OTC: VIPZ

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We
began operations in June 2023.

On
December 10, 2024, we entered into a Casino and Sportsbook Online Operations Agreement with a license holder in West Virginia. This agreement
grants us the right to seek and obtain licenses from the appropriate governing authority to offer and operate interactive online gaming
services in West Virginia via the Internet, mobile or other remote or electronic device or data network. On March 31, 2025, we received
interim approval on our West Virginia i-Gaming and Sports Wagering Management Service Provider License. As of September 29, 2025, operations
have not yet commenced in West Virginia.

On
May 7, 2025, we received regulatory approval from the state of Tennessee to launch our new VIP Play brand application. On May 8, 2025
we began a “soft launch” of the VIP Play application and on May 12, 2025, we executed our official VIP Play app launch. The
ZenSports brand and app was sunsetted on April 28, 2025.

Our
current business is a mobile app and online-based technology company with no demand for a physical storefront location. The website for
our business is https://www.viplayinc.com. The information on our website is not made a part of this Annual Report. Our headquarters
address is: 8400 W. Sunset Rd., Suite 300 Las Vegas, NV 89113. Our phone number is: (866) 783-9435.

Suppliers
and Distribution

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

Our
Technology and Product Development

On
November 7, 2024 we signed a multi-year agreement with Kambi Group to power our sportsbook growth in Tennessee and in future markets.
The Kambi Turnkey Sportsbook is being used, in addition to our own proprietary technology, to create a premium, customer-centric experience
by delivering an interactive front end inclusive of market-leading customer acquisition tools.

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Marketing

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

Client
and User Acquisition and Retention

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

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

E-commerce
Website and Mobile Apps

We
have developed and deployed a VIP Play, Inc. corporate website and a VIP Play sports betting website. A VIP Play sports betting mobile
app is available for download from the Apple App Store and from the Google Play Store.

Distribution

Our
distribution strategy is to focus solely on Tennessee and West Virginia in the short run, with plans to seek jurisdictional approval
in multiple additional U.S. Jurisdictions. As of August 2025, 38 states and the District of Columbia had legalized sports betting, including
32 jurisdictions that allow online betting. We are in the process of identifying, budgeting, and securing funding for expansion into
other jurisdictions.

Competition

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

Regulations

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

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

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

Licensing
and Suitability Determinations

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

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

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

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

We
currently are only licensed in Tennessee and West Virginia and have no other active licenses. We are in the process of identifying potential
jurisdictions for future license applications.

Data
Protection and Privacy

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

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

Compliance

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

Responsible
and Safer Gaming

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

Intellectual
Property, Proprietary Rights, Patents, and Trademarks

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

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

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

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

Employees

As
of June 30, 2025, we had a total of 18 employees. We engage independent consultants and advisors to provide specialized support as needed.

Segments

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

The
CODM reviews financial performance and allocates resources at a consolidated level on a regular basis. We have determined that during
the fiscal year ended June 30, 2025, we had one reportable segment consisting of multiple product offerings.

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