10-K - VIPZ - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

10-K

☒

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2024

☐

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from _________ to ________

Commission

file number: 000-56290

VIP Play, Inc.
(Exact<br> name of registrant as specified in its charter)
Nevada	85-0738656
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(State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)
1645 Pine Tree Ln, Suite 2 Sarasota FL	34236
(Address<br> of principal executive offices)	(Zip<br> Code)

Registrant’s telephone number: (866) 783-9435

KeyStar

Corp.

(Former name or former address, if changed since last report)

Securities

registered under Section 12(b) of the Exchange Act:

None

Securities

registered under Section 12(g) of the Exchange Act:

CommonStock, par value of $0.001

(Title of each class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company.

☐<br> Large accelerated filer	☐<br> Accelerated filer
☒<br> Non-accelerated filer	☒<br> Smaller reporting company
	☒<br> Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common stock held by non-affiliates as of December 30, 2021 cannot be computed due to no sales taking place on that day and a lack of information regarding bid and asked prices of such common stock on such date.

As

of September 23, 2024, the registrant had 71,994,990 shares of common stock issued and outstanding.

TABLE

OF CONTENTS

CAUTIONARY<br> NOTE CONCERNING FORWARD-LOOKING STATEMENTS	1
PART<br> I	1
Item<br> 1. Business	1
Item<br> 1A. Risk Factors	6
Item<br> 1B. Unresolved Staff comments	19
Item<br> 2. Properties	19
Item<br> 3. Legal Proceedings	19
Item<br> 4. Mine Safety Disclosures	19
PART<br> II	20
Item<br> 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	20
Item<br> 6. Selected Financial Data	20
Item<br> 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item<br> 7A. Quantitative and Qualitative Disclosures About Market Risk	25
Item<br> 8. Financial Statements and Supplementary Data	25
Item<br> 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	25
Item<br> 9A. Controls and Procedures	26
PART<br> III	28
Item<br> 10. Directors, Executive Officers and Corporate Governance	28
Item<br> 11. Executive Compensation	30
Item<br> 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	33
Item<br> 13. Certain Relationships and Related Transactions, and Director Independence	34
Item<br> 14. Principal Accounting Fees and Services	35
PART<br> IV	36
Item<br> 15. Exhibit and Financial Statement Schedules	36
SIGNATURES	38

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CAUTIONARY

NOTE CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements and information in this Annual Report may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements concerning plans, objectives, goals, projections, strategies, future events, or performance, and underlying assumptions and other statements, which are not statements of historical facts. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” or other comparable terminology. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Forward-looking statements represent management’s beliefs and assumptions only as of the date of this Annual Report. You should read this Annual Report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

PART

Item1. Business

Overview

As used in this Annual Report and unless otherwise indicated, the terms the “Company,” “we”, “us” and “our” mean VIP Play, Inc., a Nevada corporation formed on April 16, 2020.

Prior to September 20, 2024, we were known as KeyStar Corp.

In the summer of 2022, our business consisted solely of providing online retail sales of masks and similar products and convention services (together, prior business). Through our e-commerce sales channel, we sold KN-95 facemasks, disposable facemasks, and disinfectant wipes through an online store in the United States of America (US). Through our convention sales channel, we offered convention services, which connected US buyers to Chinese manufacturers.

On June 15, 2022, we hired a new Chief Executive Officer and Chief Financial Officer along with certain key employees of ZenSports, Inc. to explore business opportunities related to software and mobile application development and services related to such technology.

On August 26, 2022, we entered into an Asset Purchase Agreement to purchase certain technological assets, as well as the brand ZenSports, from ZenSports, Inc. The assets were purchased to allow us to offer online sports betting, eSports, DeFi fintech and various entertainment services, on a direct-to-consumer (B2C) and business-to-business basis. We did not acquire the entity ZenSports Inc. On September 12, 2022, we entered into an Asset Purchase Agreement with Excel Members, LLC, a company controlled by Bruce Cassidy, the sole member of our Board of Directors (the “Board”), to acquire certain assets of a company acquired previously by Excel Members through an assignment for the benefit of creditors. Ultimate Gamer, LLC, which was formerly in the business of organizing and operating in-person and online video game competitions tournament, originally owned these assets. The purchased assets included the brand name Ultimate Gamer.

On September 15, 2022, we entered into an agreement to assign all of the assets in connection with or relating to our prior business owned or used by us (discontinued operations), and to delegate any and all liabilities owed by us, to TopSight Corporation, a company owned by Zixiao Chen, our former Chief Financial Officer.

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As a result of the foregoing transactions, we ceased all operations relating to our prior business and commenced operations relating to B2C offerings within online sports betting (current business or business). With our current business, augmented by net new development of products and services, we intend to pursue global business opportunities through a platform we’ve designed to be a flexible foundation for corporate growth.

Through our ZenSports brand we offer a modern, full-featured, native mobile, and global online sports betting platform incorporating; a sports book, peer-to-peer betting, eSports wagering, loyalty, and player retention.

In May 2023, we received approval on our Tennessee Sports Gaming Operator license, and we officially launched our sports betting operation in Tennessee in June 2023.

Our current business is a mobile app and online-based technology company with no demand for a physical storefront location. The website for our business is https://www.viplayinc.com. The information on our website is not made a part of this Quarterly Report. Our headquarters address is 1645 Pine Tree Ln, Suite 2, Sarasota, FL 34236. Our phone number is: (866) 783-9435.

Suppliersand Distribution

Our technology is internally developed by our dedicated global team of product managers, designers, and engineers. Each product feature is meticulously designed to enhance the overall user experience for our target markets and deployed using industry best practices. Our products are principally delivered through mobile and internet applications and, as such, we are not reliant on specific physical delivery.

OurTechnology and Product Development

Through technology asset purchases and strategic personnel hires, we have assembled a comprehensive platform capability that enables B2C offerings within the online sports betting market. The strategic hires include highly capable product managers, software designers, developers, and engineers. Our team continues to enhance the platform through new development and integration with, and for, strategic partners.

Our current offerings are built on an integrated proprietary platform using modern, native-mobile, and internet technologies that provide flexibility in branding and deployment while addressing specific market requirements in an efficient manner.

We will continue to invest in our asset acquisitions from ZenSports ensuring that the needs of our target markets are addressed. Significant effort is made in avoiding technical debt as we enhance and augment our market-leading technical and product roadmaps. Fortunately, we do not have old legacy technology that restricts our speed to market and flexibility, reduces efficiency and increases cost, and forces workarounds and limited features. As a fundamentally digital business, our foundational focus revolves around the features and data that are desired by our end user, the sports betting players. Our integrated platform has been designed and built to be easily scalable, maintainable, and supportable. This creates the ability to offer outstanding customer responsiveness and reduce friction and inefficiency within operations.

While some components of our operational matrix include 3rd party providers, principally data providers, the vast majority of our capabilities are unique and have been developed internally. This proprietary nature of our technology provides a significant measure of control over data, analytics, and marketing capabilities deployed natively in our integrated platforms. It further lends itself to advanced machine learning and artificial intelligence across both our customer-facing functionality and our back-end infrastructure. Furthermore, it facilitates our ability to manage data from a holistic perspective and streamline our regulatory compliance across various jurisdictions. This powerful combination of features and data delivers significantly advanced automation and is incorporated for both enhanced user experience and the ability to reward referrals and behavior while driving significant customer retention. As a result, lifetime customer value can be tracked and grown organically within our solutions.

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Marketing

We are leveraging the considerable marketing experience of our team and have commenced a variety of Tennessee focused marketing activities, including paid media, sponsorships, contests, promotions, branding content marketing, cash rewards and other promotional and loyalty bonuses. For the short run we will focus our marketing efforts and budget to identify and streamline the effective marketing programs that are attracting new players in Tennessee. We are in the process of designing, budgeting, and funding a longer-term marketing plan.

Clientand User Acquisition and Retention

We commenced marketing in Tennessee near our launch date of June 8, 2023, with a focus on cash rewards to separate ourselves from the competition, as such we currently do not have enough empirical data to determine the effectiveness of our marketing programs. The online sports betting market has cycled through an inherently inefficient and costly approach to user acquisition. Ever escalating costs of acquisition seem to have not translated to corresponding profitability in the United States (U.S.) market. We do, expect to avoid programs that have a questionable return on investment, unless they contribute significantly to growth and can be throttled to achieve planned results.

Advanced data and behavioral analytics have been used effectively by the team prior to acquisition and they will be important components of a broad-based strategy. In addition, our unique loyalty programs have proven in the past to not only result in high retention but also serve as a referral engine that grows our user base for a fraction of the cost. Traditional approaches to user acquisition such as database segmentation and marketing, affiliate marketing, advertising, social media and influencer marketing and other forms of free and paid content marketing all are or will all be deployed in a planned manner as well

E-commerceWebsite and Mobile Apps

We have developed and deployed a VIP Play, Inc. corporate website and a ZenSports sports betting website. A ZenSports sports betting mobile app is available for download from the Apple App Store. A ZenSports Android mobile app is available for download from the ZenSports website. We are currently working with Google to adhere to their modified approval process for downloading the Android app from the Google Play Store.

Distribution

Our distribution strategy is to focus solely on Tennessee in the short run, with plans to seek jurisdictional approval in multiple additional U.S. Jurisdictions. As of early 2023, 33 states and the District of Columbia had legalized sports betting, including 24 jurisdictions that allow online betting. We are in the process of identifying, budgeting, and securing funding for expansion into other jurisdictions.

Competition

Our users face a vast array of entertainment choices. Other forms of entertainment, such as television, movies, sporting events, and in-person casinos, are better established and may be perceived by our users to offer greater variety, affordability, interactivity, and enjoyment. We compete with these other forms of entertainment for the discretionary time and income of our users. Through our ZenSports sports betting app, we compete with much larger, better-funded, established organizations. We believe our fresh technology and know-how, and customer service focused operations provide significant differentiation.

Regulations

We are subject to various U.S. and foreign laws and regulations (online gaming laws) that affect our ability to operate our online sports betting and tournament betting product offerings. These product offerings are generally subject to extensive and evolving regulations that could change based on political and social norms and that could be interpreted in ways that could negatively impact our business.

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The online gaming industry (inclusive of our betting product offerings) is highly regulated, and we must maintain licenses and pay online gaming taxes or a percentage of gross bets (Handle) or gross gaming revenue where required by the jurisdictions in which we operate in order to continue our operations. Our business is subject to extensive regulation under the laws, rules and regulations of the jurisdictions in which we operate. These laws, rules, and regulations generally concern the responsibility, financial stability, integrity, and character of the owners, managers, and persons with material financial interests in the online gaming operations along with the integrity and security of the sports and tournament betting product offerings. Violations of laws or regulations in one jurisdiction could result in disciplinary action in that and other jurisdictions.

Gaming laws are generally based upon declarations of public policy designed to protect online gaming consumers and the viability and integrity of the online gaming industry. Gaming laws also may be designed to protect and maximize state and local tax revenues, as well as to enhance economic development and tourism. To accomplish these public policy goals, online gaming laws establish stringent procedures to ensure that participants in the online gaming industry meet certain standards of character and responsibility.

Licensingand Suitability Determinations

In order to operate in certain jurisdictions, we must obtain either a temporary or permanent license or determination of suitability from the responsible authorities. We seek to ensure that we obtain all necessary licenses to develop and put forth our offerings in the jurisdictions in which we operate and where our users are located.

Gaming laws in certain jurisdictions require us, and certain of our directors, officers and employees, and in some cases, certain of our stockholders, to obtain licenses from gaming authorities. Such licenses typically require a determination that the applicant qualifies or is suitable to hold the license. When determining whether to grant such a license to an applicant, gaming authorities generally consider: (i) the financial stability, integrity and responsibility of the applicant (including verification of the applicant’s sources of funding); (ii) the quality and security of the applicant’s online gaming platform, hardware and related software (including the platform’s ability to operate in compliance with local regulation, as applicable); (iii) the applicant’s history; (iv) the applicant’s ability to operate its online gaming business in a socially responsible manner; and (v) in certain circumstances, the effect on competition.

Gaming authorities may, subject to certain administrative procedural requirements: (i) deny an application, or limit, condition, revoke or suspend any license issued by them; (ii) impose fines, either on a mandatory basis or as a consensual settlement of regulatory action; (iii) demand that named individuals or stockholders be disassociated from an online gaming business; and (iv) in serious cases, liaise with local prosecutors to pursue legal action, which may result in civil or criminal penalties.

Events that may trigger revocation of such an online gaming license or another form of sanction vary by jurisdiction. However, typical events include, among others: (i) conviction in any jurisdiction of certain persons with an interest in, or key personnel of, the licensee of an offense that is punishable by imprisonment or may otherwise cast doubt on such person’s integrity; (ii) failure without reasonable cause to comply with any material term or condition of the online gaming license; (iii) declaration of, or otherwise engaging in, certain bankruptcy, insolvency, winding-up or discontinuance activities, or an order or application with respect to the same; (iv) obtaining the online gaming license by a materially false or misleading representation or in some other improper way; (v) violation of applicable anti-money laundering or terrorist financing laws or regulations; (vi) failure to meet commitments to users; (vii) failure to pay in a timely manner all online gaming or betting taxes or fees due; or (viii) determination by the gaming authority that there is another material and sufficient reason to revoke or impose another form of sanction upon the licensee.

We currently are only licensed in Tennessee and have no other active licenses. We are in the process of identifying and executing license applications in various states and jurisdictions within the U.S. In that regard we have hired a Chief Compliance Officer and engaged legal counsel with specific expertise in this area.

DataProtection and Privacy

Our acquired technological assets include certain data protections and privacy protections for our anticipated: handling, collection, storage, receiving, transmission, and other processes pertaining to certain personal information of expected future users and employees. We adhere to data and privacy protection regulations in our current marketing activities. We are currently fully compliant with all state sports betting data protection and privacy pursuant to our Tennessee gaming license.

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Any significant change to applicable laws, regulations, interpretations of laws or regulations, or market practices, regarding the use of personal data, or regarding the manner in which we seek to comply with applicable laws and regulations, could require us to make modifications to our products, services, policies, procedures, notices, and business practices, including potentially material changes. Such changes could potentially have an adverse impact on our business.

Compliance

We are fully compliant with the legal and regulatory requirements imposed on us in connection with our Tennessee gaming license, currently the only jurisdiction we operate our sports betting business.

Responsibleand Safer Gaming

We view the safety and welfare of our future users as critical to our business and have made or will make appropriate investments in our processes and systems as we enter the marketplace. We have written responsible online gaming policies and are committed to industry-leading responsible online gaming practices as seek to provide our users with the resources and services they need to play responsibly. Additionally, all our employees take part in responsible gaming training with mandatory periodic refresher training, overseen by our compliance team.

IntellectualProperty, Proprietary Rights, Patents, and Trademarks

Our business substantially relies on the creation, acquisition, use and protection of intellectual property. Some of this intellectual property is in the form of software code and trade secrets that we use to develop and properly run our mobile sports betting app and related services. We also purchase and use proprietary data acquired from other vendors.

While most of the intellectual property we use is created by us, we have obtained rights to use intellectual property of third parties, for both internal business operations and our market offerings, through licenses and service agreements with those third parties. Although we believe these licenses are sufficient for the operation of the company, these licenses typically limit our use of the third parties’ intellectual property to specific uses and for specific time periods.

We protect our intellectual property rights by relying on federal, state, and common law rights, including but not limited to registered trademarks and copyright law, as well as contractual restrictions. We control access to our proprietary technology by entering into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with third parties. As we increase our B2B business, we will also engage in monitoring the activities of third parties with respect to potential infringing uses of our intellectual property. While some intellectual property is best protected through trade secret and copywrite law, we expect that we may from time to time actively seek patent protection covering inventions originating from us and, from time to time, review opportunities to acquire patents to the extent we believe such patents may be useful or relevant to our business.

In addition to these contractual arrangements, we also rely on a combination of trade secret, trademark, trade dress, and domain names to protect our product offerings and other intellectual property. We own the copyright to the software code to our content, as well as trademarks under which our product offerings and related services are marketed. We pursue the registration of our domain names, trademarks, and service marks in the U.S. and in locations outside the U.S. We have a significant number of registered trademarks for products and services, that have been or are being developed in the U.S., including our primary brand, “ZenSports”,

Employees

As of June 30, 2024, we had a total of 13 employees and 10 consultants.

Segments

We identify our reportable segments according to how the business activities are managed and evaluated, for which discrete financial information is available and is regularly reviewed by our Chief Operating Decision Maker (“CODM”) to allocate resources and assess performance. Our chief operating decision maker is our sole Director, Bruce Cassidy.

The CODM reviews financial performance and allocates resources at a consolidated level on a regular basis. We have determined that during the fiscal year ended June 30, 2024, we had one reportable segment consisting of multiple product offerings.

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Item1A. Risk Factors

Investingin our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, togetherwith all of the other information in this Annual Report, including the consolidated financial statements, the notes thereto and the sectionentitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewherein this Annual Report before deciding whether to invest in shares of our common stock. The risks and uncertainties described below arenot the only ones we face. Additional risks and uncertainties that we are unaware of or that we deem immaterial may also become importantfactors that adversely affect our business. If any of the following risks actually occur, our business, financial condition, resultsof operations and future prospects could be materially and adversely affected. In that event, the market price of our common stock coulddecline, and you could lose part or all of your investment.

RisksRelated to Our Business and Industry

Ourrestatement of certain of our previously issued financial statements may impose unanticipated costs, affect investor confidence, andcause reputational harm.

During fiscal 2024, we corrected accounting errors related to the calculation and proper recording of a derivative instrument and an error relating to the accrual of liabilities.

Therefore, to correct these accounting errors, we recorded an adjustment to increase liabilities and net loss in the total amount of $4,484,395 at March 31, 2024.

In evaluating whether the previously issued Consolidated Financial Statements were materially misstated for the interim period ended March 31, 2024, the Company applied the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 250, Accounting Changes and Error Corrections, SEC Staff Accounting Bulletin (“SAB”) Topic 1.M, Assessing Materiality, and SAB Topic 1.N, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements and concluded that the effect of the errors on prior period quarterly financial statements was material; and therefore as noted in SAB Topic 1.N. the Company has restated the March 31, 2024 consolidated financial statements in accordance with FASB ASC 250-10-45-23.

As a result, we have incurred, and may continue to incur, unanticipated costs in connection with or related to the Restatements, as well as any litigation or regulatory inquiries that may result and have resulted therefrom. In addition, the Restatements and any potential related media coverage may negatively affect our relationships with customers and may also negatively affect investor confidence in the accuracy of our financial disclosures and cause it reputational harm.

Becausewe have a limited operating history, you may not be able to accurately evaluate our operations.

We have a limited operating history upon which an evaluation of our business plan or performance and prospects can be made. The business and prospects of VIP Play, Inc. must be considered in the light of the potential problems, delays, uncertainties and complications encountered in connection with a newly established business and new industry. The risks include, but are not limited to, the possibility that we will not be able to raise sufficient capital to meet our ongoing operating needs and to fund our growth plans, develop functional and scalable products and services, or that although functional and scalable, our products and services will not be economical to market; that our competitors hold proprietary rights that preclude us from marketing such products; that our competitors market a superior or equivalent product; that we are not able to upgrade and enhance our technologies and products to accommodate new features and expanded service offerings; or the failure to receive necessary regulatory clearances for our products. To successfully introduce and market our products at a profit, we must establish brand name recognition and competitive advantages for our products. There are no assurances that we can successfully address these challenges. If unsuccessful with one or more of these issues, our business, financial condition and operating results could be materially and adversely affected.

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Ourinvestors may lose their entire investment because our financial status creates a doubt whether we will continue as a going concern.

We have a limited operating history and have incurred recurring losses from operations. For the fiscal years ended June 30, 2024 and 2023, we incurred a net loss of $30,385,693 and $11,337,876, respectively. Our auditors, in their opinion dated September 23, 2024 have included a going concern paragraph. We do not have a history of generating revenues and only recently began to generate any revenues from our sports betting operations, further our projected revenues do not currently cover our expenses and we are dependent on outside capital to continue our operations. We may not be able to continue as a going concern without additional financing, and if such financing is not available to us or is not available to us on acceptable terms, we may be forced to cease operations.

Weare dependent on outside financing for continuation of our operations.

Our business is in start-up mode building out our platform capability. We are currently licensed for gambling only in Tennessee and as such, we are currently generating di minimis revenues and in some instances losses from our sports betting App and are precluded from generating any revenues from our gambling technology outside of Tennessee. We generate no other revenues and we are completely dependent on the continued availability of financing in order to continue our business.

We are dependent upon, among other things, achieving a level of profitable operations and receiving additional cash infusions including securing additional lines of credit and raising additional capital through placement of preferred and/or common stock in order to implement our business plan. There can be no assurance that we will be successful in order to continue as a going concern. We are funding its initial operations by a related party demand line of credit, a related party demand note payable, issuing preferred stock, and issuing common stock through private placements.

We cannot be certain that capital will be provided when it is required or in amounts sufficient to meet our operating requirements. Management believes the existing stockholders, prospective new investors, and future revenues will provide the additional cash needed to meet our obligations as they become due and will allow the expansion of the sports betting technology into additional jurisdictions. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, it may contain restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in case of equity financing.

Our failure to obtain future financing or to produce levels of revenue to meet our financial needs could result in our inability to continue as a going concern and, as a result, our investors could lose their entire investment.

Reductionsin discretionary consumer spending could have an adverse effect on our business, financial condition, results of operations and prospects.

Our business is particularly sensitive to reductions from time to time in discretionary consumer spending. Demand for entertainment and leisure activities, including online gaming, can be affected by changes in the economy and consumer tastes, both of which are difficult to predict and beyond our control. Unfavorable changes in general economic conditions, including recessions, economic slowdowns, sustained high levels of unemployment, and rising prices or the perception by consumers of weak or weakening economic conditions, may reduce our prospective users’ disposable income or result in fewer individuals engaging in entertainment and leisure activities. As a result, we cannot ensure that demand for our offerings will materialize or remain constant. Adverse developments affecting economies throughout the world, including a general tightening of availability of credit, decreased liquidity in certain financial markets, increased interest rates, foreign exchange fluctuations, increased energy costs, acts of war or terrorism, transportation disruptions, natural disasters, declining consumer confidence, sustained high levels of unemployment or significant declines in stock markets, as well as concerns regarding pandemics, epidemics and the spread of contagious diseases, could lead to a further reduction in discretionary spending on leisure activities, such as online gaming.

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Ourprojections are subject to significant risks, assumptions, estimates and uncertainties, including assumptions regarding future legislationand changes in regulations, both inside and outside of the U.S. As a result, our projected revenues, market share, expenses and profitabilitymay differ materially from our expectations.

We operate in rapidly changing and competitive industries and our projections are subject to the risks and assumptions made by management with respect to our industries. Operating results are difficult to forecast because they generally depend on our assessment of the timing of adoption of future legislation and regulations by different states, which are uncertain. Furthermore, if we invest in the development of new products or distribution channels that do not achieve significant commercial success, whether because of competition or otherwise, we may not recover the often substantial “up front” costs of developing and marketing those products and distribution channels or recover the opportunity cost of diverting management and financial resources away from other products or distribution channels.

Additionally, as described above under “Reductions in discretionary consumer spending could have an adverse effect on our business, financial condition, results of operations and prospects,” our business may be affected by reductions in consumer spending from time to time as a result of a number of factors which may be difficult to predict. This may result in decreased revenue levels, and we may be unable to adopt measures in a timely manner to compensate for any unexpected shortfall in income. This inability could cause our operating results in a given quarter to be higher or lower than expected. If actual results differ from our estimates, analysts may react negatively, and our stock price could be materially impacted.

Despiteour security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employeeerror, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed,publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings,liability under laws that protect the privacy of personal information, and regulatory penalties, disruption of our operations and theservices we provide to users, damage to our reputation, and a loss of confidence in our products and services, which could adverselyaffect our business.

The secure maintenance and transmission of user information is a critical element of our operations. Our information technology and other systems that maintain and transmit user information, or those of service providers, business partners or employee information may be compromised by a malicious third- party penetration of our network security, or that of a third-party service provider or business partner or impacted by intentional or unintentional actions or inaction by our employees, or those of a third- party service provider or business partner. As a result, our users’ information may be lost, disclosed, accessed or taken without our users’ consent. We expect that we will be subject to attempts to gain unauthorized access to or through our information systems or those we develop for our customers, whether by our employees or third parties, including cyber-attacks by computer programmers and hackers who may develop and deploy viruses, worms or other malicious software programs. We cannot provide assurance that they will not have a material impact in the future.

We rely on encryption and authentication technology licensed from third parties in an effort to securely transmit confidential and sensitive information, including credit card numbers. Advances in computer capabilities, new technological discoveries or other developments may result in the whole or partial failure of this technology to protect transaction data or other confidential and sensitive information from being breached or compromised. In addition, websites are often attacked through compromised credentials, including those obtained through phishing and credential stuffing. Our security measures, and those of our third-party service providers, may not detect or prevent all attempts to breach our systems, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in or transmitted by our websites, networks and systems or that we or such third parties otherwise maintain, including payment card systems, which may subject us to fines or higher transaction fees or limit or terminate our access to certain payment methods. We and such third parties may not anticipate or prevent all types of attacks until after they have already been launched. Further, techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers.

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In addition, security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or by third parties. These risks may increase over time as the complexity and number of technical systems and applications we use also increases. Breaches of our security measures or those of our third-party service providers or cybersecurity incidents could result in unauthorized access to our sites, networks and systems; unauthorized access to and misappropriation of user information, including users’ personally identifiable information, or other confidential or proprietary information of ourselves or third parties; viruses, worms, spyware or other malware being served from our sites, networks or systems; deletion or modification of content or the display of unauthorized content on our sites; interruption, disruption or malfunction of operations; costs relating to breach remediation, deployment of additional personnel and protection technologies, response to governmental investigations and media inquiries and coverage; engagement of third-party experts and consultants; litigation, regulatory action and other potential liabilities. If any of these breaches of security should occur and be material, our reputation and brand could be damaged, our business may suffer, we could be required to expend significant capital and other resources to alleviate problems caused by such breaches, and we could be exposed to a risk of loss, litigation or regulatory action and possible liability. We cannot guarantee that recovery protocols and backup systems will be sufficient to prevent data loss. Actual or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants. While we expect to obtain and maintain cybersecurity insurance coverage that we believe is adequate for our business, such coverage may not cover all potential costs and expenses associated with cybersecurity incidents that may occur in the future.

In addition, any party who is able to illicitly obtain a user’s password could access the user’s transaction data or personal information, resulting in the perception that our systems are insecure. Any compromise or breach of our security measures, or those of our third-party service providers, could violate applicable privacy, data protection, data security, network and information systems security and other laws and cause significant legal and financial exposure, adverse publicity and a loss of confidence in our security measures, which could have a material adverse effect on our business, financial condition, results of operations and prospects. We devote significant resources to protect against security breaches or we may need to in the future to address problems caused by breaches, including notifying affected subscribers and responding to any resulting litigation, which in turn, diverts resources from the growth and expansion of our business.

Werely on other third-party service providers and if such third parties do not perform adequately or terminate their relationships withus, our costs may increase and our business, financial condition and results of operations could be adversely affected.

Our success depends in part on our relationships with other third-party service providers. For example, we rely on third parties for content delivery, load balancing and protection against distributed denial-of-service attacks. If those providers do not perform adequately, our users may experience issues or interruptions with their experiences. Furthermore, if any of our partners terminates its relationship with us or refuses to renew its agreement with us on commercially reasonable terms, we would need to find an alternate provider, and may not be able to secure similar terms or replace such providers in an acceptable time frame. We also rely on other software and services supplied by third parties, such as communications and internal software, and our business may be adversely affected to the extent such software and services do not meet our expectations, contain errors or vulnerabilities, are compromised or experience outages. Any of these risks could increase our costs and adversely affect our business, financial condition and results of operations. Further, any negative publicity related to any of our third-party partners, including any publicity related to regulatory concerns, could adversely affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure.

We incorporate technology from third parties into our offerings. We cannot be certain that our licensors are not infringing the intellectual property rights of others or that the suppliers and licensors have sufficient rights to the technology in all jurisdictions in which we may operate. Some of our license agreements may be terminated by our licensors for convenience. If we are unable to obtain or maintain rights to any of this technology because of intellectual property infringement claims brought by third parties against our suppliers and licensors or against us, or if we are unable to continue to obtain the technology or enter into new agreements on commercially reasonable terms, our ability to develop our offerings containing that technology could be severely limited and our business could be harmed.

Additionally, if we are unable to obtain necessary technology from third parties, we may be forced to acquire or develop alternate technology, which may require significant time and effort and may be of lower quality or performance standards. This would limit and delay our ability to provide new or competitive offerings and increase our costs. If alternate technology cannot be obtained or developed, we may not be able to offer certain functionality as part of our offerings, which could adversely affect our business, financial condition and results of operations.

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IfInternet and other technology-based service providers experience service interruptions, our ability to conduct our business may be impairedand our business, financial condition and results of operations could be adversely affected.

A substantial portion of our network infrastructure is provided by third parties, including Internet service providers and other technology-based service providers. We require technology-based service providers to implement cyber-attack-resilient systems and processes. However, if Internet service providers experience service interruptions, including because of cyber-attacks, or due to an event causing an unusually high volume of Internet use (such as a pandemic or public health emergency), communications over the Internet may be interrupted and impair our ability to conduct our business. Internet service providers and other technology-based service providers may in the future roll out upgraded or new mobile or other telecommunications services, such as 5G or 6G services, which may not be successful and thus may impact the ability of our users to access our offerings in a timely fashion or at all. In addition, our ability to process e-commerce transactions depends on bank processing and credit card systems. To prepare for system problems, we continuously seek to strengthen and enhance our current facilities and the capabilities of our system infrastructure and support. Nevertheless, there can be no assurance that the Internet infrastructure or our own network systems will continue to be able to meet the demand placed on us by the continued growth of the Internet, the overall online gaming industry and our users. Any difficulties these providers face, including the potential of certain network traffic receiving priority over other traffic (i.e., lack of net neutrality), may adversely affect our business, and we exercise little control over these providers, which increases our vulnerability to problems with the services they provide. Any system failure as a result of reliance on third parties, such as network, software or hardware failure, including as a result of cyber-attacks, which causes a loss of our users’ property or personal information or a delay or interruption in our online services and products and e-commerce services, including our ability to handle existing or increased traffic, could result in a loss of anticipated revenue, interruptions to our offerings, cause us to incur significant legal, remediation and notification costs, degrade the customer experience and cause users to lose confidence in our offerings, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects.

Wemay invest in or acquire other businesses, and our business may suffer if we are unable to successfully integrate acquired businessesinto our company or otherwise manage the growth associated with multiple acquisitions.

As part of our business strategy, we have made, and may continue to make, acquisitions as opportunities arise to add new or complementary businesses, products, brands or technologies. In some cases, the costs of such acquisitions may be substantial, including as a result of professional fees and due diligence efforts. There is no assurance that the time and resources expended on pursuing a particular acquisition will result in a completed transaction, or that any completed transaction will ultimately be successful. In addition, we may be unable to identify suitable acquisition or strategic investment opportunities or may be unable to obtain any required financing or regulatory approvals, and therefore may be unable to complete such acquisitions or strategic investments on favorable terms, if at all. We may decide to pursue acquisitions with which our investors may not agree, and we cannot assure investors that any acquisition or investment will be successful or otherwise provide a favorable return on investment. In addition, acquisitions and the integration thereof require significant time and resources and place significant demands on our management, as well as on our operational and financial infrastructure. In addition, if we fail to successfully close transactions or integrate new teams, or integrate the products and technologies associated with these acquisitions into our company, our business could be seriously harmed. Acquisitions may expose us to operational challenges and risks, including:

●	the<br> ability to profitably manage acquired businesses or successfully integrate the acquired businesses’ operations, personnel,<br> financial reporting, accounting and internal controls, technologies, and products into our business;
●	increased<br> indebtedness and the expense of integrating acquired businesses, including significant administrative, operational, economic, geographic,<br> or cultural challenges in managing and integrating the expanded or combined operations;

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| --- | | ● | entry into jurisdictions or acquisition of products or technologies with which we have limited or no prior experience, and the potential of increased competition with new or existing competitors as a result of such acquisitions; | | --- | --- | | ● | diversion of management’s attention and the over-extension of our operating infrastructure and our management systems, information technology systems, and internal controls and procedures, which may be inadequate to support growth; | | ● | the ability to fund our capital needs and any cash flow shortages that may occur if anticipated revenue is not realized or is delayed, whether by general economic or market conditions, or unforeseen internal difficulties; and | | ● | the ability to retain or hire qualified personnel required for expanded operations. |

Our acquisition strategy may not succeed if we are unable to remain attractive to target companies or expeditiously close transactions. Issuing shares of common stock to fund an acquisition would cause economic dilution to existing stockholders. If we develop a reputation for being a difficult acquirer or having an unfavorable work environment, or target companies view our common stock unfavorably, we may be unable to consummate key acquisition transactions essential to our corporate strategy and our business may be seriously harmed.

Ourgrowth prospects depend on the legal status of online sports betting and online gaming in various jurisdictions, predominantly withinthe U.S., and legalization may not occur in as many states as we expect or may occur at a slower pace than we anticipate. Additionally,even if jurisdictions legalize online sports betting and online gaming, this may be accompanied by legislative or regulatory restrictionsand/or taxes that make it impracticable or less attractive to operate in those jurisdictions, or the process of implementing regulationsor securing the necessary licenses to operate in a particular jurisdiction may take longer than we anticipate, which could adverselyaffect our future results of operations and make it more difficult to meet our expectations for financial performance.

A number of states have legalized, or are currently considering legalizing, online sports betting and online gaming, and our business, financial condition, results of operations and prospects are significantly dependent upon legalization of online sports betting and online gaming. Our business plan is partially based upon the legalization of online sports betting and online gaming for a specific percentage of the population on a yearly basis and the legalization may not occur as we have anticipated. Additionally, if a large number of additional states or the federal government enact online sports betting and online gaming legislation and we are unable to obtain or are otherwise delayed in obtaining the necessary licenses to operate online sports betting or online gaming websites in U.S. jurisdictions where such games are legalized, our future growth in online sports betting and online gaming could be materially impaired.

As we enter into new jurisdictions, states or the federal government may legalize online sports betting and online gaming in a manner that is unfavorable to us. As a result, we may encounter legal, regulatory, and political challenges that are difficult or impossible to foresee and which could result in an unforeseen adverse impact on planned revenues or costs associated with the new opportunity. For example, states may require us to have a relationship with a retail operator for online sports betting access, which tends to increase our costs of revenue. States that have established state-run monopolies may limit opportunities for private sector participants like us. States also impose substantial tax rates on online sports betting and online gaming revenue, in addition to the federal excise tax of 25 basis points on the amount of each wager. As most state product taxes apply to various measures of modified gross profit, tax rates, whether federal- or state-based, that are higher than we expect will make it more costly and less desirable for us to launch in a given jurisdiction, while tax increases in any of our existing jurisdictions may adversely impact our profitability.

Therefore, even in cases in which a jurisdiction purports to license and regulate online sports betting or online gaming, the licensing and regulatory regimes can vary considerably in terms of their business-friendliness and at times may be intended to provide incumbent operators with advantages over new licensees. Therefore, some “liberalized” regulatory regimes are considerably more commercially attractive than others.

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Failureto comply with regulatory requirements in a particular jurisdiction, or the failure to successfully obtain a license or permit appliedfor in a particular jurisdiction, could impact our ability to comply with licensing and regulatory requirements in other jurisdictions,or could cause the rejection of license applications or cancellation of existing licenses in other jurisdictions, or could cause financialinstitutions, online and mobile platforms, advertisers and distributors to stop providing services to us which we will need to rely uponto receive payments from, or distribute amounts to, our users, or otherwise to deliver and promote our services.

Compliance with the various regulations applicable to online sports betting and online gaming is costly and time-consuming. Regulatory authorities at the non-U.S., U.S. federal, state and local levels have broad powers with respect to the regulation and licensing of online sports betting and online gaming operations and may refuse to issue, revoke, suspend, condition or limit our online sports betting or online gaming licenses, impose substantial fines on us and take other actions, any one of which could have a material adverse effect on our business, financial condition, results of operations and prospects. These laws and regulations are dynamic and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current laws or regulations or enact new laws and regulations regarding these matters. We will strive to comply with all applicable laws and regulations relating to our business. It is possible, however, that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules. Non-compliance with any such law or regulations could expose us to claims, proceedings, litigation and investigations by private parties and regulatory authorities, as well as substantial fines and negative publicity, each of which may materially and adversely affect our business.

Any online sports betting or online gaming license could be denied, and if issued could be revoked, suspended, or conditioned at any time. The loss of a license in one jurisdiction could trigger the loss of a license or affect our eligibility for such a license in another jurisdiction, and any of such losses, or potential for such loss, could cause us to cease offering some or all of our offerings in the impacted jurisdictions. We may be unable to obtain or maintain all necessary registrations, licenses, permits or approvals, and could incur fines or experience delays related to the licensing process, which could adversely affect our operations. Our delay or failure to obtain or maintain licenses in any jurisdiction may prevent us from distributing our offerings, increasing our customer base and/or generating revenues. We cannot assure you that we will be able to obtain and maintain the licenses and related approvals necessary to conduct our planned business operations. Any failure to obtain, maintain or renew licenses, registrations, permits or approvals could have a material adverse effect on our business, financial condition, results of operations and prospects.

Thesuccess, including win or hold rates, of existing or future sports betting product offerings depends on a variety of factors and is notcompletely controlled by us.

The sports betting industry is characterized by an element of chance. Accordingly, we employ theoretical win rates to estimate what a certain type of sports bet, on average, will win or lose in the long run. Net win is impacted by variations in the hold percentage (the ratio of net win to total amount wagered), or actual outcome, on our sports bets we offer to our users. We use hold percentage as an indicator of a sports bet’s performance against its expected outcome. Although each sports bet generally performs within a defined statistical range of outcomes, actual outcomes may vary for any given period. In addition to the element of chance, win rates (hold percentages) may also (depending on the game involved) be affected by the spread of limits and factors that are beyond our control, such as a user’s experience and behavior, the financial resources of users, the volume of bets placed and the amount of time spent engaging with our product offering. As a result of the variability in these factors, the actual win rates on our sports bets may differ from the theoretical win rates we have estimated and could result in the winnings of our users exceeding those anticipated. The variability of win rates (hold rates) also has the potential to negatively impact our financial condition, results of operations, and cash flows.

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Werely on third-party providers to validate the identity and identify the location of our users, and if such providers fail to performadequately or provide accurate information or we do not maintain business relationships with them, our business, financial conditionand results of operations could be adversely affected.

There is no guarantee that the third-party geolocation and identity verification systems that we rely on will perform adequately, or be effective. We rely on our geolocation and identity verification systems to ensure we are in compliance with certain applicable laws and regulations, and any service disruption to those systems would prohibit us from operating our product offerings, and would adversely affect our business. Additionally, incorrect or misleading geolocation and identity verification data with respect to current or potential users received from third-party service providers may result in us inadvertently allowing access to our product offerings to individuals who should not be permitted to access them, or otherwise inadvertently deny access to individuals who should be able to access our product offerings, in each case based on inaccurate identity or geographic location determination. Our third-party geolocation services provider relies on its ability to obtain information necessary to determine geolocation from mobile devices, operating systems, and other sources. Changes, disruptions or temporary or permanent failure to access such sources by our third-party services providers may result in their inability to accurately determine the location of our users. Moreover, our inability to maintain our existing contracts with third-party services providers, or to replace them with equivalent third parties, may result in our inability to access geolocation and identity verification data necessary for our day-to-day operations. If any of these risks materializes, we may be subject to disciplinary action, fines or lawsuits, and our business, financial condition and results of operations could be adversely affected.

Ourbusiness model depends upon the continued compatibility between our app and the major mobile operating systems and upon third-party platformsfor the distribution of our product offerings. If the Apple App Store, or the Google Play Store once we’re approved, prevents usersfrom downloading our app or augments the restrictions on advertising to our users, our ability to grow our revenue, profitability andprospects may be adversely affected.

The substantial majority of our users access our products primarily on mobile devices, and we believe that this will continue to be increasingly important to our long-term success. Our business model depends upon the continued compatibility between our app and the major mobile operating systems. Third parties with whom we do not have any formal relationships control the design of mobile devices and operating systems. These parties frequently introduce new devices, and from time to time they may introduce new operating systems or modify existing ones. Network carriers may also impact the ability to download apps or access specified content on mobile devices.

In addition, we rely upon third-party platforms for distribution of our product offerings. Our sports betting product is primarily distributed through the Apple App Store and a traditional website. We are currently working with Google to adhere to their modified approval process for downloading the Android app from the Google Play Store. We believe we will be approved by Google in the near future. The Google Play Store and Apple App Store are global application distribution platforms and the main distribution channels for our apps. As such, the promotion, distribution and operation of our apps are subject to the respective distribution platforms’ standard terms and policies for application developers, which are broad and subject to frequent changes and interpretation. Furthermore, the distribution platforms may not enforce their standard terms and policies for application developers consistently and uniformly across all applications and with all publishers.

There is no guarantee that popular mobile devices will start or continue to support or feature our product offerings, or that mobile device users will continue to use our product offerings rather than competing product offerings. We are dependent on the interoperability of our technology with popular mobile operating systems, technologies, networks and standards that we do not control, such as the Android and iOS operating systems, and any changes, bugs, technical or regulatory issues in such systems, our relationships with mobile manufacturers and carriers, or in their terms of service or policies that degrade our product offerings’ functionality, reduce or eliminate our ability to distribute our product offerings, give preferential treatment to competitive product offerings, limit our ability to deliver high quality product offerings, or impose fees or other charges related to delivering our product offerings, could adversely affect our product offering usage and monetization on mobile devices.

Moreover, our sports betting product requires high-bandwidth data capabilities in order to place time-sensitive bets. If the growth of high-bandwidth capabilities, particularly for mobile devices, is slower than we expect, our user growth, retention, and engagement may be seriously harmed. Additionally, to deliver high-quality content over mobile cellular networks, our product offerings must work well with a range of mobile technologies, systems, networks, regulations, and standards that we do not control. In particular, any future changes to the iOS or Android operating systems may impact the accessibility, speed, functionality, and other performance aspects of our product offerings, which issues are likely to occur in the future from time to time. In addition, the adoption of any laws or regulations that adversely affect the growth, popularity, or use of the Internet, including laws governing Internet neutrality, could decrease the demand for our product offerings and increase our cost of doing business. Specifically, any laws that would allow mobile providers in the United States to impede access to content, or otherwise discriminate against content providers like us, such as providing for faster or better access to our competitors, over their data networks, could have a material adverse effect on our business, financial condition, results of operations and prospects.

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Furthermore, we may not successfully cultivate relationships with key industry participants or develop product offerings that operate effectively with these technologies, systems, networks, regulations, or standards. If it becomes more difficult for our users to access and use our product offerings on their mobile devices, if our users choose not to access or use our product offerings on their mobile devices, or if our users choose to use mobile product offerings that do not offer access to our product offerings, our user growth, retention, and engagement could be seriously harmed.In addition, if any of the third-party platforms used for distribution of our product offerings were to limit or disable advertising on their platforms, either because of technological constraints or because the owners of these distribution platforms wished to impair our ability to serve ads on them, our ability to generate revenue could be harmed. Also, technologies have been, and may continue to be, developed by companies, such as Apple and Google, that, among other things, block or limit the display of our advertisements and some or all third-party cookies on mobile and desktop devices, limit cross-site and cross-device attribution, prevent measurement outside a narrowly-defined attribution window and prevent advertisement re-targeting and optimization. These developments could require us to make changes to how we collect information on, and track the actions of, our users and impact our marketing activities. While these changes have not had a material adverse impact on our business to date, they could materially impact the way we do business in the future, and if we or our advertising partners are unable to quickly and effectively adjust to new changes, there could be an adverse effect on our business, financial condition, results of operations or prospects.

Ourgrowth prospects and market potential will depend on our ability to obtain licenses to operate in a number of jurisdictions, and if wefail to obtain and subsequently maintain such licenses, our business, financial condition, results of operations and prospects couldbe impaired.

Our ability to grow our business will depend on our ability to obtain and maintain licenses to offer our product in a large number of jurisdictions or in heavily populated jurisdictions. Regulated gaming license applications and audits frequently involve an in-depth suitability review of the applicant’s business and operations and associated individuals including certain officers, directors, key employees and significant stockholders. These applications and audits take substantial time to prepare, submit, and complete, often requiring the production of multiple years’ worth of business and personal financial records and disclosures which take considerable time to compile, followed by the regulator’s investigatory process which may take months to complete. If we fail to obtain and maintain licenses in large jurisdictions or in a greater number of mid-market jurisdictions, this may prevent us from expanding the footprint of our product offerings, increasing our user base and/or generating revenues. We cannot be certain that we will be able to obtain and maintain licenses and related approvals necessary to conduct our sports betting operations in a timely manner or at all. Any failure to obtain and maintain licenses, registrations, permits or approvals could have a material adverse effect on our business, financial condition, results of operations and prospects.

Palpable(obvious) errors in odds making may occasionally occur in the normal course of business, sometimes for large liabilities. While it isa worldwide standard business practice to void bets associated with palpable errors or to correct the odds, there is no guarantee regulatorswill approve voiding palpable errors in every case.

Our sports betting product offers a competitive set of bet offerings involving popular professional sports leagues within the United States, and limited offerings for most international sports leagues. Odds are set through a combination of algorithmic and manual odds making. Bet acceptance is always a manual process performed by the customer. In some cases, the odds offered on our sport betting product constitute an obvious error. Examples of such errors are inverted lines between teams, or odds that are significantly different from the true odds of the outcome in a way that all reasonable persons would agree is an error. It is generally commonplace worldwide for operators to void bets associated with such palpable errors, and, in most mature jurisdictions, these bets can be voided without regulatory approval at operator discretion. In the U.S., it is unclear long term if state-by-state regulators will consistently approve the voiding of bets or re-setting odds to correct odds on such bets. In some cases, we require regulatory approval to void palpable errors ahead of time. If regulators were to not allow voiding of bets associated with large obvious errors in odds making, we could be subject to covering significant liabilities.

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Negativeevents or negative media coverage relating to, or a declining popularity of, sports betting, online sports betting or the underlyingsports or athletes in general, or other negative coverage may adversely impact our ability to retain or attract users, which could havean adverse impact on our business.

Public opinion can significantly influence our business. Unfavorable publicity regarding us, for example, our product changes, product quality, litigation, or regulatory activity, or regarding the actions of third parties with whom we have relationships or the underlying sports (including declining popularity of the sports or athletes) could seriously harm our reputation. In addition, a negative shift in the perception of sports betting by the public or by politicians, lobbyists or others could affect future legislation of sports betting, which could cause jurisdictions to abandon proposals to legalize sports betting, thereby limiting the number of jurisdictions in which we are permitted to operate. Furthermore, illegal betting activity by athletes could result in negative publicity for our industry and could harm our brand reputation. Negative public perception could also lead to new restrictions on, or the prohibition of, sports betting in jurisdictions in which we currently operate. Such negative publicity could also adversely affect the size, demographics, engagement and loyalty of our customer base and result in decreased revenue or slower user growth rates, which could seriously harm our business.

Givenour business, we may be the subject of governmental investigations and inquiries with respect to the operation of our businesses andwe could be subject to future governmental investigations and inquiries, legal proceedings, and enforcement actions. Any such investigation,inquiry, proceeding or action could adversely affect our business.

We may receive formal and informal inquiries from time to time, from government authorities and regulators, including tax authorities and gaming regulators, regarding compliance with laws and other matters, particularly as we grow and expand our operations. Violation of existing or future regulations, regulatory orders or consent decrees could subject us to substantial monetary fines and other penalties that could negatively affect our financial condition and results of operations. In addition, it is possible that future orders issued by, or inquiries or enforcement actions initiated by, government or regulatory authorities could cause us to incur substantial costs, expose us to unanticipated liability or penalties, or require us to change our business practices in a manner materially adverse to our business.

Wemay have difficulty accessing the service of banks, credit card issuers and payment processing services providers, which may make itdifficult to sell our products and services.

Although financial institutions and payment processors are permitted to provide services to us and others in our industry, banks, credit card issuers and payment processing service providers may be hesitant to offer banking and payment processing services to online sports betting and online gaming businesses. Consequently, those businesses involved in our industry, including our own, may encounter difficulties in establishing and maintaining banking and payment processing relationships with a full scope of services and generating market rate interest. If we were unable to maintain our bank accounts or our users were unable to use their credit cards, bank accounts or e-wallets to make deposits and withdrawals from our offerings it would make it difficult for us to operate our business, increase our operating costs, and pose additional operational, logistical and security challenges which could result in an inability to implement our business plan.

Ifwe are unable to hire and retain key personnel, we may not be able to implement our business plan.

Due to the specified nature of our business, having certain key personnel is essential to the development and marketing of the products and services we plan to sell and thus to the entire business itself. Our officer and director, Bruce Cassidy, is instrumental in the viability of our business and our future success. Consequently, the loss of this individual may have a substantial effect on our future success or failure. We may have to recruit qualified personnel with competitive compensation packages, equity participation, and other benefits that may affect the working capital available for our operations. Management may have to seek to obtain outside independent professionals to assist them in assessing the merits and risks of any business proposals as well as assisting in the development and operation of many company projects. No assurance can be given that we will be able to obtain such needed assistance on terms acceptable to us. Our failure to attract additional qualified employees or to retain the services of key personnel could have a material adverse effect on our operating results and financial condition.

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Ourcommercial success depends significantly on our ability to develop and commercialize our products without infringing the intellectualproperty rights of third parties.

Our commercial success will depend, in part, on operating our business without infringing the trademarks or proprietary rights of third parties. Third parties that believe we are infringing on their rights could bring actions against us claiming damages and seeking to enjoin the development, marketing and distribution of our products. If we become involved in any litigation, it could consume a substantial portion of our resources, regardless of the outcome of the litigation. If any of these actions are successful, we could be required to pay damages and/or to obtain a license to continue to develop or market our products, in which case we may be required to pay substantial royalties. However, any such license may not be available on terms acceptable to us or at all. Ultimately, we could be prevented from commercializing a product or forced to cease some aspect of our business operations as a result of patent infringement claims, which would harm our business.

Becausethe Chairman of the Board beneficially owns stock representing a majority of the total voting power of our outstanding stock, you maynot have any influence in the corporate decisions of the company, including the election of directors.

As of September 23, 2024, our current Chairman of the Board, Bruce Cassidy, through his companies Eagle Investment Group, LLC, Excel Family Partners, LLLP and Excel Members, LLC, beneficially owns outstanding voting securities representing 72.01% of the total voting power of our outstanding common stock and preferred stock. Currently, there are 71,994,990 shares of common stock outstanding that entitle the holders to 1 vote per share for a total of 71,994,990 votes. We also have 11,693 shares of Series B preferred stock outstanding that have the right to 100 votes per share for a total of 1,169,300 votes. Thus, there are a total of 106,084,082 total votes available and Mr. Cassidy controls 76,390,674 votes for 72.01% of the voting power over the company.

As a result, Mr. Cassidy has a majority of the voting power in all matters submitted to our stockholders for approval including:

●	Election<br> of members of the Board;
●	Removal<br> of any of our directors;
●	Amendment<br> of our Articles of Incorporation or bylaws;
●	Adoption<br> of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving<br> us.

As a result of his ownership and position, Mr. Cassidy is able to substantially influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. In addition, the future prospect of sales of significant amounts of shares held by Mr. Cassidy could affect the market price of our common stock if the marketplace does not orderly adjust to the increase in shares in the market and the value of your investment in our company may decrease. Mr. Cassidy’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

Compliancewith changing regulation of corporate governance and public disclosure may result in additional expenses.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and new SEC regulations, are creating uncertainty for companies such as ours. These new or changed laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We are committed to maintaining high standards of corporate governance and public disclosure. As a result, we intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new or changed laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, our reputation may be harmed.

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Ifwe fail to comply with the new rules under the Sarbanes-Oxley Act related to accounting controls and procedures, or if material weaknessesor other deficiencies are discovered in our internal accounting procedures, our stock price could decline significantly.

Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal controls over financial reporting and a report by our independent auditors addressing these assessments. Based on our assessments and those criteria, management determined that our internal controls over financial reporting were not effective as of June 30, 2024, material weaknesses exist in the Company’s internal control over financial reporting and disclosures. This could cause investors to lose confidence in our Company and result in a decline in our stock price and consequently affect our financial condition. In addition, if we fail to enhance and improve the adequacy of our internal controls, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our Common Stock could drop significantly. In addition, we cannot be certain that additional material weaknesses or significant deficiencies in our internal controls will not be discovered in the future.

Asan “emerging growth company” under the JOBS Act, we are permitted to rely on exemptions from certain disclosure requirements.

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

●	have<br> an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
●	comply<br> with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation<br> or a supplement to the auditor’s report providing additional information about the audit and the consolidated financial statements<br> (i.e., an auditor discussion and analysis);
●	submit<br> certain executive compensation matters to stockholder advisory votes, such as “say-on-pay” and “say-on-frequency;”<br> and
●	disclose<br> certain executive compensation related items such as the correlation between executive compensation and performance and comparisons<br> of the Chief Executive’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our consolidated financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” until the earliest of: (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1.07 billion; (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period; or (iv) June 30, 2026. Even if we no longer qualify for the exemptions for an emerging growth company, we may still be, in certain circumstances, subject to scaled disclosure requirements as a smaller reporting company. For example, smaller reporting companies, like emerging growth companies, are not required to provide a compensation discussion and analysis under Item 402(b) of Regulation S-K or auditor attestation of internal controls over financial reporting.

Until such time, however, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

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RisksRelated to Our Securities

Ourcommon stock price may be volatile and could fluctuate widely in price, which could result in substantial losses for investors.

The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including:

●	technological<br> innovations or new products and services by us or our competitors;
●	government<br> regulation of our products and services;
●	the<br> establishment of partnerships with other technology companies;
●	intellectual<br> property disputes;
●	additions<br> or departures of key personnel;
●	sales<br> of our common stock
●	our<br> ability to integrate operations, technology, products and services;
●	our<br> ability to execute our business plan;
●	operating<br> results below expectations;
●	loss<br> of any strategic relationship;
●	industry<br> developments;
●	economic<br> and other external factors; and
●	period-to-period<br> fluctuations in our financial results.

Because we are an emerging growth company with nominal revenues to date, you should consider any one of these factors to be material. Our stock price may fluctuate widely as a result of any of the above. In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

Wehave not paid cash dividends in the past and do not expect to pay cash dividends in the future on our common stock. Any return on investmentmay be limited to the value of our common stock.

We have never paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. The payment of cash dividends on our common stock will depend on earnings, financial condition and other business and economic factors at such time as the board of directors may consider relevant. If we do not pay cash dividends, our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.

Ourshares will be subject to the Penny Stock Reform Act, which will affect your ability to sell your shares in any secondary market, whichmay develop. If our shares are not listed on a nationally approved exchange or NASDAQ, we do not meet certain minimum financing requirements,or have a bid price of at least $5.00 per share, they will likely be defined as a “penny stock”. Broker-dealer practices,in connection with transactions in “penny stocks”, are regulated by the SEC. Rules associated with transactions in pennystocks include the following:

●	the<br> delivery of standardized risk disclosure documents;
●	the<br> provision of other information such as current bid/offer quotations, compensation to be provided broker-dealer and salesperson, monthly<br> accounting for penny stocks held in the customers’ account;
●	written<br> determination that the penny stock is a suitable investment for purchaser;
●	written<br> agreement to the transaction from purchaser; and
●	a<br> two-business day delay prior to execution of a trade

These disclosure requirements and the wide fluctuations that “penny stocks” often experience in the market may make it difficult for you to sell your shares in any secondary market, which may develop.

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Rule144 sales in the future may have a depressive effect on our stock price as an increase in supply of shares for sale, with no correspondingincrease in demand will cause prices to fall.

All of the outstanding shares of common stock held by the present officers, directors, and affiliate stockholders are “restricted securities” within the meaning of Rule 144 under the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. Rule 144 provides in essence that a person who is an affiliate or officer or director who has held restricted securities for six months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of a company’s outstanding common stock. There is no limit on the amount of restricted securities that may be sold by a non-affiliate after the owner has held the restricted securities for a period of six months if the company is a current reporting company under the 1934 Act. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to subsequent registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.

FINRAsales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Item1B. Unresolved Staff comments

None

Item2. Properties

Currently, we do not own any real estate, but are on a month-to-month lease for limited office space in Miami, Florida and have a one-year lease for an office in Sarasota, Florida. We are headquartered at 1645 Pine Tree Ln, Suite 2, Sarasota, FL 34236. Our phone number is: (866) 783-9435.

We believe that our current leases are adequate for our current needs, but growth potential may require larger facilities due to anticipated addition of personnel. We do not have any policies regarding investments in real estate, securities or other forms of property.

Item3. Legal Proceedings

We have no currently pending material legal proceedings.

Item4. Mine Safety Disclosures

Not applicable.

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PART

Item5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

MarketInformation

Shares of our common stock are listed for quotation on the OTC Markets Group’s Pink Open Market under the symbol “VIPZ.” Our shares, however, are not actively traded and there is currently no established public trading market for our shares of common stock. Any quotations that do occur reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Holdersof Our Common Stock

As of September 23, we had 71,994,990 shares of our common stock issued and outstanding, held by approximately 65 stockholders of record.

Dividends

We currently intend to retain future earnings for the operation of our business. We have never declared or paid cash dividends on our common stock, and we do not anticipate paying any cash dividends in the foreseeable future.

In the event that a dividend is declared, common stockholders on the record date are entitled to share ratably in any dividends that may be declared from time to time on the common stock by the Board from funds legally available.

There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

1.	We<br> would not be able to pay our debts as they become due in the usual course of business; or
2.	Our<br> total assets would be less than the sum of our total liabilities, plus the amount that would be needed to satisfy the rights of shareholders<br> who have preferential rights superior to those receiving the distribution.

RecentSales of Unregistered Securities

During our fiscal year ended June 30, 2024, all sales of equity securities that were not registered under the Securities Act were previously reported in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.

Purchaseof Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of our equity securities that are registered by us pursuant to Section 12 of the Exchange Act during our fourth quarter of our fiscal year ended June 30, 2024.

Item6. Selected Financial Data

Not required under Regulation S-K for “smaller reporting companies.”

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Item7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Thefollowing discussion of our financial condition and results of operations should be read in conjunction with our audited consolidatedfinancial statements and the related notes thereto and other financial information appearing elsewhere in this Annual Report. The followingdiscussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materiallyfrom those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussedbelow and elsewhere in this Annual Report, particularly in the section titled “Risk Factors.”

Resultsof Operations

FiscalYear Ended June 30, 2024, Compared to Fiscal Year Ended June 30, 2023

Revenuesand Costs of Revenues

Negative gaming revenues for the years ended June 30, 2024, and 2023 were $(1,098,374) and $(36,789), respectively. Costs of gaming revenues for the years ended June 30, 2024, and 2023 were $1,320,380 and $46,820, respectively. The increase in gross gaming loss and negative gross margin for the year ended June 30, 2024 compared to June 30, 2023 is as a result of increased sports betting during the current year as compared to the prior year when our operations commenced.

OperatingExpenses

Salaries and wages of $4,358,140 were incurred during the year ended June 30, 2024, compared to $5,477,939 during the year ended June 30, 2023.

The $1,119,799 decrease is primarily due to large bonuses and severance payments made during 2023 to former employees as per their employment and termination agreements.

Included in the 2023 Salaries and wages are bonuses of $425,000 paid to Mr. Linss and $50,000 paid to Mr. Thomas, our former Chief Executive Officers, respectively, pursuant to their respective employment agreements, $269,000 to Mr. Linss for severance, excluding employer taxes, and non-cash compensation totaling $1,161,669 of which $894,000 was for 2,980,000 shares of Series C preferred stock granted to Mr. Linss per the terms of his employment agreement, $94,750 and $23,687 in vested incentive stock options for Mr. Thomas and Mr. Fidaleo, our former Chief Financial Officer, respectively, $1,030,593 paid to key employees upon successful acquisition of ZenSports, Inc., assets, and $149,231 in vested incentive stock options for all other employees and contractors were included in salaries and wages.

Generaland Administrative Expenses

General and administrative costs for the years ended June 30, 2024, and 2023 were $2,834,698 and $1,880,658, respectively.

The $954,040 increase was primarily due to gaming license fees of $723,475 during 2024 compared to $119,881 in during 2023, which is due to the May 24, 2023 start of our gaming license and operations. Legal fees increased by $933,454 during the year ended June 30, 2024 as compared to the year ended June 30, 2023 primarily due to increased legal fees related to the ZenSports acquisition arbitration which was settled during the year. Accounting fees increased $239,859 during the year ended June 30, 2024 as compared to the year ended June 30, 2023 due to the switch in independent registered accounting firms and the increase in fees related to catching up on filings with the SEC.

Depreciationand Amortization

Depreciation and amortization for the years ended June 30, 2024, and 2023 were $1,785,522 and $104,484, respectively.

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The increase is principally related to amortizable costs of acquired assets and capitalized internally developed software being placed in service upon commencement of Sports Betting operations on June 8, 2023.

Salesand Marketing

Sales and Marketing for the years ended June 30, 2024, and 2023 were $3,517,265 and $276,783, respectively.

The $3,240,482 increase is principally related to promotional bonuses awarded to players beginning upon commencement of Sports Betting operations on June 8, 2023.

OtherExpenses

Total other expenses for the years ended June 30, 2024, and 2023 were $15,471,313 and $3,456,490, respectively.

The $12,014,824 increase is primarily due to the increase in the change in fair value of the derivative liability of $8,561,998 during the year ended June 30, 2024. The derivative is related to a conversion feature associated with the line of credit and convertible debt which is remeasured each reporting period.

In addition, interest expense – related party for the year ended June 30, 2024 increased by $2,400,191 compared to the year ended June 30, 2023. The increase was due to the increase in principal balance on the LOC during the year ended June 30, 2024.

NetLoss

Our net loss for the years ended June 30, 2024 and 2023 was $30,385,693 and $11,337,876, respectively.

The significant increase in the net loss is primarily related to the commencement of our sports betting operations which went live on June 8, 2023.

Liquidityand Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts payable and accrued expenditures, and capital expenditures, including the costs associated with internally developed software and attaining Gaming licenses.

As of June 30, 2024, and June 30, 2023, we had total current assets of $1,245,426, and $1,549,684, a working capital deficit of $20,782,894, and $13,335,862, respectively.

Net cash used in operating activities during the year ended June 30, 2024, was $11,301,366 compared to $6,795,123, for the year ended June 30, 2023.

The $4,506,243 increase in negative operating cash flow from operations during the year ended June 30, 2024, as compared to the year ended June 30, 2023, is principally the result of the $22,531,817 increase in net loss primarily related to an increase in net gaming loss of $2,335,146, a $1,141,779 increase in general and administrative costs, a $3,240,482 increase in Sales and Marketing costs and an increase in depreciation and amortization of $1,681,038. All increases are as a result of obtaining our gaming license in Tennessee in May 2023 and going live with our sports betting app in Tennessee in June 2023.

As a result of the commencement of our operations, our net cash flows provided by prepaid and other current assets increased by $1,883,717 during 2024 compared to 2023 primarily as a result of the payments of prepaid annual gaming license and obtaining and prepaying a portion of cyber and E&O insurance in the year ended June 30, 2023.

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Our cash flows from accounts payable and accrued expenses decreased by $489,371 during 2024 compared to 2023 primarily as a result of an increase in legal and other professional fees. The increase in legal and professional fees is associated with the ZenSports arbitration and more filings with the Securities and Exchange commission than in the prior year. The increase in accounts payable is also due to our general and securities council having provided us with generous informal extended payment terms to support our start-up and growth, we do not know if or for how long they will continue to provide extended payment terms.

Our cash flows from accrued expenses related-party increased by $672,550 during 2024 compared to 2023, primarily as a result of the increase in accrued interest associated with the increase in related party borrowings on the LOC.

Our players balances increased by $178,812 during 2024 compared to 2023, as result of our going live with sports betting during June 2023.

Net cash used in investing activities during the year ended June 30, 2024, was $476,956 compared to $1,704,014 for the year ended June 30, 2023.

The decrease is principally related to the $750,000 cash paid in the prior year to acquire certain assets of ZenSports, Inc., the $339,741 decrease in cash paid for capitalized software during the year ended June 30, 2024 as compared to the year ended June 30, 2023, and the investment of $135,837 in capitalized gaming license costs, primarily legal and professional fees associated with obtaining our gaming license from Tennessee during the prior year.

Net cash provided by financing activities during the year ended June 30, 2024, was $11,872,689 compared to $8,788,292 for the year ended June 30, 2023.

The $3,084,397 increase in net cash provided from financing activities during the year ended June 30, 2024, as compared to the year ended June 30, 2023, was principally the result of the receipt of $11,660,000 in proceeds from the related party demand line of credit as compared to $3,685,338 during the year ended June 30, 2023. The increase was partially offset by a decrease of $2,467,500 in proceeds from the issuance of common stock during 2024 compared to 2023 as well as a decrease in proceeds from related party notes payable in the amount of $1,600,000.

As of September 15, 2022, we ceased all operations relating to our prior business and continued executing our business plan for our current business which began on June 16, 2022. During the year ended June 30, 2023, we executed our original business plan through January 10, 2023, at which time we replaced our CEO and commenced executing our revised business plan to solely focus on obtaining a gaming license in Tennessee and commencing sports betting revenues. We obtained our gaming license in May 2023 and on June 8, 2023 commenced sports betting operations.

Since our Current business has a limited history of generating revenues or operating successfully, we will be dependent upon, among other things, achieving a level of profitable operations and receiving additional cash infusions including securing additional lines of credit and raising additional capital through the placement of preferred and/or common stock in order to implement our business plan. Because of our limited operating history, it is difficult to predict our capital needs on a monthly, quarterly, or annual basis. We will have limited capital available to us if we are unable to raise money through private equity offerings or find alternate forms of financing.

On July 24, 2023, we issued a press release announcing the commencement of an offering of up to $10.0 million of the Company’s Common Stock, at a purchase price of $1.00 per share. To date we have not closed any of this financing and may not be able find a willing market. We continue to explore various avenues and forms of financing and to aggressively increase revenues. However, management has limited bandwidth, we are in a transitioning financial market, and there can be no assurance that we will be successful in raising sufficient capital timely.

We expect our revenues to increase over time but we lack sufficient history to accurately forecast the amount or time required to generate sufficient revenues to cover our current or future burn rate.

We expect to incur significant increases in operating costs. The expected significant increases in costs will include, but not be limited to, costs relating to License maintenance, technology development and maintenance, sales and marketing, labor for both existing and new personnel, and other operating cost increases due to the current inflationary market place we operate in. The expected increase in operating costs is a byproduct of transitioning from a development stage business to a revenue generating operating business.

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GoingConcern

Our consolidated financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the U.S. and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. We had an accumulated deficit of $43,504,774 as of June 30, 2024. We had a net loss of $30,385,693 and negative cash flows of $11,301,366 from operations for the year ended June 30, 2024. These conditions raise substantial doubt about our ability to continue as a going concern.

As of September 15, 2022, we ceased all operations relating to our prior business and focused exclusively on our current business plan. During the year ended June 30, 2023, we executed our original business plan through January 10, 2023, at which time we replaced our CEO and commenced executing our revised business plan to solely focus on obtaining a gaming license in Tennessee and commencing sports betting revenues. We obtained our gaming license in May 2023 and went live with our sports betting app and commenced revenues in June 2023. Since our current business has a limited history of generating revenues or operating successfully, we will be dependent upon, among other things, achieving a level of profitable operations and receiving additional cash infusions including securing additional lines of credit and raising additional capital through the placement of preferred and/or common stock in order to implement our business plan. Because of our limited operating history, it is difficult to predict our capital needs on a monthly, quarterly, or annual basis. We will have limited capital available to us if we are unable to raise money through private equity offerings or find alternate forms of financing. On July 24, 2023, issued a press release announcing the commencement of an offering of up to $10.0 million of the Company’s Common Stock, at a purchase price of $1.00 per share. To date we have not closed any of this financing and may not be able find a willing market. We continue to explore various avenues and forms of financings and to aggressively increase revenues. We will be dependent upon, among other things, achieving a level of profitable operations and receiving additional cash infusions including securing additional lines of credit and raising additional capital through the placement of preferred and/or common stock in order to implement our business plan. There can be no assurance that we will be successful in order to continue as a going concern. We are funding our business operations by utilizing a related party demand line of credit, borrowing on short term related party demand notes payable, issuing preferred stock, and issuing common stock through private placements.

We cannot be certain that capital will be provided when it is required or in amounts sufficient to meet our operating requirements. Management believes the existing stockholders, the prospective new investors, and future sales will provide the additional cash needed to meet our obligations as they become due and will allow the development of our core business operations. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, it may contain restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. If adequate working capital is not available, we may not continue our operations.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset-carrying amounts or the amount and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Off-BalanceSheet Arrangements

As of June 30, 2024, there were no off-balance sheet arrangements.

EmergingGrowth Company Status

●	have<br> an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
●	comply<br> with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation<br> or a supplement to the auditor’s report providing additional information about the audit and the consolidated financial statements<br> (i.e., an auditor discussion and analysis);
●	submit<br> certain executive compensation matters to stockholder advisory votes, such as “say-on-pay” and “say-on-frequency;”<br> and
●	disclose<br> certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons<br> of the CEO’s compensation to median employee compensation.

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Item7A. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, and are not required to provide the information under this Item.

Item8. Financial Statements and Supplementary Data

The information required by this Item is incorporated herein by reference to the consolidated financial statements and supplementary data set forth in Item 15 - “Exhibits and Consolidated Financial Statement Schedules” of Part IV of this Annual Report.

Item9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

There were no changes in, disagreements or reportable events required to be disclosed under Item 304(b) of Regulation S-K.

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Item9A. Controls and Procedures

Evaluationof Effectiveness of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer(s) and principal financial officer(s), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the fiscal year ended June 30, 2024.

Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective in providing reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Management’sAnnual Report on Internal Control Over Financial Reporting

Our management is also responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

1.	pertain<br> to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the<br> assets of our company;
2.	provide<br> reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with<br> GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;<br> and
3.	provide<br> reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that<br> could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at June 30, 2024. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria, management determined that our internal controls over financial reporting were not effective as of June 30, 2024, and that material weaknesses exist in our internal control over financial reporting and disclosures.

Management identified material weaknesses in the financial statement closing process as well as errors over financial reporting which required us to restate our prior quarters financial statements. These errors related to material adjustments over the valuation of the conversion feature associated with the related party demand line of credit. This was primarily the result of our lack of documentation of internal control in place, limited accounting personnel and lack of segregation of duties. These material weaknesses resulted in the restatement of our balance sheet and statement of operations as of March 31, 2024.

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Remediationof Material Weaknesses in Internal Control Over Financial Reporting

Our management is committed to improving its internal controls. Due to the nature of these material weaknesses, it is reasonably possible that misstatements which could be material to the interim consolidated financial statements could occur that would not be prevented or detected during our financial close and reporting process.

We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this annual report, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we intend to develop a comprehensive plan and implement the changes. The plan will include: (i) appointing additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopting sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Auditor’sReport on Internal Control over Financial Reporting

This annual report does not include a standard internal control report by our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to current rules of the SEC that permit us, as a smaller reporting company and an emerging growth company, to provide only management’s report in this annual report.

Changesin Internal Control over Financial Reporting

In connection with our continued monitoring and maintenance of our controls procedures as part of the implementation of Section 404 of the Sarbanes-Oxley Act, we continue to review, test, and improve the effectiveness of our internal controls over financial reporting. There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth fiscal quarter of our fiscal year ended June 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART

III

Item10. Directors, Executive Officers and Corporate Governance.

The following table sets forth the names and ages of our current directors and executive officers as of the date of this Annual Report on Form 10-K, their positions with us and the date they were first appointed to such positions.

Name	Age	Position	Date First Appointed
Bruce<br> Cassidy	74	Chief<br> Executive Officer, Secretary and Director	December<br> 17, 2021^(1)^
Jacob<br> Shrader	25	Chief<br> Operations Officer	November<br> 1, 2023
James<br> Mackey	57	Chief<br> Financial Officer	March<br> 1, 2024
(1)	Mr.<br> Cassidy was appointed our Chief Executive Officer as of January 4, 2024 and prior to that<br> he was appointed our Interim Chief Executive Officer as of October 31, 2023. Mr. Cassidy<br> was also appointed our Secretary as of December 17, 2021 and as a member and chairman of<br> the Board as of June 28, 2022.
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BruceCassidy: Since 2019, Mr. Cassidy has served as a member of the board of directors of Loop Media, Inc. (OTC: LPTV), a Glendale, California-based multichannel digital platform media company that offers self-curated, premium videos to customers in OOH venues and D2C on their personal in-home and mobile devices. Since November 2020, he has served as chairman of the board of Assisted 4 Living Inc. (OTC: ASSF), a Bradenton, Florida-based entity that provides, among other services, daily medical care for medically fragile and chronically ill children. Bruce also currently serves as chairman of the board of Segmint, Inc. He serves as Chairman of the Sarasota Green Group, the Executive Chairman of each of CelebYou LLC and CelebYou Productions, and is on the board of directors of Selinsky Force LLC. He was also the founding investor and served on the board of directors of Ohio Legacy Corp. Previously, Mr. Cassidy was the founder and CEO of Excel Mining Systems from 1991 until its sale in 2007 to Orica Mining Services, and from 2008 to 2009, served as the President and CEO of one of its subsidiaries, Minora North & South Americas. Bruce currently serves as President of The Concession Golf Club in Sarasota, Florida.

JacobShrader: Mr. Shrader has spent the majority of his professional career as a member of ZenSports Inc. and the Company following the acquisition of ZenSports Inc. in June 2022. He originally joined ZenSports Inc. in 2020 as the General Manager of Esports, and has served multiple roles within the Marketing, Business Development, and Operational groups, most recently as the Chief Marketing Officer of the Company. Mr. Shrader graduated from Tufts University with a Bachelor’s Degree in Economics where he provided insight into the gaming space to both the private and public sector through his work in the financial industry as well as independent journalism channels.

JamesMackey: With more than 30 years of experience in financial services, investment banking and public accounting, Mr. Mackey has a track record of senior leadership roles across a wide variety of businesses. Most recently, from July 2020 to December 2023, Mr. Mackey served as Executive Vice President and Chief Financial Officer of the Consumer Lending Division at Wells Fargo, with over $12 billion in revenue across multiple businesses including credit cards, mortgage, merchant services, auto lending and personal lending. Prior to Wells Fargo, Mr. Mackey served as Executive Vice President, Chief Financial Officer and member of the Operating Committee at Freddie Mac from November 2013 to June 2020. As CFO of Freddie Mac, a $2 trillion asset company providing liquidity and stability to the home mortgage market, Mr. Mackey was a key leader in driving financial, operational, and cultural change to prepare the company for a competitive commercial future. Mr. Mackey also served as Chief Financial Officer from 2010 to 2013 at Ally Financial, an all-digital bank which serves 11 million customers across a variety of banking, lending and brokerage services. Prior to that, he spent 11 years at Bank of America serving in many roles, including Managing Director in Structured Products and Divisional Chief Financial Officer. Mr. Mackey earned his Master’s Degree in Accounting and a Bachelor’s Degree in Business Administration from the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill.

Termof Office

Each of our directors is elected or appointed to hold office for a one-year term expiring at the next annual meeting of our stockholders or until his successor has been elected or appointed and qualified, or until his earlier death, resignation, or removal. There are no agreements with respect to the election of directors. Our executive officers are appointed by the Board and serve at the discretion of the Board or until they resign.

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FamilyRelationships

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

Involvementin Certain Legal Proceedings

None of our directors and executive officers has been involved in any legal or regulatory proceedings, as set forth in Item 401 of Regulation S-K, during the past ten years.

DelinquentSection 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who are beneficial owners of more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC.

Based solely upon our review of Forms 3 and 4 and amendments thereto filed electronically with the SEC during our most recent fiscal year, and a review of Forms 5 and amendments thereto filed electronically with the SEC with respect to our most recent fiscal year, we believe that all of our directors, executive officers and any other applicable stockholders timely filed all reports required by Section 16(a) of the Exchange Act during the fiscal year ended June 30, 2024, except for the following: (i) Mark Thomas failed to file a Form 4 which was due on November 2, 2023, and failed to file a Form 5; (ii) James Mackey failed to file a Form 3 which was due on March 11, 2024, and failed to file a Form 5; (iii) Anthony J. Fidaleo failed to file a Form 4 which was due on September 19, 2023, and failed to file a Form 5; (iv) Bruce Cassidy and his affiliated entity, Excel Family Partners LLLP, failed to file Forms 4 covering transactions that each required Form 4 filings due on July 20, 2023, September 18, 2023 and December 29, 2023, and failed to file a Form 5; and (v) Jacob Shrader failed to file a Form 3 which was due on November 11, 2023, and failed to file a Form 5.

Codeof Ethics

We intend to have our Board adopt a Code of Ethics that applies to all of our executive officers and employees, including our Chief Executive Officer and Chief Financial Officer prior to the end of our fiscal year ending June 30, 2025. We have not yet adopted a Code of Ethics because we are in the process of reshaping our Board to include additional members who would advise on such policy.

Boardand Committee Meetings

During the fiscal year ended June 30, 2024, the Board consisted of only one member and therefore does not have any standing committees. All proceedings of the Board were conducted by resolutions consented to in writing by the sole director and filed with the minutes of the proceedings of the Board. Such resolutions consented to in writing by the sole director entitled to vote on that resolution at a meeting of the Board are, according to the Nevada Business Corporation Act and our Bylaws, as valid and effective as if they had been passed at a meeting of the Board duly called and held.

NominationProcess

As of June 30, 2024, we did not affect any material changes to the procedures by which our stockholders may recommend nominees to the Board. The Board does not have a policy with regards to the consideration of any director candidates recommended by our stockholders. The Board has determined that it is in the best position to evaluate our requirements as well as the qualifications of each candidate when it considers a nominee for a position on the Board. If stockholders wish to recommend candidates directly to the Board, they may do so by sending communications to our Chief Executive Officer at the address on the cover of this annual report.

AuditCommittee

Currently our audit committee consists of the entire Board. We do not have a separately-designated standing audit committee as we currently have limited working capital and minimal revenues. Should we be able to raise sufficient funding to execute our business plan, we intend to form an audit committee and other applicable committees utilizing our directors’ expertise.

From inception to present date, we believe that the members of the Board have been and are capable of analyzing and evaluating our consolidated financial statements and understanding internal controls and procedures for financial reporting.

AuditCommittee Financial Expert

We do not currently have an audit committee financial expert because we do not have an audit committee. We also do not have a director who is qualified to act as financial expert of an audit committee.

InsiderTrading Policy

We intend to adopt an insider trading policy to promote compliance with federal and state securities laws that prohibit certain persons who are aware of material nonpublic information about a company from: (i) trading in securities of that company; or (ii) providing material nonpublic information to other persons who may trade on the basis of that information. We have not yet adopted an insider trading policy because we are in the process of reshaping our Board to include additional members who would advise on such policy.

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Item11. Executive Compensation.

The following table sets forth all compensation awarded to, earned by, or paid to the following “named executive officers,” which is defined as follows:

(a)	all<br> individuals serving as our principal executive officer (PEO) or acting in a similar capacity<br> during our fiscal year ended June 30, 2024; and
(b)	our<br> two most highly compensated executive officers other than the PEO who were serving as executive<br> officers at the end of our fiscal year ended June 30, 2024; and

Summary

Compensation Table

Name	Title	Year
Bruce<br> Cassidy	Chief<br> Executive Officer, Principal Executive Officer and Secretary (1)	2024
Mark<br> Thomas	Chief<br> Executive Officer, Principal Executive Officer and President (2)	2024
		2023
Jacob<br> Shrader	Chief<br> Operations Officer (3)	2024
James<br> Mackey	Chief<br> Financial Officer, Treasurer, Principal Financial Officer and Principal Accounting Officer (4)	2024

All values are in US Dollars.

(1)	Mr.<br> Cassidy was appointed our Interim Chief Executive Officer as of October 31, 2023 and was<br> appointed our Chief Executive Officer and Principal Executive Officer as of January 4, 2024.<br> Mr. Cassidy was appointed our Secretary as of December 17, 2021, and as a member and chairman<br> of the Board as of June 28, 2022.
(2)	Mr.<br> Thomas was appointed our Chief Executive Officer, Principal Executive Officer, President,<br> and Chief Technology Officer on January 10, 2023. Prior to accepting the new positions, Mr.<br> Thomas was our Chief Product Officer beginning June 15, 2022. Mr. Thomas resigned from all<br> officer positions as of October 31, 2023.
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(3)	Mr.<br> Shrader was appointed our Chief Operations Officer as of November 1, 2023.
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(4)	Mr.<br> Mackey was appointed our Chief Financial Officer, Principal Financial Officer, Principal<br> Accounting Officer and Treasurer as of March 1, 2024.
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Narrativeto Compensation Table

Bruce Cassidy does not receive any compensation in connection with serving as our Chief Executive Officer, Principal Executive Officer, Secretary and Chairman of the Board.

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Mark Thomas was the founder and former Chief Executive Officer of ZenSports, Inc. We acquired certain technical assets of ZenSports Inc. on August 26, 2022. As part of the cash portion of the purchase price, Mr. Thomas was paid $50,000 as a bonus on behalf of ZenSports Inc., which is included in All Other Compensation for fiscal year 2023. Pursuant Mr. Thomas’ offer letter dated January 10, 2023, he received an annual salary of $380,000 and 1,000,000 options to purchase our common stock. The options were granted on April 10, 2023, and consisted of 800,000 incentive stock options and 200,000 non-qualified stock options, together the “options”. The options vested as to 25% of the shares on June 16, 2023 with a fair market value of $94,750. Thereafter, the options further vested as to 1/48th of the shares subject to the option on the 16th day of each month, beginning on July 16, 2023, for a period of 36 months; provided he provided continuous service to us through each such vesting date. Mr. Thomas resigned as of October 31, 2024. As of that date, an additional 83,333 options had vested with a fair market value of $31,583. On February 6, 2023, pursuant to a supplemental to the offer letter, Mr. Thomas received additional incentives, including:

●	In<br> the event we received a sports betting license (or equivalent) in the State of Tennessee,<br> within 30 days after the issue date, Mr. Thomas was entitled to a cash bonus of $50,000.<br> Mr. Thomas was paid the $50,000 bonus on May 24, 2023.
●	In<br> the event our net loss for our 2022-2023 fiscal year, as determined by our Chief Financial<br> Officer, is less than $6,197,719 (the “Benchmark”), Mr. Thomas was entitled to<br> a cash bonus in an amount equal to 8% of the difference of the actual net loss minus the<br> Benchmark. Mr. Thomas was not paid a cash bonus since the net loss for our fiscal year 2022-2023<br> was not less than the Benchmark.

●

In the event we received a sports betting license (or equivalent) in the State of Tennessee, within 30 days after the issue date, Mr. Thomas was entitled to a cash bonus of $50,000. Mr. Thomas was paid the $50,000 bonus on May 24, 2023.

●

In the event our net loss for our 2022-2023 fiscal year, as determined by our Chief Financial Officer, is less than $6,197,719 (the “Benchmark”), Mr. Thomas was entitled to a cash bonus in an amount equal to 8% of the difference of the actual net loss minus the Benchmark. Mr. Thomas was not paid a cash bonus since the net loss for our fiscal year 2022-2023 was not less than the Benchmark.

Jacob Shrader receives an annual salary of $210,000. On April 10, 2023, Mr. Shrader was granted 150,000 incentive stock options. The options vested as to 25% of the shares on June 16, 2023 with a fair market value of $14,213. Thereafter, the options further vested as to 1/48th of the shares subject to the option on the 16th day of each month, beginning on July 16, 2023, for a period of 36 months; provided he provided continuous service to us through each such vesting date. During fiscal year 2024, 37,500 additional options vested with a fair market value of $14,213.

James Mackey receives an annual salary of $275,000 pursuant to the terms of an offer letter he entered into with us on February 29, 2024. The $91,667 of salary in year 2024 represents four month’s of salary.

OutstandingEquity Awards at Fiscal Year End

The following table sets forth certain information regarding all outstanding equity awards held by our named executive officers as of June 30, 2024.

OPTION

AWARDS

Name
Bruce<br> Cassidy	-	-	-
Mark<br> Thomas (1)	-	-	-
Jacob<br> Shrader	75,000	75,000	04/10/2033
James<br> Mackey	-	-	-

All values are in US Dollars.

(1)	While<br> Mr. Thomas was a named executive officer during our fiscal year ended June 30, 2024, he resigned<br> from all officer positions as of October 31, 2023.

DirectorCompensation

We have not compensated our directors for service on the Board or reimbursed for expenses incurred for attendance at meetings of the Board for the fiscal year ended June 30, 2024. We do not have any agreements for compensating our directors for their services in their capacity as directors. The Board may, however, in the future determine to pay directors’ fees and reimburse directors for expenses related to their activities as such.

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EquityCompensation Plan Information

On December 28, 2021, our Board approved the 2021 stock option plan (“2021 Plan”). The 2021 Plan was subject to the approval of our stockholders within 12 months of the Board’s approval. We did not seek approval of the 2021 Plan from our stockholders on or before December 28, 2022, and no awards of any type were granted under the 2021 Plan.

On April 10, 2023, the Board terminated the 2021 Plan and approved a new stock option plan for our director’s officers, employees, advisors, and contractors containing the same terms and conditions as the 2021 Plan (the “2023 Plan”). The 2023 Plan was approved by our stockholders on March 15, 2024. In connection with the approval of the 2023 Plan, the Board granted Incentive Stock Options (“ISOs”) and Non statutory Stock Options (“NSOs”) under the 2023 Plan to employees and advisors of the Company to purchase a total of 3,250,000 shares of our common stock at an exercise price of $0.50 per share (the “Awards”).

The 2023 Plan provides eligible participants with benefits consisting of one or more of the following: ISOs, NSOs, and bonuses in the form of our common stock (“Stock Bonuses”). The Board or a committee of directors will administer the 2023 Plan and determine what employees or officers will receive an award under the 2023 Plan. ISOs, which are intended to be compliant with Section 422 of the Internal Revenue Code, may be awarded only to our employees. NSOs and Stock Bonuses are not subject to Section 422 of the Internal Revenue Code and can be awarded to employees and non-employees.

As with the 2021 Plan, the aggregate number of shares of our authorized but unissued common stock that can be awarded under the 2023 Plan is 5,960,000, whether in the form ISOs, NSOs, or Stock Bonuses (or a combination thereof). Awards can be issued under the 2023 Plan for ten years from the date the Board approved the 2023 Plan. ISOs may be exercised during a period no longer than ten years from the date of the award (five years for individuals who own more than 10% of the combined voting power of the Company). NSOs may be exercised for a maximum period of ten years from the date of the award. ISOs and NSOs may not be exercised after the earlier of the following: (a) in the event of termination for cause (as defined by the plan): the date of termination; (b) in the event of termination due to death or disability: the earlier of the ISO or NSO’s expiration or one year after the termination due to death or disability; (c) in the event of termination for any other reason: three months following the date of termination.

The following table summarizes the number of shares of our common stock authorized for issuance under our equity compensation plans (including individual compensation arrangements) as of June 30, 2024.

Plan<br> Category	Number of securities<br> <br>to be issued upon<br> <br>exercise of outstanding<br> <br>options, warrants and<br> <br>rights<br> <br>(a)		Weighted-average<br> <br>exercise price of<br> <br>outstanding options,<br> <br>warrants and rights<br> <br>(b)	Number of securities<br> <br>remaining available<br> <br>for future issuance<br> <br>under equity<br> <br>compensation plans (excluding securities<br> <br>reflected in column (a)<br> <br>(c)
Equity<br> compensation plans approved by security holders	3,250,000	$	0.50	2,710,000
Equity<br> compensation plans not approved by security holders	0	$	0	0
Total	3,250,000	$	0.50	2,710,000

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Item12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth, as of September 23, 2024, certain information with respect to the beneficial ownership of shares of our common stock by: (i) each of our directors (including director nominees); (ii) each of our named executive officers; (iii) our directors and executive officers as a group; and (iv) each stockholder known by us to be the beneficial owner of more than 5% of our outstanding common stock. To our knowledge, none of the shares reported below are pledged as security.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option, or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. As of September 23, 2024, we had 71,994,990 shares of common stock and 11,693 shares of Series B preferred issued and outstanding.

	Common<br> Stock
Name<br> of Beneficial Owner (1)		Number of<br> <br>Shares Owned	Percent of<br> <br>Class		Number of<br> <br>Shares Owned	Percent of<br> <br>Class
Bruce<br> Cassidy (3)		81,285,039	75.39	%	11,693	100	%
Mark<br> Thomas (4)		-	-		-	-
Jacob<br> Shrader (5)		87,500	*		-	-
James<br> Mackey		-	-		-	-
All<br> Directors and Officers as a Group (4 persons)		81,372,539	75.41	%	11,693	100	%
5%<br> Holders
ZS<br> Liquidating, Inc. (6)		5,500,000	7.64	%	-	-
*	Indicates<br> beneficial ownership of less than 1% of the outstanding shares of our common stock.
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(1)	Unless<br> otherwise indicated, the address of each of the individuals and entity listed below is c/o<br> VIP Play, Inc. 1645 Pine Tree Lane, Sarasota, FL 34326.
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(2)	Holders<br> of Series B preferred stock vote with the common stockholders on an as-converted basis, with<br> each share of Series B preferred stock converting into 100 shares of common stock, on all<br> matters submitted to a vote by holders of our common stock; but, with respect to the election<br> of directors, however, the majority of the holders of Series B preferred stock shall have<br> the power to elect a majority of the then-seated or to-be-seated members of our Board and<br> the common stockholders are entitled only to elect a minority of the then-seated or to-be-seated<br> members of our Board.
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(3)	Consists<br> of: (i) 19,028,000 shares of common stock held of record by Eagle Investment Group, LLC,<br> of which Mr. Cassidy is the manager; (ii) 1,169,300 shares of common stock underlying 11,693<br> immediately convertible shares of Series B Preferred Stock held of record by Eagle Investment<br> Group, LLC; (iii) 24,933,374 shares of common stock held of record by Excel Family Partners,<br> LLLP, of which Mr. Cassidy is the indirect general partner as sole manager of a limited liability<br> company that is the general partner of Excel Family Partners; (iv) 8,460,000 shares of common<br> stock underlying immediately exercisable warrants held of record by Excel Family Partners,<br> LLLP; (v) 11,753,164 shares of common stock underlying the immediately convertible Sixth<br> Amended and Restated Discretionary Convertible Revolving Line of Credit Demand Note held<br> of record by Excel Family Partners, LLLP; (vi) 1,500,000 shares of common stock held of record<br> by Excel Members, LLC, of which Mr. Cassidy is the co-manager with two other people and may<br> be deemed to share voting and investment power with respect to these shares; and (vii) 14,441,201<br> shares of common stock underlying the immediately convertible Discretionary Convertible Revolving<br> Line of Credit Demand Note held of record by Excel Family Partners, LLLP.
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(4)	While<br> Mr. Thomas was a named executive officer during our fiscal year ended June 30, 2023, he resigned<br> from all officer positions as of October 31, 2023.
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(5)	Consists<br> of 87,500 shares of common stock underlying immediately exercisable options held of record<br> by Mr. Shrader. The options are exercisable any time before April 10, 2033.
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(6)	On<br> or about September 9, 2024, ZenSports, Inc., a Delaware corporation, changed its name to<br> ZS Liquidating, Inc.
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Item13. Certain Relationships and Related Transactions, and Director Independence.

(a)	Transactions with Related Persons

Except as disclosed herein, no director, executive officer, stockholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since July 1, 2022, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last two completed fiscal years.

On July 11 and 12, 2022, we entered into Securities Purchase Agreements with: (1) Excel for the purchase of 1,000,000 shares of our Series C Convertible Preferred Stock (“Series C Preferred”) at a price of $0.30 per share for an aggregate purchase price of $300,000; and (2) Corespeed, LLC, an entity wholly-owned by John Linss, at that time our Chief Executive Officer and a member of the Board, for the purchase of 333,333 shares of Series C Preferred at a price of $0.30 per share for an aggregate purchase price of $99,999.90.

On August 16, 2022, we amended and restated a non-revolving line of credit demand note for $250,000 (the “Excel Note”) we executed with Excel Family Partners, LLLP (“Excel”), a company controlled by Bruce Cassidy, on February 22, 2022. The Excel Note accrued interest at 5% per annum and was due and payable upon demand. The Excel Note did not constitute a committed line of credit. Loans under the Excel Note were made by Excel in its sole and absolute discretion. Upon repayment of any amount of principal or interest under the Excel Note, we were not able to reborrow thereunder. The amendment and restatement of the Excel Note increased the principal amount to not more than $2,000,000, and all other terms and conditions remained the same.

On September 12, 2022, we entered into an Asset Purchase Agreement with Excel Members, LLC to acquire certain assets of Excel Members. Bruce Cassidy was the beneficial owner of a 53.7% membership interest in Excel Members and one of its three managers. Prior to entering into the transaction, Excel Members acquired certain assets of Ultimate Gamer, LLC (the “UG Assets”). We purchased a portion of the UG Assets, consisting primarily of intellectual property, including trademarks, domain name registrations and database(s) of users and gamers. We did not assume any liabilities or obligations of Excel Members or Ultimate Gamer of any kind, whether known or unknown, contingent, matured or otherwise. Pursuant to the terms and conditions of the Asset Purchase Agreement, the aggregate purchase price paid to Excel Members consisted of 1,500,000 shares of our common stock, valued at $1.00 per share.

On February 24, 2023, the Excel Note was amended and restated a second time whereby: (1) the principal amount was increased to not more than $4,000,000; (2) the interest rate was increased to 15% per annum; (3) Excel may, at its sole option, convert all or any portion of the debt into fully paid and non-assessable shares of our common stock.at a conversion price in an amount equal to the product of the lowest recent price multiplied by 80% where the lowest recent price is defined, as of each applicable conversion rate, the lowest price per share that we have sold one or more shares to an investor or lender within the 24-month period prior to the applicable conversion date; provided, however, that if no shares were sold within such 24-month period, the lowest recent price will be $0.50 per share (the “Conversion Price”); (4) Excel was issued a common stock warrant exercisable on a cash or cashless basis for up to 4,000,000 shares of our common stock at an exercise price of $0.25 per share, with an expiration date of February 1, 2028; and (5) the outstanding indebtedness remained due and payable upon demand.

On February 27, 2023, we entered into Stock Redemption and Purchase Agreement with Mr. John Linss and his wholly-owned entity, Corespeed, LLC, for the purchase of Series C Convertible Preferred Stock owned by Corespeed, LLC. We paid $300,000 at the closing and entered into a promissory note for the remaining $1,700,000 of the purchase price. The note bears interest at a rate of 5% per annum,, and requires the following payments: (i) no less than $850,000.00, in aggregate, of one or more payments is due by the 12-month anniversary of the note; and (ii) a balloon payment for the balance of the note is due by the earlier of the 24-month anniversary of the note or five days after our common stock is listed for public trading on either the Nasdaq Stock Market, the New York Stock Exchange, or the NYSE American (an “Uplisting”). On February 23, 2024, the Company and Mr. Linss entered into a First Amendment to Promissory Note dated February 19, 2024 which amended the repayment terms of the note. Pursuant to the note amendment, the note will be repaid as follows: (i) $425,000.00 of the indebtedness was paid on February 27, 2024; (ii) commencing on April 1, 2024, and continuing on the first day of each calendar month thereafter, equal monthly payments of principal and interest (based on a two (2) year amortization) in the amount of $59,665.09 are due and payable; and (iii) the balance of the indebtedness is to be paid on the earliest of: (a) April 1, 2026; (b) the fifth day after the occurrence of the Uplisting; or (c) the fifth day after the occurrence of a change of control.

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On May 5, 2023, we entered into a promissory note with Excel in the principal amount of $1,600,000 (the “May Note”). The May Note matures on November 4, 2023, at which time the outstanding principal amount under the May Note, along with a flat funding fee of $160,000 is due and payable in full. In connection with entering the May Note, we issued a common stock warrant to purchase 1,600,000 shares of our common stock at an exercise price of $0.25 per share (the “May Warrant”). The May Warrant may be exercised on a cash or cashless basis any time through May 4, 2028. The May Note was rolled into the Excel Note in connection with the fourth amendment and restatement on September 14, 2023.

On July 18, 2023, the Excel Note was amended and restated for a third time whereby: (1) the principal amount was increased to not more than $5,000,000; (2) the interest rate remained the same; (3) the note remained convertible at the Conversion Price; (4) Excel was issued a common stock warrant exercisable on a cash or cashless basis for up to 1,000,000 shares of our common stock at an exercise price of $0.25 per share, with an expiration date of July 17, 2028; and (5) the outstanding indebtedness remained due and payable upon demand.

On September 14, 2023, the Excel Note was amended and restated for a fourth time whereby: (1) the principal amount was increased to not more than $10,000,000; (2) the interest rate remained the same; (3) the note remained convertible at the Conversion Price; (4) Excel was issued a common stock warrant exercisable on a cash or cashless basis for up to 3,400,000 shares of our common stock at an exercise price of $0.25 per share, with an expiration date of September 13, 2028; and (5) the outstanding indebtedness remained due and payable upon demand.

On December 29, 2023, the Excel Note was amended and restated for a fifth time whereby: (1) the principal amount available was decreased to not more than $2,000,000; (2) the interest rate remained the same; (3) the note remained convertible at the Conversion Price; and (4) the outstanding indebtedness remained due and payable upon demand. The day prior a total of $10,366,652.74 of indebtedness under the Excel Note was converted into shares of our common stock at a conversion price of $0.40 per share (based on the sale by us of shares within the last two years at $0.50 per share multiplied by 80%). As a result of the conversion, the outstanding indebtedness under the Excel Note was reduced to $1,135,000.

On August 7, 2024, the Excel Note was amended and restated for a sixth time whereby: (1) the principal amount available was increased to not more than $4,110,000; (2) the interest rate remained the same; (3) the note remained convertible at the Conversion Price; and (4) the outstanding indebtedness remained due and payable upon demand.

On August 7, 2024, we also executed a new Discretionary Convertible Revolving Line of Credit Demand Note with Excel in the principal amount of not more than $5,000,000 (the “New LOC”). The terms and conditions for all loans made under the New LOC are substantially similar in all respects to loans made under the Excel Note, except that: (1) the interest rate under the New LOC was reduced to 12.0% per annum; (2) monthly interest only payments don’t begin until October 1, 2024; (3) the look back period to determine the “lowest recent price” for the conversion rate was reduced to a 12-month period; and (4) while the outstanding principal and accrued and unpaid interest are due and payable upon demand, the New LOC has a maturity date of April 1, 2025.

(b)	Director independence

Mr. Bruce Cassidy is the sole member of our Board. Pursuant to Item 407(a)(1)(ii) of Regulation S-K of the Securities Act, our Board has adopted the definition of “independent director” as set forth in Rule 4200(a)(15) of the rules of The Nasdaq Stock Market LLC. In summary, an “independent director” means a person other than an executive officer or employee of the Company or any other individual having a relationship which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and includes any director who accepted any compensation from us in excess of $200,000 during any period of twelve consecutive months with the past three fiscal years. The ownership of our stock will not preclude a director from being independent.

In applying this definition, our Board has determined that Mr. Cassidy does not qualify as an “independent director” pursuant to such Rule 4200(a)(15).

Item14. Principal Accounting Fees and Services

Below are tables of Audit Fees (amounts in US$) billed by our auditors in connection with the audit of our annual financial statements and review of financial statements included in our quarterly reports for the fiscal years indicated below:

Consolidated Financial Statements<br> <br>For the Year Ended June 30	Audit<br> Fees		Audit<br> Related Fees		Tax<br> Fees		All<br> Other Fees
2024	$	239,000	$	-	$	10,000	$	-
2023	$	102,750	$	-	$	3,000	$	-

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PART

Item15. Exhibit and Financial Statement Schedules

(a)	The<br> following documents are filed as part of this Annual Report on Form 10-K:
(1)	Consolidated<br> Financial Statements
---	---

The following documents are filed as part of this Form 10 K, as set forth on the Index to Consolidated Financial Statements found below after the signature page.

●	Report<br> of Independent Registered Public Accounting Firm
●	Consolidated<br> Balance Sheets as of June 30, 2024 and 2023
●	Consolidated<br> Statements of Operations for the years ended June 30, 2024 and 2023
●	Consolidated<br> Statements of Stockholders’ Deficit for the years ended June 30, 2024 and 2023
●	Consolidated<br> Statements of Cash Flows for the years ended June 30, 2024 and 2023
●	Notes<br> to Consolidated Financial Statements
(2)	Consolidated<br> Financial Statement Schedules
---	---

All consolidated financial statement schedules are omitted because they are not applicable, or the required information is shown in the consolidated financial statements or notes thereto.

(b) Exhibits to this Form 10-K

Exhibit		Incorporated By Reference
Number	Exhibit Description	Form	As Exhibit	Filing Date
2.1	Asset<br> Purchase Agreement with VIP Play, Inc., ZenSports, Inc., Mark Thomas, Etan Mizrahi-Shalom, Adil Sher and John Dulay, dated August<br> 26, 2022	8-K	2.1	09/01/2022
2.2	Asset<br> Purchase Agreement with Excel Members, LLC, dated as of September 12, 2022	8-K	2.1	09/16/2022
3.1*	Amended<br> and Restated Articles of Incorporation
3.2	Certificate<br> of Designation of Series B Preferred Stock	8-K	3.1	01/12/2022
3.3	Amended<br> and Restated Bylaws	8-K	3.1	10/04/2022
4.1	Registration<br> Rights Agreement for the Benefit of ZenSports, Inc., dated as of August 26, 2022	8-K	4.1	09/01/2022
4.2	Common<br> Stock Warrant of VIP Play, Inc. issued to Excel Family Partners, LLP, dated February 24, 2023	8-K	4.1	02/28/2023
4.3	Common<br> Stock Warrant of VIP Play, Inc. issued to Excel Family Partners, LLP, dated May 5, 2023	8-K	4.1	05/08/2023
4.4	Common<br> Stock Warrant of VIP Play, Inc. issued to Excel Family Partners, LLP, dated July 18, 2023	8-K	4.1	07/24/2023
4.5	Form<br> of Convertible Promissory Note of VIP Play, Inc.	8-K	4.1	08/29/2023
4.6	Common<br> Stock Warrant of VIP Play, Inc. issued to Excel Family Partners, LLP, dated September 14, 2023	8-K	4.1	09/19/2023
10.1	Discretionary<br> Non-Revolving Line of Credit Demand Note, dated February 22, 2022	8-K	10.1	03/22/2022
10.2	Form<br> of Securities Purchase Agreement between VIP Play, Inc. and Investors	8-K	10.1	07/05/2022
10.3	Amended<br> and Restated Discretionary Non-Revolving Line of Credit Demand Note, dated August 16, 2022	8-K	10.1	08/23/2022
10.4†	Separation<br> Agreement and Release between VIP Play, Inc. and John Linss, dated January 10, 2023	8-K	10.1	01/17/2023

| 36 |

| 37 |

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned thereunto duly authorized.

	VIP Play, Inc., a Nevada corporation
	(Registrant)
September<br> 23, 2024	By:	/s/ Bruce Cassidy
		Bruce<br> Cassidy
		Chief<br> Executive Officer
		(Principal<br> Executive Officer)
September<br> 23, 2024	By:	/s/ James Mackey
		James<br> Mackey
		Chief<br> Financial Officer
		(Principal<br> Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Bruce Cassidy	Chief<br> Executive Officer	September<br> 23, 2024
Bruce<br> Cassidy	(Principal Executive<br> Officer) and Director
/s/ James Mackey	Chief<br> Executive Officer	September<br> 23, 2024
James<br> Mackey	(Principal Financial<br> and Accounting Officer)

| 38 |

| --- |

INDEX

TO CONSOLIDATED FINANCIAL STATEMENTS

VIP

PLAY, INC. AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Report<br> of Independent Registered Public Accounting Firm (Grassi & Co., CPAs, P.C., Jericho, NY PCAOB firm ID 606)	F-1
Consolidated<br> Balance Sheets as of June 30, 2024 and 2023	F-2
Consolidated<br> Statements of Operations for the years ended June 30, 2024 and 2023	F-4
Consolidated<br> Statements of Stockholders’ Deficit for the years ended June 30, 2024 and 2023	F-5
Consolidated<br> Statements of Cash Flows for the years ended June 30, 2024 and 2023	F-7
Notes<br> to the Consolidated Financial Statements	F-8

| 39 |

| --- |

REPORT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of VIP Play, Inc.

Opinionon the Financial Statements

We have audited the accompanying consolidated balance sheets of VIP Play, Inc. (the Company) as of June 30, 2024 and 2023, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended June 30, 2024, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America.

SubstantialDoubt about the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred losses since inception, has negative cash flows from operations, and has negative working capital, that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basisfor Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/<br> Grassi & Co., CPAs, P.C.
We<br> have served as the Company’s auditor since 2023.
Jericho,<br> New York
September 23, 2024

| F-1 |

| --- |

VIP

PLAY, INC.

CONSOLIDATED

BALANCE SHEETS

	June<br> 30, 2024		June<br> 30, 2023
ASSETS
Current<br> assets:
Cash	$	221,754	$	333,974
Cash<br> reserved for users		228,009		21,422
Prepaid<br> expenses and other current assets		795,663		1,194,288
Total<br> current assets		1,245,426		1,549,684
Other<br> assets:
Equipment,<br> net		2,153		3,813
Intangible<br> assets, net		6,760,295		8,067,198
Debt<br> issuance costs, net		1,330,173		5,672,151
Security<br> deposit		12,236		9,683
Total<br> other assets		8,104,857		13,752,845
Total<br> assets	$	9,350,283	$	15,302,529
LIABILITIES<br> AND STOCKHOLDERS’ DEFICIT
Current<br> liabilities:
Accounts<br> payable and accrued expenses	$	1,408,729	$	1,219,018
Accrued<br> expenses - related party		371,598		323,904
Players<br> balances		313,758		134,946
Notes<br> payable - current		875,828		1,189,694
Notes<br> payable - related party, net of discount		30,000		1,306,655
Notes<br> payable		30,000		1,306,655
Convertible<br> notes, net		85,407		-
Line<br> of credit - related party		7,670,000		3,851,877
Derivative<br> liability		11,273,000		6,859,452
Total<br> current liabilities		22,028,320		14,885,546
Long-term<br> liabilities:
Notes<br> payable - long-term		512,527		850,000
Total<br> long-term liabilities		512,527		850,000
Total<br> liabilities		22,540,847		15,735,546
Commitments<br> and contingencies – Note 12		-		-

The

accompanying notes are an integral part of these audited financial statements.

| F-2 |

| --- |

VIP

PLAY, INC.

CONSOLIDATED

BALANCE SHEETS - continued

			June<br> 30, 2023
Stockholders’<br> deficit:
Preferred<br> stock, 0.0001 par value, 25,000,000 shares authorized
Series<br> A preferred stock, 2,000,000 shares designated, 0 and 0 shares issued and outstanding as of June 30, 2024, and June 30, 2023, respectively	-			-
Series<br> B preferred stock, 12,000 shares designated, 11,693 and 11,693 shares issued and outstanding as of June 30, 2024, and June 30, 2023,<br> respectively	11,693			11,693
Series<br> C preferred stock, 6,700,000 shares designated, 0 and 2,499,998 shares issued and outstanding as of June 30, 2024, and June 30, 2023,<br> respectively	-			250
preferred<br> stock value	-			250
Common<br> stock, 0.0001 par value, 475,000,000 shares authorized, 71,994,990 and 41,905,000 shares issued and outstanding as of June 30, 2024,<br> and June 30, 2023, respectively	7,199			4,191
Additional<br> paid-in capital	30,295,318			12,669,930
Accumulated<br> deficit	(43,504,774	)		(13,119,081	)
Total<br> stockholders’ deficit	(13,190,564	)		(433,017	)
Total<br> liabilities and stockholders’ deficit	9,350,283		$	15,302,529

All values are in US Dollars.

The

accompanying notes are an integral part of these audited financial statements.

| F-3 |

| --- |

VIP

PLAY, INC.

CONSOLIDATED

STATEMENTS OF OPERATIONS

	2024			2023
	For<br> the Years ended June 30,
	2024			2023
Negative<br> gaming revenues	$	(1,098,374	)	$	(36,789	)
Cost<br> of gaming revenue		1,320,380			46,820
Net<br> gaming loss		(2,418,754	)		(83,609	)
Operating<br> expenses:
Salaries<br> and wages		4,358,140			5,477,939
General<br> and administrative		2,834,698			1,880,658
Depreciation<br> and amortization		1,785,522			104,484
Impairment<br> of common control intangible assets		-			48,533
Sales<br> and marketing		3,517,265			276,783
Total<br> operating expenses		12,495,625			7,788,397
Other<br> income (expense):
Other<br> income		-			869
Loss<br> on change in fair value of derivative		(9,532,758	)		(970,760	)
Loss<br> on extinguishment of debt – related party		(798,873	)		-
Interest<br> expense		(284,780	)		(31,887	)
Interest<br> expense – related party		(4,854,903	)		(2,454,712	)
Interest<br> expense		(4,854,903	)		(2,454,712	)
Total<br> other expense		(15,471,314	)		(3,456,490	)
Net<br> loss from continuing operations, net of income taxes		(30,385,693	)		(11,328,496	)
Net<br> income (loss) from discontinued operations, net of income taxes		-			(9,380	)
Net<br> loss	$	(30,385,693	)	$	(11,337,876	)
Less:<br> deemed dividend from the purchase of Series C preferred stock		-			(1,006,000	)
Net<br> loss attributable to common stockholders		(30,385,693	)		(12,343,876	)
Net loss per common share - basic and diluted	$	(0.55	)	$	(0.32	)
Weighted average number of common shares outstanding - basic and diluted		55,351,894			38,330,589

The

accompanying notes are an integral part of these audited financial statements.

| F-4 |

| --- |

VIP

PLAY, INC.

CONSOLIDATED

STATEMENTS OF STOCKHOLDERS’ DEFICIT

	Shares		Amount			Shares	Amount		Shares		Amount			Shares	Amount		Capital			Receivable			Deficit			(Deficit)
	Preferred<br> Shares<br> Series A 0.0001 Par Value					Preferred<br> Shares Series B 1.00 Par Value			Preferred<br> Shares<br> Series<br> C 0.0001 Par Value					Common<br> Shares<br> 0.0001<br> Par Value			Additional<br><br> <br>Paid-In			Stock<br><br> <br>Subscriptions			Accumulated			Total<br><br> Stockholders’<br><br> Equity
	Shares		Amount			Shares	Amount		Shares		Amount			Shares	Amount		Capital			Receivable			Deficit			(Deficit)
Balance,<br> June 30, 2022			$	200			$	11,693			$	67			$	2,980	$	327,435		$	(102,760	)	$	(775,205	)	$	(535,590	)
Receipt<br> of cash from Issuance of preferred stock				-				-				-				-		-			102,760			-			102,760
Purchase<br> and redemption of preferred stock for cash		)		(200	)			-				-				-		(21,800	)		-			-			(22,000	)
Issuance<br> of common stock for cash				-				-				-				411		2,767,089			-			-			2,767,500
Issuance<br> of common stock for acquisition of certain assets of ZenSports, Inc.				-				-				-				650		6,499,350			-			-			6,500,000
Issuance<br> of common stock for common control acquisition of certain assets of Ultimate Gamer, LLC				-				-				-				150		56,286			-			-			56,436
Issuance<br> of preferred stock for cash				-				-				216				-		649,784			-			-			650,000
Issuance<br> of preferred stock as compensation				-				-				298				-		36,442			-			-			36,740
Amortization<br> of preferred stock as compensation				-				-				-				-		857,260			-			-			857,260
Fair<br> value of warrant issued as part of restated. relate party demand. Line of credit				-				-								-		1,736,167			-			-			1,736,167
												-
Deemed<br> dividend on purchase of preferred stock				-				-		)		(331	)			-		(993,669	)		-			(1,006,000	)		(2,000,000	)
Fair<br> value of warrant issued with related party note payable				-				-				-				-		485,017			-			-			485,017
Fair<br> value of vested incentive stock options				-				-				-				-		270,569			-			-			270,569
Net<br> loss for the period				-				-				-				-		-			-			(11,337,876	)		(11,337,876	)
Balance,<br> June 30, 2023			$	-			$	11,693			$	250			$	4,191	$	12,669,930		$	-		$	(13,119,081	)	$	(433,017	)

All values are in US Dollars.

The

accompanying notes are an integral part of these audited financial statements.

| F-5 |

| --- |

VIP

PLAY, INC.

CONSOLIDATED

STATEMENTS OF STOCKHOLDERS’ DEFICIT - continued

	Shares	Amount		Shares	Amount		Shares		Amount			Shares	Amount		Capital			Receivable		Deficit			(Deficit)
	Preferred<br> Shares Series A 0.0001 Par Value			Preferred<br> Shares Series B 1.00 Par Value			Preferred<br> Shares Series C 0.0001 Par Value					Common<br> Shares 0.0001 Par Value			Additional<br> Paid-In			Stock<br> Subscriptions		Accumulated			Total<br> <br><br> Stockholders’<br><br> Equity
	Shares	Amount		Shares	Amount		Shares		Amount			Shares	Amount		Capital			Receivable		Deficit			(Deficit)
Balance,<br> June 30, 2023		$	-		$	11,693			$	250			$	4,191	$	12,669,930		$	-	$	(13,119,081	)	$	(433,017	)
Balance		$	-		$	11,693			$	250			$	4,191	$	12,669,930		$	-	$	(13,119,081	)	$	(433,017	)
Issuance<br> of common stock for cash			-			-				-				40		299,960			-		-			300,000
Issuance<br> of common stock upon conversion of debt			-			-				-				2,591		12,955,725			-		-			12,958,316
Issuance<br> of common stock upon conversion of Series C Preferred Stock			-			-		)		(250	)			280		(30	)		-		-			-
Fair<br> value of warrant issued as part of restated related party demand line of credit.			-			-				-				-		3,308,122			-		-			3,308,122
Issuance<br> of common stock upon cashless exercise of warrants			-			-				-				97		(97	)		-		-			-
Fair<br> value of warrant granted for consulting services			-			-				-				-		764,007			-		-			764,007
Fair<br> value of vested incentive stock options			-			-				-				-		297,701			-		-			297,701
Net<br> loss for the period			-			-				-				-		-			-		(30,385,693	)		(30,385,693	)
Balance,<br> June 30, 2024		$	-		$	11,693			$	-			$	7,199	$	30,295,318		$	-	$	(43,504,774	)	$	(13,190,564	)
Balance		$	-		$	11,693			$	-			$	7,199	$	30,295,318		$	-	$	(43,504,774	)	$	(13,190,564	)

All values are in US Dollars.

The

accompanying notes are an integral part of these audited financial statements.

| F-6 |

| --- |

VIP

PLAY, INC.

CONSOLIDATED

STATEMENTS OF CASH FLOWS

	2024			2023
	For<br> the Year Ended June 30,
	2024			2023
CASH<br> FLOWS FROM OPERATING ACTIVITIES
Net<br> loss	$	(30,385,693	)	$	(11,337,876	)
Adjustments<br> to reconcile net loss to net cash used in operating activities:
Gain<br> (loss) on assignment of assets		-			(4,698	)
Depreciation<br> and amortization		1,785,522			104,484
Amortization<br> of debt issuance costs		3,559,088			1,952,708
Issuance<br> of Series C preferred stock for services		764,007			894,000
Loss<br> on sale of equipment		-			3,829
Impairment<br> of common control intangible assets		-			48,533
Fair<br> value of warrant issued with related party note payable		-			485,017
Fair<br> value of vested incentive stock options		297,701			270,569
Discount<br> on related party note payable		323,345			(323,345	)
Change<br> in fair value of derivative liability		9,532,758			970,760
Loss<br> on extinguishment of debt – related party		798,873			-
Changes<br> in operating assets and liabilities:
Prepaid<br> expenses and other current assets		682,040			(1,201,677	)
Accounts<br> payable and accrued expenses		189,711			866,822
Accrued expenses - related party		972,470			299,920
Players<br> balances		178,812			175,831
Net<br> cash used in operating activities		(11,301,366	)		(6,795,123	)
CASH<br> FLOWS FROM INVESTING ACTIVITIES
Purchase<br> of equipment		-			(4,980	)
Proceeds<br> from sale of equipment		-			3,500
Cash<br> paid for capitalized software		(476,956	)		(816,697	)
Cash<br> paid for capitalized gaming license		-			(135,837	)
Cash<br> paid for assets acquired in the ZenSports transaction		-			(750,000	)
Net<br> cash used in investing activities		(476,956	)		(1,704,014	)
CASH<br> FLOWS FROM FINANCING ACTIVITIES
Cash<br> paid for repurchase of Series A convertible preferred stock		-			(22,000	)
Cash<br> paid for repurchase of Series C convertible preferred stock		-			(300,000	)
Proceeds<br> from issuance of common stock		300,000			2,767,500
Proceeds<br> from issuance of Series C convertible preferred stock		-			650,000
Proceeds<br> from line of credit, related party		11,660,000			3,685,338
Proceeds<br> from note payable, related party		-			1,600,000
Repayments<br> of note payable, related party		-			(35,000	)
Proceeds<br> from convertible notes		850,000			-
Proceeds<br> from note payable – current		-			377,438
Repayments<br> of note payable - current		(937,311	)		(37,744	)
Cash<br> received in satisfaction of stock subscriptions receivable		-			102,760
Net<br> cash provided by financing activities		11,872,689			8,788,292
NET<br> CHANGE IN CASH AND CASH RESERVED FOR USERS		94,367			289,155
CASH<br> AND CASH RESERVED FOR USERS AT BEGINNING OF PERIOD		355,396			66,241
CASH<br> AND CASH RESERVED FOR USERS AT END OF PERIOD	$	449,763		$	355,396
DISCLOSURE OF CASH AND CASH RESERVED FOR USERS:
CASH	$	221,754		$	333,974
CASH RESERVED FOR USERS		228,009			21,422
CASH AND CASH RESERVED FOR USERS AT THE END OF PERIOD	$	449,763		$	355,396
SUPPLEMENTAL<br> INFORMATION:
Interest<br> paid	$	119,738		$	-
NON-CASH<br> FINANCING AND INVESTING ACTIVITIES:
Common<br> stock issued for acquisition of assets of ZenSports Inc.	$	-		$	6,500,000
Common<br> stock issued for common control transaction	$	-		$	56,436
Note<br> payable issued for purchase of Series C convertible preferred stock	$	-		$	1,700,000
Insurance<br> financing	$	285,971		$	-
Payoff<br> of related party note payable with related party line of credit	$	1,760,000		$	-
Common<br> stock issued upon conversion of debt	$	10,366,653		$	-
Derivative<br> and warrants issued for deferred financing costs	$	1,404,771		$	7,624,859
Deemed<br> dividends on purchase of Series C Convertible preferred stock	$	-		$	1,006,000

The

accompanying notes are an integral part of these audited financial statements.

| F-7 |

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VIP

Play, Inc.

NOTES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

June

30, 2024 and 2023

NOTE

1 – OVERVIEW AND ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Overviewand Organization

VIP Play, Inc. (the “Company,” “we”, “us” and “our”) was incorporated on April 16, 2020, under the laws of the State of Nevada, as VIP Play, Inc. The company has two wholly owned subsidiaries, one was formed on December 21, 2021, under the State of Nevada, as UG Acquisition Sub, Inc., the second KeyStar TN LLC was formed on December 9, 2022. Prior to September 20, 2024, we were known as KeyStar Corp.

Currently the singular focus is on business-to-consumer (B2C) sports betting in one targeted jurisdiction, Tennessee. In May 2023, the Company received approval on its Tennessee Sports Gaming Operator license. The Company officially launched its Sports Betting operation in Tennessee in June 2023.

Prior to September 15, 2022, our business consisted of the retail sale of masks and similar products, and convention services (together, the prior business). Through our e-commerce sales channel, we sold KN-95 facemasks, disposable facemasks, and disinfectant wipes through an online store in the United States of America.

On August 26, 2022, the Company entered into an Asset Purchase Agreement to purchase certain technological assets from ZenSports, Inc. The assets were purchased to allow us to offer gambling and entertainment opportunities through technology, principally the online gaming technology and use of the name ZenSports. We did not acquire all the assets of the Company, the assets we didn’t purchase include, among other assets, ZenSport’s legal entity name “ZenSports, Inc.” and those assets related to ZenSports’ physical casino called the Big Wheel Casino, located in Lovelock, Nevada. See Note 3.

On September 12, 2022, we entered into an Asset Purchase Agreement between the Company and Excel Members, LLC (“Excel”), a company controlled by Bruce Cassidy, the chairman of our board of directors, to acquire certain assets of Excel a company of which a Company controlled by Mr. Cassidy is the manager, and effectively has a controlling interest. Excel acquired certain assets of a company, Ultimate Gamer, LLC, which was formerly an Esports tournament company, through the assignment for the benefit of the creditor’s court process. See Notes 3, 13 and 15.

On September 15, 2022, we executed an assignment and assumption agreement whereby we assigned our e-commerce sales channel and the convention services operating assets to TopSight Corporation (“TopSight”), a company owned by our former Chief Financial Officer Zixiao Chen, effectively discontinuing our historical operations.

After the foregoing transactions, we have effectively ceased our prior business operations and assembled a comprehensive platform capability that enables both business-to-business and direct-to-consumer offerings within the online sports betting, eSports, and fintech/digital currency markets.

Basisof Presentation

The consolidated financial statements presented in this report are of VIP Play, Inc. and its wholly owned subsidiaries. The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).

Principalsof Consolidation

The consolidated financial statements represent the results of VIP Play, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation of these entities.

| F-8 |

| --- |

SegmentReporting

The Company operates as one reportable segment under Accounting Standards Codification “ASC” 280, Segment Reporting. The chief operating decision maker regularly reviews the financial information of the Company at a consolidated level in deciding how to allocate resources and in assessing performance.

FiscalYear End

The Company’s year-end is June 30.

Useof Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the financial statements relate to and include, but are not limited to, the valuation of debt and equity instruments, the valuation and expensing of equity awards, accounting for contingencies and uncertainties, purchase price allocations, including fair value estimates of intangible assets, the estimated useful lives of fixed assets and intangible assets, internally developed software costs and accrued expenses.

GoingConcern

The

Company’s consolidated financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has an accumulated deficit of $43,504,774 as of June 30, 2024. The Company had a net loss from continuing operations of $30,385,693, a working capital deficit of $20,782,894 and negative cash flows of $11,301,366 from operations for the year ended June 30, 2024. These conditions raise substantial doubt about the entity’s ability to continue as a going concern for a period of one year from the issuance of these financial statements.

The Company is dependent upon, among other things, achieving a level of profitable operations and receiving additional cash infusions including securing additional lines of credit and raising additional capital through placement of preferred and/or common stock in order to implement its business plan. There can be no assurance that the Company will be successful in order to continue as a going concern. The Company is funding its initial operations by securing a related party demand line of credit, a related party note payable, issuing preferred stock, and issuing common stock through private placements.

We cannot be certain that capital will be provided when it is required or in amounts sufficient to meet our operating requirements. Management believes the existing shareholders, the prospective new investors, and future revenues will provide the additional cash needed to meet the Company’s obligations as they become due and will allow the development of its core business operations. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.

These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for our Company to continue as a going concern.

Cashand Equivalents

Cash

includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of June 30, 2024, the Company maintained a total cash balance which was $9,304 in excess of the FDIC limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts.

| F-9 |

| --- |

CashReserved for Users

The

Company maintains separate bank accounts to segregate users’ funds from operational funds. User funds are held by KeyStar TN, LLC, a Tennessee limited liability company and wholly owned subsidiary of the Company, which was organized for the purpose of protecting users’ funds in the event of creditor claims. As of June 30, 2024 and 2023, approximately $228,000 and $21,000 was reserved for users.

Equipment

Equipment is stated at cost, less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the asset’s estimated useful life. Expenditures for maintenance and repairs are expensed as incurred. When retired or otherwise disposed of, the related carrying value and accumulated depreciation are removed from the respective accounts, and the net difference less any amount realized from the disposition is reflected in earnings. Estimated useful lives are as follows:

SUMMARY

OF PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES

Equipment	3<br> to 5 years

Intangibleassets include developed technology, internally developed software and website development costs, gaming license, and trade marks.

Internally

developed capitalized software and website development and the VIP Play, Inc. trade name is stated at cost, less accumulated amortization on the balance sheet. Amortization is calculated using the straight-line method over the asset’s estimated useful life. The capitalization policy for the company is to capitalize intangible assets greater than $5,000. Expenditures for maintenance and repairs are expensed as incurred. When retired or otherwise disposed of, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from the disposition is reflected in earnings. Developed technology is principally related to technological assets acquired through Asset Purchase Agreements which are recorded at relative fair value based on the purchase consideration, less accumulated amortization on the balance sheet. Amortization is calculated using the straight-line method over the asset’s estimated useful life. Expenditures for maintenance and repairs are expensed as incurred. When retired or otherwise disposed of, the related carrying value and accumulated depreciation are removed from the respective accounts, and the net difference less any amount realized from the disposition is reflected in earnings. As of June 30, 2023, the developed technology was placed in service on June 8, 2023. See Note 3.

Estimated useful lives are as follows:

SUMMARY

OF ESTIMATED LIVES OF INTANGIBLE ASSETS

Developed<br> technology	5<br> years
Capitalized<br> software and website development	3<br> years
Trade<br> marks	3-5<br> years

DevelopedTechnology

Developed technology primarily relates to the design and development of sports betting software for online sportsbook.

InternallyDeveloped Software

Software that is developed for internal use is accounted for pursuant to ASC 350-40, Intangibles, Goodwill and Other—Internal-Use Software. Qualifying costs incurred to develop internal-use software are capitalized when (i) the preliminary project stage is completed, (ii) management has authorized further funding for the completion of the project and (iii) it is probable that the project will be completed and perform as intended. These capitalized costs include compensation for employees who develop internal-use software and external costs related to development of internal use software. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Internally developed software is amortized using the straight-line method over an estimated useful life. All other expenditures, including those incurred in order to maintain an intangible asset’s current level of performance, are expensed as incurred. When intangible assets are retired or disposed of, the cost and accumulated amortization thereon are removed, and any resulting gain or losses are included in the consolidated statements of operations.

| F-10 |

| --- |

Gaminglicenses

Certain costs, generally legal and professional fees, are required to attain jurisdictional gaming licenses in order to legally operate our core sports betting business. Gaming licenses, with indefinite useful lives, are tested at least on an annual basis as to the assets that have been impaired. Intangible assets determined to have an indefinite useful life are not amortized. Gaming licenses are assets that are determined to have an indefinite useful life are not amortized and are included in intangible assets in the balance sheet. Annual gaming license fees and legal and professional fees required to maintain the licenses are recorded as period costs in the statement of operations.

Trademarks

Trademarks are carried at cost and are mainly related to branding and promotion, with indefinite useful lives. The Company tests at least on an annual basis whether trademarks with indefinite useful lives are impaired. Intangible assets determined to have an indefinite useful life are not amortized and are included in intangible assets in the balance sheet.

The Company conducts its annual impairment tests at June 30 of each year or whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. At June 30, 2023, management determined that the acquired Ultimate Gamer trademarks were fully impaired pursuant to the annual impairment test and, as such has written off the carrying value of trademarks.

Impairmentof Long-Lived Assets

Intangible assets include the cost of developed technology, trademarks and trade names and gaming licenses. Intangible assets are amortized utilizing the straight-line method over their remaining economic useful lives. The Company reviews long-lived assets and intangible assets for potential impairment annually and when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In the event the expected undiscounted future cash flows resulting from the use of the asset is less than the carrying amount of the asset, an impairment loss is recorded equal to the excess of the asset’s carrying value over its fair value. If an asset is determined to be impaired, the loss is measured based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. In the event that management decides to no longer allocate resources to an asset, an impairment loss equal to the remaining carrying value of the asset is recorded. The Company performed a qualitative test as of June 30, 2023, and determined that the common control developed technology and trademarks acquired would no longer be invested in and would not be generating cash flows for the foreseeable future. Impairment charges of $48,533 related to these intangible assets were expensed (See Notes 3 and 4). The Company did not record any impairment charges related to intangibles assets during the year ended June 30, 2024.

LeaseCommitments

On October 1, 2023, the Company entered into a lease for office space in Miami, Florida. The lease expires on October 31, 2024

, and has a minimum monthly lease payment

of $6,500 .

On February 4, 2024, the Company entered into a lease for office space in Sarasota, Florida. The lease expires on February 1, 2025, and has a monthly lease payment of $1,600.

| F-11 |

| --- |

Total rental

expense for the years ended June 30, 2024 and 2023 was $97,618 and $55,615, respectively.

ASC Topic 842 provides for certain practical expedients when adopting the guidance. The Company elected to apply the short-term lease exception; therefore, the Company will not record an ROU asset or corresponding lease liability for leases with an initial term of twelve months or less that are not reasonably certain of being renewed and instead will recognize a single lease cost allocated over the lease term, generally on a straight-line basis.

FairValue of Financial Instruments

The Company recognized the fair value of financial instruments in accordance with FASB ASC 820, Fair Value Measurements and Disclosures, “Fair Value Measurements”, which provides a framework for measuring fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices for identical assets and liabilities in active markets;

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted market prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

Level 3 - Unobservable inputs that are support by little to no market activity.

The Company’s derivative liabilities are carried at fair value and are classified as Level 3 liabilities.

The Company’s financial instruments consist principally of cash, prepaid expenses, accounts payable, accrued expenses, related party notes payable, related party line of credit, and notes payable approximate the fair value because of their short maturities.

The Company’s Derivative liabilities are determined based on “Level” 3 inputs, which are significant and unobservable and have the lowest priority. There were no transfers into our out of “Level 3” during the years ended June 30, 2024, or 2023.

SCHEDULE

                                        OF DERIVATIVE LIABILITIES

Description	Total<br> fair<br><br> value at <br>June 30, 2024		Quoted<br> prices<br><br> in Active <br>markets (level 1)		Significant<br> other<br><br> observable inputs<br><br> (level 2)		Significant<br><br> unobservable<br><br> inputs (level 3)
Derivative<br> liability (1)	$	11,273,000	$	-	$	-	$	11,273,000
Description	Total<br> fair <br> value at <br>June 30, 2023		Quoted<br> prices<br><br> in Active <br>markets<br> (level 1)		Quoted<br> prices<br><br> in Active <br>markets<br> (level 2)		Quoted<br> prices<br><br> in Active <br>markets<br> (level 3)
---	---	---	---	---	---	---	---	---
Derivative<br> liability (1)	$	6,859,452	$	-	$	-	$	6,859,452
(1)	The<br> Company has estimated the fair value of these derivatives using the Monte-Carlo model.
---	---

| F-12 |

| --- |

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could transfer a liability in an orderly transaction between willing and able maker participants. In general, the Company’s policy in estimating fair values is to first look at observable market prices for the identical assets and liabilities in active markets, where available. When these are not available other inputs used to model fair value such as prices of similar instruments, yield curves, volatilities., prepayment speeds, default rates credit spreads, rely first on observable data from active markets. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair value as discussed above.

DerivativeLiabilities

The

Company accounts for derivative instruments in accordance with ASC 815, “Derivatives and Hedging” and all derivative instruments are reflected as either assets or liabilities at fair value in the balance sheet. The Company uses estimates of fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, the Company’s policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates, and credit spreads, relying first on observable data from active markets. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. The Company categorizes its fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. As of June 30, 2024, and June 30, 2023, the Company had a derivative liability of $11,273,000 and $6,859,452, respectively.

PlayersBalances

Players balances were comprised of sports betting deposits assumed and recorded at the fair market value acquired from ZenSports, Inc. on August 26, 2022, as part of an asset purchase agreement. The balances as of June 30, 2024 and 2023, are comprised of players betting deposits and contestant prize winnings for eSports and other promotional events. During May 2023, the Company was approved by the state of Tennessee for its Sports Betting license and commenced Sports Betting operations on June 8, 2023, as such, the Company began accepting new sports betting deposits in addition to recording only payouts on the acquired players liability balances.

As

per the Tennessee Sports Wagering Council, the Company is required to maintain a reserve in the form of cash, cash equivalents and/or irrevocable letter of credit along with a required $500,000 Surety Bond (see Note 12) of not less than the players liability balance at any given day. During the nine months ended March 31, 2024, the Company became non-compliant with this requirement and quickly resolved the reserve deficiency as required. As of June 30, 2024 and 2023, the Company had sufficient coverage for these liabilities as per the requirements of the state of Tennessee.

RevenueRecognition

The Company records revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the standard requires more detailed disclosures to enable readers of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

The Company determines revenue recognition through the following steps:

●	Identify<br> the contract, or contracts, with the customer;
●	Identify<br> the performance obligations in the contract;
●	Determine<br> the transaction price;
●	Allocate<br> the transaction price to performance obligations in the contract; and
●	Recognize<br> revenue when, or as, the Company satisfies performance obligations by transferring the promised good or services.

| F-13 |

| --- |

The Company provides online sportsbook betting services with its technical infrastructure to its direct customers. Sportsbook or sports betting involves a user wagering money on an outcome or series of outcomes occurring. When a user’s wager wins, the Company pays the user a pre-determined amount known as fixed odds. Sportsbook revenue is generated by setting odds such that there is a built-in theoretical margin in each sports wagering opportunity offered to users. Sportsbook revenue is generated from users’ wagers net of payouts made on users’ winning wagers and incentives awarded to users. Each wager placed by a user creates a single performance obligation for the Company. The performance obligation is satisfied once the event wagered on has been completed. Any unsettled wagers are recorded as a players balance liability. Net gaming revenue is the aggregate of gaming wins and losses based on results of each event that customers wager bets on.

Costof Revenue

Cost of revenue consists primarily of variable costs, principally recurring online platform costs directly associated with revenue-generating activities including payment processing and supporting technology costs, web hosting, regulatory compliance software, Sports Betting privilege taxes and federal excise taxes on wagers.

RevenueRecognition from our former business

The Company recognizes revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue From Contracts with Customers, which consists of five steps to evaluating contracts with customers for revenue recognition: (a) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation.

Revenue recognition for our prior business occurred at the time we satisfy a service performance obligation to our customers or when control of product transfers to customers upon shipment, provided there are no material remaining performance obligations required of the Company or any matters of customer acceptance. We only recorded revenue when collectability was probable. All payments are received upon order of services and prior to delivery of the product, so we have no accounts receivable.

The Company’s prior business was providing quality merchandise through its former online store in the United States of America. Due to the COVID-19 pandemic, the Company was focusing on providing disposable face masks and KN-95 face masks at affordable prices. Customers ordered and paid for the products through the online store, when the Company confirmed the order and payment, the Company delivered the product through common carriers, at which point the Company recognized revenue, as this is when our performance obligation is satisfied. The Company recorded actual sales returns when the customers return the products. The transaction price has not been affected by returns as the Company did have significant returns.

All

prior business operations, including sales and revenues, are included in the net income (loss) from discontinued operations, net of income taxes in the statement of operations. For the year ended June 30, 2023, the Company recognized e-commerce sales of products $101 and Convention services revenues of $435. No prior business revenues were recorded during the year ended June 30, 2024.

Costof Revenues from our former business

Costs of revenues from our prior business primarily consisted of outsourced vendors for both types of revenues. The Company includes product costs (i.e., material, direct labor, and overhead costs) and shipping and handling expenses in cost of revenues. All prior business operations, including cost of revenues, are included in the net income (loss) from discontinued operations, net of income taxes in the statement of operations.

Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718 “Compensation- Stock Compensation”, using the fair value method. All transactions in which services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

| F-14 |

| --- |

The Company accounts for Stock-based compensation awards issued to non-employees for services as prescribed by ASC 718, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in Accounting Standards Updated (“ASU”) 2018-07.

The Company uses the Black Scholes pricing model to calculate the fair value of stock-based awards. This model is affected the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards, and actual projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the consolidated statement of operations over the requisite service period.

Salesand Marketing

Sales

and marketing expenses consist primarily of expenses associated with advertising and costs related to free to play contests. Advertising costs are expensed as incurred and are included in sales and marketing expense in our condensed consolidated unaudited statements of operations. Advertising costs include those costs associated with communicating with potential customers and generally use some form of media, such as internet, radio, print, television, or billboards. Advertising costs also include costs associated with strategic league and team partnerships. During the years ended June 30, 2024 and 2023, advertising costs were $3,517,265 and $276,783, respectively.

Generaland Administrative

General and administrative expenses consist of costs not related to sales and marketing, product and technology or revenue. General and administrative costs include professional services (including legal, regulatory, audit and accounting), rent and facilities maintenance, contingencies and insurance.

IncomeTaxes

The Company accounts for income taxes under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Company’s balance sheet in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The Company must assess the likelihood that its deferred tax assets will be recovered from future taxable income, and, to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance. Changes in the Company’s valuation allowance in a period are recorded through the income tax provision on the statements of operations.

ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return.

Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest, and penalties, accounting in interim periods, disclosure, and transition. As a result of the implementation of ASC 740-10, the Company recognized no material adjustment in the liability for unrecognized income tax benefits.

| F-15 |

| --- |

Earnings(loss) per Share

Basic net (loss) earnings per common share is computed by dividing net (loss) income by the weighted average number of vested common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number vested of common shares, plus the net impact of common shares (computed using the treasury stock method), if dilutive, resulting from the exercise of dilutive securities. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of June 30, 2024 and 2023 the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive.

SCHEDULE

OF EARNINGS (LOSS) PER SHARE ANTI-DILUTIVE


Stock Options	4,250,000	6,500,000
Series B Preferred Shares	1,169,300	1,169,300
Series C Preferred Shares	-	8,333,327
Warrants	10,000,000	5,600,000
Shares issuable upon conversion of line of<br> credit	26,551,338	17,130,907
Shares issuable upon conversion<br> of convertible notes	2,125,000	-
Total potentially dilutive<br> shares	44,095,638	38,733,534

RecentAccounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on FinancialInstruments (“ASU 2016-13”), which requires an entity to assess impairment of its financial instruments based on its estimate of expected credit losses. As the Company is a smaller reporting company, the provisions of ASU 2016-13 and the related amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022 (quarter ending September 30, 2023, for the Company). Entities are required to apply these changes through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The adoption of ASU 2016-13 did not impact the Company’s consolidated financial statements.

In October 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”). This ASU incorporates certain SEC disclosure requirements into the FASB Accounting Standards Codification (“ASC”). The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of ASC Topics, allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the ASC with the SEC’s regulations. The ASU has an unusual effective date and transition requirements since it is contingent on future SEC rule setting. If the SEC fails to enact required changes by June 30, 2027, this ASU is not effective for any entities. Early adoption is not permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): “Improvements to Reportable Segment Disclosures” (“ASU 2023-07”) to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. This update is effective beginning with the Company’s 2024 fiscal year annual reporting period, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

| F-16 |

| --- |

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”) to enhance the transparency and decision-usefulness of income tax disclosures, particularly in the rate reconciliation table and disclosures about income taxes paid. This ASU applies to all entities subject to income taxes. This ASU will be effective for public companies for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying consolidated financial statements.

NOTE

2 - EQUIPMENT

The Company’s equipment consisted of the following as of:

SCHEDULE OF EQUIPMENT, CAPITALIZED SOFTWARE AND WEBSITE

	June<br> 30, 2024		June<br> 30, 2023
Equipment	$	4,980	$	4,980
Total		4,980		4,980
Less: accumulated depreciation		2,827		1,167
Equipment, net	$	2,153	$	3,813

Equipment

at June 30, 2024 and 2023 consisted of computers. Depreciation expense of equipment during the years ended June 30, 2024, and 2023 was $1,660 and $1,740, respectively.

NOTE

3 - STRATEGIC ASSET ACQUISITIONS

ZenSports,Inc.

On

August 26, 2022, $500,000 of cash (net of assumed liabilities and prepaid expenses), and 6,500,000 shares of the Company’s common stock, valued at $1.00 per share, which is the same consideration paid by unrelated and non-affiliated investors in our current private offering of common shares, were issued in exchange for the purchase of certain technological assets of ZenSports, Inc. Concurrently the Company issued 750,000 shares of common stock in conjunction with a $750,000 private placement in a public company.

ZenSports is in the business of offering gambling and entertainment opportunities through technology and a physical casino. The Company purchased a portion of ZenSports’ assets, principally the online gaming technology and use of the name ZenSports. The assets we didn’t purchase include, among other assets, ZenSports legal entity name “ZenSports, Inc.” and those assets related to ZenSports’ physical casino called the Big Wheel Casino, located in Lovelock, Nevada.

Pursuant

to the terms and conditions of the APA, the aggregate purchase price paid to ZenSports consisted of cash in the amount of the sum of $500,000 plus prepaid expenses minus player liabilities; 5,850,000 shares of our common stock, valued at $1.00 per share, which is the same consideration paid by unrelated and non-affiliated investors in our private offering of common shares which closed on August 26, 2022 (the “Stock Consideration”); and 650,000 additional shares of our common stock subject to set off or recoupment by us until August 25, 2023, in connection with any indemnified losses we may incur pursuant to the Purchase Agreement (the “Holdback Stock,” and together with the Stock Consideration, the “Transaction Shares”). The purchase price also includes $250,000 of acquisition fees related to this transaction.

| F-17 |

| --- |

In connection with the Transaction and issuance of the Transaction Shares, we also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with ZenSports (together with any other party that may become a party to the Registration Rights Agreement, “Holders”). Pursuant to the Registration Rights Agreement, subject to the terms and conditions set forth therein, we are obligated, among other things, to use our reasonable best efforts to prepare and file on the six-month anniversary of our common stock becoming listed on the New York Stock Exchange, The NYSE American, The Nasdaq Global Market, The Nasdaq Global Select Market, The Nasdaq Capital Market or any successor or substantially equivalent national securities exchange a registration statement covering the sale or distribution from time to time of our common stock held by Holders. We are also obligated to provide for the registration of such registrable securities for resale by Holders in accordance with any reasonable method of distribution elected by Holders, and to use our reasonable best efforts to cause such registration statement to be declared effective by the Securities and Exchange Commission as promptly as is reasonably practicable.

The

fair value of the purchase consideration issued to the ZenSports asset sellers was allocated to the net assets acquired. The Company accounted for this transaction as an asset acquisition as per ASC 350, and the assets and liabilities we recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company. The fair value of the assets acquired as approximately $7,231,000.

The table below shows the analysis for the ZenSports asset acquisition:

SCHEDULE

OF PRELIMINARY ANALYSIS FOR THE ASSET ACQUISITION

Purchase consideration at fair value:
Common Stock	$	6,500,000
Cash, net of prepaid expenses<br> and players liabilities		481,054
Transaction<br> fees		250,000
Amount of consideration	$	7,231,054
Assets acquired and liabilities assumed at<br> relative fair market value:
Current assets	$	52,869
Players liability		(39,222	)
Developed technology		6,678,308
Trade<br> name		539,099
Net assets acquired	$	7,231,054

UltimateGamer

On September 12, 2022, we entered into an Asset Purchase Agreement with Excel Members, LLC, a company controlled by Bruce Cassidy, our Chairman and a member of our Board of Directors, to acquire certain assets of a company acquired previously by Excel through an assignment for the benefit of creditors. Ultimate Gamer, LLC (“UG”), which was formerly in the business of organizing and operating in-person and online video game competitions tournaments, originally owned these assets. The purchased assets included the brand name Ultimate Gamer.

We

purchased a portion of the UG assets, consisting primarily of intellectual property, including trademarks, domain name registrations, and UG’s database(s) of users and gamers for 1,500,000 shares of our common stock, valued at $56,436. We did not assume any liabilities or obligations of Excel or UG.

Since the acquired assets were owned by a company controlled by our Chairman of the Board, this transaction has been accounted for as assets acquired under common control, in which the assets have been presented at their carrying values at the date of the transaction and the equity interests issued were recorded at an amount equal to the carrying amount of the net assets transferred. See Notes 10 and 13.

A summary of the assets acquired at provisional net book value (NBV) allocated is as follows:

SUMMARY

OF THE ASSETS ACQUIRED

Website	$	26,637
Trademarks		21,896
Equipment		7,903
Total assets acquired<br> at provisional net book value	$	56,436

| F-18 |

| --- |

Subsequently,

during the year ended June 30, 2023, management determined that the acquired developed technology and trademarks of Ultimate Gamer, LLC would no longer be invested in and would not be generating cash flows for the foreseeable future and the intangible assets were fully impaired in the amount of $48,533. See Notes 1 and 4.

NOTE

4 - LONG LIVED AND OTHER INTANGIBLE ASSETS

The ZenSports, Inc. assumed developed technology and trademark were recorded and allocated using relative fair value, based on a on a third party valuation in accordance with the provisions of ASC 350 of the acquired costs from ZenSports, Inc. on August 26, 2022, as part of an asset purchase agreement. There was no impairment recorded for these assets during the years ended June 30, 2024 or 2023. See Note 3.

The

Ultimate Gamer developed technology and trademarks were acquired on September 12, 2022, as part of the acquisition of the assets of Ultimate Gamer, LLC in a common control transaction. The developed technology and trademarks acquired were recorded at the net book value of Ultimate Gamer, LLC on the date of close, which included the depreciation for September 2022. As of June 30, 2023, as part of the repositioning of the company’s operations, management determined that acquired developed technology and trademarks of Ultimate Gamer, LLC would no longer be invested in and would not be generating cash flows for the foreseeable future and as such fully expensed the assets as part of the Company’s annual impairment analysis. The remaining value of the developed technology (website) of $26,637 and the remaining value of the trademarks, $21,896 were fully written off and is included in impairment of intangible assets in the statement of operations.

Gaming license costs are primarily comprised of legal and professional fees associated with our application for a gaming license in Tennessee. There was no impairment recorded during the years ended June 30, 2024 and 2023, respectively. See Note 1.

Long-lived and other intangible assets held, net of impairment are comprised of the following at:

SCHEDULE OF LONG-LIVED AND OTHER INTANGIBLE ASSETS

	June<br> 30, 2024			June<br> 30, 2023
Developed technology	$	7,998,598		$	7,521,638
Tradenames and trademarks		560,999			560,999
Gaming licenses		135,837			135,837
Impairment charges		(48,533	)		(48,533	)
Total		8,646,901			8,169,941
Less: accumulated amortization		(1,886,606	)		(102,743	)
Net carrying value	$	6,760,295		$	8,067,198

Amortization

expense of business intellectual property years ended June 30, 2024 and 2023, was $1,452,172 and $96,154, respectively. Amortization expense of tradenames for the years ended June 30, 2024 and 2023, was $331,689 and $6,589, respectively. Amortization expense is included in the statement of operations.

| F-19 |

| --- |

As of June 30, 2024, intangible assets consisted of the following:

SCHEDULE

OF INTANGIBLE ASSETS

	Estimated Useful Life		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Finite lived intangible assets:
Developed technology	5 years	3.94 Years	$	6,678,308	$	1,417,285	$	5,261,023
Internally developed software	3 years	1.94 Years		1,280,157		347,037		933,120
Trademarks and tradenames	5 years	3.94 Years		539,099		114,409		424,690
Website	3 years	1.27 Years		13,500		7,875		5,625
Total finite lived intangible assets			$	8,511,064	$	1,886,606	$	6,624,458
Indefinite lived intangible assets:
Gaming license	Indefinite		$	135,837	$	-	$	135,837
Total indefinite lived intangible assets:			$	135,837	$	-	$	135,837
Total intangible assets:			$	8,646,901	$	1,886,606	$	6,760,295

The estimated future amortization of intangibles subject to amortization at June 30, 2024 was as follows:

SCHEDULE

OF FUTURE AMORTIZATION OF INTANGIBLE

For the Years Ended June 30,	Amount
2025	$	1,874,700
2026		1,862,796
2027		1,443,481
2028		1,443,481
Total	$	6,624,458

NOTE

5 – PLAYERS BALANCES

Players

balances were comprised of sports betting deposits assumed and recorded at the fair market value acquired from ZenSports, Inc. on August 26, 2022, as part of an asset purchase agreement. During May 2023, the Company was approved by the state of Tennessee for its Sports Betting license and commenced Sports Betting operations on June 8, 2023, as such, the Company began accepting new sports betting deposits in addition to recording only payouts on the acquired players liability balances. Players balances were $313,758 and $134,946 as of June 30, 2024 and 2023, respectively.

NOTE

6 - CONVERTIBLE DEBT

On

August 23, 2023, the Company entered into a Convertible Note Purchase Agreement and a Convertible Promissory Note with an unrelated party in the principal amount of $200,000. On August 28, 2023, the Company entered into a Note Purchase Agreement and a Convertible Promissory Note with another unrelated party in the principal amount of $500,000. On September 1, 2023, the Company entered into a Convertible Note Purchase Agreement and a Convertible Promissory Note with a third unrelated party in the principal amount of $150,000. These Notes are part of a private convertible debt offering of up to $2,000,000 the Company is undertaking to raise additional reserve funds required to cover increases in wagers. The outstanding principal under the Notes, which will accrue interest at a rate equal to twelve percent (12%) per annum, is due and payable in a single balloon payment by us on the date that is one year following the date of issuance of each of the Notes. Accrued interest is to be paid monthly in cash beginning the first month after the issuance of each of the Notes. The Company has no right to prepay all or any portion of the outstanding principal under the Notes prior to the Maturity Date. The outstanding principal under the Notes and accrued and unpaid interest are convertible into shares of the Company’s common stock, par value $.0001 per share, at a conversion price equal to 80% of the lowest price per share that we sell shares of our common stock during the period beginning with the date of issuance of each of the Notes until the Maturity Date, and if no shares are sold in such period, at a conversion price equal to $1.00 per share. The number of Conversion Shares issuable upon the conversion of the Notes is subject to adjustment from time to time upon the occurrence of certain events such as stock splits or combinations and stock or other distributions of assets to equity holders.

| F-20 |

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The

fair value of the conversion feature upon issuance of the three notes was $764,593. The fair value of the conversion feature at June 30, 2024 was $592,000. As per ASC 815, the embedded conversion option was bifurcated from the host contract and $85,407 was recorded as the host contract. The fair value of the entire instrument is recorded as a level 3 financial instrument. See Note 1. The conversion option was valued by the Company using the Monte-Carlo model.

The following are the significant assumptions used in the Monte-Carlo model. See Note 9.

SCHEDULE OF SIGNIFICANT ASSUMPTIONS CONVERTIBLE DEBT

	Expected<br><br> volatility			Risk-free<br><br> interest rate			Expected<br><br> dividend yield			Expected<br> life<br> (in years)
At September 1, 2023		68.2	%		4.87	%		0	%		2.00

NOTE

7 - NOTES PAYABLE AND NOTES PAYABLE – RELATED PARTY

On

April 27, 2020, the Company executed a promissory note with Zixiao Chen, our former Chief Financial Officer for $35,000. The note bears interest at 10% per annum and is due in two business days after demand for payment. The note was repaid in full on July 25, 2022, with $7,853 of accrued interest waived by Ms. Chen as per the terms of the assignment and assumption agreement. The waiver of accrued interest has been recorded in the statement of operations as part of the gain (loss) on assignment of assets for the year ended June 30, 2023. The interest expense for the years ended June 30, 2024 and 2023 was $0 and $240 respectively. See Note 13.

On

December 30, 2020, the Company executed a promissory note with TopSight, a company owned by Zixiao Chen, our former Chief Financial Officer for cash proceeds of $30,000. The note bears interest at 10% per annum and is due in two business days after the demand for payment. On December 17, 2021, TopSight entered into a note purchase and assignment agreement with Eagle Investment Group, LLC, a company controlled by Bruce Cassidy (our Chief Executive Officer) the Chairman of our Board of Directors to assign the note to Eagle Investment Group, LLC. Concurrently, we entered into an Allonge agreement with TopSight to change the noteholder from TopSight to Eagle Investment Group, LLC.

As

of June 30, 2024 and 2023, the principal balance is $30,000 and $30,000 and accrued interest is $9,746 and $7,496, respectively. The interest expense for the years ended June 30, 2024 and 2023 was $3,000 and $3,000, respectively. See Note 13.

On

February 27, 2023, the Company entered into Stock Redemption and Purchase Agreement with John Linss, our former Chief Executive Officer and former member of the board of directors, and his wholly owned Corespeed, LLC for the purchase of Series C Convertible Preferred Stock owned by Linss’ Corespeed, LLC. See Note 10. The Company paid $300,000 at the closing and entered into a promissory note with Mr. Linss for the remaining $1,700,000 of the purchase price. The Note bears interest at a rate of 5% per annum,, and requires the following payments: (i) no less than $850,000.00, in aggregate, of one or more payments is due by the 12-month anniversary of the Note; and (ii) a balloon payment for the balance of the Note is due by the earlier of the 24-month anniversary of the Note or five days after the Company’s common stock is listed for public trading on either the Nasdaq Stock Market, the New York Stock Exchange, or the NYSE American. On February 19, 2024, the Company entered into a first amendment to the $1,700,000 promissory note with John Linss. As per the amendment, $425,000 was paid on February 27, 2024 and equal monthly payments of principal and interest of $59,665 shall be paid to Mr. Linss monthly, beginning on April 1, 2024 for a period of twenty-four months. The amended maturity date of the note is the earliest of (a) April 1, 2026, (b) upon the occurrence of an uplisting, the fifth day after the occurrence of the uplisting, or (c) upon the occurrence of a change of control. All other terms of the original note remain the same. The Company has evaluated this amendment and has deemed it a debt modification in accordance with the ASC 470 guidance.

| F-21 |

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The

outstanding principal balance at June 30, 2024, is $1,130,743, with $618,216 being classified as Note Payable- Current on the balance sheet, and accrued interest is $100,190. The outstanding principal balance at June 30, 2023, was $1,700,000, with $850,000 being classified as Note Payable- Current on the balance sheet, and accrued interest was $28,511. The interest expense for the years ended June 30, 2024 and 2023 is $194,934 and $28,511 respectively. See Notes 1, 10, and 13.

The following represents the future aggregate maturities of the promissory note with Mr. Linss as of June 30, 2024, for each of the five (5) succeeding years and thereafter as follows:

SCHEDULE OF FUTURE AGGREGATE MATURITIES OF PROMISSORY NOTE

Fiscal year<br> ending June 30,	Amount
2025	$	618,216
2026		512,527
2027		-
2028		-
2029		-
Thereafter		-
Total	$	1,130,743

On May 5, 2023, the Company entered into a Promissory Note with Excel Family Partners, LLLP, a company controlled by Bruce Cassidy (our former Chief Executive Officer through June 14, 2022) the Chairman of our Board of Directors in the principal amount of $1,600,000. The Note matures on November 4, 2023, at which time the outstanding principal amount under the Note, along with a flat funding fee of $160,000 is due and payable in full at loan maturity. In connection with entering the Note, the Company issued a Common Stock Warrant to purchase 1,600,000 shares of our common stock at an exercise price of $0.25 per share (the “Warrant”). The Warrant may be exercised, in whole or in part, at any time through May 4, 2028, on either a cash or cashless basis.

The

note payable the warrants are issued in a single transaction and as such were allocated among the among the freestanding instruments identified. The warrants were valued by the Company using the Black-Scholes option pricing model with the allocated fair value of $485,017 recorded as a note discount and amortized over the 6 month life of the note.

The following are the significant assumptions used in the Black-Scholes model:

SCHEDULE

OF SIGNIFICANT ASSUMPTIONS BLACK-SCHOLES MODEL

	Expected<br> volatility			Risk-free<br> <br>interest rate			Expected<br> <br>dividend yield			Expected<br> life <br>(in years)
At May 5, 2023		111.60	%		4.20	%		0	%		5

The

$160,000 note fee is accounted for as related party interest expense and is expensed ratably over the life of the Note.

At

June 30, 2023, the remaining balance of the note discount is $323,345 and accrued interest of $51,767 is included in the balance sheet. During the year ended June 30, 2023, $161,672 in note discount was recorded and is included in the balance sheet and $51,167 in related party interest expense is included in the statement of operations.

On

September 14, 2023, the principal balance of $1,600,000 and the flat funding fee of $160,000 was paid in full by the fourth amended line of credit with Excel Family Partners, LLLP (See Note 8).

On

May 24, 2023, the Company entered into a short term note payable with a premium finance company to fund their technology services and cyber liability insurance. The total premiums, taxes and fees financed was $434,250 at an annual percentage rate of 8.88%. After a down payment of $72,994 was made upon execution of the Note, ten monthly payments remained in the amount of $37,744 each. The final monthly payment is due on March 24, 2024. The balance of this Note was $339,694 as of June 30, 2023, and is included as part of Notes Payable – Current in the balance sheet.

| F-22 |

| --- |

On

May 24, 2024, the Company renewed the short term note payable with a premium finance company to fund their technology services and cyber liability insurance. The total premiums, taxes and fees financed was $318,557 at an annual percentage rate of 9.60%. After a down payment of $47,784 was made upon execution of the Note, ten monthly payments remained in the amount of $28,382 each. The final monthly payment is due on March 24, 2025. The balance of this Note was $257,612 and $339,694 as of June 30, 2024 and 2023, respectively, and is included as part of Notes Payable – Current in the balance sheet.

NOTE

8- LINE OF CREDIT - RELATED PARTY

On

February 22, 2022, the Company executed a non-revolving line of credit demand note for $250,000 with Excel Family Partners, LLLP (“Excel”) a company controlled by Bruce Cassidy (our Chief Executive Officer) the Chairman of and sole director our board of directors. The note bears interest at 5% per annum. The Note does not constitute a committed line of credit. Loans under the note are made by Excel in its sole and absolute discretion.

On

August 16, 2022, the non-revolving line of credit demand note was increased to $2,000,000 under the amended and restated discretionary non-revolving line of credit demand note under the same terms and conditions.

On February 24, 2023, the Company entered into a second amended and restated discretionary non-revolving line of credit demand note with Excel in the principal amount of not more than $4,000,000. The Note amends and restates that certain amended and restated discretionary non-revolving line of credit demand Note.

All loans made under the Note accrue interest at a fixed

rate per annum equal to 15.0%. The note does not constitute a committed line of credit. Loans under the Note are made by Excel in its sole discretion. Upon repayment of any amount of principal or interest under the Note, we may not reborrow under the note.

The

amended note includes a conversion option that Excel may, at its sole option, convert all or any portion of the debt into fully paid and non-assessable shares of common stock of the Company’s common stock.at a conversion price in an amount equal to the product of the lowest recent price multiplied by 80%. The lowest price is defined, as of each applicable conversion rate, the lowest price per share that Company has sold one or more Shares to an investor or lender within the 24-month period prior to the applicable conversion date; provided, however, that if no shares were sold within such 24-month period, the lowest recent price will be $0.50 per Share. The conversion option was valued by the Company using the Monte-Carlo model. See Notes 1 and 9.

The following are the significant assumptions used in the Monte-Carlo model.

SCHEDULE OF FAIR VALUE OF DERIVATIVES

	Expected<br> volatility			Risk-free<br> interest rate			Expected<br> dividend yield			Expected life<br><br> <br>(in years)
At February 24, 2023		108.5	%		4.84	%		0	%		1.77

The note includes a common stock warrant exercisable up to 4,000,000 shares of the Company’s common stock for $0.25 per share, with an expiration date of February 1, 2028. The warrants were valued by the Company using the Black-Scholes option pricing model.

The following are the significant assumptions used in the Black-Scholes model:

SCHEDULE OF FAIR VALUE OF DERIVATIVES

	Expected<br> volatility			Risk-free<br> <br>interest rate			Expected<br> <br>dividend yield			Expected<br> life <br>(in years)
At February 24, 2023		111.60	%		4.20	%		0	%		2

The

amended non-revolving line of credit was exchanged and modified on substantially different terms from the non-revolving line of credit demand note it replaced and as such is treated as a debt modification. The Company incurred debt issuance costs of $7,624,859, which is the sum of the fair value of the conversion feature in the note, and the fair value of the warrant. This total amount was included in the debt issuance costs on the accompanying balance sheet, net of amortization, for the years ended June 30, 2023 and 2022. The Company will amortize the debt issuance costs over sixteen months, which is the estimated life of the debt.

| F-23 |

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On

July 18, 2023, the Company entered into a Third Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note with Excel Family Partners, LLLP, (“Excel”) in the principal amount of not more than $5,000,000 (the “Note”). The Note amends and restates that certain Second Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note between us and Excel entered into on February 24, 2023, in the principal amount of not more than $4,000,000 (the “Former Note”). Excel is controlled by Mr. Bruce Cassidy, our Chief Executive Officer and Secretary and sole member of our board of directors (the “Board”). The Note does not constitute a committed line of credit. Loans under the Note are made by Excel in its sole and absolute discretion. Upon repayment of any amount of principal or interest under the Note, we may not reborrow under the Note. All loans made under the Note accrue interest at a fixed rate per annum equal to 15.0%. In connection with entering into the Note payable agreement, the Company issued Excel a Common Stock Warrant to purchase 1,000,000 shares of our common stock at an exercise price of $0.25 per share (the “Warrant”). The Warrant may be exercised, in whole or in part, at any time through July 17, 2028, on either a cash or cashless basis. The Note includes a conversion option that Excel may, at its sole option, convert all or any portion of the debt into fully paid and non-assessable shares of common stock of the Company’s common stock.at a conversion price in an amount equal to the product of the lowest recent price multiplied by 80%. The lowest price is defined, as of each applicable conversion rate, the lowest price per share that Company has sold one or more Shares to an investor or lender within the 24-month period prior to the applicable conversion date; provided, however, that if no Shares were sold within such 24-month period, the lowest recent price will be $0.50 per Share.

The following are the significant assumptions used in the Black-Scholes model for the warrants:

SCHEDULE OF FAIR VALUE OF DERIVATIVES

	Expected<br><br> volatility			Risk-free<br> <br> interest rate			Expected<br> <br> dividend yield			Expected<br> life <br> (in years)
At July 18, 2023		83.4	%		4.62	%		0	%		4.8

At

the date of the third amendment, the remaining unamortized debt issuance costs were $5,393,193. These costs were added to the fair value of the warrants granted as part of the amendment to increase the total debt issuance costs to $5,785,727. As per the terms of the amendment, these total costs will now be amortized over a period of twenty two months.

On

September 14, 2023, the Company entered into a Fourth Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note with Excel Family Partners, LLLP, a Florida limited liability limited partnership (“Excel”) in the principal amount of not more than $10,000,000. The Note amends and restates that certain Third Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note between us and Excel entered into on July 18, 2023 in the principal amount of not more than $5,000,000 (the “Former Note”). Excel is controlled by Mr. Bruce Cassidy, our Secretary and sole member of our board of directors (the “Board”). The Note does not constitute a committed line of credit. Loans under the Note are made by Excel in its sole and absolute discretion. Upon repayment of any amount of principal or interest under the Note, we may not reborrow under the Note. In connection with entering into the Note payable agreement, the Company issued Excel a Common Stock Warrant to purchase 3,400,000 shares of our common stock at an exercise price of $0.25 per share (the “Warrant”). The Warrant may be exercised, in whole or in part, at any time through September 13, 2028, on either a cash or cashless basis. The Note includes a conversion option that Excel may, at its sole option, convert all or any portion of the debt into fully paid and non-assessable shares of the Company’s common stock at a conversion price in an amount equal to the product of the lowest recent price multiplied by 80%. The lowest price is defined, as of each applicable conversion rate, the lowest price per share that Company has sold one or more Shares to an investor or lender within the 24-month period prior to the applicable conversion date; provided, however, that if no Shares were sold within such 24-month period, the lowest recent price will be $0.50 per Share.

| F-24 |

| --- |

The following are the significant assumptions used in the Black-Scholes model for the warrants:

	Expected<br><br> volatility			Risk-free<br> <br> interest rate			Expected<br> <br> dividend yield			Expected<br> life <br> (in years)
At September 13, 2023		86.5	%		4.60	%		0	%		4.95

At

the date of the fourth amendment, the remaining unamortized debt issuance costs were $5,308,162. These costs were added to the fair value of the warrants granted as part of the amendment to increase the total debt issuance costs to $6,668,666. As per the terms of the amendment, these total costs will now be amortized over a period of twenty months.

As

of the date of the Fourth Amended and Restated Discretionary Non-Revolving Line of Credit Demand Note, the aggregate outstanding principal balance of all loans was $6,888,801, which includes: (i) the outstanding principal balance under the Former Note of $4,251,877 as of July 24, 2023; (ii) the $500,000 borrowed under the Former Note on August 17, 2023; (iii) conversion of all accrued and unpaid interest under the Former Note through September 13, 2023 in the amount of $376,924; and (iv) the $1,760,000 borrowed under the Note as of September 14, 2023 to pay in full the bridge loan evidenced by the Promissory Note, dated May 5, 2023, in the principal amount of $1,600,000 made by Excel to the Company and the related funding fee due and owing in connection with such bridge loan. See Note 7. On September 15, 2023, the Company borrowed an additional $250,000 under the Fourth Amended and Restated Discretionary Non-Revolving Line of Credit Demand Note.

On

December 27, 2023, a total of $1,540,000 of the principal amount due under the Former Note was assigned from Excel to eight (8) third parties (each, a “Debt Assignee”) pursuant to an Assignment and Assumption for each Debt Assignee. The following day, the Company received a total of nine (9) Conversion Notices which elected, in aggregate, that a total of $10,366,653 of indebtedness under the Former Note be converted at a conversion price of $0.40 per Share (based on the sale by the Company of Shares within the last two years at $0.50 per share multiplied by 80%) into 25,916,632 Shares (the “Conversion Shares”). Excel converted $8,826,653 into 22,066,632 Conversion Shares. The Debt Assignees, collectively, converted $1,540,000 into an aggregate of 3,850,000 Conversion Shares. See Note 10.

The offer, sale and issuance of the Conversion Shares were deemed to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering. The converting debt holders acquired the Conversion Shares for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the Conversion Shares upon issuance thereof.

On

December 29, 2023, the Company entered into a Fifth Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note with Excel Family Partners, LLLP, a Florida limited liability limited partnership (“Excel”) in the principal amount of not more than $2,000,000 (the “Note”). The Note amends and restates that certain Fourth Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note between us and Excel entered into on September 14, 2023 in the principal amount of not more than $10,000,000 (the “Former Note”). Excel is controlled by Mr. Bruce Cassidy, our Chief Executive Officer and Secretary and sole member of our board of directors (the “Board”). The Note does not constitute a committed line of credit. Loans under the Note are made by Excel in its sole and absolute discretion. Upon repayment of any amount of principal or interest under the Note, we may not reborrow under the Note. In connection with entering into the Note payable agreement, the Company issued Excel a Common Stock Warrant to purchase 2,460,000 shares of our common stock at an exercise price of $0.25 per share (the “Warrant”). The Warrant may be exercised, in whole or in part, at any time through September 13, 2028, on either a cash or cashless basis. The Note includes a conversion option that Excel may, at its sole option, convert all or any portion of the debt into fully paid and non-assessable shares of common stock of the Company’s common stock.at a conversion price in an amount equal to the product of the lowest recent price multiplied by 80%. The lowest price is defined, as of each applicable conversion rate, the lowest price per share that Company has sold one or more Shares to an investor or lender within the 24-month period prior to the applicable conversion date; provided, however, that if no Shares were sold within such 24-month period, the lowest recent price will be $0.50 per Share.

A

total of $10,366,653 of indebtedness under the Former Note was converted into shares of common stock (the “Shares”) at a conversion price of $0.40 per Share (based on the sale by the Company of Shares within the last two years at $0.50 per share multiplied by 80%) on December 28, 2023.

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The following are the significant assumptions used in the Black-Scholes model for the warrants:

	Expected<br><br> volatility			Risk-free<br> <br> interest rate			Expected<br> <br> dividend yield			Expected<br> life <br> (in years)
At December 27, 2023		153.5	%		3.83	%		0	%		4.71

At

June 30, 2024, the remaining unamortized debt issuance costs were $1,330,173. Amortization of $3,559,088 and $1,952,708 was included in interest expense, respectively during the years ended June 30, 2024 and 2023.

As

of June 30, 2024 and 2023, the aggregate outstanding principal balance of all loans under the Note was $7,670,000 and $3,851,877, respectively and accrued interest was $356,002 and 259,541.

NOTE

9 – DERIVATIVE LIABILITIES

On February 24, 2023, July 18, 2023 and September 14, 2023, the Company entered into the second, third and fourth amended and restated discretionary non-revolving line of credit demand notes (“LOC”) with a common control owner (See Note 8). On August 23, 2023, August 28, 2023 and September 1, 2023, the Company entered into a Convertible Note Purchase Agreement and a Convertible Promissory Note with three unrelated parties (See Note 6). The LOC and Convertible Promissory Notes contain conversion options that qualify for embedded derivative classification. The fair value of the liability is re-measured at the end of every reporting period and the change in fair value is reported in the statement of operations as a gain or loss on change in fair value of derivatives.

The table below sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities for the years ended June 30, 2024 and 2023:

SCHEDULE

OF FAIR VALUE OF FINANCIAL LIABILITIES

Balance at the beginning<br> of the period	$	-
Embedded conversion option of convertible debt		5,888,692
Change in the fair value<br> of the embedded conversion option		970,760
Balance at June 30, 2023	$	6,859,452
Embedded conversion option of convertible debt		2,169,364
Derivative liability extinguished upon conversion<br> of debt (Note 8)		(7,288,574	)
Change in the fair value<br> of the embedded conversion option		9,532,758
Balance at June 30, 2024	$	11,273,000

The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as their fair values were determined by using Monte-Carlo model based on various assumptions. See Note 9.

Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations:

SCHEDULE

OF FAIR VALUE MEASUREMENT

	Expected<br> <br>volatility			Risk-free<br> <br>interest rate			Expected<br> <br>dividend yield			Expected<br> life <br>(in years)
At June 30, 2023		108-114	%		4.20-5.18	%		0	%		.5-2
At June 30, 2024		57.50-68.5	%		4.66-5.03	%		0	%		1.17-2.25

NOTE

10 - STOCKHOLDERS’ DEFICIT

The

Company is authorized to issue 475,000,000 shares of common stock, par value $0.0001 per share, and 25,000,000 shares of preferred stock, par value $0.0001 per share; of which 2,000,000 shares have been designated as Series A Convertible Preferred Stock, 12,000 shares have been designated as Series B Convertible Preferred Stock and 6,700,000 shares have been designated as Series C Convertible Preferred Stock.

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The Series A Convertible Preferred Stock has a liquidation preference of $0.10 per share, has super-voting rights of 100 votes per share. Each share of Series A may be converted into 100 shares of common stock at the option of the Holder thereof and without the payment of additional consideration by the Holder thereof, at any time, into shares of Common Stock at a conversion rate of one hundred (100) shares of Common Stock for every one (I) share of Series A Convertible Preferred Stock.

The

Series B Convertible Preferred Stock has a liquidation preference of $1.00 per share, has super-voting rights, and votes are determined by multiplying (a) the number of Series B shares held by such holder and (b) the conversion ratio, and each Series B share may be converted into 100 shares of common stock. Each Holder shall have the right to convert any of all of such Holder’s shares of Series B Preferred Stock into shares of common stock at the conversion ratio. Upon the closing of an underwritten, follow-on public offering of shares of the Company’s common stock with gross offering proceeds of not less than $6,000,000, each then-outstanding share of Series B Convertible Preferred Stock shall be automatically converted into shares of common stock at the conversion ratio without any affirmative action required of the Holder.

The

Series C Convertible Preferred Stock has a liquidation preference of $0.30 per share, plus a 6% per annum liquidation coupon compounded annually since the date of issuance paid only upon a liquidation event, have the right to vote for all matters submitted, including the election of directors, and all other matters as required by law. The Series C shares shall automatically convert into common stock by multiplying the number of Series C shares to be converted by the quotient obtained by dividing (x) the liquidation value by (y) the conversion value upon the date that is the earlier of (a) the closing date of an underwritten, follow-on public offering of shares of the Company’s common stock with gross offering proceeds of not less than $6,000,000; (b) the date the Company receives written notice from a holder of Series C shares of such holder’s desire and intention to convert all or some of such holder’s Series C shares; and (c) June 15, 2024.

Series A Convertible Preferred Stock

On August 30, 2022, the Series A shares owned by TopSight, a company owned by Ms. Chen, the Company’s former Chief Financial Officer, were redeemed and the Company retired all of the Series A shares. During the years ended June 30, 2024 and 2023, there were no issuances of Series A Convertible Preferred Stock. As at June 30, 2024 and 2023, no shares were outstanding.

Series B Convertible Preferred Stock

During

the years ended June 30, 2024 and 2023, there were no issuances of Series B Convertible Preferred Stock. As at June 30, 2024 and 2023, 11,693 and 11,693 shares were outstanding, respectively.

Series C Convertible Preferred Stock

On

July 11, 2022, the Company sold 2,166,666 shares of its Series C Convertible Preferred Stock at $0.30 per share for total proceeds of $650,000 to related parties. A company managed by a member of Excel Family Partners, LLLP a company controlled by Bruce Cassidy (our Chief Executive Officer) the Chairman of our board of directors purchased 1,000,000 shares, Zen SRQ LLC a company associated with a former member of the board of directors purchased 833,332 shares and Core Speed, LLC a Company owned by John Linss our former Chief Executive Officer and former member of our board of directors purchased 333,333 shares. The proceeds were used to fund operations. See Note 1.

On

August 16, 2022, John Linss our former Chief Executive Officer and former member of our board of directors was issued 2,980,000 shares of our Series C Convertible Preferred Stock as part of an amendment to his employment agreement. The stock was valued at $0.30 per share, the recent cash price paid for all previous issuances of Series C Convertible Preferred stock, and vests over a 3-year period unless certain milestones are met, in which case it will fully vest sooner.

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On

June 15, 2024, the board of directors approved the issuance of common shares upon conversion of all outstanding Series C Preferred Stock. A total of 2,799,444 shares of common stock was issued upon the conversion of 2,499,998 shares of Series C Preferred stock.

As

at June 30, 2024 and 2023, 0 and 2,499,998 shares were outstanding, respectively.

Common Stock

On

August 26, 2022, we issued 6,500,000 shares of common stock issued for the acquisition of certain assets of ZenSports Inc pursuant to an asset purchase agreement, 1,500,000 shares of common stock issued for the acquisition of certain assets of Ultimate Gamer LLC pursuant to an asset purchase agreement. See Note 3.

On

August 26, 2022, we closed on a private offering of our common stock where we sold an aggregate of 750,000 shares of our common stock to 11 third-party investors at a price of $1.00 per share for an aggregate purchase price of $750,000 (the “Private Offering”). Each of the investors had access to information concerning us and our business prospects and represented to us in connection with their purchase that they: (i) acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof; (ii) were accredited investors (iii) could bear the risks of the investment, and (iv) could hold the securities for an indefinite period of time. The offer, sale, and issuance of the shares were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering. See Note 3.

From

August 26 to September 26, 2022, we had multiple closings on our private offering whereby we issued a total of 680,000 shares of Common stock at $1.00 per share for proceeds of $250,000, $80,000, $100,000 and $250,000 totaling $680,000 to unaffiliated accredited investors. The proceeds were used for operating capital.

During

March 2023, we opened a second private offering whereby we issued 2,675,000 shares of common stock at $.50 per share for proceeds of $1,337,500 to unaffiliated accredited investors. The proceeds were used for operating capital.

On

December 28, 2023, a total of 25,916,632 shares of common stock were issued upon conversion of $10,366,653 notes payable. See Note 8. The fair market value of the total shares issued was $12,958,316 based on the most recent sales price of common stock ($.50 per share). A loss on conversion of debt and related derivative liability in the amount of $798,873 was recorded on the statement of operations. See Note 8

On

January 8, 2024 the Company sold 400,000 shares of common stock to an unrelated party for cash proceeds of $300,000.

On

June 28, 2024, the board of directors approved the issuance of 973,915 shares of common stock upon the cashless exercise of 1,043,479 warrants.

NOTE

11 - STOCK OPTIONS

On December 28, 2021, the board of directors (the “Board”) approved the 2021 stock option plan (“2021 Plan”). The 2021 Plan was subject to the approval of our stockholders within 12 months of the Board’s approval. We did not seek approval of the 2021 Plan from our stockholders on or before December 28, 2022, and no awards of any type were granted under the 2021 Plan.

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On

April 10, 2023, the Board terminated the 2021 Plan and approved a new stock option plan for our director’s officers, employees, advisors, and contractors containing the same terms and conditions as the 2021 Plan (the “2023 Plan”). The 2023 Plan is also subject to approval of our stockholders within 12 months from the date of the Board’s approval. In connection with the approval of the 2023 Plan, the Board granted Incentive Stock Options (“ISOs”) and Non statutory Stock Options (“NSOs”) under the 2023 Plan to employees and advisors of the Company to purchase a total of 3,250,000 shares of our common stock at an exercise price of $0.50 per share (the “Awards”).

As

with the 2021 Plan, the aggregate number of shares of our authorized but unissued common stock that can be awarded under the 2023 Plan is 5,960,000, whether in the form ISOs, NSOs, or Stock Bonuses (or a combination thereof). Awards can be issued under the 2023 Plan for ten years from the date the Board approved the 2023 Plan. ISOs may be exercised during a period no longer than ten years from the date of the award (five years for individuals who own more than 10% of the combined voting power of the Company). NSOs may be exercised for a maximum period of ten years from the date of the award.

As

part of the Awards, on April 10, 2023, our former CEO, Mark Thomas, was granted 800,000 ISOs and 200,000 NSOs, and our former CFO, Anthony Fidaleo, was granted 250,000 ISOs (collectively, the “Officer Awards”). In aggregate on April 10, 2023 the Company granted a total of 3,150,000 including the Officer Awards to 16 employees and 6 contractors that vest to 25% of the shares on June 16, 2023 and hereafter, the option Awards will further vest as to 1/48th of the shares monthly for a period of 36 months; provided all vesting is subject to the officer having provided continuous service to us or a related corporation through each such vesting date. ISOs and NSOs may not be exercised after the earlier of the following: (a) in the event of termination for cause (as defined by the plan): the date of termination; (b) in the event of termination due to death or disability: the earlier of the ISO or NSO’s expiration or one year after the termination due to death or disability; (c) in the event of termination for any other reason: three months following the date of termination. The Company has calculated these options estimated fair market value at $267,669 using the Black-Scholes model, with the following assumptions: expected term 4.0 years, stock price $0.50, exercise price $0.50, volatility 111.6%, risk-free rate 4.2%, and no forfeiture rate.

On

April 10, 2023, the Company granted 100,000 Awards to 1 consultant vest to 1/18th of the shares on May 10, 2023, and hereafter, the option Awards will further vest as to 1/18th of the shares monthly for a period of 17 months; provided all vesting is subject to the consultant having provided continuous service to us or a related corporation through each such vesting date. The Company has calculated these options estimated fair market value at $2,900 using the Black-Scholes model, with the following assumptions: expected term 1.5 years, stock price $0.50, exercise price $0.50, volatility 111.6%, risk-free rate 4.2%, and no forfeiture rate.

Below is a table summarizing the changes in stock options outstanding for the year ended June 30, 2024:

SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS

			Weighted Average<br> <br>ExercisePrice		Intrinsic<br><br><br><br>Value
Options outstanding as of June 30, 2023	3,250,000	9 years	$	0.50	$	-
Options exercisable as of June 30, 2023	717,361	9 years	$	0.50	$	-
Granted	-	-		-		-
Exercised	-	-		-		-
Forfeited or expired	1,175,000	-		0.50	$	-
Options outstanding as of June 30, 2024	2,075,000	7.65 years	$	0.50	$	518,750
Options exercisable as of June 30, 2024	1,517,361	7.65 years	$	0.50	$	379,340

The Company utilized the Black-Scholes valuation model for estimating fair value of the options. Each grant was evaluated based upon assumptions at the time of the grant. The assumptions used during the year ended December June 30, 2024 were as follows:

SCHEDULE OF BLACK-SCHOLES VALUATION MODEL FOR ESTIMATING FAIR VALUE

OF THE OPTIONS

	Year<br> <br>Ended June 30, 2024
Exercise Price:	$	0.50
Volatility:		111.60	%
Risk Free Rate:		4.20	%
Vesting Period:		10<br>years
Expected Life		1.5 years

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As of June 30, 2024 there was $365,850 of unrecognized compensation expense related to outstanding stock options that will be recognized

over a remaining weighted average period of 8 years.

During

the year ended June 30, 2024, 1,175,000 stock options were forfeited upon the termination of employment of two executives and one employee as per the terms of their stock option and termination agreements.

As

of June 30, 2024, all outstanding stock options were issued according to the Company’s 2023 Plan. There are 3,885,000 unissued shares of common stock available for future issuance under the 2023 Plan.

NOTE

12 - COMMITMENTS AND CONTINGENCIES

Commitments and Contingencies are as follows:

Mark

Thomas served as our Chief Executive Officer, Principal Executive Officer, President, Chief Technology Officer, interim Chief Financial Officer and interim Treasurer from January 10, 2023 until his resignation from all positions effective October 31, 2023. The Company entered into a Consulting Agreement with Thomas, effective November 1, 2023 for professional services. As part of the Consulting Agreement, Thomas received bi-monthly compensation at a rate of $200 per hour and reimbursement for all reasonable travel, entertainment, and other expenses incurred by Thomas in connection with his duties under the Consulting Agreement. The Consulting Agreement is for a term of 12 months, and could be terminated by either party at any time, without cause or further obligation, with at least fifteen (15) calendar days’ written notice. This agreement was terminated on January 27, 2024.

On

March 1, 2024, the board of directors of the Company appointed James Mackey as the Company’s new Chief Financial Officer, Principal Financial and Accounting Officer and Treasurer, effective immediately. He received an offer letter stating that he will receive an annual salary of $275,000. He is also eligible to participate in the Company’s other benefit plans.

During

August 2022, the Company entered into a 60-month contract extension with a vendor for hosting services in Nevada with the intention of using said service in multiple domestic and international jurisdictions pursuant to the Company’s expansion plans at that time. During May 2023, the Company was informed by the Tennessee Sports Wagering and Advisory Council that the vendor was not approved for hosting Sports Betting technology in Tennessee. Since the services cannot be used in Tennessee and the Company is no longer actively engaged in seeking gaming licensing in other domestic or international jurisdictions, prior to June 30, 2023, the Company entered into negotiations to settle the remaining contract and an accrued balance of $262,834 was recorded for the remaining balance of the contract. On July 31, 2024 a settlement with the vendor was reached whereas one remaining monthly payment of $5,364 was owed and the balance of $187,739 would be forgiven. This balance was reversed on the balance sheet at June 30, 2024 and recorded against general and administrative expenses.

During

May 2023, the Company was issued $500,000 in a surety bond at an annual premium cost of $12,500 and during May 2024, this surety bond was renewed with the same terms. The surety bond is held for Tennessee Sports Wagering and Advisory Council for use and benefit in order for the Company to satisfy state license requirements. There have been no claims against such bonds through June 30, 2024. See Note 1.

On February 23, 2024, a Complaint and Demand for Arbitration was filed against us with the American Arbitration Association, Las Vegas Regional Office. The complaint alleges that the Company made misrepresentations of material facts and engaged in deceptive trade practices in connection with the purchase of certain assets pursuant to an asset purchase agreement dated August 26, 2022. The Claimant was requesting an award of recission damages in the amount of $6,500,000, plus three times that amount as treble damages pursuant to Nevada Revised Statutes 598A.210. We believe the claims made by the Claimant are without merit and we refuted such claims. A settlement and release agreement was entered into on May 23, 2024, whereas Excel Family Partners, LLLP will purchase and ZenSports will sell 1,000,000 (one million) shares of the VIP Play, Inc. Stock and an unsecured promissory note with an initial principal balance of Six Hundred Thousand Dollars ($600,000), payable to ZenSports (the “Note”), which shall be personally guaranteed by Mr. Cassidy.

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Legal matter contingencies

The Company believes, based on current knowledge and after consultation with counsel, that it is not currently party to any material pending proceedings, individually or in the aggregate, the resolution of which would have a material effect on the Company. Provisions for losses are established in accordance with ASC 450, “Contingencies” when warranted. Once established, such provisions are adjusted when there is more information available about an event that occurs requiring a change.

NOTE

13 - RELATED PARTY TRANSACTIONS

Transactionswith our former and current Chief Executive Officers:

On

June 14, 2022, the Company entered into an employment agreement with John Linss, as the Company’s former Chief Executive Officer. The agreement was amended on August 16, 2022. The agreement and amended agreement work in tandem and provide for a 3-year term at an annual base salary of $500,000, a $112,000 signing bonus, and certain other bonuses and stock grants.

On

July 11, 2022, the Company sold 333,333 shares of its convertible preferred series C stock at $0.30 per share for total proceeds of $100,000 to Core Speed, LLC a Company owned by our former Chief Executive officer.

Effective January 10, 2023, John Linss, our former Chief Executive Officer and former member of our board of directors resigned. As part of the separation agreement and release as of that date, the Parties agreed that Mr. Linss through his ownership of CoreSpeed, LLC has rights set forth in the Award Agreement concerning the restricted preferred series C convertible stock that the Parties will consider Linss’ resignation a Vesting Acceleration Event of the restricted series C convertible stock.

Linss

and CoreSpeed, LLC, as part of the above-noted separation and release agreement, have agreed to sell and VIP Play, Inc. has agreed to purchase all of the Subject Shares for a total of $2,000,000 pursuant to the terms of the stock redemption and purchase agreement. See Notes 1 and 10.

On

January 10, 2023, the Board appointed Mark Thomas (“Thomas”) as the new Chief Executive Officer. In lieu of an employment agreement, Thomas received a written offer letter (the “Offer”) that states he will receive an annual salary of $380,000, and he is eligible to participate in the Company’s benefit plans. On February 6, 2023, the Company entered into a supplement to the Offer agreement with Mr. Thomas relating to the Incentive Compensation.

Transactionswith our former Chief Financial Officer:

In

July, 2022, the Company’s former Chief Financial Officer, Zixiao Chen was paid $20,000 as part of the Assignment and Assumption agreement described below.

On

April 27, 2020, the Company executed a promissory note with our former Chief Financial Officer for $35,000. The note bears interest at 10% per annum and is due in two business days after the demand for payment. The note was repaid in full on July 26, 2022. See Note 7.

On

July 26, 2022, the Company made 3 payments to the Company’s former Chief Financial Officer totaling $77,000 for the settlement of the two above-noted liabilities, to redeem and retire the 2,000,000 shares of Series A Convertible Preferred Stock owned by her and outstanding, and in anticipation of the execution of assignment and assumption agreement to assume agreed upon assets and liabilities of the prior business. The Series A shares were redeemed and retired on July 26, 2022. The assignment and assumption agreement was executed on September 15, 2022. The payments were made as follows:

-	On<br> July 26, 2022, the Company paid off $17,837 in accrued expenses owing to the Company’s former Chief Financial Officer for $20,000,<br> the excess payment of $2,163 was recorded against the gain on assignment in the statement of operations.
-	On<br> July 26, 2022, the Company paid off the promissory note held by the Company’s former Chief Financial Officer for $35,000. The<br> accrued interest was waived. See Note 7.
-	On<br> July 26, 2022, the Company redeemed and retired the 2,000,000 shares of Series A Convertible Preferred Stock owned by Ms. Chen for<br> $22,000. See Note 10.

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On February 19, 2024, the Company entered into a first amendment to the $1,700,000 promissory note with John Linss, our former Chief Executive Officer and former member of the board of directors, and his wholly owned Corespeed, LLC. As per the amendment, $425,000 was paid on February 27, 2024 and equal monthly payments of principal and interest of $59,665 shall be paid to Mr. Linss monthly, beginning on April 1, 2024 for a period of twenty-four months. The amended maturity date of the note is the earliest of (a) April 1, 2026, (b) upon the occurrence of an uplisting, the fifth day after the occurrence of the uplisting, or (c) upon the occurrence of a change of control. All other terms of the original note remain the same.

Transactionswith our former Chief Executive Officer and current Chairman of our Board of Directors:

On

July 11, 2022, the Company sold 1,000,000 shares of its convertible preferred series C stock at $0.30 per share for total proceeds of $300,000 to a company managed by a member of Excel Family Partners, LLLP a company controlled by Bruce Cassidy (our former Chief Executive Officer through June 14, 2022) and the Chairman of our board of directors. See Note 10.

On

August 16, 2022, the non-revolving line of credit demand with Excel Family Partners, LLLP (“Excel”) a company controlled by Bruce Cassidy (our former Chief Executive Officer through June 14, 2022) the Chairman of our board of directors, which can exert significant influence over the Company, was increased to $2,000,000 under the same terms and conditions. See Notes 8 and 13.

On

February 24, 2023, the Company entered into a second amended and restated discretionary non-revolving line of credit demand note with Excel in the principal amount of not more than $4,000,000 and granted a common stock warrant exercisable up to 4,000,000 shares of the Company’s common stock. See Notes 8 and 13.

On

July 18, 2023, the Company entered into a Third Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note with Excel Family Partners, LLLP, (“Excel”) in the principal amount of not more than $5,000,000 and granted a common stock warrant exercisable up to 1,000,000 shares of the Company’s common stock. See Notes 8 and 13.

On

A

total of $10,366,653 of indebtedness under the Fourth Amended and Restated Discretionary Non-Revolving Line of Credit Demand Note was converted into shares of common stock (the “Shares”) at a conversion price of $0.40 per Share (based on the sale by the Company of Shares within the last two years at $0.50 per share multiplied by 80%) on December 28, 2023. See Note 10.

On

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On September 12, 2022, we entered into an asset purchase agreement with Excel Members, LLC, a company controlled by Bruce Cassidy, (our former Chief Executive Officer through June 14, 2022) the Chairman of our Board of Directors, to acquire certain assets of a company acquired previously by Excel through an assignment for the benefit of creditors. Ultimate Gamer, LLC (“UG”), which was formerly in the business of organizing and operating in-person and online video game competitions tournaments, originally owned these assets. The purchased assets included the brand name Ultimate Gamer.

We

purchased a portion of UG assets, consisting primarily of intellectual property, including trademarks, domain name registrations, and UG’s databases of users and gamers for 1,500,000 shares of our common stock. See Notes 3 and 10.

Otherrelated party transactions:

On

July 11, 2022, the Company sold 833,332 shares of its convertible preferred series C stock at $0.30 per share for total proceeds of $250,000 to Zen SRQ LLC, a company where a former member of the board of directors owns a 25% non-controlling interest.

Effective January 1, 2023, the Company assumed the office lease of a related party, ZenSports, Inc. The lease expired on September 30, 2023, and had a monthly lease payment of $6,500.

NOTE

14 - INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A full valuation allowance is established against all net deferred tax assets as of June 30, 2024 and 2023 based on estimates of recoverability. While the Company has optimistic plans for its business strategy, it determined that such a valuation allowance was necessary given the current and expected near term losses and the uncertainty with respect to its ability to generate sufficient profits from its business model. Because of the impacts of the valuation allowance, there was no income tax expense or benefit for the years ended June 30, 2024 and 2023.

A reconciliation of the differences between the effective and statutory income tax rates for the years ended June 30, 2024 and 2023:

SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION

	Amount			Percent			Amount			Percent
	June<br> 30, 2024						June<br> 30, 2023
	Amount			Percent			Amount			Percent
Federal statutory rates	$	(3,511,140	)		21.0	%	$	(1,474,929	)		21.0	%
State income taxes		(285,468	)		1.7	%		(119,917	)		1.7	%
Valuation allowance against<br> net deferred tax assets		3,796,608			-22.7	%		1,594,846			-22.7	%
Effective rate	$	-			0.0	%	$	-			0.0	%

At June 30, 2024 and 2023, the significant components of the deferred tax assets are summarized below:

SCHEDULE OF DEFERRED TAX ASSETS

	June<br> 30, 2024			June<br> 30, 2023
Deferred income tax asset
Net operating<br> loss carryforwards	$	5,532,054		$	1,719,859
Debt extinguishment/modification		614,946			436,407
Depreciation and amortization		135,395			(106,863	)
Gain or loss on sale		(128	)		(128	)
Unrealized gains and losses<br> on investments		2,352,522			222,062
Impairments		14,276			14,276
Accrued Interest		151,482			69,574
Non-cash compensation		41,600			18,118
Capitalized Sec 174 R&D		226,025			60,649
Amortization of 174<br> R&D		(34,732	)		(6,065	)
Total deferred income tax asset		9,033,440			2,427,889
Less valuation allowance		(9,033,440	)		(2,427,889	)
Total deferred income<br> tax asset	$	-		$	-

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The

valuation allowance increased by $6,605,551 in June 2024 as a result of the Company generating additional net operating losses.

The

Company has recorded as of June 30, 2024 and 2023 a valuation allowance of $9,033,440 and $2,427,889, respectively, as it believes that it is more likely than not that the deferred tax assets will not be realized in future years. Management has based its assessment on the Company’s lack of profitable operating history.

The Company conducts an analysis of its tax positions and has concluded that it has no uncertain tax positions as of June 30, 2024 and 2023.

The

Company has net operating loss carry-forwards of approximately $24,000,000. The June 30, 2020, 2021, 2022, and 2023 tax years are still subject to audit.

NOTE

15 - SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to June 30, 2024, to the date, these financial statements were issued, and as of September 23, 2024, there were no other material subsequent events to disclose in these financial statements with the exception of the events below.

On July 25, 2024, the maturity dates of the Convertible Note Purchase Agreements and Convertible Promissory Notes with all three unrelated parties were extended for the additional term of one year. All other terms of the agreements remained the same.

On

August 7, 2024, $4,410,000 of the balance on the Fifth Amended and Restated Discretionary Non-Revolving Line of Credit Demand Note was transferred to a new Discretionary Non-Revolving Line of Credit Demand Note with Excel Family Partners, LLLP in the principal amount of not more than $5,000,000. The remaining $4,110,000 of the balance was transferred to a Sixth Amended and Restated Discretionary Non-Revolving Line of Credit Demand Note with Excel Family Partners, LLLP. See below.

On

August 7, 2024, the Company entered into a Sixth Amended and Restated Discretionary Non-Revolving Line of Credit Demand Note with Excel Family Partners, LLLP, a Florida limited liability limited partnership (“Excel”) in the principal amount of not more than $4,110,000 (the “Note”). The Note amends and restates that certain Fifth Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note between us and Excel entered into on December 29, 2023 in the principal amount of not more than $2,000,000 (the “Former Note”). Excel is controlled by Mr. Bruce Cassidy, our Secretary and sole member of our board of directors (the “Board”). The Note does not constitute a committed line of credit. Loans under the Note are made by Excel in its sole and absolute discretion. Upon repayment of any amount of principal or interest under the Note, we may not reborrow under the Note. The Note includes a conversion option that Excel may, at its sole option, convert all or any portion of the debt into fully paid and non-assessable shares of common stock of the Company’s common stock.at a conversion price in an amount equal to the product of the lowest recent price multiplied by 80%. The lowest price is defined, as of each applicable conversion rate, the lowest price per share that Company has sold one or more Shares to an investor or lender within the 24-month period prior to the applicable conversion date; provided, however, that if no Shares were sold within such 24-month period, the lowest recent price will be $0.50 per Share.

On

August 7, 2024, the Company entered into a new Discretionary Non-Revolving Line of Credit Demand Note with Excel Family Partners, LLLP, a Florida limited liability limited partnership (“Excel”) in the principal amount of not more than $5,000,000 (the “Note”). Excel is controlled by Mr. Bruce Cassidy, our Secretary and sole member of our board of directors (the “Board”). The Note does not constitute a committed line of credit. Loans under the Note are made by Excel in its sole and absolute discretion. Upon repayment of any amount of principal or interest under the Note, we may not reborrow under the Note. The Note includes a conversion option that Excel may, at its sole option, convert all or any portion of the debt into fully paid and non-assessable shares of common stock of the Company’s common stock.at a conversion price in an amount equal to the product of the lowest recent price multiplied by 80%. The lowest price is defined, as of each applicable conversion rate, the lowest price per share that Company has sold one or more Shares to an investor or lender within the 24-month period prior to the applicable conversion date; provided, however, that if no Shares were sold within such 24-month period, the lowest recent price will be $0.50 per Share. The Note bears interest at 12% and is due on demand and in no event no later than April 1, 2025.

On

August 13, 2024, the Company borrowed an additional $400,000 under the new Discretionary Non-Revolving Line of Credit Demand Note with Excel Family Partners, LLP.

On

August 28, 2024, the Company borrowed an additional $475,000 under the new Discretionary Non-Revolving Line of Credit Demand Note with Excel Family Partners, LLP.

On

September 11, 2024, the Company borrowed an additional $450,000 under the new Discretionary Non-Revolving Line of Credit Demand Note with Excel Family Partners, LLP.

As

of September 23, 2024, $4,410,00 was outstanding on the Sixth Amended and Restated Discretionary Non-Revolving Line of Credit Demand Note with Excel Family Partners, LLLP and $5,735,000 was outstanding on the new Discretionary Non-Revolving Line of Credit Demand Note with Excel Family Partners, LLLP

On August 5, 2024, the board of directors approved the winding down and dissolution of its wholly owned subsidiary, UG Acquisition Sub, Inc.

On September 20, 2024, the Company changed its legal name from KeyStar Corp. to VIP Play Inc. and changed the per share par value of its capital stock from $0.0001 to $0.001. See Note 1.

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EXHIBIT 3.1

CERTIFICATE OF

AMENDED AND RESTATED ARTICLES OF INCORPORATION

KEYSTAR CORP,

a Nevada corporation

Pursuant to the provisions of Sections 78.385, 78.390 and 78.403 of the Nevada Revised Statutes (as amended from time to time, the “NRS”), the undersigned officer of KEYSTARCORP, a corporation organized and existing under the laws of the State of Nevada, does hereby certify as follows:

The name of the corporation is KeyStar Corp (the “Corporation”). The Corporation’s Nevada Business Identification Number is NV20201760899.
The Corporation’s Articles of Incorporation was originally filed in the office of the Secretary of State of the State of Nevada on April 16, 2020 (“Original Articles”), and was subsequently amended by that certain Certificate of Amendment filed in the office of the Secretary of State of the State of Nevada on October 27, 2020 (“Certificate of Amendment”). The Corporation additionally filed two (2) Certificates of Designation on December 28, 2021, and June 10, 2022 (together, the “Certificates of Designation”). These Amended and Restated Articles of Incorporation (“Amended and Restated Articles” or the “Articles”), which restate and amend, in all respects, the provisions of the Original Articles and the Certificate of Amendment, were duly approved by the stockholders of the Corporation in accordance with the provisions of Section 78.390 of the NRS. These Amended and Restated Articles shall become effective on September 20, 2024 (the “Effective Date”).
Certain capitalized terms used in this Amended and Restated Articles are defined where appropriate herein.
The text of the Original Articles and the Certificate of Amendment are hereby restated and amended in their entirety to read as follows:

AMENDED AND RESTATED ARTICLES OF INCORPORATION

VIP PLAY, INC.

Article I

NAME

The name of the corporation is VIP Play, Inc. (hereinafter, the “Corporation”).

Article II

REGISTERED OFFICE AND AGENT

The address of the Corporation’s registered office in the State of Nevada is 701 S. Carson Street, Suite 200, Carson City, Nevada 89701. The registered agent of the Corporation is C T Corporation System, 701 S. Carson Street, Suite 200, Carson City, Nevada 89701.

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Article III

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the NRS. The Corporation is to have a perpetual existence.

Article IV

CAPITAL STOCK

1. Authorized Shares. The total number of shares of capital stock which the Corporation is authorized to issue is five hundred million (500,000,000) shares, of which (i) four hundred seventy-five million (475,000,000) shares shall be a class designated as common stock, par value $0.001 per share (the “Common Stock”), and (ii) twenty-five million (25,000,000) shall be a class designated as preferred stock, par value $0.001 per share (the “Preferred Stock”). The Preferred Stock may be issued in one or more of the following series, which series shall have the powers, designations, preferences, and relative participating, optional and other special rights, and the qualifications, limitations, and restrictions set forth below.

2. Common Stock.

(a) Dividend Rate. Subject to the rights of holders of any Preferred Stock having preference as to dividends and except as otherwise provided by these Articles as amended from time to time or the NRS, the holders of Common Stock shall be entitled to receive dividends when, as and if declared by the Board (as defined below) out of assets legally available therefor.

(b) Voting Rights. Except as otherwise provided by the NRS, the holders of the issued and outstanding shares of Common Stock shall be entitled to one (1) vote for each share of Common Stock. No holder of shares of Common Stock shall have the right to cumulate votes.

(c) Liquidation Rights. In the event of liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary or involuntary (each, a “Liquidation”), subject to the prior rights of holders of Preferred Stock to share ratably in the Corporation’s assets, the Common Stock and any shares of Preferred Stock which are not entitled to any preference in Liquidation shall share equally and ratably in the Corporation’s assets available for distribution after giving effect to any Liquidation preference of any shares of Preferred Stock. A merger, conversion, exchange or consolidation of the Corporation with or into any other person or sale or transfer of all or any part of the assets of the Corporation (which shall not in fact result in the liquidation of the Corporation and the distribution of assets to stockholders) shall not be deemed to be a Liquidation.

(d) No Conversion, Redemption, or Preemptive Rights. The holders of Common Stock shall not have any conversion, redemption, or preemptive rights.

(e) Consideration for Shares. The Common Stock authorized by these Articles shall be issued for such consideration as shall be fixed, from time to time, by the Board.

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3. Preferred Stock.

(a) Preferred Stock Generally. Preferred Stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions, and relative, participating, optional and other rights, and the qualifications, limitations, or restrictions thereof, of the Preferred Stock shall hereinafter be prescribed by resolution of the Board pursuant to this 3 of this Article IV of these Articles, except for the Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, and Series C Convertible Preferred Stock, which are set forth herein or in a certificate of designation concerning the specific series of Preferred Stock.

(i) Designation. The Board is hereby vested with the authority from time to time to provide by resolution for the issuance of shares of Preferred Stock in one or more series not exceeding the aggregate number of shares of Preferred Stock authorized by these Articles, and to prescribe with respect to each such series the voting powers, if any, designations, preferences, and relative, participating, optional, or other special rights, and the qualifications, limitations, or restrictions relating thereto, including, without limiting the generality of the foregoing: the voting rights relating to the shares of Preferred Stock of any series (which voting rights, if any, may be full or limited, may vary over time, and may be applicable generally or only upon any stated fact or event); the rate of dividends (which may be cumulative or noncumulative), the condition or time for payment of dividends and the preference or relation of such dividends to dividends payable on any other class or series of capital stock; the rights of holders of Preferred Stock of any series in the event of liquidation, dissolution, or winding up of the affairs of the Corporation; the rights, if any, of holders of Preferred Stock of any series to convert or exchange such shares of Preferred Stock of such series for shares of any other class or series of capital stock or for any other securities, property, or assets of the Corporation or any subsidiary (including the determination of the price or prices or the rate or rates applicable to such rights to convert or exchange and the adjustment thereof, the time or times during which the right to convert or exchange shall be applicable, and the time or times during which a particular price or rate shall be applicable); whether the shares of any series of Preferred Stock shall be subject to redemption by the Corporation and if subject to redemption, the times, prices, rates, adjustments and other terms and conditions of such redemption. The powers, designations, preferences, limitations, restrictions and relative rights may be made dependent upon any fact or event which may be ascertained outside the Articles or the resolution if the manner in which the fact or event may operate on such series is stated in the Articles or resolution. As used in this section “fact or event” includes, without limitation, the existence of a fact or occurrence of an event, including, without limitation, a determination or action by a person, government, governmental agency or political subdivision of a government. The Board is further authorized to increase or decrease (but not below the number of such shares of such series then outstanding) the number of shares of any series subsequent to the issuance of shares of that series. Unless the Board provides to the contrary in the resolution which fixes the characteristics of a series of Preferred Stock, neither the consent by series, or otherwise, of the holders of any outstanding Preferred Stock nor the consent of the holders of any outstanding Common Stock shall be required for the issuance of any new series of Preferred Stock regardless of whether the rights and preferences of the new series of Preferred Stock are senior or superior, in any way, to the outstanding series of Preferred Stock or the Common Stock.

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(ii) Certificate. Before the Corporation shall issue any shares of Preferred Stock of any series, a certificate of designation setting forth a copy of the resolution or resolutions of the Board, and establishing the voting powers, designations, preferences, the relative, participating, optional, or other rights, if any, and the qualifications, limitations, and restrictions, if any, relating to the shares of Preferred Stock of such series, and the number of shares of Preferred Stock of such series authorized by the Board to be issued shall be made and signed by an officer of the Corporation and filed in the manner prescribed by the NRS.

(b) Series A Convertible Preferred Stock. The Corporation previously had a series of Preferred Stock known as “Series A Convertible Preferred Stock,” comprising two million (2,000,000) shares (“Series A Stock”), pursuant to the Corporation’s Articles of Incorporation dated April 16, 2020, and the Corporation’s Certificate of Amendment dated October 27, 2020. Prior to the Effective Date of these Articles, all shares of Series A Stock have been redeemed and cancelled. From and after the Effective Date of these Articles, none of the twenty-five million (25,000,000) shares of Preferred Stock are deemed or designated as Series A Stock.

(c) Series B Convertible Preferred Stock. The Corporation created a series of Preferred Stock known as “Series B Convertible Preferred Stock,” comprising twelve thousand (12,000) shares (“Series B Stock”), pursuant to a Certificate of Designation filed with the Secretary of State of Nevada on December 28, 2021 (the “Series B Certificate of Designation”). Each share of Series B Stock issued and outstanding immediately prior to the Effective Date of these Articles shall remain validly issued, fully paid and nonassessable upon the Effective Date of these Articles. The Series B Certificate of Designation shall remain valid and in effect upon the Effective Date of these Articles.

(d) Series C Convertible Preferred Stock. The Corporation previously created a series of Preferred Stock known as “Series C Convertible Preferred Stock,” comprising six million seven hundred thousand (6,700,000) shares (“Series C Stock”), pursuant to a Certificate of Designation filed with the Secretary of State of Nevada on June 10, 2022 (the “Series C Certificate of Designation”). The Corporation subsequently withdrew the Series C Certificate of Designation by filing a Certificate of Withdrawal of Certificate of Designation with the Secretary of State of Nevada, effective August 6, 2024.

4. Non-Assessment of Stock. The capital stock of the Corporation, after the amount of the subscription price has been fully paid, shall not be assessable for any purpose, and no stock issued as fully paid shall ever be assessable or assessed, and these Articles shall not be amended in this particular. No stockholder of the Corporation is individually liable for the debts or liabilities of the Corporation.

5. Distribution Restriction. To the fullest extent permitted by the NRS, the Corporation shall be expressly permitted, but not required, to redeem, repurchase, or make distributions on the shares of its capital stock in all circumstances other than where doing so would cause the Corporation to be unable to pay its debts as they become due in the usual course of business.

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Article V

DIRECTORS

1. Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, a governing board, the Board of Directors of the Corporation (the “Board”). The members of the Board are styled as directors. The Board shall be elected in such manner as shall be provided in the Bylaws.

2. Number of Directors. The Board shall consist of at least one (1) individual and not more than thirteen (13) individuals. The number of directors may be changed from time to time in such manner as shall be provide in the Bylaws.

3. Initial Directors. Omitted pursuant to NRS 78.403.

4. Qualifications. Each director of the Corporation shall not be an Unsuitable Person, as defined below. If a director is or becomes an Unsuitable Person, the director shall immediately resign effective immediately; if such director refuses or fails to so resign, either or both the Board or stockholders may remove the director from such office by Board or stockholder action, as the case may be, in such manner as shall be provide in the Bylaws for Board or stockholder action. Any removal by the Board or the stockholders of a director that is or becomes an Unsuitable Person will be deemed a removal for cause.

Article VI

LIMITATION OF LIABILITY

To the fullest extent permitted by the NRS, as the same exists or as may hereafter be amended, a director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director or officer of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director or officer at the request of the Corporation or any predecessor to the Corporation.

Neither any amendment nor repeal of this Article VI, nor the adoption of any provision of inconsistent with this Article VI, shall eliminate or reduce the effect of this Article VI in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article VI, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

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In addition to any other rights of indemnification permitted by the laws of the State of Nevada or as may be provided for by the Corporation in its Bylaws or by agreement, the expenses of officers and directors incurred in defending any threatened, pending, or completed action, suit or proceeding (including without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative or investigative, involving alleged acts or omissions of such officer or director in his or her capacity as an officer or director of the Corporation or member, manager, or managing member of a predecessor limited liability company or affiliate of such limited liability company or while serving in any capacity at the request of the Corporation as a director, officer, employee, agent, member, manager, managing member, partner, or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, trust, or other enterprise, shall be paid by the Corporation or through insurance purchased and maintained by the Corporation or through other financial arrangements made by the Corporation, as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Corporation. To the extent that an officer or director is successful on the merits in defense of any such action, suit or proceeding, or in the defense of any claim, issue or matter therein, the Corporation shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense. Notwithstanding anything to the contrary contained herein or in the Bylaws, no director or officer may be indemnified for expenses incurred in defending any threatened, pending, or completed action, suit or proceeding (including without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative or investigative, that such director or officer incurred in his or her capacity as a stockholder.

Any repeal or modification of this Article VI approved by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the liability of a director or officer of the Corporation existing as of the time of such repeal or modification. In the event of any conflict between this Article VI and any other provision of these Articles, the terms and provisions of this Article VI shall control.

Article VII

COMBINATIONS WITH INTERESTED STOCKHOLDERS

At such time, if any, as the Corporation becomes a “resident domestic corporation,” as that term is defined in NRS 78.427, the Corporation shall not be subject to, or governed by, any of the provisions in NRS 78.411 to 78.444, inclusive, as may be amended from time to time, or any successor statute.

Article VIII

BYLAWS

The Board is expressly granted exclusive power to make, alter or repeal the bylaws of the Corporation (the “Bylaws”) pursuant to NRS 78.120.

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Article IX

UNSUITABLE PERSONS

1. Finding of Unsuitability.

(a) The capital stock of the Corporation owned or controlled by an Unsuitable Person (as defined below) or an affiliate of an Unsuitable Person (as applicable) shall be subject to mandatory sale and transfer on the terms and conditions set forth herein on the Transfer Date (as defined below) to either the Corporation or one or more Third Party Transferees (as defined below) and in such number and class(es)/series of capital stock as determined by the Board in good faith (following consultation with reputable outside gaming regulatory counsel) pursuant to a resolution adopted by the affirmative vote of a majority of the disinterested members of the Board; provided that any such sale or transfer shall occur subject to the following and shall not occur (and a Transfer Notice (as defined below) shall not be sent, and the Transfer Date shall be extended accordingly) until the later to occur of: (i) delivery to such stockholder of a copy of a resolution duly adopted by the affirmative vote of a majority of the disinterested members of the Board at a meeting thereof called and held for the purpose (after providing reasonable notice to such stockholder and a reasonable opportunity for such stockholder, together with the counsel of such stockholder, to be heard before the Board at such meeting and to provide documents and written arguments to the Board a reasonable length of time in advance of such meeting), finding that the Board has determined in good faith (following consultation with reputable outside gaming regulatory counsel) that (A) such stockholder is an Unsuitable Person, and (B) it is necessary for such stockholder or an affiliate of such stockholder (as applicable) to sell and transfer such number and class(es)/series of capital stock in order for the Corporation or any affiliated company to: (1) obtain, renew, maintain or prevent the loss, rejection, rescission, suspension, revocation or non-renewal of a material Gaming License (as defined below); (2) comply in any material respect with a material Gaming Law (as defined below); (3) ensure that any material Gaming License held or desired in good faith to be held by the Corporation or any affiliated company, or the Corporation’s or any affiliated company’s application for, right to the use of, entitlement to, or ability to obtain or retain, any material Gaming License held or desired in good faith to be held by the Corporation or any affiliated company, is not precluded, delayed, impeded, impaired, threatened or jeopardized in any material respect; or (4) prevent the imposition of any materially burdensome terms or conditions on any material Gaming License held or desired in good faith to be held by the Corporation or any affiliated company, and specifying the reasoning for such determinations in reasonable detail, and (ii) conclusion of the arbitration process described below (if applicable); provided, further, that in the event that such stockholder reasonably believes that any of the above-described determinations by the Board were not made in good faith and such disagreement cannot be settled amicably by such stockholder and the Corporation, such disagreement with respect to whether the Board’s determination(s) were made in good faith shall be finally, exclusively and conclusively settled by mandatory arbitration conducted expeditiously in accordance with the American Arbitration Association (“AAA”) rules, by a single independent arbitrator (to be chosen by mutual agreement of the applicable stockholder and the Corporation, and if the parties are unable to agree, to be chosen as provided in the AAA rules) in an arbitration process that shall take place in Las Vegas, Nevada, with each party bearing its own legal fees and expenses, unless otherwise determined by the arbitrator. For the avoidance of doubt, the only question before the arbitrator shall be whether such determinations were made by the Board in good faith. For the further avoidance of doubt, at the initial meeting described above with respect to whether a stockholder is an Unsuitable Person, the Board may defer making any such determination in order to conduct further investigation into the matter, but in connection with any future meeting of the Board regarding the matter, such stockholder shall be provided with reasonable notice and a reasonable opportunity for such stockholder, together with the counsel of such stockholder, to be heard before the Board at such meeting and to provide documents and written arguments to the Board a reasonable length of time in advance of such meeting. Following (x) the Board determining in good faith (following consultation with reputable outside gaming regulatory counsel) and in accordance with the foregoing (including such determination being made pursuant to a resolution of the Board adopted by an affirmative vote of a majority of the disinterested members of the Board), that such stockholder is an Unsuitable Person and it is necessary for such stockholder or an affiliate of such stockholder (as applicable) to sell and transfer a certain number and class(es)/series of capital stock for any of the reasons set forth above, and (y) if applicable, the arbitrator determining that such determinations were made in good faith by the Board, the Corporation shall deliver a Transfer Notice to the Unsuitable Person or its affiliate(s) (as applicable) and shall purchase and/or cause one or more Third Party Transferees to purchase such number and class(es)/series of capital stock determined in good faith by the Board in accordance with the foregoing and specified in the Transfer Notice on the Transfer Date and for the Purchase Price (as defined below) set forth in the Transfer Notice (which Purchase Price shall be determined in accordance with the definition of Purchase Price set forth below); provided that an Unsuitable Person or its affiliate(s) (as applicable) shall be permitted, during the forty five (45)-day period commencing on the date of the Transfer Notice (or before a Transfer Notice is formally delivered), to effect and close a disposition of the number and class(es)/series of capital stock specified in the Transfer Notice (or a portion of them) to a transferee that the Board determines in good faith (following consultation with reputable outside gaming regulatory counsel) is not an Unsuitable Person, on terms agreed between the Unsuitable Person and such person, entity or trust (an “Alternate Private Transaction”), it being agreed that in the event that the Board fails to make a determination in good faith that such transferee is not an Unsuitable Person within fifteen (15) days from the date on which the Corporation was presented in writing with the identity of such transferee and materials reasonably sufficient to make such determination, then the Unsuitable Person shall be entitled to consummate the Alternate Private Transaction with such transferee. In the case of a sale and transfer to the Corporation, from and after the Transfer Date and subject only to the right to receive the Purchase Price for such capital stock, such capital stock shall, be deemed no longer outstanding and such Unsuitable Person or any affiliate of such Unsuitable Person shall cease to be a stockholder with respect to such capital stock, and all rights of such Unsuitable Person or any affiliate of such Unsuitable Person therein, other than the right to receive the Purchase Price, shall cease.

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(b) In the case of an Alternate Private Transaction or a transfer to one or more Third Party Transferees otherwise determined by the Board above, from and after the earlier to occur of: (i) the Transfer Date, in the case of a transfer to one or more such Third Party Transferees, or (ii) consummation of an Alternate Private Transaction, subject only to the right to receive the Purchase Price for such Unsuitable Person’s capital stock, all rights and entitlements of the Unsuitable Person or any such affiliates of an Unsuitable Person as a stockholder of the Corporation shall be terminated, including, without limitation, any such Unsuitable Person shall from such date no longer be entitled to: (i) receive any dividend, payment, distribution or interest with regard to the applicable capital stock which has been declared following such date or of which the due payment date according to the applicable declaration is following such date, other than the right to receive the Purchase Price, or (ii) to exercise, directly or indirectly or through any proxy, trustee, or nominee, any voting or other right (including, without limitation, observer and information rights) conferred by the underlying capital stock.

(c) The closing of a sale and transfer contemplated by clauses (a) and (b) above in this Article IX, other than an Alternate Private Transaction (the “Closing”) shall take place at the principal executive offices of the Corporation or via electronic exchange of documents on the Transfer Date. At the Closing: (i) the Corporation or Third Party Transferee(s) (as applicable), shall deliver the aggregate applicable Purchase Price for the capital stock being purchased by each of the foregoing by wire transfer of immediately available funds to the account specified in writing by the Unsuitable Person or an affiliate of such Unsuitable Person (as applicable) in the case of Third Party Transferees, by unsecured promissory note in the case of the Corporation, or combination of both in the case of the Corporation in such proportion as the Corporation may determine in its sole and absolute discretion and (ii) the Unsuitable Person or affiliate of such Unsuitable Person (as applicable) shall deliver to the Corporation or each such Third Party Transferee (if applicable), such stock powers, assignment instruments and other agreement as are necessary or appropriate to fully convey all right, title and interest in and to the capital stock being purchased by each of the foregoing, free and clear of all liens and other encumbrances (other than restrictions on transfer under these Articles, the Bylaws, any applicable stockholders agreement(s), and applicable federal and state securities laws) and to evidence the subordination of any promissory note if and only to the extent required by any debt obligations of the Corporation (and to the minimum extent required pursuant to such subordination arrangement). Such stock powers, assignment instruments and other agreements shall be in a form reasonably acceptable to the Corporation and shall include no representations and warranties other than such representations and warranties as to title and ownership of the capital stock being sold, due authorization, execution and delivery of relevant documents by the Unsuitable Person or any such affiliates of such Unsuitable Person (as applicable), and the enforceability of relevant obligations of such party under the relevant documents). Under any promissory note, an amount equal to one-third of the principal amount and the interest accrued thereon shall be due and payable no later than three (3) months following the Transfer Date, and the remaining principal amount of any such promissory note together with any unpaid interest accrued thereon shall be due and payable no later than one (1) year following the Transfer Date; provided that in the event that the Corporation does not have funds available to make the first payment, the Corporation and the Unsuitable Party agree to negotiate an alternate payment structure (including, without limitation, whether or not the promissory note or payment obligation should be secured by assets of the Corporation) in good faith (except that in the event that the Corporation and the Unsuitable Person are unable to reach an amicable solution as to such alternate payment structure, the original payment schedule and terms set out in first part of this sentence shall remain in force, and the applicable amounts under the promissory note shall be due and payable in accordance with the payment schedule set out above). The unpaid principal of any such promissory note shall bear interest at the rate of five percent (5%) per annum, and such promissory note shall contain such other reasonable and customary terms and conditions as the Corporation reasonably determines necessary or advisable, provided that they do not include any unduly burdensome or unreasonably adverse terms to the Unsuitable Person or affiliate of such Unsuitable Person (as applicable), it being agreed that such terms may include, without limitation, prepayment at the maker’s option at any time without premium (other than the interest agreed herein) or penalty and subordination if and only to the extent required by any debt obligations of the Corporation (and to the minimum extent required pursuant to such subordination arrangement). The sale and transfer of the applicable capital stock shall be effected at the Closing upon delivery of the Purchase Price described in this Article IX1(c) without regard to the provision by the Unsuitable Person or affiliate of such Unsuitable Person (as applicable) of the stock powers, assignment instruments and other agreements described above (and subject to their terms described above) and the Corporation may in its sole and absolute discretion execute and deliver such instruments or other documents described above necessary to effect such transfer under such terms (including, without limitation, any stock powers, assignment instruments and other agreements) and deemed by the Corporation in its sole and absolute discretion (acting in good faith) to be necessary or advisable in its name or in the name and on behalf of the Unsuitable Person or any affiliate of such Unsuitable Person (as applicable) to effect the sale and transfer; provided, however, that the Unsuitable Person or affiliate of such Unsuitable Person (as applicable) shall continue to have the obligation to the Corporation and the Third Party Transferees, as applicable, to provide such stock powers, assignment instruments and other agreements.

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(d) To the extent that a sale and transfer to one or more Third Party Transferees is determined to be invalid or unenforceable for any reason, the Corporation shall be permitted to redeem or repurchase the capital stock owned or controlled by an Unsuitable Person or an affiliate of an Unsuitable Person (as applicable) for the price and under the terms contemplated by this Article IX promptly following any such determination.

2. Indemnification. Any Unsuitable Person and any affiliate of an Unsuitable Person that owns or controls capital stock shall indemnify and hold harmless the Corporation and its affiliated companies for any and all losses, costs and expenses, including, without limitation, attorneys’ costs, fees and expenses reasonably incurred by the Corporation and its affiliated companies as a result of, or arising out of, such Unsuitable Person’s or Affiliate’s continuing ownership or control of capital stock following the Transfer Date in breach of this Article IX, the neglect, refusal or other failure to comply in any material respect with the provisions of this Article IX, or failure to divest itself of any capital stock when and in the specific manner required by the Gaming Laws or this Article IX and by acceptance of its capital stock any such Unsuitable Person or affiliate of an Unsuitable Person shall be deemed to have agreed to so indemnify the Corporation.

3. Non-Exclusivity of Rights. The right of the Corporation to purchase or cause to be purchased its capital stock pursuant to this Article IX shall not be exclusive of any other rights the Corporation may have or hereafter acquire under any agreement, provision of these Articles or the Bylaws or otherwise. Notwithstanding the provisions of this Article IX, the Corporation, the Unsuitable Person and any of its affiliates shall have the right to propose that the parties, immediately upon or following the delivery of the Transfer Notice, enter into an agreement or other arrangement (including, without limitation, based on any agreement that may be reached between the applicable Gaming Authority (as defined below) and an Unsuitable Person or its affiliates in this regard), including, without limitation, a divestiture trust or divestiture plan, which will reduce or terminate an Unsuitable Person’s or its affiliate’s ownership or control of all or a portion of its capital stock over time and, in the event such an agreement or arrangement is reached, the terms of such agreement or arrangement as agreed by the Corporation, such Unsuitable Person and any affiliates of such Unsuitable Person (including, without limitation, as to the purchase price at which the capital stock can be sold) shall apply and prevail over the terms of this Article IX.

4. Further Actions. Nothing contained in this Article IX shall limit the authority of the Corporation to take such other action, to the extent permitted by law, as it deems necessary or advisable (following consultation with reputable outside gaming regulatory counsel) to protect the Corporation or its affiliated companies from the denial or threatened denial, loss or threatened loss or material delayed issuance or threatened material delayed issuance of any material Gaming License of the Corporation or any of its affiliated companies, provided that any forced disposal of capital stock shall be effected only in accordance with the terms of this Article IX. In addition, the Corporation may, to the extent permitted by law, from time to time establish, modify, amend or rescind bylaws, regulations, and procedures of the Corporation to the extent they are not inconsistent with the express provisions of this Article IX for the purpose of determining whether any person, entity or trust is an Unsuitable Person and for the orderly application, administration and implementation of the provisions of this Article IX; provided that the provisions of any such bylaws, regulations and procedures shall not be more adverse in any material respect to the stockholders than the provisions of this Article IX. Such procedures and regulations shall be kept on file with the Secretary of the Corporation, the secretary of its affiliated companies and with the transfer agent, if any, of the Corporation and any affiliated companies, and shall be made available for inspection and, upon reasonable request, mailed to any record holder of capital stock. The Board shall have exclusive authority and power to administer this Article IX and to exercise all rights and powers specifically granted to the Board or the Corporation, or as may be necessary or advisable in the administration of this Article IX. Subject to the arbitration provisions set forth above, all such actions which are done or made by the Board in compliance with the provisions of this Article IX and applicable law shall be final, conclusive and binding on the Corporation and all other persons, entities and trust; provided, however, the Board may delegate all or any portion of its duties and powers under this Article IX to a committee of the Board as it deems necessary or advisable.

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5. Legend. The restrictions set forth in this Article IX shall be noted conspicuously on any certificate or registration evidencing capital stock in accordance with applicable law in such manner as may be determined by the Corporation in its sole and absolute discretion.

6. Compliance with Gaming Laws. All persons, entities or trusts owning or controlling capital stock in the Corporation shall comply with all applicable Gaming Laws which apply to them in their capacity as owners or controllers of the capital stock, including, without limitation, any provisions of such Gaming Laws that require such stockholders to file applications for Gaming Licenses with, and provide information to, the applicable Gaming Authorities in respect of Gaming Licenses held or desired to be held by the Corporation or any affiliated companies, subject to any rights that such stockholders may have under such Gaming Laws to seek waivers or similar relief from the applicable Gaming Authorities with respect to such requirements to file applications and provide information. Any transfer of capital stock may be subject to the prior approval of the Gaming Authorities and/or the Corporation, and any purported transfer thereof in violation of such requirements shall be void ab initio.

7. Provisions of the Bylaws in Conflict with Law or Regulation. The provisions of these Articles are severable, and if the Board shall determine, with the advice of reputable outside gaming regulatory counsel, that any one or more of the provisions contained herein are in conflict with any laws or regulations, including without limitation, any Gaming Laws, then such conflicting provisions shall be deemed never to have constituted a part of these Articles, and the Board shall amend these Articles; provided, however, that this determination shall not affect or impact any of the remaining provisions of these Articles or render invalid or improper any action taken or omitted prior to such determination. If any provision of these Articles shall be held invalid or unenforceable, the invalidity or unenforceability shall attach only to that provision and shall not in any manner affect or render invalid or unenforceable any other provision, and these Articles shall be carried out as if the invalid or unenforceable provision was not present.

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8. For purposes of this Article IX, certain capitalized terms shall have the meaning set forth below:

“Gaming Activities” means the conduct of gaming and gambling activities, race books and sports pools, or the use of gaming devices, equipment and supplies in the operation of a casino, gambling simulcasting facility, card club or other similar enterprise, including, without limitation, slot machines, gaming tables, cards, dice, gaming chips, player tracking systems, cashless wagering systems, mobile gaming systems, inter-casino linked systems and related and associated equipment, supplies and systems.

“Gaming Authorities” means all international, national, foreign, domestic, federal, state, provincial, regional, local, tribal, municipal and other regulatory and licensing bodies, instrumentalities, departments, commissions, authorities, boards, officials, tribunals and agencies with authority over or responsibility for the regulation of Gaming Activities within any Gaming Jurisdiction.

“Gaming Jurisdictions” means all jurisdictions, domestic and foreign, and their political subdivisions, in which Gaming Activities are or may be lawfully conducted, and in which or from which the Corporation or any of its affiliated companies conducts, or reasonably expects to conduct, Gaming Activities which are subject to Gaming Laws.

“Gaming Laws” means all laws, statutes and ordinances pursuant to which any Gaming Authority possesses regulatory, permit and licensing authority over the conduct of Gaming Activities in which the Corporation or any of its affiliated companies engages, or the ownership or control of an interest in any such entity that conducts Gaming Activities, in any Gaming Jurisdiction, all orders, decrees, rules and regulations promulgated thereunder, all written and unwritten policies of the Gaming Authorities with respect to the foregoing and all written and unwritten interpretations by the Gaming Authorities of such laws, statutes, ordinances, orders, decrees, rules, regulations and policies.

“Gaming Licenses” shall mean all licenses, permits, certifications, approvals, orders, authorizations, registrations, findings of suitability, franchises, exemptions, waivers, concessions and entitlements issued by any Gaming Authority necessary for or relating to the conduct of Gaming Activities by the Corporation or any affiliated company or the ownership or control by any person of an interest in any of the foregoing entities, to the extent that it conducts or reasonably expects in good faith to conduct Gaming Activities.

“Purchase Price” means the fair value of the applicable capital stock based on the per share value of such capital stock as determined by the Board in good faith (it being agreed that in the case shares of Common Stock or shares of Preferred Stock of the Corporation that are listed on a national securities exchange, such fair value per share shall be the average of the Volume Weighted Average Share Price of such shares for the twenty (20) consecutive trading days preceding the date on which the Transfer Notice in respect of such capital stock is delivered by the Corporation to the Unsuitable Person or affiliate of such Unsuitable Person (as applicable), if such information is available).

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“Third Party Transferees” means one or more third parties determined in accordance with the procedures set forth in Article IX1(a) of these Articles to purchase some or all of the capital stock to be sold and transferred in accordance with a Transfer Notice and the terms of these Articles.

“Transfer Date” means the date specified in the Transfer Notice as the date on which the capital stock owned or controlled by an Unsuitable Person or an affiliate of an Unsuitable Person (as applicable) are to be sold and transferred to the Corporation or one or more Third Party Transferees in accordance with Article IX of these Articles, which date shall be no less forty-six (46) days and no later than seventy-five (75) days after the date of the Transfer Notice.

“Transfer Notice” means a notice of transfer delivered by the Corporation to an Unsuitable Person or an affiliate of an Unsuitable Person (as applicable) if the Board deems it necessary or advisable, to cause such Unsuitable Person’s or affiliate’s (as applicable) capital stock to be sold and transferred pursuant to Article IX of these Articles. Each Transfer Notice shall set forth (i) the Transfer Date, (ii) the number and class/series of capital stock to be sold and transferred, (iii) the Purchase Price with respect to each class/series of such capital stock which will be determined in accordance with the terms of Article IX of these Articles, (iv) the place where any certificates for such capital stock shall be surrendered, and (v) any other reasonable requirements of surrender of the capital stock imposed in good faith by the Corporation, including, without limitation, how certificates representing such capital stock are to be endorsed, if at all.

“Unsuitable Person” means a person, entity, or trust who (i) fails or refuses to file an application (or fails or refuses, as an alternative, to otherwise formally request from the relevant Gaming Authority a waiver or similar relief from filing such application) within thirty (30) days (or such shorter period imposed by any Gaming Authority, including any extensions of that period granted by the relevant Gaming Authority, but in no event more than such original thirty (30) days) after having been requested in writing and in good faith to file an application by the Corporation (based on consultation with reputable outside gaming regulatory counsel), or has withdrawn or requested the withdrawal of a pending application (other than for technical reasons with the intent to promptly file an amended application following such withdrawal), to be found suitable by any Gaming Authority or for any Gaming License, in each case, when such finding of suitability or Gaming License is required by Gaming Laws or Gaming Authorities for the purpose of obtaining a material Gaming License for, or compliance with material Gaming Laws by, the Corporation or any affiliated company, (ii) is denied or disqualified from eligibility for any material Gaming License by any Gaming Authority, (iii) is determined by a Gaming Authority in any material Gaming Jurisdiction to be unsuitable to own or control any capital stock, or be affiliated, associated or involved with a person engaged in Gaming Activities, (iv) is determined by a Gaming Authority to have caused in whole or in part any material Gaming License of the Corporation or any affiliated company to be lost, rejected, rescinded, suspended, revoked or not renewed by any Gaming Authority, or to have caused in whole or in part the Corporation or any affiliated company to be threatened in writing by any Gaming Authority with the loss, rejection, rescission, suspension, revocation or non-renewal of any material Gaming License (in each of (ii) through (iv) above, only if such denial, disqualification or determination by a Gaming Authority is final and non-appealable), or (v) is reasonably likely to, in the sole and absolute discretion of the Board, (A) preclude or materially delay, impede, impair, threaten or jeopardize (1) any material Gaming License held or desired in good faith to be held by the Corporation or any affiliated company or (2) the Corporation’s or any affiliated company’s application for, right to the use of, entitlement to, or ability to obtain or retain, any material Gaming License held or desired in good faith to be held by the Corporation or any affiliated company, or (B) cause or otherwise be reasonably likely to result in the imposition of any materially burdensome terms or conditions on any material Gaming License held or desired in good faith to be held by the Corporation or any affiliated company.

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Article X

MISCELLANEOUS

1. Headings. The headings of the various sections and subsections of these Articles are for convenience of reference only and shall not affect the interpretation of any of the provisions of these Articles.

2. Interpretation. Whenever possible, each provision of these Articles shall be interpreted in a manner as to be effective and valid under applicable law and public policy. If any provision set forth herein is held to be invalid, unlawful, or incapable of being enforced by reason of any rule of law or public policy, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions these Articles. No provision herein set forth shall be deemed dependent upon any other provision unless so expressed herein. If a court of competent jurisdiction should determine that a provision of these Articles would be valid or enforceable if a period of time were extended or shortened, then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Corporation has caused these Amended and Restated Articles of Incorporation to be signed by the undersigned, a duly authorized officer of the Corporation, on August 7, 2024.

KeyStar Corp, a Nevada corporation
By:	/s/ Bruce Cassidy
	Bruce Cassidy, its Chief Executive Officer

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EXHIBIT31.1

CERTIFICATION PURSUANT TO

EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bruce Cassidy, certify that:

1.	I<br> have reviewed this annual report on Form 10-K of VIP Play, Inc.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	I<br> am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and<br> 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant<br> and have;
a.	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to<br> ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others<br> within those entities, particularly during the period in which this report is being prepared;
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b.	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
d.	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	I<br> have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors<br> and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
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a.	All<br> significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
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b.	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:	September 23, 2024	/s/ Bruce Cassidy
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		Bruce<br> Cassidy
		Principal<br> Executive Officer

EXHIBIT31.2

CERTIFICATION PURSUANT TO

EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James Mackey, certify that:

1.	I<br> have reviewed this annual report on Form 10-K of VIP Play, Inc.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	I<br> am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and<br> 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant<br> and have;
a.	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to<br> ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others<br> within those entities, particularly during the period in which this report is being prepared;
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b.	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
d.	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	I<br> have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors<br> and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
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a.	All<br> significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
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b.	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:	September<br> 23, 2024	/s/ James Mackey
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		James<br> Mackey
		Principal<br> Financial Officer

EXHIBIT32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of VIP Play, Inc., (the “Company”) on Form 10-K for the 12-month period ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bruce Cassidy, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;

(1)	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company.
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/s/ Bruce Cassidy
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Name:	Bruce Cassidy
Title:	Chief Executive Officer
Date:	September 23, 2024

EXHIBIT32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of VIP Play, Inc., (the “Company”) on Form 10-K for the 12-month period ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James Mackey, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;

(1)	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company.
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/s/ James Mackey
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Name:	James Mackey
Title:	Chief Financial Officer
Date:	September 23, 2024