Jefferson Note contains customary events of default relating to,

among other things, payment defaults, breach of representations and

warranties, and breach of provisions of the July 2022 Jefferson Note or the

July 2022 Jefferson SPA. Upon the occurrence of any event of default (as

defined in the July 2022 Jefferson Note) which has not been cured within the

period stipulated by the July 2022 Jefferson Note, the July 2022 Jefferson

Note shall become immediately due and payable and the Company shall pay to

Jefferson, in full satisfaction of its obligations hereunder, an amount equal


    to the July 2022 Jefferson Principal Sum then outstanding plus accrued
    interest multiplied by 125%.




Upon issuance of the July 2022 Jefferson Note, the Company received net proceeds
of $25,000 and used such proceeds for working capital. Upon issuance of the July
2022 Jefferson Commitment Shares, the July 2022 Jefferson Note, and the July
2022 Jefferson Warrant, the Company allocated the $25,000 in net proceeds
received between the fair market value of the July 2022 Jefferson Commitment
Shares and the July 2022 Jefferson Warrant. The fair value of the July 2022
Jefferson Commitment Shares was $136, and the fair value of the July 2022
Jefferson Warrant was $3,825. The combination of these two components as well as
the July 2022 Jefferson OID resulted in a total debt discount at issuance of
$6,461 which is accreted over the term of the July 2022 Jefferson Note.



During the quarter ended August 31, 2022, the Company recorded interest expense
of $5,552, which included $5,002 related to the accretion of the debt discount
and accrued interest in the amount of $550. As of August 31, 2022, the carrying
value of the July 2022 Jefferson Note was $26,041, net of $1,459 in unaccreted
debt discount.



62






Secured Promissory Notes



On November 15, 2021, the Company entered into a 10% secured promissory note
with an accredited investor ("Secured Note One") for which it received net
proceeds of $250,000, consisting of a face amount of $262,500 and an original
issuance discount of $12,500 "(Secured Note One OID"). In addition, the Company
issued 30,000 commitment warrants to the investor for the purchase of the
Company's common stock at an exercise price of $10.73 per share ("Secured Note
One Warrants"). The Secured Note One had a perfected security interest in 50
personal computers the Company intended to use in its operations. The Secured
Note One required 60 monthly payments of principal and interest in the amount of
$5,577.



Upon issuance of the Secured Note One and Secured Note One Warrants, the Company
allocated the $250,000 in net proceeds received between the fair market value of
Secured Note One and the Secured Note One Warrants. The fair value of the
Secured Note One Warrants was $84,517. The combination of fair market value of
the Secured Note One Warrant and the Secured Note One OID resulted in a total
debt discount at issuance of $97,017 which is accreted over the term of the
Secured Note One.



During the quarter ended August 31, 2022, the Company made principal payments of
$4,500 on Secured Note One. For the quarter ended August 31, 2022, the company
recognized $8,007 in total interest expense associated with Secured Note One,
comprised of $1,077 in cash interest payments, $2,079 in accrued interest
payable, and $4,851 in accretion expense related to the original issuance
discount and debt discount related to the warrants, with no comparable amounts
during the prior period. As of August 31, 2022, the carrying value of Secured
Note One is $42,268, net of $82,464 in unaccreted debt discounts.



On November 18, 2021, the Company entered into a 10% secured promissory note
with an accredited investor ("Secured Note Two") for which it received net
proceeds of $150,000, consisting of a face amount of $157,500 and an original
issuance discount of $7,500 ("Secured Note Two OID"). In addition, the Company
issued 18,000 commitment warrants for the purchase of the Company's common stock
at an exercise price of $10.73 per share ("Secured Note Two Warrant"). The
Secured Note Two has a perfected security interest in 30 personal computers the
Company intended to use in its operations. The Secured Note Two required 60
monthly payments of principal and interest in the amount of $3,346.



Upon issuance of the Secured Note Two and Secured Note Two Warrants, the Company
allocated the $150,000 in net proceeds received between the fair market value of
Secured Note Two and the Secured Note Two Warrants. The fair value of the
Secured Note Two Warrants was $50,710. The combination of fair market value of
the Secured Note Two Warrant and the Secured Note Two OID resulted in a total
debt discount at issuance of $58,210 which is accreted over the term of the
Secured Note Two.



During the quarter ended August 31, 2022, the Company made principal payments of
$2,421 on Secured Note Two. For the quarter ended August 31, 2022, the company
recognized $4,808 in total interest expense associated with Secured Note Two,
comprised of $646 in cash interest payments, $1,252 in accrued interest payable,
and $2,911 in accretion expense related to the original issuance discount and
debt discount related to the warrants, with no comparable amounts in the prior
period. As of August 31, 2022, the carrying value of Secured Two Note is
$25,640, net of $49,478 in unaccreted debt discounts.



Related Party Note Payable



On December 10, 2021, the Company entered into a loan agreement with Jed Kaplan,
the Company's former Chairman of the Board, that has a principal amount of
$247,818. The loan bears interest at a rate of 5% per annum and matured on

June
10, 2022.



On June 10, 2022, the loan and accrued interest of $6,178 were converted into a
17% equity stake in Simplicity One, increasing Kaplan's total stake to 37% and
reducing the Company's stake to 59%.

During the quarter ended August 31, 2022, the Company recognized interest expense of $339 with no comparable amount during the prior period.





63






Other Short Term Note Payable



During 2020, the Company received loan proceeds in the amount of $82,235 under
the Paycheck Protection Program established as part of the Coronavirus Aid,
Relief and Economic Security Act ("CARES Act"). During the year ended May 31,
2022, the Company $40,500 of the obligation was forgiven by the Small Business
Administration. As of August 31, 2022, the outstanding balance of this
obligation was $41,735.

Adoption of 2020 Omnibus Incentive Plan





The board and shareholders of the Company approved of the Simplicity Esports and
Gaming Company 2020 Omnibus Incentive Plan (the "2020 Plan") on April 22, 2020
and June 23, 2020, respectively. The 2020 Plan provides for various stock-based
incentive awards, including incentive and nonqualified stock options, stock
appreciation rights, restricted stock and restricted stock units, and other
equity-based or cash-based awards.



Critical Accounting Policies



The preparation of consolidated financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States of
America ("GAAP") requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements, and income and
expenses during the periods reported. Actual results could materially differ
from those estimates.



Revenue Recognition



As of January 1, 2018, the Company adopted the Financial Accounting Standards
Board's (the "FASB") Accounting Standards Codification ("ASC") Topic 606,
Revenue from Contracts with Customers. The new guidance sets forth a new
five-step revenue recognition model which replaces the prior revenue recognition
guidance in its entirety and is intended to eliminate numerous industry-specific
pieces of revenue recognition guidance that have historically existed in GAAP.
The underlying principle of the new standard is that a business or other
organization will recognize revenue to depict the transfer of promised goods or
services to customers in an amount that reflects what it expects to receive in
exchange for the goods or services. The standard also requires more detailed
disclosures and provides additional guidance for transactions that were not
addressed completely in the prior accounting guidance. The Company adopted the
standard using the modified retrospective method and the adoption did not have a
material impact on its financial statements.



The Company recognizes revenue when performance obligations under the terms of a
contract with the customer are satisfied. Product sales occur once control is
transferred upon delivery to the customer. Revenue is measured as the amount of
consideration the Company expects to receive in exchange for transferring goods
and services. Our revenue is derived from two sources, the first is from the
sale of the rights to our players to third parties and second from participation
and prize money awarded at gaming tournaments.

The following describes principal activities, separated by major product or service, from which the Company generates its revenues:





Company-owned Stores Sales



The Company-owned stores principally generate revenue from retail esports gaming
centers. Revenues from Company-owned stores are recognized when the products are
delivered, or the service is provided.

Franchise Royalties and Fees





Franchise royalties are based on 6% of franchise store sales after a minimum
level of sales occur and are recognized as sales occur. Any royalty reductions,
including waivers or those offered as part of a new store development incentive
or as incentive for other behaviors, are recognized at the same time as the
related royalty, as they are not separately distinguishable from the full
royalty rate. Franchise royalties are billed on a monthly basis.



The Company recognizes initial franchise license fee revenue net of costs
incurred, when the Company has performed substantially all the services required
in the franchise agreement. Fees received that do not meet these criteria are
recorded as deferred revenues until earned. Initial franchise fees are generally
recognized once a location is opened to the public which is when management
deems substantially all services required under the franchise agreements have
been performed.



64






The Company offers various incentive programs for franchisees including royalty
incentives, new restaurant opening incentives (i.e. development incentives) and
other support initiatives. Royalties and franchise fees sales are reduced to
reflect any royalty incentives earned or granted under these programs that


are
in the form of discounts.



Esports revenue


Esports revenue is a form of competition using video games. Most commonly,
esports takes the form of organized, multiplayer video game competitions,
particularly between professional players, individually or as teams. Revenues
from esports revenue are recognized when the competition is completed, and


prize
money is awarded.



Accounts Receivable



The Company estimates the allowance for doubtful accounts based on an analysis
of specific customers (i.e. franchisees), taking into consideration the age of
past due accounts and an assessment of the customer's ability to pay. Accounts
receivable are written off against the allowance when management determines it
is probable the receivable is worthless. Customer account balances with invoices
dated over 90 days old are considered delinquent and considered in the allowance
assessment. The Company performs credit evaluations of its customers and,
generally, requires no collateral. Management has assessed accounts receivable
and an allowance for doubtful accounts of approximately $68,000 has been
recorded.



Goodwill

Goodwill is the excess of our purchase cost over the fair value of the net assets of acquired businesses. We do not amortize goodwill, but we assess our goodwill for impairment at least annually.

Intangible Assets and Impairment





Intangible assets that are subject to amortization are reviewed for potential
impairment whenever events or circumstances indicate that carrying amounts may
not be recoverable. Assets not subject to amortization are tested for impairment
at least annually. The Company had intangible assets subject to amortization
related to its acquisition of Simplicity Esports, LLC. These costs were included
in intangible assets on our balance sheet and amortized on a straight-line basis
when placed into service over the estimated useful lives of the costs, which is
3 to 10 years.



The Company recognizes an impairment loss when the sum of expected undiscounted
future cash flows is less that the carrying amount of the asset. The amount of
impairment is measured as the difference between the asset's estimated fair
value and its book value.

Latest news about Simplicity Esports and Gaming Company

Simplicity Esports and Gaming Company announced that it has received $0.06425 million in funding from 1800 Diagonal Lending, LLC	23-06-12	CI
Simplicity Esports and Gaming Company Reports Earnings Results for the Third Quarter and Nine Months Ended February 28, 2023	23-04-20	CI
Simplicity Esports and Gaming Company Reports Earnings Results for the Second Quarter and Six Months Ended November 30, 2022	23-03-10	CI
Simplicity Esports and Gaming Company announced that it expects to receive $0.033 million in funding from FirstFire Capital Management LLC, Ionic Ventures, LLC	23-03-07	CI
Simplicity Esports and Gaming Company announced that it has received $0.064 million in funding from Ionic Ventures, LLC, FirstFire Capital Management LLC	23-01-29	CI
Simplicity Esports and Gaming Company Announces Resignation of Max Hooper	22-11-15	CI
Simplicity Esports and Gaming Company Reports Earnings Results for the First Quarter Ended August 31, 2022	22-11-09	CI
Diverted River Technology, LLC agreed to acquire Simplicity Esports and Gaming Company (OTCPK : WINR) in a reverse merger transaction.	22-09-27	CI
Simplicity Esports and Gaming Company Reports Earnings Results for the Full Year Ended May 31, 2022	22-09-27	CI
Simplicity Esports and Gaming Company Auditor Raises 'Going Concern' Doubt	22-09-26	CI
Simplicity Esports and Gaming Company announced that it expects to receive $0.06 million in funding from Ionic Ventures, LLC	22-09-07	CI
Simplicity Esports and Gaming Company announced that it has received $0.1 million in funding from Ionic Ventures, LLC, Jefferson Street Capital LLC, FirstFire Capital Management LLC, GS Capital Partners LLC	22-07-13	CI
Simplicity Esports and Gaming Company Announces CFO Changes	22-07-08	CI
Simplicity Esports and Gaming Company Announces Board Changes	22-07-08	CI
Simplicity Esports and Gaming Company Provides Revenue Guidance for the Fiscal Year Ending May 31, 2022	22-05-25	CI
Simplicity Esports and Gaming Company Announces Resignation of Jed Kaplan as Member of the Board of Directors	22-05-24	CI
Simplicity Esports and Gaming Company Appoints Beatrice Tarka as Chairperson	22-04-29	CI
Simplicity Esports and Gaming Company Announces Board of Directors Changes	22-04-28	CI
Simplicity Esports and Gaming Company Reports Earnings Results for the Third Quarter and Nine Months Ended February 28, 2022	22-04-14	CI
Simplicity Esports and Gaming Company announced that it expects to receive $0.075 million in funding from Jefferson Street Capital LLC	22-03-31	CI
Simplicity Esports and Gaming Company announced that it expects to receive $0.11 million in funding from FirstFire Capital Management LLC	22-03-20	CI
Simplicity Esports and Gaming Company Signs Agreement for Opening of Two New Esports Gaming Centers for Live Stream Broadcast Company Huvi	22-01-18	CI
Simplicity Esports and Gaming Company Reports Earnings Results for the Second Quarter and Six Months Ended November 30, 2021	22-01-14	CI
Simplicity Esports and Gaming Company Signs Equipment Loan to Purchase New PCs with NVIDIA 3090 GPUs for Gaming and Cryptocurrency Mining in its Esports Gaming Centers	21-11-19	CI
Simplicity Esports Signs Agreement with Certified Guaranty Company to Make 29 of Its Locations Official Submission Centers	21-11-05	CI

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Company Profile

Simplicity Esports and Gaming Company, through its subsidiary, PLAYlive Nation, Inc. (PLAYlive), has a network of franchised esports gaming centers. The Company has five franchised locations operating in California, Georgia, Ohio, South Carolina and Texas. PLAYlive offers a video gaming lounge concept to qualified franchisees. PLAYlive offers single-unit location franchises, as well as agreements to develop multiple locations. The Companyâs organized, multiplayer video games that include real-time strategy, fighting, first-person shooter and multiplayer online battle arena games. It also includes games, which can be played, primarily by amateurs, in multiplayer competitions on the Sony PlayStation, Microsoft Xbox and WII Nintendo systems.

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Internet Services

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Sector Internet Gaming

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SIMPLICITY ESPORTS AND GAMING COMPANY	+50.00%	26.96K
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Internet Gaming

Simplicity Esports and Gaming Company

Equities

WINR

US82887P2092

Internet Services

SIMPLICITY ESPORTS & GAMING CO MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

Latest news about Simplicity Esports and Gaming Company

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Sector Internet Gaming