Exhibit 99.1

ProBility Media Corp. Announces Annual Financial Results

Company Completes Financial Disclosures with Publishing of FYE 2021 and 2020 in Accordance with SEC Rule 15c-211 and OTC Markets

Coconut Creek, Florida July 21, 2021 /PRNewsire/, ProBility Media Corp. (OTCPK: PBYA), an education company building the first online and hands on combined full-service training and career advancement brand for the skilled trades, announces its financial results for the fiscal years ending 2021 and 2020.

Successful Restructuring and Highlights

The Company changed its fiscal year end to May 31.

Beginning in 2019, ProBility Media Corp. (ProBility or PBYA) went through a restructuring to eliminate non-performing divisions and excess corporate overhead. Compared to its last public filing in 2018, management successfully retired or settled over $8.1 million in debt, reducing its debt by over 56%.

For fiscal year ending May 31, 2020, management successfully turned an operating profit of $321,549 compared to an accumulated loss of over $12.9 million through April of 2018 and $6.5 million in the three months between February and April 2018. Management’s efforts eliminated a run rate of over $12 million in annual operating losses to an operating profit.

Senior management removed the majority of subsidiary management in 2019 and reduced overhead dramatically. These efforts allowed ProBility to sustain a period of reduced revenue during COVID-19 for its two subsidiaries North American Crane Bureau (NACB) and Disco Learning Media (Disco) that rely heavily on revenue from training within large corporations.

In late 2019, management began an aggressive switch from physical classes at its existing locations to additional virtual classes. In March 2020, ProBility was prepared to handle the increase of 500% attendance in virtual programs. The focus on virtual programs and digital marketing lead ProBility to expand its programs offered to over 15 states in the United States.

In recent months, NACB and Disco have returned to pre-Covid revenue. NACB has emerged as one of the few remaining crane, hoist and safety training providers in the United States. Demand for its programs and services have increased to the point that additional trainers had to be added to accommodate the increase in corporate training. NACB is poised to grow substantially over the next few years as we are able to offer new programs, superior training with reduced competition.

“We are proud to be celebrating our 35th year anniversary. Our clients appreciate the longevity and credibility of NACB’s brand,” stated Dana Jackson, Vice President of Sales and Marketing for North American Crane Bureau Group. “NACB is in the process of beginning new significant relationships with large Fortune 500 corporations. We are very excited about our growth in the coming year. We have started receiving inquiries from our international partners in Europe and South America as well as their countries open up post Covid-19,” continued Mr. Jackson.

One Exam Prep benefited substantially from the change during Covid-19 to a virtual format. Virtual class attendance increased over 500% and it passed the mark of over 50,000 students taught in multiple contractor specialties. One Exam has expanded its online programs by adding over 200 new courses over the past 18 months.

Disco Learning Media recently reiterated a strong recovery post Covid-19 including the addition of new relationships with CPS Energy, the largest public power, natural gas and electric company in the United States. Disco expects to expand its relationship with the State of Texas and University of Texas in 2021. Disco has enjoyed a strong relationship with Itron Inc. as it continues its contract through 2024.

“2022 is expected to be a banner year for Disco as we close in on various contracts we had been close to signing prior to Covid-19. We believe Disco will continue to add support to ProBility’s additional subsidiaries as we connect our relationships with public and private institutions into additional services provided by One Exam and NACB.” stated Juan Garcia, President of Disco Learning Media Inc.

“Our fastidious two year turnaround from an extraordinary global circumstance has led ProBility to be in a position to begin looking at strategic acquisitions in the education and training industry for vocational trades,” stated Noah Davis, President and CFO of ProBility Media Corp. “Our goal is to become the leader in vocational digital education and training for the over 5,000 licenses and certifications around the United States. Acquisitions must meet the criteria that would increase virtual presence in the growing vocational industry and allow for additional streamlining of operations to reduce overhead as a percentage of revenue resulting in continued profitability. We are endeavoring and hopeful that these accomplishments will result in a return to historical equity prices of PBYA for our shareholders,” continued Mr. Davis.

A reconciliation of the net loss for the year ended May 31, 2021 to adjusted EBITDA is below:

Adjusted earnings before interest, income taxes, depreciation and amortization and before other non-operating costs and income (“Adjusted EBITDA”) is a non-GAAP financial measure. Other companies may calculate Adjusted EBITDA differently.

Financial Highlights

About ProBility Media Corp.

ProBility Media Corp. is an industrial education and training technology company headquartered in Coconut Creek, Florida, offering education online and in person programs including training in a variety of vocational industries. ProBility is executing a disruptive strategy of defragmenting the education and training marketplace by offering high quality training courses and materials to prepare the workforce for excellence. ProBility services customers from the individual to the small business to the enterprise level corporation. For more information, visit www.ProBilityMedia.com.

Forward-Looking Statements

This Press Release may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect the Company’s current beliefs and are based upon information currently available to it. Accordingly, such forward-looking statements involve known and unknown risks including those related to COVID and the labor and construction markets, uncertainties and other factors which could cause the Company’s actual results, performance, or achievements to differ materially from those expressed in or implied by such statements. The Company undertakes no obligation to update or advise in the event of any change, addition or alteration to the information included in this Press Release including such forward-looking statements, except as required by federal securities laws.

Investor Relations Contact:

ProBility Media Corp.

info@probilitymedia.com

Exhibit 99.2

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

PROBILITY MEDIA CORP

4400 Sample Rd, Suite 140

Coconut Creek, FL 33073

281-806-5000

www.probilitymedia.com

info@probilitymedia.com

SIC 8200

Annual Report

For the Period Ending: 5/31/2021

(the “Reporting Period”)

As of July 15, 2021, the number of shares outstanding of our Common Stock was: 2,643,534,812.

As of May 31, 2021, the number of shares outstanding of our Common Stock was: 2,559,893,315

As of May 31, 2020, the number of shares outstanding of our Common Stock was: 2,559,893,315

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Indicate by check mark whether the company’s shell status has changed since the previous reporting period:

Indicate by check mark whether a Change in Control¹ of the company has occurred over this reporting period:

¹ “Change in Control” shall mean any events resulting in:

(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities;

(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;

(iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or

1) Name and address(es) of the issuer and its predecessors (if any)

In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.

Probility Media Corp.

The Company owns and operates vocational test preparation and training companies in Florida and Texas.

The Company was incorporated in Nevada on July 11^th 2011 under the name New Era Filing Services, Inc. The Company changed its name to Probility Media Corp on January 19, 2017.

There has not been any trading suspension orders issued by the SEC concerning the Issuer or its predecessors since inception.

The address(es) of the Issuer’s principal executive office:

4400 Sample Road

Suite 140

Coconut Creek, FL 33073

The Issuer leases and operates three businesses at the following addresses:

One Exam Prep LLC – 4400 Sample Road, Suite 140, Coconut Creek, FL 33073

North American Crane Bureau Group Inc – 224 W. Central Pkwy, Suite 1024, Altamonte Springs, FL 32714

Disco Learning Media Inc – 11801 Domain Blvd, Floor 3, Austin TX 78758

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer’s current standing in its state of incorporation (e.g. active, default, inactive):

Nevada - Active

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

None

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

None

Check box if principal executive office and principal place of business are the same address: [X]

(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

N/A

2) Security Information

² “Public Float” shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a “control person”), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

³ To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

3) Issuance History

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: [  ]

⁴ The securities were issued without registration under the Securities Act of 1933 based upon exemptions from registration provided under Section 4(2) of the Act and Regulation D promulgated thereunder. The issuances did not involve any public offering; no general solicitation or general advertising was used in connection with any issuances.

Preferred Stock

In October 2018, the Company issued 3,000 shares of Series A Convertible Preferred Shares (the Shares) to the members of the executive management as compensation. Each issued and outstanding Share is entitled to the number of votes equal to the result of: (i) the number of shares of common stock of the Company (the Common Shares) issued and outstanding at the time of such vote multiplied by 1.01; divided by (ii) the total number of Shares issued and outstanding at the time of such vote. The Shares shall vote together with the holders of Common Shares as a single class.

The shares were issued to the investors without registration under the Securities Act of 1933 based upon exemptions from registration provided under Section 4(2) of the Act and Regulation D promulgated thereunder. The issuances did not involve any public offering; no general solicitation or general advertising was used in connection with the issuances.

In the table above, all of the notes payable and convertible notes payable are in default except the following: Clearco, Kings Cash, Ted Blanton, Small Business Administration PPP loans, Small Business Administration EIDL loans, SBI Investments LLC Cavalry Fund I LP.

Summary and History of Convertible Notes Payable

On November 3, 2017, pursuant to a Securities Purchase Agreement, dated as of November 3, 2017, with several institutional accredited investors, the Company completed a private placement of its original issue discount amortizable promissory notes (referred to as the notes) in the aggregate principal amount of $3,383,325. The investors funded net proceeds of $1,400,000 at the first closing of the private placement on November 6, 2017, and agreed to fund the remaining net proceeds of $1,500,000 at a second closing to occur 45 to 90 days after the first closing, subject to the satisfaction of certain closing conditions including the execution of definitive documents to effect the consummation of a contemplated acquisition transaction. Each note was issued at a price equal to 85% of its principal amount, or $3,000,000 in aggregate purchase price. The notes mature on July 3, 2019 (18 months after the date of their issuance) and do not bear regularly scheduled interest.

On January 29, 2018, pursuant to the Securities Purchase Agreement, dated as of November 3, 2017, with several institutional accredited investors, the Company completed the second closing of its private placement of original issue discount amortizable promissory notes (referred to as the notes) in the aggregate principal amount of $1,166,725, upon the satisfaction of certain closing conditions including the entry into definitive documents to effect the consummation of the NACB Group and Disco Learning acquisition transactions described above. Each note was issued at a price equal to 85% of its principal amount, or $1,000,000 in aggregate purchase price.

As part of the second closing, the Company, the original investors and one new investor entered into Amendment No. 1 to the Securities Purchase Agreement, dated as of January 19, 2018, to provide for the addition of a new investor, clarify the use of proceeds from the second closing, increase the number of “commitment shares” to be issued at the second closing and decrease the exercise price of the warrants to be issued at the second closing, as discussed below.

The Company issued to the investors at the second closing three-year common stock purchase warrants (referred to as the warrants) to purchase up to 3,333,500 shares of Company common stock at an exercise price of $0.175 per share (compared to a warrant exercise price of $0.45 per share at the first closing), and issued 941,851 shares of Company common stock to the investors at the second closing as “commitment shares” in consideration for entering into the private placement, as required by Amendment No. 1 to the Securities Purchase Agreement.

First Closing of Amortizable Promissory Note and Warrant Private Placement

On November 3, 2017, pursuant to a Securities Purchase Agreement, dated as of November 3, 2017, with several institutional accredited investors, the Company completed a private placement of its original issue discount amortizable promissory notes (referred to as the notes) in the aggregate principal amount of $3,383,325 for a purchase price of $2,900,000, resulting in an original issue discount of $483,325. The transaction was structured in two tranches. The investors funded notes with a face value of $1,633,325 and net proceeds of $1,400,000 at the first closing of the private placement on November 6, 2017, and agreed to fund the remaining notes with a face value of up to $1,750,000 and net proceeds of up to $1,500,000 at a second closing to occur 45 to 90 days after the first closing, subject to the satisfaction of certain closing conditions including the execution of definitive documents to effect the consummation of a contemplated acquisition transaction. Subsequently, the Securities Purchase Agreement was amended such that the face value of the notes at the second closing was $1,166,725, and the net proceeds were $1,000,000. See below. Each note was issued at a price equal to 85% of its principal amount, or $3,000,000 in aggregate purchase price. The notes mature on July 3, 2019 (18 months after the date of their issuance) and do not bear regularly scheduled interest. The Company also agreed to issue 227,250 shares of its common stock to the investors and to issue warrants to purchase up to 3,888,886 shares of the Company’s common stock at a price of $0.45 per share. The warrants have a five-year term. Warrants to purchase up to 1,814,749 shares of the Company’s common stock were issued in connection with the first closing.

Beginning on February 4, 2018 (90 days after the issuance date), the Company is required to make monthly amortization payments, consisting of 1/18th of the outstanding aggregate principal amount, until the notes are no longer outstanding. The investors may elect to receive each monthly payment in cash, or in shares of our common stock (in-kind) if certain equity conditions are satisfied. The equity conditions require that our total trading volume in common stock over the 30 days prior to a monthly payment be equal to or greater than ten times the amount of shares derived in the in-kind payment price of the monthly payment. If the equity conditions are satisfied, and the investor elects to receive a monthly payment in common stock, then the shares of common stock to be delivered will be calculated as the amount of the monthly payment divided by the in-kind payment price. The in-kind payment price will be equal to 75% of the lowest three trade prices of the common stock during the 20 trading days immediately preceding the monthly payment date. If an event of default under the notes is in effect, the investors have the right to receive common stock at 65% of the lowest trade price of the common stock during the 20 trading days immediately preceding the monthly payment date.

The notes are not redeemable or subject to voluntary prepayment by the Company prior to maturity without the consent of the note holders. The notes are identical for all of the investors except for the principal amount.

These notes require timely filing of our periodic reports with the SEC. A default notice related to our filing has not been received and the default will be cured upon filing the delinquent reports. In the event of a default, the interest rate on the note becomes 24% per annum, and the note and all accrued interest become due and payable at 110% of the outstanding principal balance plus accrued interest.

Second Closing and Amendment to Securities Purchase Agreement

On January 29, 2018, pursuant to the Securities Purchase Agreement, dated as of November 3, 2017, as amended on January 29, 2018, with several institutional accredited investors, the Company completed the second closing of its private placement of original issue discount amortizable promissory notes (referred to as the notes) in the aggregate principal amount of $1,166,725, and net proceeds of $1,000,000, upon the satisfaction of certain closing conditions including the entry into definitive documents to effect the consummation of the NACB Group and Disco Learning acquisition transactions described above.

As part of the second closing, the Company, the original investors and one new investor entered into Amendment No. 1 to the Securities Purchase Agreement, dated as of January 19, 2018, to provide for the addition of a new investor, clarify the use of proceeds from the second closing, increase the number of “commitment shares” to be issued at the second closing and decrease the exercise price of the warrants to be issued at the second closing, as discussed below.

The Company issued to the investors at the second closing three-year common stock purchase warrants (referred to as the warrants) to purchase up to 3,333,500 shares of ProBility common stock at an exercise price of $0.175 per share (compared to a warrant exercise price of $0.45 per share at the first closing), and issued 941,851 shares of ProBility common stock to the investors at the second closing as “commitment shares” in consideration for entering into the private placement, as required by Amendment No. 1 to the Securities Purchase Agreement.

These notes require timely filing of our periodic reports with the SEC. A default notice related to our filing has not been received and the default will be cured upon filing the delinquent reports. In the event of a default, the interest rate on the note becomes 24% per annum, and the note and all accrued interest become due and payable at 110% of the outstanding principal balance plus accrued interest.

Bridge Financing

On May 17, 2018, pursuant to a Securities Purchase Agreement, dated as of May 17, 2018, with several institutional investors, the Company completed a private placement of the Company’s 10% original issue discount senior secured convertible promissory notes (referred to as the convertible notes), receiving gross and net proceeds of $972,222 and $875,000, respectively. Each convertible note was issued at a purchase price equal to 90% of its principal amount. The convertible notes mature nine months after the date of their issuance and bear interest at 5% per annum. Investors may convert their convertible notes into shares of the Company’s common stock at any time and from time to time on and after the maturity date at a conversion price of $0.14 per share. In the event of a default under the convertible notes, the conversion price may be reduced to a price equal to 60% of the lowest closing price of the Company’s common stock during the prior 20 trading days. The Company is in default on these notes.

The convertible notes are secured obligations of the Company, and rank senior to general liabilities. The convertible notes are not redeemable. Prior to maturity, the Company may prepay the convertible notes at any time in an amount equal to 110% of the outstanding principal amount for the first 90 days after the issuance date and 120% of the outstanding principal amount from 91 to 181 days after the issuance date, upon ten trading days’ written notice to the investors. The convertible notes are identical for all of the investors except for principal amount.

As part of the financing, the Company agreed to grant the investors a right of participation in any offering of securities or conventional debt issued by the Company for a period of 18 months following the closing date, other than in connection with strategic investments and other permitted exceptions.

The Company also issued to the investors five-year common stock purchase warrants to purchase up to 5,555,557 shares of the Company’s common stock at an exercise price of $0.175 per share. The warrants may be exercised on a cashless basis at any time if the underlying shares have not been fully registered for resale with the SEC. The warrants are not callable.

The warrants and the convertible notes each contain a provision for a “full ratchet” anti-dilution adjustment in the event of a subsequent equity financing at a price less than the respective warrant exercise price or convertible note conversion price.

In conjunction with the private placement of the Bridge Notes, , in consideration for the waiver of any and all defaults under the First Closing of Amortizable Promissory Note and Warrant Private Placement and Second Closing and Amendment to Securities Purchase Agreement (the Prior Notes), (i) the Company agreed to increase by 20% the principal amount of the Prior Notes held by those investors participating in this private placement, (ii) the Company agreed to fix the conversion price of the Prior Notes at $0.14 per share, and (iii) the Company granted the holders of the Prior Notes a one-time option to convert all of their Prior Notes into shares of the Company’s common stock at $0.10 per share. The principal of the prior notes was increased by $501,122, effective April 30, 2018.

In August 2018, the Company issued convertible notes payable to five accredited institutional investors totaling $125,000. The notes bear interest at 8%, are due in 6 months and are convertible at $0.02 per share. In conjunction with the issuance of the convertible notes, the Company issued warrants to purchase 6,250,000 shares of the Company’s common stock at a price of $0.02. The warrants have a five-year term.

In September 2018, the Company issued convertible notes payable to five accredited institutional investors totaling $200,000. The notes bear interest at 8%, are due in 6 months and are convertible at the lower of $0.02 per share or 60% of the lowest closing price in the prior 20 trading days. In conjunction with the issuance of the convertible notes, the Company issued warrants to purchase 10,000,000 shares of the Company’s common stock at a price of $0.02. The warrants have a five-year term.

Settlement of Convertible Notes

On June 22nd 2020, ProBility entered into a general release and debt settlement agreement with two of its largest senior convertible debt holders with SBI Investments LLC and Cavalry Fund I, LP. At the time, ProBility was in default of the below debt agreements.

At the time of the settlement the total accumulated convertible debt owed by ProBility to Cavalry was $927,159.64. ProBility agreed to settle the debt for $250,000. A warrant agreement dated the same day allowed Cavalry to purchase up to 5% of ProBility’s outstanding Fully Diluted Capitalization. This warrant agreement is in effect for five years from the date of the agreement and does not include a discount to market price.

The debt settlement settled the following convertible notes.

Promissory Note in the amount of $233,325 dated November 3, 2017

Promissory Notes in the amount of $233,325 dated January 19, 2018

Senior Convertible Note in the amount of $277,778 dated May 17, 2018

Convertible Redeemable Note in the amount of $33,333.33 dated July 20, 2018

Convertible Promissory Note in the amount of $25,000 dated August 9, 2018

Convertible Promissory Note in the amount of $25,000 dated September 21, 2018

Convertible Promissory Note in the amount of $75,000 dated September 21, 2018

Convertible Promissory Note in the amount of $75,000 dated October 24, 2018

The settlement also voided various common stock purchase warrants in conjunction with the above convertible promissory notes.

Payment terms for the above settlement with Cavalry was $12,500 upfront and $3,000 per month for 24 additional months with a $165,000 balloon payment on July 1, 2022. To date, ProBility has remained current and in good standing on its obligations under the settlement agreement dated June 22, 2020 with Cavalry.

ProBility also settled all the convertible debt owed to SBI Investments. At the time of the settlement the total accumulated convertible debt owed by ProBility to SBI was $1,941,159.33 plus penalties and interest. ProBility agreed to settle the debt for $725,000. A warrant agreement dated the same day allowed SBI to purchase up to 5% of ProBility’s outstanding Fully Diluted Capitalization. This warrant agreement is in effect for five years from the date of the agreement and does not include a discount to market price.

The debt settlement settled the following convertible notes.

Promissory Note in the amount of $700,050 dated November 3, 2017 and amended

Promissory Notes in the amount of $849,998 dated January 19, 2018 and amended

Senior Convertible Note in the amount of $277,778 dated May 17, 2018

Convertible Redeemable Note in the amount of $33,333.33 dated July 20, 2018

Convertible Promissory Note in the amount of $50,000 dated October 24, 2018

The settlement also voided various common stock purchase warrants in conjunction with the above convertible promissory notes.

Payment terms for the above settlement with Cavalry was $25,000 upfront and 6,000 per month for 12 months and then $,7500 for an additional 12 months with a $538,000 balloon payment on June 30, 2022. To date, ProBility has remained current and in good standing on its obligations under the settlement agreement dated June 25, 2020 with SBI.

Subsequent Note Settlement Agreements

On July 1, 2021 ProBility entered into a settlement agreement with BHP Capital NY Inc, a convertible debt holder. The settlement agreement satisfied two notes, a note for $89,175 dated September 21, 2018 and a portion of a note purchased from Cavalry from the note date of January 19, 2018. These amounts did not include penalties and interest. The parties agreed to a full release of outstanding debt held by BHP for the issuance of 54,791,506 shares of common stock as full settlement of these notes.

On July 7, 2021 ProBility entered into a settlement agreement with King Cash for $90,000, a debt holder with a $154,989.50 balance in which Company was in default. $55,000 was paid as a down payment and $5,000 per month will be paid for seven months.

Forgiven PPP Notes Payable

In June 2020, various entities in ProBility had their loans forgiven from the Small Business Administration PPP Program. $620,200 in PPP loans were forgiven. The remaining amount owed of $397,792 is not yet due to be forgiven. We will apply for forgiveness at the appropriate time.

Use the space below to provide any additional details, including footnotes to the table above:

4) Financial Statements

B. The financial statements for this reporting period were prepared by (name of individual)⁵:

5) Issuer’s Business, Products and Services

The Company is a Vocational Education, Publishing, Training and Technology (EdTech) company in the business of education and training for a wide range of industrial trades. The Company utilizes innovation through technology to educate, train and continually develop skill sets for skilled trades such as electricians, plumbers, crane operators, riggers, HVAC, construction and contractor certification among many others. ProBility is aiming to change the way industrial education and training are delivered by replacing conventional methodologies with online programs in all 50 states. The Company offers over 500 e-Learning courses serving numerous state certifications.

ProBility is actively participating in large global markets for corporate education and training in the industrial trades and construction where technology is not currently pacing with growth of the industries. The global market for employer-based training is over $300 billion⁶. ProBility operates three different e-commerce websites, and has physical facilities in two locations geared towards vocational trades and training. ProBility has grown via both organic growth, new corporate contracts and traditional online marketing The Company operates under the brand names of the Company’s subsidiaries, One Exam Prep, Disco Learning Media, and North American Crane Bureau.

⁵ The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.

⁶ https://www.statista.com/statistics/738399/size-of-the-global-workplace-training-market/

ProBility through its brands One Exam Prep and North American Crane Bureau serve both the business to consumer market and business to business market. In the B to C market both of these companies have combined to train and educate over 100,000 students and clients since their inception. In the B to B market, both companies have worked with hundreds of businesses over the years including small businesses and large corporations including many Fortune 500 companies.

North American Crane Bureau Group (NACB) supports the crane, hoist and rigging industry. NACB has sold state of the art simulators through its traditional units as well as virtual reality models. It’s simulators include simulators for mobile telescopic cranes, lattice boom truck cranes, overhead bridge cranes, and tower cranes. Units have been placed within organizations such as General Motors, U.S. Navy, Ford, U.S. Steel, General Electric, and internationally in all parts of the globe - South America, Africa, Asia and even New Zealand.

NACB conducts in excess of 400 safety training programs annually, all over the world. With training facilities located in Central Florida, Cincinnati, Ohio and Southeast Texas, customers can receive hands-on crane operator training at these locations. NACB has also p[ublished award winning courses in safety, rigging and crane operations. NACB holds a federal accreditation under 29CFR part 1919, Cal/OSHA accreditation under Title 8, and is recognized by several state entities as being qualified to conduct lift equipment inspection / certification and / or operator training / certification. In 1996 NACB partnered with the National Center for Construction Education and Research (NCCER), to facilitate the development of its first mobile crane operator training series. Today NACB offers NCCER, ANSI Accredited Certifications for its crane, rigging and signal person certifications as well as a host of NACB Certifications, Authorizations and Qualifications.

NACB conducts training at its physical locations as well as on site at clients locations. NACB has international affiliations in which these organizations are able to offer NACB training and certification under the supervision of NACB. Currently, NACB has several of these affiliations in Peru including Damont and Centinsa Peru SAC.

Disco Learning Media Inc (Disco) is an online developer and digital publisher with app-based textbooks, course apps for higher education. Disco has developed its award winning Energy 101 program, the world’s first course app, which integrates the best features of an eBook with interactive learning experiences.

In December 2018 Disco extended its development and management of a corporate social responsibility program for Itron, a world leading energy services and technology company. The Resourcefulness program explores conservation, sustainability, and the deep connection between energy and water resources. Together with PBS presenting station Georgia Public Broadcasting (GPB), Disco developed and distributed the web app experience of Resourcefulness, An Introduction to the Energy - Water Nexus authored by energy expert and professor Dr. Michael E. Webber. The contract between Itron extends through the end of 2024.

Through a consortium of the University of Texas at Austin, the Pennsylvania State University, and Colorado School of Mines, Disco was commissioned to build the Top Energy Training and the TOPCORP program for inspectors, regulators and other stakeholders in the oil and gas sector.

One Exam Prep (OEP), has worked with and supplied over 50,000 trade professionals in the construction industry to provide certification education in both an online and classroom setting. OEP has become one of the largest test prep companies in Florida. In 2020, as a result of Covid-19, OEP discontinued the majority of its in person classes for a pure online format. As a result of this change, OEP experienced significant growth in its classes from all over the country. These changes allowed OEP to expand beyond Florida into over 15 states.

OEP operates as an e-commerce company offering its products and services using its Learning Management System (LMS) to provide over 500 certification and test prep courses for the construction trade around the United States. OEP also publishes hundreds of study guides well respected throughout the trades industry.

Management of Probility has assembled a top digital marketing team with expertise in customer acquisition, lead generation, social media and brand development.

Moving forward the Company intends to grow into one of the leading eLearning companies through both organic growth and strategic acquisitions. Organic growth is expected through efforts of social media marketing, video production and webinars throughout the United States.

Management is currently pursuing strategic acquisitions and partnerships. Our target will be revenue producing companies that expand our reach into different forms of education delivery to our students.

One Exam Prep LLC

North American Crane Bureau Group Inc

Disco Learning Media Inc

6) Issuer’s Facilities

Probility leases locations for its three subsidiaries.

One Exam Prep LLC – 4400 Sample Road, Suite 140, Coconut Creek, FL 33073

North American Crane Bureau Group Inc – 224 W. Central Pkwy, Suite 1024, Altamonte Springs, FL 32714

Disco Learning Media Inc – 11801 Domain Blvd, Floor 3, Austin TX 78758

One Exam Prep’s four year lease will expire September 30, 2021 and is currently in the process of relocating to a new location which will substantially reduce corporate overhead.

NACB recently signed a new lease on October 1, 2020 and expires November 30, 2024. The location consists of a combined industrial and classroom space of about 2,500 sq. feet. NACB offers instructional lectures as well as hands- on training with its equipment. Other locations, Cincinnati and Southeast Texas, mentioned earlier are strategic partnerships in which NACB uses their facilities in exchange for use of its simulator equipment.

Disco Learning Media leases the location mentioned above on a month to month basis for shared office space and uses as needed.

7) Company Insiders (Officers, Directors, and Control Persons)

8) Legal/Disciplinary History

A. Please identify whether any of the persons or entities listed above have, in the past 10 years, been the subject of:

B. Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the issuer or any of its subsidiaries is a party or of which any of their property is the subject. Include the name of the court or agency in which the proceedings are pending, the date instituted, the principal parties thereto, a description of the factual basis alleged to underlie the proceeding and the relief sought. Include similar information as to any such proceedings known to be contemplated by governmental authorities.

$175K+ judgment re: printer debt; opposing counsel has proposed installment-based payment plan.

Pending motion to compel deposition; they previously scheduled a depo, asked for a ton of documents before they would agree to adjourn the depo – we couldn’t get them the documents in time, they went ahead with the depo without us and now ask the court to force a depo.

Motion for Default Judgment’s return date is July 23, 2021.   

9) Third Party Providers

Please provide the name, address, telephone number and email address of each of the following outside providers:

10) Issuer Certification

Principal Executive Officer:

The issuer shall include certifications by the chief executive officer and chief financial officer of the issuer (or any other persons with different titles but having the same responsibilities) in each Quarterly Report or Annual Report.

The certifications shall follow the format below:

I, Evan Levine certify that:

1. I have reviewed this May 31, 2021 Annual Report of ProBility Media Corp;

2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and

3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.

July 21, 2021

/s/ Evan Levine

Principal Financial Officer:

I, Noah Davis certify that:

1. I have reviewed this May 31, 2021 Annual Report of ProBility Media Corp;

2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and

3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.

July 21, 2021

/s/ Noah Davis

Exhibit 99.3

TO OUR SHAREHOLDERS

July 20, 2021

A lot has happened since the company last reported financials for the quarter ending July 31, 2018. Here are some of the highlights that we are proud of:

Successful Restructuring and Highlights

Beginning in 2019, ProBility Media Corp went through a restructuring to eliminate non-performing divisions and excess corporate overhead. Compared to our last public filing in 2018, management successfully retired or settled over $8.1 million in debt, reducing its debt by over 56%.

For fiscal year ending May 31, 2020, we successfully turned an operating profit of $321,549 compared to an accumulated loss of over $12.9 million through April of 2018 and $6.5 million in the three months between February and April 2018. Management’s efforts eliminated a run rate of over $12 million in annual operating losses to an operating profit. Despite the implications surrounding COVID-19and forced shutdowns, we still managed to generate an operating profit of $87,844.

Our CFO resigned in early 2019 and our President, Noah Davis, assumed the role without the need to hire an additional executive. We removed majority of our subsidiary management in 2019 and reduced overhead dramatically. These efforts allowed us to sustain a period of reduced revenue during COVID-19 for two of our subsidiaries North American Crane Bureau (NACB) and Disco Learning Media (Disco) that rely heavily on revenue from training within large corporations.

In late 2019, we began an aggressive switch from physical classes at its existing locations to to a virtual class setting. In March 2020, ProBility was prepared to handle the increase of 500% attendance in virtual programs. The focus on virtual programs and digital marketing lead us to expand our programs offered to over 15 states in the United States.

In recent months, NACB and Disco have returned to pre-COVID-19 revenue. NACB has emerged as one of the few remaining crane, hoist and safety training providers in the United States. Demand for our programs and services have increased to the point that additional trainers had to be added to accommodate the increase in corporate training. NACB is poised to grow substantially over the next few years as we are able to offer new programs, superior training

with reduced competition. We are proud to be celebrating our 35th year anniversary. Our clients appreciate the longevity and credibility of NACB’s brand, NACB is in the process of beginning new significant relationships with large Fortune 500 corporations. We are very excited about our growth in the coming year. We have even started receiving inquiries from our international partners in Europe and South America as well as their countries opening post COVID-19.

One Exam Prep benefited substantially from the change during COVID-19 to a virtual format. Virtual class attendance increased over 500% and it passed the mark of over 50,000 students taught in multiple contractor specialties. One Exam has expanded its online programs by adding over 200 new courses over the past 18 months.

At Disco Learning Media, we recently reiterated a strong recovery post COVID-19 including the addition of new relationships with CPS Energy, the largest public power, natural gas and electric company in the United States.

Through Disco we expect to expand our relationship with the State of Texas and University of Texas in 2021. Disco has enjoyed a strong relationship with Itron Inc as it continues its contract through 2024. We expect 2022 to be a banner year for Disco as we close in on various contracts, we had been close to signing prior to COVID-19. We believe Disco will continue to add support to ProBility’s additional subsidiaries as we connect our relationships with public and private institutions into additional services provided by One Exam and NACB.

As we embark on a new trajectory coming out of this restructuring, we are excited about how we are positioned as a company to increase our footprint in the vocational trades industry and grow through both our sales and marketing efforts and strategic acquisitions.

Sincerely,

ProBility Media Management

PROBILITY MEDIA CORP

CONTENTS

Common stock, $.001 par value, 5,000,000,000 shares authorized,

2,559,893,315 shares issued and outstanding

Common Stock $.001 par value, 5,000,000,000 shares authorized, 2,559,893,315 shares issued and outstanding