Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

RKingsCompetitions Ltd's audited financial statements, comprising the balance sheets as of October 31, 2021 and 2020, and the related statements of operations, shareholders' equity, and cash flows for the years then ended, and the related notes to the financial statements, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference.

(b) Pro forma financial information.

The unaudited pro forma financial information required by Item 9.01, as well as the accompanying notes thereto, are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference. The unaudited pro forma combined financial statements are based the historical consolidated financial statements of the Company and adjusts such information to give effect of the Purchase Agreement.

The unaudited pro forma combined balance sheet data as of October 31, 2021, gives effect to the Purchase Agreement as if it had occurred on October 31, 2021. The unaudited pro forma combined statement of operations data for the twelve months ended October 31, 2021, give effect to the Purchase Agreement as if it had occurred on November 1, 2020.

The unaudited pro forma combined balance sheet and unaudited combined statements of operations are presented for informational purposes only and do not purport to be indicative of the combined financial condition that would have resulted if the Purchase Agreement would have occurred on November 1, 2020. Also, the unaudited pro forma combined financial information is not necessarily indicative of what the combined entity's results of operations would have been had the transactions been completed as of the date indicated.





(d) Exhibits.



Exhibit
Number      Description of Exhibit
  23.1*       Consent of M&K CPA's, PLLC
  99.1*       Audited financial statements of RKingsCompetitions Ltd, comprising
            the balance sheets as of October 31, 2021 and 2020, and the related
            statements of operations, shareholders' equity, and cash flows for
            the years then ended, and the related notes to the financial
            statements
  99.2*       Unaudited Pro Forma Financial Information
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)




* Filed herewith




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              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K/A and Exhibit 99.1 and Exhibit 99.2 hereto contains forward-looking statements that are made pursuant to the safe harbor provisions within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act, as amended. Forward-looking statements are based on management's current expectations and are subject to risks and uncertainties, many of which are beyond our control, that may cause actual results or events to differ materially from those projected. These risks and uncertainties, many of which are beyond our control, include risks described in the section entitled "Risk Factors" and elsewhere in our Annual Reports on Form 10-K and in our other filings with the SEC, including, without limitation, our reports on Forms 8-K and 10-Q, all of which can be obtained on the SEC website at www.sec.gov. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management's current estimates, projections, expectations and beliefs. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.






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