Overview
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- TickerVIPZ on OTC1
- IndustryRetail-Miscellaneous Retail1
- HeadquartersMiami, Florida1
- Incorporated inNV3
- Business address78 Sw 7Th Street, Suite 500, Miami, Fl 331303
- Filer categoryNon-accelerated filer, Smaller reporting company3
- Legal formCorporation
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April 2026, the Company operated an online mobile sportsbook in the State of Tennessee under a Tennessee Sports Gaming Operator license.5 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2026
Where the money goes
Where each dollar of revenue went, fiscal 2026
- Cost of revenue100¢$1.2M
Out of $184.0K in revenue.2 The company lost money this year.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.2
| Period ending | 2026-06-30 | 2025-06-30 |
|---|---|---|
| Gaming revenues | $184.0K | -$86.0K |
| Cost of gaming revenue | $1.2M | $510.0K |
| Net gaming loss | -$1.0M | -$596.0K |
| Employee and contractor compensation | $5.2M | $4.5M |
| General and administrative | $3.8M | $2.6M |
| Depreciation and amortization | $458.0K | $993.0K |
| Asset impairment | $831.0K | $5.9M |
| Sales and marketing | $590.0K | $1.1M |
| Total operating expenses | $10.9M | $15.1M |
| Operating Loss | -$11.9M | -$15.7M |
| Other income | $5.0K | |
| Gain on change in fair value of derivative | $5.7M | $47.0K |
| Total other income (expense) | $2.4M | -$3.5M |
| Loss before income taxes | -$9.5M | -$19.2M |
| Net loss | -$9.5M | -$19.2M |
| Net loss per common share - basic | -$0.13 | -$0.26 |
| Net loss per common share - diluted | -$0.13 | -$0.26 |
| Weighted average number of common shares outstanding - basic | 73.5M shares | 72.6M shares |
| Weighted average number of common shares outstanding - diluted | 73.5M shares | 72.6M shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 4 fiscal years (annual) or 4 quarters (quarterly), latest first.2
| Period ending | 2026-06-30 | 2025-06-30 | 2024-09-30 | 2024-06-30 |
|---|---|---|---|---|
| Cash | $128.0K | $163.0K | ||
| Cash reserved for users | $277.0K | |||
| Prepaid expenses and other current assets | $549.0K | $2.4M | ||
| Total current assets | $887.0K | $2.9M | ||
| Intangible assets, net | $883.0K | |||
| Related party note receivable | $1.4M | |||
| Security deposit | $3.0K | $4.0K | ||
| Total assets | $2.3M | $3.7M | ||
| Accounts payable and accrued expenses | $1.3M | $1.1M | ||
| Accrued expenses - related party | $5.0M | $1.7M | ||
| Players balances | $336.0K | |||
| Convertible notes, net of discount | $437.0K | $827.0K | ||
| Line of credit - related party | $29.8M | $19.6M | ||
| Derivative liability | $5.6M | $11.2M | ||
| Total current liabilities | $42.2M | $35.5M | ||
| Total liabilities | $42.2M | $35.5M | ||
| Common stock, $0.001 par value, 475,000,000 shares authorized, 73,457,857 and 73,457,857 shares issued and outstanding as of June 30, 2026, and June 30, 2025, respectively | $73.0K | $73.0K | ||
| Additional paid-in capital | $32.6M | $31.3M | ||
| Accumulated deficit | -$72.6M | -$63.1M | ||
| Total stockholders deficit | -$40.0M | -$31.8M | -$13.7M | |
| Total liabilities and stockholders deficit | $2.3M | $3.7M | ||
| Preferred stock, par value | $0.00 | $0.00 | ||
| Preferred stock, shares authorized | 25.0M shares | 25.0M shares | ||
| Common stock, par value | $0.00 | $0.00 | $0.00 | |
| Common stock, shares authorized | 475.0M shares | 475.0M shares | ||
| Common stock, shares issued | 73.5M shares | 73.5M shares | ||
| Common stock, shares outstanding | 73.5M shares | 73.5M shares |
| Period ending | 2026-06-30 | 2025-06-30 | 2024-09-30 | 2024-06-30 |
|---|---|---|---|---|
| Cash | $128.0K | $163.0K | ||
| Cash reserved for users | $277.0K | |||
| Prepaid expenses and other current assets | $549.0K | $2.4M | ||
| Total current assets | $887.0K | $2.9M | ||
| Intangible assets, net | $883.0K | |||
| Related party note receivable | $1.4M | |||
| Security deposit | $3.0K | $4.0K | ||
| Total assets | $2.3M | $3.7M | ||
| Accounts payable and accrued expenses | $1.3M | $1.1M | ||
| Accrued expenses - related party | $5.0M | $1.7M | ||
| Players balances | $336.0K | |||
| Convertible notes, net of discount | $437.0K | $827.0K | ||
| Line of credit - related party | $29.8M | $19.6M | ||
| Derivative liability | $5.6M | $11.2M | ||
| Total current liabilities | $42.2M | $35.5M | ||
| Total liabilities | $42.2M | $35.5M | ||
| Common stock, $0.001 par value, 475,000,000 shares authorized, 73,457,857 and 73,457,857 shares issued and outstanding as of June 30, 2026, and June 30, 2025, respectively | $73.0K | $73.0K | ||
| Additional paid-in capital | $32.6M | $31.3M | ||
| Accumulated deficit | -$72.6M | -$63.1M | ||
| Total stockholders deficit | -$40.0M | -$31.8M | -$13.7M | |
| Total liabilities and stockholders deficit | $2.3M | $3.7M | ||
| Preferred stock, par value | $0.00 | $0.00 | ||
| Preferred stock, shares authorized | 25.0M shares | 25.0M shares | ||
| Common stock, par value | $0.00 | $0.00 | $0.00 | |
| Common stock, shares authorized | 475.0M shares | 475.0M shares | ||
| Common stock, shares issued | 73.5M shares | 73.5M shares | ||
| Common stock, shares outstanding | 73.5M shares | 73.5M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.2
| Period ending | 2026-06-30 | 2025-06-30 |
|---|---|---|
| Net loss | -$9.5M | -$19.2M |
| Depreciation and amortization | $458.0K | $993.0K |
| Amortization of debt issuance costs related party | $1.3M | |
| Issuance of warrants for consulting services | $47.0K | |
| Issuance of common stock for consulting services | $325.0K | |
| Asset Impairment | $831.0K | $5.9M |
| Stock-based compensation | $553.0K | $215.0K |
| Amortization of debt discount | $63.0K | $277.0K |
| Change in fair value of derivative liability | -$5.7M | -$47.0K |
| Prepaid expenses and other current assets | $2.0M | -$1.3M |
| Related party receivables | -$858.0K | |
| Accounts payable and accrued expenses | $184.0K | -$337.0K |
| Accrued expenses - related party | $3.4M | $1.3M |
| Players balances | -$336.0K | $23.0K |
| Net cash used in operating activities | -$8.9M | -$10.4M |
| Cash paid for capitalized software | -$406.0K | -$1.0M |
| Net cash used in investing activities | -$406.0K | -$1.0M |
| Proceeds from issuance of common stock | $500.0K | |
| Proceeds from line of credit, related party | $10.2M | $11.9M |
| Proceeds from convertible notes | $100.0K | |
| Repayments of convertible note | -$500.0K | |
| Repayments of note payable - current | -$858.0K | -$973.0K |
| Net cash provided by financing activities | $9.0M | $11.4M |
| NET CHANGE IN CASH AND CASH RESERVED FOR USERS | -$312.0K | -$10.0K |
| Interest paid | $92.0K | $599.0K |
| Derivative liability associated with convertible note issuance | $54.0K | |
| Common stock and warrants issued for offering costs | $148.0K | |
| Insurance financing | $174.0K | $349.0K |
| Note receivable received in common-control transaction | $1.4M | |
| Related-party receivable settled in common-control transaction | $644.0K | |
| Additional Paid-In Capital recognized in association with common control transaction | $739.0K |
No quarter-by-quarter statement was filed.
Corporate structure
VIP Play, Inc. sits at the top of its group. 2 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of VIP Play, Inc.
- Mark Anthony Thomas Filed SC 13D on VIP Play, Inc., latest Sep 6, 2022
- ZenSports, Inc. Filed SC 13D on VIP Play, Inc., latest Sep 6, 2022
- VIP Play, Inc. Miami, Florida
- Play TN, LLC, a limited liability company organized in Subsidiary · Tennessee, United States
Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What VIP Play, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $5.0K2 Jun 30, 2026 | $5.0K2 Jun 30, 2025 | 0% |
| Accumulated depreciation | $5.0K2 Jun 30, 2026 | $5.0K2 Jun 30, 2025 | 0% |
| Property and equipment, net | $4939 Jun 30, 2025 | $2.2K9 Jun 30, 2024 | −77.1% |
Investments
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Intangible assets, net (excluding goodwill) | $883.0K2 Jun 30, 2025 | $6.8M9 Jun 30, 2024 | −86.9% |
| Finite-lived intangibles, gross | $920.0K2 Jun 30, 2025 | $8.5M8 Jun 30, 2024 | −89.2% |
| Accumulated amortization | $954.0K2 Jun 30, 2025 | $1.9M9 Jun 30, 2024 | −49.4% |
| Finite-lived intangibles, net | $883.0K2 Jun 30, 2025 | $6.6M9 Jun 30, 2024 | −86.7% |
Properties, in its own words
The Company leases shared office space on a month-to-month basis located at 8400 West Sunset Road, Suite 300, Las Vegas, Nevada 89113, which serves as its principal executive offices.
Management believes its current facilities are adequate to meet its present operating requirements.
Item 2 of the 10-K filed Sep 29, 2026.5
Leadership
Who has led VIP Play, Inc., and when. Pick a name to see everywhere that person has worked.
Chief executive
President
Chief financial officer
- Chief executive officerSteven J. Lane Jun 8, 2021 to Jun 8, 202113
- PresidentSteven J. Lane Jun 8, 2021 to Jun 8, 202113
- Chief financial officerZixiao Chen Jun 2, 2021 to Jul 21, 202214
Board members and other officers (2)
- Board memberZixiao Chen Jun 2, 2021 to Jun 2, 202114
- Board memberSteven J. Lane Jun 8, 2021 to Dec 21, 202113
Named in SEC Form D filings
People the company listed in its private-offering notices.
- Executive OfficerANTHONY J FIDALEO named Sep 6, 2022 to Jul 24, 202315
- Executive Officer, DirectorBRUCE A CASSIDY named Sep 6, 2022 to Jul 24, 202315
- Executive OfficerMARK ANTHONY THOMAS named Mar 13, 2023 to Jul 24, 202315
- Executive Officer, DirectorJOHN LINSS named Sep 6, 202216
- DirectorROGER TICHENOR named Sep 6, 202216
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- Play TN, LLC, a limited liability company organized in Tennessee.4
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Former names
- KeyStar Corp.Feb 11, 2021 to Sep 16, 20243
Timeline
- Oct 7, 20268-K Entered a material agreement; New debt or obligation17
- Sep 4, 20268-K Regulation FD disclosure18
- Jun 22, 20268-K New debt or obligation19
- May 12, 20268-K New debt or obligation20
- Apr 20, 20268-K New debt or obligation21
- Feb 20, 20268-K New debt or obligation; Executive or director change22
- Jan 5, 20268-K New debt or obligation23
- Dec 3, 20258-K New debt or obligation24
- Nov 24, 20258-K Regulation FD disclosure25
- Nov 21, 20258-K Executive or director change26
- Oct 30, 20258-K Ended a material agreement27
- Oct 24, 20258-K New debt or obligation28
- Jun 8, 2021New chief executive Steven J. Lane becomes CEO13
Filings
140 filings to the SEC since October 2021: 5 annual reports, 16 quarterly reports, 92 major events, 5 insider forms, 2 large holders, 4 private raises, 16 other. The latest 20:
- Oct 7, 20268-K EDGAR
- Sep 29, 2026NT 10-K EDGAR
- Sep 29, 202610-K EDGAR
- Sep 4, 20268-K EDGAR
- Jun 22, 20268-K EDGAR
- May 15, 202610-Q EDGAR
- May 12, 20268-K/A EDGAR
- Apr 20, 20268-K EDGAR
- Feb 20, 20268-K EDGAR
- Feb 17, 202610-Q EDGAR
- Feb 13, 2026S-8 EDGAR
- Jan 5, 20268-K EDGAR
- Dec 3, 20258-K EDGAR
- Nov 26, 2025DEF 14C EDGAR
- Nov 24, 20258-K EDGAR
- Nov 21, 20258-K EDGAR
- Nov 14, 202510-Q EDGAR
- Oct 30, 20258-K EDGAR
- Oct 24, 20258-K EDGAR
- Oct 20, 20258-K EDGAR
The 140 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
4 open-market trades by officers, directors and large owners since October 2021: 0 buys and 4 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Jul 21, 2022 | Chen Zixiao | Sale | 2,000,000 | $0.01 | $20.0K | Form 4 |
| Jul 21, 2022 | Chen Zixiao | Sale | 2,000,000 | $0.01 | $20.0K | Form 4 |
| Dec 17, 2021 | Chen Zixiao | Sale | 25,500,000 | $0.01 | $255.0K | Form 4 |
| Dec 17, 2021 | Lane Steven JDirector | Sale | 2,500,000 | $0.01 | $25.0K | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Mark Anthony ThomasSC 13D, 1 filing Sep 6, 202229
- ZenSports, Inc.SC 13D, 1 filing Sep 6, 202230
Funding
Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.
- Private raises (Form D) $7.5M
Figures by year
| Year | Private raises (Form D) | Total |
|---|---|---|
| 2023 | $275.0K | $275.0K |
| 2022 | $7.2M | $7.2M |
Private raises
Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.
- Jul 24, 2023Filed a private offering of equity15 Form D: $10 million offered in all Form D
- Feb 28, 2023Raised $275,000 in a private offering of equity31 Form D: $6 million offered in all Form D
- Aug 26, 2022Raised $750,000 in a private offering of equity16 Form D: $5 million offered in all Form D
- Aug 26, 2022Raised $6.5 million in a private offering of equity32 Form D: 1 investor so far Form D
SEC filer profile
How VIP Play, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARVIP Play, Inc.1
- CIK0001832161
- Employer ID (EIN)85-07386565
- Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; a shell company5
- Incorporated inNevada5
- Fiscal year endsJune 301
- Industry code (SIC)5900 Retail-Miscellaneous Retail1
- SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
- Business address78 Sw 7Th Street, Suite 500, Miami, FL 331301
- Phone866-783-94351
- Shares outstanding73,944,386 shares as of Sep 28, 20265
- Public float$6.3M as of Dec 31, 20255
- AuditorFrank, Rimerman + Co. LLP, San Francisco, California PCAOB ID 1596; no auditor attestation of internal control over financial reporting5
- On EDGAR sinceFeb 11, 20211
- Filings152 in all: 8-K (89), 10-Q (16), 10-K (6), D (4), NT 10-Q (4), UPLOAD (4), 3 (3), 4 (3)1
All 22 form types
8-K/A (3), DEF 14C (3), NT 10-K (3), CORRESP (2), S-1/A (2), SC 13D (2), 10-Q/A (1), 4/A (1), 8-A12G (1), EFFECT (1), PRE 14C (1), S-1 (1), S-8 (1), SC 14F1 (1)
- Latest filingsAnnual report (10-K) Sep 29, 2026
Quarterly report (10-Q) May 15, 2026
Latest 8-K (8-K) Oct 7, 2026
Risk factors and legal proceedings
The risks VIP Play, Inc. names in Item 1A of its 10-K filed Sep 29, 2026: 23 risks under these headings, as written.5
- Risks Related to Our Business
- We have incurred recurring losses from operations, have an accumulated deficit, and there is substantial doubt regarding our ability to continue as a going concern.
- Our substantial indebtedness to a related party is payable on demand, and a demand for repayment could materially adversely affect our liquidity and ability to continue operations.
- We recently transitioned our business strategy, and our future success is uncertain.
- We currently generate no revenue from our AI-focused operations and may never achieve profitability.
- The markets for artificial intelligence technologies are highly competitive and rapidly evolving.
- We may not successfully develop or commercialize our proprietary technology.
- Our business depends upon our intellectual property.
- We rely on third-party vendors and service providers.
- Cybersecurity incidents could materially harm our business.
- We depend upon key members of management.
- Our business includes significant related-party transactions.
The other 12 risks
- We are involved in an unresolved dispute with Wheeling Island Gaming, Inc. relating to the termination of our Casino and Sportsbook Online Operations Agreement, which could result in significant liability and adversely affect our financial condition.
- Risks Related to Regulation
- Future laws regulating artificial intelligence, privacy, cybersecurity, or data protection could adversely affect our business.
- Risks Related to Our Financial Reporting
- We have identified material weaknesses in our internal control over financial reporting.
- Our financial statements require significant estimates and judgments.
- Risks Related to Our Capital Structure
- Bruce Cassidy beneficially controls a substantial percentage of our voting power.
- Future issuances of equity securities may substantially dilute existing stockholders.
- Our outstanding convertible debt and related-party financing could result in substantial dilution.
- Risks Related to Ownership of Our Common Stock
- Our common stock price may be volatile.
- Our common stock may continue to be considered a penny stock.
- We have never paid cash dividends and do not expect to do so.
- Future sales of our common stock could adversely affect our stock price.
- As a Smaller Reporting Company, our public disclosures are less extensive than those of larger public companies.
Legal proceedings
On October 24, 2025, Delaware North/Wheeling Island Gaming, Inc. (“Wheeling Island”) terminated its Casino and Sportsbook Online Operations Agreement with the Company and demanded payment of a $4.5 million termination fee. The agreement had not been approved by the West Virginia Lottery Commission because it contained provisions that would have provided the Company with ownership of certain customer data, and a representative of the Commission advised the Company that such provisions were contrary to West Virginia law. The Company disputes Wheeling Island’s position that a termination fee is due. Wheeling Island has prepared, but as of September 17, 2026 had not filed, an arbitration complaint against the Company. The parties have engaged in settlement discussions but have not reached an agreement.
For additional information regarding this matter, see Note 12 — Commitments and Contingencies to the consolidated financial statements, which is incorporated herein by reference.
The opening of Item 3, Legal Proceedings.5
Sources
The numbers on this page point here. Each one links to the record it came from.
- 1SEC EDGARVIP Play, Inc. filings on SEC EDGAR
- 2SEC EDGARVIP Play, Inc. 10-K for fiscal 2026
- 3SEC EDGARVIP Play, Inc. filings on SEC EDGAR
- 4
- 5
- 6SEC EDGARVIP Play, Inc. 10-K for fiscal 2020
- 7SEC EDGARVIP Play, Inc. 10-K for fiscal 2021
- 8SEC EDGARVIP Play, Inc. 10-K for fiscal 2023
- 9SEC EDGARVIP Play, Inc. 10-K for fiscal 2024
- 10SEC EDGARVIP Play, Inc. 10-K for fiscal 2022
- 11SEC EDGARVIP Play, Inc. 10-Q for fiscal 2025
- 12SEC EDGARVIP Play, Inc. 10-Q for fiscal 2026
- 13
- 14SEC EDGARZixiao Chen, Chief financial officer
- 15
- 16
- 17
- 18SEC EDGARRegulation FD disclosure
- 19SEC EDGARNew debt or obligation
- 20SEC EDGARNew debt or obligation
- 21SEC EDGARNew debt or obligation
- 22
- 23SEC EDGARNew debt or obligation
- 24SEC EDGARNew debt or obligation
- 25SEC EDGARRegulation FD disclosure
- 26SEC EDGARExecutive or director change
- 27SEC EDGAREnded a material agreement
- 28SEC EDGARNew debt or obligation
- 29
- 30
- 31
- 32