OTC: VIPZ
VIP Play, Inc.CIK 0001832161 · SIC 5900 · Retail Stores NEC
VIP Play, Inc. (“VIP Play,” the “Company,” “we,” “our,” or “us”) is a Nevada corporation incorporated on April 16, 2020. During the fiscal year ended June 30, 2026, the Company completed a strategic transition from operating an online sportsbook business to focusing on the development of… About this business →
Every 8-K is open in full. Other 10-Ks and 10-Qs show a 3-bullet preview. A free account reads 3 more full reports a month. Generating a report requires a verified account.
Sign up freeWant to see a complete report first? Today's free report (MAN 10-Q) is open in full — no account needed.
Summary not yet generated.
Summary not yet generated.
Partner
Trade VIPZ commission-free
Open an account, get a free stock.
Investing involves risk. Free stock terms apply.
Summary not yet generated.
Summary not yet generated.
Summary not yet generated.
Summary not yet generated.
Summary not yet generated.
Summary not yet generated.
Summary not yet generated.
Summary not yet generated.
Latest financial statements
From 10-K filed Sep 29, 2026 (period ending Jun 30, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.
Consolidated Statements of Operations
(in thousands except number of shares and per share data)
| Description | Years ended June 30, 2026 | Years ended June 30, 2025 |
|---|---|---|
| Gaming revenues | 184 | (86) |
| Cost of gaming revenue | 1,225 | 510 |
| Net gaming loss | (1,041) | (596) |
| Operating expenses: | ||
| Employee and contractor compensation | 5,197 | 4,463 |
| General and administrative | 3,791 | 2,579 |
| Depreciation and amortization | 458 | 993 |
| Asset impairment | 831 | 5,909 |
| Sales and marketing | 590 | 1,139 |
| Total operating expenses | 10,867 | 15,083 |
| Operating Loss | (11,908) | (15,679) |
| Other income (expense): | ||
| Other income | 5 | - |
| Gain on change in fair value of derivative | 5,727 | 47 |
| Interest expense | (173) | (483) |
| Interest expense related party | (3,167) | (3,044) |
| Total other income (expense) | 2,392 | (3,480) |
| Loss before income taxes | (9,516) | (19,159) |
| Income tax expense (benefit) | - | - |
| Net loss | (9,516) | (19,159) |
| Net loss per common share basic and diluted | (0.13) | (0.26) |
| Weighted average number of common shares outstanding basic and diluted | 73,457,857 | 72,621,380 |
Consolidated Balance Sheets
(in thousands, except number of shares and par value)
| Description | June 30, 2026 | June 30, 2025 |
|---|---|---|
| ASSETS | ||
| Current assets: | ||
| Cash | 128 | 163 |
| Cash reserved for users | - | 277 |
| Related party receivables | 210 | - |
| Prepaid expenses and other current assets | 549 | 2,419 |
| Total current assets | 887 | 2,859 |
| Intangible assets, net | - | 883 |
| Related party note receivable | 1,387 | - |
| Security deposit | 3 | 4 |
| Total assets | 2,277 | 3,746 |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||
| Current liabilities: | ||
| Accounts payable and accrued expenses | 1,255 | 1,073 |
| Accrued expenses related party | 5,041 | 1,678 |
| Players balances | - | 336 |
| Notes payable | 81 | 764 |
| Notes payable related party | 30 | 30 |
| Convertible notes, net of discount | 437 | 827 |
| Line of credit related party | 29,831 | 19,586 |
| Derivative liability | 5,553 | 11,226 |
| Total current liabilities | 42,228 | 35,520 |
| Total liabilities | 42,228 | 35,520 |
| Commitments and contingencies – Note 12 | ||
| Stockholders’ deficit: | ||
| Preferred stock, $0.001 par value, 25,000,000 shares authorized as of June 30, 2026, and June 30, 2025, respectively | ||
| Series B preferred stock, 12,000 shares designated, 11,693 and 11,693 shares issued and outstanding as of June 30, 2026, and June 30, 2025, respectively | 12 | 12 |
| Common stock, $0.001 par value, 475,000,000 shares authorized, 73,457,857 and 73,457,857 shares issued and outstanding as of June 30, 2026, and June 30, 2025, respectively | 73 | 73 |
| Additional paid-in capital | 32,608 | 31,269 |
| Accumulated deficit | (72,644) | (63,128) |
| Total stockholders’ deficit | (39,951) | (31,774) |
| Total liabilities and stockholders’ deficit | 2,277 | 3,746 |
Consolidated Statements of Cash Flows
(in thousands)
| Description | Year ended June 30, 2026 | Year ended June 30, 2025 |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Net loss | (9,516) | (19,159) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Depreciation and amortization | 458 | 993 |
| Amortization of debt issuance costs related party | - | 1,330 |
| Issuance of warrants for consulting services | 47 | - |
| Issuance of common stock for consulting services | - | 325 |
| Asset Impairment | 831 | 5,909 |
| Stock-based compensation | 553 | 215 |
| Amortization of debt discount | 63 | 277 |
| Change in fair value of derivative liability | (5,727) | (47) |
| Changes in operating assets and liabilities: | ||
| Prepaid expenses and other current assets | 2,045 | (1,266) |
| Related party receivables | (858) | - |
| Accounts payable and accrued expenses | 184 | (337) |
| Accrued expenses related party | 3,363 | 1,307 |
| Players balances | (336) | 23 |
| Net cash used in operating activities | (8,893) | (10,430) |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Cash paid for capitalized software | (406) | (1,023) |
| Net cash used in investing activities | (406) | (1,023) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from issuance of common stock | - | 500 |
| Proceeds from line of credit, related party | 10,245 | 11,916 |
| Proceeds from convertible notes | 100 | - |
| Repayments of convertible note | (500) | - |
| Repayments of note payable current | (858) | (973) |
| Net cash provided by financing activities | 8,987 | 11,443 |
| NET CHANGE IN CASH AND CASH RESERVED FOR USERS | (312) | (10) |
| CASH AND CASH RESERVED FOR USERS AT BEGINNING OF PERIOD | 440 | 450 |
| CASH AND CASH RESERVED FOR USERS AT END OF PERIOD | 128 | 440 |
| DISCLOSURE OF CASH AND CASH RESERVED FOR USERS: | ||
| CASH | 128 | 163 |
| CASH RESERVED FOR USERS | - | 277 |
| CASH AND CASH RESERVED FOR USERS AT END OF PERIOD | 128 | 440 |
| SUPPLEMENTAL INFORMATION: | ||
| Interest paid | 92 | 599 |
| Income taxes paid | - | - |
| SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||
| Derivative liability associated with convertible note issuance | 54 | - |
| Common stock and warrants issued for offering costs | - | 148 |
| Insurance financing | 174 | 349 |
| Note receivable received in common-control transaction | 1,383 | - |
| Related-party receivable settled in common-control transaction | 644 | - |
| Additional Paid-In Capital recognized in association with common control transaction | 739 | - |
Amounts as printed on the EDGAR/iXBRL face — (in thousands except number of shares and per share data); (in thousands, except number of shares and par value); (in thousands). Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗
About VIP Play, Inc.
Source: Item 1 (Business) from the 10-K filed September 29, 2026. Description as filed by the company with the SEC.
Item
1. Business
Overview
VIP
Play, Inc. (“VIP Play,” the “Company,” “we,” “our,” or “us”) is a Nevada
corporation incorporated on April 16, 2020. During the fiscal year ended June 30, 2026, the Company completed a strategic transition
from operating an online sportsbook business to focusing on the development of proprietary artificial intelligence (“AI”)
technologies, software, and related intellectual property.
Until
April 2026, the Company operated an online mobile sportsbook in the State of Tennessee under a Tennessee Sports Gaming Operator license.
On April 6, 2026, management approved a plan to discontinue the sportsbook business as part of a broader strategic realignment. Customer
wagering operations ceased on April 30, 2026, and the Company’s Tennessee Sports Gaming Operator license expired on May 24, 2026,
and was not renewed. The Company also previously received interim regulatory approval in West Virginia in connection with a potential
expansion of its gaming operations; however, operations never commenced, the related market access agreement was terminated, and the interim
regulatory approval has since expired. Accordingly, the Company no longer conducts sportsbook operations.
Following
the exit from the sportsbook business, the Company redirected its resources toward the development of artificial intelligence technologies
and software applications. The Company’s current activities are focused on developing proprietary AI platforms, software solutions,
and related intellectual property that management believes may be commercialized through licensing arrangements, strategic partnerships,
enterprise software offerings, or other technology-based business opportunities.
Read full description ↓
The
Company continues to develop internally created software and related technologies intended to support future commercial applications.
As an early-stage technology company, the Company is focused on expanding its intellectual property portfolio, enhancing its software
capabilities, and evaluating strategic opportunities that leverage its proprietary technology.
Our
principal executive offices are located at 8400 W. Sunset Road, Suite 300, Las Vegas, Nevada 89113. Our website address is www.viplayinc.com.
Information contained on our website is not incorporated by reference into this Annual Report.
Corporate
History
The
Company was formerly known as KeyStar Corp. and changed its name to VIP Play, Inc. on September 20, 2024. In August 2022, the Company
acquired ZenSports, Inc., through which it entered the sports wagering business. The Company subsequently operated its sports wagering
business under the VIP Play brand until ceasing its gaming operations in April 2026.
Business
Strategy
The
Company’s strategy is centered on the development of proprietary artificial intelligence technologies that management believes
have the potential to address a variety of enterprise software and workflow automation opportunities. During fiscal 2026, management
determined that concentrating the Company’s financial and operational resources on AI development represented the most effective
long-term strategic direction.
Management
intends to continue investing in internally developed software, artificial intelligence technologies, and related intellectual property
while evaluating opportunities to commercialize these technologies through licensing arrangements, strategic collaborations, and other
commercial relationships.
Because
the Company’s AI initiatives remain in the development stage, there can be no assurance regarding the timing or extent of future
commercialization or revenue generation.
Technology
and Product Development
The
Company develops proprietary software using internal personnel and specialized third-party consultants. Development activities include
software architecture, artificial intelligence technologies, machine learning applications, workflow automation tools, and other internally
developed software designed to support future commercial offerings.
The
Company evaluates software development costs for capitalization in accordance with applicable accounting guidance. Costs that do not
meet the criteria for capitalization are expensed as incurred.
The
Company believes that ownership of proprietary software and related intellectual property will remain an important component of its long-term
business strategy.
In
June 2026, the Company transferred certain early-stage and pre-production artificial intelligence intellectual property and related development
materials to FuzeBox AI, Inc., a related party, in exchange for a secured promissory note. The transferred assets included certain AI
platform concepts, methodologies, proof-of-concept materials, development work, documentation, know-how and related rights. The Company
continues to develop software and artificial intelligence technologies through its internal personnel and third-party service providers
as part of its current technology strategy. See Note 13 — Related Party Transactions to the consolidated financial statements for
additional information regarding the transfer.
1
The
Company also utilizes related parties, including FuzeBox AI, Inc. and Eagle II, LLC d/b/a Loop TV, for certain administrative, technology,
operational and management support services. Certain personnel and related costs are shared or allocated among the entities, and the
Company’s Chief Technology Officer provides services to the Company through FuzeBox AI, Inc. The Company supplements these arrangements
with its own employees and other third-party consultants and advisors.
Competition
The
markets for artificial intelligence software and technology solutions are highly competitive and rapidly evolving. The Company competes
with numerous public and private technology companies, software developers, artificial intelligence platform providers, and emerging
technology businesses, many of which possess substantially greater financial, technical, marketing, and operational resources.
Management
believes that the Company’s ability to compete will depend primarily upon the quality of its proprietary technology, its ability
to develop commercially viable software applications, the protection of its intellectual property, strategic partnerships, and its ability
to attract and retain qualified technical personnel.
Government
Regulation
Although
the Company no longer operates an online sportsbook, its business remains subject to various federal, state, and local laws applicable
to technology companies. These include laws relating to intellectual property, privacy, cybersecurity, data protection, employment matters,
taxation, and other regulations applicable to software development and technology businesses.
As
the Company develops and commercializes new technologies, additional regulatory requirements may become applicable depending upon the
nature of future products, services, and jurisdictions in which the Company conducts business.
Intellectual
Property
The
Company’s business depends substantially upon the development, acquisition, protection, and use of proprietary technology and intellectual
property. The Company relies on a combination of trade secrets, copyrights, trademarks, contractual protections, confidentiality agreements,
and other proprietary rights to protect its technology and software.
The
Company enters into confidentiality and invention assignment agreements with employees, consultants, and contractors involved in software
development and seeks to protect its proprietary technology through contractual restrictions and applicable intellectual property laws.
Management
believes continued investment in internally developed software and related intellectual property will remain an important element of
the Company’s long-term strategy.
Employees
As
of June 30, 2026, the Company had five full-time employees. In addition, the Company engages independent consultants and advisors with
specialized expertise to support software development, technology, finance, legal, and other corporate functions.
Segments
The
Company’s Chief Executive Officer serves as the Chief Operating Decision Maker (“CODM”). The CODM evaluates operating
performance, allocates resources, and makes strategic decisions based on consolidated financial information. Accordingly, the Company
operates as a single operating and reportable segment.
2