10-Q

---

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

Form

10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe quarterly period ended September 30, 2024

☐

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

Commission

File Number: 000-56290

VIP Play, Inc.
(Exact<br> name of registrant as specified in its charter)
Nevada	85-0738656
---	---
(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

(Former

name or former address, if changed since last report): N/A

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 whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 (§ 229.405 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:

Large<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> filer	☒	Smaller<br> reporting company	☒
		Emerging<br> 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The

number of shares of the issuer’s common stock outstanding as of November 8, 2024, was 72,661,657 shares, par value $0.001 per share.

VIP

Play, Inc.

Form

10-Q

Table

of Contents

PART<br> I - FINANCIAL INFORMATION	1
ITEM<br> 1. FINANCIAL STATEMENTS	1
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS	5
ITEM 4. CONTROLS AND PROCEDURES	5
PART II - OTHER INFORMATION	6
ITEM 6. EXHIBITS	6
SIGNATURES	7

PART

I - FINANCIAL INFORMATION

Item1. Financial Statements

Our financial statements included in this Form 10-Q are as follows:

F-1	Condensed<br> Consolidated Balance Sheets as of September 30, 2024 (unaudited), and June 30, 2024;
F-3	Condensed<br> Consolidated Statements of Operations for the three months ended September 30, 2024, and 2023 (unaudited);
F-4	Condensed<br> Consolidated Statement of Stockholders’ Deficit for the three month period ended September 30, 2024, and 2023 (unaudited);
F-6	Condensed<br> Consolidated Statements of Cash Flow for the three months ended September 30, 2024, and 2023 (unaudited);
F-7	Notes<br> to Condensed Consolidated Financial Statements.

| 1 |

| --- |

---

VIP

PLAY, INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS

	September<br> 30, 2024		June<br> 30, 2024
	(unaudited)
ASSETS
Current<br> assets:
Cash	$	342,186	$	221,754
Cash reserved for users		202,188		228,009
Prepaid expenses and other<br> current assets		523,219		795,663
Total<br> current assets		1,067,593		1,245,426
Other assets:
Equipment, net		1,738		2,153
Intangible assets, net		6,400,086		6,760,295
Debt issuance costs, net		689,512		1,330,173
Security deposit		12,236		12,236
Total other assets		7,103,572		8,104,857
Total<br> assets	$	8,171,165	$	9,350,283
LIABILITIES<br> AND STOCKHOLDERS’ DEFICIT
Current<br> liabilities:
Accounts payable and accrued<br> expenses	$	1,041,252	$	1,408,729
Accrued expenses - related<br> party		684,391		371,598
Players balances		261,799		313,758
Notes payable – current		813,620		875,828
Notes payable - related<br> party, net of discount		30,000		30,000
Notes payable		30,000		30,000
Convertible notes, net		85,407		85,407
Line of credit - related<br> party		10,395,000		7,670,000
Derivative liability		12,925,000		11,273,000
Total<br> current liabilities		26,236,469		22,028,320
Long-term<br> liabilities:
Notes payable - long-term		346,470		512,527
Total<br> long-term liabilities		346,470		512,527
Total<br> liabilities		26,582,939		22,540,847
Commitments<br> and contingencies		-		-

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

| F-1 |

| --- |

---

VIP

PLAY, INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS - Continued

			June<br> 30, 2024
Stockholders’<br> deficit:
Preferred stock, 0.0001<br> par value, 25,000,000 shares authorized
Series A preferred stock,<br> 2,000,000 shares designated, 0 and 0 shares issued and outstanding as of September 30, 2024, and June 30, 2024, respectively	-			-
Series B preferred<br> stock, 12,000 shares designated, 11,693 and 11,693 shares issued and outstanding as of September 30, 2024, and June 30, 2024, respectively	11,693			11,693
Series C preferred stock,<br> 6,700,000 shares designated, 0 and 0 shares issued and outstanding as of September 30, 2024, and June 30, 2024, respectively	-			-
Preferred stock value	-			-
Common stock, 0.001 par<br> value, 475,000,000 shares authorized, 71,994,990 and 71,994,990 shares issued and outstanding as of September 30, 2024, and June<br> 30, 2024, respectively	71,994			7,199
Additional paid-in capital	30,278,695			30,295,318
Accumulated deficit	(48,774,156	)		(43,504,774	)
Total<br> stockholders’ deficit	(18,411,774	)		(13,190,564	)
Total<br> liabilities and stockholders’ deficit	8,171,165		$	9,350,283

All values are in US Dollars.

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

| F-2 |

| --- |

---

VIP

PLAY, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	2024			2023
	For the three months ended<br> <br>September 30,
	2024			2023
Negative<br> gaming revenues	$	(3,337	)	$	(218,624	)
Costs<br> of gaming revenue		96,232			405,244
Net<br> gaming loss		(99,569	)		(623,868	)
Operating<br> expenses:
Salaries<br> and wages		925,801			815,341
Depreciation<br> and amortization		472,223			432,427
Sales<br> and marketing		116,362			1,216,067
General<br> and administrative		988,564			708,002
Total<br> operating expenses		2,502,950			3,171,837
Other income<br> (expense):
(Loss)<br> gain on change in fair value of derivative		(1,652,000	)		329,235
Interest<br> expense		(61,408	)		(39,252	)
Interest<br> expense - related party		(953,455	)		(1,552,580	)
Interest<br> expense		(953,455	)		(1,552,580	)
Total<br> other expense		(2,666,863	)		(1,262,597	)
Net<br> loss	$	(5,269,382	)	$	(5,058,302	)
Less:<br> deemed dividend from the purchase of Series C preferred stock		-			(1,006,000	)
Net<br> loss attributable to common stockholders		(5,269,382	)		(6,064,302	)
Net loss per common share<br> <br>-<br> basic and diluted	$	(0.07	)	$	(0.14	)
Weighted average number of common shares outstanding<br> <br>-<br> basic and diluted		73,164,290			41,905,000

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

| F-3 |

| --- |

---

VIP

PLAY, INC.

CONDENSED

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

(unaudited)

	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital			(Deficit)			(Deficit)
	Preferred<br> Shares Series<br> A 0.0001 Par Value			Preferred<br> Shares Series<br> B 1.00<br> Par Value			Preferred Shares Series<br> C 0.0001<br> Par Value			Common<br> Shares 0.001 Par Value			Additional<br> Paid-In			Accumulated			Total<br> <br> Stockholders’<br> Equity
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital			(Deficit)			(Deficit)
Balance,<br> June 30, 2023		$	-		$	11,693		$	250		$	4,191	$	12,669,930	-	$	(13,119,081	)	$	(433,017	)
Fair value<br> of vested incentive stock -			-			-			-			-		112,720	-		-			112,720
Fair value<br> of warrant granted as part of amended related party demand line of credit			-			-			-			-		1,753,037	-		-			1,753,037
Net loss<br> for the period			-			-			-			-		-	-		(5,058,302	)		(5,058,302	)
Balance, September 30,<br> 2023		$	-		$	11,693		$	250		$	4,191	$	14,535,687	-	$	(18,177,383	)	$	(3,625,562	)

All values are in US Dollars.

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

| F-4 |

| --- |

---

VIP

PLAY, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT - continued

(unaudited)

	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital			Receivable		Deficit			(Deficit)
	Preferred Shares Series<br> A 0.0001 Par Value			Preferred<br> Shares Series<br> B 1.00 Par Value			Preferred Shares Series<br> C 0.0001 Par Value			Common<br> Shares 0.001<br> Par Value			Additional<br> Paid-In			Stock<br> Subscriptions		Accumulated			Total Stockholders’<br> <br>Equity
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital			Receivable		Deficit			(Deficit)
Balance, June<br> 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	)
Fair value<br> of vested incentive stock options			-			-			-			-		48,172			-		-			48,172
Change<br> in par value of common stock			-			-			-			64,795		(64,795	)		-		-			-
Net loss<br> for the period			-			-			-			-		-			-		(5,269,382	)		(5,269,382	)
Balance, September 30,<br> 2024		$	-		$	11,693		$	-		$	71,994	$	30,278,695		$	-	$	(48,774,156	)	$	(18,411,774	)
Balance		$	-		$	11,693		$	-		$	71,994	$	30,278,695		$	-	$	(48,774,156	)	$	(18,411,774	)

All values are in US Dollars.

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

| F-5 |

| --- |

---

VIP

PLAY, INC.

CONDENSED

CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)

	2024			2023
	For the Three Months Ended<br><br> <br>September 30,
	2024			2023
CASH FLOWS<br> FROM OPERATING ACTIVITIES
Net<br> loss	$	(5,269,382	)	$	(5,058,302	)
Adjustments<br> to reconcile net loss to net cash provided by operating activities:
Amortization<br> of debt issuance costs – related party		640,662			935,248
Depreciation<br> and amortization		472,223			432,427
Incentive<br> stock option expense		48,172			112,720
Discount<br> on related party note payable		-			323,345
Loss<br> (gain) on change in fair value of derivative		1,652,000			(329,235	)
Changes<br> in operating assets and liabilities:
Prepaid<br> expenses and other current assets		272,447			332,878
Accounts<br> payable and accrued expenses		(367,477	)		443,631
Accounts<br> payable and accrued expenses - related party		312,793			(82,937	)
Players<br> balances		(51,958	)		1,289,144
Net<br> cash used in operating activities		(2,290,520	)		(1,601,081	)
CASH FLOWS<br> FROM INVESTING ACTIVITIES
Cash paid<br> for capitalized software		(111,604	)		(111,000	)
Net cash<br> used in investing activities		(111,604	)		(111,000	)
CASH FLOWS<br> FROM FINANCING ACTIVITIES
Proceeds<br> from line of credit, related party		2,725,000			1,776,924
Proceeds<br> from convertible notes		-			850,000
Repayments<br> of note payable, current		(228,265	)		(113,222	)
Net cash<br> provided by financing activities		2,496,735			2,513,702
NET CHANGE IN CASH		94,611			801,621
CASH AT BEGINNING OF PERIOD		449,763			355,396
CASH AT END OF PERIOD	$	544,374		$	1,157,017
DISCLOSURE OF CASH AND CASH<br> RESERVERD FOR USERS:
CASH		342,186			113,593
CASH<br> RESERVED FOR USERS		202,188			1,043,424
CASH AT END OF PERIOD	$	544,374		$	1,157,017
SUPPLEMENTAL INFORMATION:
Interest<br> paid	$	56,120		$	8,500
NON-CASH FINANCING AND INVESTING<br> ACTIVITIES:
Payoff<br> of related party note payable with related party line of credit	$	-		$	1,760,000

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

| F-6 |

| --- |

---

VIP

PLAY, INC.

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER

30, 2024 AND 2023

NOTE

1 – OVERVIEW AND ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Overviewand Organization

VIP Play, Inc., formerly known as KeyStar Corp. (the “Company,” “we”, “us” and “our”) was incorporated on April 16, 2020, under the laws of the State of Nevada, as VIP Play, Inc. Up until August 5, 2024, the company had 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. On August 5, 2024, the board of directors approved the winding down and dissolution of its wholly owned subsidiary, UG Acquisition Sub, Inc. 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.

Basisof Presentation

The foregoing unaudited condensed interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the audited financial statements and the notes thereto included on Form 10-K for the year ended June 30, 2024. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

| F-7 |

| --- |

Operating results for the three month period ended September 30, 2024, are not necessarily indicative of the results that may be expected for the year ending June 30, 2025. The condensed consolidated balance sheet at June 30, 2024, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles in the U.S. for complete financial statements.

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.

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.

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.

| F-8 |

| --- |

---

GoingConcern

The

Company’s condensed 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 $48,774,156 as of September 30, 2024. The Company had a net loss from operations of $5,269,382 and negative cash flows of $2,290,520 from operations for the three months ended September 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 line of credit, a related party note payable, a 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 sales 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.

Cashand Equivalents

The

Company considers all highly liquid investments with an original maturity of three months or less to be cash 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 September 30, 2024, the Company’s cash balance exceeded the FDIC limits by approximately $92,000. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts.

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 September 30, 2024 and June 30, 2024, approximately $202,000 and $228,000 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:

SCHEDULE

OF EQUIPMENT ESTIMATED USEFUL LIVES

Equipment	3<br> to 5 years

| F-9 |

| --- |

---

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

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. Developed technology was placed in service on June 8, 2023. See Note 3.

Estimated useful lives are as follows:

SCHEDULE

OF ESTIMATED LIVES OF INTANGIBLE ASSETS

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

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.

| F-10 |

| --- |

---

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 did not record any impairment charges related to intangibles assets during the three months ended September 30, 2024 and 2023.

LeaseCommitments

On October 1, 2023, the Company entered into a lease for office space in Miami, Florida. The lease expired on October 31, 2024, and was not renewed. The lease 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.

Total

rental expense for the three months ended September 30, 2024 and 2023 was $26,220 and $21,652, 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 supported by little to no market activity.

| F-11 |

| --- |

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 three months ended September 30, 2024, or 2023.

SCHEDULE

                                        OF DERIVATIVE LIABILITIES

Description	Total<br> fair <br> value at <br> September 30, 2024		Quoted<br> prices<br> in Active <br> markets (level 1)		Significant<br> other<br> observable inputs<br> (level 2)		Significant<br><br> unobservable<br> inputs (level 3)
Derivative<br> liability (1)	$	12,925,000	$	-	$	-	$	12,925,000
Description	Total<br> fair <br> value at <br> June 30, 2024		Quoted<br> prices <br> in Active <br> markets (level 1)		Quoted<br> prices<br> in Active <br> markets (level 2)		Quoted<br> prices<br> in Active <br> markets (level 3)
---	---	---	---	---	---	---	---	---
Derivative<br> liability (1)	$	11,273,000	$	-	$	-	$	11,273,000
(1)	The<br> Company has estimated the fair value of these derivatives using the Monte-Carlo model.
---	---

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 September 30, 2024, and June 30, 2024, the Company had a derivative liability of $12,925,000 and $11,273,000, respectively.

| F-12 |

| --- |

---

PlayersBalances

Players balances were comprised of players betting deposits and contestant prize winnings for promotional events.

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 11) of not less than the players liability balance at any given day. As of September 30, 2024, 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.

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 and Sports Betting privilege taxes.

| F-13 |

| --- |

---

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.

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 three months ended September 30, 2024 and 2023, advertising costs calculated in accordance with U.S. GAAP were $116,362 and $1,216,067, 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.

| F-14 |

| --- |

---

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.

Based on the uncertainty of future pre-tax income, we fully reserved our net deferred tax assets as of September 30, 2024 and June 30, 2024. In the event we were to determine that we would be able to realize our deferred tax assets in the future, an adjustment to the deferred tax asset would increase income in the period such determination was made. The provision for income taxes represents the net change in deferred tax amounts, plus income taxes paid or payable for the current period.

We follow U.S. GAAP related accounting for uncertainty in income taxes, which provisions include a two-step approach to recognizing, de-recognizing and measuring uncertainty in income taxes. As a result, we did not recognize a liability for unrecognized tax benefits. As of September 30, 2024 and June 30, 2024, we had no unrecognized tax benefits.

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 September 30, 2024 and June 30, 2024, 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

	For<br> the three <br> months ended<br> September 30, 2024		For<br> the year<br> ended <br> June 30, 2024
Stock Options		4,250,000		4,250,000
Series B Preferred Shares		1,169,300		1,169,300
Warrants		10,000,000		10,000,000
Shares issuable upon conversion<br> of convertible notes		2,125,000		2,125,000
Shares<br> issuable upon conversion of line of credit		27,657,613		26,551,338
Total<br> potentially dilutive shares		45,201,913		44,095,638

RecentAccounting Pronouncements

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. This ASU had no impact on the Company as the Company reports on one segment.

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.

| F-15 |

| --- |

---

NOTE

2 - EQUIPMENT

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

SCHEDULE OF EQUIPMENT

	September<br> 30, 2024		June<br> 30, 2024
Equipment	$	4,980	$	4,980
Total		4,980		4,980
Less:<br> accumulated depreciation		3,242		2,827
Equipment,<br> net	$	1,738	$	2,153

Depreciation

expense of equipment during the three months ended September 30, 2024, and 2023 was $415 and $415, respectively.

NOTE

3 - LONG LIVED AND OTHER INTANGIBLE ASSETS

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

SCHEDULE OF LONG-LIVED AND OTHER INTANGIBLE ASSETS

	September 30, 2024		****	June 30, 2024		****
Developed<br> technology	$	8,083,564		$	7,971,965
Tradenames<br> and trademarks		539,099			539,099
Gaming<br> licenses		135,837			135,837
Total		8,758,500			8,646,901
Less:<br> accumulated amortization		(2,358,414	)		(1,886,606	)
Net<br> carrying value	$	6,400,086		$	6,760,295

Amortization

expense of business intellectual property for three months ended September 30, 2024, and 2023, was $444,853 and $405,056, respectively. Amortization expense of tradenames for the three months ended September 30, 2024, and 2023, was $26,955 and $26,955, respectively. Amortization expense is included in the statement of operations.

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

SCHEDULE

OF INTANGIBLE ASSETS

	Estimated<br> Useful Life		Remaining<br> Weighted Average Useful Life		Gross<br> Carrying Amount		Accumulated<br> Amortization		Net<br> Carrying Amount
Finite lived intangible assets:
Developed<br> technology		5<br> years		3.69<br> Years	$	6,678,303	$	1,751,196	$	4,927,107
Internally<br> developed software		3<br> years		1.69<br> Years		1,391,761		456,854		934,907
Trademarks<br> and tradenames		5<br> years		3.69<br> Years		539,099		141,364		397,735
Website		3<br> years		1.02<br> Years		13,500		9,000		4,500
Total<br> finite lived intangible assets					$	8,622,663	$	2,358,414	$	6,264,249
Indefinite lived intangible<br> assets:
Gaming<br> license		Indefinite			$	135,837	$	-	$	135,837
Total<br> indefinite lived intangible assets:					$	135,837	$	-	$	135,837
Total<br> intangible assets:					$	8,758,500	$	2,358,414	$	6,400,086

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

SCHEDULE

OF FUTURE AMORTIZATION OF INTANGIBLE

For the Years<br> Ended June 30,	Amount
2025	$	1,514,491
2026		1,862,796
2027		1,443,481
2028		1,443,481
Total	$	6,264,249

| F-16 |

| --- |

---

NOTE

4 - PLAYERS BALANCES

The

players balances were comprised of players betting deposits and contestant prize winnings for promotional events. Players balances were $261,799 and $313,758 as of September 30, 2024 and June 30, 2024, respectively.

NOTE

5 - 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 $.001 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.

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 8.

SCHEDULE OF SIGNIFICANT ASSUMPTIONS CONVERTIBLE DEBT

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

In August 2024 all three of these Convertible Notes were extended for an additional year.

NOTE

6 – NOTES PAYABLE AND NOTES PAYABLE - RELATED PARTY

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 former Chief Executive Officer through June 14, 2022) 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.

| F-17 |

| --- |

As

of September 30, 2024, and June 30, 2024, the principal balance is $30,000 and $30,000 and accrued interest is $11,246 and $10,496, respectively. The interest expense for the three months ended September 30, 2024 and 2023 was $750 and $750, respectively.

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. 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.

The

outstanding principal balance at September 30, 2024, is $982,368, with $635,898 being classified as Note Payable- Current on the balance sheet, and accrued interest is $100,190. The interest expense for the three months ended September 30, 2024 and 2023 is $30,620 and $21,696 respectively.

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 matured on November 4, 2023, at which time the outstanding principal amount under the Note, along with a flat funding fee of $160,000 was 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.

| F-18 |

| --- |

The

note payable and the warrants were issued in a single transaction and as such were allocated 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 to be 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><br> volatility		Risk-free<br><br> interest rate		Expected<br><br> dividend yield		Expected<br> life (in years)
At May 5, 2023	111.60	%	4.20	%	0	%		5

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 7).

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 was paid on March 24, 2024.

On

May 24, 2024, the Company renewed the short term note payable with the 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 $177,722 and $257,612 as of September 30, 2024 and June 30, 2024, respectively, and is included as part of Notes Payable – Current in the balance sheet.

The following represents the future aggregate maturities of the notes payable and notes payable-related party as of September 30, 2024, for each of the five (5) succeeding years and thereafter as follows:

SCHEDULE OF FUTURE MATURITIES IF

NOTES PAYABLE AND NOTES PAYABLE RELATED PARTY

Twelve months ending September 30,	Amount
2025	$	843,620
2026		346,470
2027		-
2028		-
2029		-
Thereafter		-
Total	$	1,190,090

NOTE

7- 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 former Chief Executive Officer through June 14, 2022) 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 - amended 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.

| F-19 |

| --- |

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><br> volatility		Risk-free<br><br> interest rate		Expected<br><br> dividend yield		Expected<br> life (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><br> volatility			Risk-free<br><br> interest rate			Expected<br><br> dividend yield			Expected<br> life <br><br> (in years)
At<br> 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 year ended June 30, 2023. The Company will amortize the debt issuance costs over sixteen months, which is the estimated life of the debt.

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 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.

| F-20 |

| --- |

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><br> (in years)
At<br> 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.

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 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 6. 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.

| F-21 |

| --- |

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.

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

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.

| F-22 |

| --- |

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.

On

September 26, 2024, the Company borrowed an additional $550,000 under the new Discretionary Non-Revolving Line of Credit Demand Note with Excel Family Partners, LLP.

As

of September 30, 2024, $4,110,00 was outstanding on the Sixth Amended and Restated Discretionary Non-Revolving Line of Credit Demand Note with Excel Family Partners, LLLP and $6,285,000 was outstanding on the new Discretionary Non-Revolving Line of Credit Demand Note with Excel Family Partners, LLLP

At

September 30, 2024, the remaining unamortized debt issuance costs were $689,512. Amortization of $640,662 and $935,248 was included in interest expense, respectively during the three months ended September 30, 2024 and 2023.

As

of September 30, 2024 and June 30, 2024, the aggregate outstanding principal balance of all loans under the Note was $10,395,000

and $7,670,000

,

respectively and accrued interest was $668,045

and 356,002

.

| F-23 |

| --- |

---

NOTE

8 – 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 related party (See Note 7). On August 23, 2023, August 28, 2023 and September 1, 2023, the Company also entered into a Convertible Note Purchase Agreement and a Convertible Promissory Note with three unrelated parties (See Note 5). 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 three months ended September 30, 2024:

SCHEDULE

OF FAIR VALUE OF FINANCIAL LIABILITIES

Balance at June 30, 2024	$	11,273,000
Change<br> in the fair value of the embedded conversion option		1,652,000
Balance at September<br> 30, 2024	$	12,925,000

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.

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, 2024		57.5-68.5	%		4.66-5.03	%		0	%		1.17-2.25
At September 30, 2024		61.2-61.5	%		3.66-4.04	%		0	%		.92-2.00

NOTE

9 - STOCKHOLDERS’ DEFICIT

The

Company is authorized to issue 475,000,000 shares of common stock, par value $0.001 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.

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.

| F-24 |

| --- |

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

During the three months ended September 30, 2024 and 2023, there were no issuances of Series A Convertible Preferred Stock and as at September 30, 2024 and June 30, 2024, no shares were outstanding.

Series B Convertible Preferred Stock

During

the three months ended September 30, 2024 and 2023, there were no issuances of Series B Convertible Preferred Stock and as at September 30, 2024 and June 30, 2024, 11,693 and 11,693 shares were outstanding.

Series C Convertible Preferred Stock

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.

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 the 3,313,333 shares of Series C Convertible Preferred Stock owned by Linss and Corespeed, LLC. 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.

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 September 30, 2024 and June 30, 2024, no shares were outstanding.

Common Stock

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 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.

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.

| F-25 |

| --- |

---

NOTE

10 - STOCK OPTIONS

On

April 10, 2023, the board of directors (the “Board”) approved the 2023 stock option plan (“2023 Plan”). The 2023 Plan was subject to the approval of our stockholders within 12 months 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

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.

A

total of 125,000 stock options were forfeited on September 15, 2023 as per the terms of a separation agreement with the former Chief Financial Officer.

Below is a table summarizing the changes in stock options outstanding for the three months ended September 30, 2024:

SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS

	Number of<br> <br>Shares<br> <br>Underlying<br> <br>Outstanding<br> <br>Options		Weighted<br> <br>Average<br> <br>Remaining<br> <br>Contractual<br> <br>Life		Weighted Average<br> <br>Exercise Price		Intrinsic<br> <br>Value
Options<br> outstanding as of June 30, 2024		2,075,000		7.65<br> years	$	0.50	$	518,750
Options<br> exercisable as of June 30, 2024		1,517,361		7.65<br> years	$	0.50	$	379,340
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited<br> or expired		-		-		-	$	-
Options<br> outstanding as of September 30, 2024		2,075,000		7.40<br> years	$	0.50	$	518,750
Options<br> exercisable as of September 30, 2024		1,649,653		7.40<br> years	$	0.50	$	412,413

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 three months ended September 30, 2024 were as follows:

SCHEDULE OF BLACK-SCHOLES VALUATION MODEL FOR ESTIMATING FAIR VALUE

OF THE OPTIONS

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

As

of September 30, 2024, all outstanding stock options were issued according to the Company’s 2023 Plan. There are 3,835,000 unissued shares of common stock available for future issuance under the 2023 Plan.

| F-26 |

| --- |

---

NOTE

11 - COMMITMENTS AND CONTINGENCIES

Commitments and Contingencies are as follows:

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 September 30, 2024.

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

12 - RELATED PARTY TRANSACTIONS

Transactionswith our former Chief Financial Officer:

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

On

August 16, 2022, the non-revolving line of credit demand note 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 6, 7 and 8.

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 6, 7, 8 and 9.

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. On September 14, 2023, this Note and the flat funding fee were paid in full from the Discretionary Non-Revolving Line Of Credit Demand Note with Excel Family Partners, LLLP, (“Excel”). See Notes 6, 7, 8 and 9.

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 6, 7, 8 and 9.

| F-27 |

| --- |

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 and granted a common stock warrant exercisable up to 3,400,000 shares of the Company’s common stock. See Notes 6, 7, 8 and 9.

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.

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 and granted a common stock warrant exercisable up to 2,460,000 shares of the Company’s common stock. See Notes 8 and 13.

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.

| F-28 |

| --- |

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.

On

September 26, 2024, the Company borrowed an additional $550,000 under the new Discretionary Non-Revolving Line of Credit Demand Note with Excel Family Partners, LLP.

NOTE

13 - SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2024, to the date these financial statements were issued, and as of November 8, 2024, there were no other material subsequent events to disclose in these financial statements with the exception of the events below.

Subsequent to the period end, and through November 8, 2024, the Company borrowed an additional $675,000 under the new Discretionary Non-Revolving Line of Credit Demand Note with

Excel Family Partners, LLP.

On November 1, 2024, the Company entered into an agreement with a sports betting services provider for a term of four years after the

software implementation. The terms of the agreement call for an upfront payment in the amount of $240,000 and a second payment of $240,000 to be paid upon the implementation. The agreement also calls for business fees that will vary based upon yearly gross gaming revenues commencing with the first live launch and ranging from 10% to 14% of net gaming revenues.

On

November 6, 2024 the Company sold 666,667 shares of common stock to two unrelated parties for cash proceeds of $500,000 as part of a private offering.

| F-29 |

| --- |

Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-LookingStatements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Overview

As used in this Quarterly 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.

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, a 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.

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.

| 2 |

| --- |

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.vipplayinc.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.

Resultsof Operations for the Three Months Ended September 30, 2024, and 2023

During the three months ended September 30, 2024, and 2023, we incurred net losses from continuing operations of $5,269,382 and $5,058,302, respectively.

For the three months ended September 30, 2024 and 2023, we had negative gaming revenues of $3,337 and $218,624. Negative gaming revenues consisted of net sports betting revenues which commenced in June of 2023 upon the approval of our gaming license. Our negative gaming revenues decreased by approximately $215,000 during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. During the current quarter, we lowered our marketing expenses and betting limits, which led to lower betting handle that would enable us to strategically focus on technology updates and risk management improvements.

The significant driver to our loss in the current period is principally related to the loss on change in fair value of derivatives, along with increases in salaries, wages, and contracting fees to ready our acquired technology for operating in Tennessee as well as legal, professional and abandoned jurisdictional licensing fees associated with our licensing activities and legal fees associated with fundraising. Operating and sales and marketing costs contribute to our losses and are expected to increase over the coming months once we expand our sports betting operations. In addition, we had non-cash expenses contributing to our loss for debt amortization costs of $640,662 and $935,248, respectively, as part of the restructuring of the related party demand line of credit and interest expense on notes payable of $374,201 and $656,583 for the three months ended September 30, 2024 and 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 Sports Gaming Operator licenses.

As of September 30, 2024, we had total current assets of $1,067,593, total current liabilities of $26,236,469, and a total working capital deficit of $25,168,876. Net cash used in operating activities was $2,290,520 during the three months ended September 30, 2024, compared to $1,601,081 during the three months ended September 30, 2023. The decrease in the use of cash in operating activities is principally the result of a $1,816,912 decrease in net operating assets and liabilities and an increase in non-cash transactions of $1,338,552, and an increase in the net loss of $211,079.

Net cash used in investing activities remained fairly consistent during the three months ended September 30, 2024, compared to the three months ended September 30, 2023.

Net cash provided by financing activities decreased by $16,967 during the three months ended September 30, 2024, compared to the three months ended September 30, 2023. The decrease is primarily due to proceeds from convertible notes issued during the three months ended September 30, 2023, and is partially offset by increased draws from the related party demand line of credit during the three months ended September 30, 2024.

| 3 |

| --- |

We were incorporated on April 16, 2020. Since inception, our efforts and operations from our prior business to the date of disposition have been devoted primarily to startup and development activities, resulting in negative cash flows and an accumulated deficit from inception through disposition on September 15, 2022. During the three months ended September 30, 2022, we closed on acquisitions of certain assets of ZenSports and Ultimate Gamer and divested our prior business.

We purchased the assets of ZenSports and Ultimate Gamer so we could offer gambling, eSports entertainment, and DeFi opportunities through the acquired technology we are currently enhancing. In January 2023, John Linss our former Chief Executive Officer (CEO) resigned. As a result of this change in leadership and consultation with the Board, we adjusted our business plan to solely focus on sports betting in one jurisdiction, Tennessee, for the foreseeable future. Our current management team believes this singular focus will facilitate the revenue generation process more quickly and cost-effectively by focusing on our limited resources.

As of the filing date of this Quarterly Report, we have ceased all operations relating to our prior business and are focused on executing our adjusted business plan for our current business. 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, which we do not have in place at this time.

OffBalance Sheet Arrangements

As of September 30, 2024, we had no off-balance sheet arrangements.

GoingConcern

As of September 30, 2024, we had a working capital deficit of $25,168,876. We had a net loss from operations of $5,269,382 for the three months ended September 30, 2024. We do not expect significant revenues and we expect to incur significant increases in operating costs in the short term as we commence our sports betting operations. The expected significant increases in costs will include, but not be limited to, costs relating to obtaining gaming licenses, technology development, sales and marketing, and legal and professional fees.

These conditions raise substantial doubt about our ability to continue as a going concern for a period of one year from the issuance of these financial statements. Because of these conditions, we will require additional working capital to develop business operations. Management’s plans are to raise additional working capital through the sale of debt and/or equity instruments as well as to generate revenues. There are no assurances that we will be able to achieve the level of revenues adequate to generate sufficient cash flow from operations to support our working capital requirements. To the extent that funds generated are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to us. If adequate working capital is not available, we may not be able to continue our operations.

The 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.

| 4 |

| --- |

---

Item3. Quantitative and Qualitative Disclosure About Market Risks

A smaller reporting company is not required to provide the information required by this Item.

Item4. Controls and Procedures

Evaluationof Effectiveness of Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2024. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2024, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

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 first quarter of our fiscal year ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

| 5 |

| --- |

---

PART

II - OTHER INFORMATION

Item6. Exhibits

		Incorporated By Reference
Exhibit<br><br> <br>Number	Exhibit Description	Form	As<br><br> <br>Exhibit	Filing<br><br> <br>Date
3.1	Amended and Restated Articles of Incorporation	10-K	3.1	09/24/2024
3.2	Certificate of Designation of Series B Convertible Preferred Stock	8-K	3.1	01/12/2022
3.3*	Amended and Restated Bylaws, Updated for Name Change
10.1	Sixth Amended and Restated Discretionary Convertible Revolving Line Of Credit Demand Note dated as of August 5, 2024 made by KeyStar Corp.	8-K	10.1	08/13/2024
10.2	Discretionary Convertible Revolving Line Of Credit Demand Note dated as of August 6, 2024 made by KeyStar Corp.	8-K	10.2	08/13/2024
10.3	Form of First Amendment to Convertible Note Purchase Agreement of VIP Play, Inc.	8-K	10.1	09/24/2024
31.1*	Certification of Principal Executive Officer filed 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
31.2*	Certification of Principal Financial Officer filed 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
32.1**	Certification of Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline<br> XBRL Instance Document
101.SCH	Inline<br> XBRL Taxonomy Extension Schema Document
101.CAL	Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline<br> XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline<br> XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover<br> Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*	Filed<br> herewith.
---	---
**	Furnished<br> herewith.

| 6 |

| --- |

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	VIP PLAY, INC.
	(Registrant)
Date: November 8, 2024
	By:	/s/ James Mackey
		James Mackey
		Chief Financial Officer
		(Principal Financial Officer)

| 7 |

| --- |

---

Exhibit3.3

---

AMENDEDAND RESTATED BYLAWS

OF

VIPPLAY, INC.

aNevada corporation

---

AsAmended and Restated Effective as of September 28, 2022

andupdated on September 26, 2024 with change of name of Corporation

ARTICLEI

OFFICES

---

1.1Principal Office and Registered Office. The principal office and place of business of VIP PLAY, INC., f/k/a KeyStar Corp. (the “Corporation”) shall be at such location as established from time to time by resolution of the board of directors of the Corporation (the “Board”). The street address of the Corporation’s registered agent is the registered office of the Corporation in Nevada.

1.2Other Offices. The Corporation may have other offices, either within or outside the State of Nevada, at such place or places as the Board may determine or the business of the Corporation may require from time to time.

ARTICLEII

STOCKHOLDERS’MEETINGS

---

2.1Place of Meetings. All meetings of stockholders shall be held at such place (if any) within or outside of the State of Nevada as may be determined from time to time by the Board or, if not determined by the Board, by the Chairman of the Board, the President or the Chief Executive Officer; provided, however that the Board may, in its sole discretion, determine that any meeting of stockholders shall not be held at any place but shall be held solely by means of electronic communications, videoconferencing, teleconferencing or other available technology authorized by and in accordance with the Nevada Revised Statutes (“NRS”), provided that the Corporation has implemented reasonable measures to: (a) verify the identity of each person participating through such means as a stockholder; and (b) provide the stockholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to communicate, and to read or hear the proceedings of the meetings in a substantially concurrent manner with such proceedings.

2.2Annual Meeting. Each annual meeting of the stockholders shall be held at such time and date as the Board shall determine. At each annual meeting of the stockholders, the stockholders shall elect directors and transact such other business as has been properly brought before the meeting in accordance with this Section 2. To be properly brought before an annual meeting, nominations and other business must be: (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board (or any duly authorized committee thereof), (ii) otherwise properly brought before the meeting by or at the direction of the Board, or (iii) otherwise properly brought before the meeting by a stockholder of record at the time of giving notice provided for in these amended and restated bylaws (as amended from time to time, the “Bylaws”), who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.

2.3Special Meetings. Special meetings of stockholders may be called at any time only by the Board, the Chairman of the Board or the Chief Executive Officer, for any purpose or purposes prescribed in the notice of the meeting and shall be held on such date and at such time as the Board may fix. Business transacted at any special meeting of stockholders shall be confined to the purpose or purposes stated in the notice of meeting. Except as otherwise restricted by the Corporation’s amended and restated articles of incorporation (as amended from time to time, the “Articles of Incorporation”) or applicable law, the Board may postpone, reschedule or cancel any special meeting of stockholders.

---

---

2.4Record Dates.

---

(a) For the purpose of determining the stockholders entitled to notice of and to vote at any meeting of stockholders or any adjournment or postponement thereof, or entitled to receive payment of any distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, if applicable.

(b) If no record date is fixed, the record date for determining stockholders: (i) entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the date on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (ii) for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders shall apply to any adjournment or postponement of the meeting; provided, however, that the Board may fix a new record date for the adjourned or postponed meeting and must fix a new record date if the meeting is adjourned or postponed to a date more than sixty (60) days later than the meeting date set for the original meeting.

2.5Notice of Meetings; Waiver of Notice. Except as otherwise provided by applicable law, a written notice of each annual and special meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of such meeting to each stockholder of record of the Corporation entitled to vote at such meeting stating the time and place of the meeting and the purpose or purposes for which the meeting is called. Such notice shall be (a) mailed postage prepaid to a stockholder at the stockholder’s address as it appears on the stock books of the Corporation, or (b) delivered to a stockholder by any other method of delivery permitted at such time by the NRS and other applicable law and by the rules of any exchange on which the Corporation’s shares are listed at such time. The written certificate of the individual signing a notice of meeting, setting forth the substance of the notice or having a copy thereof attached, the date the notice was mailed or otherwise delivered to the stockholders and the addresses to which the notice was mailed shall be prima facie evidence of the manner and fact of giving such notice. Any stockholder may waive notice of any meeting by a signed writing, either before or after the meeting. Such waiver of notice shall be deemed the equivalent of the giving of such notice.

2.6Quorum; Adjournment. Except as otherwise provided by law or the Bylaws, the holders of a majority of the shares of the capital stock of the corporation entitled to vote at the meeting, present in person or represented by proxy, regardless of whether the proxy has authority to vote on all matters, shall constitute a quorum for the transaction of business. Where a separate class vote by a class or classes or series is required by the NRS, the Articles of Incorporation or the Bylaws, a majority of the shares of such class or classes or series present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter. Regardless of whether or not a quorum is present or represented at any annual or special meeting of the stockholders, the chairman of the meeting, or, in the absence of such person, any officer entitled to preside at or to act as secretary of such meeting, or the holders of a majority of the shares of stock entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at such meeting, until a quorum shall be present in person or represented by proxy, provided, however, that if a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally noticed.

---

2.7Voting.

---

(a) Number of Votes. Unless otherwise provided in the NRS or the Articles of Incorporation (including the certificate of designation relating to any outstanding class or series of the Corporation’s capital stock), each stockholder of record, or such stockholder’s duly authorized proxy, shall be entitled to one (1) vote for each share of voting stock standing registered in such stockholder’s name at the close of business on the record date.

| 2 |

| --- |

(b) For Other than Directors. If a quorum is present, unless the Articles of Incorporation, the Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, Chapter 78 of the NRS or other applicable law provides for a different proportion, action by the stockholders entitled to vote on a matter, other than the election of directors, is approved by and is the act of the stockholders if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, unless voting by classes or series is required for any action of the stockholders by the NRS, the Articles of Incorporation or the Bylaws, in which case the number of votes cast in favor of the action by the voting power of each such class or series must exceed the number of votes cast in opposition to the action by the voting power of each such class or series.

(c) For Directors. If a quorum is present, directors shall be elected by a plurality of the votes cast.

(d) Validation of Vote. In determining the right to vote shares of the Corporation pursuant to this Section 2.7 or otherwise, the Corporation may rely on any instruments or statements presented to it, provided that the Corporation has the right, but not the obligation, to require and review such proof of ownership and voting rights as it determines in good faith. The Corporation is entitled to reject a vote, consent, waiver or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the stockholder. All decisions of the Corporation shall be valid and binding unless and until a court of competent jurisdiction determines otherwise.

2.8Proxies. Each stockholder entitled to vote at a meeting of stockholders may authorize, in a manner permitted by the NRS, another person or persons to act for such stockholder by proxy. Every proxy shall continue in full force and effect until its expiration or revocation in a manner permitted by the NRS. A proxy may be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient to support an irrevocable power. Subject to the above, any proxy may be revoked if an instrument or transmission revoking it or a properly created proxy bearing a later date is filed with or transmitted to the Secretary or another person appointed by the Corporation to count the votes of stockholders and determine the validity of proxies and ballots, or, in the case of a meeting of stockholders, the stockholder revokes the proxy by attending the meeting and voting the stockholder’s shares in person, in which case, any vote cast by the person or persons designated by the stockholder to act as a proxy or proxies must be disregarded by the Corporation when the votes are counted.

2.9Director Nominations. Subject to the rights, if any, of the holders of preferred stock to nominate and elect directors, nominations of persons for election to the Board may be made by the Board, by a committee appointed by the Board or by any stockholder of record entitled to vote in the election of directors who complies with the notice procedures set forth in Section 2.10.

2.10Advance Notice of Stockholder Proposals and Director Nominations by Stockholders.

---

(a) Annual Meetings of Stockholders.

(i) Nominations of persons for election to the Board and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only: (A) pursuant to the Corporation’s notice of meeting (or any supplement thereto); (B) by or at the direction of the Board or a committee appointed by the Board; or (C) by any stockholder who: (1) was a stockholder of record at the time the notice provided for in this Section 2.10 is delivered to the Secretary and at the time of the annual meeting, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.10; or (2) properly made such proposal in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”), which proposal has been included in the proxy statement for the annual meeting.

| 3 |

| --- |

(ii) For any nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to this Section 2.10, the stockholder must have given timely notice thereof in writing to the Secretary and must provide any updates or supplements to such notice at the times and in the forms required by this Section 2.10, and any such proposed business (other than the nominations of persons for election to the Board) must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day, nor earlier than the close of business on the one hundred twentieth (120th) day, prior to the first anniversary of the preceding year’s annual meeting (provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation). In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. To be in proper form, such stockholder’s notice must:

(A) as to each person whom the stockholder proposes to nominate for election as a director of the Corporation, set forth: (1) the name, age, business address and residence address of the nominee; (2) the principal occupation or employment of the nominee; (3) the class and number of shares of the Corporation which are owned by the nominee, including shares beneficially owned and shares held of record; (4) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of the nominee with respect to any securities of the Corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit of share price changes for, or to increase or decrease the voting power of the nominee; (5) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder; (6) a written statement executed by the nominee acknowledging that as a director of the Corporation, the nominee will owe fiduciary duties under Nevada law as a director of a corporation; and (7) any other information relating to the nominee that would be required to be disclosed about such nominee if proxies were being solicited for the election of the nominee as a director, or that is otherwise required, in each case pursuant to Section 14A of the Exchange Act (including without limitation the nominee’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected);

(B) as to any other business that the stockholder proposes to bring before the meeting, set forth: (1) a brief description of the business desired to be brought before the meeting; (2) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws, the exact phrasing of the proposed amendment); (3) the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (4) any other information relating to such item of business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies in support of the business proposed to be brought before the meeting pursuant to Section 14A of the Exchange Act; and

| 4 |

| --- |

(C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, set forth: (1) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner; (2) the class or series and number of shares of stock which are owned beneficially and of record by such stockholder and such beneficial owner, except that such stockholder shall in all events be deemed to beneficially own any shares of any class or series of stock of the Corporation as to which such stockholder has a right to acquire beneficial ownership at any time in the future; (3) a description of any agreement, arrangement or understanding with respect to the nomination or proposal between or among such stockholder and/or such beneficial owner, any of their respective affiliates or associates, and any others acting in concert with any of the foregoing, including, in the case of a nomination, the nominee; (4) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder and such beneficial owners, whether or not such instrument or right shall be subject to settlement in underlying shares of stock of the Corporation, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner, with respect to securities of the Corporation; (5) a representation that the stockholder is a holder of record of stock entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination; (6) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of outstanding stock required to approve or adopt the proposal or elect the nominee and/or (y) otherwise to solicit proxies or votes from stockholders in support of such proposal or nomination; (7) any material pending or threatened legal proceeding in which such stockholder is a party or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation; (8) any other material relationship between such stockholder, on the one hand, and the Corporation or any affiliate of the Corporation, on the other hand; and (9) any other information relating to such stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14A of the Exchange Act and the rules and regulations promulgated thereunder.

The foregoing notice requirements of this Section 2.10(a) shall be deemed satisfied by a stockholder with respect to business other than a nomination for election as a director of the Corporation if the stockholder has notified the Corporation of his, her or its intention to present a proposal at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting. The Corporation may require any proposed nominee for election as a director of the Corporation to furnish such other information as the Corporation may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation.

(iii) Notwithstanding anything in the second sentence of Section 2.10(a)(ii) of the Bylaws to the contrary, in the event that the number of directors to be elected to the Board at the annual meeting is increased effective after the time period for which nominations would otherwise be due under Section 2.10(a)(ii) of the Bylaws and there is no public announcement by the Corporation naming the nominees for the additional directorships at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 2.10 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement of such increase is first made by the Corporation.

| 5 |

| --- |

(b) Special Meetings of Stockholders. The only business to be conducted at a special meeting of stockholders is that brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting: (i) by or at the direction of the Board or a committee appointed by the Board; or (ii) provided that the Board has determined that directors shall be elected at such meeting, by any stockholder who is a stockholder of record at the time the notice provided for in this Section 2.10 is delivered to the Secretary, who is entitled to vote at the meeting and upon such election and who complies with the notice procedures set forth in this Section 2.10. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by Section 2.10(a)(ii) of the Bylaws shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or, if the first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, the close of business on the tenth (10th) day following the day on which the Corporation makes a public announcement of the date of the special meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(c) General.

(i) Except as otherwise expressly provided in any applicable rule or regulation promulgated under the Exchange Act, only such persons who are nominated in accordance with the procedures set forth in this Section 2.10 shall be eligible to be elected at an annual or special meeting of stockholders to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2.10. Except as otherwise provided by law, the chairman of the meeting shall have the power and duty: (A) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 2.10 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made or solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies or votes in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by Section 2.13(a)(ii)(4)(F) of the Bylaws); and (B) if any proposed nomination or business was not made or proposed in compliance with this Section 2.10, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 2.10, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding the fact that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2.10, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(ii) For purposes of this Section 2.10, “public announcement” shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press or other national news service or in a document publicly filed by the Corporation with the SEC pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(iii) Notwithstanding the foregoing provisions of this Section 2.10, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 2.10; provided, however, that any references in the Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 2.10 (including clause (a)(ii)(C)) hereof and clause (b) hereof), and compliance with clauses (a)(ii)(C); and (b) of this Section 2.10 shall be the exclusive means for a stockholder to make nominations or submit other business (other than, as provided in the clause (a)(i) hereof, business other than nominations brought properly under and in compliance with Rule 14a-8 promulgated under the Exchange Act, as may be amended from time to time). Nothing in this Section 2.10 shall be deemed to affect any rights: (A) of stockholders to request inclusion of proposals or nominations in the Corporation’s proxy statement pursuant to applicable rules and regulations promulgated under the Exchange Act; or (B) of the holders of any series of preferred stock of the Corporation to elect directors pursuant to any applicable provisions of the Articles of Incorporation.

| 6 |

| --- |

(iv) A stockholder providing notice of its intent to propose business or to nominate a person for election to the Board shall update and supplement its notice to the Corporation, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.10 shall be true and correct as of the record date for notice of the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for notice of the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof).

2.11Conduct of Business. Subject to the requirements of the NRS and the express provisions of the Articles of Incorporation and the Bylaws, all annual and special meetings of stockholders shall be conducted in accordance with such rules and procedures as the Board may determine and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine. Meetings of stockholders shall be presided over by the Chairman of the Board, or, in the absence of the Chairman, by the Chief Executive Officer, if any, or if there be no Chief Executive Officer or in the absence of the Chief Executive Officer, by the President, or, in the absence of the President, or, in the absence of any of the foregoing persons, by a chairman designated by the Board, or by a chairman chosen at the meeting by the stockholders entitled to cast a majority of the votes which all stockholders present in person or by proxy are entitled to cast.

2.12Consent of Stockholders in Lieu of Meeting. Whenever the vote of the stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, the meeting and vote of stockholders may be dispensed with if stockholders, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, consent in writing to such corporate action being taken; provided, that in no case shall the written consent be by the holders of stock having less than the minimum percentage of the vote required by the NRS. Any action by consent of the stockholders pursuant to this Section 2.12 must follow the notice and timing procedures of Section 2.10 applicable to any business to be conducted at a stockholder meeting. Further, upon the request of a stockholder to conduct a consent solicitation, the Board shall adopt a resolution fixing a record date within ten (10) days of the date on which a request therefor is received, provided that such record date shall not be more than ten (10) days after the date of the adoption of such resolution.

ARTICLEIII

BOARDOF DIRECTORS

---

3.1General Powers. The business and affairs of the Corporation shall be managed under the direction of the Board, except as otherwise provided in the NRS or the Articles of Incorporation.

3.2Number and Term of Office. The authorized number of directors of the Corporation shall be not less than one (1) nor more than thirteen (13), with the number of directors within the foregoing fixed minimum and maximum established and changed from time to time solely by resolution adopted by the Board without amendment to the Bylaws or the Articles of Incorporation. All directors of the Corporation shall be at least 21 years of age, and need not be stockholders of the Corporation. Subject to Section 3.3, each director shall be elected to hold office for a one-year term expiring at the next annual meeting of stockholders.

3.3Classification and Election. The Board shall not be classified. Each director shall hold office until his or her successor shall be elected or appointed and qualified or until his or her earlier death, retirement, disqualification, resignation or removal. No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his or her term of office. No provision of this Section 3.3 shall restrict the right of the Board of Directors to fill vacancies or the right of the stockholders to remove directors, each as provided in the Bylaws.

| 7 |

| --- |

---

3.4Vacancies and Newly Created Directorships. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the remaining directors then in office, though less than a quorum, or by a sole remaining director, and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders and when his, her or their successors are elected or appointed, or until his, her or their earlier resignation or removal. No decrease in the number of authorized directors shall shorten the term of any incumbent director.

3.5Removal of Directors. Subject to any rights of the holders of Preferred Stock, if any, and except as otherwise provided in the NRS, any director may be removed from office with or without cause by the affirmative vote of the holders of not less than two-thirds (2/3) of the voting power of the issued and outstanding stock of the Corporation entitled to vote generally in the election of directors (voting as a single class) excluding stock entitled to vote only upon the happening of a fact or event unless such fact or event shall have occurred.

3.6Resignation. Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the time therein specified, and, unless otherwise specified in such resignation, the acceptance of such resignation shall not be necessary to make it effective.

3.7Compensation. Each director, in consideration of his or her service as such, shall be entitled to receive from the Corporation such amount per annum or such fees for attendance at directors’ meetings, or both, as the Board may from time to time determine, together with reimbursement for the reasonable out-of-pocket expenses, if any, incurred by such director in connection with the performance of his or her duties. Each director who shall serve as a member of any committee of directors, including as a chairman of such committee of directors, in consideration of serving as such shall be entitled to such additional amount per annum or such fees for attendance at committee meetings, or both, as the Board may from time to time determine, together with reimbursement for reasonable out-of-pocket expenses, if any, incurred by such director in the performance of his or her duties. Nothing contained in this Section 3.7 shall preclude any director from serving the Corporation or its subsidiaries in any other capacity and receiving proper compensation therefor.

3.8Regular Meetings. Regular meetings of the Board may be held without notice at such time and place, either within or without the State of Nevada, as shall be determined from time to time by the Board.

3.9Special Meetings. Special meetings of the Board may be held at any time or place, within or without the State of Nevada, whenever called by the Chairman or the Chief Executive Officer on at least twenty-four (24) hours’ prior notice to each director given by one of the means specified in Section 5.7 hereof other than by mail, or on at least three (3) days’ prior notice if given by mail. Special meetings shall be called by the Chairman or Chief Executive Officer in like manner and on like notice on the written request of a majority of the directors then serving as directors. In addition to the foregoing, if the Chairman determines that an emergency or other pressing issue exists that requires the consideration of the Board, the Chairman may call a special meeting of the Board upon three (3) hours’ prior notice given by electronic mail to the electronic mail address of each director on file with the Corporation.

3.10Participation in Meetings by Telephone Conference Calls or Other Methods of Communication. Members of the Board or of any committee designated by the Board may participate in a meeting of the Board or such committee by any means of electronic communications, videoconferencing, teleconferencing or other available technology permitted under the NRS (including, without limitation, a telephone conference or similar method of communication by which all individuals participating in the meeting can hear each other) and utilized by the Corporation. If any such means are utilized, the Corporation shall, to the extent required under the NRS, implement reasonable measures to: (a) verify the identity of each person participating through such means as a director or member of the committee, as the case may be; and (b) provide the directors or members of the committee a reasonable opportunity to participate in the meeting and to vote on matters submitted to the directors or members of the committee, including an opportunity to communicate, and to read or hear the proceedings of the meeting in a substantially concurrent manner with such proceedings. Participation in a meeting pursuant to this Section 3.10 constitutes presence in person at the meeting.

| 8 |

| --- |

---

3.11Quorum. A majority of the total number of authorized directors shall constitute a quorum at any meeting of the Board. In the absence of a quorum at any such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present.

3.12Action at Meeting. At any meeting of the Board at which a quorum is present, the vote of a majority of those directors present shall be sufficient to take any action, unless a different vote is specified by applicable law, the Articles of Incorporation or the Bylaws.

3.13Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board or of any committee of the Board may be taken without a meeting if all members of the Board or committee, as the case may be, consent to the action in writing. Such written consent shall be filed with the minutes of the proceedings of the Board and shall have the same force and effect as a unanimous vote of such directors.

3.14Committees. The Board may, by resolution, designate one or more committees, each committee to consist of one or more of the directors of the Corporation, with such lawfully delegated powers and duties as it therefor confers, by committee charter or otherwise, to serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board and subject to the provisions of the NRS, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation. The Board may remove any member from any committee at any time, with or without cause. Unless otherwise specified in the resolution of the Board designating a committee or the charter for such committee, at all meetings of such committee, a majority of the then-authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to this Article III.

ARTICLEIV

OFFICERS

---

4.1Positions. The officers of the Corporation shall be a Chief Executive Officer, a Chief Financial Officer, a President, a Secretary, a Treasurer and such other officers (including, without limitation, a Chairman of the Board, one or more Vice Presidents and one or more Assistant Secretaries and Assistant Treasurers) as the Board from time to time may determine. Officers elected or appointed by the Board shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV. Such officers shall also have such powers and duties as from time to time may be conferred by the Board. The Board may elect or appoint one or more Vice Presidents as Executive Vice Presidents and may use descriptive words or phrases to designate the standing, seniority or areas of special competence of the Vice Presidents elected or appointed by it.

4.2Election or Appointment. The Board shall elect or appoint the officers of the Corporation at such time or times as the Board shall determine.

4.3Qualification. No officer need be a stockholder. Any two or more offices may be held by the same person.

| 9 |

| --- |

---

4.4Term of Office. Each officer of the Corporation shall hold office for the term for which he or she is elected and until such officer’s successor is elected and qualified or until such officer’s earlier death, resignation or removal.

4.5Resignation and Removal. Any officer may resign at any time upon written notice to the Corporation. Such resignation shall take effect at the date of receipt of such notice or at such later time as is therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. Any officer may be removed at any time, with or without cause, by the Board. Any such removal or resignation shall be subject to the rights, if any, of the respective parties under any contract between the Corporation and such officer. The election or appointment of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Corporation shall be filled by the Board from time to time in its sole discretion.

4.6Chairman of the Board. The Chairman of the Board shall preside when present at all meetings of the stockholders and the Board. The Chairman of the Board shall have general supervision and control of the acquisition activities of the Corporation subject to the ultimate authority of the Board, and shall be responsible for the execution of the policies of the Board with respect to such matters. In the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board. The powers and duties of the Chairman of the Board shall not include supervision or control of the preparation of the financial statements of the Corporation (other than through participation as a member of the Board). The position of Chairman of the Board and Chief Executive Officer may be held by the same person.

4.7Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation, shall have the ultimate responsibility for the management and control of the business and affairs of the Corporation subject to the ultimate authority of the Board, and shall be responsible for the execution of the policies of the Board with respect to such matters, except to the extent any such powers and duties have been prescribed to the Chairman of the Board pursuant to Section 4.6 above. In the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer shall preside when present at all meetings of the stockholders and the Board. The position of Chief Executive Officer and President may be held by the same person.

4.8President. The President shall make recommendations to the Chief Executive Officer on all operational matters that would normally be reserved for the final executive responsibility of the Chief Executive Officer. The President shall perform such duties and have such powers as shall be delegated to him or her by the Board and the Chief Executive Officer. In the absence (or inability or refusal to act) of the Chairman of the Board and Chief Executive Officer, the President shall preside when present at all meetings of the stockholders and the Board. The position of President and Chief Executive Officer may be held by the same person.

4.9Chief Financial Officer. The Chief Financial Officer shall perform all the duties and have all the powers of the office of the chief financial officer of the Corporation and in general have overall supervision of the financial operations of the Corporation (including, without limitation, the care and custody of the funds and securities of the Corporation). The Chief Financial Officer shall, when requested, counsel with and advise the other officers of the Corporation, and perform such other duties and have such other powers as shall be delegated to him or her by the Chief Executive Officer or as the Board may from time to time determine.

4.10Vice Presidents. In the absence (or inability or refusal to act) of the President, the Vice President (or Vice Presidents, in order of their rank as fixed by the Board, and if not ranked, the Vice Presidents in the order designated by the Board) shall perform all of the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions on, the President. Each Vice President shall perform such other duties and have such other powers which are delegated and assigned to him or her by the Board or the Chief Executive Officer.

4.11Secretary and Assistant Secretaries.

---

(a) The Secretary shall attend all meetings of the stockholders, the Board and (as required) committees of the Board and shall record the proceedings of such meetings in books to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board and shall perform such other duties as may be prescribed by the Board or the Chief Executive Officer.

| 10 |

| --- |

(b) The Secretary shall keep, or cause to be kept, at the principal executive office of the Corporation or at the office of the Corporation’s transfer agent or registrar, if one has been appointed, a stock ledger, or duplicate stock ledger, showing the names of the stockholders and their addresses, the number and classes of shares held by each and, with respect to certificated shares, the number and date of certificates issued for the same and the number and date of certificates cancelled.

(c) An Assistant Secretary shall, at the request of the Secretary, or in the absence or disability of the Secretary, perform all the duties of the Secretary. He or she shall perform such other duties as are assigned to him or her by the Board or the Chief Executive Officer. In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the person presiding at the meeting shall designate a temporary secretary to keep a record of the meeting.

4.12Treasurer and Assistant Treasurers. The Treasurer shall, in the absence (or inability or refusal to act) of a Chief Financial Officer, perform all the duties of the Chief Financial Officer and when so acting, shall have all the powers of, and be subject to all the restrictions on, the Chief Financial Officer. The Treasurer shall perform all other duties commonly incident to the office and such other duties as may, from time to time, be assigned to him or her by the Board, the Chief Executive Officer or the Chief Financial Officer. An Assistant Treasurer shall, at the request of the Treasurer, or in the absence or disability of the Treasurer, perform all the duties of the Treasurer. He or she shall perform such other duties which are assigned to him or her by the Board, Chief Executive Officer or the Chief Financial Officer.

ARTICLEV

GENERALPROVISIONS

---

5.1Certificates of Stock. The shares of stock of the Corporation shall be represented by certificates, or shall be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock, or a combination of both, as determined by the Board. Every holder of stock shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman, if any, or the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, certifying the number of shares owned by such holder of stock in the Corporation. Any or all of the signatures upon a certificate may be copies. In case any officer, transfer agent or registrar who has signed or whose copied or reproduced signature has been placed upon any certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. Each certificate for shares of stock which are subject to any restriction on transfer pursuant to the Articles of Incorporation, the Bylaws, applicable securities laws or any agreement among any number of stockholders or among such holders and the corporation shall have conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of such restriction.

5.2Transfers. Shares of stock of the Corporation shall be transferable in the manner prescribed by law and in the Bylaws. Shares of stock of the Corporation shall be transferred on the books of the Corporation only by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Corporation of the certificate or certificates representing such shares endorsed by the appropriate person or persons (or by delivery of duly executed instructions with respect to uncertificated shares), with such evidence of the authenticity of such endorsement or execution, transfer, authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing the names of the persons from and to whom it was transferred.

5.3Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate of stock in place of any previously issued certificate alleged to have been lost, stolen, or destroyed, or it may issue uncertificated shares if the shares represented by such certificate have been designated as uncertificated shares in accordance with the Bylaws, upon such terms and conditions as the Board may prescribe, including the presentation of reasonable evidence of such loss, theft or destruction and the giving of such indemnity as the Board may require for the protection of the Corporation or any transfer agent or registrar.

| 11 |

| --- |

---

5.4Fiscal Year. The fiscal year of the corporation shall be as fixed by the Board.

5.5Corporate Seal. The Board may adopt a corporate seal, which shall be in such form as the Board determines.

5.6Waiver of Notice. Whenever any notice whatsoever is required to be given by law, by the Articles of Incorporation or by the Bylaws, a waiver of such notice either in writing signed by the person entitled to such notice or such person’s duly authorized attorney, or by electronic transmission or any other method permitted under the NRS, whether before, at or after the time stated in such waiver, or the appearance of such person or persons at such meeting in person or by proxy, shall be deemed equivalent to such notice. Neither the business nor the purpose of any meeting need be specified in such a waiver. Attendance at any meeting shall constitute waiver of notice except attendance for the sole purpose of objecting to the timeliness.

5.7Notices. Except as otherwise specifically provided herein or required by law, all notices required to be given under the NRS, the Articles of Incorporation or the Bylaws to any stockholder, director or officer of the corporation shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by commercial courier service, or electronic mail or other electronic transmission, provided that notice to stockholders by electronic transmission shall be given in accordance with the applicable provisions of the NRS. Any such notice shall be addressed to such stockholder, director, officer, employee or agent at his, her or its last known physical or electronic, as applicable, address as the same appears on the books of the corporation. The time when such notice shall be deemed to be received shall be as set forth in the applicable provisions of the NRS.

5.8Time Periods. In applying any provision of the Bylaws which require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

ARTICLEVI

INDEMNIFICATIONOF DIRECTORS AND OFFICERS

---

6.1Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity (an “Other Entity”), including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 6.3, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board.

6.2Prepayment of Expenses. The Corporation shall pay the expenses (including reasonable attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article VI or otherwise.

6.3Claims. If a claim for indemnification or advancement of expenses under this Article VI is not paid in full within thirty (30) days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

| 12 |

| --- |

---

6.4Non-Exclusivity of Rights. The rights conferred on any person in this Article VI shall not be exclusive of any other right which such persons may have or hereafter acquire under any statute, provision of the Articles of Incorporation, the Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

6.5Indemnification Contracts. The Board is authorized to enter into a contract with any director, officer, employee or agent of the corporation, or any person serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing for indemnification rights equivalent to or, if the Board so determines, greater than, those provided for in this Article VI.

6.6Other Sources. The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of an Other Entity shall be reduced by any amount such Covered Person collects as indemnification or advancement of expenses from such Other Entity.

6.7Effect of Amendment. Any amendment, repeal or modification of any provision of this Article VI shall not adversely affect any right or protection of any Covered Person in respect of any act or omission occurring prior to such amendment, repeal or modification.

6.8Other Indemnification and Prepayment of Expenses. This Article VI shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

ARTICLEVII

AMENDMENTS

---

7.1Amendment of Bylaws. The Board shall have the exclusive power to alter, amend or repeal the Bylaws, or adopt new Bylaws.

***

| 13 |

| --- |

EXHIBIT 31.1

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 A. Cassidy, certify that:

1.	I<br> have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2024 (this “report”) of VIP Play,<br> 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.	The<br> registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a.	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
	b.	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<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 our 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 registrant’s board of directors (or persons performing the equivalent functions):
	a.	All<br> significant deficiencies and material weaknesses 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
	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:<br> November 8, 2024	By:	/s/ Bruce A. Cassidy
---	---	---
		Bruce<br> A. Cassidy
		Chief<br> Executive Officer
		(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 quarterly report on Form 10-Q for the quarter ended September 30, 2024 (this “report”) of VIP Play,<br> 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.	The<br> registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a.	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
	b.	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<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 our 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 registrant’s board of directors (or persons performing the equivalent functions):
	a.	All<br> significant deficiencies and material weaknesses 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
	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:<br> November 8, 2024	By:	/s/ James Mackey
---	---	---
		James<br> Mackey
		Chief<br> Financial Officer
		(Principal<br> Financial Officer)

EXHIBIT32.1

CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of VIP Play, Inc., a Nevada corporation (the “Company”), does hereby certify, to the best of his knowledge, that:

(1)	The<br> Quarterly Report on Form 10-Q for the quarter ending September 30, 2024 (the “Report”) of the Company complies in all<br> material respects with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of<br> the Company.
Date:<br> November 8, 2024	By:	/s/ Bruce A. Cassidy
---	---	---
		Bruce<br> A. Cassidy
		Chief<br> Executive Officer
		(Principal<br> Executive Officer)

EXHIBIT32.2

CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of VIP Play, Inc., a Nevada corporation (the “Company”), does hereby certify, to the best of his knowledge, that:

(1)	The<br> Quarterly Report on Form 10-Q for the quarter ending September 30, 2024 (the “Report”) of the Company complies in all<br> material respects with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of<br> the Company.
Date:<br> November 8, 2024	By:	/s/ James Mackey
---	---	---
		James<br> Mackey
		Chief<br> Financial Officer
		(Principal<br> Financial Officer)