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)

April 20, 2023 at 06:04 am

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 section 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 an esports organization that is capitalizing on the growth in esports. 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. Accordingly, we now have only one business unit: PLAYlive Nation, Inc. ("PLAYlive"). 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 as of June 10, 2022, the closing date of the sale) to be paid in five equal quarterly installments.





Our Gaming Centers

As of February 28, 2023, and April 13, 2023, our operations consisted of five and five locations, respectively, throughout the U.S., giving casual gamers the opportunity to play in a social setting with other members of the gaming community, with no corporate owned locations as of February 28, 2023. 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, specifically focused on software development and software as a service for the family entertainment industry.





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Corporate Gaming Centers

As of February 28, 2023, all Company-owned stores have been sold or closed. 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, specifically focused on software development and software as a service for the family entertainment industry.





Franchised Gaming Centers

As of February 28, 2023, and April 13, 2023, we had five and five franchised locations, respectively. Due to interest from potential franchisees, in 2019 we launched a franchising program to accelerate the expansion of our planned nationwide footprint. We currently operate five fully constructed franchise esports gaming centers. Franchise revenue is generated from a gross sales royalty fee and a national marketing fee. Historically, franchise revenue was also generated from the sale of franchise territories, supplying furniture, equipment and merchandise to the franchisees for buildout of their centers.





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 our Simplicity Gaming Centers. Subsequently, the Company closed all of its corporate owned esports gaming center locations. As of February 28, 2023, our operations consisted of five 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 February 28, 2023, we recorded an allowance for doubtful accounts of approximately $71,708 and have written off $29,829, partly in conjunction with taking back certain franchises, converting them to Company owned stores, and ultimately closing such store. 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. Beginning in July 2020, we have waived the minimum monthly royalty payment obligations 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.

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 February 28, 2023 and will potentially continue to impact the Company's business. Management observes that all franchise gaming center locations 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 February 28, 2023, and 2022, we generated revenues of $144,633 and $888,551, respectively, and reported net loss attributable to common shareholders of $775,456 and $1,954,652, respectively.

For the nine months ended February 28, 2023, and 2022, we generated revenues of $664,063, and $2,637,166, respectively, reported net income (loss) attributable to common shareholders of $619,145 and $(8,294,856), respectively, and had cash flow used in operating activities of $683,888 and $2,477,014, respectively. As of February 28, 2023, we had an accumulated deficit of $29,219,299.

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 and nine months ended February 28, 2023 and 2022:





                                 For the Three Months Ended          For the Nine Months Ended
                                        February 28,                        February 28,
                                   2023               2022             2023              2022

Franchise revenue, fees and
other                          $     137,390      $    114,317     $     208,345     $    273,628
Company-owned stores sales             2,518           702,531           446,354        2,057,764
Esports revenue                        4,725            71,663             9,364          305,774
Total Revenues                       144,633           888,511           664,063        2,637,166
Less: Cost of Goods Sold             (46,151 )        (536,603 )        (214,047 )     (1,629,119 )
Gross Margin                          98,482           351,908           450,016        1,008,047
Operating Expenses                   303,423         1,364,230         5,166,194        4,968,140
Other (Expense) Income              (574,267 )      (1,003,135 )       5,397,357       (4,486,834 )
Net Loss (Income)
attributable to
non-controlling interest       $       3,752      $     60,805     $     (62,034 )   $    152,071
Net (Loss) Income
attributable to common
shareholders                   $    (775,456 )    $  1,954,652     $     619,145     $ (8,294,856 )

Summary of Statement of Operations for the Three and Nine Months Ended February 28, 2023 and 2022:





Revenue

For the three months ended February 28, 2023, our revenues decreased by $743,878, as compared to the three months ended February 28, 2022. For the nine months ended February 28, 2023, our revenues decreased by $1,973,103, as compared to the nine months ended February 28, 2022. These decreases were primarily due to the decrease in both the number of company-owned stores and franchised locations.





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Cost of Goods Sold

Cost of goods sold for the three months ended February 28, 2023, and 2022 was $46,151 and $536,603, respectively, representing a decrease of $490,452 primarily due to decreased revenues. Cost of goods sold for the nine months ended February 28, 2023, and 2022 was $214,047 and $1,629,119, respectively, representing a decrease of $1,415,072 primarily due to decreased revenues.





Operating Expenses

Compensation and related benefits

Compensation and related benefits consist of salaries and stock-based compensation, health benefits and related payroll taxes. Compensation and related benefits for the three months ended February 28, 2023, and 2022 was $86,925 and $777,992, respectively, representing a decrease of $691,067. Compensation and related benefits for the nine months ended February 28, 2023, and 2022 was $880,465 and $2,927,004, respectively, representing a decrease of $2,046,539. The decrease is primarily due to the decrease in the number of employees and lower stock-based compensation expense.





Professional fees

Professional fees consist of costs for audits, accountants, attorneys, consultants and the costs for other experts. Professional fees for the three months ended February 28, 2023, and 2022 was $63,147 and $54,889, respectively, representing an increase of $8,258. The increase in expenses is primarily due to increased accounting and public company fees. Professional fees for the nine months ended February 28, 2023, and 2022 was $339,903 and $633,965, respectively, representing a decrease of $294,062. The decrease is primarily due to the decrease in legal expenses related to the issuance of debt instruments during the prior period.

General and Administrative Expenses

General and administrative expenses for the three months ended February 28, 2023, was $153,351 as compared to $531,549 for the three months ended February 28, 2022, representing a decrease of $377,998. General and administrative expenses for the nine months ended February 28, 2023, was $687,105 as compared to $1,407,171 for the nine months ended February 28, 2022, representing a decrease of $720,066. The decrease is primarily due to the decrease in the number of company-owned stores and the associated expenses (rent, utilities, computer expenses, insurance) to maintain the stores.





Loss from Operations

For the three months ended February 28, 2023, loss from operations amounted to $204,941 as compared to $1,012,322 for the three months ended February 28, 2022, representing a decrease of $807,381. For the nine months ended February 28, 2023, loss from operations amounted to $4,716,178 as compared to $3,960,093 for the nine months ended February 28, 2022, representing an increase of $756,085.





Other (Expense) Income

For the three months ended February 28, 2023, other loss amounted to $574,267 as compared to other loss of $1,003,135 for the three months ended February 28, 2022, representing an increase of $428,868. The increase in other income and expenses was primarily attributable to the recognition of a change in the fair value of the derivative liability of $96,971, without comparable activity in the prior period, interest expense of $476,140 during the three months ended February 28, 2023, compared to $1,003,137 during the prior period.

For the nine months ended February 28, 2023, other income amounted to $5,397,357 as compared to other expense of $4,486,834 for the nine months ended February 28, 2022, representing an increase of $9,884,191. The increase in other income and expenses was primarily attributable to the recognition of a change in the fair value of the derivative liability of $7,292,849 and a gain on the disposition of certain assets of $395,272, both without comparable activity in the prior period. These were offset by a loss on the extinguishment of debt of $276,655 during the nine months ended February 28, 2023 compared to $1,730,801 in the prior period as well as interest expense of $2,043,971 during the nine months ended February 28, 2023, compared to $2,808,627 during the prior period.





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Net (Loss) Income

Net loss for the three months ended February 28, 2023, was $775,456 as compared to a net loss of $1,954,652 for the three months ended February 28, 2022, representing an improvement of $1,179,196. Net income for the nine months ended February 28, 2023, was $619,145 as compared to a net loss of $8,294,856 for the nine months ended February 28, 2022, representing an improvement of $8,914,001.

Liquidity and Capital Resources

As of February 28, 2023, we had cash of $29,066, which is available for use by us to cover the Company's costs. In addition, as of February 28, 2023, we had accrued expenses of $1,804,788.

For the nine months ended February 28, 2023, cash used in operating activities amounted to $683,888 primarily resulting from a net income of $681,179; non cash interest expense of $1,934,275 , representing a decrease of $678,523 over the prior period; impairment losses of $3,258,721 with no comparable activity in the prior period; a loss on the extinguishment of debt of $276,655, representing a decrease of $1,494,646 from the prior period; and stock-based compensation expense of $165,179, representing a decrease of $1,241,996 from the prior period. These adjustments were offset by a change in the fair value of the derivative liability of $7,292,849 with no comparable activity in the prior period and a $395,272 gain on the disposition of certain assets, with no comparable activity in the prior period. Changes in our operating liabilities and assets provided cash of $663,718.

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





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 February 28, 2023, the Company had an accumulated deficit of $29,219,299, a working capital deficit of $9,194,793, net loss attributable to the common shareholders of $775,456 for the three months ended February 28, 2023, and net income attributable to common shareholders of $619,145 for the nine months ended February 28, 2023. 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 an operational business and generates 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 our Simplicity Gaming Centers. Subsequently, the Company closed all of its corporate-owned esports gaming center locations. As of February 28, 2023, our operations consisted of five 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. Beginning in July 2020, we have waived the minimum monthly royalty payment obligations 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. The franchisees' defaults have 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 February 28, 2023, we recorded an allowance for doubtful accounts of approximately $71,708 and have written off $29,829, partly in conjunction with taking back certain franchises, converting them to Company owned stores, and ultimately closing such 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.

The measures taken to date adversely impacted the Company's business during the quarter ended February 28, 2023, and will potentially continue to impact the Company's business. Management observes that all franchise gaming centers 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.

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.





Contractual obligations

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





Operating Leases

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 ten 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.





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Debt Obligations



                                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             41,735
Principal
Borrowings                            386,100                 -                -                  -
Repayments                                  -            (6,922 )       (247,818 )                -
Conversions                          (443,600 )               -                -                  -
Totals                         $      (57,500 )   $      (6,922 )   $   (247,818 )   $            -
Unamortized Debt Issuance
Costs, Beneficial Conversion
Feature, and Warrant
Discount
Beginning Balance              $   (2,267,952 )   $    (137,136 )   $          -     $            -
Additions                            (532,169 )               -                -                  -
Accretion                           2,011,464            20,717                -                  -
Ending Balance                 $     (788,657 )   $    (116,419 )   $          -     $            -

Principal Balance as of
February 28, 2023              $    5,303,847     $     199,850     $          -     $       41,735
Carrying Value as of
February 28, 2023                   4,515,190            83,431                -             41,735
Less Short-Term Portion             4,515,190                 -                -             41,735
Long Term Portion              $            -     $      83,431     $          -     $            -

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





Fiscal year ending May 31,
           2023              $ 1,230,009
           2024                4,164,971
           2025                   44,193
           2026                   48,820
           2027                   57,440
        Thereafter                     -
                             $ 5,545,432

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. The terms and conditions of the Labrys Note, as amended, are outlined in the Company's Annual Report as filed on Form 10-K on September 27, 2022.

On July 16, 2022, the Company and Labrys entered into a second amendment (the "Second Labrys Amendment") to the Labrys SPA and the Labrys Note, as amended. Pursuant to the terms of the Second Labrys Amendment, the maturity date of the Labrys Note was extended to December 31, 2023.

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. Upon the issuance of the September 2022 FirstFire Note, September 2022 Ionic Note, and September 2022 Jefferson Note described below, the conversion price of the Labrys Note was further reduced from $0.10 per share to $0.02 per share. Upon the issuance of the January 2023 FirstFire Note and January 2023 Ionic Note, the conversion price of the Labrys Note was further reduced from $0.02 per share to $0.0175 per share.

During the three and nine months ended February 28, 2023, the Company did not make any payments to Labrys. During the three and nine months ended February 28, 2023, the Company recognized $26,352 and $83,301, respectively, in interest expense associated with the Labrys Note recorded as accrued interest payable.

As of February 28, 2023, the carrying value and face value of the Labrys Note was $890,591 as the debt discount was fully 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 terms and conditions of the March 2021 FirstFire Note, as amended, are outlined in the Company's Annual Report as filed on Form 10-K on September 27, 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 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. Upon the issuance of the September 2022 FirstFire Note, September 2022 Ionic Note, and September 2022 Jefferson Note described below, the conversion price of the March 2022 FirstFire Note was further reduced from $0.10 per share to $0.02 per share. Upon the issuance of the January 2023 FirstFire Note and January 2023 Ionic Note, the conversion price of the March 2021 FirstFire Note was further reduced from $0.02 per share to $0.0175 per share.

Concurrent with the adjustment to the conversion price of certain of the Company's convertible promissory notes in September 2022 and pursuant to the Company's Sequencing Policy, the Company recognized a derivative liability associated with the shares of Common Stock underlying the March 2021 FirstFire Note and associated accrued interest (see Note 10 - Derivative Liability) as well as an additional debt discount of $294,227.

During the three months ended August 31, 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 (See Note 9 - Stockholders' Equity).

On various dates during the three months ended November 30, 2022, FirstFire converted $19,120 of the outstanding principal balance of the March 2021 FirstFire Note at an adjusted conversion price of $0.02 per share. As a result of these conversions, the Company issued 956,000 shares of common stock to FirstFire at fair market values ranging from $0.037 to $0.162 per share and recognized a total loss on debt extinguishment of $47,906 (See Note 9 - Stockholders' Equity).

On various dates during the three months ended February 28, 2023, FirstFire converted $73,600 of the outstanding principal balance of the March 2021 FirstFire Note at an adjusted conversion price of $0.02 per share. As a result of these conversions, the Company issued 3,680,000 shares of common stock to FirstFire at fair market values ranging from $0.013 to $0.038 per share and recognized a net loss on debt extinguishment of $6,026 (See Note 9 - Stockholders' Equity).

During the three and nine months ended February 28, 2023, the Company recognized $12,494 and $48,587, respectively, in interest expense associated with the March 2021 FirstFire Note recorded as accrued interest payable and $82,493 and $209,900, respectively, in accretion expense related to the new debt discount associated with the derivative liability.

As of February 28, 2023, the carrying value and face value of the March 2021 FirstFire Note was $323,453, net of $84,327 in unaccreted debt discount.

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%, (the "Beneficial Ownership
    Limitations") 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
    "Standard Prepayment Terms").
  ? 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 the
    period stipulated by the June 2021 FirstFire Note, 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% (the "Standard Default Terms").
  ? 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. 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.

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. Upon the issuance of the September 2022 FirstFire Note, September 2022 Ionic Note, and September 2022 Jefferson Note described below, the conversion price of the June 2021 FirstFire Note was further reduced from $0.10 per share to $0.02 per share. Upon the issuance of the January 2023 FirstFire Note and January 2023 Ionic Note, the conversion price of the June 2021 FirstFire Note was further reduced from $0.02 per share to $0.0175 per share.

During the three and nine months ended February 28, 2023, the Company recorded interest expense of $134,589 and $408,523, respectively, which was related to the accretion of the debt discount.

As of February 28, 2023, the carrying value of the June 2021 FirstFire Note was $939,133, net of $152,534 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, at any time at
    a conversion price equal to $11.50 per share, subject to certain adjustments.
  ? The Company agrees 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 June 2021 GS Note contains the Standard Prepayment Terms and Standard
    Default Terms.
  ? 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.

Upon issuance of the June 2021 GS Note, the Company received net proceeds of $300,000. 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.

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. Upon the issuance of the September 2022 FirstFire Note, September 2022 Ionic Note, and September 2022 Jefferson Note described below, the conversion price of the June 2021 GS Note was further reduced from $0.10 per share to $0.02 per share. Upon the issuance of the January 2023 FirstFire Note and January 2023 Ionic Note, the conversion price of the June 2021 GS Note was further reduced from $0.02 per share to $0.0175 per share.

During the three months ended August 31, 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 three and nine months ended February 28, 2023, the Company recorded interest expense of $28,356 and $113,240, respectively, related to the accretion of the debt discount.

As of February 28, 2023, the carrying value of the June 2021 GS Note was $197,863, net of $32,136 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, at
    any time at a conversion price equal to $11.50 per share, subject to certain
    adjustments.




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  ? The Company agrees 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 August 2021 Jefferson Note contains the Standard Prepayment Terms and
    Standard Default Terms.
  ? 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. 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.

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. Upon the issuance of the September 2022 FirstFire Note, September 2022 Ionic Note, and September 2022 Jefferson Note described below, the conversion price of the August 2021 Jefferson Note was further reduced from $0.10 per share to $0.02 per share. Upon the issuance of the January 2023 FirstFire Note and January 2023 Ionic Note, the conversion price of the August 2021 Jefferson Note was further reduced from $0.02 per share to $0.0175 per share.

During the three months ended August 31, 2022, Jefferson 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 (See Note 9 - Stockholders' Equity).

On various dates during the three months ended November 30, 2022, Jefferson converted $13,400 of the outstanding principal balance the August 2021 Jefferson Note and $3,000 in associated fees at an adjusted conversion price of $0.02 per share. As a result of these conversions, the Company issued 820,000 shares of common stock to Jefferson at fair market values ranging from $0.036 to $0.162 per share and recognized a loss on debt extinguishment of $34,255 (See Note 9 - Stockholders' Equity).

On various dates during the three months ended February 28, 2023, Jefferson converted $62,504 of the outstanding principal balance the August 2021 Jefferson Note and $6,000 in associated fees at an adjusted conversion price of $0.02 per share. As a result of these conversions, the Company issued 3,420,208 shares of common stock to Jefferson at fair market values ranging from $0.016 to $0.029 per share and recognized a net loss on debt extinguishment of $2,748 (See Note 9 - Stockholders' Equity).

During the three and nine months ended February 28, 2023, the Company recorded interest expense of $53,513 and $145,697, respectively, related to the accretion of the debt discount.

As of February 28, 2023, the carrying value of the August 2021 Jefferson Note was $186,834, net of $60,695 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.

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, at
    any time at a conversion price equal to $11.50 per share, subject to certain
    adjustments.
  ? The Company agrees 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 August 2021 Lucas Note contains the Standard Prepayment Terms and Standard
    Default Terms.
  ? 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. 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.

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.

On July 13, 2022, the Company and Lucas Ventures entered into an Amendment and Waiver Pursuant to Convertible Promissory Note (the "Second Lucas Amendment"). Pursuant to the terms of the Second Lucas Amendment, the parties agreed to extend the maturity date of the August 2021 Lucas Note to December 31, 2023.

During the three and nine months ended February 28, 2023, the Company recorded interest expense of $24,658 and $74,795, respectively, related to the accretion of the debt discount.

As of February 28, 2023, the carrying value of the August 2021 Lucas Note was $149,589, net of $50,411 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").

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, at any time at
    a conversion price equal to $11.50 per share, subject to certain adjustments.
  ? The Company agrees 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.




60






  ? The August 2021 LGH Note carries an original issue discount of $20,000
    ("August 2021 LGH OID").
  ? The August 2021 LGH Note contains the Standard Prepayment Terms and Standard
    Default Terms.
  ? 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. 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.

On July 13, 2022, the Company and LGH entered into an Amendment and Waiver Pursuant to Convertible Promissory Note (the "Second LGH Amendment"). Pursuant to the terms of the Second LGH Amendment, the parties agreed to extend the maturity date of the August 2021 LGH Note to December 31, 2023.

During the three and nine months ended February 28, 2023, the Company recorded interest expense of $3,267 and $9,910, respectively, related to the accretion of the debt discount.

As of February 28, 2023, the carrying value of the August 2021 LGH Note was $193,320, net of $6,680 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.

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, at
    any time at a conversion price equal to $11.50 per share, subject to certain
    adjustments.
  ? The Company agrees 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 September 2021 Ionic Note contains the Standard Prepayment Terms and
    Standard Default Terms.
  ? 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. 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.

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. Upon the issuance of the September 2022 FirstFire Note, September 2022 Ionic Note, and September 2022 Jefferson Note described below, the conversion price of the September 2021 Ionic Note was further reduced from $0.10 per share to $0.02 per share. Upon the issuance of the January 2023 FirstFire Note and January 2023 Ionic Note, the conversion price of the September 2021 Ionic Note was further reduced from $0.02 per share to $0.0175 per share.

During the fiscal year ended May 31, 2022, Ionic converted $87,800 of the outstanding principal balance due under 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.

During the three months ended August 31, 2022, Ionic converted $6,776 of the outstanding principal balance due under 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 (See Note 9 - Stockholders' Equity).

Additionally, during the three months ended August 31, 2022, Ionic converted $15,000 of the outstanding principal balance due under 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. Upon conversion, these shares are classified as common stock to be issued, and subsequently, on September 2, 2022, the Company completed the issuance of the shares (See Note 9 - Stockholders' Equity).

On various dates during the three months ended November 30, 2022, Ionic converted $80,600 of the outstanding principal balance due under the September 2021 Ionic Note at an adjusted conversion price of $0.02 per share. At conversion, the Company issued 4,030,000 shares of common stock to Ionic at fair market values ranging from $0.022 to $0.162 per share and recognized a loss on debt extinguishment of $141,762 (See Note 9 - Stockholders' Equity).

On various dates during the three months ended February 28, 2023, Ionic converted $100,200 of the outstanding principal balance due under the September 2021 Ionic Note at an adjusted conversion price of $0.02 per share. At conversion, the Company issued 5,010,000 shares of common stock to Ionic at fair market values ranging from $0.014 to $0.038 per share and recognized a net gain on debt extinguishment of $7,618 (See Note 9 - Stockholders' Equity).

During the three and nine months ended February 28, 2023, the Company recorded interest expense of $197,571 and $608,008, respectively, related to the accretion of the debt discount.

As of February 28, 2023, the carrying value of the September 2021 Ionic Note was $896,025, net of $369,156 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").




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  ? At its election, FirstFire may convert the March 2022 FirstFire Note into the
    Company's common stock. subject to the Beneficial Ownership Limitations, at
    any time at a conversion price equal to $1.00 per share, subject to certain
    adjustments.
  ? The Company agrees 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 March 2022 FirstFire Note contains the Standard Prepayment Terms and
    Standard Default Terms.
  ? 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. 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.

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. Upon the issuance of the September 2022 FirstFire Note, September 2022 Ionic Note, and September 2022 Jefferson Note described below, the conversion price of the March 2022 FirstFire Note was further reduced from $0.10 per share to $0.02 per share. Upon the issuance of the January 2023 FirstFire Note and January 2023 Ionic Note, the conversion price of the March 2022 FirstFire Note was further reduced from $0.02 per share to $0.0175 per share.

During the three and nine months ended February 28, 2023, the Company recorded accrued interest expense of $3,255 and $5,787, respectively. In addition, during the three and nine months ended February 28, 2023, the Company recorded accretion expense of $0 and $67,554, respectively, related to the accretion of the debt discount.

As of February 28, 2023, the carrying value of the March 2022 FirstFire Note was $110,000 as the debt discount was fully accreted.

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, at any time at
    a conversion price equal to $1.00 per share, subject to certain adjustments.
  ? The Company agrees 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 March 2022 GS Note contains the Standard Prepayment Terms and Standard
    Default Terms.
  ? 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. 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.

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. Upon the issuance of the September 2022 FirstFire Note, September 2022 Ionic Note, and September 2022 Jefferson Note described below, the conversion price of the March 2022 GS Note was further reduced from $0.10 per share to $0.02 per share. Upon the issuance of the January 2023 FirstFire Note and January 2023 Ionic Note, the conversion price of the March 2022 GS Note was further reduced from $0.02 per share to $0.0175 per share.

During the three and nine months ended February 28, 2023, the Company recorded accrued interest expense of $2,441 and $4,340, respectively. In addition, during the three and nine months ended February 28, 2023, the Company recorded accretion expense of $0 and $50,666, respectively, related to the accretion of the debt discount.

As of February 28, 2023, the carrying value of the March 2022 GS Note was $82,500 as the debt discount was fully accreted.

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.

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, at
    any time at a conversion price equal to $1.00 per share, subject to certain
    adjustments.
  ? The Company agrees 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 March 2022 Ionic Note contains the Standard Prepayment Terms and Standard
    Default Terms.
  ? 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. 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.

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. Upon the issuance of the September 2022 FirstFire Note, September 2022 Ionic Note, and September 2022 Jefferson Note described below, the conversion price of the March 2022 Ionic Note was further reduced from $0.10 per share to $0.02 per share. Upon the issuance of the January 2023 FirstFire Note and January 2023 Ionic Note, the conversion price of the March 2022 Ionic Note was further reduced from $0.02 per share to $0.0175 per share.

As of February 28, 2023, the carrying value of the March 2022 Ionic Note was $110,000 as the debt discount was fully accreted.

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.

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, at
    any time at a conversion price equal to $1.00 per share, subject to certain
    adjustments.
  ? The Company agrees 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 April 2022 Jefferson Note contains the Standard Prepayment Terms and
    Standard Default Terms.
  ? 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. 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.

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. Upon the issuance of the September 2022 FirstFire Note, September 2022 Ionic Note, and September 2022 Jefferson Note described below, the conversion price of the April 2022 Jefferson Note was further reduced from $0.10 per share to $0.02 per share. Upon the issuance of the January 2023 FirstFire Note and January 2023 Ionic Note, the conversion price of the April 2022 Jefferson Note was further reduced from $0.02 per share to $0.0175 per share.

During the three and nine months ended February 28, 2023, the Company recorded accrued interest expense of $2,441 and $4,068, respectively. In addition, during the three and nine months ended February 28, 2023, the Company recorded accretion expense of $0 and $50,666, respectively, related to the accretion of the debt discount.

As of February 28, 2023, the carrying value of the April 2022 Jefferson Note was $82,500 as the debt discount was fully accreted.

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.

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, 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.




65






  ? The Company agrees 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 July 2022 FirstFire Note contains the Standard Prepayment Terms and
    Standard Default Terms.

Upon issuance of the July 2022 FirstFire Note, the Company received net proceeds of $25,000. 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.

Upon the issuance of the September 2022 FirstFire Note, September 2022 Ionic Note, and September 2022 Jefferson Note described below, the conversion price of the July 2022 FirstFire Note was further reduced from $0.10 per share to $0.02 per share. Upon the issuance of the January 2023 FirstFire Note and January 2023 Ionic Note, the conversion price of the July 2022 FirstFire Note was further reduced from $0.02 per share to $0.0175 per share.

During the three and nine months ended February 28, 2023, the Company recorded interest expense of $814 and $8,521, respectively, which included $0 and $6,461, respectively, related to the accretion of the debt discount and accrued interest in the amount of $814 and $2,060, respectively.

As of February 28, 2023, 2022, the carrying value of the July 2022 FirstFire Note was $27,500 as the debt discount was fully accreted.

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, at any time
    after 180 days from the date of issuance of the July 2022 GS Note at a
    conversion price equal to $0.10 per share, subject to certain adjustments.
  ? The Company agrees 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 July 2022 GS Note contains the Standard Prepayment Terms and Standard
    Default Terms.

Upon issuance of the July 2022 GS Note, the Company received net proceeds of $25,000. 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.

Upon the issuance of the September 2022 FirstFire Note, September 2022 Ionic Note, and September 2022 Jefferson Note described below, the conversion price of the July 2022 GS Note was further reduced from $0.10 per share to $0.02 per share. Upon the issuance of the January 2023 FirstFire Note and January 2023 Ionic Note, the conversion price of the July 2022 GS Note was further reduced from $0.02 per share to $0.0175 per share.

As of February 28, 2023, 2022, the carrying value of the July 2022 GS Note was $27,500 as the debt discount was fully accreted.

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, at any time
    after 180 days from the date of issuance of the July 2022 Ionic Note at a
    conversion price equal to $0.10 per share, subject to certain adjustments.
  ? The Company agrees 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 July 2022 Ionic Note contains the Standard Prepayment Terms and Standard
    Default Terms.

Upon issuance of the July 2022 Ionic Note, the Company received net proceeds of $25,000. 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.

Upon the issuance of the September 2022 FirstFire Note, September 2022 Ionic Note, and September 2022 Jefferson Note described below, the conversion price of the July 2022 Ionic Note was further reduced from $0.10 per share to $0.02 per share. Upon the issuance of the January 2023 FirstFire Note and January 2023 Ionic Note, the conversion price of the July 2022 Ionic Note was further reduced from $0.02 per share to $0.0175 per share.

As of February 28, 2023, 2022, the carrying value of the July 2022 Ionic Note was $27,500 as the debt discount was fully accreted.

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, at
    any time after 180 days from the date of issuance of the July 2022 Jefferson
    Note at a conversion price equal to $0.10 per share, subject to certain
    adjustments.
  ? The Company agrees 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.




67






  ? The July 2022 Jefferson Note carries an original issue discount of $2,500
    ("July 2022 Jefferson OID").
  ? The July 2022 Jefferson Note contains the Standard Prepayment Terms and
    Standard Default Terms.

Upon issuance of the July 2022 Jefferson Note, the Company received net proceeds of $25,000. 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.

Upon the issuance of the September 2022 FirstFire Note, September 2022 Ionic Note, and September 2022 Jefferson Note described below, the conversion price of the July 2022 Jefferson Note was further reduced from $0.10 per share to $0.02 per share. Upon the issuance of the January 2023 FirstFire Note and January 2023 Ionic Note, the conversion price of the July 2022 Jefferson Note was further reduced from $0.02 per share to $0.0175 per share.

As of February 28, 2023, the carrying value of the July 2022 Jefferson Note was $27,500 as the debt discount was fully accreted by that date.

September 2022 FirstFire Global 12% Convertible Promissory Note

On September 8, 2022, the Company entered into a securities purchase agreement (the "September 2022 FirstFire SPA") with FirstFire, pursuant to which the Company issued (i) a 12% convertible promissory note (the "September 2022 FirstFire Note") in the principal sum of $66,000 (the "September 2022 FirstFire Principal Sum") and (ii) a three-year warrant ("September 2022 FirstFire Warrant") to purchase 120,000 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 September 2022 FirstFire SPA and September 2022 FirstFire Note:





  ? The September 2022 FirstFire Note matures on January 8, 2023 (the "September
    2022 FirstFire Maturity Date").
  ? At its election, FirstFire may convert the September 2022 FirstFire Note into
    the Company's common stock, subject to the Beneficial Ownership Limitations,
    at any time at a conversion price equal to $0.02 per share, subject to certain
    adjustments.
  ? The Company agrees to pay interest on the September 2022 FirstFire Principal
    Sum at the rate of 12% per annum provided that the first four months of
    interest shall be guaranteed.
  ? The September 2022 FirstFire Note carries an original issue discount of $6,000
    ("September 2022 FirstFire OID").
  ? The September 2022 FirstFire Note contains the Standard Prepayment Terms and
    Standard Default Terms.

Upon issuance of the September 2022 FirstFire Note, the Company received net proceeds of $60,000 and used such proceeds for working capital. Upon issuance of the September 2022 FirstFire Note and the September 2022 FirstFire Warrant, the Company allocated the $60,000 in net proceeds received between the fair market value of the beneficial conversion feature of the September 2022 FirstFire Note and the September 2022 FirstFire Warrant. The fair value of the beneficial conversion feature of the September 2022 FirstFire Note was $57,756 and the fair value of the September 2022 FirstFire Warrant was $2,244. The combination of these two components as well as the September 2022 FirstFire OID resulted in a total debt discount at issuance of $66,000 which is accreted over the term of the September 2022 FirstFire Note.

Upon the issuance of the January 2023 FirstFire Note and January 2023 Ionic Note, the conversion price of the September 2022 FirstFire Note was reduced from $0.02 per share to $0.0175 per share.

During the three and nine months ended February 28, 2023, the Company recorded interest expense of $22,205 and $69,747, respectively, which included $21,098 and $66,000, respectively, related to the accretion of the debt discount and accrued interest in the amount of $1,107 and $3,747, respectively.

As of February 28, 2023, the carrying value of the September 2022 FirstFire Note was $66,000 as the debt discount was fully accreted by that date.

September 2022 Ionic Ventures, LLC 12% Convertible Promissory Note

On September 8, 2022, the Company entered into a securities purchase agreement (the "September 2022 Ionic SPA") with Ionic, pursuant to which the Company issued (i) a 12% convertible promissory note (the "September 2022 Ionic Note") in the principal sum of $66,000 (the "September 2022 Ionic Principal Sum") and (ii) a three-year warrant ("September 2022 Ionic Warrant") to purchase 120,000 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 September 2022 Ionic SPA and September 2022 Ionic Note:





  ? The September 2022 Ionic Note matures on January 8, 2023 (the "September 2022
    Ionic Maturity Date").
  ? At its election, Ionic may convert the September 2022 Ionic Note into the
    Company's common stock, subject to the Beneficial Ownership Limitations, at
    any time at a conversion price equal to $0.02 per share, subject to certain
    adjustments.
  ? The Company agrees to pay interest on the September 2022 Ionic Principal Sum
    at the rate of 12% per annum provided that the first four months of interest
    shall be guaranteed.
  ? The September 2022 Ionic Note carries an original issue discount of $6,000
    ("September 2022 Ionic OID").
  ? The September 2022 Ionic Note contains the Standard Prepayment Terms and
    Standard Default Terms.

Upon issuance of the September 2022 Ionic Note, the Company received net proceeds of $60,000 and used such proceeds for working capital. Upon issuance of the September 2022 Ionic Note and the September 2022 Ionic Warrant, the Company allocated the $60,000 in net proceeds received between the fair market value of the beneficial conversion feature of the September 2022 Ionic Note and the September 2022 Ionic Warrant. The fair value of the beneficial conversion feature of the September 2022 Ionic Note was $57,756 and the fair value of the September 2022 Ionic Warrant was $2,244. The combination of these two components as well as the September 2022 Ionic OID resulted in a total debt discount at issuance of $66,000 which is accreted over the term of the September 2022 Ionic Note.

Upon the issuance of the January 2023 FirstFire Note and January 2023 Ionic Note, the conversion price of the September 2022 Ionic Note was reduced from $0.02 per share to $0.0175 per share.

As of February 28, 2023, the carrying value of the September 2022 Ionic Note was $66,000 as the debt discount was fully accreted by that date.

September 2022 Jefferson Street Capital LLC 12% Convertible Promissory Note

On September 8, 2022, the Company entered into a securities purchase agreement (the "September 2022 Jefferson SPA") with Jefferson, pursuant to which the Company issued (i) a 12% convertible promissory note (the "September 2022 Jefferson Note") in the principal sum of $27,500 (the "September 2022 Jefferson Principal Sum") and (ii) a three-year warrant ("September 2022 Jefferson Warrant") to purchase 45,454 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 September 2022 Jefferson SPA and September 2022 Jefferson Note:





  ? The September 2022 Jefferson Note matures on January 8, 2023 (the "September
    2022 Jefferson Maturity Date").
  ? At its election, Jefferson may convert the September 2022 Jefferson Note into
    the Company's common stock, subject to the Beneficial Ownership Limitations,
    at any time at a conversion price equal to $0.02 per share, subject to certain
    adjustments.




69






  ? The Company agrees to pay interest on the September 2022 Jefferson Principal
    Sum at the rate of 12% per annum provided that the first four months of
    interest shall be guaranteed.
  ? The September 2022 Jefferson Note carries an original issue discount of $2,500
    ("September 2022 Jefferson OID").
  ? The September 2022 Jefferson Note contains the Standard Prepayment Terms and
    Standard Default Terms.

Upon issuance of the September 2022 Jefferson Note, the Company received net proceeds of $25,000 and used such proceeds for working capital. Upon issuance of the September 2022 Jefferson Note and the September 2022 Jefferson Warrant, the Company allocated the $25,000 in net proceeds received between the fair market value of the beneficial conversion feature of the September 2022 Jefferson Note and the September 2022 Jefferson Warrant. The fair value of the beneficial conversion feature of the September 2022 Jefferson Note was $24,147, and the fair value of the September 2022 Jefferson Warrant was $853. The combination of these two components as well as the September 2022 Jefferson OID resulted in a total debt discount at issuance of $27,500 which is accreted over the term of the September 2022 Jefferson Note.

Upon the issuance of the January 2023 FirstFire Note and January 2023 Ionic Note, the conversion price of the September 2022 Jefferson Note was reduced from $0.02 per share to $0.0175 per share.

During the three and nine months ended February 28, 2023, the Company recorded interest expense of $9,252 and $29,061, respectively, which included $8,791 and $27,500, respectively, related to the accretion of the debt discount and accrued interest in the amount of $461 and $1,561, respectively.

As of February 28, 2023, the carrying value of the September 2022 Jefferson Note was $27,500 as the debt discount was fully accreted by that date.

September 2022 GS Capital Securities 12% Convertible Promissory Note

On September 13, 2022, the Company entered into a securities purchase agreement (the "September 2022 GS SPA") with GS, pursuant to which the Company issued (i) a 12% convertible promissory note (the "September 2022 GS Note") in the principal sum of $11,000 (the "September 2022 GS Principal Sum") and (ii) a three-year warrant ("September 2022 GS Warrant") to purchase 18,000 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 September 2022 GS SPA and September 2022 GS Note:





  ? The September 2022 GS Note matures on January 8, 2023 (the "September 2022 GS
    Maturity Date").
  ? At its election, GS may convert the September 2022 GS Note into the Company's
    common stock, subject to the Beneficial Ownership Limitations, at any time at
    a conversion price equal to $0.02 per share, subject to certain adjustments.
  ? The Company agrees to pay interest on the September 2022 GS Principal Sum at
    the rate of 12% per annum provided that the first four months of interest
    shall be guaranteed.
  ? The September 2022 GS Note carries an original issue discount of $1,000
    ("September 2022 GS OID").
  ? The September 2022 GS Note contains the Standard Prepayment Terms and Standard
    Default Terms.

Upon issuance of the September 2022 GS Note, the Company received net proceeds of $25,000 and used such proceeds for working capital. Upon issuance of the September 2022 GS Note and the September 2022 GS Warrant, the Company allocated the $10,000 in net proceeds received between the fair market value of the beneficial conversion feature of the September 2022 GS Note and the September 2022 GS Warrant. The fair value of the beneficial conversion feature of the September 2022 GS Note was $9,604, and the fair value of the September 2022 GS Warrant was $396. The combination of these two components as well as the September 2022 GS OID resulted in a total debt discount at issuance of $11,000 which is accreted over the term of the September 2022 GS Note.

Upon the issuance of the January 2023 FirstFire Note and January 2023 Ionic Note, the conversion price of the September 2022 GS Note was reduced from $0.02 per share to $0.0175 per share.

During the three and nine months ended February 28, 2023, the Company recorded interest expense of $4,133 and $11,606, respectively, which included $3,967 and $11,000, respectively, related to the accretion of the debt discount and accrued interest in the amount of $166 and $606, respectively.

As of February 28, 2023, the carrying value of the September 2022 GS Note was $11,000 as the debt discount was fully accreted by that date.

January 2023 FirstFire Global 12% Convertible Promissory Note

On January 30, 2023, the Company entered into a securities purchase agreement (the "January 2023 FirstFire SPA") with FirstFire, pursuant to which the Company issued (i) a 12% convertible promissory note (the "January 2023 FirstFire Note") in the principal sum of $35,200 (the "January 2023 FirstFire Principal Sum").

The following are the material terms of the January 2023 FirstFire SPA and January 2023 FirstFire Note:





  ? The January 2023 FirstFire Note matures on May 30, 2023 (the "January 2023
    FirstFire Maturity Date").
  ? At its election, FirstFire may convert the January 2023 FirstFire Note into
    the Company's common stock, subject to the Beneficial Ownership Limitations,
    at any time at a conversion price equal to $0.0175 per share, subject to
    certain adjustments.
  ? The Company agrees to pay interest on the January 2023 FirstFire Principal Sum
    at the rate of 12% per annum provided that the first three months of interest
    shall be guaranteed.
  ? The January 2023 FirstFire Note carries an original issue discount of $3,200
    ("January 2023 FirstFire OID").
  ? The January 2023 FirstFire Note contains the Standard Prepayment Terms and
    Standard Default Terms.

Upon issuance of the January 2023 FirstFire Note, the Company received net proceeds of $32,000 and used such proceeds for working capital. The January 2023 FirstFire OID resulted in a total debt discount at issuance of $3,200 which is accreted over the term of the January 2023 FirstFire OID.

During the three and nine months ended February 28, 2023, the Company recorded interest expense of $1,829 and $1,829, respectively, which included $773 and $773, respectively, related to the accretion of the debt discount and accrued interest in the amount of $1,056 and $1,056, respectively.

As of February 28, 2023, the carrying value of the January 2023 FirstFire Note was $32,773, net of $2,427 in unaccreted debt discount.

January 2023 Ionic Ventures, LLC 12% Convertible Promissory Note

On January 30, 2023, the Company entered into a securities purchase agreement (the "January 2023 Ionic SPA") with Ionic, pursuant to which the Company issued (i) a 12% convertible promissory note (the "January 2023 Ionic Note") in the principal sum of $35,200 (the "January 2023 Ionic Principal Sum").

The following are the material terms of the January 2023 Ionic SPA and January 2023 Ionic Note:





  ? The January 2023 Ionic Note matures on May 30, 2023 (the "January 2023 Ionic
    Maturity Date").
  ? At its election, Ionic may convert the January 2023 Ionic Note into the
    Company's common stock, subject to the Beneficial Ownership Limitations, at
    any time at a conversion price equal to $0.0175 per share, subject to certain
    adjustments.
  ? The Company agrees to pay interest on the January 2023 Ionic Principal Sum at
    the rate of 12% per annum provided that the first three months of interest
    shall be guaranteed.
  ? The January 2023 Ionic Note carries an original issue discount of $3,200
    ("January 2023 Ionic OID").
  ? The January 2023 Ionic Note contains the Standard Prepayment Terms and
    Standard Default Terms.

Upon issuance of the January 2023 Ionic Note, the Company received net proceeds of $32,000 and used such proceeds for working capital. The January 2023 Ionic OID resulted in a total debt discount at issuance of $3,200 which is accreted over the term of the January 2023 Ionic OID.

As of February 28, 2023, the carrying value of the January 2023 Ionic Note was $32,773, net of $2,427 in unaccreted debt discount.

February 2023 Jefferson Street Capital LLC 12% Convertible Promissory Note

On February 3, 2023, the Company entered into a securities purchase agreement (the "February 2023 Jefferson SPA") with Jefferson, pursuant to which the Company issued (i) a 12% convertible promissory note (the "February 2023 Jefferson Note") in the principal sum of $35,200 (the "February 2023 Jefferson Principal Sum").

The following are the material terms of the February 2023 Jefferson SPA and February 2023 Jefferson Note:





  ? The February 2023 Jefferson Note matures on May 30, 2023 (the "February 2023
    Jefferson Maturity Date").
  ? At its election, Jefferson may convert the February 2023 Jefferson Note into
    the Company's common stock, subject to the Beneficial Ownership Limitations,
    at any time at a conversion price equal to $0.0175 per share, subject to
    certain adjustments.
  ? The Company agrees to pay interest on the February 2023 Jefferson Principal
    Sum at the rate of 12% per annum provided that the first three months of
    interest shall be guaranteed.
  ? The February 2023 Jefferson Note carries an original issue discount of $3,200
    ("February 2023 Jefferson OID").
  ? The February 2023 Jefferson Note contains the Standard Prepayment Terms and
    Standard Default Terms.

Upon issuance of the February 2023 Jefferson Note, the Company received net proceeds of $32,000 and used such proceeds for working capital. Upon issuance of the February 2023 Jefferson Note, the Company calculated the fair value of the beneficial conversion feature of the February 2023 Jefferson Note to be $32,000. The combination of beneficial conversion feature and the February 2023 Jefferson OID is accreted over the term of the February 2023 Jefferson Note.

During the three and nine months ended February 28, 2023, the Company recorded interest expense of $8,389 and $8,389, respectively, which included $7,333 and $7,333, respectively, related to the accretion of the debt discount and accrued interest in the amount of $1,056 and $1,056, respectively.

As of February 28, 2023, the carrying value of the February 2023 Jefferson Note was $7,333, net of $27,867 in unaccreted debt discount.





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").

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.

During the three months ended February 28, 2023, the Company did not make any principal payments. For the three months ended February 28, 2023, the company recognized $7,969 in total interest expense associated with Secured Note One, comprised of $3,118 in accrued interest payable and $4,851 in accretion expense related to the original issuance discount and debt discount related to the warrants.

During the nine months ended February 28, 2023, the Company paid $4,500 on the Secured Note One. For the nine months ended February 28, 2023, the company recognized $53,945 in total interest expense associated with Secured Note One, comprised of $1,077 in cash interest payments, $8,315 in accrued interest payable and $14,553 in accretion expense related to the original issuance discount and debt discount related to the warrants.

As of February 28, 2023, the carrying value of Secured Note One is $51,970, net of $72,765 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").

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.

During the three months ended February 28, 2023, the Company did not make any principal payments on Secured Note Two. For the three months ended February 28, 2023, the company recognized $4,789 in total interest expense associated with Secured Note Two, comprised of $1,878 in accrued interest payable and $2,911 in accretion expense related to the original issuance discount and debt discount related to the warrants.

For the nine months ended February 28, 2023, the company recognized $13,739 in total interest expense associated with Secured Note Two, comprised of $646 in cash interest payments, $5,007 in accrued interest payable and $8,732 in accretion expense related to the original issuance discount and debt discount related to the warrants.

As of February 28, 2023, the carrying value of Secured Two Note is $31,461, net of $43,657 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 (See Note 6 - Related Party Transactions). 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 three months ended February 28, 2023, and 2022, the Company recognized interest expense of $0 and $2,716, respectively. During the nine months ended February 28, 2023, and 2022, the Company recognized interest expense of $339 and $2,716, respectively.





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, $40,500 of the obligation was forgiven by the Small Business Administration. As of February 28, 2023, 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 ("U.S. 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.





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Revenue Recognition

In accordance with the Financial Accounting Standards Board's (the "FASB") Accounting Standards Codification ("ASC") 606, Revenues from Contracts with Customers, 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.

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





Company-owned Store 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. After hours, the Company also mines for crypto currency using the computer equipment at the company-owned stores. Crypto mining revenue is recognized as the mining occurs. As of February 28, 2023, all Company-owned stores have been sold or closed.





Franchise Revenues

Franchise revenues consist of royalties, fees and initial license fee income. Franchise royalties are based on six percent 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 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. The pre-opening services provided to franchisees do not contain separate and distinct performance obligations from the franchise right; thus, the fees collected will be amortized on a straight-line basis beginning at the store opening date through the term of the franchise agreement, which is typically 10 years. Franchise license renewal fees, which generally occur every 10 years, are billed before the renewal date. Fees received for future license renewal periods are amortized over the life of the renewal period.

The Company offers various incentive programs for franchisees including royalty incentives, new store 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.

Commissary sales are comprised of gaming equipment and supplies sold to franchised stores and are recognized as revenue upon shipment or delivery of the related products to the franchisees. Payments are generally due within 30 days.

Fees for information services, including software maintenance fees, marketing fees and website maintenance, graphic and promotion fees are recognized as revenue as such services are provided.





Esports Revenue

Esports is a form of competition using video games. Most commonly, esports takes the form of organized, single player and multiplayer video game tournaments or leagues, particularly between professional players, individually or as teams. Revenues from esports revenues are recognized when the competition is completed, and prize money is awarded. Revenues earned from team sponsorships, prize winnings, league sponsorships, and from the Company's share of league revenues are included in esports revenue.





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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.

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. 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 5 years.

The Company periodically reviews its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. 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.

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.





Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

? Level 1 inputs are quoted prices in active markets for identical assets or

liabilities.

? Level 2 inputs are observable for the asset or liability, either directly or

indirectly, including quoted prices in active markets for similar assets or

liabilities.

? Level 3 inputs are unobservable and reflect the Company's own assumptions.

Other than the derivative liability, the Company does not have a material amount of financial assets or liabilities that are required to be measured at fair value on a recurring basis under U.S. GAAP. None of the Company's non-financial assets or non-financial liabilities are required to be measured at fair value on a recurring basis.

The Company has not elected to use fair value measurement for any assets or liabilities for which fair value measurement is not presently required by U.S. GAAP. However, the Company believes the fair values of cash and cash equivalents, accounts receivable, inventory, accounts payable, and accrued liabilities approximate their carrying amounts.

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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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