Exhibit 99.2

SIMPLICITY ESPORTS AND GAMING COMPANY

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

May 31, 2018

	Historical
Assets	Simplicty Esports and Gaming Company			Simplicity Esports, LLC		Pro Forma Adjustments			Pro Forma Combined
Current assets:
Cash and cash equivalents	$	458,063		$	918,034				$	1,376,097
Prepaid expenses		3,168			—					3,168
Total current assets		461,231			918,034					1,379,265
Other assets:
Goodwill		—			—		6,090,000	(a)		6,090,000
Cash held in Trust Account		52,895,652			—					52,895,652
Total other assets		52,895,652			—		6,090,000			58,985,652
Total assets	$	53,356,883		$	918,034	$	6,090,000		$	60,364,917
Liabilities and Stockholders’ Deficit
Current liabilities:
Loan payable - Related party	$	81,618		$	—				$	81,618
Accrued expenses		63,579			—					63,579
Deferred legal fees		100,000			—					100,000
Total current liabilities		245,197			—		—			245,197
Long term liabilities:
Deferred underwriting fees		1,820,000			—					1,820,000
Total long term liabilities		1,820,000			—					1,820,000
Total liabilities		2,065,197			—		—			2,065,197
Commitments
Common stock subject to possible redemption, $0.0001 par value		46,291,685			—					46,291,685
Stockholders’ deficit:
Common stock, par value $.0001, 20,000,000 shares authorized, 2,252,743 shares issued and outstanding		225					300	(b)		525
Additional paid in capital		5,009,310			918,034		6,089,700	(b)		12,017,044
Accumulated deficit		(9,534	)							(9,534	)
Total shareholders ‘equity		5,000,001			918,034		6,090,000			12,008,035
Total liabilities and shareholders’ deficit	$	53,356,883		$	918,034	$	6,090,000		$	60,364,917

(a) Goodwill as a result of the acquisition. Goodwill is the excess of our purchase cost over the fair value of the net assets of acquiring Simplicity Esports, LLC. We do not amortize goodwill, but assess our goodwill for impairment at least annually. Goodwill was based on provisional information.

(b) The Company issued 3,000,000 resticted shares of common stock as consideration, which was valued at market at the date of the closing, fair value of $6,090,000

SIMPLICITY ESPORTS AND GAMING COMPANY

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

	Historical
	Simplicty Esports and Gaming Company Year Ended May 31, 2018			Simplicity Esports, LLC for the Period from September 24, 2017 (inception) Through May 31, 2018			Pro Forma Adjustments			Pro Forma Combined
Revenue	$	—		$	—		$	—		$	—
Operating expenses:
General and administrative		530,564			274,424			—			804,988
Total cost and expenses		530,564			274,424			—			804,988
Other income (expenses):
Interest income		521,702			—			—			521,702
Total other income (expenses)		521,702			—			—			521,702
Loss before income taxes		(8,862	)		(274,424	)		—			(283,286	)
Provision for income taxes		—									—
Net loss	$	(8,862	)	$	(274,424	)	$	—		$	(283,286	)
Earnings per common share (basic and diluted)		(0.00	)								(0.06	)
Weighted average number of shares outstanding
(Basic and Diluted)		2,050,790						3,000,000	(1)		5,050,790

(1) This adjustment reflects the acquisition of Simpicity Esports, LLC, which resulted in the issuance of 3,000,000 resticted shares of common stock

SIMPLICITY ESPORTS AND GAMING COMPANY

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

SIX MONTHS ENDED NOVEMBER 30, 2018

	Historical
	Simplicty Esports and Gaming Company			Simplicity Esports, LLC			Pro Forma Adjustments			Pro Forma Combined
Revenue	$	—		$	15,937		$	—		$	15,937
Operating expenses:
General and administrative		3,381,602			205,664			—			3,587,266
Total cost and expenses		3,381,602			205,664			—			3,587,266
Other income (expenses):
Interest income		401,418			1,097			—			402,515
Total other income (expenses)		401,418			1,097			—			402,515
Loss before income taxes		(2,980,184	)		(188,631	)		—			(3,168,815	)
Provision for income taxes		—									—
Net loss	$	(2,980,184	)	$	(188,631	)	$	—		$	(3,168,815	)
Earnings per common share (basic and diluted)		(1.27	)								(0.59	)
Weighted average number of shares outstanding
(Basic and Diluted)		2,354,655						3,000,000	(1)		5,354,655

(1) This adjustment reflects the acquisition of Simpicity Esports, LLC, which resulted in the issuance of 3,000,000 resticted shares of common stock