VIP Play, Inc.

VIP Play, Inc.

Company overview

• Nevada corporation, incorporated April 16, 2020.
• Formerly KeyStar Corp.; renamed VIP Play, Inc. on September 20, 2024.
• Acquired ZenSports, Inc. in August 2022 to enter the sports wagering business.
• Ceased online sportsbook operations in April 2026. Tennessee sportsbook license expired May 24, 2026 and was not renewed. West Virginia interim regulatory approval also expired; the company does not conduct sportsbook operations currently.

Current focus and business model

• Transitioned from online sportsbook activities to developing proprietary artificial intelligence technologies, software, and related intellectual property.
• Targets commercialization through licensing, strategic partnerships, enterprise software offerings, or other technology-based arrangements.
• Development work is largely internal and supported by third-party consultants; there is no current revenue from these AI initiatives.

Location

• Principal executive offices: 8400 W. Sunset Road, Suite 300, Las Vegas, Nevada 89113.
• Website: www.viplayinc.com (site information is not incorporated by reference).

Employees and resources

• Five full-time employees as of June 30, 2026.
• Engages independent consultants and advisors with specialized expertise.
• CTO provides services through FuzeBox AI, Inc. (a related party).
• Development activities use a mix of internal personnel and specialized third-party consultants.

Intellectual property and technology

• Develops proprietary software using internal staff and third-party consultants in areas including AI, machine learning, and workflow automation.
• Development costs are evaluated for capitalization; non-capitalized costs are expensed as incurred.
• In June 2026, transferred certain early-stage and pre-production AI IP and development materials to FuzeBox AI, Inc. in exchange for a secured promissory note. Transferred assets include AI platform concepts, methodologies, proof-of-concept materials, development work, documentation, know-how, and related rights.
• Management emphasizes protection of proprietary technology and IP through trade secrets, copyrights, trademarks, contractual protections, and confidentiality agreements.
• The company notes that certain AI IP was developed by the CEO prior to or outside the scope of current employment, which could raise ownership considerations in disputes.

Financial position (highlights)

• Accumulated deficit: approximately $72.6 million as of June 30, 2026.
• Independent registered public accounting firm included an explanatory paragraph regarding substantial doubt about the company’s ability to continue as a going concern.
• Limited liquidity and no reported revenue from AI-focused operations.
• Discretionary line of credit facilities with Excel Family Partners, LLLP (controlled by Chairman Bruce Cassidy): approximately $29.8 million principal outstanding plus about $4.8 million accrued interest as of June 30, 2026. These facilities are payable on demand and are a primary source of liquidity; potential repayment demands could materially affect liquidity.
• Outstanding warrants, stock options, restricted stock units, and other convertible instruments create potential future dilution; related-party financing and conversions could affect ownership.

Related-party arrangements

• Ongoing use of related parties for administrative, technology, operational, and management services (including FuzeBox AI, Inc. and Eagle II, LLC d/b/a Loop TV).
• Shared personnel costs and allocations; CTO provides services via FuzeBox AI, Inc.
• The June 2026 IP transfer to FuzeBox AI, Inc. was executed within a related-party transaction framework, with a secured promissory note issued in exchange.

Regulatory and legal

• Although sportsbook operations have ceased, the company remains subject to federal, state, and local laws relevant to technology businesses (intellectual property, privacy, cybersecurity, data protection, employment, taxation, and similar requirements).
• Past regulatory activities included West Virginia market applications (now expired) and a lapsed Tennessee sportsbook license.
• Future regulatory requirements will depend on the products, services, and jurisdictions involved.

Market and competitive outlook

• The AI software and technology markets are competitive and rapidly evolving.
• Success will depend on the quality of proprietary technology, protection of IP, ability to commercialize software, formation of strategic partnerships, and attraction and retention of technical talent.
• The company currently has no revenue from AI initiatives.

Segment information

• The Chief Executive Officer is the CODM; the company operates as a single operating and reportable segment.

Key risks

• Substantial accumulated losses and potential solvency concerns.
• Reliance on related-party financing and on-demand credit facilities.
• No current revenue from AI operations; commercialization remains uncertain.
• Dependence on key personnel and related-party arrangements.
• Material weaknesses identified in internal control over financial reporting.
• Ongoing dispute with Wheeling Island Gaming, Inc. regarding a termination fee related to a former Casino and Sportsbook Online Operations Agreement; an unfavorable resolution could create liability.

Summary

VIP Play, Inc. has exited its online sportsbook business and redirected resources toward developing proprietary AI technologies and software. The company maintains a small full-time staff, relies on related parties for certain services, holds transferred IP via a related-party June 2026 transaction, and has limited liquidity supported by on-demand credit facilities. Management continues to pursue IP protection and potential commercialization while addressing regulatory, legal, financial, and operational risks.