VIPZ VIP Play Inc (PK)

 

 

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

 

For the quarterly period ended December 31, 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 name of registrant as specified in its charter)

 

Nevada		85-0738656
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

1645 Pine Tree Ln, Suite 2 Sarasota FL		34236
(Address of principal executive offices)		(Zip 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:

 

Common Stock, 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 accelerated filer	☐	Accelerated filer	☐
	Non-accelerated filer	☒	Smaller reporting company	☒
			Emerging growth company	☒

 

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

 

Indicate by check mark whether the registrant 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 February 10, 2025, was 72,832,857 shares, par value $0.001 per share.

 

 

 

VIP Play, Inc.

Form 10-Q

Table of Contents

 

PART I - FINANCIAL INFORMATION	1
ITEM 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

 

Item 1. Financial Statements

 

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

 

F-1	Condensed Consolidated Balance Sheets as of December 31, 2024 (unaudited), and June 30, 2024;
F-3	Condensed Consolidated Statements of Operations for the three and six months ended December 31, 2024, and 2023 (unaudited);
F-4	Condensed Consolidated Statement of Stockholders’ Deficit for the three and six month periods ended December 31, 2024, and 2023 (unaudited);
F-6	Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2024, and 2023 (unaudited);
F-7	Notes to Condensed Consolidated Financial Statements.

 

 

VIP PLAY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		December 31, 2024				June 30, 2024
		(unaudited)
ASSETS
Current assets:
Cash		$	73,580			$	221,754
Cash reserved for users			158,578				228,009
Prepaid expenses and other current assets			684,524				795,663
Total current assets			916,682				1,245,426
Other assets:
Equipment, net			1,323				2,153
Intangible assets, net			135,837				6,760,295
Debt issuance costs, net			173,779				1,330,173
Security deposit			4,076				12,236
Total other assets			315,015				8,104,857
Total assets		$	1,231,697			$	9,350,283
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses		$	1,076,713			$	1,408,729
Accrued expenses - related party			826,595				371,598
Players balances			207,032				313,758
Notes payable – current			823,126				875,828
Notes payable - related 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 party			12,545,000				7,670,000
Derivative liability			9,246,000				11,273,000
Total current liabilities			24,839,873				22,028,320
Long-term liabilities:
Notes payable - long-term			175,673				512,527
Total long-term liabilities			175,673				512,527
Total liabilities			25,015,546				22,540,847
Commitments and contingencies			-				-

 

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

 

 

VIP PLAY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS - Continued

 

		December 31, 2024				June 30, 2024
		(unaudited)
Stockholders’ deficit:
Preferred stock, $0.0001 par value, 25,000,000 shares authorized
Series A preferred stock, 2,000,000 shares designated, 0 and 0 shares issued and outstanding as of December 31, 2024, and June 30, 2024, respectively			-				-
Series B preferred stock, 12,000 shares designated, 11,693 and 11,693 shares issued and outstanding as of December 31, 2024, and June 30, 2024, respectively			11,693				11,693
Series C preferred stock, 6,700,000 shares designated, 0 and 0 shares issued and outstanding as of December 31, 2024, and June 30, 2024, respectively			-				-
Preferred stock value			-				-
Common stock, $0.001 par value, 475,000,000 shares authorized, 72,761,658 and 71,994,990 shares issued and outstanding as of December 31, 2024, and June 30, 2024, respectively			72,761				7,199
Additional paid-in capital			30,769,800				30,295,318
Accumulated deficit			(54,638,103	)			(43,504,774	)
Total stockholders’ deficit			(23,783,849	)			(13,190,564	)
Total liabilities and stockholders’ deficit		$	1,231,697			$	9,350,283

 

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

 

 

VIP PLAY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

		2024				2023				2024				2023
		For the three months ended December 31,								For the six months ended December 31,
		2024				2023				2024				2023
Gaming revenues		$	22,181			$	(610,199	)		$	17,829			$	(828,822	)
Costs of gaming revenue			108,432				504,749				204,664				909,993
Net gaming loss			(86,251	)			(1,114,948	)			(186,835	)			(1,738,815	)
Operating expenses:
Salaries and wages			1,074,684				1,740,189				2,000,484				2,555,530
Depreciation and amortization			482,292				438,593				954,515				871,020
Sales and marketing			394,117				1,911,180				509,463				3,127,249
General and administrative			650,407				663,553				1,638,973				1,371,554
Impairment of developed technology and tradename			5,909,318				-				5,909,318
Total operating expenses			8,510,818				4,753,515				11,012,753				7,925,353
Other income (expense):
Other income							-								-
Gain (loss) on change in fair value of derivative			3,679,000				(721,819	)			2,027,000				(392,584	)
Loss on extinguishment of debt			-				(798,873	)			-				(798,873	)
Interest expense			(55,862	)			(56,091	)			(117,270	)			(95,342	)
Interest expense - related party			(890,016	)			(1,342,987	)			(1,843,471	)			(2,895,568	)
Interest expense			(890,016	)			(1,342,987	)			(1,843,471	)			(2,895,568	)
Total other income (expense)			2,733,122				(2,919,770	)			66,259				(4,182,367	)
Net loss		$	(5,863,947	)		$	(8,788,233	)		$	(11,133,329	)		$	(13,846,535	)
Net loss per common share - basic and diluted		$	(0.08	)		$	(0.21	)		$	(0.15	)		$	(0.33	)
Weighted average number of common shares outstanding - basic and diluted			72,453,324				42,750,108				72,224,157				42,327,554

 

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

 

 

VIP PLAY, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

(unaudited)

 

		Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Capital				Receivable				Deficit				(Deficit)
		Preferred Shares Series A $0.0001 Par Value								Preferred Shares Series B $1.00 Par Value								Preferred Shares Series C $0.0001 Par Value								Common Shares $0.0001 Par Value								Additional Paid-In				Stock Subscriptions				Accumulated				Total Stockholders’ Equity
		Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Capital				Receivable				Deficit				(Deficit)
Balance, June 30, 2023			-			$	-				11,693			$	11,693				2,499,998			$	250				41,905,000			$	4,191			$	12,669,930			$	-			$	(13,119,081	)		$	(433,017	)
Fair value of vested incentive stock options			-				-				-				-				-				-				-				-				112,720				-				-				112,720
Fair value of warrant granted for as part of amended related party demand line of credit			-				-				-				-				-				-				-				-				1,753,037				-				-				1,753,037
Net loss for the period			-				-				-				-				-				-				-				-				-				-				(5,058,302	)			(5,058,302	)
Balance, September 30, 2023			-			$	-				11,693			$	11,693				2,499,998			$	250				41,905,000			$	4,191			$	14,535,687			$	-			$	(18,177,383	)		$	(3,625,562	)
Fair value of vested incentive stock options			-				-				-				-				-				-				-				-				78,374				-				-				78,374
Fair value of warrant granted for as part of amended related party demand line of credit			-				-				-				-				-				-				-				-				1,555,085				-				-				1,555,085
Issuance of common stock upon conversion of debt			-				-				-				-				-				-				25,916,632				2,591				12,955,725				-				-				12,958,316
Warrant granted for consulting services			-				-				-				-				-				-				-				-				764,007				-				-				764,007
Net loss for the period			-				-				-				-				-				-				-				-				-				-				(8,788,233	)			(8,788,233	)
Balance, December 31, 2023			-			$	-				11,693			$	11,693				2,499,998			$	250				67,821,632			$	6,782			$	29,888,878				-			$	(26,965,616	)		$	2,941,987

 

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

 

 

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 A $0.0001 Par Value								Preferred Shares Series B $1.00 Par Value								Preferred Shares Series C $0.0001 Par Value								Common Shares $0.001 Par Value								Additional Paid-In				Stock Subscriptions				Accumulated				Total Stockholders’ Equity
		Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Capital				Receivable				Deficit				(Deficit)
Balance, June 30, 2024			-			$	-				11,693			$	11,693				-			$	-				71,994,990			$	7,199			$	30,295,318			$	-			$	(43,504,774	)		$	(13,190,564	)
Fair value of vested incentive stock options			-				-				-				-				-				-				-				-				48,172				-				-				48,172
Change in par value of common stock			-				-				-				-				-				-				-				64,795				(64,795	)			-				-				-
Net loss for the period			-				-				-				-				-				-				-				-				-				-				(5,269,382	)			(5,269,382	)
Balance, September 30, 2024			-			$	-				11,693			$	11,693				-			$	-				71,994,990			$	71,994			$	30,278,695			$	-			$	(48,774,156	)		$	(18,411,774	)
Balance			-			$	-				11,693			$	11,693				-			$	-				71,994,990			$	71,994			$	30,278,695			$	-			$	(48,774,156	)		$	(18,411,774	)
Fair value of vested incentive stock options			-				-				-				-				-				-				-				-				45,272				-				-				45,272
Issuance of common stock for cash, net of offering costs			-				-				-				-				-				-				766,668				767				445,833				-				-				446,600
Net loss for the period			-				-				-				-				-				-				-				-				-				-				(5,863,947	)			(5,863,947	)
Balance, December 31, 2024			-			$	-				11,693			$	11,693				-			$	-				72,761,658			$	72,761			$	30,769,800			$	-			$	(54,638,103	)		$	(23,783,849	)
Balance			-			$	-				11,693			$	11,693				-			$	-				72,761,658			$	72,761			$	30,769,800			$	-			$	(54,638,103	)		$	(23,783,849	)

 

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

 

 

VIP PLAY, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)

 

		2024				2023
		For the Six Months Ended December 31,
		2024				2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(11,133,329	)		$	(13,846,535	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt issuance costs – related party			1,156,394				1,955,831
Non-cash compensation			-				764,007
Depreciation and amortization			954,515				871,020
Incentive stock option expense			93,444				191,094
Discount on related party note payable			-				323,345
Impairment of developed technology and tradename			5,909,318				-
Loss on extinguishment of debt			-				798,873
(Gain) loss on change in fair value of derivative			(2,027,000	)			392,584
Changes in operating assets and liabilities:
Prepaid expenses and other current assets			215,473				571,646
Accounts payable and accrued expenses			(332,016	)			521,946
Accounts payable and accrued expenses - related party			454,997				239,466
Accounts payable and accrued expenses			454,997				239,466
Players balances			(106,725	)			1,236,475
Net cash used in operating activities			(4,814,929	)			(5,980,248	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for capitalized software			(238,549	)			(225,821	)
Net cash used in investing activities			(238,549	)			(225,821	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock, net of issuance costs			446,601				-
Proceeds from line of credit, related party			4,875,000				5,501,925
Proceeds from convertible notes			-				850,000
Repayments of note payable, current			(485,728	)			(226,447	)
Net cash provided by financing activities			4,835,873				6,125,478
NET CHANGE IN CASH			(217,605	)			(80,591	)
CASH AT BEGINNING OF PERIOD			449,763				355,396
CASH AT END OF PERIOD		$	232,158			$	274,805
DISCLOSURE OF CASH AND CASH RESERVERD FOR USERS:
CASH			73,580				29,399
CASH RESERVED FOR USERS			158,578				245,406
CASH AT END OF PERIOD		$	232,158			$	274,805
SUPPLEMENTAL INFORMATION:
Interest paid		$	340,085			$	34,000
NON-CASH FINANCING AND INVESTING ACTIVITIES:
Common stock issued upon conversion of debt		$	-			$	10,366,653
Derivative and warrants issued upon conversion of debt		$	-			$	1,404,771
Insurance financing		$	96,172			$	-
Payoff of related party note payable with related party line of credit		$	-			$	1,760,000
Common stock and warrants issued for offering costs		$	94,348			$	-

 

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

 

 

VIP PLAY, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 AND 2023

 

NOTE 1 – OVERVIEW AND ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Overview and 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 primary 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. On December 10, 2024, the Company entered into a Casino and Sportsbook Online Operations Agreement with a license holder in West Virginia. This agreement grants the Company to 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. See Note 11.

 

Basis of 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 and six month period ended December 31, 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.

 

Principals of 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.

 

Segment Reporting

 

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.

 

Use of 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

 

 

Going Concern

 

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 $54,638,103 as of December 31, 2024. The Company had a net loss from operations of $11,133,329 and negative cash flows of $4,814,929 from operations for the six months ended December 31, 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.

 

Cash and 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 December 31, 2024, the Company’s cash balance did not exceed the FDIC limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts.

 

Cash Reserved 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 December 31, 2024 and June 30, 2024, approximately $159,000 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 to 5 years

 

F-9

 

 

Intangible assets 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 and fully impaired on December 31, 2024. See Note 3.

 

Developed Technology

 

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

 

Internally Developed 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.

 

Gaming licenses

 

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. See Note 3.

 

F-10

 

 

Impairment of 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 recorded impairment charges of $5,909,318 during the three months ended December 31, 2024 related to developed technology, internally developed software, website development costs and trademarks. See Note 3.

 

Lease Commitments

 

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 expired on February 1, 2025 and was continued on a month-to-month basis. The prior lease and the new agreement call for monthly lease payments of $1,600.

 

Total rental expense for the three months ended December 31, 2024 and 2023 was $12,886 and $23,036, respectively. Total rental expense for the six months ended December 31, 2024 and 2023 was $39,105 and $44,688, 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.

 

Fair Value 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.

 

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.

 

F-11

 

 

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 six months ended December 31, 2024, or 2023.

 SCHEDULE OF DERIVATIVE LIABILITIES

Description		Total fair value at December 31, 2024				Quoted prices in Active markets (level 1)				Significant other observable inputs (level 2)				Significant unobservable inputs (level 3)
Derivative liability (1)		$	9,246,000			$	-			$	-			$	9,246,000

 

Description		Total fair value at June 30, 2024				Quoted prices in Active markets (level 1)				Quoted prices in Active markets (level 2)				Quoted prices in Active markets (level 3)
Derivative liability (1)		$	11,273,000			$	-			$	-			$	11,273,000

 

(1)	The 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.

 

Derivative Liabilities

 

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 December 31, 2024, and June 30, 2024, the Company had a derivative liability of $9,246,000 and $11,273,000, respectively.

 

Players Balances

 

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 December 31, 2024, the Company had sufficient coverage for these liabilities as per the requirements of the state of Tennessee.

 

Revenue Recognition

 

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.

 

F-12

 

 

The Company determines revenue recognition through the following steps:

 

	●	Identify the contract, or contracts, with the customer;
	●	Identify the performance obligations in the contract;
	●	Determine the transaction price;
	●	Allocate the transaction price to performance obligations in the contract; and
	●	Recognize 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.

 

Cost of 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.

 

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.

 

Sales and 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 December 31, 2024 and 2023, advertising costs calculated in accordance with U.S. GAAP were $394,117 and $1,911,180, respectively. During the six months ended December 31, 2024 and 2023, advertising costs calculated in accordance with U.S. GAAP were $509,463 and $3,127,249, respectively.

 

F-13

 

 

General and 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.

 

Income Taxes

 

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 December 31, 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 December 31, 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 December 31, 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 the six months ended December 31, 2024				For the year ended June 30, 2024
Stock Options			4,150,000				4,250,000
Series B Preferred Shares			1,169,300				1,169,300
Warrants			10,050,000				10,000,000
Shares issuable upon conversion of convertible notes			1,416,667				2,125,000
Shares issuable upon conversion of line of credit			22,257,498				26,551,338
Total potentially dilutive shares			39,043,465				44,095,638

 

F-14

 

 

Recent Accounting 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 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.

 

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU No. 2023-07 requires all annual disclosures currently required by Topic 280 to be included in interim financial statements and requires disclosure of significant segment expenses regularly provided to the chief operating decision maker (“CODM”), a description of other segment items by reportable segment, and applicable additional measures of segment profit or loss used by the CODM when allocating resources and assessing business performance. The ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. We do not expect the adoption of ASU No. 2023-07 to have a material impact on our consolidated financial statements.

 

In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses,” which requires additional disclosure of the nature of expenses included in the income statement in response to requests from investors for more information about an entity’s expenses. The new standard requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. The new guidance is effective for annual periods beginning after December 15, 2027. The Company is currently evaluating the impact of the new standard on the Company’s consolidated financial statements and related disclosures and does not believe it will have a material impact on its consolidated financial statements or its disclosures.

 

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

		December 31, 2024				June 30, 2024
Equipment		$	4,980			$	4,980
Total			4,980				4,980
Less: accumulated depreciation			3,657				2,827
Equipment, net		$	1,323			$	2,153

 

Depreciation expense of equipment during the three months ended December 31, 2024, and 2023 was $415 and $415, respectively. Depreciation expense of equipment during the six months ended December 31, 2024, and 2023 was $830 and $830, 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

		December 31, 2024				June 30, 2024
Developed technology		$	8,210,510			$	7,971,965
Tradenames and trademarks			539,099				539,099
Gaming licenses			135,837				135,837
Total			8,885,446				8,646,901
Less: accumulated amortization			(2,840,291	)			(1,886,606	)
Less: impairment			(5,909,318	)			-
Net carrying value		$	135,837			$	6,760,295

 

Amortization expense of business intellectual property for three months ended December 31, 2024, and 2023, was $454,923 and $411,224, respectively. Amortization expense of tradenames for the three months ended December 31, 2024, and 2023, was $26,955 and $26,955, respectively. Amortization expense of business intellectual property for six months ended December 31, 2024, and 2023, was $899,756 and $816,280, respectively. Amortization expense of tradenames for the six months ended December 31, 2024, and 2023, was $53,910 and $53,910, respectively. Amortization expense is included in the statement of operations.

 

During the three months ended December 31, 2024 the Company entered into an agreement with a sports betting services provider. See Note 11. As per the terms of the agreement, the Company will integrate our new VIP Play application into the sportsbook as provided by the new provider. The Company expects to launch the new application at the end of March 2025. As of December 31, 2024, the Company has ceased development of the ZenSports technology. As per ASC 360-10, Impairment or Disposal of Long-Lived Assets, these events triggered an impairment test of our finite lived asset as listed below and the carrying amount was deemed to be unrecoverable. An impairment loss of $5,909,318 was recorded at December 31, 2024.

 

As of December 31, 2024, intangible assets consisted of the following, net of impairment:

 SCHEDULE OF INTANGIBLE ASSETS

		Estimated Useful Life		Remaining Weighted Average Useful Life				Gross Carrying Amount, Net of Impairment				Accumulated Amortization				Net Carrying Amount
Indefinite lived intangible assets:
Gaming license		Indefinite						$	135,837			$	-			$	135,837
Total indefinite lived intangible assets:								$	135,837			$	-			$	135,837

 

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 $207,032 and $313,758 as of December 31, 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 volatility				Risk-free interest rate				Expected dividend yield				Expected 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

 

As of December 31, 2024, and June 30, 2024, a principal amount of $30,000 and $30,000, and accrued interest of $11,996 and $10,496, respectively, is owed to Eagle Investment Group, LLC, a company controlled by Bruce Cassidy, as per a promissory noted entered into on December 17, 2021. The interest expense for the three months ended December 31, 2024 and 2023 was $750 and $750, respectively. The interest expense for the six months ended December 31, 2024 and 2023 was $1,500 and $1,500, 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 December 31, 2024, is $829,757, with $654,084 being classified as Note Payable- Current on the balance sheet, and accrued interest is $100,190. The interest expense for the three months ended December 31, 2024 and 2023 is $26,385 and $21,969 respectively. The interest expense for the six months ended December 31, 2024 and 2023 is $57,005 and $43,665 respectively.

 

On May 5, 2023, the Company entered into a Promissory Note with Excel Family Partners, LLLP, a company controlled by Bruce Cassidy (our Chief Executive Officer and 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-17

 

 

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 volatility				Risk-free interest rate				Expected dividend yield				Expected 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 $95,617 and $257,612 as of December 31, 2024 and June 30, 2024, respectively, and is included as part of Notes Payable – Current in the balance sheet.

 

On November 6, 2024, the Company entered into a short term note payable with a premium finance company to fund their excess and surplus insurance. The total premiums, taxes and fees financed was $81,262 at an annual percentage rate of 9.65%. After a down payment of $14,540 was made upon execution of the Note, ten monthly payments remained in the amount of $8,490 each. The balance of this Note was $73,425 and $0 as of December 31, 2024 and June 30, 2024 respectively, and is included as part of Notes Payable – Current in the balance sheet.

 

F-18

 

 

The following represents the future aggregate maturities of the notes payable and notes payable-related party as of December 31, 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 December 31,		Amount
2025		$	853,126
2026			175,673
2027			-
2028			-
2029			-
Thereafter			-
Total		$	1,028,799

 

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 Chief Executive Officer and 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.

 

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 volatility				Risk-free interest rate				Expected dividend yield				Expected 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.

 

F-19

 

 

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

 SCHEDULE OF FAIR VALUE OF DERIVATIVES

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

 

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

 

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

 SCHEDULE OF FAIR VALUE OF DERIVATIVES

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

 

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

 

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

 

F-20

 

 

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

 

		Expected volatility				Risk-free interest rate				Expected dividend yield				Expected life (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.

 

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.

 

F-21

 

 

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 volatility				Risk-free interest rate				Expected dividend yield				Expected life (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.

 

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.

 

During the three and six months ended December 31, 2024, the Company borrowed $2,150,000 and $4,875,000 under the new Discretionary Non-Revolving Line of Credit Demand Note with Excel Family Partners, LLP, respectively.

 

As of December 31, 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 $8,435,000 was outstanding on the new Discretionary Non-Revolving Line of Credit Demand Note with Excel Family Partners, LLLP

 

At December 31, 2024, the remaining unamortized debt issuance costs were $173,779. Amortization of $1,156,394 and $1,955,831 was included in interest expense, respectively during the six months ended December 31, 2024 and 2023.

 

As of December 31, 2024 and June 30, 2024, the aggregate outstanding principal balance of all loans under the Note was $12,545,000 and $7,670,000, respectively and accrued interest was $809,499 and $356,002.

 

F-22

 

 

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 six months ended December 31, 2024:

 SCHEDULE OF FAIR VALUE OF FINANCIAL LIABILITIES

Balance at June 30, 2024		$	11,273,000
Change in the fair value of the embedded conversion option			(2,027,000	)
Balance at December 31, 2024		$	9,246,000

 

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 volatility				Risk-free interest rate				Expected dividend yield				Expected life (in years)
At June 30, 2024			57.5-68.5	%			4.66-5.03	%			0	%		1.17-2.25
At December 31, 2024			57.3-66.0	%			4.21-4.37	%			0	%		.25-1.75

 

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-23

 

 

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 six months ended December 31, 2024 and 2023, there were no issuances of Series A Convertible Preferred Stock and at December 31, 2024 and June 30, 2024, no shares were outstanding.

 

Series B Convertible Preferred Stock

During the six months ended December 31, 2024 and 2023, there were no issuances of Series B Convertible Preferred Stock and at December 31, 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 of December 31, 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 7. 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.

 

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-24

 

 

On November 6, 2024 the Company sold 666,668 shares of common stock to two unrelated parties for cash proceeds of $500,000 as part of a private offering. The Company also issued 100,000 shares of common stock, 50,000 warrants and accrued $53,399 as compensation to a placement agent in connection with the offering. The warrants were valued using the Black Scholes model and had a fair value of $19,348. The following are the significant assumptions used in the Black-Scholes model for the warrants:

 SCHEDULE OF FAIR VALUE OF DERIVATIVES

		Expected volatility				Risk-free interest rate				Expected dividend yield				Expected life (in years)
At November 6, 2024			61.5	%			4.27	%			0	%		5

 

The common stock and warrants were fully expensed during the six months ended December 31, 2024 and netted against the value of the common stock as offering costs.

 

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.

 

F-25

 

 

Below is a table summarizing the changes in stock options outstanding for the six months ended December 31, 2024:

 SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS

		Number of Shares Underlying Outstanding Options				Weighted Average Remaining Contractual Life				Weighted Average Exercise Price				Intrinsic Value
Options outstanding as of June 30, 2024			2,075,000				7.65 years			$	0.50			$	518,750
Options exercisable as of June 30, 2024			1,517,361				7.65 years			$	0.50			$	379,340
Granted			-				-				-				-
Exercised			-				-				-				-
Forfeited or expired			-				-				-			$	-
Options outstanding as of December 31, 2024			2,075,000				7.15 years			$	0.50			$	518,750
Options exercisable as of December 31, 2024			1,770,833				7.15 years			$	0.50			$	442,708

 

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.

 

As of December 31, 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.

 

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 December 31, 2024.

 

On November 1, 2024 (and then amended on January 8, 2025), the Company entered into an agreement with a sports betting services provider. Pursuant to the terms of the Agreement, the provider has agreed to provide certain services to the Company to use through their software platform over which gaming and betting transactions with their customers are conducted, including back-office software, player account management software, geo-location software and/or services, e-wallet software and/or services, websites and mobile applications, any underlying operating software, mobile platforms, or other means of remote communication. The Services are to be provided on a non-transferable, non-sub-licensable and non-exclusive basis for a term of five years after the first live launch in respect of the business to consumer sports betting activities that we intend to carry out in certain states, countries or territories. The terms of the agreement call for two lump sum payments, as well as ongoing business fees calculated as a percentage of net gaming revenue that will vary based upon yearly gross gaming revenues commencing with the first live launch.

 

On December 10, 2024, the Company entered into a Casino and Sportsbook Online Operations Agreement dated as of December 9, 2024 with Wheeling Island Gaming, Inc., a Delaware corporation, that is the duly licensed owner and operator of the casino commonly referred to as Wheeling Island Hotel Casino Racetrack located near Wheeling, West Virginia.

 

The operator is the holder of a license from the West Virginia Lottery Commission which permits Operator to operate, manage, administer, and make available online gaming services in West Virginia. Operator does not directly operate online gaming services in West Virginia, such as sports wagering and interactive wagering. Pursuant to the terms and conditions of the Agreement, Operator has granted the Company 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. Interactive gaming services covered by the Agreement include online poker games, online casino games and online sports wagering.

 

The initial term of the Agreement is for ten years from the date on which the Company’s online gaming services are approved for users to play in accordance with West Virginia gaming laws. Provided that there is not a material breach then continuing by the Company under the Agreement beyond any applicable notice and cure period, and the Agreement has not otherwise been terminated in accordance with its terms, the Company has the right to renew the Agreement.

 

The terms of the Agreement call for a non-refundable fee to be paid in two equal installments, one within 30 business days from the Signing Date and the second within 90 business days from the Signing Date. The Agreement also requires the Company to pay Operator a percentage of their annual net gaming revenue from the Services, minus a minimum annual revenue guarantee payment to be paid in equal quarterly installments.

 

F-26

 

 

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

 

Transactions with 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.

 

Transactions with 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 Chief Executive Officer and 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.

 

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.

 

F-27

 

 

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. During the six months ended December 31, 2024, the company borrowed an additional $4,875,000 under this Note.

 

NOTE 13 - SUBSEQUENT EVENTS

 

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2024, to the date these financial statements were issued, and as of February 10, 2025, 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 February 10, 2025, the Company borrowed an additional $1,525,000 under the new Discretionary Non-Revolving Line of Credit Demand Note with Excel Family Partners, LLP.

 

On February 5, 2025, the Company issued 71,199 shares of common stock for placement agent fees related to the November 6^th private offering in lieu of cash compensation, which was accrued on December 31, 2024 as discussed in Footnote 9.

 

On February 7, 2025, the Company entered into a Player Account Management Services Agreement for a term of four years to enhance its online gaming platform offerings. The terms of the agreement call for a combination of upfront fees as well as monthly platform fees that will vary based upon monthly net gaming revenues.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

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.

 

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.

 

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.

 

On November 1, 2024 (and then amended on January 8, 2025), we entered into an agreement with a sports betting services provider. Pursuant to the terms of the Agreement, the provider has agreed to provide certain services to us to use through their software platform over which gaming and betting transactions with customers are conducted, including back-office software, player account management software, geo-location software and/or services, e-wallet software and/or services, websites and mobile applications, any underlying operating software, mobile platforms, or other means of remote communication. The services are to be provided on a non-transferable, non-sub-licensable and non-exclusive basis for a term of five years after the first live launch in respect of the business to consumer sports betting activities that we intend to carry out in certain states, countries or territories.

 

On December 10, 2024, we entered into a Casino and Sportsbook Online Operations Agreement dated as of December 9, 2024 with Wheeling Island Gaming, Inc., a Delaware corporation, that is the duly licensed owner and operator of the casino commonly referred to as Wheeling Island Hotel Casino Racetrack located near Wheeling, West Virginia.

 

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.

 

Results of Operations for the Three Months Ended December 31, 2024, and 2023

 

During the three months ended December 31, 2024, and 2023, we incurred net losses from continuing operations of $5,863,947 and $8,788,233, respectively.

 

For the three months ended December 31, 2024 and 2023, we had gaming revenues of $22,181 and negative gaming revenues of $610,199. Negative gaming revenues consisted of net sports betting revenues which commenced in June of 2023 upon the approval of our gaming license. Our gaming revenues increased by approximately $632,000 during the three months ended December 31, 2024 as compared to the three months ended December 31, 2023 as a result of operational and risk management procedures, technological improvement to our Sports Gaming System software, and a revamped rewards and marketing program.

 

The significant driver to our loss in the current period is principally related to impairment expense of our intangible assets partially offset by the gain on change in fair value of derivatives. 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.

 

Results of Operations for the Six Months Ended December 31, 2024, and 2023

 

During the six months ended December 31, 2024, and 2023, we incurred net losses from continuing operations of $11,133,329 and $13,846,535, respectively.

 

 

For the six months ended December 31, 2024 and 2023, we had gaming revenues of $17,829 and negative gaming revenues of $828,822. Negative gaming revenues consisted of net sports betting revenues which commenced in June of 2023 upon the approval of our gaming license. Our gaming revenues increased by approximately $847,000 during the six months ended December 31, 2024 as compared to the six months ended December 31, 2023 as a result of operational and risk management procedures, technological improvement to our Sports Gaming System software, and a revamped rewards and marketing program.

 

The significant driver to our loss in the current period is principally related to impairment expense of our intangible assets partially offset by the gain on change in fair value of derivatives. 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.

 

Liquidity and 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 December 31, 2024, we had total current assets of $916,682, total current liabilities of $24,839,873, and a total working capital deficit of $23,923,191. Net cash used in operating activities was $4,814,929 during the six months ended December 31, 2024, compared to $5,980,248 during the six months ended December 31, 2023. The decrease in the use of cash in operating activities is principally the result of a $2,337,805 decrease in net operating assets and a decrease in the net loss of $2,713,206.

 

Net cash used in investing activities remained fairly consistent during the six months ended December 31, 2024, compared to the six months ended December 31, 2023.

 

Net cash provided by financing activities decreased by $1,289,605 during the six months ended December 31, 2024, compared to the six months ended December 31, 2023. The decrease is primarily due to proceeds from convertible notes issued during the six months ended December 31, 2023.

 

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.

 

 

Off Balance Sheet Arrangements

 

As of December 31, 2024, we had no off-balance sheet arrangements.

 

Going Concern

 

As of December 31, 2024, we had a working capital deficit of $23,923,191. We had a net loss from operations of $11,133,329 for the six months ended December 31, 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.

 

Item 3. Quantitative and Qualitative Disclosure About Market Risks

 

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

 

Item 4. Controls and Procedures

 

Evaluation of 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 December 31, 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 December 31 2024, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting related to the restatement of our March 31, 2024 form 10Q.

 

Planned Remediation of Material Weaknesses

 

Management is actively engaged in implementing remediation plans to address the material weaknesses described above. These remediation efforts include preparation of written documentation of our internal control policies and procedures, and an increase to personnel and technical accounting expertise within the accounting function.

 

Changes in 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 and have made significant improvements to date. 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 second 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 other than the ongoing remediation efforts noted above.

 

 

PART II - OTHER INFORMATION

 

Item 6. Exhibits

 

				Incorporated By Reference
Exhibit Number		Exhibit Description		Form		As Exhibit		Filing 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-Q		3.3		11/13/24
10.1		Agreement for the Provision of a Sports Betting Solution dated November 1, 2024 by and between VIP Play, Inc. and Sports Information Services Limited		8-K		10.1		11/07/2024
10.2		Casino and Sportsbook Online Operations Agreement dated as of December 9, 2024 by and between VIP Play, Inc. and Wheeling Island Gaming, Inc.		8-K		10.1		12/16/2024
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 XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

*	Filed herewith.
**	Furnished herewith.

 

 

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: February 10, 2025
	By:	/s/ James Mackey
		James Mackey
		Chief Financial Officer
		(Principal Financial Officer)

 

 

 

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 have reviewed this quarterly report on Form 10-Q for the quarter ended December 31, 2024 (this “report”) of VIP Play, Inc.;
	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
	4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

		a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
		c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
		d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the registrant’s board of directors (or persons performing the equivalent functions):

 

		a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
		b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 10, 2025	By:	/s/ Bruce A. Cassidy
		Bruce A. Cassidy
		Chief Executive Officer
		(Principal Executive Officer)

 

 

EXHIBIT 31.2

 

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 have reviewed this quarterly report on Form 10-Q for the quarter ended December 31, 2024 (this “report”) of VIP Play, Inc.;
	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
	4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

		a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
		c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
		d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the registrant’s board of directors (or persons performing the equivalent functions):

 

		a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
		b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 10, 2025	By:	/s/ James Mackey
		James Mackey
		Chief Financial Officer
		(Principal Financial Officer)

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT 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 Quarterly Report on Form 10-Q for the quarter ending December 31, 2024 (the “Report”) of the Company complies in all material respects with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: February 10, 2025	By:	/s/ Bruce A. Cassidy
		Bruce A. Cassidy
		Chief Executive Officer
		(Principal Executive Officer)

 

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT 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 Quarterly Report on Form 10-Q for the quarter ending December 31, 2024 (the “Report”) of the Company complies in all material respects with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: February 10, 2025	By:	/s/ James Mackey
		James Mackey
		Chief Financial Officer
		(Principal Financial Officer)

 

 

v3.25.0.1

Cover - $ / shares	6 Months Ended
	Dec. 31, 2024	Feb. 10, 2025
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2025
Current Fiscal Year End Date	--06-30
Entity File Number	000-56290
Entity Registrant Name	VIP Play, Inc.
Entity Central Index Key	0001832161
Entity Tax Identification Number	85-0738656
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1645 Pine Tree Ln
Entity Address, Address Line Two	Suite 2
Entity Address, City or Town	Sarasota
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	34236
City Area Code	(866)
Local Phone Number	783-9435
Title of 12(g) Security	Common Stock, par value of $0.001
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		72,832,857
Entity Listing, Par Value Per Share	$ 0.001

v3.25.0.1

Condensed Consolidated Balance Sheets - USD ($)		Dec. 31, 2024	Jun. 30, 2024
Current assets:
Cash		$ 73,580	$ 221,754
Cash reserved for users		158,578	228,009
Prepaid expenses and other current assets		684,524	795,663
Total current assets		916,682	1,245,426
Other assets:
Equipment, net		1,323	2,153
Intangible assets, net		135,837	6,760,295
Debt issuance costs, net		173,779	1,330,173
Security deposit		4,076	12,236
Total other assets		315,015	8,104,857
Total assets		1,231,697	9,350,283
Current liabilities:
Accounts payable and accrued expenses		1,076,713	1,408,729
Accrued expenses - related party		826,595	371,598
Players balances		207,032	313,758
Convertible notes, net		85,407	85,407
Line of credit - related party		12,545,000	7,670,000
Derivative liability	[1]	9,246,000	11,273,000
Total current liabilities		24,839,873	22,028,320
Long-term liabilities:
Notes payable - long-term		175,673	512,527
Total long-term liabilities		175,673	512,527
Total liabilities		25,015,546	22,540,847
Commitments and contingencies
Stockholders’ deficit:
Common stock, $0.001 par value, 475,000,000 shares authorized, 72,761,658 and 71,994,990 shares issued and outstanding as of December 31, 2024, and June 30, 2024, respectively		72,761	7,199
Additional paid-in capital		30,769,800	30,295,318
Accumulated deficit		(54,638,103)	(43,504,774)
Total stockholders’ deficit		(23,783,849)	(13,190,564)
Total liabilities and stockholders’ deficit		1,231,697	9,350,283
Series A Preferred Stock [Member]
Stockholders’ deficit:
Preferred stock value
Series B Preferred Stock [Member]
Stockholders’ deficit:
Preferred stock value		11,693	11,693
Series C Preferred Stock [Member]
Stockholders’ deficit:
Preferred stock value
Nonrelated Party [Member]
Current liabilities:
Notes payable		823,126	875,828
Related Party [Member]
Current liabilities:
Notes payable		$ 30,000	$ 30,000
[1] The Company has estimated the fair value of these derivatives using the Monte-Carlo model.

v3.25.0.1

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2024	Jun. 30, 2024
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	25,000,000	25,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	475,000,000	475,000,000
Common stock, shares issued	72,761,658	71,994,990
Common stock, shares outstanding	72,761,658	71,994,990
Series A Preferred Stock [Member]
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series B Preferred Stock [Member]
Preferred stock, shares authorized	12,000	12,000
Preferred stock, shares issued	11,693	11,693
Preferred stock, shares outstanding	11,693	11,693
Series C Preferred Stock [Member]
Preferred stock, shares authorized	6,700,000	6,700,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

v3.25.0.1

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Gaming revenues	$ 22,181	$ (610,199)	$ 17,829	$ (828,822)
Costs of gaming revenue	108,432	504,749	204,664	909,993
Net gaming loss	(86,251)	(1,114,948)	(186,835)	(1,738,815)
Operating expenses:
Salaries and wages	1,074,684	1,740,189	2,000,484	2,555,530
Depreciation and amortization	482,292	438,593	954,515	871,020
Sales and marketing	394,117	1,911,180	509,463	3,127,249
General and administrative	650,407	663,553	1,638,973	1,371,554
Impairment of developed technology and tradename	5,909,318		5,909,318
Total operating expenses	8,510,818	4,753,515	11,012,753	7,925,353
Other income (expense):
Other income
Gain (loss) on change in fair value of derivative	3,679,000	(721,819)	2,027,000	(392,584)
Loss on extinguishment of debt		(798,873)		(798,873)
Total other income (expense)	2,733,122	(2,919,770)	66,259	(4,182,367)
Net loss	$ (5,863,947)	$ (8,788,233)	$ (11,133,329)	$ (13,846,535)
Net loss per common share - basic	$ (0.08)	$ (0.21)	$ (0.15)	$ (0.33)
Net loss per common share - diluted	$ (0.08)	$ (0.21)	$ (0.15)	$ (0.33)
Weighted average number of common shares outstanding - basic	72,453,324	42,750,108	72,224,157	42,327,554
Weighted average number of common shares outstanding - diluted	72,453,324	42,750,108	72,224,157	42,327,554
Nonrelated Party [Member]
Other income (expense):
Interest expense	$ (55,862)	$ (56,091)	$ (117,270)	$ (95,342)
Related Party [Member]
Other income (expense):
Interest expense	$ (890,016)	$ (1,342,987)	$ (1,843,471)	$ (2,895,568)

v3.25.0.1

Condensed Consolidated Statement of Stockholders' Deficit (Unaudited) - USD ($)	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member] Series B Preferred Stock [Member]	Preferred Stock [Member] Series C Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Stock Subscriptions Receivable [Member]	Retained Earnings [Member]	Total
Balance at Jun. 30, 2023		$ 11,693	$ 250	$ 4,191	$ 12,669,930		$ (13,119,081)	$ (433,017)
Balance, shares at Jun. 30, 2023		11,693	2,499,998	41,905,000
Fair value of vested incentive stock options					112,720			112,720
Fair value of warrant granted for as part of amended related party demand line of credit					1,753,037			1,753,037
Net loss for the period							(5,058,302)	(5,058,302)
Balance at Sep. 30, 2023		$ 11,693	$ 250	$ 4,191	14,535,687		(18,177,383)	(3,625,562)
Balance, shares at Sep. 30, 2023		11,693	2,499,998	41,905,000
Balance at Jun. 30, 2023		$ 11,693	$ 250	$ 4,191	12,669,930		(13,119,081)	(433,017)
Balance, shares at Jun. 30, 2023		11,693	2,499,998	41,905,000
Net loss for the period								(13,846,535)
Balance at Dec. 31, 2023		$ 11,693	$ 250	$ 6,782	29,888,878		(26,965,616)	2,941,987
Balance, shares at Dec. 31, 2023		11,693	2,499,998	67,821,632
Balance at Sep. 30, 2023		$ 11,693	$ 250	$ 4,191	14,535,687		(18,177,383)	(3,625,562)
Balance, shares at Sep. 30, 2023		11,693	2,499,998	41,905,000
Fair value of vested incentive stock options					78,374			78,374
Fair value of warrant granted for as part of amended related party demand line of credit					1,555,085			1,555,085
Net loss for the period							(8,788,233)	(8,788,233)
Issuance of common stock upon conversion of debt				$ 2,591	12,955,725			12,958,316
Issuance of common stock upon conversion of debt, shares				25,916,632
Warrant granted for consulting services					764,007			764,007
Balance at Dec. 31, 2023		$ 11,693	$ 250	$ 6,782	29,888,878		(26,965,616)	2,941,987
Balance, shares at Dec. 31, 2023		11,693	2,499,998	67,821,632
Balance at Jun. 30, 2024		$ 11,693		$ 7,199	30,295,318		(43,504,774)	(13,190,564)
Balance, shares at Jun. 30, 2024		11,693		71,994,990
Fair value of vested incentive stock options					48,172			48,172
Net loss for the period							(5,269,382)	(5,269,382)
Change in par value of common stock				64,795	(64,795)
Balance at Sep. 30, 2024		$ 11,693		$ 71,994	30,278,695		(48,774,156)	(18,411,774)
Balance, shares at Sep. 30, 2024		11,693		71,994,990
Balance at Jun. 30, 2024		$ 11,693		$ 7,199	30,295,318		(43,504,774)	(13,190,564)
Balance, shares at Jun. 30, 2024		11,693		71,994,990
Net loss for the period								(11,133,329)
Balance at Dec. 31, 2024		$ 11,693		$ 72,761	30,769,800		(54,638,103)	(23,783,849)
Balance, shares at Dec. 31, 2024		11,693		72,761,658
Balance at Sep. 30, 2024		$ 11,693		$ 71,994	30,278,695		(48,774,156)	(18,411,774)
Balance, shares at Sep. 30, 2024		11,693		71,994,990
Fair value of vested incentive stock options					45,272			45,272
Net loss for the period							(5,863,947)	(5,863,947)
Issuance of common stock for cash, net of offering costs				$ 767	445,833			446,600
Issuance of common stock for cash, net of offering costs, shares				766,668
Balance at Dec. 31, 2024		$ 11,693		$ 72,761	$ 30,769,800		$ (54,638,103)	$ (23,783,849)
Balance, shares at Dec. 31, 2024		11,693		72,761,658

v3.25.0.1

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (5,863,947)	$ (8,788,233)	$ (11,133,329)	$ (13,846,535)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash compensation				764,007
Depreciation and amortization	482,292	438,593	954,515	871,020
Incentive stock option expense			93,444	191,094
Discount on related party note payable				323,345
Impairment of developed technology and tradename	5,909,318		5,909,318
Loss on extinguishment of debt		798,873		798,873
(Gain) loss on change in fair value of derivative	(3,679,000)	721,819	(2,027,000)	392,584
Changes in operating assets and liabilities:
Prepaid expenses and other current assets			215,473	571,646
Players balances			(106,725)	1,236,475
Net cash used in operating activities			(4,814,929)	(5,980,248)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for capitalized software			(238,549)	(225,821)
Net cash used in investing activities			(238,549)	(225,821)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock, net of issuance costs			446,601
Proceeds from line of credit, related party			4,875,000	5,501,925
Proceeds from convertible notes				850,000
Net cash provided by financing activities			4,835,873	6,125,478
NET CHANGE IN CASH			(217,605)	(80,591)
CASH AT BEGINNING OF PERIOD			449,763	355,396
CASH AT END OF PERIOD	232,158	274,805	232,158	274,805
DISCLOSURE OF CASH AND CASH RESERVERD FOR USERS:
CASH	73,580	29,399	73,580	29,399
CASH RESERVED FOR USERS	$ 158,578	$ 245,406	158,578	245,406
SUPPLEMENTAL INFORMATION:
Interest paid			340,085	34,000
NON-CASH FINANCING AND INVESTING ACTIVITIES:
Common stock issued upon conversion of debt				10,366,653
Derivative and warrants issued upon conversion of debt				1,404,771
Insurance financing			96,172
Payoff of related party note payable with related party line of credit				1,760,000
Common stock and warrants issued for offering costs			94,348
Related Party [Member]
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt issuance costs – related party			1,156,394	1,955,831
Changes in operating assets and liabilities:
Accounts payable and accrued expenses			454,997	239,466
Nonrelated Party [Member]
Changes in operating assets and liabilities:
Accounts payable and accrued expenses			(332,016)	521,946
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of note payable, current			$ (485,728)	$ (226,447)

v3.25.0.1

OVERVIEW AND ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
OVERVIEW AND ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 – OVERVIEW AND ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Overview and 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 primary 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. On December 10, 2024, the Company entered into a Casino and Sportsbook Online Operations Agreement with a license holder in West Virginia. This agreement grants the Company to 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. See Note 11.   Basis of 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.     Operating results for the three and six month period ended December 31, 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.   Principals of 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.   Segment Reporting   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.   Use of 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.     Going Concern   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 $54,638,103 as of December 31, 2024. The Company had a net loss from operations of $11,133,329 and negative cash flows of $4,814,929 from operations for the six months ended December 31, 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.   Cash and 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 December 31, 2024, the Company’s cash balance did not exceed the FDIC limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts.   Cash Reserved 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 December 31, 2024 and June 30, 2024, approximately $159,000 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 to 5 years     Intangible assets 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 and fully impaired on December 31, 2024. See Note 3.   Developed Technology   Developed technology primarily relates to the design and development of sports betting software for online sportsbook.   Internally Developed 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.   Gaming licenses   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. See Note 3.     Impairment of 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 recorded impairment charges of $5,909,318 during the three months ended December 31, 2024 related to developed technology, internally developed software, website development costs and trademarks. See Note 3.   Lease Commitments   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 expired on February 1, 2025 and was continued on a month-to-month basis. The prior lease and the new agreement call for monthly lease payments of $1,600.   Total rental expense for the three months ended December 31, 2024 and 2023 was $12,886 and $23,036, respectively. Total rental expense for the six months ended December 31, 2024 and 2023 was $39,105 and $44,688, 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.   Fair Value 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.   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 six months ended December 31, 2024, or 2023.  SCHEDULE OF DERIVATIVE LIABILITIES Description   Total fair value at December 31, 2024     Quoted prices in Active markets (level 1)     Significant other observable inputs (level 2)     Significant unobservable inputs (level 3)   Derivative liability (1)   $ 9,246,000     $         -     $     -     $ 9,246,000     Description   Total fair value at June 30, 2024     Quoted prices in Active markets (level 1)     Quoted prices in Active markets (level 2)     Quoted prices in Active markets (level 3)   Derivative liability (1)   $ 11,273,000     $ -     $ -     $ 11,273,000     (1) The 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.   Derivative Liabilities   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 December 31, 2024, and June 30, 2024, the Company had a derivative liability of $9,246,000 and $11,273,000, respectively.   Players Balances   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 December 31, 2024, the Company had sufficient coverage for these liabilities as per the requirements of the state of Tennessee.   Revenue Recognition   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 the contract, or contracts, with the customer;   ● Identify the performance obligations in the contract;   ● Determine the transaction price;   ● Allocate the transaction price to performance obligations in the contract; and   ● Recognize 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.   Cost of 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.   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.   Sales and 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 December 31, 2024 and 2023, advertising costs calculated in accordance with U.S. GAAP were $394,117 and $1,911,180, respectively. During the six months ended December 31, 2024 and 2023, advertising costs calculated in accordance with U.S. GAAP were $509,463 and $3,127,249, respectively.     General and 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.   Income Taxes   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 December 31, 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 December 31, 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 December 31, 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 the six months ended December 31, 2024     For the year ended June 30, 2024   Stock Options     4,150,000       4,250,000   Series B Preferred Shares     1,169,300       1,169,300   Warrants     10,050,000       10,000,000   Shares issuable upon conversion of convertible notes     1,416,667       2,125,000   Shares issuable upon conversion of line of credit     22,257,498       26,551,338   Total potentially dilutive shares     39,043,465       44,095,638       Recent Accounting 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 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.   In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU No. 2023-07 requires all annual disclosures currently required by Topic 280 to be included in interim financial statements and requires disclosure of significant segment expenses regularly provided to the chief operating decision maker (“CODM”), a description of other segment items by reportable segment, and applicable additional measures of segment profit or loss used by the CODM when allocating resources and assessing business performance. The ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. We do not expect the adoption of ASU No. 2023-07 to have a material impact on our consolidated financial statements.   In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses,” which requires additional disclosure of the nature of expenses included in the income statement in response to requests from investors for more information about an entity’s expenses. The new standard requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. The new guidance is effective for annual periods beginning after December 15, 2027. The Company is currently evaluating the impact of the new standard on the Company’s consolidated financial statements and related disclosures and does not believe it will have a material impact on its consolidated financial statements or its disclosures.   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.

v3.25.0.1

EQUIPMENT	6 Months Ended
	Dec. 31, 2024
Property, Plant and Equipment [Abstract]
EQUIPMENT	NOTE 2 - EQUIPMENT   The Company’s equipment consisted of the following as of:  SCHEDULE OF EQUIPMENT     December 31, 2024     June 30, 2024   Equipment   $ 4,980     $ 4,980   Total     4,980       4,980   Less: accumulated depreciation     3,657       2,827   Equipment, net   $ 1,323     $ 2,153     Depreciation expense of equipment during the three months ended December 31, 2024, and 2023 was $415 and $415, respectively. Depreciation expense of equipment during the six months ended December 31, 2024, and 2023 was $830 and $830, respectively.

v3.25.0.1

LONG LIVED AND OTHER INTANGIBLE ASSETS	6 Months Ended
	Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
LONG LIVED AND OTHER INTANGIBLE ASSETS	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     December 31, 2024     June 30, 2024   Developed technology   $ 8,210,510     $ 7,971,965   Tradenames and trademarks     539,099       539,099   Gaming licenses     135,837       135,837   Total     8,885,446       8,646,901   Less: accumulated amortization     (2,840,291 )     (1,886,606 ) Less: impairment     (5,909,318 )     -   Net carrying value   $ 135,837     $ 6,760,295     Amortization expense of business intellectual property for three months ended December 31, 2024, and 2023, was $454,923 and $411,224, respectively. Amortization expense of tradenames for the three months ended December 31, 2024, and 2023, was $26,955 and $26,955, respectively. Amortization expense of business intellectual property for six months ended December 31, 2024, and 2023, was $899,756 and $816,280, respectively. Amortization expense of tradenames for the six months ended December 31, 2024, and 2023, was $53,910 and $53,910, respectively. Amortization expense is included in the statement of operations.   During the three months ended December 31, 2024 the Company entered into an agreement with a sports betting services provider. See Note 11. As per the terms of the agreement, the Company will integrate our new VIP Play application into the sportsbook as provided by the new provider. The Company expects to launch the new application at the end of March 2025. As of December 31, 2024, the Company has ceased development of the ZenSports technology. As per ASC 360-10, Impairment or Disposal of Long-Lived Assets, these events triggered an impairment test of our finite lived asset as listed below and the carrying amount was deemed to be unrecoverable. An impairment loss of $5,909,318 was recorded at December 31, 2024.   As of December 31, 2024, intangible assets consisted of the following, net of impairment:  SCHEDULE OF INTANGIBLE ASSETS     Estimated Useful Life   Remaining Weighted Average Useful Life     Gross Carrying Amount, Net of Impairment     Accumulated Amortization     Net Carrying Amount   Indefinite lived intangible assets:                                     Gaming license   Indefinite                 $ 135,837     $              -     $ 135,837   Total indefinite lived intangible assets:               $ 135,837     $ -     $ 135,837

v3.25.0.1

PLAYERS BALANCES	6 Months Ended
	Dec. 31, 2024
PLAYERS BALANCES	NOTE 4 - PLAYERS BALANCES   The players balances were comprised of players betting deposits and contestant prize winnings for promotional events. Players balances were $207,032 and $313,758 as of December 31, 2024 and June 30, 2024, respectively.

v3.25.0.1

CONVERTIBLE DEBT	6 Months Ended
	Dec. 31, 2024
Debt Disclosure [Abstract]
CONVERTIBLE DEBT	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 volatility     Risk-free interest rate     Expected dividend yield     Expected 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.

v3.25.0.1

NOTES PAYABLE AND NOTES PAYABLE - RELATED PARTY	6 Months Ended
	Dec. 31, 2024
Debt Disclosure [Abstract]
NOTES PAYABLE AND NOTES PAYABLE - RELATED PARTY	NOTE 6 – NOTES PAYABLE AND NOTES PAYABLE - RELATED PARTY   As of December 31, 2024, and June 30, 2024, a principal amount of $30,000 and $30,000, and accrued interest of $11,996 and $10,496, respectively, is owed to Eagle Investment Group, LLC, a company controlled by Bruce Cassidy, as per a promissory noted entered into on December 17, 2021. The interest expense for the three months ended December 31, 2024 and 2023 was $750 and $750, respectively. The interest expense for the six months ended December 31, 2024 and 2023 was $1,500 and $1,500, 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 December 31, 2024, is $829,757, with $654,084 being classified as Note Payable- Current on the balance sheet, and accrued interest is $100,190. The interest expense for the three months ended December 31, 2024 and 2023 is $26,385 and $21,969 respectively. The interest expense for the six months ended December 31, 2024 and 2023 is $57,005 and $43,665 respectively.   On May 5, 2023, the Company entered into a Promissory Note with Excel Family Partners, LLLP, a company controlled by Bruce Cassidy (our Chief Executive Officer and 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.     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 volatility     Risk-free interest rate     Expected dividend yield     Expected 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 $95,617 and $257,612 as of December 31, 2024 and June 30, 2024, respectively, and is included as part of Notes Payable – Current in the balance sheet.   On November 6, 2024, the Company entered into a short term note payable with a premium finance company to fund their excess and surplus insurance. The total premiums, taxes and fees financed was $81,262 at an annual percentage rate of 9.65%. After a down payment of $14,540 was made upon execution of the Note, ten monthly payments remained in the amount of $8,490 each. The balance of this Note was $73,425 and $0 as of December 31, 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 December 31, 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 December 31,   Amount   2025   $ 853,126   2026     175,673   2027     -   2028     -   2029     -   Thereafter     -   Total   $ 1,028,799

v3.25.0.1

LINE OF CREDIT - RELATED PARTY	6 Months Ended
	Dec. 31, 2024
Line Of Credit - Related Party
LINE OF CREDIT - RELATED PARTY	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 Chief Executive Officer and 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.   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 volatility     Risk-free interest rate     Expected dividend yield     Expected 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 volatility     Risk-free interest rate     Expected dividend yield     Expected life (in years) At February 24, 2023     111.60 %     4.20 %     0 %   2   The amended non-revolving line of credit was exchanged and modified on substantially different terms from the non-revolving line of credit demand note it replaced and as such is treated as a debt modification. The Company incurred debt issuance costs of $7,624,859, which is the sum of the fair value of the conversion feature in the note, and the fair value of the warrant. This total amount was included in the debt issuance costs on the accompanying balance sheet, net of amortization, for the 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.   The following are the significant assumptions used in the Black-Scholes model for the warrants:  SCHEDULE OF FAIR VALUE OF DERIVATIVES     Expected volatility     Risk-free interest rate     Expected dividend yield     Expected life (in years) At July 18, 2023     83.4 %     4.62 %     0 %   4.8   At the date of the third amendment, the remaining unamortized debt issuance costs were $5,393,193. These costs were added to the fair value of the warrants granted as part of the amendment to increase the total debt issuance costs to $5,785,727. As per the terms of the amendment, these total costs will now be amortized over a period of twenty two months.   On September 14, 2023, the Company entered into a Fourth Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note with Excel Family Partners, LLLP, a Florida limited liability limited partnership (“Excel”) in the principal amount of not more than $10,000,000. The Note amends and restates that certain Third Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note between us and Excel entered into on July 18, 2023 in the principal amount of not more than $5,000,000 (the “Former Note”). Excel is controlled by Mr. Bruce Cassidy, our Secretary and sole member of our board of directors (the “Board”). The Note does not constitute a committed line of credit. Loans under the Note are made by Excel in its sole and absolute discretion. Upon repayment of any amount of principal or interest under the Note, we may not reborrow under the Note. In connection with entering into the Note payable agreement, the Company issued Excel a Common Stock Warrant to purchase 3,400,000 shares of our common stock at an exercise price of $0.25 per share (the “Warrant”). The Warrant may be exercised, in whole or in part, at any time through September 13, 2028, on either a cash or cashless basis. The Note includes a conversion option that Excel may at its sole option, convert all or any portion of the debt into fully paid and non-assessable shares of the Company’s common stock at a conversion price in an amount equal to the product of the lowest recent price multiplied by 80%. The lowest price is defined, as of each applicable conversion rate, the lowest price per share that Company has sold one or more Shares to an investor or lender within the 24-month period prior to the applicable conversion date; provided, however, that if no Shares were sold within such 24-month period, the lowest recent price will be $0.50 per Share.     The following are the significant assumptions used in the Black-Scholes model for the warrants:       Expected volatility     Risk-free interest rate     Expected dividend yield     Expected life (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.   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 volatility     Risk-free interest rate     Expected dividend yield     Expected life (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.   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.   During the three and six months ended December 31, 2024, the Company borrowed $2,150,000 and $4,875,000 under the new Discretionary Non-Revolving Line of Credit Demand Note with Excel Family Partners, LLP, respectively.   As of December 31, 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 $8,435,000 was outstanding on the new Discretionary Non-Revolving Line of Credit Demand Note with Excel Family Partners, LLLP   At December 31, 2024, the remaining unamortized debt issuance costs were $173,779. Amortization of $1,156,394 and $1,955,831 was included in interest expense, respectively during the six months ended December 31, 2024 and 2023.   As of December 31, 2024 and June 30, 2024, the aggregate outstanding principal balance of all loans under the Note was $12,545,000 and $7,670,000, respectively and accrued interest was $809,499 and $356,002.

v3.25.0.1

DERIVATIVE LIABILITIES	6 Months Ended
	Dec. 31, 2024
Derivative Liabilities
DERIVATIVE LIABILITIES	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 six months ended December 31, 2024:  SCHEDULE OF FAIR VALUE OF FINANCIAL LIABILITIES Balance at June 30, 2024   $ 11,273,000   Change in the fair value of the embedded conversion option     (2,027,000 ) Balance at December 31, 2024   $ 9,246,000     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 volatility     Risk-free interest rate     Expected dividend yield     Expected life (in years) At June 30, 2024     57.5-68.5 %     4.66-5.03 %     0 %   1.17-2.25 At December 31, 2024     57.3-66.0 %     4.21-4.37 %     0 %   .25-1.75

v3.25.0.1

STOCKHOLDERS’ DEFICIT	6 Months Ended
	Dec. 31, 2024
Equity [Abstract]
STOCKHOLDERS’ DEFICIT	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.     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 six months ended December 31, 2024 and 2023, there were no issuances of Series A Convertible Preferred Stock and at December 31, 2024 and June 30, 2024, no shares were outstanding.   Series B Convertible Preferred Stock During the six months ended December 31, 2024 and 2023, there were no issuances of Series B Convertible Preferred Stock and at December 31, 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 of December 31, 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 7. 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.   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.     On November 6, 2024 the Company sold 666,668 shares of common stock to two unrelated parties for cash proceeds of $500,000 as part of a private offering. The Company also issued 100,000 shares of common stock, 50,000 warrants and accrued $53,399 as compensation to a placement agent in connection with the offering. The warrants were valued using the Black Scholes model and had a fair value of $19,348. The following are the significant assumptions used in the Black-Scholes model for the warrants:  SCHEDULE OF FAIR VALUE OF DERIVATIVES     Expected volatility     Risk-free interest rate     Expected dividend yield     Expected life (in years) At November 6, 2024     61.5 %     4.27 %     0 %   5   The common stock and warrants were fully expensed during the six months ended December 31, 2024 and netted against the value of the common stock as offering costs.

v3.25.0.1

STOCK OPTIONS	6 Months Ended
	Dec. 31, 2024
Retirement Benefits [Abstract]
STOCK OPTIONS	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 six months ended December 31, 2024:  SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS     Number of Shares Underlying Outstanding Options     Weighted Average Remaining Contractual Life     Weighted Average Exercise Price     Intrinsic Value   Options outstanding as of June 30, 2024     2,075,000       7.65 years     $ 0.50     $ 518,750   Options exercisable as of June 30, 2024     1,517,361       7.65 years     $ 0.50     $ 379,340   Granted     -       -       -       -   Exercised     -       -       -       -   Forfeited or expired     -       -       -     $ -   Options outstanding as of December 31, 2024     2,075,000       7.15 years     $ 0.50     $ 518,750   Options exercisable as of December 31, 2024     1,770,833       7.15 years     $ 0.50     $ 442,708     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.   As of December 31, 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.

v3.25.0.1

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	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 December 31, 2024.   On November 1, 2024 (and then amended on January 8, 2025), the Company entered into an agreement with a sports betting services provider. Pursuant to the terms of the Agreement, the provider has agreed to provide certain services to the Company to use through their software platform over which gaming and betting transactions with their customers are conducted, including back-office software, player account management software, geo-location software and/or services, e-wallet software and/or services, websites and mobile applications, any underlying operating software, mobile platforms, or other means of remote communication. The Services are to be provided on a non-transferable, non-sub-licensable and non-exclusive basis for a term of five years after the first live launch in respect of the business to consumer sports betting activities that we intend to carry out in certain states, countries or territories. The terms of the agreement call for two lump sum payments, as well as ongoing business fees calculated as a percentage of net gaming revenue that will vary based upon yearly gross gaming revenues commencing with the first live launch.   On December 10, 2024, the Company entered into a Casino and Sportsbook Online Operations Agreement dated as of December 9, 2024 with Wheeling Island Gaming, Inc., a Delaware corporation, that is the duly licensed owner and operator of the casino commonly referred to as Wheeling Island Hotel Casino Racetrack located near Wheeling, West Virginia.   The operator is the holder of a license from the West Virginia Lottery Commission which permits Operator to operate, manage, administer, and make available online gaming services in West Virginia. Operator does not directly operate online gaming services in West Virginia, such as sports wagering and interactive wagering. Pursuant to the terms and conditions of the Agreement, Operator has granted the Company 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. Interactive gaming services covered by the Agreement include online poker games, online casino games and online sports wagering.   The initial term of the Agreement is for ten years from the date on which the Company’s online gaming services are approved for users to play in accordance with West Virginia gaming laws. Provided that there is not a material breach then continuing by the Company under the Agreement beyond any applicable notice and cure period, and the Agreement has not otherwise been terminated in accordance with its terms, the Company has the right to renew the Agreement.   The terms of the Agreement call for a non-refundable fee to be paid in two equal installments, one within 30 business days from the Signing Date and the second within 90 business days from the Signing Date. The Agreement also requires the Company to pay Operator a percentage of their annual net gaming revenue from the Services, minus a minimum annual revenue guarantee payment to be paid in equal quarterly installments.     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.

v3.25.0.1

RELATED PARTY TRANSACTIONS	6 Months Ended
	Dec. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 12 - RELATED PARTY TRANSACTIONS   Transactions with 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.   Transactions with 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 Chief Executive Officer and 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.   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. During the six months ended December 31, 2024, the company borrowed an additional $4,875,000 under this Note.

v3.25.0.1

SUBSEQUENT EVENTS	6 Months Ended
	Dec. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 13 - SUBSEQUENT EVENTS   In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2024, to the date these financial statements were issued, and as of February 10, 2025, 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 February 10, 2025, the Company borrowed an additional $1,525,000 under the new Discretionary Non-Revolving Line of Credit Demand Note with Excel Family Partners, LLP.   On February 5, 2025, the Company issued 71,199 shares of common stock for placement agent fees related to the November 6th private offering in lieu of cash compensation, which was accrued on December 31, 2024 as discussed in Footnote 9.   On February 7, 2025, the Company entered into a Player Account Management Services Agreement for a term of four years to enhance its online gaming platform offerings. The terms of the agreement call for a combination of upfront fees as well as monthly platform fees that will vary based upon monthly net gaming revenues.

v3.25.0.1

OVERVIEW AND ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of 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.     Operating results for the three and six month period ended December 31, 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.
Principals of Consolidation	Principals of 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.
Segment Reporting	Segment Reporting   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.
Use of Estimates	Use of 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.
Going Concern	Going Concern   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 $54,638,103 as of December 31, 2024. The Company had a net loss from operations of $11,133,329 and negative cash flows of $4,814,929 from operations for the six months ended December 31, 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.
Cash and Equivalents	Cash and 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 December 31, 2024, the Company’s cash balance did not exceed the FDIC limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts.
Cash Reserved for Users	Cash Reserved 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 December 31, 2024 and June 30, 2024, approximately $159,000 and $228,000 was reserved for users.
Equipment	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 to 5 years
Intangible assets include developed technology, internally developed software and website development costs, gaming license, and trademarks	Intangible assets 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 and fully impaired on December 31, 2024. See Note 3.
Developed Technology	Developed Technology   Developed technology primarily relates to the design and development of sports betting software for online sportsbook.
Internally Developed Software	Internally Developed 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.
Gaming licenses	Gaming licenses   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   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. See Note 3.
Impairment of Long-Lived Assets	Impairment of 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 recorded impairment charges of $5,909,318 during the three months ended December 31, 2024 related to developed technology, internally developed software, website development costs and trademarks. See Note 3.
Lease Commitments	Lease Commitments   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 expired on February 1, 2025 and was continued on a month-to-month basis. The prior lease and the new agreement call for monthly lease payments of $1,600.   Total rental expense for the three months ended December 31, 2024 and 2023 was $12,886 and $23,036, respectively. Total rental expense for the six months ended December 31, 2024 and 2023 was $39,105 and $44,688, 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.
Fair Value of Financial Instruments	Fair Value 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.   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 six months ended December 31, 2024, or 2023.  SCHEDULE OF DERIVATIVE LIABILITIES Description   Total fair value at December 31, 2024     Quoted prices in Active markets (level 1)     Significant other observable inputs (level 2)     Significant unobservable inputs (level 3)   Derivative liability (1)   $ 9,246,000     $         -     $     -     $ 9,246,000     Description   Total fair value at June 30, 2024     Quoted prices in Active markets (level 1)     Quoted prices in Active markets (level 2)     Quoted prices in Active markets (level 3)   Derivative liability (1)   $ 11,273,000     $ -     $ -     $ 11,273,000     (1) The 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.
Derivative Liabilities	Derivative Liabilities   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 December 31, 2024, and June 30, 2024, the Company had a derivative liability of $9,246,000 and $11,273,000, respectively.
Players Balances	Players Balances   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 December 31, 2024, the Company had sufficient coverage for these liabilities as per the requirements of the state of Tennessee.
Revenue Recognition	Revenue Recognition   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 the contract, or contracts, with the customer;   ● Identify the performance obligations in the contract;   ● Determine the transaction price;   ● Allocate the transaction price to performance obligations in the contract; and   ● Recognize 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.
Cost of Revenue	Cost of 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.
Stock-based Compensation	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.
Sales and Marketing	Sales and 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 December 31, 2024 and 2023, advertising costs calculated in accordance with U.S. GAAP were $394,117 and $1,911,180, respectively. During the six months ended December 31, 2024 and 2023, advertising costs calculated in accordance with U.S. GAAP were $509,463 and $3,127,249, respectively.
General and Administrative	General and 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.
Income Taxes	Income Taxes   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 December 31, 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 December 31, 2024 and June 30, 2024, we had no unrecognized tax benefits.
Earnings (loss) per Share	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 December 31, 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 the six months ended December 31, 2024     For the year ended June 30, 2024   Stock Options     4,150,000       4,250,000   Series B Preferred Shares     1,169,300       1,169,300   Warrants     10,050,000       10,000,000   Shares issuable upon conversion of convertible notes     1,416,667       2,125,000   Shares issuable upon conversion of line of credit     22,257,498       26,551,338   Total potentially dilutive shares     39,043,465       44,095,638
Recent Accounting Pronouncements	Recent Accounting 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 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.   In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU No. 2023-07 requires all annual disclosures currently required by Topic 280 to be included in interim financial statements and requires disclosure of significant segment expenses regularly provided to the chief operating decision maker (“CODM”), a description of other segment items by reportable segment, and applicable additional measures of segment profit or loss used by the CODM when allocating resources and assessing business performance. The ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. We do not expect the adoption of ASU No. 2023-07 to have a material impact on our consolidated financial statements.   In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses,” which requires additional disclosure of the nature of expenses included in the income statement in response to requests from investors for more information about an entity’s expenses. The new standard requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. The new guidance is effective for annual periods beginning after December 15, 2027. The Company is currently evaluating the impact of the new standard on the Company’s consolidated financial statements and related disclosures and does not believe it will have a material impact on its consolidated financial statements or its disclosures.   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.

v3.25.0.1

OVERVIEW AND ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
SCHEDULE OF EQUIPMENT ESTIMATED USEFUL LIVES	SCHEDULE OF EQUIPMENT ESTIMATED USEFUL LIVES Equipment   3 to 5 years
SCHEDULE OF DERIVATIVE LIABILITIES	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 six months ended December 31, 2024, or 2023.  SCHEDULE OF DERIVATIVE LIABILITIES Description   Total fair value at December 31, 2024     Quoted prices in Active markets (level 1)     Significant other observable inputs (level 2)     Significant unobservable inputs (level 3)   Derivative liability (1)   $ 9,246,000     $         -     $     -     $ 9,246,000     Description   Total fair value at June 30, 2024     Quoted prices in Active markets (level 1)     Quoted prices in Active markets (level 2)     Quoted prices in Active markets (level 3)   Derivative liability (1)   $ 11,273,000     $ -     $ -     $ 11,273,000     (1) The Company has estimated the fair value of these derivatives using the Monte-Carlo model.
SCHEDULE OF EARNINGS (LOSS) PER SHARE ANTI-DILUTIVE	SCHEDULE OF EARNINGS (LOSS) PER SHARE ANTI-DILUTIVE     For the six months ended December 31, 2024     For the year ended June 30, 2024   Stock Options     4,150,000       4,250,000   Series B Preferred Shares     1,169,300       1,169,300   Warrants     10,050,000       10,000,000   Shares issuable upon conversion of convertible notes     1,416,667       2,125,000   Shares issuable upon conversion of line of credit     22,257,498       26,551,338   Total potentially dilutive shares     39,043,465       44,095,638

v3.25.0.1

EQUIPMENT (Tables)	6 Months Ended
	Dec. 31, 2024
Property, Plant and Equipment [Abstract]
SCHEDULE OF EQUIPMENT	The Company’s equipment consisted of the following as of:  SCHEDULE OF EQUIPMENT     December 31, 2024     June 30, 2024   Equipment   $ 4,980     $ 4,980   Total     4,980       4,980   Less: accumulated depreciation     3,657       2,827   Equipment, net   $ 1,323     $ 2,153

v3.25.0.1

LONG LIVED AND OTHER INTANGIBLE ASSETS (Tables)	6 Months Ended
	Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF 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     December 31, 2024     June 30, 2024   Developed technology   $ 8,210,510     $ 7,971,965   Tradenames and trademarks     539,099       539,099   Gaming licenses     135,837       135,837   Total     8,885,446       8,646,901   Less: accumulated amortization     (2,840,291 )     (1,886,606 ) Less: impairment     (5,909,318 )     -   Net carrying value   $ 135,837     $ 6,760,295
SCHEDULE OF INTANGIBLE ASSETS	As of December 31, 2024, intangible assets consisted of the following, net of impairment:  SCHEDULE OF INTANGIBLE ASSETS     Estimated Useful Life   Remaining Weighted Average Useful Life     Gross Carrying Amount, Net of Impairment     Accumulated Amortization     Net Carrying Amount   Indefinite lived intangible assets:                                     Gaming license   Indefinite                 $ 135,837     $              -     $ 135,837   Total indefinite lived intangible assets:               $ 135,837     $ -     $ 135,837

v3.25.0.1

CONVERTIBLE DEBT (Tables)	6 Months Ended
	Dec. 31, 2024
Debt Disclosure [Abstract]
SCHEDULE OF SIGNIFICANT ASSUMPTIONS CONVERTIBLE DEBT	The following are the significant assumptions used in the Monte-Carlo model. See Note 8.  SCHEDULE OF SIGNIFICANT ASSUMPTIONS CONVERTIBLE DEBT     Expected volatility     Risk-free interest rate     Expected dividend yield     Expected life (in years) At September 1, 2023     68.2 %     4.87 %     0 %   2.00

v3.25.0.1

NOTES PAYABLE AND NOTES PAYABLE - RELATED PARTY (Tables)	6 Months Ended
	Dec. 31, 2024
Credit Derivatives [Line Items]
SCHEDULE OF FUTURE MATURITIES IF NOTES PAYABLE AND NOTES PAYABLE RELATED PARTY	The following represents the future aggregate maturities of the notes payable and notes payable-related party as of December 31, 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 December 31,   Amount   2025   $ 853,126   2026     175,673   2027     -   2028     -   2029     -   Thereafter     -   Total   $ 1,028,799
Black Scholes Model [Member]
Credit Derivatives [Line Items]
SCHEDULE OF SIGNIFICANT ASSUMPTIONS BLACK-SCHOLES MODEL	The following are the significant assumptions used in the Black-Scholes model:  SCHEDULE OF FAIR VALUE OF DERIVATIVES     Expected volatility     Risk-free interest rate     Expected dividend yield     Expected life (in years) At February 24, 2023     111.60 %     4.20 %     0 %   2
Black Scholes Model [Member] | Warrant [Member]
Credit Derivatives [Line Items]
SCHEDULE OF SIGNIFICANT ASSUMPTIONS BLACK-SCHOLES MODEL	The following are the significant assumptions used in the Black-Scholes model:  SCHEDULE OF SIGNIFICANT ASSUMPTIONS BLACK-SCHOLES MODEL     Expected volatility     Risk-free interest rate     Expected dividend yield     Expected life (in years) At May 5, 2023     111.60 %     4.20 %     0 %   5

v3.25.0.1

LINE OF CREDIT - RELATED PARTY (Tables)	6 Months Ended
	Dec. 31, 2024
Monte Carlo Pricing Model [Member]
Credit Derivatives [Line Items]
SCHEDULE OF FAIR VALUE OF DERIVATIVES	The following are the significant assumptions used in the Monte-Carlo model.  SCHEDULE OF FAIR VALUE OF DERIVATIVES     Expected volatility     Risk-free interest rate     Expected dividend yield     Expected life (in years) At February 24, 2023     108.5 %     4.84 %     0 %   1.77
Black Scholes Model [Member]
Credit Derivatives [Line Items]
SCHEDULE OF FAIR VALUE OF DERIVATIVES	The following are the significant assumptions used in the Black-Scholes model:  SCHEDULE OF FAIR VALUE OF DERIVATIVES     Expected volatility     Risk-free interest rate     Expected dividend yield     Expected life (in years) At February 24, 2023     111.60 %     4.20 %     0 %   2
Black Scholes Model Warrants [Member]
Credit Derivatives [Line Items]
SCHEDULE OF FAIR VALUE OF DERIVATIVES	The following are the significant assumptions used in the Black-Scholes model for the warrants:  SCHEDULE OF FAIR VALUE OF DERIVATIVES     Expected volatility     Risk-free interest rate     Expected dividend yield     Expected life (in years) At July 18, 2023     83.4 %     4.62 %     0 %   4.8   The following are the significant assumptions used in the Black-Scholes model for the warrants:       Expected volatility     Risk-free interest rate     Expected dividend yield     Expected life (in years) At September 13, 2023     86.5 %     4.60 %     0 %   4.95    The following are the significant assumptions used in the Black-Scholes model for the warrants:       Expected volatility     Risk-free interest rate     Expected dividend yield     Expected life (in years) At December 27, 2023     153.5 %     3.83 %     0 %   4.71

v3.25.0.1

DERIVATIVE LIABILITIES (Tables)	6 Months Ended
	Dec. 31, 2024
Derivative Liabilities
SCHEDULE OF FAIR VALUE OF FINANCIAL LIABILITIES	The table below sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities for the six months ended December 31, 2024:  SCHEDULE OF FAIR VALUE OF FINANCIAL LIABILITIES Balance at June 30, 2024   $ 11,273,000   Change in the fair value of the embedded conversion option     (2,027,000 ) Balance at December 31, 2024   $ 9,246,000
SCHEDULE OF FAIR VALUE MEASUREMENT	SCHEDULE OF FAIR VALUE MEASUREMENT     Expected volatility     Risk-free interest rate     Expected dividend yield     Expected life (in years) At June 30, 2024     57.5-68.5 %     4.66-5.03 %     0 %   1.17-2.25 At December 31, 2024     57.3-66.0 %     4.21-4.37 %     0 %   .25-1.75

v3.25.0.1

STOCKHOLDERS’ DEFICIT (Tables) - Black Scholes Model [Member]	6 Months Ended
	Dec. 31, 2024
Credit Derivatives [Line Items]
SCHEDULE OF FAIR VALUE OF DERIVATIVES	The following are the significant assumptions used in the Black-Scholes model:  SCHEDULE OF FAIR VALUE OF DERIVATIVES     Expected volatility     Risk-free interest rate     Expected dividend yield     Expected life (in years) At February 24, 2023     111.60 %     4.20 %     0 %   2
Placement Agent [Member]
Credit Derivatives [Line Items]
SCHEDULE OF FAIR VALUE OF DERIVATIVES	SCHEDULE OF FAIR VALUE OF DERIVATIVES     Expected volatility     Risk-free interest rate     Expected dividend yield     Expected life (in years) At November 6, 2024     61.5 %     4.27 %     0 %   5

v3.25.0.1

STOCK OPTIONS (Tables)	6 Months Ended
	Dec. 31, 2024
Retirement Benefits [Abstract]
SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS	Below is a table summarizing the changes in stock options outstanding for the six months ended December 31, 2024:  SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS     Number of Shares Underlying Outstanding Options     Weighted Average Remaining Contractual Life     Weighted Average Exercise Price     Intrinsic Value   Options outstanding as of June 30, 2024     2,075,000       7.65 years     $ 0.50     $ 518,750   Options exercisable as of June 30, 2024     1,517,361       7.65 years     $ 0.50     $ 379,340   Granted     -       -       -       -   Exercised     -       -       -       -   Forfeited or expired     -       -       -     $ -   Options outstanding as of December 31, 2024     2,075,000       7.15 years     $ 0.50     $ 518,750   Options exercisable as of December 31, 2024     1,770,833       7.15 years     $ 0.50     $ 442,708

v3.25.0.1

SCHEDULE OF EQUIPMENT ESTIMATED USEFUL LIVES (Details) - Equipment [Member]	Dec. 31, 2024
Minimum [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	5 years

v3.25.0.1

SCHEDULE OF DERIVATIVE LIABILITIES (Details) - USD ($)		Dec. 31, 2024	Jun. 30, 2024
Platform Operator, Crypto Asset [Line Items]
Derivative liability	[1]	$ 9,246,000	$ 11,273,000
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative liability	[1]
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative liability	[1]
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative liability	[1]	$ 9,246,000	$ 11,273,000
[1] The Company has estimated the fair value of these derivatives using the Monte-Carlo model.

v3.25.0.1

SCHEDULE OF EARNINGS (LOSS) PER SHARE ANTI-DILUTIVE (Details) - shares	6 Months Ended	12 Months Ended
	Dec. 31, 2024	Jun. 30, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	39,043,465	44,095,638
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	4,150,000	4,250,000
Series B Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	1,169,300	1,169,300
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	10,050,000	10,000,000
Conversion of Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	1,416,667	2,125,000
Conversion of Line of Credit [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	22,257,498	26,551,338

v3.25.0.1

OVERVIEW AND ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)				1 Months Ended	3 Months Ended				6 Months Ended
		Feb. 04, 2024	Oct. 01, 2023	May 31, 2023	Dec. 31, 2024	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2024	Dec. 31, 2023	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit					$ 54,638,103				$ 54,638,103		$ 43,504,774
Net loss from continuing operations					5,863,947	$ 5,269,382	$ 8,788,233	$ 5,058,302	11,133,329	$ 13,846,535
Negative cash flow from operations									(4,814,929)
Cash FDIC insured amount					0				0
Cash reserved					159,000				159,000		228,000
Capitalize intangible assets									5,000
Impairment charges					5,909,318				5,909,318
Lease expired dated		Feb. 01, 2025	Oct. 31, 2024
Monthly lease payments		$ 1,600	$ 6,500
Rental expense					12,886		23,036		39,105	44,688
Derivative liability	[1]				9,246,000				9,246,000		11,273,000
Reserve in the form of cash				$ 500,000					500,000
Advertising costs					394,117		$ 1,911,180		509,463	$ 3,127,249
Unrecognized tax benefits					$ 0				$ 0		$ 0
[1] The Company has estimated the fair value of these derivatives using the Monte-Carlo model.

v3.25.0.1

SCHEDULE OF EQUIPMENT (Details) - USD ($)	Dec. 31, 2024	Jun. 30, 2024
Property, Plant and Equipment [Line Items]
Total	$ 4,980	$ 4,980
Less: accumulated depreciation	3,657	2,827
Equipment, net	1,323	2,153
Equipment [Member]
Property, Plant and Equipment [Line Items]
Total	$ 4,980	$ 4,980

v3.25.0.1

EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 415	$ 415	$ 830	$ 830

v3.25.0.1

SCHEDULE OF LONG-LIVED AND OTHER INTANGIBLE ASSETS (Details) - USD ($)	Dec. 31, 2024	Jun. 30, 2024
Finite-Lived Intangible Assets [Line Items]
Total	$ 8,885,446	$ 8,646,901
Less: accumulated amortization	(2,840,291)	(1,886,606)
Less: impairment	(5,909,318)
Net carrying value	135,837	6,760,295
Developed Technology Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Total	8,210,510	7,971,965
Trademarks and Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Total	539,099	539,099
License [Member]
Finite-Lived Intangible Assets [Line Items]
Total	$ 135,837	$ 135,837

v3.25.0.1

SCHEDULE OF INTANGIBLE ASSETS (Details)	6 Months Ended
	Dec. 31, 2024 USD ($)
Indefinite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 135,837
Accumulated amortization
Gaming License [Member]
Indefinite-Lived Intangible Assets [Line Items]
Remaining weighted average	Indefinite
Gross carrying amount	$ 135,837
Accumulated amortization

v3.25.0.1

LONG LIVED AND OTHER INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023	Jun. 30, 2024
Finite-Lived Intangible Assets [Line Items]
Impairment loss	$ 5,909,318		$ 5,909,318
Intellectual Property [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense	454,923	$ 411,224	899,756	$ 816,280
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 26,955	$ 26,955	$ 53,910	$ 53,910

v3.25.0.1

PLAYERS BALANCES (Details Narrative) - USD ($)	Dec. 31, 2024	Jun. 30, 2024
Players balances	$ 207,032	$ 313,758

v3.25.0.1

SCHEDULE OF SIGNIFICANT ASSUMPTIONS CONVERTIBLE DEBT (Details) - Monte Carlo Pricing Model [Member]	Sep. 01, 2023	Feb. 24, 2023
Measurement Input, Price Volatility [Member]
Short-Term Debt [Line Items]
Debt measurement input		108.5
Measurement Input, Risk Free Interest Rate [Member]
Short-Term Debt [Line Items]
Debt measurement input		4.84
Measurement Input, Expected Dividend Rate [Member]
Short-Term Debt [Line Items]
Debt measurement input		0
Measurement Input, Expected Term [Member]
Short-Term Debt [Line Items]
Debt measurement input		1.77
Convertible Debt [Member] | Measurement Input, Price Volatility [Member]
Short-Term Debt [Line Items]
Debt measurement input	68.2
Convertible Debt [Member] | Measurement Input, Risk Free Interest Rate [Member]
Short-Term Debt [Line Items]
Debt measurement input	4.87
Convertible Debt [Member] | Measurement Input, Expected Dividend Rate [Member]
Short-Term Debt [Line Items]
Debt measurement input	0
Convertible Debt [Member] | Measurement Input, Expected Term [Member]
Short-Term Debt [Line Items]
Debt measurement input	2.00

v3.25.0.1

CONVERTIBLE DEBT (Details Narrative) - USD ($)	Sep. 01, 2023	Dec. 31, 2024	Aug. 07, 2024	Jun. 30, 2024	Aug. 28, 2023	Aug. 23, 2023	May 05, 2023
Short-Term Debt [Line Items]
Principal amount							$ 1,600,000
Interest rate percentage			12.00%
Common stock, par value		$ 0.001		$ 0.001
Conversion price		$ 0.50
Convertible Note Purchase Agreement [Member]
Short-Term Debt [Line Items]
Principal amount	$ 150,000				$ 500,000	$ 200,000
Convertible debt offering	$ 2,000,000
Interest rate percentage	12.00%
Common stock, par value	$ 0.001
Conversion ratio percentage	80.00%
Conversion price	$ 1.00

v3.25.0.1

SCHEDULE OF SIGNIFICANT ASSUMPTIONS BLACK-SCHOLES MODEL (Details) - Black Scholes Model [Member]	Dec. 27, 2023	Sep. 13, 2023	Jul. 18, 2023	May 05, 2023
Measurement Input, Price Volatility [Member]
Credit Derivatives [Line Items]
Warrant measurement input	153.5	86.5	83.4	111.60
Measurement Input, Risk Free Interest Rate [Member]
Credit Derivatives [Line Items]
Warrant measurement input	3.83	4.60	4.62	4.20
Measurement Input, Expected Dividend Rate [Member]
Credit Derivatives [Line Items]
Warrant measurement input	0	0	0	0
Measurement Input, Expected Term [Member]
Credit Derivatives [Line Items]
Warrant measurement input	4.71	4.95	4.8	5

v3.25.0.1

SCHEDULE OF FUTURE MATURITIES IF NOTES PAYABLE AND NOTES PAYABLE RELATED PARTY (Details) - Notes Payable And Motes Payable Related Party [Member]	Dec. 31, 2024 USD ($)
Short-Term Debt [Line Items]
2025	$ 853,126
2026	175,673
2027
2028
2029
Thereafter
Total	$ 1,028,799

v3.25.0.1

NOTES PAYABLE AND NOTES PAYABLE - RELATED PARTY (Details Narrative) - USD ($)								3 Months Ended		6 Months Ended
	Nov. 06, 2024	May 24, 2024	Apr. 01, 2024	Feb. 27, 2024	May 24, 2023	May 05, 2023	Feb. 27, 2023	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023	Aug. 07, 2024	Jun. 30, 2024	Jun. 28, 2024	Feb. 19, 2024	Sep. 14, 2023
Short-Term Debt [Line Items]
Principal amount						$ 1,600,000
Interest rate per annum												12.00%
Maturity date						Nov. 04, 2023
Funding fee						$ 160,000
Purchase of warrants						1,600,000		4,000,000		4,000,000				1,043,479
Warrant exercise price						$ 0.25		$ 0.25		$ 0.25
Fair value adjustment of warrants						$ 485,017
Short Term Note Payable [Member]
Short-Term Debt [Line Items]
Total premiums, taxes and fees financed		$ 318,557			$ 434,250
Interest rate, stated percentage		9.60%			8.88%
Debt instrument, initial payment		$ 47,784			$ 72,994
Debt instrument, periodic payment		$ 28,382			$ 37,744
Notes payable current								$ 95,617		$ 95,617			$ 257,612
Short Term Note Payable To Fund Insurance [Member]
Short-Term Debt [Line Items]
Total premiums, taxes and fees financed	$ 81,262
Interest rate, stated percentage	9.65%
Debt instrument, initial payment	$ 14,540
Debt instrument, periodic payment	$ 8,490
Notes payable current								73,425		73,425			0
Excel Family Partners LLLP [Member]
Short-Term Debt [Line Items]
Notes payable - related party																$ 1,600,000
Funding fee																$ 160,000
Promissory Note [Member]
Short-Term Debt [Line Items]
Notes payable - related party								30,000		30,000			30,000
Accrued interest payable								11,996		11,996			$ 10,496
Interest expense								750	$ 750	1,500	$ 1,500
Purchase price value							$ 300,000
Interest rate per annum							5.00%
Promissory Note [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Payment of debt							$ 850,000.00
Promissory Note [Member] | Chief Executive Officer [Member]
Short-Term Debt [Line Items]
Notes payable - related party								654,084		654,084
Accrued interest payable								100,190		100,190
Principal amount							$ 1,700,000
Short term debt outstanding								829,757		829,757
Interest expense								$ 26,385	$ 21,969	$ 57,005	$ 43,665
Promissory Note [Member] | John Linss [Member]
Short-Term Debt [Line Items]
Principal amount															$ 1,700,000
Repayments of debt			$ 59,665	$ 425,000

v3.25.0.1

SCHEDULE OF FAIR VALUE OF DERIVATIVES (Details)	Nov. 06, 2024	Dec. 27, 2023	Sep. 13, 2023	Jul. 18, 2023	May 05, 2023	Feb. 24, 2023
Monte Carlo Pricing Model [Member] | Measurement Input, Price Volatility [Member]
Credit Derivatives [Line Items]
Debt measurement input						108.5
Monte Carlo Pricing Model [Member] | Measurement Input, Risk Free Interest Rate [Member]
Credit Derivatives [Line Items]
Debt measurement input						4.84
Monte Carlo Pricing Model [Member] | Measurement Input, Expected Dividend Rate [Member]
Credit Derivatives [Line Items]
Debt measurement input						0
Monte Carlo Pricing Model [Member] | Measurement Input, Expected Term [Member]
Credit Derivatives [Line Items]
Debt measurement input						1.77
Black Scholes Model [Member] | Measurement Input, Price Volatility [Member]
Credit Derivatives [Line Items]
Debt measurement input						111.60
Warrant measurement input		153.5	86.5	83.4	111.60
Black Scholes Model [Member] | Measurement Input, Price Volatility [Member] | Placement Agent [Member]
Credit Derivatives [Line Items]
Warrant measurement input	61.5
Black Scholes Model [Member] | Measurement Input, Risk Free Interest Rate [Member]
Credit Derivatives [Line Items]
Debt measurement input						4.20
Warrant measurement input		3.83	4.60	4.62	4.20
Black Scholes Model [Member] | Measurement Input, Risk Free Interest Rate [Member] | Placement Agent [Member]
Credit Derivatives [Line Items]
Warrant measurement input	4.27
Black Scholes Model [Member] | Measurement Input, Expected Dividend Rate [Member]
Credit Derivatives [Line Items]
Debt measurement input						0
Warrant measurement input		0	0	0	0
Black Scholes Model [Member] | Measurement Input, Expected Dividend Rate [Member] | Placement Agent [Member]
Credit Derivatives [Line Items]
Warrant measurement input	0
Black Scholes Model [Member] | Measurement Input, Expected Term [Member]
Credit Derivatives [Line Items]
Debt measurement input						2
Warrant measurement input		4.71	4.95	4.8	5
Black Scholes Model [Member] | Measurement Input, Expected Term [Member] | Placement Agent [Member]
Credit Derivatives [Line Items]
Warrant measurement input	5

v3.25.0.1

LINE OF CREDIT - RELATED PARTY (Details Narrative)										3 Months Ended	6 Months Ended		12 Months Ended
	Dec. 29, 2023 USD ($) $ / shares shares	Dec. 28, 2023 USD ($) $ / shares shares	Dec. 27, 2023 USD ($) $ / shares shares	Sep. 14, 2023 USD ($) $ / shares shares	Sep. 13, 2023 USD ($)	Jul. 18, 2023 USD ($) $ / shares shares	May 05, 2023 USD ($) $ / shares shares	Feb. 24, 2023 USD ($)	Feb. 22, 2022 USD ($)	Dec. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($)	Jun. 30, 2024 USD ($)	Aug. 07, 2024 USD ($) $ / shares	Jun. 28, 2024 shares	Sep. 15, 2023 USD ($)	Aug. 17, 2023 USD ($)	Jul. 24, 2023 USD ($)
Maximum borrowing capacity								$ 4,000,000	$ 250,000
Interest rate during period						15.00%		15.00%	5.00%
Conversion percentage								80.00%
Conversion price | $ / shares										$ 0.50	$ 0.50
Issuance of warrants | shares							1,600,000			4,000,000	4,000,000				1,043,479
Exercise price | $ / shares							$ 0.25			$ 0.25	$ 0.25
Warrants exercisable										Feb. 01, 2028	Feb. 01, 2028
Debt issuance costs										$ 7,624,859	$ 7,624,859
Unamortized debt										173,779	173,779
Current borrowing capacity										4,875,000	4,875,000
Principal amount							$ 1,600,000
Shares converted, shares | shares		25,916,632
Convertible amount		$ 10,366,653
Interest rate per annum														12.00%
Current borrowing capacity											4,875,000	$ 5,501,925
Line of credit principal										12,545,000	12,545,000		$ 7,670,000
Related Party [Member]
Amortization											1,156,394	$ 1,955,831
Chief Executive Officer [Member]
Line of credit principal										12,545,000	12,545,000		7,670,000
Line of credit accrued interest											809,499		$ 356,002
Debt Assignee [Member]
Convertible amount			$ 1,540,000
Convertible shares | shares			3,850,000
Black Scholes Model [Member] | Measurement Input, Price Volatility [Member]
Warrant measurement input			153.5		86.5	83.4	111.60
Black Scholes Model [Member] | Measurement Input, Risk Free Interest Rate [Member]
Warrant measurement input			3.83		4.60	4.62	4.20
Black Scholes Model [Member] | Measurement Input, Expected Dividend Rate [Member]
Warrant measurement input			0		0	0	0
Black Scholes Model [Member] | Measurement Input, Expected Term [Member]
Warrant measurement input			4.71		4.95	4.8	5
Warrant [Member]
Issuance of warrants | shares	2,460,000
Exercise price | $ / shares	$ 0.25			$ 0.25		$ 0.25
Issuance of stock | shares				3,400,000		1,000,000
Third Amendment [Member]
Maximum borrowing capacity						$ 5,000,000
Conversion percentage						80.00%
Debt issuance costs						$ 5,785,727
Share price | $ / shares						$ 0.50
Unamortized debt						$ 5,393,193
Former Note [Member]
Maximum borrowing capacity				$ 10,000,000		$ 5,000,000		$ 4,000,000
Conversion percentage		80.00%	80.00%
Conversion price | $ / shares		$ 0.40	$ 0.40
Share price | $ / shares		$ 0.50	$ 0.50
Principal amount			$ 1,540,000
Extinguishment of debt		$ 10,366,653	$ 10,366,653
Shares converted, shares | shares			25,916,632
Former Note [Member] | Excel Family Partners LLLP [Member]
Shares converted, shares | shares			22,066,632
Convertible amount			$ 8,826,653
Fourth Amendment [Member]
Maximum borrowing capacity				$ 10,000,000
Conversion percentage				80.00%
Debt issuance costs				$ 6,668,666
Share price | $ / shares				$ 0.50
Unamortized debt				$ 5,308,162
Remaining borrowing capacity				6,888,801												$ 250,000
Outstanding amount																		$ 4,251,877
Current borrowing capacity				$ 1,760,000													$ 500,000
Unpaid interest					$ 376,924
Principal payment							$ 1,600,000
Fifth Amendment [Member]
Maximum borrowing capacity	$ 2,000,000													$ 5,000,000
Issuance of warrants | shares	2,460,000
Share price | $ / shares	$ 0.50
Current borrowing capacity														$ 4,410,000
Conversion ratio percentage	80.00%
Sixth Amendment [Member]
Maximum borrowing capacity	$ 2,000,000
Conversion percentage														80.00%
Conversion price | $ / shares														$ 0.50
Remaining borrowing capacity										4,110.00	4,110.00			$ 4,110,000
Discretionary Non Revolving Line of Credit Demand Note [Member]
Maximum borrowing capacity														$ 5,000,000
Conversion percentage														80.00%
Conversion price | $ / shares														$ 0.50
Remaining borrowing capacity										8,435,000	8,435,000
Current borrowing capacity										$ 2,150,000	$ 4,875,000

v3.25.0.1

SCHEDULE OF FAIR VALUE OF FINANCIAL LIABILITIES (Details)	6 Months Ended
	Dec. 31, 2024 USD ($)
Platform Operator, Crypto Asset [Line Items]
Beginning balance	$ 11,273,000	[1]
Beginning balance	9,246,000	[1]
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto Asset [Line Items]
Beginning balance	11,273,000	[1]
Change in the fair value of the embedded conversion option	(2,027,000)
Beginning balance	$ 9,246,000	[1]
[1] The Company has estimated the fair value of these derivatives using the Monte-Carlo model.

v3.25.0.1

SCHEDULE OF FAIR VALUE MEASUREMENT (Details)	6 Months Ended	12 Months Ended
	Dec. 31, 2024	Jun. 30, 2024
Expected volatility minimum	57.30%	57.50%
Expected volatility maximum	66.00%	68.50%
Risk free interest rate minimum	4.21%	4.66%
Risk free interest rate maximum	4.37%	5.03%
Expected dividend yield	0.00%	0.00%
Minimum [Member]
Expected life	3 months	1 year 2 months 1 day
Maximum [Member]
Expected life	1 year 9 months	2 years 3 months

v3.25.0.1

STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($)								3 Months Ended		6 Months Ended		12 Months Ended
	Nov. 06, 2024	Jun. 28, 2024	Jun. 15, 2024	Jan. 08, 2024	Dec. 28, 2023	Feb. 27, 2023	Aug. 16, 2022	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023	Feb. 27, 2024	Jun. 30, 2024	Dec. 29, 2023	May 05, 2023
Class of Stock [Line Items]
Common stock, shares authorized								475,000,000		475,000,000			475,000,000
Common stock, par value								$ 0.001		$ 0.001			$ 0.001
Preferred stock, shares authorized								25,000,000		25,000,000			25,000,000
Preferred stock, par value								$ 0.0001		$ 0.0001			$ 0.0001
Preferred stock, shares issued								$ 446,600
Share price					$ 0.50
Purchase price value															$ 1,600,000
Number of conversion shares issued					25,916,632
Number of conversion shares, amount					$ 10,366,653
Number of shares issued					12,958,316
Loss on conversion of debt and related derivative liability					$ 798,873				$ (798,873)		$ (798,873)
Shares of common stock was issued								72,761,658		72,761,658			71,994,990
Issuance of common stock upon cashless exercise of warrants, shares		973,915
Purchase of warrants		1,043,479						4,000,000		4,000,000					1,600,000
Private offering. value										$ 446,601
Common Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares issued								$ 767
Common stock was issued upon the conversion									25,916,632
Warrant [Member]
Class of Stock [Line Items]
Purchase of warrants														2,460,000
Nonrelated Party [Member]
Class of Stock [Line Items]
Number of shares issued				400,000
Cash proceeds				$ 300,000
Two Unrelated Parties [Member]
Class of Stock [Line Items]
Number of shares issued	666,668
Private offering. value	$ 500,000
Fair value of warrants	19,348
Placement Agent [Member] | Two Unrelated Parties [Member]
Class of Stock [Line Items]
Accrued compensation	$ 53,399
Placement Agent [Member] | Two Unrelated Parties [Member] | Common Stock [Member]
Class of Stock [Line Items]
Number of shares issued	100,000
Placement Agent [Member] | Two Unrelated Parties [Member] | Warrant [Member]
Class of Stock [Line Items]
Number of shares issued	50,000
Promissory Note [Member]
Class of Stock [Line Items]
Payment for preferred stock						$ 300,000
Promissory Note [Member] | Chief Executive Officer [Member]
Class of Stock [Line Items]
Purchase price value						$ 1,700,000
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized								2,000,000		2,000,000
Preferred stock liquidation preference								$ 0.10		$ 0.10
Preferred stock voting rights										100 votes per share
Shares converted								100		100
Preferred stock, shares issued										$ 0	0
Number of shares outstanding								0		0			0
Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized								12,000		12,000
Preferred stock liquidation preference								$ 1.00		$ 1.00
Shares converted								100		100
Proceeds from issuance of stock										$ 6,000,000
Preferred stock, shares issued										$ 0	$ 0
Number of shares outstanding								11,693		11,693			11,693
Series C Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized								6,700,000		6,700,000
Preferred stock liquidation preference								$ 0.30		$ 0.30
Shares converted			2,799,444
Proceeds from issuance of stock										$ 6,000,000
Liquidation percenatge										6.00%
Number of shares outstanding								0		0			0
Stock issued for compensation, shares							2,980,000
Share price							$ 0.30
Vesting period							3 years
Deemed dividend on purchase of Preferred Series C Stock, shares												3,313,333
Shares of common stock was issued			2,799,444
Common stock was issued upon the conversion			2,499,998
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized								2,000,000		2,000,000			2,000,000
Shares converted								100		100
Number of shares outstanding								0		0			0
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized								6,700,000		6,700,000			6,700,000
Number of shares outstanding			2,499,998					0		0			0

v3.25.0.1

SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS (Details) - USD ($)			6 Months Ended	12 Months Ended
	Sep. 15, 2023	Apr. 10, 2023	Dec. 31, 2024	Jun. 30, 2024
Retirement Benefits [Abstract]
Number of options outstanding, balance			2,075,000
Weighted average remaining life in years outstanding, balance			7 years 1 month 24 days	7 years 7 months 24 days
Weighted average exercise price outstanding, balance			$ 0.50
Intrinsic value outstanding, balance			$ 518,750
Number of options exercisable, balance			1,517,361
Weighted average remaining contractual life exercisable, balance			7 years 1 month 24 days	7 years 7 months 24 days
Weighted average exercise price exercisable, balance			$ 0.50
Intrinsic value exercisable, balance			$ 379,340
Number of options outstanding, granted		3,150,000
Weighted average exercise price outstanding, granted
Number of options outstanding, exercised
Weighted average exercise price outstanding, exercised
Number of options outstanding, forfeited or expired	125,000
Weighted average exercise price outstanding, forfeited or expired
Number of options outstanding, balance			2,075,000	2,075,000
Weighted average exercise price outstanding, balance			$ 0.50	$ 0.50
Intrinsic value outstanding, balance			$ 518,750	$ 518,750
Number of options exercisable, balance			1,770,833	1,517,361
Weighted average exercise price exercisable, balance			$ 0.50	$ 0.50
Intrinsic value exercisable, balance			$ 442,708	$ 379,340

v3.25.0.1

STOCK OPTIONS (Details Narrative) - USD ($)				3 Months Ended	6 Months Ended
	Sep. 15, 2023	Jun. 16, 2023	Apr. 10, 2023	Dec. 31, 2024	Dec. 31, 2024	Dec. 28, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price						$ 0.50
Shares granted			3,150,000
Awards vest percentage		25.00%
Estimated fair market value				$ 446,600
Number of options, forfeited	125,000
June Sixteen [Member] | Measurement Input, Expected Term [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term			4 years
June Sixteen [Member] | Measurement Input, Share Price [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share price			$ 0.50
June Sixteen [Member] | Measurement Input, Exercise Price [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price			$ 0.50
June Sixteen [Member] | Measurement Input, Price Volatility [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility rate			111.60%
June Sixteen [Member] | Measurement Input, Risk Free Interest Rate [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk free interest rate			4.20%
May Tenth [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares granted			100,000
May Tenth [Member] | Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term			1 year 6 months
Share price			$ 0.50
Exercise price			$ 0.50
Expected volatility rate			111.60%
Risk free interest rate			4.20%
Equity Option [Member] | June Sixteen [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Estimated fair market value			$ 267,669
Equity Option [Member] | May Tenth [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Estimated fair market value			$ 2,900
2023 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock issued during period, shares, new issues			3,250,000
Exercise price			$ 0.50
Shares available for future issuance				3,835,000	3,835,000
ISO [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares granted			800,000
NSO [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares granted			200,000
ISO Officer Awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares granted			250,000

v3.25.0.1

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended
	May 31, 2023	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Issuance of surety bond	$ 500,000	$ 500,000
Annual premium cost	$ 12,500

v3.25.0.1

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Feb. 27, 2024	Feb. 19, 2024	Dec. 28, 2023	May 05, 2023	Aug. 16, 2022	Dec. 31, 2024	Aug. 07, 2024	Jun. 28, 2024	Dec. 29, 2023	Sep. 14, 2023	Jul. 18, 2023	Feb. 24, 2023	Feb. 22, 2022
Related Party Transaction [Line Items]
Principal amount				$ 1,600,000
Warrants exercisable				1,600,000		4,000,000		1,043,479
Maturity date				Nov. 04, 2023
Funding fee				$ 160,000
Warrant exercise price				$ 0.25		$ 0.25
Conversion price						$ 0.50
Conversion percentage												80.00%
Maximum borrowing capacity												$ 4,000,000	$ 250,000
Current borrowing capacity						$ 4,875,000
Interest rate per annum							12.00%
Bruce Cassidy [Member]
Related Party Transaction [Line Items]
Principal amount												$ 4,000,000
Increase in non-revolving line of credit					$ 2,000,000
Warrants exercisable												4,000,000
Excel Family Partners LLLP [Member]
Related Party Transaction [Line Items]
Funding fee										$ 160,000
First Amendment [Member] | John Linss [Member]
Related Party Transaction [Line Items]
Principal amount		$ 1,700,000
Notes payments		$ 59,665
Notes payment term		24 months
First Amendment [Member] | John Linss [Member] | Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Notes payments	$ 425,000
Third Amended [Member] | Excel Family Partners LLLP [Member]
Related Party Transaction [Line Items]
Principal amount											$ 5,000,000
Warrants exercisable											1,000,000
Fourth Amended [Member]
Related Party Transaction [Line Items]
Extinguishment of debt			$ 10,366,653
Conversion price			$ 0.40
Share price			$ 0.50
Conversion percentage			80.00%
Fourth Amended [Member] | Excel Family Partners LLLP [Member]
Related Party Transaction [Line Items]
Principal amount										$ 10,000,000
Warrants exercisable										3,400,000
Fifth Amendment [Member]
Related Party Transaction [Line Items]
Warrants exercisable									2,460,000
Share price									$ 0.50
Maximum borrowing capacity							$ 5,000,000		$ 2,000,000
Current borrowing capacity							$ 4,410,000
Sixth Amendment [Member]
Related Party Transaction [Line Items]
Conversion price							$ 0.50
Conversion percentage							80.00%
Maximum borrowing capacity									$ 2,000,000
Remaining borrowing capacity						4,110.00	$ 4,110,000
Discretionary Non Revolving Line of Credit Demand Note [Member]
Related Party Transaction [Line Items]
Conversion price							$ 0.50
Conversion percentage							80.00%
Maximum borrowing capacity							$ 5,000,000
Remaining borrowing capacity						$ 8,435,000

v3.25.0.1

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Feb. 05, 2025	Feb. 10, 2025	Dec. 31, 2024
Subsequent Event [Line Items]
Current borrowing capacity			$ 4,875,000
Subsequent Event [Member] | Placement Agent [Member]
Subsequent Event [Line Items]
Issuance of common stock for cash, net of offering costs, shares	71,199
Discretionary Non Revolving Line of Credit Demand Note [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Current borrowing capacity		$ 1,525,000

---