Esports Entertainment (GMBL) 8-K/A Financial Statements and Exhibits

Exhibit 99.5

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On June 1, 2021, Esports Entertainment Group, Inc. (the “Company”) completed its acquisition of ggCIRCUIT LLC (“GGC”) and Helix Holdings, LLC (“Helix”). GGC offers proprietary software management and rewards platforms for esports gaming centers and connects player communities with publishers and product manufacturers. Helix is an owner and operator of esports centers providing esports programming and gaming infrastructure and is also the owner of the esports analytics platform, Genji Analytics, and LANduel, a proprietary player-versus-player esports wagering platform. The operations of Helix and GGC, (collectively referred to herein as the “Acquired Companies”) share common management and are related businesses such that Helix held an equity interest in GGC prior to closing.

The accompanying unaudited pro forma condensed combined financial statements (“unaudited pro forma financial information”) has been prepared based on the historical financial statements of the Company and the Acquired Companies after giving effect to their respective equity purchase agreements. The unaudited pro forma financial information is intended to provide information about how the acquisition of the Acquired Companies may have affected the Company’s historical financial statements. The unaudited pro forma condensed combined statements of operations for the nine months ended March 31, 2021 and the year ended June 30, 2020, combines the historical consolidated statements of operations of the Company for these periods, derived from the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on May 17, 2021, and Annual Report on Form 10-K filed with the SEC on October 1, 2020, with the respective historical consolidated statements of operations of the Acquired Companies as if the acquisition of the Acquired Companies had occurred on July 1, 2019. The unaudited pro forma condensed combined balance sheet at March 31, 2021 combines the historical consolidated balance sheet of the Company as derived from the Quarterly Report on Form 10-Q filed with the SEC on May 17, 2021, and the historical consolidated balance sheet of the Acquired Companies as of March 31, 2021 on a pro forma basis as if the acquisition of the Acquired Companies occurred on the same balance sheet date.

The Company and the Acquired Companies have different fiscal year ends. The historical unaudited pro forma condensed combined statement of operations for the nine months ended March 31, 2021 combines the Company’s historical unaudited consolidated statement of operations for the nine months ended March 31, 2021 with the results of the Acquired Companies for the nine months ended December 31, 2020, derived by adding the historical audited consolidated statements of operations of The Acquired Companies for the year December 31, 2020, and then subtracting the historical unaudited condensed consolidated statements of operations for the three months ended March 31, 2020.

The historical unaudited pro forma condensed combined statement of operations for the year ended June 30, 2020 combines the Company’s historical audited consolidated statement of operations for the year ended June 30, 2020 with the results of The Acquired Companies for the year ended March 31, 2020, derived by adding the historical unaudited condensed consolidated statements of operations of The Acquired Companies for the three months ended March 31, 2020 to its historical audited consolidated statements of operations for the year ended December 31, 2019, and then subtracting the historical unaudited condensed consolidated statements of operations for the three months ended March 31, 2019.

The unaudited pro forma financial information should be read in conjunction with the accompanying notes to the unaudited pro forma financial information and:

● the historical unaudited condensed consolidated financial statements of the Company for the three and nine months ended March 31, 2021 included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 17, 2021;

● the historical audited consolidated financial statements of the Company for the year ended June 30, 2020 included in the Company’s Annual Report on Form 10-K filed with the SEC on October 1, 2020;

● the historical unaudited condensed consolidated financial statements of Helix for the three months ended March 31, 2021 and 2020 as included in this Current Report on Form 8-K/A filed with the SEC on August 12, 2021;

● the historical audited consolidated financial statements of Helix for the years ended December 31, 2020 and 2019, as included in this Current Report on Form 8-K/A filed with the SEC on August 12, 2021.

● the historical unaudited condensed consolidated financial statements of GGC for the three months ended March 31, 2021 and 2020 as included in this Current Report on Form 8-K/A filed with the SEC on August 12, 2021;

● the historical audited consolidated financial statements of GGC for the years ended December 31, 2020 and 2019, as included in this Current Report on Form 8-K/A filed with the SEC on August 12, 2021.

● the announcement of the entry into an Equity Purchase Agreement with Helix, as included in the Current Report on Form 8-K filed with the SEC on January 22, 2021.

● the announcement of the entry into an equity purchase agreement with GGC, as included in the Current Report on Form 8-K filed with the SEC on January 22, 2021.

● the announcement of the amendment to the equity purchase agreement with Helix, as included in the Current Report on Form 8-K filed with the SEC on May 26, 2021.

● the announcement of the amendment to the equity purchase agreement with GGC, as included in the Current Report on Form 8-K filed with the SEC on May 26, 2021.

● the announcement of the closing of the Convertible Note as included in the Current Report on Form 8-K filed with the SEC on June 1, 2021.

The unaudited pro forma financial information has been presented for illustrative purposes only and do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the acquisition of the Acquired Companies occurred on the dates indicated. Further, the unaudited pro forma financial information also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma transaction accounting adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

Esports Entertainment Group, Inc.

Pro Forma Condensed Combined Balance Sheet

March 31, 2021

(Unaudited)

	Historical									Pro Forma
	Esports Entertainment Group, Inc.			ggCircuit LLC			Helix Holdings, LLC			ggCircuit LLC Transaction Accounting Adjustments			Notes	Helix Holdings, LLC Transaction Accounting Adjustments			Notes	Other Transaction Accounting Adjustments			Notes		Pro Forma Combined
ASSETS
Current assets
Cash	$	16,880,683		$	472,558		$	134,119		$	(14,100,000	)	(a)	$	(9,400,000	)	(a)	$	32,044,580			(i)	$	26,031,940
Restricted cash		3,428,366			-			-			-				-				-					3,428,366
Accounts receivable, net		153,011			103,973			65,154			-				-				-					322,138
Receivables reserved for users		1,486,024			-			-			-				-				-					1,486,024
Loans receivable		2,000,000			-			-			(1,200,000	)	(a) (c)		(800,000	)	(a) (c)		-					-
Other receivables		920,115			-			-			-				-				-					920,115
Prepaid expenses and other current assets		1,423,581			19,274			37,083			1,200,000		(a)		1,609,349		(a)		-					4,289,287
Total current assets		26,291,780			595,805			236,356			(14,100,000	)			(8,590,651	)			32,044,580					36,477,870
Equipment, net		80,904			7,704			546,374			-				-				-					634,982
Right-of-use asset, net		546,012			-			823,719			-				-				-					1,369,731
Intangible assets, net		27,810,029			136,894			-			-				-				-					27,946,923
Goodwill		16,992,199			-			-			22,700,751		(d)		14,073,956		(e)		-					53,766,906
Other non-current assets		1,290,353			-			1,445,721			-				(1,340,728	)	(g)		-					1,395,346
TOTAL ASSETS	$	73,011,277		$	740,403		$	3,052,170		$	8,600,751			$	4,142,577			$	32,044,580				$	121,591,758
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	5,305,176		$	367,943		$	454,486		$	-			$	-			$	-				$	6,127,605
Liabilities to customers		3,218,798			-			-			-				-				-					3,218,798
Deferred revenue		145,091			196,992			-			(196,992	)	(f)		-				-					145,091
Loans payable and Advances from Esports Entertainment Group, Inc.		-			1,200,000			800,000			(1,200,000	)	(g)		(800,000	)	(g)		-					-
Notes payable - current		158,141			85,750			81,390			(85,750	)	(g)		(81,390	)	(g)		-					158,141
Notes payable to related party - current		-			200,000			584,127			(200,000	)	(g)		(584,127	)	(g)		-					-
Operating lease liability - current		240,725			-			229,256			-				-				-					469,981
Finance lease liability - current		-			-			41,867			-				-				-					41,867
Contingent consideration - current		300,000			-			-			-				-				-					300,000
Total current liabilities		9,367,931			2,050,685			2,191,126			(1,682,742	)			(1,465,517	)			-					10,461,483
Notes payable		186,898			150,000			160,111			(150,000	)	(g)		(160,111	)	(g)		32,515,000			(i)		32,701,898
Operating lease liability		1,729,138			-			685,856			-				-				-					2,414,994
Finance lease liability		322,205			-			82,149			-				-				-					404,354
Total liabilities		11,606,172			2,200,685			3,119,242			(1,832,742	)			(1,625,628	)			32,515,000					45,982,729
Commitments and contingencies
Stockholders’ equity
Preferred stock		-			-			-			-				-				-					-
Common stock		20,167			-			-			830		(b)		528		(b)		-					21,525
Additional paid-in capital		104,417,852			-			-			9,272,381		(b)		5,900,605		(b)		-					119,590,838
Accumulated deficit		(42,077,212	)		(1,460,282	)		(67,072	)		1,160,282		(c) (h)		(132,928	)	(c) (h)		(470,420	)		(i)		(43,047,632	)
Accumulated other comprehensive loss		(955,702	)		-			-			-				-									(955,702	)
Total stockholders’ equity		61,405,105			(1,460,282	)		(67,072	)		10,433,493				5,768,205				(470,420	)				75,609,029
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	73,011,277		$	740,403		$	3,052,170		$	8,600,751			$	4,142,577			$	32,044,580				$	121,591,758

Esports Entertainment Group, Inc.

Pro Forma Condensed Combined Statement of Operations

For the Nine Months ended March 31, 2021

(Unaudited)

	Historical									Pro Forma
	Esports Entertainment Group, Inc.			ggCircuit LLC			Helix Holdings, LLC			ggCircuit LLC Transaction Accounting Adjustments		Notes	Helix Holdings, LLC Transaction Accounting Adjustments		Notes	Other Transaction Accounting Adjustments			Notes	Pro Forma Combined
Net revenue	$	7,983,293		$	1,504,296		$	351,322		$	-		$	-		$	-			$	9,838,911
Operating costs and expenses:
Cost of revenue		4,249,889			593,138			43,806			-			-			-				4,886,833
Sales and marketing		4,891,688			-			-			-			-			-				4,891,688
General and administrative		14,082,111			1,508,051			1,982,762			-			-			-				17,572,924
Total operating expenses		23,223,688			2,101,189			2,026,568			-			-			-				27,351,445
Operating loss		(15,240,395	)		(596,893	)		(1,675,246	)		-			-			-				(17,512,534	)
Other income (expense):
Change in fair value of warrant liability		(4,729,924	)		-			-			-			-			-				(4,729,924	)
Change in fair value of contingent consideration		(1,305,804	)		-			-			-			-							(1,305,804	)
Interest expense		-			(13,542	)		-			-			-			(2,100,000	)	(k)		(2,113,542	)
Net amortization of debt discount and premium on convertible debt		-			-			-			-			-			(1,719,375	)	(l)		(1,719,375	)
Other non-operating expense		-			(60,248	)		(162,075	)		-			-			-				(222,323	)
Other non-operating income		(265,486	)		11,354			21,056			-			-			-				(233,076	)
Gain on settlement of debt		-			75,750			-			-			-			-				75,750
Loss before income taxes		(21,541,609	)		(583,579	)		(1,816,265	)		-			-			(3,819,375	)			(27,760,828	)
Income tax		-			-						-			-			-				-
Net loss from continuing operations		(21,541,609	)		(583,579	)		(1,816,265	)		-			-			(3,819,375	)			(27,760,828	)
Loss from Discontinued Operations		-			-			(262,548	)		-			-			-				(262,548	)
Net Loss		(21,541,609	)		(583,579	)		(2,078,813	)		-			-			(3,819,375	)			(28,023,376	)
Basic and diluted loss per common share		(1.54	)																		(1.83	)
Weighted average number of common shares outstanding, basic and diluted		13,974,197									830,189	(a)		528,302	(a)						15,332,688

Esports Entertainment Group, Inc.

Pro Forma Condensed Combined Statement of Operations

For the Year Ended June 30, 2020

(Unaudited)

	Historical									Pro Forma
	Esports Entertainment Group, Inc.			ggCircuit LLC			Helix Holdings, LLC			ggCircuit LLC Transaction Accounting Adjustments			Notes	Helix Holdings, LLC Transaction Accounting Adjustments			Notes	Other Transaction Accounting Adjustments			Notes		Pro Forma Combined
Net revenue	$	-		$	1,948,874		$	865,110		$	-			$	-			$	-				$	2,813,984
Operating costs and expenses:
Cost of revenue		-			965,035			-			-				-				-					965,035
General and administrative		4,049,714			2,760,122			1,566,541			1,500,000		(j) (c)		1,809,349		(j) (c)		470,420			(i)		12,156,146
Total operating expenses		4,049,714			3,725,157			1,566,541			1,500,000				1,809,349				470,420					13,121,181
Operating loss		(4,049,714	)		(1,776,283	)		(701,431	)		(1,500,000	)			(1,809,349	)			(470,420	)				(10,307,197	)
Other income (expense):
Interest expense		(1,995,458	)		-			-			-				-				(2,792,222	)		(k)		(4,787,680	)
Net amortization of debt discount and premium on convertible debt		(1,156,877	)		-			-			-				-				(2,292,500	)		(l)		(3,449,377	)
Change in fair value of derivative liabilities		(2,432,302	)		-			-			-				-				-					(2,432,302	)
Loss on extinguishment of debt		(2,795,582	)		-			-			-				-				-					(2,795,582	)
Gain on warrant exchange		1,894,418			-			-			-				-				-					1,894,418
Other non-operating expense		-			(45,648	)		(580,198	)		-				-				-					(625,846	)
Other non-operating income		-			(1,354	)		-			-				-				-					(1,354	)
Impairment of intangible asset		(67,132	)		-			-			-				-				-					(67,132	)
Gain on settlement of debt		253,588			-			-			-				-				-					253,588
Foreign exchange gain		42			-			-			-				-				-					42
Loss before income taxes		(10,349,017	)		(1,823,285	)		(1,281,629	)		(1,500,000	)			(1,809,349	)			(5,555,142	)				(22,318,423	)
Income tax		(2,398	)		-			-			-				-				-					(2,398	)
Net loss from continuing operations		(10,351,415	)		(1,823,285	)		(1,281,629	)		(1,500,000	)			(1,809,349	)			(5,555,142	)				(22,320,821	)
Loss from Discontinued Operations		-			-			(254,681	)		-				-				-					(254,681	)
Net Loss		(10,351,415	)		(1,823,285	)		(1,536,310	)		(1,500,000	)			(1,809,349	)			(5,555,142	)				(22,575,501	)
Basic and diluted loss per common share	$	(1.50	)																				$	(2.74	)
Weighted average number of common shares outstanding, basic and diluted		6,880,321									830,189		(a)		528,302		(a)							8,238,812

Note 1 - Description of Transaction

On June 1, 2021, Esports Entertainment Group, Inc. (the “Company”) completed its acquisition of the issued and outstanding membership units of ggCIRCUIT LLC (“GGC”). The acquisition was completed in accordance with the equity purchase agreement dated January 22, 2021 (“GGC Purchase Agreement”) and amended on May 21, 2021. GGC offers proprietary software management and rewards platforms for esports gaming centers and connects player communities with publishers and product manufacturers. The total consideration paid at closing was $26,000,000, with $14,100,000 paid in cash at closing and $900,000 paid through application of loans receivable from GGC, inclusive of operating advances, toward the purchase consideration. The Company also issued 830,189 shares common stock at closing using a value per share $13.25 pursuant to the GGC Purchase Agreement. The fair value of the share consideration paid at closing was determined to be $9,273,211 using the closing share price of the Company on the date of acquisition. The purchase consideration of GGC has been adjusted by $1,200,000 representing amounts paid a closing and deposited in escrow that is contingent upon continued employment of certain selling shareholders. The purchase consideration was determined to be $23,073,211, excluding cash paid at closing that is contingent upon employee retention that will be recognized as compensation expense over the relevant service period.

On June 1, 2021, Esports Entertainment Group, Inc. (the “Company”) completed its acquisition of the issued and outstanding membership units of Helix Holdings, LLC (“Helix”). The acquisition was completed in accordance with the equity purchase agreement dated January 22, 2021 (“Helix Purchase Agreement”) and amended on May 21, 2021. Helix is an owner and operator of esports centers providing esports programming and gaming infrastructure, and is also the owner of the esports analytics platform, Genji Analytics, and LANduel, a proprietary player-versus-player esports wagering platform. The total consideration paid at closing was $17,000,000, with $9,400,000 paid in cash and $600,000 paid through application of loans receivable from Helix, inclusive of operating advances, toward the purchase consideration. The Company also issued 528,302 shares of common stock at closing using a value per share of $13.25 pursuant to the Helix Purchase Agreement. The fair value of the share consideration paid at closing to be $5,901,133 using the closing share price of the Company on the date of acquisition. The purchase consideration of Helix has been adjusted by $1,609,349 representing amounts paid at closing and deposited in escrow that is contingent upon continued employment of certain selling shareholders. The purchase consideration was determined to be $14,291,784, excluding cash paid at closing that is contingent upon employee retention that will be recognized as compensation expense over the relevant service period.

The cash portion of the purchase price of the Helix and GGC (collectively, “the Acquired Companies”) was financed by the Company with available cash and through the issuance of a Senior Convertible Note (“Convertible Note”) on June 2, 2021, with an original principal amount (“Original Principal Amount”) of $35,000,000. The Company received proceeds of $32.5 million upon issuance of the Convertible Note, net of debit issuance costs of $2.5 million. The Convertible Note bears interest at a rate of 8% per annum and matures two years following the date of issuance on June 2, 2023. The principal balance due at maturity on the Convertible Note is $37,100,000, representing a 6% premium to the Original Principal Amount that is being amortized to interest expense over the term of the Convertible Note. The Convertible Note is convertible at the option of the holder into shares of the Company’s common stock at a conversion price of $17.50 per share.

The Convertible Note was issued with 2,000,000 Series A warrants and 2,000,000 Series B warrants. The Series A warrants were determined to be freestanding warrants because they are legally detachable and separately exercisable. The Series B warrants do not become exercisable until such time as the Convertible Note is redeemed by the Company. The Convertible Note and the Series B warrants were determined to be substantially equivalent to one convertible debt instrument. The Series A and B warrants have an exercise price of $17.50 and the warrants are callable by the Company should the volume weighted average share price of the Company exceed $32.50 for each of 30 consecutive trading days following the date such warrants become eligible for exercise.

Note 2 - Basis of Pro Forma Presentation

The unaudited pro forma condensed combined balance sheet gives effect to the purchase of the Acquired Companies as if the acquisition occurred on March 31, 2021. The unaudited pro forma condensed combined statement of operations for the year ended June 30, 2020 and the nine months ended March 31, 2021 give effect to the acquisition of the Acquired Companies by the Company on July 1, 2019.

The Company and The Acquired Companies have different fiscal year-ends. The Company’s fiscal year ends on June 30, whereas The Acquired Companies’ fiscal years end on December 31. The unaudited pro forma condensed combined financial information has been prepared utilizing period ends that are within 93 days, as permitted by Rule 11-02 Regulation S-X. The unaudited pro forma condensed combined balance sheet combines the historical unaudited condensed consolidated balance sheet of the Company and the Acquired Companies at March 31, 2021.

The historical unaudited pro forma condensed combined statement of operations for the nine months ended March 31, 2021 combines the Company’s historical unaudited condensed consolidated statement of operations for the nine months ended March 31, 2021 with the historical audited consolidated statement of operations of the Acquired Companies for the year ended December 31, 2020 and then subtracting the historical unaudited condensed consolidated statement of income for the three months ended March 31, 2020.

The historical unaudited pro forma condensed combined statement of operations for the year ended June 30, 2020 combines the Company’s historical audited consolidated statement of operations for the year ended June 30, 2020 with the results of the Acquired Companies derived by adding the historical unaudited condensed consolidated statements of operations of the Acquired Companies for the three months ended March 31, 2020 to its historical audited consolidated statement of income for the year ended December 31, 2019, and then subtracting the historical unaudited condensed consolidated statements of operations for the three months ended March 31, 2019.

The Acquired Companies Purchase was determined to qualify as a business combination. The acquisition accounting included in the unaudited pro forma condensed combined financial statements is preliminary and will change in connection with the work being performed by a third-party valuation specialist. While the Company has engaged a valuation specialist to estimate the fair value of identifiable intangible assets, the valuation requires the Company to provide additional information to determine preliminary values. As a result, differences between the acquisition accounting included in the pro forma financial information and the final acquisition accounting could be material.

The Convertible Note also contains a conversion feature and was issued with Series A freestanding warrants that were determined to be liability classified. A determination of fair value for the conversion feature and fair value applicable to the Series A freestanding warrants by the third-party valuation specialist may further result in an increase to the debt discount on the convertible notes and result in additional interest expense resulting from the amortization of the debt discount. In additional, changes to the fair value of the liability classified Series A warrants may further result in income statement volatility. The changes resulting from the determination of a fair value for these features by a third-party valuation specialist could be material.

Note 3 – Accounting Policies

The accounting policies of the Company may vary materially from those of the Acquired Companies. During preparation of the unaudited pro forma condensed combined financial information, the Company has performed a preliminary analysis and is not aware of any material differences, and accordingly, this unaudited pro forma condensed combined financial information assumes no material differences in accounting policies between the two companies other than the pro forma reclassifications detailed in Note 5. Following the acquisition date, the Company will conduct a final review of The Acquired Companies’ accounting policies in order to determine if differences in accounting policies require adjustment or reclassification of the Acquired Companies’ results of operations or reclassification of assets or liabilities to conform to the accounting policies and classifications of the Company. As a result of this review, the Company may identify differences that when adjusted or reclassified, could have a material impact on this unaudited pro forma condensed combined financial information.

Note 4 – Estimated Preliminary Purchase Consideration

The table below presents the total estimated preliminary purchase consideration:

	ggCircuit LLC		Helix Holdings, LLC		Total
Cash consideration paid at closing	$	12,900,000	$	7,790,651	$	20,690,651
Loan receivable applied toward purchase consideration		900,000		600,000	$	1,500,000
Share consideration paid at closing		9,273,211		5,901,133		15,174,344
Total estimated preliminary purchase consideration	$	23,073,211	$	14,291,784	$	37,364,995

Note 5 – Reclassification Adjustments

Certain reclassifications have been made to The Acquired Companies’ historical balance sheets to conform the to the Company’s presentation as follows:

Entity		Presentation before reclassification	Presentation after reclassification	March 31, 2021
	GGC	Revolving credit facility	Loans payable and Advances from Esports Entertainment Group, Inc.		600,000
	GGC	Operating advance	Loans payable and Advances from Esports Entertainment Group, Inc.		600,000
	GGC	Paycheck protection loan	Notes payable - current		85,750
	GGC	Note payable, member	Notes payable to related party - current		200,000
	GGC	Accounts payable and other liabilities	Accounts payable and accrued expenses		367,943
	GGC	Long-term debt - EIDL	Notes payable		150,000
	GGC	Members’ deficit	Accumulated deficit		(1,460,282	)
	Helix	Property and Equipment, net	Equipment, net		546,374
	Helix	Finance lease right-of-use asset, net	Right-of-use asset, net		93,810
	Helix	Operating lease right-of-use asset, net	Right-of-use asset, net		729,909
	Helix	Investment in GG Circuit LLC	Other non-current assets		1,340,728
	Helix	Investment in Helix eSports Academy, LLC	Other non-current assets		39,253
	Helix	Other assets	Other non-current assets		65,740
	Helix	Accounts payable	Accounts payable and accrued expenses		22,983
	Helix	Accrued expenses and other current liabilities	Accounts payable and accrued expenses		362,785
	Helix	Accrued payroll	Accounts payable and accrued expenses		68,718
	Helix	Loan payable, current portion	Notes payable - current		81,390
	Helix	Loan payable to affiliate, current portion	Notes payable to related party - current		341,335
	Helix	Working capital advance	Loans payable and Advances from Esports Entertainment Group, Inc.		800,000
	Helix	Loan payable to member, current portion	Notes payable to related party - current		242,792
	Helix	Total Members’ Equity (Deficit)	Accumulated deficit		(67,072	)

Certain reclassifications have been made to The Acquired Companies’ historical consolidated results of operations to conform to the Company’s presentation as follows:

Entity		Presentation before reclassification	Presentation after reclassification	For the Nine Months ended March 31, 2021			For the Year Ended June 30, 2020
	GGC	Subscription, net	Net revenue		485,099			374,704
	GGC	Subscription, net - related party	Net revenue		4,904			66,300
	GGC	Consulting	Net revenue		522,593			929,345
	GGC	Consulting - related party	Net revenue		9,600			27,000
	GGC	Strategic partnership	Net revenue		482,100			519,990
	GGC	Event management	Net revenue		-			31,535
	GGC	Support and maintenance	Cost of revenue		187,435			176,085
	GGC	Support and maintenance - related party	Cost of revenue		-			57,600
	GGC	Professional services	Cost of revenue		258,472			338,375
	GGC	Professional services - related party	Cost of revenue		-			52,594
	GGC	Web hosting	Cost of revenue		147,231			329,015
	GGC	Event expense	Cost of revenue		-			11,366
	GGC	Sales, general, and administrative	General and administrative		578,614			373,119
	GGC	Sales, general, and administrative - related party	General and administrative		112,500			610,197
	GGC	Product research and development	General and administrative		545,704			1,332,552
	GGC	Depreciation and amortization	General and administrative		103,315			125,108
	GGC	Gain on extinguishment of debt	Loss on extinguishment of debt		75,750			-
	GGC	Loss on write-off of advances to affiliate	Other non-operating expense		(5,000	)		(45,648	)
	GGC	Grant income	Other non-operating income		11,354			(1,354	)
	GGC	Interest expense - related party	Interest expense		(13,542	)		-
	GGC	Other expenses	Other non-operating expense		(55,248	)		-
	GGC	Foreign currency translation adjustment	Foreign currency translation adjustment		4,723			4,010
	Helix	Sales, net	Net revenue		193,424			581,993
	Helix	Analytics income	Net revenue		105,000			230,000
	Helix	Rental income and other income	Net revenue		52,898			53,117
	Helix	Cost of sales	Cost of revenue		43,806			-
	Helix	Operating expenses	General and administrative		1,279,367			1,037,761
	Helix	General and administrative expenses	General and administrative		626,194			339,004
	Helix	Research and development expenses	General and administrative		77,201			189,776
	Helix	Loss from equity investment	Other non-operating expense		(162,075	)		(580,198	)
	Helix	Other income	Other non-operating income		21,056			-
	Helix	Loss from operations of discontinued Pro E-Sports Teams	Loss from Discontinued Operations		(262,548	)		(254,681	)

Note 6 – Transaction Accounting Adjustments

a)	Represents the total cash consideration paid at closing of $15,000,000 for GGC and $10,000,000 for Helix, less loans receivable including operating advances of $900,000 and $600,000 that were applied toward the cash purchase consideration of GGC and Helix, respectively. The total cash consideration paid at closing included amounts deposited into escrow by the Company of $1,200,000 for the GGC acquisition and $1,609,349 for the Helix acquisition that is contingent upon continued employment by selling shareholders. The amount deposited in escrow is classified within prepaid and other current assets within the unaudited pro forma condensed combined balance sheet at March 31, 2021.
b)	Represents share consideration paid at closing. The Company issued 830,189 shares of common stock for the acquisition of GGC with a fair value of $9,273,211 determined using the share price on the acquisition date of $11.17 (830,189 shares of common stock issued with a par value of $.001 with balance recorded as additional paid in capital). The Company issued 528,302 shares of common stock for the acquisition of Helix with a fair value of $5,901,133 determined using the share price on the acquisition date of $11.17 (528,302 shares of common stock issued with a par value of $.001 with balance recorded as additional paid in capital).
c)	The remaining balance of the loans receivable from GGC of $300,000 and Helix of $200,000 that had not been applied toward the purchase price was expensed to general and administrative in the unaudited pro forma condensed combined statement of operations for the year ended June 30, 2020. These receivable amounts could not be applied toward the purchase consideration as the acquisition of GGC and Helix did not close by May 14, 2021.
d)	Represents the estimate of goodwill resulting from acquisition of GGC determined using the purchase consideration of $23,073,211 (refer to Note 4) and net assets assumed of $372,460 (determined using the $1,460,282 of historical net liabilities of GGC at March 31, 2021 as adjusted for liabilities that were excluded from the acquisition).

e)	Represents the estimate of goodwill resulting from acquisition of Helix determined using the purchase consideration of $14,291,784 (refer to Note 4) and net assets assumed of $217,828 (determined using the $67,072 of historical net liabilities of Helix at March 31, 2021 as adjusted for liabilities that were excluded from the acquisition).
f)	Represents decrease in deferred revenue to its estimated fair value on the date of acquisition of GGC and Helix.
g)	The acquisition of GGC and Helix excluded the assumption of any affiliate or third-party debt of by the Company. The investment in GGC by Helix of $1,340,728 included in Other non-current assets on the Pro Forma Condensed Combined Balance Sheet, was also eliminated, as upon acquisition both GGC and Helix are wholly owned subsidiaries of the Company.
h)	The historical accumulated members deficit of GGC of $1,460,282 and Helix of $67,072 was eliminated in the unaudited pro forma condensed combined balance sheet at March 31, 2021.
i)	Represent gross proceeds received from issuance of the Convertible Note of $35,000,000, less debt issuance costs of $2,485,000. The gross proceeds were further reduced by transaction related expenses for the GGC and Helix acquisition of $470,420 that were paid with the proceeds from issuance of the Convertible Note. These transaction expenses are recorded in general and administrative expense in the unaudited pro forma condensed combined statement of operations for the year ended June 30, 2020.
j)	Represents compensation costs recognized for service by selling shareholders in the post-combination period of the GGC and Helix acquisitions. The compensation cost for these employees is expensed over a period of one year to general and administrative expense in the unaudited pro forma condensed combined statements of operations for the year ended June 30, 2020.
k)	The Convertible Note accrues interest at a rate of 8% per annum. Interest expense on the Convertible note included in the unaudited pro forma condensed consolidated statement of operations for the nine months ended March 31, 2021 and the year ended June 30, 2020 is $2,100,000 and $2,792,222, respectively.
l)	Represents the amortization of the debt discount and premium payable on the Original Principal Amount of $1,719,375 and $2,292,500 recorded in the unaudited pro forma condensed combined statement of operations for the nine months ended March 31, 2021 and the year ended June 30, 2020, respectively.