false FY 0001832161 0

 2021-12-30

 2024-03-08

 us-gaap: NonrelatedPartyMember

 us-gaap: NonrelatedPartyMember

 us-gaap: NonrelatedPartyMember

 us-gaap: NonrelatedPartyMember

 KEYR:FormerHqLasVegasMember

 KEYR:FormerHqLasVegasMember

 2022-09-15
 2022-09-15

 KEYR:FormerHqLasVegasMember

 2022-09-15
 2022-09-15

 KEYR:ECommerceSalesMember

 KEYR:ECommerceSalesMember

 KEYR:ConventionServicesMember

 KEYR:ConventionServicesMember

 srt: ScenarioPreviouslyReportedMember

 srt: RestatementAdjustmentMember

 srt: ScenarioPreviouslyReportedMember

 srt: RestatementAdjustmentMember

 us-gaap: DevelopedTechnologyRightsMember

 us-gaap: ComputerSoftwareIntangibleAssetMember

 us-gaap: FairValueInputsLevel1Member

 us-gaap: FairValueInputsLevel2Member

 us-gaap: FairValueInputsLevel3Member

 us-gaap: FairValueInputsLevel1Member

 us-gaap: FairValueInputsLevel2Member

 us-gaap: FairValueInputsLevel3Member

 KEYR:StockOptionsMember

 KEYR:StockOptionsMember

 KEYR:SeriesAPreferredSharesMember

 KEYR:SeriesAPreferredSharesMember

 KEYR:SeriesBPreferredSharesMember

 KEYR:SeriesBPreferredSharesMember

 KEYR:SeriesCPreferredSharesMember

 KEYR:SeriesCPreferredSharesMember

 KEYR:ConversionOfLineOfCreditMember

 KEYR:ConversionOfLineOfCreditMember

 KEYR:AssetsOfUltimateGamerLLCMember

 2022-09-12

 KEYR:AssetsOfUltimateGamerLLCMember

 2022-09-12

 KEYR:PurchaseAgreementMember

 us-gaap: DevelopedTechnologyRightsMember

 us-gaap: TradeNamesMember

 KEYR:WebsiteMember

 KEYR:AssetPurchaseAgreementMember

 us-gaap: DevelopedTechnologyRightsMember

 us-gaap: TradeNamesMember

 us-gaap: LicenseMember

 us-gaap: LicenseMember

 us-gaap: IntellectualPropertyMember

 us-gaap: IntellectualPropertyMember

 us-gaap: TradeNamesMember

 us-gaap: DevelopedTechnologyRightsMember

 us-gaap: TrademarksAndTradeNamesMember

 us-gaap: TrademarksAndTradeNamesMember

 us-gaap: LicenseMember

 us-gaap: LicenseMember

 KEYR:InternallyDevelopedSoftwareMember

 KEYR:InternallyDevelopedSoftwareMember

 KEYR:WebsiteMember

 KEYR:WebsiteMember

 KEYR:GamingLicenseMember

 KEYR:GamingLicenseMember

 2020-12-30
 2020-12-30

 2020-12-30

 2021-12-28
 2021-12-28

 KEYR:ShortTermNotePayableMember

 2023-05-24

 KEYR:ShortTermNotePayableMember

 2023-05-24
 2024-05-24

 KEYR:ShortTermNotePayableMember

 2023-05-24
 2023-05-24

 KEYR:ShortTermNotePayableMember

 KEYR:BlackScholesModelMember

 KEYR:BlackScholesModelMember

 KEYR:MonteCarloModelMember

 KEYR:MonteCarloModelMember

 KEYR:BlackScholesModelMember

 KEYR:ConvertiblePromissoryNoteMember

 2020-04-19
 2020-04-20

 KEYR:ConvertiblePromissoryNoteMember

 2020-04-20

 2020-04-19
 2020-04-20

 KEYR:SeriesBConvertiblePreferredStockMember

 KEYR:SeriesBConvertiblePreferredStockMember

 KEYR:SeriesBConvertiblePreferredStockMember

 2022-02-22

 2023-01-01
 2023-03-31

 2023-01-01
 2023-03-31

 KEYR:BlackScholesModelMember

 us-gaap: FairValueInputsLevel3Member

 us-gaap: MeasurementInputRiskFreeInterestRateMember

 KEYR:SeriesAConvertiblePreferredStockMember

 KEYR:ZenSRQLLCMember

 KEYR:CoreSpeedLlcMember

 2022-08-15

 KEYR:CoreSpeedLlcMember

 KEYR:ZensportsLLCMember

 KEYR:ElevenThirdPartyInvestorsMember

 KEYR:ElevenThirdPartyInvestorsMember

 KEYR:PrivatePlacementOneMember

 KEYR:PrivatePlacementTwoMember

 KEYR:PrivatePlacementThreeMember

 2023-03-31

 2023-03-31

 KEYR:ISOMember

 KEYR:NSOMember

 KEYR:ISOOfficerAwardsMember

 2023-06-14
 2023-06-16

 us-gaap: StockOptionMember

 us-gaap: MeasurementInputExpectedTermMember

 us-gaap: MeasurementInputSharePriceMember

 us-gaap: MeasurementInputExercisePriceMember

 us-gaap: MeasurementInputPriceVolatilityMember

 us-gaap: MeasurementInputRiskFreeInterestRateMember

 us-gaap: StockOptionMember

 us-gaap: MeasurementInputExpectedTermMember

 us-gaap: MeasurementInputSharePriceMember

 us-gaap: MeasurementInputExercisePriceMember

 us-gaap: MeasurementInputPriceVolatilityMember

 us-gaap: MeasurementInputRiskFreeInterestRateMember

 KEYR:TwoThousandsAndTwentyThreePlanMember

 KEYR:EmploymentAgreementMember

 KEYR:SupplementToOfferAgreementMember

 country: TN

 KEYR:OtherThanTheStateOfTennesseeMember

 KEYR:SupplementToOfferAgreementMember

 KEYR:SupplementToOfferAgreementMember
 us-gaap: EmployeeSeveranceMember

 country: TN

 2023-05-31

 2022-08-01
 2022-08-10

 2023-05-01
 2023-05-31

 KEYR:EmploymentAgreementMember

 2022-06-14
 2022-06-14

 KEYR:EmploymentAgreementMember

 2022-06-14

 KEYR:EmploymentAgreementMember
 KEYR:JohnLinsCeoMember

 2022-06-14

 KEYR:CoreSpeedLlcMember

 KEYR:CoreSpeedLlcMember

 2022-07-31

 KEYR:FormerMember

 KEYR:FormerMember

 KEYR:April272020PromissoryNoteMember

 KEYR:April272020PromissoryNoteMember

 2022-09-12
 2022-09-12

 KEYR:ZenSRQLLCMember

 KEYR:ZenSRQLLCMember
 KEYR:FormerMemberOfBoardOfDirectorsMember

 2023-01-01
 2023-09-30

 us-gaap: SegmentDiscontinuedOperationsMember

 us-gaap: SegmentDiscontinuedOperationsMember

 us-gaap: SegmentDiscontinuedOperationsMember

 2023-06-01

 KEYR:ThirdAmendmentMember

 srt: DirectorMember

 KEYR:ConvertibleNotePurchaseAgreementMember

 2023-08-23

 KEYR:ConvertibleNotePurchaseAgreementMember

 2023-08-28

 KEYR:ConvertibleNotePurchaseAgreementMember

 2023-09-01

 KEYR:ConvertibleNotePurchaseAgreementMember

 2023-09-01
 2023-09-01

 KEYR:FourthAmendmentMember

 2023-08-17

 2023-09-13
 2023-09-13

 2023-09-15

 2023-09-19
 2023-09-19

 KEYR:DebtAssigneeMember

 KEYR:FifthAmendmentMember

 2023-12-29

 2023-12-28
 2023-12-28

 2023-12-28

 2023-12-29
 2023-12-29

 2023-10-01
 2023-10-01

 2024-02-04
 2024-02-04

 2024-01-08

 2024-01-08
 2024-01-08

 KEYR:FirstAmendmentMember

 2024-02-19

 KEYR:FirstAmendmentMember

 2024-02-27
 2024-02-27

 KEYR:FirstAmendmentMember

 2024-04-01
 2024-04-01

 2024-02-23
 2024-02-23

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended June 30, 2023

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from _________ to ________

 Commission
file number: 000-56290

 KeyStar
 Corp.

 (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.)

 SW 7 th Street, Suite
 500, Miami,
 Florida

 33130

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number: (866) 783-9435

 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 $0.0001

 (Title
of each class)

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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

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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or emerging growth company.

 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of the voting and non-voting common stock held by non-affiliates as of December 30, 2021 cannot be computed due
to no sales taking place on that day and a lack of information regarding bid and asked prices of such common stock on such date.

 As
of March 8, 2024, the registrant had 68,221,632 shares of common stock issued and outstanding.

 TABLE
OF CONTENTS

 CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

 Item 1. Business

 Item 1A. Risk Factors

 Item 1B. Unresolved Staff comments

 Item 2. Properties

 Item 3. Legal Proceedings

 Item 4. Mine Safety Disclosures

 Item 5. Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6. Selected Financial Data

 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 Item 8. Financial Statements and Supplementary Data

 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A. Controls and Procedures

 Item 10. Directors, Executive Officers and Corporate Governance

 Item 11. Executive Compensation

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item 13. Certain Relationships and Related Transactions, and Director Independence

 Item 14. Principal Accounting Fees and Services

 Item 15. Exhibit and Financial Statement Schedules

 i i

 CAUTIONARY
NOTE CONCERNING FORWARD-LOOKING STATEMENTS

 Certain
statements and information in this Annual Report may constitute "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act"), Section 21E of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995. These forward-looking statements
include, without limitation, statements concerning plans, objectives, goals, projections, strategies, future events, or performance,
and underlying assumptions and other statements, which are not statements of historical facts. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "expect," "plan,"
"anticipate," "believe," "estimate," "predict," "potential," or "continue,"
or other comparable terminology. These forward-looking statements are based on our current expectations and beliefs concerning future
developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and
when made, there can be no assurance that future developments affecting us will be those that we anticipate. Forward-looking statements
involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to
be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
Given these uncertainties, you should not place undue reliance on these forward-looking statements. Forward-looking statements represent
management's beliefs and assumptions only as of the date of this Annual Report. You should read this Annual Report completely and
with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we
assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from
those anticipated in these forward-looking statements, even if new information becomes available in the future.

 PART
I

 Item
1. Business

 Overview

 As
used in this Annual Report and unless otherwise indicated, the terms the "Company," "we", "us" and
"our" mean KeyStar Corp., a Nevada corporation formed on April 16, 2020.

 In the summer
of 2022, our business consisted solely of providing online retail sales of masks and similar products and convention
services (together, prior business).

 On
June 15, 2022, we hired a new Chief Executive Officer and Chief Financial Officer along with certain key employees of ZenSports,
Inc. to explore business opportunities related to software and mobile application development and services related to such
technology. 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 (B2B) 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, and to delegate any and all liabilities owed by us,
to TopSight Corporation, a company owned by Ms. 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.

 Suppliers
and Distribution

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

 Our
Technology and Product Development

 Through
technology asset purchases and strategic personnel hires, we have assembled a comprehensive platform capability that enables B2C offerings
within the online sports betting market. The strategic hires include highly capable product managers, software designers, developers,
and engineers. Our team continues to enhance the platform through new development and integration with, and for, strategic partners.

 Our
current offerings are built on an integrated proprietary platform using modern, native-mobile, and internet technologies that provide
flexibility in branding and deployment while addressing specific market requirements in an efficient manner.

 We
will continue to invest in our asset acquisitions from ZenSports ensuring that the needs of our target markets are addressed. Significant
effort is made in avoiding technical debt as we enhance and augment our market-leading technical and product roadmaps. Fortunately, we
do not have old legacy technology that restricts our speed to market and flexibility, reduces efficiency and increases cost, and forces
workarounds and limited features. As a fundamentally digital business, our foundational focus revolves around the features and data that
are desired by our end user, the sports betting players. Our integrated platform has been designed and built to be easily scalable, maintainable,
and supportable. This creates the ability to offer outstanding customer responsiveness and reduce friction and inefficiency within operations.

 While
some components of our operational matrix include 3rd party providers, principally data providers, the vast majority of our capabilities
are unique and have been developed internally. This proprietary nature of our technology provides a significant measure of control over
data, analytics, and marketing capabilities deployed natively in our integrated platforms. It further lends itself to advanced machine
learning and artificial intelligence across both our customer-facing functionality and our back-end infrastructure. Furthermore, it facilitates
our ability to manage data from a holistic perspective and streamline our regulatory compliance across various jurisdictions. This powerful
combination of features and data delivers significantly advanced automation and is incorporated for both enhanced user experience and
the ability to reward referrals and behavior while driving significant customer retention. As a result, lifetime customer value can be
tracked and grown organically within our solutions.

 Marketing

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

 Client
and User Acquisition and Retention

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

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

 E-commerce
Website and Mobile Apps

 We
have developed and deployed a KeyStar corporate website and a ZenSports sports betting website. A ZenSports sports betting mobile app
is available for download from the Apple App Store. A ZenSports Android mobile app is available for download from the ZenSports website.
We are currently working with Google to adhere to their modified approval process for downloading the Android app from the Google Play
Store.

 Distribution

 Our
distribution strategy is to focus solely on Tennessee in the short run, with plans to seek jurisdictional approval in multiple additional
U.S. Jurisdictions. As of early 2023, 33 states and the District of Columbia had legalized sports betting, including 24 jurisdictions
that allow online betting. We are in the process of identifying, budgeting, and securing funding for expansion into other jurisdictions.

 Competition

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

 Regulations

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

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

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

 Licensing
and Suitability Determinations

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

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

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

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

 We
currently are only licensed in Tennessee and have no other active licenses. We are in the process of identifying and executing license
applications in various states and jurisdictions within the U.S. In that regard we have hired a Chief Compliance Officer and engaged
legal counsel with specific expertise in this area.

 Data
Protection and Privacy

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

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

 Compliance

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

 Responsible
and Safer Gaming

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

 Intellectual
Property, Proprietary Rights, Patents, and Trademarks

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

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

 We
protect our intellectual property rights by relying on federal, state, and common law rights, including but not limited to registered
trademarks and copyright law, as well as contractual restrictions. We control access to our proprietary technology by entering into confidentiality
and invention assignment agreements with our employees and contractors, and confidentiality agreements with third parties. As we increase
our B2B business, we will also engage in monitoring the activities of third parties with respect to potential infringing uses of our
intellectual property.

 While
some intellectual property is best protected through trade secret and copywrite law, we expect that we may from time to time actively
seek patent protection covering inventions originating from us and, from time to time, review opportunities to acquire patents to the
extent we believe such patents may be useful or relevant to our business.

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

 Employees

 As
of June 30, 2023, we had a total of 13 employees and 7 consultants.

 Segments

 We
identify our reportable segments according to how the business activities are managed and evaluated, for which discrete financial information
is available and is regularly reviewed by our Chief Operating Decision Maker ("CODM") to allocate resources and assess performance.
Our chief operating decision maker is our sole Director, Bruce Cassidy.

 The
CODM reviews financial performance and allocates resources at a consolidated level on a regular basis. We have determined that during
the fiscal year ended June 30, 2023, we had one reportable segment consisting of multiple product offerings.

 Item
1A. Risk Factors

 Investing
in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together
with all of the other information in this Annual Report, including the consolidated financial statements, the notes thereto and the section
entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere
in this Annual Report before deciding whether to invest in shares of our common stock. The risks and uncertainties described below are
not the only ones we face. Additional risks and uncertainties that we are unaware of or that we deem immaterial may also become important
factors that adversely affect our business. If any of the following risks actually occur, our business, financial condition, results
of operations and future prospects could be materially and adversely affected. In that event, the market price of our common stock could
decline, and you could lose part or all of your investment.

 Risks
Related to Our Business and Industry

 Our
restatement of certain of our previously issued financial statements may impose unanticipated costs, affect investor confidence, and
cause reputational harm.

fiscal 2023, we corrected an accounting error related to the estimated value of the shares of Series B convertible preferred stock issued
and recorded in the year ended June 30, 2022. In February, 2024, management determined that the value of the shares and the corresponding
loss on debt extinguishment was overstated by $747,102.

 Therefore,
to correct this accounting error, we recorded an adjustment to equity and other losses in the amount of $747,102 at June 30, 2022. This
adjustment had no effect to the balance sheet or statement of operations for the year ended June 30, 2023.

 In
evaluating whether the previously issued Consolidated Financial Statements were materially misstated for the interim or annual periods
during the years ended June 30, 2023 and June 30, 2022, respectively, the Company applied the guidance of Financial Accounting Standards
Board ("FASB") Accounting Standards Codification ("ASC") 250, Accounting Changes and Error Corrections, SEC Staff
Accounting Bulletin ("SAB") Topic 1.M, Assessing Materiality, and SAB Topic 1.N, Considering the Effects of Prior Year Misstatements
when Quantifying Misstatements in Current Year Financial Statements and concluded that the effect of the errors on prior period annual
financial statements was material; and therefore as noted in SAB Topic 1.N. the Company has restated the June 30, 2022 consolidated financial
statements in accordance with FASB ASC 250-10-45-23.

 As
a result, we have incurred, and may continue to incur, unanticipated costs in connection with or related to the Restatements, as well
as any litigation or regulatory inquiries that may result and have resulted therefrom. In addition, the Restatements and any potential
related media coverage may negatively affect our relationships with customers and may also negatively affect investor confidence in the
accuracy of our financial disclosures and cause it reputational harm.

 Because
we have a limited operating history, you may not be able to accurately evaluate our operations.

 We
have a limited operating history upon which an evaluation of our business plan or performance and prospects can be made. The business
and prospects of KeyStar must be considered in the light of the potential problems, delays, uncertainties and complications encountered
in connection with a newly established business and new industry. The risks include, but are not limited to, the possibility that we
will not be able to raise sufficient capital to meet our ongoing operating needs and to fund our growth plans, develop functional and
scalable products and services, or that although functional and scalable, our products and services will not be economical to market;
that our competitors hold proprietary rights that preclude us from marketing such products; that our competitors market a superior or
equivalent product; that we are not able to upgrade and enhance our technologies and products to accommodate new features and expanded
service offerings; or the failure to receive necessary regulatory clearances for our products. To successfully introduce and market our
products at a profit, we must establish brand name recognition and competitive advantages for our products. There are no assurances that
we can successfully address these challenges. If unsuccessful with one or more of these issues, our business, financial condition and
operating results could be materially and adversely affected.

 Our
investors may lose their entire investment because our financial status creates a doubt whether we will continue as a going concern.

 We
have a limited operating history and have incurred recurring losses from operations. For the fiscal years ended June 30, 2023 and 2022,
we incurred a net loss of $11,337,876 and $715,974, respectively. Our auditors, in their opinion dated March 8, 2024 have included a going
concern paragraph. We do not have a history of generating revenues and only recently began to generate any revenues from our sports betting
operations, further our projected revenues do not currently cover our expenses and we are dependent on outside capital to continue our
operations. We may not be able to continue as a going concern without additional financing, and if such financing is not available to
us or is not available to us on acceptable terms, we may be forced to cease operations.

 We
are dependent on outside financing for continuation of our operations.

 Our
business is in start-up mode building out our platform capability. We are currently licensed for gambling only in Tennessee and as such,
we are currently generating di minimis revenues and in some instances losses from our sports betting App and are precluded from generating
any revenues from our gambling technology outside of Tennessee. We generate no other revenues and we are completely dependent on the
continued availability of financing in order to continue our business.

 We
are 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
our business plan. There can be no assurance that we will be successful in order to continue as a going concern. We are funding its initial
operations by a related party demand line of credit, a related party demand 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 stockholders, prospective new investors, and future revenues will provide the additional cash needed to meet our
obligations as they become due and will allow the expansion of the sports betting technology into additional jurisdictions. 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 us. Even
if we are 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 case of equity financing.

 Our
failure to obtain future financing or to produce levels of revenue to meet our financial needs could result in our inability to continue
as a going concern and, as a result, our investors could lose their entire investment.

 Reductions
in discretionary consumer spending could have an adverse effect on our business, financial condition, results of operations and prospects.

 Our
business is particularly sensitive to reductions from time to time in discretionary consumer spending. Demand for entertainment and leisure
activities, including online gaming, can be affected by changes in the economy and consumer tastes, both of which are difficult to predict
and beyond our control. Unfavorable changes in general economic conditions, including recessions, economic slowdowns, sustained high
levels of unemployment, and rising prices or the perception by consumers of weak or weakening economic conditions, may reduce our prospective
users' disposable income or result in fewer individuals engaging in entertainment and leisure activities. As a result, we cannot
ensure that demand for our offerings will materialize or remain constant. Adverse developments affecting economies throughout the world,
including a general tightening of availability of credit, decreased liquidity in certain financial markets, increased interest rates,
foreign exchange fluctuations, increased energy costs, acts of war or terrorism, transportation disruptions, natural disasters, declining
consumer confidence, sustained high levels of unemployment or significant declines in stock markets, as well as concerns regarding pandemics,
epidemics and the spread of contagious diseases, could lead to a further reduction in discretionary spending on leisure activities, such
as online gaming.

 Our
projections are subject to significant risks, assumptions, estimates and uncertainties, including assumptions regarding future legislation
and changes in regulations, both inside and outside of the U.S. As a result, our projected revenues, market share, expenses and profitability
may differ materially from our expectations.

 We
operate in rapidly changing and competitive industries and our projections are subject to the risks and assumptions made by management
with respect to our industries. Operating results are difficult to forecast because they generally depend on our assessment of the timing
of adoption of future legislation and regulations by different states, which are uncertain. Furthermore, if we invest in the development
of new products or distribution channels that do not achieve significant commercial success, whether because of competition or otherwise,
we may not recover the often substantial "up front" costs of developing and marketing those products and distribution channels
or recover the opportunity cost of diverting management and financial resources away from other products or distribution channels.

 Additionally,
as described above under "Reductions in discretionary consumer spending could have an adverse effect on our business, financial
condition, results of operations and prospects," our business may be affected by reductions in consumer spending from time to time
as a result of a number of factors which may be difficult to predict. This may result in decreased revenue levels, and we may be unable
to adopt measures in a timely manner to compensate for any unexpected shortfall in income. This inability could cause our operating results
in a given quarter to be higher or lower than expected. If actual results differ from our estimates, analysts may react negatively, and
our stock price could be materially impacted.

 Despite
our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee
error, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed,
publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings,
liability under laws that protect the privacy of personal information, and regulatory penalties, disruption of our operations and the
services we provide to users, damage to our reputation, and a loss of confidence in our products and services, which could adversely
affect our business.

 The
secure maintenance and transmission of user information is a critical element of our operations. Our information technology and other
systems that maintain and transmit user information, or those of service providers, business partners or employee information may be
compromised by a malicious third- party penetration of our network security, or that of a third-party service provider or business partner
or impacted by intentional or unintentional actions or inaction by our employees, or those of a third- party service provider or business
partner. As a result, our users' information may be lost, disclosed, accessed or taken without our users' consent. We expect
that we will be subject to attempts to gain unauthorized access to or through our information systems or those we develop for our customers,
whether by our employees or third parties, including cyber-attacks by computer programmers and hackers who may develop and deploy viruses,
worms or other malicious software programs. We cannot provide assurance that they will not have a material impact in the future.

 We
rely on encryption and authentication technology licensed from third parties in an effort to securely transmit confidential and sensitive
information, including credit card numbers. Advances in computer capabilities, new technological discoveries or other developments may
result in the whole or partial failure of this technology to protect transaction data or other confidential and sensitive information
from being breached or compromised. In addition, websites are often attacked through compromised credentials, including those obtained
through phishing and credential stuffing. Our security measures, and those of our third-party service providers, may not detect or prevent
all attempts to breach our systems, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering,
security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in or transmitted by
our websites, networks and systems or that we or such third parties otherwise maintain, including payment card systems, which may subject
us to fines or higher transaction fees or limit or terminate our access to certain payment methods. We and such third parties may not
anticipate or prevent all types of attacks until after they have already been launched. Further, techniques used to obtain unauthorized
access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers.

 In
addition, security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our
employees or by third parties. These risks may increase over time as the complexity and number of technical systems and applications
we use also increases. Breaches of our security measures or those of our third-party service providers or cybersecurity incidents could
result in unauthorized access to our sites, networks and systems; unauthorized access to and misappropriation of user information, including
users' personally identifiable information, or other confidential or proprietary information of ourselves or third parties; viruses,
worms, spyware or other malware being served from our sites, networks or systems; deletion or modification of content or the display
of unauthorized content on our sites; interruption, disruption or malfunction of operations; costs relating to breach remediation, deployment
of additional personnel and protection technologies, response to governmental investigations and media inquiries and coverage; engagement
of third-party experts and consultants; litigation, regulatory action and other potential liabilities. If any of these breaches of security
should occur and be material, our reputation and brand could be damaged, our business may suffer, we could be required to expend significant
capital and other resources to alleviate problems caused by such breaches, and we could be exposed to a risk of loss, litigation or regulatory
action and possible liability. We cannot guarantee that recovery protocols and backup systems will be sufficient to prevent data loss.
Actual or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies,
train employees and engage third-party experts and consultants. While we expect to obtain and maintain cybersecurity insurance coverage
that we believe is adequate for our business, such coverage may not cover all potential costs and expenses associated with cybersecurity
incidents that may occur in the future.

 In
addition, any party who is able to illicitly obtain a user's password could access the user's transaction data or personal
information, resulting in the perception that our systems are insecure. Any compromise or breach of our security measures, or those of
our third-party service providers, could violate applicable privacy, data protection, data security, network and information systems
security and other laws and cause significant legal and financial exposure, adverse publicity and a loss of confidence in our security
measures, which could have a material adverse effect on our business, financial condition, results of operations and prospects. We devote
significant resources to protect against security breaches or we may need to in the future to address problems caused by breaches, including
notifying affected subscribers and responding to any resulting litigation, which in turn, diverts resources from the growth and expansion
of our business.

 We
rely on other third-party service providers and if such third parties do not perform adequately or terminate their relationships with
us, our costs may increase and our business, financial condition and results of operations could be adversely affected.

 Our
success depends in part on our relationships with other third-party service providers. For example, we rely on third parties for content
delivery, load balancing and protection against distributed denial-of-service attacks. If those providers do not perform adequately,
our users may experience issues or interruptions with their experiences. Furthermore, if any of our partners terminates its relationship
with us or refuses to renew its agreement with us on commercially reasonable terms, we would need to find an alternate provider, and
may not be able to secure similar terms or replace such providers in an acceptable time frame. We also rely on other software and services
supplied by third parties, such as communications and internal software, and our business may be adversely affected to the extent such
software and services do not meet our expectations, contain errors or vulnerabilities, are compromised or experience outages. Any of
these risks could increase our costs and adversely affect our business, financial condition and results of operations. Further, any negative
publicity related to any of our third-party partners, including any publicity related to regulatory concerns, could adversely affect
our reputation and brand, and could potentially lead to increased regulatory or litigation exposure.

 We
incorporate technology from third parties into our offerings. We cannot be certain that our licensors are not infringing the intellectual
property rights of others or that the suppliers and licensors have sufficient rights to the technology in all jurisdictions in which
we may operate. Some of our license agreements may be terminated by our licensors for convenience. If we are unable to obtain or maintain
rights to any of this technology because of intellectual property infringement claims brought by third parties against our suppliers
and licensors or against us, or if we are unable to continue to obtain the technology or enter into new agreements on commercially reasonable
terms, our ability to develop our offerings containing that technology could be severely limited and our business could be harmed.

 Additionally,
if we are unable to obtain necessary technology from third parties, we may be forced to acquire or develop alternate technology, which
may require significant time and effort and may be of lower quality or performance standards. This would limit and delay our ability
to provide new or competitive offerings and increase our costs. If alternate technology cannot be obtained or developed, we may not be
able to offer certain functionality as part of our offerings, which could adversely affect our business, financial condition and results
of operations.

 If
Internet and other technology-based service providers experience service interruptions, our ability to conduct our business may be impaired
and our business, financial condition and results of operations could be adversely affected.

 A
substantial portion of our network infrastructure is provided by third parties, including Internet service providers and other technology-based
service providers. We require technology-based service providers to implement cyber-attack-resilient systems and processes. However,
if Internet service providers experience service interruptions, including because of cyber-attacks, or due to an event causing an unusually
high volume of Internet use (such as a pandemic or public health emergency), communications over the Internet may be interrupted and
impair our ability to conduct our business. Internet service providers and other technology-based service providers may in the future
roll out upgraded or new mobile or other telecommunications services, such as 5G or 6G services, which may not be successful and thus
may impact the ability of our users to access our offerings in a timely fashion or at all. In addition, our ability to process e-commerce
transactions depends on bank processing and credit card systems. To prepare for system problems, we continuously seek to strengthen and
enhance our current facilities and the capabilities of our system infrastructure and support. Nevertheless, there can be no assurance
that the Internet infrastructure or our own network systems will continue to be able to meet the demand placed on us by the continued
growth of the Internet, the overall online gaming industry and our users. Any difficulties these providers face, including the potential
of certain network traffic receiving priority over other traffic (i.e., lack of net neutrality), may adversely affect our business, and
we exercise little control over these providers, which increases our vulnerability to problems with the services they provide. Any system
failure as a result of reliance on third parties, such as network, software or hardware failure, including as a result of cyber-attacks,
which causes a loss of our users' property or personal information or a delay or interruption in our online services and products
and e-commerce services, including our ability to handle existing or increased traffic, could result in a loss of anticipated revenue,
interruptions to our offerings, cause us to incur significant legal, remediation and notification costs, degrade the customer experience
and cause users to lose confidence in our offerings, any of which could have a material adverse effect on our business, financial condition,
results of operations and prospects.

 We
may invest in or acquire other businesses, and our business may suffer if we are unable to successfully integrate acquired businesses
into our company or otherwise manage the growth associated with multiple acquisitions.

 As
part of our business strategy, we have made, and may continue to make, acquisitions as opportunities arise to add new or complementary
businesses, products, brands or technologies. In some cases, the costs of such acquisitions may be substantial, including as a result
of professional fees and due diligence efforts. There is no assurance that the time and resources expended on pursuing a particular acquisition
will result in a completed transaction, or that any completed transaction will ultimately be successful. In addition, we may be unable
to identify suitable acquisition or strategic investment opportunities or may be unable to obtain any required financing or regulatory
approvals, and therefore may be unable to complete such acquisitions or strategic investments on favorable terms, if at all. We may decide
to pursue acquisitions with which our investors may not agree, and we cannot assure investors that any acquisition or investment will
be successful or otherwise provide a favorable return on investment. In addition, acquisitions and the integration thereof require significant
time and resources and place significant demands on our management, as well as on our operational and financial infrastructure. In addition,
if we fail to successfully close transactions or integrate new teams, or integrate the products and technologies associated with these
acquisitions into our company, our business could be seriously harmed. Acquisitions may expose us to operational challenges and risks,
including:

 the
 ability to profitably manage acquired businesses or successfully integrate the acquired businesses' operations, personnel,
 financial reporting, accounting and internal controls, technologies, and products into our business;

 increased
 indebtedness and the expense of integrating acquired businesses, including significant administrative, operational, economic, geographic,
 or cultural challenges in managing and integrating the expanded or combined operations;

 entry
 into jurisdictions or acquisition of products or technologies with which we have limited or no prior experience, and the potential
 of increased competition with new or existing competitors as a result of such acquisitions;

 diversion
 of management's attention and the over-extension of our operating infrastructure and our management systems, information technology
 systems, and internal controls and procedures, which may be inadequate to support growth;

 the
 ability to fund our capital needs and any cash flow shortages that may occur if anticipated revenue is not realized or is delayed,
 whether by general economic or market conditions, or unforeseen internal difficulties; and

 the
 ability to retain or hire qualified personnel required for expanded operations.

 Our
acquisition strategy may not succeed if we are unable to remain attractive to target companies or expeditiously close transactions. Issuing
shares of common stock to fund an acquisition would cause economic dilution to existing stockholders. If we develop a reputation for
being a difficult acquirer or having an unfavorable work environment, or target companies view our common stock unfavorably, we may be
unable to consummate key acquisition transactions essential to our corporate strategy and our business may be seriously harmed.

 Our
growth prospects depend on the legal status of online sports betting and online gaming in various jurisdictions, predominantly within
the U.S., and legalization may not occur in as many states as we expect or may occur at a slower pace than we anticipate. Additionally,
even if jurisdictions legalize online sports betting and online gaming, this may be accompanied by legislative or regulatory restrictions
and/or taxes that make it impracticable or less attractive to operate in those jurisdictions, or the process of implementing regulations
or securing the necessary licenses to operate in a particular jurisdiction may take longer than we anticipate, which could adversely
affect our future results of operations and make it more difficult to meet our expectations for financial performance.

 A
number of states have legalized, or are currently considering legalizing, online sports betting and online gaming, and our business,
financial condition, results of operations and prospects are significantly dependent upon legalization of online sports betting and online
gaming. Our business plan is partially based upon the legalization of online sports betting and online gaming for a specific percentage
of the population on a yearly basis and the legalization may not occur as we have anticipated. Additionally, if a large number of additional
states or the federal government enact online sports betting and online gaming legislation and we are unable to obtain or are otherwise
delayed in obtaining the necessary licenses to operate online sports betting or online gaming websites in U.S. jurisdictions where such
games are legalized, our future growth in online sports betting and online gaming could be materially impaired.

 As
we enter into new jurisdictions, states or the federal government may legalize online sports betting and online gaming in a manner that
is unfavorable to us. As a result, we may encounter legal, regulatory, and political challenges that are difficult or impossible to foresee
and which could result in an unforeseen adverse impact on planned revenues or costs associated with the new opportunity. For example,
states may require us to have a relationship with a retail operator for online sports betting access, which tends to increase our costs
of revenue. States that have established state-run monopolies may limit opportunities for private sector participants like us. States
also impose substantial tax rates on online sports betting and online gaming revenue, in addition to the federal excise tax of 25 basis
points on the amount of each wager. As most state product taxes apply to various measures of modified gross profit, tax rates, whether
federal- or state-based, that are higher than we expect will make it more costly and less desirable for us to launch in a given jurisdiction,
while tax increases in any of our existing jurisdictions may adversely impact our profitability.

 Therefore,
even in cases in which a jurisdiction purports to license and regulate online sports betting or online gaming, the licensing and regulatory
regimes can vary considerably in terms of their business-friendliness and at times may be intended to provide incumbent operators with
advantages over new licensees. Therefore, some "liberalized" regulatory regimes are considerably more commercially attractive
than others.

 Failure
to comply with regulatory requirements in a particular jurisdiction, or the failure to successfully obtain a license or permit applied
for in a particular jurisdiction, could impact our ability to comply with licensing and regulatory requirements in other jurisdictions,
or could cause the rejection of license applications or cancellation of existing licenses in other jurisdictions, or could cause financial
institutions, online and mobile platforms, advertisers and distributors to stop providing services to us which we will need to rely upon
to receive payments from, or distribute amounts to, our users, or otherwise to deliver and promote our services.

 Compliance
with the various regulations applicable to online sports betting and online gaming is costly and time-consuming. Regulatory authorities
at the non-U.S., U.S. federal, state and local levels have broad powers with respect to the regulation and licensing of online sports
betting and online gaming operations and may refuse to issue, revoke, suspend, condition or limit our online sports betting or online
gaming licenses, impose substantial fines on us and take other actions, any one of which could have a material adverse effect on our
business, financial condition, results of operations and prospects. These laws and regulations are dynamic and subject to potentially
differing interpretations, and various legislative and regulatory bodies may expand current laws or regulations or enact new laws and
regulations regarding these matters. We will strive to comply with all applicable laws and regulations relating to our business. It is
possible, however, that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another
and may conflict with other rules. Non-compliance with any such law or regulations could expose us to claims, proceedings, litigation
and investigations by private parties and regulatory authorities, as well as substantial fines and negative publicity, each of which
may materially and adversely affect our business.

 Any
online sports betting or online gaming license could be denied, and if issued could be revoked, suspended, or conditioned at any time.
The loss of a license in one jurisdiction could trigger the loss of a license or affect our eligibility for such a license in another
jurisdiction, and any of such losses, or potential for such loss, could cause us to cease offering some or all of our offerings in the
impacted jurisdictions. We may be unable to obtain or maintain all necessary registrations, licenses, permits or approvals, and could
incur fines or experience delays related to the licensing process, which could adversely affect our operations. Our delay or failure
to obtain or maintain licenses in any jurisdiction may prevent us from distributing our offerings, increasing our customer base and/or
generating revenues. We cannot assure you that we will be able to obtain and maintain the licenses and related approvals necessary to
conduct our planned business operations. Any failure to obtain, maintain or renew licenses, registrations, permits or approvals could
have a material adverse effect on our business, financial condition, results of operations and prospects.

 The
success, including win or hold rates, of existing or future sports betting product offerings depends on a variety of factors and is not
completely controlled by us.

 The
sports betting industry is characterized by an element of chance. Accordingly, we employ theoretical win rates to estimate what a certain
type of sports bet, on average, will win or lose in the long run. Net win is impacted by variations in the hold percentage (the ratio
of net win to total amount wagered), or actual outcome, on our sports bets we offer to our users. We use hold percentage as an indicator
of a sports bet's performance against its expected outcome. Although each sports bet generally performs within a defined statistical
range of outcomes, actual outcomes may vary for any given period. In addition to the element of chance, win rates (hold percentages)
may also (depending on the game involved) be affected by the spread of limits and factors that are beyond our control, such as a user's
experience and behavior, the financial resources of users, the volume of bets placed and the amount of time spent engaging with our product
offering. As a result of the variability in these factors, the actual win rates on our sports bets may differ from the theoretical win
rates we have estimated and could result in the winnings of our users exceeding those anticipated. The variability of win rates (hold
rates) also has the potential to negatively impact our financial condition, results of operations, and cash flows.

 We
rely on third-party providers to validate the identity and identify the location of our users, and if such providers fail to perform
adequately or provide accurate information or we do not maintain business relationships with them, our business, financial condition
and results of operations could be adversely affected.

 There
is no guarantee that the third-party geolocation and identity verification systems that we rely on will perform adequately, or be effective.
We rely on our geolocation and identity verification systems to ensure we are in compliance with certain applicable laws and regulations,
and any service disruption to those systems would prohibit us from operating our product offerings, and would adversely affect our business.
Additionally, incorrect or misleading geolocation and identity verification data with respect to current or potential users received
from third-party service providers may result in us inadvertently allowing access to our product offerings to individuals who should
not be permitted to access them, or otherwise inadvertently deny access to individuals who should be able to access our product offerings,
in each case based on inaccurate identity or geographic location determination. Our third-party geolocation services provider relies
on its ability to obtain information necessary to determine geolocation from mobile devices, operating systems, and other sources. Changes,
disruptions or temporary or permanent failure to access such sources by our third-party services providers may result in their inability
to accurately determine the location of our users. Moreover, our inability to maintain our existing contracts with third-party services
providers, or to replace them with equivalent third parties, may result in our inability to access geolocation and identity verification
data necessary for our day-to-day operations. If any of these risks materializes, we may be subject to disciplinary action, fines or
lawsuits, and our business, financial condition and results of operations could be adversely affected.

 Our
business model depends upon the continued compatibility between our app and the major mobile operating systems and upon third-party platforms
for the distribution of our product offerings. If the Apple App Store, or the Google Play Store once we're approved, prevents users from
downloading our app or augments the restrictions on advertising to our users, our ability to grow our revenue, profitability and prospects
may be adversely affected.

 The
substantial majority of our users access our products primarily on mobile devices, and we believe that this will continue to be increasingly
important to our long-term success. Our business model depends upon the continued compatibility between our app and the major mobile
operating systems. Third parties with whom we do not have any formal relationships control the design of mobile devices and operating
systems. These parties frequently introduce new devices, and from time to time they may introduce new operating systems or modify existing
ones. Network carriers may also impact the ability to download apps or access specified content on mobile devices.

 In
addition, we rely upon third-party platforms for distribution of our product offerings. Our sports betting product is primarily distributed
through the Apple App Store and a traditional website. We are currently working with Google to adhere to their modified approval process
for downloading the Android app from the Google Play Store. We believe we will be approved by Google in the near future. The Google Play
Store and Apple App Store are global application distribution platforms and the main distribution channels for our apps. As such, the
promotion, distribution and operation of our apps are subject to the respective distribution platforms' standard terms and policies
for application developers, which are broad and subject to frequent changes and interpretation. Furthermore, the distribution platforms
may not enforce their standard terms and policies for application developers consistently and uniformly across all applications and with
all publishers.

 There
is no guarantee that popular mobile devices will start or continue to support or feature our product offerings, or that mobile device
users will continue to use our product offerings rather than competing product offerings. We are dependent on the interoperability of
our technology with popular mobile operating systems, technologies, networks and standards that we do not control, such as the Android
and iOS operating systems, and any changes, bugs, technical or regulatory issues in such systems, our relationships with mobile manufacturers
and carriers, or in their terms of service or policies that degrade our product offerings' functionality, reduce or eliminate our ability
to distribute our product offerings, give preferential treatment to competitive product offerings, limit our ability to deliver high
quality product offerings, or impose fees or other charges related to delivering our product offerings, could adversely affect our product
offering usage and monetization on mobile devices.

 Moreover,
our sports betting product requires high-bandwidth data capabilities in order to place time-sensitive bets. If the growth of high-bandwidth
capabilities, particularly for mobile devices, is slower than we expect, our user growth, retention, and engagement may be seriously
harmed. Additionally, to deliver high-quality content over mobile cellular networks, our product offerings must work well with a range
of mobile technologies, systems, networks, regulations, and standards that we do not control. In particular, any future changes to the
iOS or Android operating systems may impact the accessibility, speed, functionality, and other performance aspects of our product offerings,
which issues are likely to occur in the future from time to time. In addition, the adoption of any laws or regulations that adversely
affect the growth, popularity, or use of the Internet, including laws governing Internet neutrality, could decrease the demand for our
product offerings and increase our cost of doing business. Specifically, any laws that would allow mobile providers in the United States
to impede access to content, or otherwise discriminate against content providers like us, such as providing for faster or better access
to our competitors, over their data networks, could have a material adverse effect on our business, financial condition, results of operations
and prospects.

 Furthermore,
we may not successfully cultivate relationships with key industry participants or develop product offerings that operate effectively
with these technologies, systems, networks, regulations, or standards. If it becomes more difficult for our users to access and use our
product offerings on their mobile devices, if our users choose not to access or use our product offerings on their mobile devices, or
if our users choose to use mobile product offerings that do not offer access to our product offerings, our user growth, retention, and
engagement could be seriously harmed.

 In
addition, if any of the third-party platforms used for distribution of our product offerings were to limit or disable advertising on
their platforms, either because of technological constraints or because the owners of these distribution platforms wished to impair our
ability to serve ads on them, our ability to generate revenue could be harmed. Also, technologies have been, and may continue to be,
developed by companies, such as Apple and Google, that, among other things, block or limit the display of our advertisements and some
or all third-party cookies on mobile and desktop devices, limit cross-site and cross-device attribution, prevent measurement outside
a narrowly-defined attribution window and prevent advertisement re-targeting and optimization. These developments could require us to
make changes to how we collect information on, and track the actions of, our users and impact our marketing activities. While these changes
have not had a material adverse impact on our business to date, they could materially impact the way we do business in the future, and
if we or our advertising partners are unable to quickly and effectively adjust to new changes, there could be an adverse effect on our
business, financial condition, results of operations or prospects.

 Our
growth prospects and market potential will depend on our ability to obtain licenses to operate in a number of jurisdictions, and if we
fail to obtain and subsequently maintain such licenses, our business, financial condition, results of operations and prospects could
be impaired.

 Our
ability to grow our business will depend on our ability to obtain and maintain licenses to offer our product in a large number of jurisdictions
or in heavily populated jurisdictions. Regulated gaming license applications and audits frequently involve an in-depth suitability review
of the applicant's business and operations and associated individuals including certain officers, directors, key employees and
significant stockholders. These applications and audits take substantial time to prepare, submit, and complete, often requiring the production
of multiple years' worth of business and personal financial records and disclosures which take considerable time to compile, followed
by the regulator's investigatory process which may take months to complete. If we fail to obtain and maintain licenses in large
jurisdictions or in a greater number of mid-market jurisdictions, this may prevent us from expanding the footprint of our product offerings,
increasing our user base and/or generating revenues. We cannot be certain that we will be able to obtain and maintain licenses and related
approvals necessary to conduct our sports betting operations in a timely manner or at all. Any failure to obtain and maintain licenses,
registrations, permits or approvals could have a material adverse effect on our business, financial condition, results of operations
and prospects.

 Palpable
(obvious) errors in odds making may occasionally occur in the normal course of business, sometimes for large liabilities. While it is
a worldwide standard business practice to void bets associated with palpable errors or to correct the odds, there is no guarantee regulators
will approve voiding palpable errors in every case.

 Our
sports betting product offers a competitive set of bet offerings involving popular professional sports leagues within the United States,
and limited offerings for most international sports leagues. Odds are set through a combination of algorithmic and manual odds making.
Bet acceptance is always a manual process performed by the customer. In some cases, the odds offered on our sport betting product constitute
an obvious error. Examples of such errors are inverted lines between teams, or odds that are significantly different from the true odds
of the outcome in a way that all reasonable persons would agree is an error. It is generally commonplace worldwide for operators to void
bets associated with such palpable errors, and, in most mature jurisdictions, these bets can be voided without regulatory approval at
operator discretion. In the U.S., it is unclear long term if state-by-state regulators will consistently approve the voiding of bets
or re-setting odds to correct odds on such bets. In some cases, we require regulatory approval to void palpable errors ahead of time.
If regulators were to not allow voiding of bets associated with large obvious errors in odds making, we could be subject to covering
significant liabilities.

 Negative
events or negative media coverage relating to, or a declining popularity of, sports betting, online sports betting or the underlying
sports or athletes in general, or other negative coverage may adversely impact our ability to retain or attract users, which could have
an adverse impact on our business.

 Public
opinion can significantly influence our business. Unfavorable publicity regarding us, for example, our product changes, product quality,
litigation, or regulatory activity, or regarding the actions of third parties with whom we have relationships or the underlying sports
(including declining popularity of the sports or athletes) could seriously harm our reputation. In addition, a negative shift in the
perception of sports betting by the public or by politicians, lobbyists or others could affect future legislation of sports betting,
which could cause jurisdictions to abandon proposals to legalize sports betting, thereby limiting the number of jurisdictions in which
we are permitted to operate. Furthermore, illegal betting activity by athletes could result in negative publicity for our industry and
could harm our brand reputation. Negative public perception could also lead to new restrictions on, or the prohibition of, sports betting
in jurisdictions in which we currently operate. Such negative publicity could also adversely affect the size, demographics, engagement
and loyalty of our customer base and result in decreased revenue or slower user growth rates, which could seriously harm our business.

 Given
our business, we may be the subject of governmental investigations and inquiries with respect to the operation of our businesses and
we could be subject to future governmental investigations and inquiries, legal proceedings, and enforcement actions. Any such investigation,
inquiry, proceeding or action could adversely affect our business.

 We
may receive formal and informal inquiries from time to time, from government authorities and regulators, including tax authorities and
gaming regulators, regarding compliance with laws and other matters, particularly as we grow and expand our operations. Violation of
existing or future regulations, regulatory orders or consent decrees could subject us to substantial monetary fines and other penalties
that could negatively affect our financial condition and results of operations. In addition, it is possible that future orders issued
by, or inquiries or enforcement actions initiated by, government or regulatory authorities could cause us to incur substantial costs,
expose us to unanticipated liability or penalties, or require us to change our business practices in a manner materially adverse to our
business.

 We
may have difficulty accessing the service of banks, credit card issuers and payment processing services providers, which may make it
difficult to sell our products and services.

 Although
financial institutions and payment processors are permitted to provide services to us and others in our industry, banks, credit card
issuers and payment processing service providers may be hesitant to offer banking and payment processing services to online sports betting
and online gaming businesses. Consequently, those businesses involved in our industry, including our own, may encounter difficulties
in establishing and maintaining banking and payment processing relationships with a full scope of services and generating market rate
interest. If we were unable to maintain our bank accounts or our users were unable to use their credit cards, bank accounts or e-wallets
to make deposits and withdrawals from our offerings it would make it difficult for us to operate our business, increase our operating
costs, and pose additional operational, logistical and security challenges which could result in an inability to implement our business
plan.

 If
we are unable to hire and retain key personnel, we may not be able to implement our business plan.

 Due
to the specified nature of our business, having certain key personnel is essential to the development and marketing of the products and
services we plan to sell and thus to the entire business itself. Our officer and director, Bruce Cassidy, is instrumental in the viability
of our business and our future success. Consequently, the loss of this individual may have a substantial effect on our future success
or failure. We may have to recruit qualified personnel with competitive compensation packages, equity participation, and other benefits
that may affect the working capital available for our operations. Management may have to seek to obtain outside independent professionals
to assist them in assessing the merits and risks of any business proposals as well as assisting in the development and operation of many
company projects. No assurance can be given that we will be able to obtain such needed assistance on terms acceptable to us. Our failure
to attract additional qualified employees or to retain the services of key personnel could have a material adverse effect on our operating
results and financial condition.

 Our
commercial success depends significantly on our ability to develop and commercialize our products without infringing the intellectual
property rights of third parties.

 Our
commercial success will depend, in part, on operating our business without infringing the trademarks or proprietary rights of third parties.
Third parties that believe we are infringing on their rights could bring actions against us claiming damages and seeking to enjoin the
development, marketing and distribution of our products. If we become involved in any litigation, it could consume a substantial portion
of our resources, regardless of the outcome of the litigation. If any of these actions are successful, we could be required to pay damages
and/or to obtain a license to continue to develop or market our products, in which case we may be required to pay substantial royalties.
However, any such license may not be available on terms acceptable to us or at all. Ultimately, we could be prevented from commercializing
a product or forced to cease some aspect of our business operations as a result of patent infringement claims, which would harm our business.

 Because
the Chairman of the Board beneficially owns stock representing a majority of the total voting power of our outstanding stock, you may
not have any influence in the corporate decisions of the company, including the election of directors.

 As
of February 29, 2024 our current Chairman of the Board, Bruce Cassidy, through his companies Eagle Investment Group, LLC, Excel Family
Partners, LLLP and Excel Members, LLC, beneficially owns outstanding voting securities representing 63.55% of the total voting power
of our outstanding common stock and preferred stock. Currently, there are 67,821,632 shares of common stock outstanding that entitle
the holders to 1 vote per share for a total of 67,821,632 votes. We also have 11,693 shares of Series B preferred stock outstanding that
have the right to 100 votes per share for a total of 1,169,300 votes, and 2,499,998 shares of Series C preferred stock outstanding that
have the right to 1 vote per share for a total of 2,499,998 votes. Thus, there are a total of 71,490,930 total votes available and Mr.
Cassidy controls 45,430,598 votes for 63.55% voting power over the company.

 As
a result, Mr. Cassidy has a majority of the voting power in all matters submitted to our stockholders for approval including:

 Election
 of members of the Board;

 Removal
 of any of our directors;

 Amendment
 of our Certificate of Incorporation or bylaws;

 Adoption
 of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving
 us.

 As
a result of his ownership and position, Mr. Cassidy is able to substantially influence all matters requiring stockholder approval, including
the election of directors and approval of significant corporate transactions. In addition, the future prospect of sales of significant
amounts of shares held by Mr. Cassidy could affect the market price of our common stock if the marketplace does not orderly adjust to
the increase in shares in the market and the value of your investment in our company may decrease. Mr. Cassidy's stock ownership
may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce
our stock price or prevent our stockholders from realizing a premium over our stock price.

 Compliance
with changing regulation of corporate governance and public disclosure may result in additional expenses.

 Changing
laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and
new SEC regulations, are creating uncertainty for companies such as ours. These new or changed laws, regulations and standards are subject
to varying interpretations in many cases due to their lack of specificity, and as a result, their application in practice may evolve
over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance
matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We are committed to maintaining high
standards of corporate governance and public disclosure. As a result, we intend to invest resources to comply with evolving laws, regulations
and standards, and this investment may result in increased general and administrative expenses and a diversion of management time and
attention from revenue-generating activities to compliance activities. If our efforts to comply with new or changed laws, regulations
and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, our reputation
may be harmed.

 If
we fail to comply with the new rules under the Sarbanes-Oxley Act related to accounting controls and procedures, or if material weaknesses
or other deficiencies are discovered in our internal accounting procedures, our stock price could decline significantly.

404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal controls over financial
reporting and a report by our independent auditors addressing these assessments. Based on our assessments and those criteria,
management determined that our internal controls over financial reporting were not effective as of June 30, 2023, material
weaknesses exist in the Company's internal control over financial reporting and disclosures. This could cause investors to
lose confidence in our Company and result in a decline in our stock price and consequently affect our financial condition. In
addition, if we fail to enhance and improve the adequacy of our internal controls, we may not be able to ensure that we can
conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the
Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us
to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial
reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported
financial information, and the trading price of our Common Stock could drop significantly. In addition, we cannot be certain that
additional material weaknesses or significant deficiencies in our internal controls will not be discovered in the future.

 As
an "emerging growth company" under the JOBS Act, we are permitted to rely on exemptions from certain disclosure requirements.

 We
qualify as an "emerging growth company" under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions
from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

 have
 an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

 comply
 with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation
 or a supplement to the auditor's report providing additional information about the audit and the consolidated financial statements
 (i.e., an auditor discussion and analysis);

 submit
 certain executive compensation matters to stockholder advisory votes, such as "say-on-pay" and "say-on-frequency;"
 and

 disclose
 certain executive compensation related items such as the correlation between executive compensation and performance and comparisons
 of the Chief Executive's compensation to median employee compensation.

 In
addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period
provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging
growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We have elected to take advantage of the benefits of this extended transition period. Our consolidated financial statements may therefore
not be comparable to those of companies that comply with such new or revised accounting standards.

 We
will remain an "emerging growth company" until the earliest of: (i) the last day of the first fiscal year in which our total
annual gross revenues exceed $1.07 billion; (ii) the date that we become a "large accelerated filer" as defined in Rule 12b-2
under the Exchange Act, which would occur if the market value of our ordinary shares that is held by non-affiliates
exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; (iii) the date on which we have
issued more than $1 billion in non-convertible debt during the preceding three year period; or (iv) June 30, 2026. Even if we no longer
qualify for the exemptions for an emerging growth company, we may still be, in certain circumstances, subject to scaled disclosure requirements
as a smaller reporting company. For example, smaller reporting companies, like emerging growth companies, are not required to provide
a compensation discussion and analysis under Item 402(b) of Regulation S-K or auditor attestation of internal controls over financial
reporting.

 Until
such time, however, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions.
If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and
our stock price may be more volatile.

 Risks
Related to Our Securities

 Our
common stock price may be volatile and could fluctuate widely in price, which could result in substantial losses for investors.

 The
market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors,
many of which are beyond our control, including:

 technological
 innovations or new products and services by us or our competitors;

 government
 regulation of our products and services;

 the
 establishment of partnerships with other technology companies;

 intellectual
 property disputes;

 additions
 or departures of key personnel;

 sales
 of our common stock

 our
 ability to integrate operations, technology, products and services;

 our
 ability to execute our business plan;

 operating
 results below expectations;

 loss
 of any strategic relationship;

 industry
 developments;

 economic
 and other external factors; and

 period-to-period
 fluctuations in our financial results.

 Because
we are an emerging growth company with nominal revenues to date, you should consider any one of these factors to be material. Our stock
price may fluctuate widely as a result of any of the above. In addition, the securities markets have from time-to-time experienced significant
price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may
also materially and adversely affect the market price of our common stock.

 We
have not paid cash dividends in the past and do not expect to pay cash dividends in the future on our common stock. Any return on investment
may be limited to the value of our common stock.

 We
have never paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. The payment
of cash dividends on our common stock will depend on earnings, financial condition and other business and economic factors at such time
as the board of directors may consider relevant. If we do not pay cash dividends, our common stock may be less valuable because a return
on your investment will only occur if its stock price appreciates.

 Our
shares will be subject to the Penny Stock Reform Act, which will affect your ability to sell your shares in any secondary market, which
may develop. If our shares are not listed on a nationally approved exchange or NASDAQ, we do not meet certain minimum financing requirements,
or have a bid price of at least $5.00 per share, they will likely be defined as a "penny stock". Broker-dealer practices,
in connection with transactions in "penny stocks", are regulated by the SEC. Rules associated with transactions in penny
stocks include the following:

 the
 delivery of standardized risk disclosure documents;

 the
 provision of other information such as current bid/offer quotations, compensation to be provided broker-dealer and salesperson, monthly
 accounting for penny stocks held in the customers' account;

 written
 determination that the penny stock is a suitable investment for purchaser;

 written
 agreement to the transaction from purchaser; and

 a
 two-business day delay prior to execution of a trade

 These
disclosure requirements and the wide fluctuations that "penny stocks" often experience in the market may make it difficult
for you to sell your shares in any secondary market, which may develop.

 Rule
144 sales in the future may have a depressive effect on our stock price as an increase in supply of shares for sale, with no corresponding
increase in demand will cause prices to fall.

 All
of the outstanding shares of common stock held by the present officers, directors, and affiliate stockholders are "restricted securities"
within the meaning of Rule 144 under the Securities Act. As restricted shares, these shares may be resold only pursuant
to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the
Act and as required under applicable state securities laws. Rule 144 provides in essence that a person who is an affiliate or officer
or director who has held restricted securities for six months may, under certain conditions, sell every three months, in brokerage transactions,
a number of shares that does not exceed the greater of 1.0% of a company's outstanding common stock. There is no limit on the amount
of restricted securities that may be sold by a non-affiliate after the owner has held the restricted securities for a period of six months
if the company is a current reporting company under the 1934 Act. A sale under Rule 144 or under any other exemption from the Act, if
available, or pursuant to subsequent registration of shares of common stock of present stockholders, may have a depressive effect upon
the price of the common stock in any market that may develop.

 FINRA
sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

 In
addition to the "penny stock" rules described above, the Financial Industry Regulatory Authority (FINRA) has adopted rules
that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers
must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and
other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced
securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend
that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market
for our shares.

 Item
1B. Unresolved Staff comments

 None

 Item
2. Properties

 Currently,
we do not own any real estate, but are on a month-to-month lease for limited office space in Miami, Florida. We are headquartered at
78 SW 7th Street, Suite 500, Miami, Florida 33130. Our phone number: (866) 783-9435

 We
believe that our current lease is adequate for our current needs, but growth potential may require larger facilities due to anticipated
addition of personnel. We do not have any policies regarding investments in real estate, securities or other forms of property.

 Item
3. Legal Proceedings

 On
February 23, 2024, ZenSports, Inc. filed a Complaint and Demand for Arbitration against us with the American Arbitration Association,
Las Vegas Regional Office. In the complaint, ZenSports alleges that we made misrepresentations of material facts and engaged in deceptive
trade practices in connection with our purchase of certain assets from ZenSports pursuant to an asset purchase agreement dated August
26, 2022. ZenSports is requesting an award of recission damages in the amount of $6,500,000, plus three times that amount as treble damages
pursuant to Nevada Revised Statutes 598A.210. We believe the claims made by ZenSports are without merit and we intend to vigorously refute
such claims. The ultimate outcome of this arbitration proceeding cannot presently be determined. However, in management's opinion,
the likelihood of a material adverse outcome is remote. Accordingly, adjustments, if any, that might result from the resolution of this
matter have not been reflected in the financial statements.

 Item
4. Mine Safety Disclosures

 Not
applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

 Market
Information

of our common stock are listed for quotation on the OTC Markets Group's Pink Open Market under the symbol "KEYR." Our
shares, however, are not actively traded and there is currently no established public trading market for our shares of common stock.
Any quotations that do occur reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent
actual transactions.

 Holders
of Our Common Stock

 As
of February 29 2024, we had 67,821,632 shares of our common stock issued and outstanding, held by approximately 62 stockholders of record.

 Dividends

 We
currently intend to retain future earnings for the operation of our business. We have never declared or paid cash dividends on our common
stock, and we do not anticipate paying any cash dividends in the foreseeable future.

 In
the event that a dividend is declared, common stockholders on the record date are entitled to share ratably in any dividends that may
be declared from time to time on the common stock by the Board from funds legally available.

 There
are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends. The Nevada Revised Statutes,
however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

 1.

 We
 would not be able to pay our debts as they become due in the usual course of business; or

 2.

 Our
 total assets would be less than the sum of our total liabilities, plus the amount that would be needed to satisfy the rights of shareholders
 who have preferential rights superior to those receiving the distribution.

 Recent
Sales of Unregistered Securities

our fiscal year ended June 30, 2023, all sales of equity securities that were not registered under the Securities Act were previously
reported in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.

 Purchase
of Equity Securities by the Issuer and Affiliated Purchasers

 We
did not purchase any of our shares of our equity securities that are registered by us pursuant to Section 12 of the Exchange Act during
our fourth quarter of our fiscal year ended June 30, 2023.

 Item
6. Selected Financial Data

 Not
required under Regulation S-K for "smaller reporting companies."

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 The
following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated
financial statements and the related notes thereto and other financial information appearing elsewhere in this Annual Report. The following
discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially
from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed
below and elsewhere in this Annual Report, particularly in the section titled "Risk Factors."

 Results
of Operations

 Fiscal
Year Ended June 30, 2023, Compared to Fiscal Year Ended June 30, 2022

 Revenues
and Costs of Revenues

 Net
Gaming Revenues (Loss) for the years ended June 30, 2023, and 2022 were $(36,789) and $-0-, respectively. Costs of revenues for the years
ended June 30, 2023, and 2022 were $46,820 and $-0-, respectively. Our gross gaming revenue loss and negative gross margin for the year
ended June 30, 2023 compared to June 30, 2022 is as a result of commencing of sports betting on June 8, 2023 compared to no sports betting
operations during the year ended June 30, 2022. On September 15, 2022, we entered into an agreement to assign all of the prior business'
(discontinued operations) rights including certain assets and liabilities to TopSight, a company owned by Zixiao Chen, the Company's
former Chief Financial Offer.

 The
assets and liabilities of our discontinued operations as of June 30, 2022, are included in the balance sheet for comparative purposes
as the assets and liabilities for the three months ended have been adjusted to reflect the assignment to TopSight and are included in
gain on assignment of assets in the statement of operations.

 Revenues,
cost of revenues, and operating expenses from our prior business were all related to sales of KN95 masks and similar products, and
convention services, and resulted in a net income (loss) from discontinued operations, net of income taxes of ($9,380) and $13,836 for
the years ended June 30, 2023, and 2022, respectively. These results are not considered material to management's discussion and
analysis of financial condition and results of operations.

 Operating
Expenses

 Salaries
and wages of $5,477,939 were incurred during the year ended June 30, 2023, compared to $264,212 during the year ended June 30, 2022.

 The
$5,213,727 increase is primarily due to our having a full workforce in place during 2023 moving the company toward our goal of readying
our technology, fundraising, closing two acquisitions, creating marketing programs all in anticipation and successfully securing approval
for sports betting license in Tennessee in May 2023. Compared to the year ended June 30, 2022, whereby we hired two new executives and
key personnel on June 16, 2022, as part of our transition from our prior business to our current business.

 Included
in the 2023 Salaries and wages are bonuses of $425,000 paid to Mr. Linss and $50,000 paid to Mr. Thomas, our former Chief Executive Officers,
respectively, pursuant to their respective employment agreements, $269,000 to Mr. Linss for severance, excluding employer taxes, and
non-cash compensation totaling $1,161,669 of which $894,000 was for 2,980,000 shares of Series C preferred stock granted to Mr. Linss
per the terms of his employment agreement, $94,750 and $23,687 in vested incentive stock options for Mr. Thomas and Mr. Fidaleo, our
former Chief Financial Officer, respectively, $1,030,593 paid to key employees upon successful acquisition of ZenSports, Inc., assets,
and $149,231 in vested incentive stock options for all other employees and contractors were included in salaries and wages.

 General
and Administrative Expenses

 General
and administrative costs for the years ended June 30, 2023, and 2022 were $1,880,658 and $382,550, respectively.

 The
$1,498,108 increase was primarily due to legal and professional fees of $710,639 associated with our acquisitions, financings, licensing
and increased SEC reporting requirements during 2023 compared $389,788 in legal and professional fees during 2022, which were principally
related to funding raises, and exploring and hiring personnel as part of the transition from our prior business to our current business.
The remaining increase is primarily related to $526,861 for hosting costs of our technology, $394,373 from software as a service providers
("SAAS") both related to our development and delivery capabilities of our technology, office rents of $55,615, accounting
related SAAS costs of $33,155, business taxes of $16,149 with the remainder primarily related to travel and entertainment and office
related supplies and services incurred during 2023.

 Depreciation
and Amortization

 Depreciation
and amortization for the years ended June 30, 2023, and 2022 were $104,484 and $-0-, respectively.

 The
increase is principally related to amortizable costs of acquired assets and capitalized internally developed software being placed in
service upon commencement of Sports Betting operations on June 8, 2023, compared to no depreciable or amortizable assets owned during
2022.

 Other
Expenses

 Total
other expenses for the years ended June 30, 2023, and 2022 were $3,456,490 and $83,048, respectively.

 The
$3,373,442 increase is primarily due to the recording of amortization of debt issuance costs related to the modified line of credit in
the amount of $1,952,708 and the change in fair value of the derivative liability of $970,760 in the year ended June 30, 2023. The related
party non-revolving second amended demand line of credit note ("LOC") was exchanged and modified on substantially different
terms from the note it replaced and as such is treated as a modification of debt. The excess of the carrying amount of the amended note
was based on the combined fair value of the conversion option of $5,888,692 and the fair value of the warrant of $1,736,167 which totals
$7,624,859. The 970,760 loss on change in fair value of the derivative was recorded during 2023 compared to $-0- for 2022. The derivative
is related to a conversion feature associated with the LOC which is remeasured each reporting period. The loss on extinguishment of debt
for 2022 was recorded as part of a transaction where the related party noteholder Zixiao Chen, our former Chief Financial Officer, transferred
her ownership in a $10,000 convertible note payable to another entity that is controlled by Bruce Cassidy, our former Chief Executive
Officer through June 14, 2022, our Chairman of the Board. The Company and the new noteholder mutually agreed to allow the note to be
converted into Series B preferred stock at the conversion price of $1.00 per share. The principal balance and accrued interest were converted
into 11,693 shares of Series B preferred stock. The fair value of the stock was $85,898, and we recorded a loss on the extinguishment
of debt of $74,205.

 In
addition, interest expense for 2023 increased by $525,048 compared to 2022. The increase in Interest expense is comprised of an increase
in related party interest of $493,161 and an increase in non-related party interest of $31,887. The related party interest increase was
as a result on the increase in both principal and interest rate (from 5% to 15%) on the LOC and the addition of a new $1,600,000 related
party short term demand note payable. The non-related party increase was as a result of the $1,700,000 note payable issued as part of
the purchase of Series C preferred stock from Mr. Linss our former Chief Executive Officer.

 Net
Loss

 Our
net loss for the years ended June 30, 2023, and 2022 was $11,337,876 and $715,974, respectively.

 The
significant increase in the net loss is primarily related to the complete transition from our prior business, which was in operation
for all of 2022 compared to 2023 for which our prior business had limited operations and was spun off in September 2022. Our current business operations focused on sports betting went live on June 8, 2023. As a result of the transition of the business, we
incurred the above-noted increases in both cash and non-cash operating and other expenses.

 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 Gaming
licenses.

 As
of June 30, 2023, and June 30, 2022, we had total current assets of $1,549,684, and $76,296, a working capital deficit of $13,335,862,
and $537,113, respectively.

 Net
cash used in operating activities during the year ended June 30, 2023, was $6,795,123 compared to $280,596, for the year ended June 30,
2022.

 The
$6,514,527 increase in negative operating cash flow from operations during the year ended June 30, 2023, as compared to the year ended
June 30, 2022, is principally the result of the $10,621,902 increase in net loss principally related to an increase in salaries and wages
of $5,213,727, a $1,498,108 increase in general and administrative costs, a $276,783 increase in Sales and Marketing costs and an increase
in depreciation and amortization of $104,484. All increases are as a result of our transition from our prior business to our current
business, whereby we had only hired new employees and commenced planning and strategy on June 16, 2022 compared to a full years of operations
resulting in our obtaining our gaming license in Tennessee in May 2023 and going live with our sports betting app in Tennessee in June
2023.

 As
a result of the transition to our current business our net cash flows used in prepaid and other current assets increased by $1,202,758
during 2023 compared to 2022 primarily as a result of the payment of $750,000 prepaid annual gaming license and obtaining and prepaying
a portion of cyber and E&O insurance.

 Our
cash flows from accounts payable and accrued expenses increased by $526,084 during 2023 compared to 2022 primarily as a result of an
increase in legal and other professional fees and the recording of the $262,834 remaining balance on a onetime loss contract write-off.
The increase in legal and professional fees is associated with the acquisition of the ZenSports assets, and the acquisition of the Ultimate
Gamer assets in a common control transaction, multiple other potential acquisition targets, multiple fundraises, initial multi-jurisdictional
gaming license forays, and multiple Securities and Exchange commission filings. The increase in accounts payable is also due to our general
and securities council having provided us with generous informal extended payment terms to support our start-up and growth, we do not
know if or for how long they will continue to provide extended payment terms. The onetime loss contract write-off is a result of entering
into a 5-year web hosting agreement during 2022 with a company that management believed would be able to provide hosting simultaneously
in Nevada, and multiple other domestic and internal jurisdictions at a favorable rate to support or then business plan. As part of our
CEO transition in January 2023, our business plan was adjusted to focus solely on obtaining a gaming license in Tennessee and forgoing
expansion into any other jurisdictions for the foreseeable future. In the fourth quarter 2023, we were informed by Tennessee that our
chosen web hosting vendor was not approved for hosting sports betting in Tennessee, as such we had to attain and contract with a Tennessee
approved web hosting vendor and abandon the use of our previously contracted vendor. As such, we entered into negotiations for a payoff
and have fully expensed and accrued the remaining contracted costs of the contract, we have not yet come to a payoff agreement.

 Our
cash flows from accrued expenses related-party increased by $287,915 during 2023 compared to 2022, primarily as a result of the increase
in accrued interest associated with the increase in related party borrowings on the LOC and notes payable. Our cash flows from players
balances increased by $175,831 during 2023 compared to 2022, as result of our going live with sports betting during June 2023.

 Net
cash used in investing activities during the year ended June 30, 2023, was $1,704,014 compared to $-0- for the year ended June 30, 2022.

 The
increase is principally related to the $750,000 cash paid to acquire certain assets of ZenSports, Inc., the investment of $816,697 in
capitalized software, including $768,456 of salaries and wages for the enhancement of our internally developed proprietary sports betting
software and the investment of $135,837 in capitalized gaming license costs, primarily legal and professional fees associated with obtaining
our gaming license from Tennessee.

 Net
cash provided by financing activities during the year ended June 30, 2023, was $8,788,292 compared to $258,272 for the year ended June
30, 2022.

 The
$8,530,020 increase in net cash provided from financing activities during the year ended June 30, 2023, as compared to the year ended
June 30, 2022, was principally the result of the receipt of $2,767,500 in proceeds from the issuance of common stock during 2023 compared
to $-0- during 2022. The receipt of net proceeds of 452,760 from sales and purchases of Series C convertible preferred stock, comprised
of $650,000 in proceeds from the issuance of Series C convertible preferred stock plus $102,760 in proceeds from the Series C convertible
preferred stock subscriptions receivable, offset by $300,000 paid to repurchase Series C convertible preferred stock during 2023, compared
$97,240 in proceeds during 2022. The receipt of $3,685,338 in proceeds from the increase in the related party demand line of credit during
2023 compared to an increase of $166,539 during 2022. The receipt of $1,600,000 in proceeds from a short-term related party demand note
payable during 2023 compared to $-0- during 2022.

 We
were incorporated on April 16, 2020, and started transitioning away from our prior business in the summer of 2022. As part of our
transition to our current business, on August 26, 2022, we entered into an Asset Purchase Agreement to purchase certain technology
assets from ZenSports, Inc. We purchased the assets so we could offer gambling and entertainment opportunities through technology,
principally online gaming technology and use of the name ZenSports.

 On
September 12, 2022, we entered into an Asset Purchase Agreement with Excel Members, LLC, a company controlled by Bruce Cassidy, (our
former Chief Executive Officer through June 14, 2022) our Chairman of the Board, to acquire certain assets from Excel Members in a
common control transaction. Excel Members acquired certain assets of Ultimate Gamer, LLC, a company that used to host eSports
tournaments, through an assignment for the benefit of the creditor's court process.

 As
of September 15, 2022, we ceased all operations relating to our prior business and continued executing our business plan for our current
business which began on June 16, 2022. During the year ended June 30, 2023, we executed our original business plan through January 10,
2023, at which time we replaced our CEO and commenced executing our revised business plan to solely focus on
obtaining a gaming license in Tennessee and commencing sports betting revenues. We obtained our gaming license in May 2023 and on June
8, 2023 commenced sports betting operations. 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. On July 24, 2023, we issued a press release announcing the commencement of an offering of up to $10.0 million
of the Company's Common Stock, at a purchase price of $1.00 per share. To date we have not closed any of this financing and may
not be able find a willing market. We continue to explore various avenues and forms of financing and to aggressively increase revenues.
However, management has limited bandwidth, we are in a transitioning financial market, and there can be no assurance that we will be
successful in raising sufficient capital timely.

 We
expect our revenues to increase over time but we lack sufficient history to accurately forecast the amount or time required to generate
sufficient revenues to cover our current or future burn rate. The lack of sufficient revenues has continued through the first two quarters
of our year ended June 30, 2024.

 We
expect to incur significant increases in operating costs The expected significant increases in costs will include, but not be limited
to, costs relating to License maintenance, technology development and maintenance, sales and marketing, labor for both existing and new
personnel, and other operating cost increases due to the current inflationary market place we operate in. The expected increase in operating
costs is a byproduct of transitioning from a development stage business to a revenue generating operating business.

 Going
Concern

 Our
consolidated financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally
accepted in the U.S. 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. We had an accumulated deficit of $13,119,081 as of June 30, 2023. We had a net loss
of $11,337,876 and negative cash flows of $6,795,123 from operations for the year ended June 30, 2023. These conditions raise substantial
doubt about our ability to continue as a going concern.

 As
of September 15, 2022, we ceased all operations relating to our prior business and focused exclusively on our current business plan.
During the year ended June 30, 2023, we executed our original business plan through January 10, 2023, at which time we replaced our CEO and commenced executing our revised business plan to solely focus on obtaining a gaming license in Tennessee
and commencing sports betting revenues. We obtained our gaming license in May 2023 and went live with our sports betting app and commenced
revenues in June 2023. 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. On July 24, 2023, issued a press release announcing the commencement of an offering of up to $10.0 million of the
Company's Common Stock, at a purchase price of $1.00 per share. To date we have not closed any of this financing and may not be
able find a willing market. We continue to explore various avenues and forms of financings and to aggressively increase revenues. 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. There can be no assurance that we will be successful in order to continue as a going concern. We are funding
our business operations by utilizing a related party demand line of credit, borrowing on short term related party demand notes 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 stockholders, the prospective new investors, and future sales will provide the additional cash needed to meet our
obligations as they become due and will allow the development of our 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 us. Even if we are 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. If adequate working capital is not available, we may not continue our operations.

 The
consolidated 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.

 Off-Balance
Sheet Arrangements

 As
of June 30, 2023, there were no off-balance sheet arrangements.

 Emerging
Growth Company Status

 We
qualify as an "emerging growth company" under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions
from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

 have
 an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

 comply
 with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation
 or a supplement to the auditor's report providing additional information about the audit and the consolidated financial statements
 (i.e., an auditor discussion and analysis);

 submit
 certain executive compensation matters to stockholder advisory votes, such as "say-on-pay" and "say-on-frequency;"
 and

 disclose
 certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons
 of the CEO's compensation to median employee compensation.

 In
addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period
provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging
growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We have elected to take advantage of the benefits of this extended transition period. Our consolidated financial statements may therefore
not be comparable to those of companies that comply with such new or revised accounting standards.

 We
will remain an "emerging growth company" until the earliest of: (i) the last day of the first fiscal year in which our total
annual gross revenues exceed $1.07 billion; (ii) the date that we become a "large accelerated filer" as defined in Rule 12b-2
under the Exchange Act, which would occur if the market value of our ordinary shares that is held by non-affiliates
exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; (iii) the date on which we have
issued more than $1 billion in non-convertible debt during the preceding three year period; or (iv) June 30, 2026. Even if we no longer
qualify for the exemptions for an emerging growth company, we may still be, in certain circumstances, subject to scaled disclosure requirements
as a smaller reporting company. For example, smaller reporting companies, like emerging growth companies, are not required to provide
a compensation discussion and analysis under Item 402(b) of Regulation S-K or auditor attestation of internal controls over financial
reporting.

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk

 We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, and are not required to provide the information under this
Item.

 Item
8. Financial Statements and Supplementary Data

 The
information required by this Item is incorporated herein by reference to the consolidated financial statements and supplementary data
set forth in Item 15 - "Exhibits and Consolidated Financial Statement Schedules" of Part IV of this Annual Report.

 Item
9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 There
were no changes in, disagreements or reportable events required to be disclosed under Item 304(b) of Regulation S-K.

 Item
9A. Controls and Procedures

 Evaluation
of Effectiveness of Disclosure Controls and Procedures

 Our
management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)
and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports we file
or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC's
rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's management, including its principal executive officer(s) and principal financial officer(s), or persons performing
similar functions, as appropriate to allow timely decisions regarding required disclosure.

 In
accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of
our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of
our disclosure controls and procedures as of the fiscal year ended June 30, 2023.

 Based
on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure
controls and procedures were not effective in providing reasonable assurance that information required to be disclosed in our reports
filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the
SEC's rules and forms.

 Management's
Annual Report on Internal Control Over Financial Reporting

 Our
management is also responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule
13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance
with GAAP.

 Our
internal control over financial reporting includes those policies and procedures that:

 1.

 pertain
 to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
 assets of our company;

 2.

 provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
 GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;
 and

 3.

 provide
 reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that
 could have a material effect on the financial statements.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial
statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed
the effectiveness of our internal control over financial reporting at June 30, 2023. In making these assessments, management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated
Framework (2013).

 Based
on our assessments and those criteria, management determined that our internal controls over financial reporting were not effective as
of June 30, 2023, and that material weaknesses exist in our internal control over financial reporting and disclosures.

 These
weaknesses are that we were unable to provide a timely financial reporting package in connection with year-end audits and quarterly reviews.
Additionally, management identified material weaknesses in the financial statement closing process as well as errors over financial reporting
which required us to restate our prior years financial statements. These errors related to material adjustments over our accounting of
debt extinguishment and related disclosures. This was primarily the result of our lack of documentation of internal control in place,
limited accounting personnel and lack of segregation of duties. These material weaknesses resulted in the restatement of our balance
sheet as of June 30, 2022.

 Remediation
of Material Weaknesses in Internal Control Over Financial Reporting

 Our
management is committed to improving its internal controls. Due to the nature of these material weaknesses, it is reasonably possible
that misstatements which could be material to the interim consolidated financial statements could occur that would not be prevented or
detected during our financial close and reporting process.

 We
plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by
this annual report, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we intend
to develop a comprehensive plan and implement the changes. The plan will include: (i) appointing additional qualified personnel to address
inadequate segregation of duties and ineffective risk management and (ii) adopting sufficient written policies and procedures for
accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover
the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected
in a material manner.

 Auditor's
Report on Internal Control over Financial Reporting

 This
annual report does not include a standard internal control report by our registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant
to current rules of the SEC that permit us, as a smaller reporting company and an emerging growth company, to provide only management's
report in this annual report.

 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. 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 fourth fiscal quarter of our fiscal year ended June 30, 2023, that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance.

 The
following table sets forth the names and ages of our current directors and executive officers as of the date of this Annual Report on
Form 10-K, their positions with us and the date they were first appointed to such positions. Since the end of our fiscal year on June
30, 2023, we have appointed a new Chief Operations Officer.

 Name

 Age

 Position

 Date
 First Appointed

 Bruce
 A. Cassidy

 Interim
 Chief Executive Officer, interim Chief Financial Officer, Secretary and Director

 December
 17, 2021 (1)

 Jacob
 Shrader

 Chief
 Operations Officer

 November
 1, 2023

 (1)

 Mr.
 Cassidy was appointed as our interim Chief Executive Officer as of October 31, 2023, Secretary as of December 17, 2021 and as a member
 and chairman of the Board as of June 28, 2022.

 Bruce
A. Cassidy: Since 2019, Mr. Cassidy has served as a member of the board of directors of Loop Media, Inc. (OTC: LPTV), a Glendale,
California-based multichannel digital platform media company that offers self-curated, premium videos to customers in OOH venues and
D2C on their personal in-home and mobile devices. Since November 2020, he has served as chairman of the board of Assisted 4 Living Inc.
(OTC: ASSF), a Bradenton, Florida-based entity that provides, among other services, daily medical care for medically fragile and chronically
ill children. Bruce also currently serves as chairman of the board of Segmint, Inc. He serves as Chairman of the Sarasota Green Group,
the Executive Chairman of each of CelebYou LLC and CelebYou Productions, and is on the board of directors of Selinsky Force LLC. He was
also the founding investor and served on the board of directors of Ohio Legacy Corp. Previously, Mr. Cassidy was the founder and CEO
of Excel Mining Systems from 1991 until its sale in 2007 to Orica Mining Services, and from 2008 to 2009, served as the President and
CEO of one of its subsidiaries, Minora North & South Americas. Bruce currently serves as President of The Concession Golf Club in
Sarasota, Florida.

 Jacob
Shrader: Mr. Shrader has spent the majority of his professional career as a member of ZenSports Inc. and the Company following the
acquisition of ZenSports Inc. in June 2022. He originally joined ZenSports Inc. in 2020 as the General Manager of Esports, and has served
multiple roles within the Marketing, Business Development, and Operational groups, most recently as the Chief Marketing Officer of the
Company. Mr. Shrader graduated from Tufts University with a Bachelor's Degree in Economics where he provided insight into the gaming
space to both the private and public sector through his work in the financial industry as well as independent journalism channels.

 Term
of Office

 Each
of our directors is elected or appointed to hold office for a one-year term expiring at the next annual meeting of our stockholders or
until his successor has been elected or appointed and qualified, or until his earlier death, resignation, or removal. There are no agreements
with respect to the election of directors. Our executive officers are appointed by the Board and serve at the discretion of the Board
or until they resign.

 Family
Relationships

 There
are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors
or executive officers.

 Involvement
in Certain Legal Proceedings

 None
of our directors and executive officers has been involved in any legal or regulatory proceedings, as set forth in Item 401 of Regulation
S-K, during the past ten years.

 Delinquent
Section 16(a) Reports

16(a) of the Exchange Act requires our directors, executive officers and persons who are beneficial owners of more than 10% of a registered
class of our equity securities, to file reports of ownership and changes in ownership with the SEC.

 Based
solely upon our review of Forms 3 and 4 and amendments thereto filed electronically with the SEC during our most recent fiscal year,
and a review of Forms 5 and amendments thereto filed electronically with the SEC with respect to our most recent fiscal year, we believe
that all of our directors, executive officers and any other applicable stockholders timely filed all reports required by Section 16(a)
of the Exchange Act during the fiscal year ended June 30, 2023, except for the following: (i) Mark Thomas failed to file a Form 3 which
was due on January 20, 2023, failed to file a Form 4 which was due on April 12, 2023 for one transaction and failed to file a Form 5;
(ii) John Linss failed to file a Form 4 which was due on March 1, 2023 for one transaction and failed to file a Form 5; (iii) Anthony
J. Fidaleo failed to file a Form 5; (iv) Bruce Cassidy and his affiliated entity, Excel Family Partners LLLP, failed to file Forms 4
covering transactions that each required Form 4 filings due on July 22, 2022, February 24, 2023 and May 15, 2023.

 Code
of Ethics

 We
intend to have our Board adopt a Code of Ethics that applies to all of our executive officers and employees, including our Chief Executive
Officer and Chief Financial Officer prior to the end of our fiscal year ending June 30, 2024. We have not yet adopted a Code of Ethics
because we are in the process of reshaping our Board to include additional members who would advise on such policy.

 Board
and Committee Meetings

the fiscal year ending June 30, 2023, the Board consisted of no more than two members and therefor does not have any standing committees.
All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the
minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution
at a meeting of the directors are, according to the Nevada Business Corporation Act and our Bylaws, as valid and effective as if they
had been passed at a meeting of the directors duly called and held.

 Nomination
Process

 As
of June 30, 2023, we did not affect any material changes to the procedures by which our stockholders may recommend nominees to the Board.
The Board does not have a policy with regards to the consideration of any director candidates recommended by our stockholders. The Board
has determined that it is in the best position to evaluate our requirements as well as the qualifications of each candidate when it considers
a nominee for a position on the Board. If stockholders wish to recommend candidates directly to the Board, they may do so by sending
communications to our Chief Executive Officer at the address on the cover of this annual report.

 Audit
Committee

 Currently
our audit committee consists of the entire Board. We do not have a separately-designated standing audit committee as we currently have
limited working capital and minimal revenues. Should we be able to raise sufficient funding to execute our business plan, we intend to
form an audit committee and other applicable committees utilizing our directors' expertise.

 From
inception to present date, we believe that the members of the Board have been and are collectively capable of analyzing and evaluating
our consolidated financial statements and understanding internal controls and procedures for financial reporting.

 Audit
Committee Financial Expert

 We
do not currently have an audit committee financial expert because we do not have an audit committee. We also do not have a director who
is qualified to act as financial expert of an audit committee.

 Insider
Trading Policy

 We
intend to adopt an insider trading policy to promote compliance with federal and state securities laws that prohibit certain persons
who are aware of material nonpublic information about a company from: (i) trading in securities of that company; or (ii) providing material
nonpublic information to other persons who may trade on the basis of that information. We have not yet adopted an insider trading policy
because we are in the process of reshaping our Board to include additional members who would advise on such policy.

 Item
11. Executive Compensation.

 The
following table sets forth all compensation awarded to, earned by, or paid to the following "named executive officers," which
is defined as follows:

 (a)

 all
 individuals serving as our principal executive officer (PEO) or acting in a similar capacity during our fiscal year ended June 30,
 2023; and

 (b)

 our
 two most highly compensated executive officers other than the PEO who were serving as executive officers at the end of our fiscal
 year ended June 30, 2023; and

 Summary
Compensation Table

 Name

 Title

 Year

 Salary
 ($)

 Bonus
 ($)

 Stock
 Awards
 ($)

 Option
 Awards
 ($)

 All Other
 Compensation
 ($)

 Total
 ($)

 Mark Thomas

 Chief Executive Officer, Principal Executive Officer and President (1)

 2023
 2022

 321,725
 11,208

 50,000

 -

 -

 -

 94,750

 -

 513,140

 -

 979,615
 11,208

 John Linss

 Chief Executive Officer, Principal Executive Officer, President and Director (2)

 2023
 2022

 510,000
 20,833

 425,000
 112,000

 894,000

 -

 -

 -

 16,298
 2,500

 1,845,298
 135,333

 Anthony J. Fidaleo

 Chief Financial Officer, Treasurer, Principal Financial Officer and Principal Accounting Officer (3)

 2023
 2022

 252,000
 10,500

 -

 50,000

 -

 -

 23,688

 -

 -

 275,938
 60,500

 (1)

 Mr.
 Thomas was appointed our Chief Executive Officer, Principal Executive Officer, President, and Chief Technology Officer on January
 10, 2023. Prior to accepting the new position, Mr. Thomas was our Chief Product Officer beginning June 15, 2022. Mr. Thomas resigned
 from all officer positions as of October 31, 2023.

 (2)

 Mr.
 Linss was appointed our Chief Executive Officer and Principal Executive Officer as of June 14, 2022, our President as of June 15,
 2022, and as a Director as of June 28, 2022. Mr. Linss resigned from all officer positions and as a Director as of January 10, 2023.

 (3)

 Mr.
 Fidaleo was appointed our Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Treasurer as of
 June 15, 2022, and resigned from all officer positions as of September 15, 2023.

 Narrative
to Compensation Table

 Mark
Thomas was the founder and former Chief Executive Officer of ZenSports, Inc. We acquired certain technical assets of Zensports Inc. on
August 26, 2022. As part of the cash portion of the purchase price, Mr. Thomas was paid $50,000 as a bonus on behalf of ZenSports Inc.,
which is included in All Other Compensation for year 2023. Mr. Thomas' salary for year 2022 represents one-half month of compensation.
On April 10, 2023, Mr. Thomas was granted 800,000 incentive stock options and 200,000 non-qualified stock options, together the "options".
The options vested as to 25% of the shares on June 16, 2023 with a fair market value of $94,750. Thereafter, the options further vested
as to 1/48th of the shares subject to the option on the 16th day of each month, beginning on July 16, 2023, for a period of 36 months;
provided he provided continuous service to us through each such vesting date. Pursuant Mr. Thomas' offer letter dated January 10,
2023, he received an annual salary of $380,000 and was granted 1,000,000 options to purchase our common stock. On February 6 2023, pursuant
to a supplemental to the offer letter, Mr. Thomas received additional incentives, including:

 Within
 60 calendar days after the Company has $1,000,000 or more in Gross Gaming Revenue (defined as sports betting handle minus
 pass through betting wins, plus betting fees), the Board (or its Compensation Committee, if any) will engage at least two executive
 compensation consultants to provide reports to the Board regarding compensation of Chief Executive Officers of comparable companies. The
 Board will timely review and consider such reports in determining potential adjustments to your "Annual Salary." Any
 adjustments will be at the Board's sole discretion.

 In
 the event that the Company receives a sports betting license (or equivalent) in the State of Tennessee, within 30 days after the
 issue date, you will receive a cash bonus of $50,000. Mr. Thomas was paid the $50,000 bonus on May 24, 2023.

 For
 the next 24 months, in each event that Company receives a sports betting license (or equivalent) in a new jurisdiction (other than
 the State of Tennessee), within 30 days after the issue date, you will receive a cash bonus in an amount equal to the lesser of (a)
 $100,000, or (b) the product of 0.01% multiplied by the subject jurisdiction's trailing 12-month sports betting handle (using
 the most recent 12 months reported by Legal Sports Report ("LSR") which currently posts such data at www.legalsportsreport.com/sports-betting/revenue/).
 After the 24-month period, the Board (or its Compensation Committee, if any) will review and consider an extension or adjustment
 to this bonus structure. Any extensions or adjustments will be at the Board's sole discretion.

 If
 the net loss of Company for its 2022-2023 fiscal year, as determined by Company's Chief Financial Officer, is less than $6,197,719
 (the "Benchmark"), you will be eligible for a cash bonus in an amount equal to 8% of the difference of the actual net
 loss minus the Benchmark. The cash bonus will be due within 30 days after the determination of the 2022-2023 fiscal year net loss.

 John
Linss received an annual salary of $500,000 pursuant to the terms of his Employment Agreement he entered into with us on June 14, 2022
(the "Employment Agreement"). The $20,833 of salary in year 2022 represents one-half of a month's salary. Pursuant
to the Employment Agreement: (1) Mr. Linss received a signing bonus of $112,000 (including employer payroll taxes), payable within 30
days of execution of the Employment Agreement; (2) within 60 days of execution of the Employment Agreement he was to receive a purchase
agreement for the purchase of 2,980,000 shares of our common stock for a total purchase price of $2,980,000, with the full purchase price
to be paid through a non-recourse secured promissory note (prior to entering into the purchase agreement or note, the Employment Agreement
was amended; see discussion on the amendment below); and (3) if we did not provide medical health benefits at any time during the three-year
term of the Employment Agreement, in addition to the base salary, Mr. Linss was entitled to $2,500 a month for private health insurance.
Mr. Linss was paid his bonus on July 15, 2022 and was reimbursed $2,500 for medical health benefits for June 2022 as set forth in the
above table. We obtained medical health insurance for our employees effective July 1, 2022. On August 16, 2022, we entered into an amendment
to the Employment Agreement. Pursuant to the amendment:

 3(b) of the Employment Agreement relating to a stock purchase agreement to purchase and finance 2,980,000 shares of our common stock
 was deleted and replaced with a grant of 2,980,000 restricted shares of our Series C preferred stock (the "Restricted Shares")
 pursuant to a Restricted Stock Award Agreement dated August 16, 2022 (the "Award Agreement"). Under the Award Agreement,
 the Restricted Shares were subject to a repurchase option by us until the shares vest. Provided Mr. Linss remained in continuous
 service with us or an affiliate, whether as an employee, consultant or member of our board of directors, through the vesting date,
 the Restricted Shares were to vest upon the earlier of: (a) August 16, 2025; and (b) the occurrence of: (1) our common stock is listed
 for public trading on the Nasdaq Stock Market, the New York Stock Exchange or the NYSE American (an "Uplisting"); (2)
 a (i) sale of all or substantially all of our assets other than to an affiliated entity; (ii) merger, consolidation or other capital
 reorganization or business combination transaction of the Company with or into another corporation, limited liability company or
 other entity other than an affiliated entity; or (iii) consummation of a transaction, or series of related transactions, in which
 any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) who did not before such transaction,
 or series of transactions, own more than 50% of our then outstanding voting securities becomes the "beneficial owner"
 (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of more than 50% of our then outstanding voting securities;
 (3) the termination of Mr. Linss' continuous service on account of death or disability; (4) an involuntary termination of employment
 by us other than for cause; or (5) Mr. Linss' voluntary termination of employment for good reason.

 3(c) of the Employment Agreement relating to an annual bonus was amended to add that provided Mr. Linss is employed by us as of December
 31, 2022, his annual bonus will be an amount no less than $425,000, which will be paid by January 31, 2023.

 3(f) of the Employment Agreement relating to payment of a bonus upon an Uplisting was amended to reduce the bonus amount to be paid
 upon an Uplisting from $1,700,000 to $300,000.

 As
part of Mr. Linss' separation agreement, he received six months' severance totaling $250,000, $10,000 one-time severance payment
and $2,500 per month in health insurance reimbursement. The severance payments are included in salary and the health insurance payments
are included in All Other Compensation in year 2023. On February 27, 2023, we entered into a Stock Redemption and Purchase Agreement
with Mr. Linss and his wholly owned entity Corespeed, LLC for the purchase of Series C Convertible Preferred Stock owned by Corespeed,
LLC. We paid $300,000 at the closing and entered into a promissory note 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 our common stock is listed for public trading on either the Nasdaq Stock Market
or the New York Stock Exchange.

 Anthony
J. Fidaleo received an annual salary of $252,000 pursuant to the terms of an offer letter he entered into with us on June 15, 2022. The
$10,500 of salary in year 2022 represents one-half of a month's salary. The offer letter also stated that he was entitled to a
signing bonus of $50,000 (excluding employer payroll taxes), which was paid on July 15, 2022. On April 10, 2023, Mr. Fidaleo was granted
250,000 incentive stock options. The options vested as to 25% of the shares on June 16, 2023 with a fair market value of $23,688. Thereafter,
the options further vested as to 1/48th of the shares subject to the option on the 16th day of each month, beginning on July 16, 2023,
for a period of 36 months; provided he provided continuous service to us through each such vesting date.

 Outstanding
Equity Awards at Fiscal Year End

 The
following table sets forth certain information regarding all outstanding equity awards held by our named executive officers as of June
30, 2023.

 OPTION
AWARDS

 Name

 Securities
 Underlying
 Unexercised
 Options (#)
 Exercisable

 Securities
 Underlying
 Unexercised
 Options (#)
 Unexercisable

 Option
 Exercise
 Price
 ($)

 Option
 Expiration
 Date

 Mark Thomas

 250,000

 750,000

 0.50

 06/15/32

 John Linss

 -

 -

 -

 -

 Anthony J. Fidaleo

 62,500

 187,500

 0.50

 06/15/32-

 Director
Compensation

 We
have not compensated our directors for service on the Board or reimbursed for expenses incurred for attendance at meetings of the Board
for the year ended June 30, 2023. We do not have any agreements for compensating our directors for their services in their capacity as
directors. The Board may, however, in the future determine to pay directors' fees and reimburse directors for expenses related
to their activities as such.

 Equity
Compensation Plan Information

 On
December 28, 2021, our Board approved the 2021 stock option plan ("2021 Plan"). The 2021 Plan was subject to the approval
of our stockholders within 12 months of the Board's approval. We did not seek approval of the 2021 Plan from our stockholders on
or before December 28, 2022, and no awards of any type were granted under the 2021 Plan.

 On
April 10, 2023, the Board terminated the 2021 Plan and approved a new stock option plan for our director's officers, employees,
advisors, and contractors containing the same terms and conditions as the 2021 Plan (the "2023 Plan"). The 2023 Plan is also
subject to approval of our stockholders within 12 months from the date 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").

 The
2023 Plan provides eligible participants with benefits consisting of one or more of the following: ISOs, NSOs, and bonuses in the form
of our common stock ("Stock Bonuses"). The Board or a committee of directors will administer the 2023 Plan and determine
what employees or officers will receive an award under the 2023 Plan. ISOs, which are intended to be compliant with Section 422 of the
Internal Revenue Code, may be awarded only to our employees. NSOs and Stock Bonuses are not subject to Section 422 of the Internal Revenue
Code and can be awarded to employees and non-employees.

 As
with the 2021 Plan, the aggregate number of shares of our authorized but unissued common stock that can be awarded under the 2023 Plan
is 5,960,000, whether in the form ISOs, NSOs, or Stock Bonuses (or a combination thereof). Awards can be issued under the 2023 Plan for
ten years from the date the Board approved the 2023 Plan. ISOs may be exercised during a period no longer than ten years from the date
of the award (five years for individuals who own more than 10% of the combined voting power of the Company). NSOs may be exercised for
a maximum period of ten years from the date of the award. 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
following table summarizes the number of shares of our common stock authorized for issuance under our equity compensation plans (including
individual compensation arrangements) as of June 30, 2023.

 Plan Category

 Number of securities
 to be issued upon
 exercise of outstanding
 options, warrants and
 rights
 (a)

 Weighted-average
 exercise price of
 outstanding options,
 warrants and rights
 (b)

 Number of securities
 remaining available
 for future issuance
 under equity
 compensation plans
 (excluding securities
 reflected in column (a)
 (c)

 Equity compensation plans approved by security holders

 $

 Equity compensation plans not approved by security holders (1)

 3,250,000

 $
 0.50

 2,710,000

 Total

 3,250,000

 $
 0.50

 2,710,000

 (1)

 Plan
 was approved by the Board on April 10, 2023 for officers, employees, directors and consultants, and will be submitted to the stockholders
 for approval at or before the next annual meeting.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 The
following table sets forth, as of February 29, 2024, certain information with respect to the beneficial ownership of shares of our common
stock by: (i) each of our directors (including director nominees); (ii) each of our named executive officers; (iii) our directors and
executive officers as a group; and (iv) each stockholder known by us to be the beneficial owner of more than 5% of our outstanding common
stock. To our knowledge, none of the shares reported below are pledged as security.

 The
information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of
the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person
is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of
the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as
to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise
of any convertible security, warrant, option, or other right. More than one person may be deemed to be a beneficial owner of the same
securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares
beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment
power within 60 days, by the sum of the number of shares outstanding as of such date. Consequently, the denominator used for calculating
such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property
laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the
shares shown. As of February 29, 2024, we had 67,821,632 shares of common stock, 11,693 shares of Series B preferred stock and 2,499,998
shares of Series C preferred stock issued and outstanding.

 Common Stock

 Series B Preferred Stock (2)

 Series C Preferred Stock (3)

 Name of Beneficial Owner (1)

 Shares Owned

 Percent of
 Class

 Shares Owned

 Percent of
 Class

 Shares Owned

 Percent of
 Class

 Bruce A. Cassidy (4)

 64,341,709

 71.84
 %

 %

 1,666,666

 66.67
 %

 Mark Thomas (5)

 375,000

 *

 -

 -

 -

 -

 John Linss (6)

 -

 -

 -

 -

 -

 -

 Anthony J. Fidaleo (7)

 125,000

 *

 -

 -

 -

 -

 All Directors and Officers
as a Group (4 persons)

 64,841,709

 71.99
 %

 %

 1,666,666

 66.67
 %

 5% Holders

 ZenSports, Inc.

 9.58
 %

 -

 -

 -

 -

 *

 Indicates
 beneficial ownership of less than 1% of the outstanding shares of our common stock.

 (1)

 Unless
 otherwise indicated, the address of each of the individuals and entity listed below is c/o KeyStar Corp. 78 SW 7th Street, Suite
 500 Miami FL, 33130.

 (2)

 Holders
 of Series B preferred stock vote with the common stockholders on an as-converted basis, with each share of Series B preferred stock
 converting into 100 shares of common stock, on all matters submitted to a vote by holders of our common stock; but, with respect
 to the election of directors, however, the majority of the holders of Series B preferred stock shall have the power to elect a majority
 of the then-seated or to-be-seated members of our Board and the common stockholders are entitled only to elect a minority of the
 then-seated or to-be-seated members of our Board.

 (3)

 Holders
 of Series C preferred stock vote with the common stockholders on an as-converted basis, with each share of Series C preferred stock
 converting into one share of common stock, on all matters submitted to a vote by holders of our common stock, including the election
 of directors and all other matters as required by law.

 (4)

 Consists
 of: (i) 19,028,000 shares of common stock held of record by Eagle Investment Group, LLC, of which Mr. Cassidy is the manager; (ii)
 1,169,300 shares of common stock underlying 11,693 immediately convertible shares of Series B preferred stock held of record by Eagle
 Investment Group, LLC; (iii) 22,066,632 shares of common stock held of record by Excel Family Partners, LLLP, of which Mr. Cassidy
 is an indirect limited partner along with his wife, and he is the indirect general partner as sole manager of a limited liability
 company that is the general partner of Excel Family Partners; (iv) 1,666,666 shares of common stock underlying 1,666,666 immediately
 convertible shares of Series C preferred stock held of record by Excel Family Partners, LLLP; (iv) 8,460,000 shares of common stock
 underlying immediately exercisable warrants held of record by Excel Family Partners, LLLP; (v) 10,451,111 shares of common stock
 underlying an immediately convertible promissory note held of record by Excel Family Partners, LLLP; and (vi) 1,500,000 shares of
 common stock held of record by Excel Members, LLC, of which Mr. Cassidy is the co-manager with two other people and may be deemed
 to share voting and investment power with respect to these shares.

 (5)

 Consists
 of 375,000 shares of common stock underlying immediately exercisable options held of record by Mr. Thomas. The options are exercisable
 any time before April 27, 2024. While Mr. Thomas was a named executive officer during our fiscal year ended June 30, 2023, he resigned
 from all officer positions as of October 31, 2023.

 (6)

 While
 Mr. Linss was a named executive officer during our fiscal year ended June 30, 2023, he resigned from all officer positions as of
 January 10, 2023.

 (7)

 Consists
 of 125,000 shares of common stock underlying immediately exercisable options held of record by Mr. Fidaleo. The options are exercisable
 any time before November 21, 2025. While Mr. Fidaleo was a named executive officer during our fiscal year ended June 30, 2023, he
 resigned from all officer positions as of September 15, 2023.

 Item
13. Certain Relationships and Related Transactions, and Director Independence.

 (a) Transactions
with Related Persons

 Except
as disclosed herein, no director, executive officer, stockholder holding at least 5% of shares of our common stock, or any family member
thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since July 1, 2021, in which the
amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the
year-end for the last two completed fiscal years.

 On
February 22, 2022, we executed a non-revolving line of credit demand note for $250,000 (the "Excel Note") with Excel Family
Partners, LLLP ("Excel") a company controlled by Bruce Cassidy. The Excel Note accrues interest at 5% per annum and is due
and payable upon demand. The Excel Note does not constitute a committed line of credit. Loans under the Excel Note are made by Excel
in its sole and absolute discretion. Upon repayment of any amount of principal or interest under the Excel Note, we may not reborrow
thereunder.

 On
June 28, 2022, we issued 666,666 shares of our Series C preferred stock to Excel for cash proceeds of $200,000.

 On
July 11 and 12, 2022, we entered into Securities Purchase Agreements with: (1) Excel for the purchase of 1,000,000 shares of our Series
C Convertible Preferred Stock ("Series C Preferred") at a price of $0.30 per share for an aggregate purchase price of $300,000;
and (2) Corespeed, LLC, an entity wholly-owned by John Linss, at that time our Chief Executive Officer and a member of the Board, for
the purchase of 333,333 shares of Series C Preferred at a price of $0.30 per share for an aggregate purchase price of $99,999.90.

 On
August 16, 2022, the Excel Note was amended and restated whereby the principal amount was increased to not more than $2,000,000 and all
other terms and conditions remained the same.

 On
February 24, 2023, the Excel Note was amended and restated a second time whereby: (1) the principal amount was increased to not more
than $4,000,000; (2) the interest rate was increased to 15% per annum; (3) Excel may, at its sole option, convert all or any portion
of the debt into fully paid and non-assessable shares of our common stock.at a conversion price in an amount equal to the product of
the lowest recent price multiplied by 80% where the lowest price is defined, as of each applicable conversion rate, the lowest price
per share that we have 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 Price"); (4) Excel was issued a common stock warrant exercisable on a cash or cashless basis for up to 4,000,000
shares of our common stock at an exercise price of $0.25 per share, with an expiration date of February 1, 2028; and (5) the outstanding
indebtedness remained due and payable upon demand.

 On
February 27, 2023, we entered into Stock Redemption and Purchase Agreement with Mr. John Linss and his wholly-owned entity, Corespeed,
LLC, for the purchase of Series C Convertible Preferred Stock owned by Corespeed, LLC. We paid $300,000 at the closing and entered into
a promissory note 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 our common stock is listed for public trading on either the Nasdaq Stock Market, the New York Stock Exchange, or the NYSE American
(an "Uplisting"). On February 23, 2024, the Company and Mr. Linss entered into a First Amendment to Promissory Note dated
February 19, 2024 which amended the repayment terms of the note. Pursuant to the note amendment, the note will be repaid as follows:
(i) $425,000.00 of the indebtedness was paid on February 27, 2024; (ii) commencing on April 1, 2024, and continuing on the first day
of each calendar month thereafter, equal monthly payments of principal and interest (based on a two (2) year amortization) in the amount
of $59,665.09 are due and payable; and (iii) the balance of the indebtedness is to be paid on the earliest of: (a) April 1, 2026; (b)
the fifth day after the occurrence of the Uplisting; or (c) the fifth day after the occurrence of a change of control.

 On
May 5, 2023, we entered into a promissory note with Excel in the principal amount of $1,600,000 (the "May Note"). The May
Note matures on November 4, 2023, at which time the outstanding principal amount under the May Note, along with a flat funding fee of
$160,000 is due and payable in full. In connection with entering the May Note, we 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 "May Warrant"). The May Warrant may be exercised
on a cash or cashless basis any time through May 4, 2028. The May Note was rolled into the Excel Note in connection with the fourth amendment
and restatement on September 14, 2023.

 On
July 18, 2023, the Excel Note was amended and restated for a third time whereby: (1) the principal amount was increased to not more than
$5,000,000; (2) the interest rate remained the same; (3) the note remained convertible at the Conversion Price; (4) Excel was issued
a common stock warrant exercisable on a cash or cashless basis for up to 1,000,000 shares of our common stock at an exercise price of
$0.25 per share, with an expiration date of July 17, 2028; and (5) the outstanding indebtedness remained due and payable upon demand.

 On
September 14, 2023, the Excel Note was amended and restated for a fourth time whereby: (1) the principal amount was increased to not
more than $10,000,000; (2) the interest rate remained the same; (3) the note remained convertible at the Conversion Price; (4) Excel
was issued a common stock warrant exercisable on a cash or cashless basis for up to 3,400,000 shares of our common stock at an exercise
price of $0.25 per share, with an expiration date of September 13, 2028; and (5) the outstanding indebtedness remained due and payable
upon demand.

 On
December 29, 2023, the Excel Note was amended and restated for a fifth time whereby: (1) the principal amount available was decreased
to not more than $2,000,000; (2) the interest rate remained the same; (3) the note remained convertible at the Conversion Price; and
(4) the outstanding indebtedness remained due and payable upon demand. The day prior a total of $10,366,652.74 of indebtedness under
the Excel Note was converted into shares of our common stock at a conversion price of $0.40 per share (based on the sale by us of shares
within the last two years at $0.50 per share multiplied by 80%). As a result of the conversion, the outstanding indebtedness under the
Excel Note was reduced to $1,135,000.

 (b) Director
independence

 Mr.
Bruce Cassidy is the sole member of our Board. Pursuant to Item 407(a)(1)(ii) of Regulation S-K of the Securities Act, our Board has
adopted the definition of "independent director" as set forth in Rule 4200(a)(15) of the rules of The Nasdaq Stock Market
LLC. In summary, an "independent director" means a person other than an executive officer or employee of the Company or any
other individual having a relationship which, in the opinion of our Board, would interfere with the exercise of independent judgment
in carrying out the responsibilities of a director, and includes any director who accepted any compensation from us in excess of $200,000
during any period of twelve consecutive months with the past three fiscal years. The ownership of our stock will not preclude a director
from being independent.

 In
applying this definition, our Board has determined that Mr. Cassidy does not qualify as an "independent director" pursuant
to such Rule 4200(a)(15).

 Item
14. Principal Accounting Fees and Services

 Below
are tables of Audit Fees (amounts in US$) billed by our auditors in connection with the audit of our annual financial statements and
review of financial statements included in our quarterly reports for the fiscal years indicated below:

 Consolidated Financial Statements
 For the Year Ended June 30

 Audit Fees

 Audit Related Fees

 Tax Fees

 All Other Fees

 2023

 $
 102,750

 $
 -

 $
 3,000

 $
 -

 2022

 $
 102,750

 $
 -

 $
 -

 $
 -

 PART
IV

 Item
15. Exhibit and Financial Statement Schedules

 (a)

 The
 following documents are filed as part of this Annual Report on Form 10-K:

 (1)

 Financial Statements

 The
following documents are filed as part of this Form 10 K, as set forth on the Index to Consolidated Financial Statements found below after
the signature page.

 Report
 of Independent Registered Public Accounting Firm

 Balance Sheets as of June 30, 2023 and 2022 (Restated)

 Statements of Operations for the years ended June 30, 2023 and 2022 (Restated)

 Statements of Stockholders' Deficit for the years ended June 30, 2023 and 2022 (Restated)

 Statements of Cash Flows for the years ended June 30, 2023 and 2022 (Restated)

 Notes
 to Consolidated Financial Statements

 (2)

 Financial Statement Schedules

 All
consolidated financial statement schedules are omitted because they are not applicable, or the required information is shown in the consolidated
financial statements or notes thereto.

 (b)
Exhibits to this Form 10-K

 Incorporated
 By Reference

 Number

 Description

 Form

 As

 Filing
 Date

 2.1

 Asset Purchase Agreement with KeyStar Corp., ZenSports, Inc., Mark Thomas, Etan Mizrahi-Shalom, Adil Sher and John Dulay, dated August 26, 2022

 2.1

 09/01/2022

 2.2

 Asset Purchase Agreement with Excel Members, LLC, dated as of September 12, 2022

 2.1

 09/16/2022

 3.1

 Articles of Incorporation

 S-1

 3.1

 02/11/2021

 3.2

 Certificate of Amendment

 S-1

 3.2

 02/11/2021

 3.3

 Certificate of Designation of Series B Preferred Stock

 3.1

 01/12/2022

 3.4

 Certificate of Designation of Series C Preferred Stock

 3.1

 07/05/2022

 3.5

 Amended and Restated Bylaws

 3.1

 10/04/2022

 4.1

 Registration Rights Agreement for the Benefit of ZenSports, Inc., dated as of August 26, 2022

 4.1

 09/01/2022

 4.2

 Common Stock Warrant of KeyStar Corp. issued to Excel Family Partners, LLP, dated February 24, 2023

 4.1

 02/28/2023

 4.3

 Common Stock Warrant of KeyStar Corp. issued to Excel Family Partners, LLP, dated May 5, 2023

 4.1

 05/08/2023

 4.4

 Common Stock Warrant of KeyStar Corp. issued to Excel Family Partners, LLP, dated July 18, 2023

 4.1

 07/24/2023

 4.5

 Form of Convertible Promissory Note of KeyStar Corp.

 4.1

 08/29/2023

 4.6

 Common Stock Warrant of KeyStar Corp. issued to Excel Family Partners, LLP, dated September 14, 2023

 4.1

 09/19/2023

 10.1

 Demand Promissory Note, dated December 30, 2020

 S-1

 10.1

 02/11/2021

 10.2

 First Amended and Restated Demand Note, dated December 28, 2021

 4.1

 01/12/2022

 10.3

 Discretionary Non-Revolving Line of Credit Demand Note, dated February 22, 2022

 10.1

 03/22/2022

 10.4

 Employment Agreement with John Linss, dated June 14, 2022

 10.1

 06/21/2022

 10.5

 Employment Conditions Agreement with Anthony J. Fidaleo, dated June 15, 2022.

 10.2

 06/21/2022

 10.6

 Form of Securities Purchase Agreement between KeyStar Corp. and Investors

 10.1

 07/05/2022

 10.7

 Amendment to Employment Agreement with John Linss, dated August 16, 2022.

 10.2

 08/23/2022

 Incorporated
 By Reference

 Number

 Description

 Form

 As

 Filing
 Date

 10.8

 Amended and Restated Discretionary Non-Revolving Line of Credit Demand Note, dated August 16, 2022

 10.1

 08/23/2022

 10.9

 Restricted Stock Award Agreement between KeyStar Corp. and John Linss, dated August 16, 2022

 10.3

 08/23/2022

 10.10

 Separation Agreement and Release between KeyStar Corp. and John Linss, dated January 10, 2023

 10.1

 01/17/2023

 10.11

 Offer Letter between KeyStar Corp. and Mark Thomas, dated January 10, 2023

 10.2

 01/17/2023

 10.12

 Offer Letter Supplement between KeyStar Corp. and Mark Thomas, dated February 6, 2023

 10.1

 02/10/2023

 10.13

 Second Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note dated February 24, 2023 made by KeyStar Corp. for the benefit of Excel Family Partners, LLLP

 10.1

 02/28/2023

 10.14

 Stock Redemption and Purchase Agreement between KeyStar Corp. and John Linss, dated February 27, 2023

 10.1

 03/02/2023

 10.15

 Stock Redemption and Purchase Agreement between KeyStar Corp. and Corespeed, LLC, dated February 27, 2023

 10.2

 03/02/2023

 10.16

 Promissory Note made by KeyStar Corp. for the benefit of John Linss, dated February 27, 2023

 10.3

 03/02/2023

 10.16

 KeyStar Corp. 2023 Stock Plan

 10.1

 04/14/2023

 10.17

 Promissory Note made by KeyStar Corp. for the benefit of Excel Family Partners, LLLP, dated May 5, 2023

 10.1

 05/08/2023

 10.18

 Third Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note dated July 18, 2023 made by KeyStar Corp. for the benefit of Excel Family Partners, LLLP

 10.1

 07/24/2023

 10.19

 Form of Convertible Note Purchase Agreement of KeyStar Corp.

 10.1

 08/29/2023

 10.20

 Fourth Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note dated September 14, 2023 made by KeyStar Corp. for the benefit of Excel Family Partners, LLLP

 10.1

 09/19/2023

 10.21

 Consulting Agreement between KeyStar Corp. and Mark Thomas, dated November 1, 2023

 10.1

 11/06/2023

 10.22

 Fifth Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note dated December 29, 2023 made by KeyStar Corp. for the benefit of Excel Family Partners, LLLP

 10.1

 01/04/2024

 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

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *

 Filed
 herewith.

 **

 Furnished
 herewith.

 Indicates
 a management contract or compensation plan, contract or arrangement.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual
Report to be signed on its behalf by the undersigned thereunto duly authorized.

 KeyStar
 Corp., a Nevada corporation

 (Registrant)

 March
 8, 2024

 By:

 /s/
 Bruce Cassidy

 Bruce
 Cassidy

 Chief
 Executive Officer

 (Principal
 Executive Officer)

 March
 8, 2024

 By:

 /s/
 James Mackey

 James
 Mackey

 Chief
 Financial Officer

 (Principal
 Financial and Accounting Officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Bruce Cassidy

 Bruce
 Cassidy

 Chief
 Executive Officer (Principal Executive Officer) and Director

 March
 8, 2024

 /s/
 James Mackey

 James
 Mackey

 Chief
 Financial Officer (Principal Financial and Accounting Officer)

 March
 8, 2024

TO CONSOLIDATED FINANCIAL STATEMENTS

CORP. AUDITED CONSOLIDATED FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm (Grassi & Co., CPAs, P.C., Jericho, NY PCAOB firm ID 606)

 Consolidated Balance Sheets as of June 30, 2023 and 2022 (Restated)

 Consolidated Statements of Operations for the years ended June 30, 2023 and 2022 (Restated)

 Consolidated Statements of Stockholders' Deficit for the years ended June 30, 2023 and 2022 (Restated)

 Consolidated Statements of Cash Flows for the years ended June 30, 2023 and 2022 (Restated)

 Notes to the Consolidated Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Stockholders of KeyStar Corp.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of KeyStar Corp. (the Company) as of June 30, 2023 and 2022, and the related
consolidated statements of operations, stockholders' deficit, and cash flows for each of the years in the two-year period ended
June 30, 2023, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023 and 2022, and
the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2023, in conformity with
accounting principles generally accepted in the United States of America.

 Restatement
of the 2022 Financial Statements

 As
discussed in Note 1 to the consolidated financial statements, the accompanying consolidated financial statements as of June 30, 2022
and for the year ended, have been restated.

 Substantial
Doubt about the Company's Ability to Continue as a Going Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the consolidated financial statements, the Company has incurred losses since inception, has negative cash flows from operations,
and has negative working capital, that raise substantial doubt about its ability to continue as a going concern. Management's plans
in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 /s/ Grassi & Co., CPAs, P.C.

 We
 have served as the Company's auditor since 2023.

 Jericho,
 New York

 March 8, 2024

 F- 1

CORP.

 CONSOLIDATED
BALANCE SHEETS

 June
30, 2023

 June
 30, 2022 (Restated)

 ASSETS

 Current assets:

 Cash

 $
 355,396

 $
 66,241

 Prepaid expenses and other current assets

 1,194,288

 9,063

 Discontinued operations - current assets

 -

 Total current assets

 1,549,684

 76,296

 Other assets:

 Equipment, net

 3,813

 -

 Intangible assets, net

 8,067,198

 -

 Debt issuance costs, net

 5,672,151

 -

 Security deposit

 9,683

 1,523

 Total other assets

 13,752,845

 1,523

 Total assets

 $
 15,302,529

 $
 77,819

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current liabilities:

 Accounts payable and accrued expenses

 $
 1,219,018

 $
 352,196

 Accrued expenses - related party

 323,904

 23,984

 Players balances

 134,946

 -

 Notes payable - current

 1,189,694

 -

 Notes payable - related party, net of discount

 1,306,655

 65,000

 Notes payable

 1,306,655

 65,000

 Line of credit - related party

 3,851,877

 166,539

 Derivative liability

 6,859,452

 -

 Discontinued operations - current liabilities

 -

 5,690

 Total current liabilities

 14,885,546

 613,409

 Long-term liabilities:

 Notes payable - long-term

 850,000

 -

 Total long-term liabilities

 850,000

 -

 Total liabilities

 15,735,546

 613,409

 Commitments and contingencies

 -

 -

 Stockholders' deficit:

 Preferred stock, $ 0.0001 par value, 25,000,000 shares authorized Series A preferred stock,
 2,000,000 shares designated, 0 and 2,000,000 shares issued and outstanding as of June 30, 2023, and June 30, 2022, respectively

 -

 Series B preferred stock, 12,000 shares designated, 11,693 and 11,693 shares issued and outstanding as of June 30, 2023, and June 30, 2022, respectively

 Series C preferred stock, 6,700,000 shares designated, 2,499,998 and 666,666 shares issued and outstanding as of June 30, 2023, and June 30, 2022, respectively

 Preferred stock, value

 Common stock, $ 0.0001 par value, 475,000,000 shares authorized, 41,905,000 and 29,800,000 shares issued and outstanding as of June 30, 2023, and June 30, 2022, respectively

 4,191

 2,980

 Additional paid-in capital

 12,669,930

 327,435

 Subscriptions receivable

 -

 ( 102,760
)

 Accumulated deficit

 ( 13,119,081
)

 ( 775,205
)

 Total stockholders' deficit

 ( 433,017
)

 ( 535,590
)

 Total liabilities and stockholders' deficit

 $
 15,302,529

 $
 77,819

 The
accompanying notes are an integral part of these audited financial statements.

 F- 2

 KEYSTAR CORP.

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 2023

 2022 (Restated)

 For the Years ended June 30,

 2023

 2022 (Restated)

 Gaming loss, net

 $
 ( 36,789
)

 $
 -

 Cost of gaming revenue

 46,820

 -

 Net gaming loss

 ( 83,609
)

 -

 Operating expenses:

 Salaries and wages

 5,477,939

 264,212

 General and administrative

 1,880,658

 382,550

 Depreciation and amortization

 104,484

 -

 Impairment of common control intangible assets

 48,533

 -

 Sales and marketing

 276,783

 -

 Total operating expenses

 7,788,397

 646,762

 Other income (expense):

 Other income

 -

 Loss on change in fair value of derivative

 ( 970,760
)

 -

 Loss on extinguishment of debt

 -

 ( 74,205
)

 Interest expense

 ( 31,887
)

 -

 Interest expense – related party

 ( 2,454,712
)

 ( 8,843
)

 Interest expense

 ( 31,887
)

 -

 Total other income (expense)

 ( 3,456,490
)

 ( 83,048
)

 Net loss from continuing operations, net of income taxes

 ( 11,328,496
)

 ( 729,810
)

 Net income (loss) from discontinued operations, net of income taxes

 ( 9,380
)

 13,836

 Net loss

 $
 ( 11,337,876
)

 $
)

 Less: deemed dividend from the purchase of Series C preferred stock

 ( 1,006,000
)

 -

 Net loss attributable to common stockholders

 ( 12,343,876
)

)

 Net loss per common share
 - basic and diluted

 $
 ( 0.32
)

 $
 ( 0.02
)

 Weighted average number of common shares outstanding
 - basic and diluted

 38,330,589

 29,800,000

 The
accompanying notes are an integral part of these audited financial statements.

 F- 3

CORP.

 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' DEFICIT

 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

 Capital

 Receivable

 Deficit

 (Deficit)

 Balance, June 30, 2021

 2,000,000

 $

 -

 $
 -

 -

 $
 -

 29,800,000

 $
 2,980

 $
 53,297

 $
 -

 $
 ( 59,231
)

 $
 ( 2,754
)

 Issuance of preferred stock for extinguishment of debt

 -

 -

 -

 -

 -

 -

 74,205

 -

 -

 85,898

 Issuance of preferred stock for cash

 -

 -

 -

 -

 666,666

 -

 -

 199,933

 ( 102,760
)

 -

 97,240

 Net loss for the period

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance, June 30, 2022 (Restated)

 2,000,000

 $

 $

 666,666

 $

 29,800,000

 $
 2,980

 $
 327,435

 $
 ( 102,760
)

 $
 ( 775,205
)

 $
 ( 535,590
)

 Balance, value

 2,000,000

 $

 $

 666,666

 $

 29,800,000

 $
 2,980

 $
 327,435

 $
 ( 102,760
)

 $
 ( 775,205
)

 $
 ( 535,590
)

 Receipt of cash from Issuance of preferred stock

 -

 -

 -

 -

 -

 -

 -

 -

 -

 102,760

 -

 102,760

 Purchase and redemption of preferred stock for cash

 ( 2,000,000
)

 ( 200
)

 -

 -

 -

 -

 -

 -

 ( 21,800
)

 -

 -

 ( 22,000
)

 Issuance of common stock for cash

 -

 -

 -

 -

 -

 -

 4,105,000

 2,767,089

 -

 -

 2,767,500

 Issuance of common stock for acquisition of certain assets of ZenSports, Inc.

 -

 -

 -

 -

 -

 -

 6,499,350

 -

 -

 Issuance of common stock for common control acquisition of certain assets of Ultimate Gamer, LLC

 -

 -

 -

 -

 -

 -

 1,500,000

 56,286

 -

 -

 56,436

 Issuance of preferred stock for cash

 -

 -

 -

 -

 2,166,665

 -

 -

 649,784

 -

 -

 650,000

 Issuance of preferred stock as compensation

 -

 -

 -

 -

 2,980,000

 -

 -

 36,442

 -

 -

 36,740

 Amortization of preferred stock as compensation

 -

 -

 -

 -

 -

 -

 -

 -

 857,260

 -

 -

 857,260

 Fair value of warrant issued as part of restated. relate party demand. Line of credit

 -

 -

 -

 -

 -

 -

 1,736,167

 -

 -

 1,736,167

 -

 -

 Deemed dividend on purchase of preferred stock

 -

 -

 -

 -

 ( 3,313,333
)

 ( 331
)

 -

 -

 ( 993,669
)

 -

 ( 1,006,000
)

 ( 2,000,000
)

 Fair value of warrant issued with related party note payable

 -

 -

 -

 -

 -

 -

 -

 -

 485,017

 -

 -

 485,017

 Fair value of vested incentive stock options

 -

 -

 -

 -

 -

 -

 -

 -

 270,569

 -

 -

 270,569

 Net loss for the period

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 11,337,876
)

 ( 11,337,876
)

 Balance, June 30, 2023

 -

 $
 -

 $

 2,499,988

 $

 41,905,000

 $
 4,191

 $
 12,669,930

 $
 -

 $
 ( 13,119,081
)

 $
 ( 433,017
)

 Balance, value

 -

 $
 -

 $

 2,499,988

 $

 41,905,000

 $
 4,191

 $
 12,669,930

 $
 -

 $
 ( 13,119,081
)

 $
 ( 433,017
)

 The
accompanying notes are an integral part of these audited financial statements.

 F- 4

CORP.

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 2023

 2022 (Restated)

 For the Year Ended June 30,

 2023

 2022 (Restated)

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss

 $
 ( 11,337,876
)

 $
)

 Adjustments to reconcile net loss to net cash provided by operating activities:

 Gain (loss) on assignment of assets

 ( 4,698
)

 -

 Depreciation and amortization

 104,484

 -

 Amortization of debt issuance costs

 1,952,708

 -

 Issuance of Series C preferred stock for services

 894,000

 -

 Loss on sale of equipment

 3,829

 -

 Impairment of common control intangible assets

 48,533

 -

 Fair value of warrant issued with related party note payable

 485,017

 -

 Fair value of vested incentive stock options

 270,569

 -

 Discount on related party note payable

 ( 323,345
)

 -

 Change in fair value of derivative liability

 970,760

 -

 Loss on extinguishment of debt

 -

 74,205

 Changes in operating assets and liabilities:

 Inventory

 -

 7,349

 Prepaid expenses and other current assets

 ( 1,201,677
)

 1,081

 Accounts payable and accrued expenses

 866,822

 340,738

 Accounts payable and accrued expenses - related party

 299,920

 12,005

 Players balances

 175,831

 -

 Net cash used in operating activities

 ( 6,795,123
)

 ( 280,596
)

 CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of equipment

 ( 4,980
)

 -

 Proceeds from sale of equipment

 3,500

 -

 Cash paid for capitalized software

 ( 816,697
)

 -

 Cash paid for capitalized gaming license

 ( 135,837
)

 -

 Cash paid for assets acquired in the ZenSports transaction

 ( 750,000
)

 -

 Net cash used in investing activities

 ( 1,704,014
)

 -

 CASH FLOWS FROM FINANCING ACTIVITIES

 Repayments of amounts due to related party

 -

 ( 5,507
)

 Cash paid for repurchase of Series A convertible preferred stock

 ( 22,000
)

 -

 Cash paid for repurchase of Series C convertible preferred stock

 ( 300,000
)

 -

 Proceeds from issuance of common stock

 2,767,500

 -

 Proceeds from issuance of Series C convertible preferred stock

 650,000

 97,240

 Proceeds from line of credit, related party

 3,685,338

 166,539

 Proceeds from note payable, related party

 1,600,000

 -

 Repayments of note payable, related party

 ( 35,000
)

 -

 Proceeds from note payable – current

 377,438

 -

 Repayments of note payable - current

 ( 37,744
)

 -

 Cash received in satisfaction of stock subscriptions receivable

 102,760

 -

 Net cash provided by financing activities

 8,788,292

 258,272

 NET CHANGE IN CASH

 289,155

 ( 22,324
)

 CASH AT BEGINNING OF PERIOD

 66,241

 88,565

 CASH AT END OF PERIOD

 $
 355,396

 $
 66,241

 SUPPLEMENTAL INFORMATION:

 NON-CASH FINANCING AND INVESTING ACTIVITIES:

 Common stock issued for acquisition of assets of ZenSports Inc.

 $

 $
 -

 Common stock issued for common control transaction

 $
 56,436

 $
 -

 Note payable issued for purchase of Series C convertible preferred stock

 $
 1,700,000

 $
 -

 Series C shares issued for subscription receivable

 $
 -

 $
 102,760

 Series B shares issued upon conversion of debt

 $
 -

 $

 Derivative and warrants issued for deferred financing costs

 $
 7,624,859

 $
 -

 Deemed dividends on purchase of Series C Convertible preferred stock

 $
 1,006,000

 $
 -

 The
accompanying notes are an integral part of these audited financial statements.

 F- 5

CORP.

 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

 June
30, 2023 and 2022

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

 Overview
and Organization

 KeyStar
Corp. (the "Company," "we", "us" and "our") was incorporated on April 16, 2020, under
the laws of the State of Nevada, as KeyStar Corp. The company has 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.

 Prior
to September 15, 2022, our business consisted of the retail sale of masks and similar products, and convention services (together, the
prior business). Through our e-commerce sales channel, we sold KN-95 facemasks, disposable facemasks, and disinfectant wipes through
an online store in the United States of America. Through our convention sales channel, we offered convention services, which connect
US buyers to Chinese manufacturers. Due to the COVID-19 pandemic, many traditional conventions were postponed in the United States. Accordingly,
our convention services had been intended to offer online (or virtual) convention services to potential customers. However, as a result
of the commencement of the lifting of many travel restrictions, we adjusted our convention services from coordinating virtual conventions
to focusing on certain traditional on-site convention services. Through our KeyStarCorp.com website, we offered trade show booth staffing,
trade show booth design, manufacturing, and turn-key trade show booths.

 As
of June 15, 2022, we hired a new Chief Executive Officer and Chief Financial Officer along with certain key employees of ZenSports, Inc.
to explore business opportunities related to software and mobile application development and services related to such technology. On
August 26, 2022, the Company entered into an Asset Purchase Agreement to purchase certain technological assets from ZenSports, Inc. The
assets were purchased to allow us to offer gambling and entertainment opportunities through technology, principally the online gaming
technology and use of the name ZenSports. We did not acquire all the assets of the Company, the assets we didn't purchase include,
among other assets, ZenSport's legal entity name "ZenSports, Inc." and those assets related to ZenSports' physical
casino called the Big Wheel Casino, located in Lovelock, Nevada. See Notes 3, 4, and 10.

 On
September 12, 2022, we entered into an Asset Purchase Agreement between the Company and Excel Members, LLC ("Excel"), a company
controlled by Bruce Cassidy, the chairman of our board of directors, to acquire certain assets of Excel a company of which a Company
controlled by Mr. Cassidy is the manager, and effectively has a controlling interest. Excel acquired certain assets of a company, Ultimate
Gamer, LLC, which was formerly an Esports tournament company, through the assignment for the benefit of the creditor's court process.
See Notes 3, 4, and 10.

 On
September 15, 2022, we executed an assignment and assumption agreement whereby we assigned our e-commerce sales channel and the convention
services operating assets to TopSight Corporation ("TopSight"), a company owned by our former Chief Financial Officer Zixiao
Chen, effectively discontinuing our historical operations.

 After
the foregoing transactions, we have effectively ceased our prior business operations and assembled a comprehensive platform capability
that enables both business-to-business and direct-to-consumer offerings within the online sports betting, eSports, and fintech/digital
currency markets. The platform is targeted at global business opportunities and has been designed as a flexible foundation for corporate
growth.

 Effective
January 10, 2023, Mr. John Linss ("Linss") resigned as a member of the Company's board of directors ("Board")
and as the Company's Chief Executive Officer, Principal Executive Officer, President, and Chief Technology Officer pursuant to
the terms of a Separation Agreement and Release dated the same date.

 F- 6

 On
January 10, 2023, the Board appointed Mark Thomas as the new Chief Executive Officer, Principal Executive Officer, President, and Chief
Technology Officer of the Company. Prior to accepting the new position Mr. Thomas was the Company's Chief Product Officer and was
the founder and former Chief Executive Officer of ZenSports, Inc.

 As
part of the change in Chief Executive Officers the Board and Mr. Thomas laid out a plan to change the Company's business focus
from the aforementioned comprehensive platform capability that enables both business-to-business and direct-to-consumer offerings within
the online sports betting, eSports, and fintech/digital currency markets. To a singular focus on business-to-consumer (B2C) sports betting
in one targeted jurisdiction, Tennessee, for up to a two-year period. 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.

 Basis
of Presentation

 The
consolidated financial statements presented in this report are of KeyStar Corp. and its wholly owned subsidiaries. The Company maintains
its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America
("U.S. GAAP") and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC").

 Restatement
of Previously Issued Financials

fiscal 2023, the Company corrected an accounting error related to the estimated value of the shares of Series B convertible preferred
stock issued and recorded in the year ended June 30, 2022. Management determined that the value of the shares and the corresponding loss
on debt extinguishment was overstated by the $ 747,102.

 To
correct this accounting error, the Company recorded an adjustment to equity and other losses in the amount of $ 747,102 as of and for
the year ended June 30, 2022.

 In
evaluating whether the previously issued Consolidated Financial Statements were materially misstated for the interim or annual periods
June 30, 2023 and June 30, 2022, respectively, the Company applied the guidance of Financial Accounting Standards Board ("FASB")
Accounting Standards Codification ("ASC") 250, Accounting Changes and Error Corrections, SEC Staff Accounting Bulletin ("SAB")
Topic 1.M, Assessing Materiality, and SAB Topic 1.N, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements
in Current Year Financial Statements and concluded that the effect of the errors on prior period annual financial statements was material;
and therefore as noted in SAB Topic 1.N. the Company has restated the June 30, 2022 consolidated financial statements in accordance with
FASB ASC 250-10-45-23.

 The
following tables show the consolidated financial statement amounts as previously reported and as revised and for the year ended June
30, 2022:

OF CONSOLIDATED FINANCIAL STATEMENT

 Stockholders' Deficit

 As Previously Reported

 2022
 Adjustments

 As Revised

 Additional paid in capital

 $
 1,074,537

 $
 ( 747,102
)

 $
 327,435

 Accumulated deficit

 $
 ( 1,522,307
)

 $
 747,102

 $
 ( 775,205
)

 Other income (expense)

 For the year ended

As Previously Reported

 2022

Adjustments

 For the year ended

As Revised

 Loss on extinguishment of debt

 $
 ( 821,307
)

 $
 747,102

 $
 ( 74,205
)

 Total other income (expense)

 $
 ( 830,150
)

 $
 747,102

 $
 ( 83,048
)

 Total net loss

 $
 ( 1,463,076
)

 $
 747,102

 $
)

 Net loss per common share – basic and diluted

 $
 ( 0.05
)

 $
 0.03

 $
 ( 0.02
)

 F- 7

 Principals
of Consolidation

 The
consolidated financial statements represent the results of KeyStar Corp. 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.

 Fiscal
Year End

 The
Company's year-end is June 30.

 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 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 $ 13,119,081 as
of June 30, 2023. The Company had a net loss from continuing operations of $ 11,328,496 and negative cash flows of $ 6,795,123 from operations
for the year ended June 30, 2023. 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.

 F- 8

 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 demand line of credit, a related party 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 revenues 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.

 These
financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of
assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes
that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for our
Company to continue as a going concern.

 Cash
and 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 June 30, 2023, the
Company maintained a total cash balance which was $ 71,146 in excess of 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 June 30, 2023 and 2022, approximately $ 135,000 and $ 0 was reserved for users.

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:

 SUMMARY
OF PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES

 to 5 years

 F- 9

 Intangible
assets include developed technology, internally developed software and website development costs, gaming license, and trade marks.

 Internally
developed capitalized software and website development and the KeyStar 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. As of June 30, 2023, the developed technology was placed in service on
June 8, 2023. See Note 3.

 Estimated
useful lives are as follows:

 SUMMARY
OF ESTIMATED LIVES OF INTANGIBLE ASSETS

 Developed
 technology

 years

 Capitalized
 software and website development

 years

 Trade
 marks

 3 - 5
 years

 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.

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. At June 30, 2023, management determined that the acquired Ultimate Gamer trademarks were fully
impaired pursuant to the annual impairment test and, as such has written off the carrying value of trademarks.

 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 performed a qualitative test as of June 30, 2023, and determined that the common control developed
technology and trademarks acquired would no longer be invested in and would not be generating cash flows for the foreseeable future.
Impairment charges of $48,533 related to these intangible assets were expensed (See Notes 3 and 4). The Company did not record any impairment
charges related to intangibles assets during the year ended June 30, 2022.

 Lease
Commitments

 The
Company has no long-term lease commitments. Effective January 10, 2023, The Company moved its headquarters to Miami Florida. As part
of the move effective January 1, 2023, the Company assumed the office lease of a related party, ZenSports, Inc. The lease expires on
 September 30, 2023, and has a minimum monthly lease payment of $ 6,500.

 The
Company rented office space for its former corporate headquarters in Las Vegas Nevada on a month-to-month lease for $ 1,700 per month.
The Las Vegas lease was terminated effective January 31, 2023. Prior to September 15, 2022, the company rented a storage facility for
its inventory on a variable month-to-month lease agreement, rents ranged from $ 58 to $ 123 per month.

 In
February 2016, the FASB issued ASU 2016-02, Leases ("ASC Topic 842"). Under this guidance, lessees are required to recognize
on the balance sheet a lease liability and a right-of-use ("ROU") asset for all leases, except for short-term leases with
terms of twelve months or less. The lease liability represents the lessee's obligation to make lease payments arising from a lease
and will initially be measured as the present value of the lease payments. The ROU asset represents the lessee's right to use a
specified asset for the lease term, and will be measured at the lease liability amount, adjusted for lease prepayment, lease incentives
received and the lessee's initial direct costs.

 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 support by little to no market activity.

 The
Company's derivative liabilities are carried at fair value and are classified as Level 3 liabilities.

 F- 11

 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 years ended June 30, 2023, or 2022.

OF DERIVATIVE LIABILITIES

 Description

 Total fair value at

 Quoted prices in Active
markets (level 1)

 Significant other observable inputs (level 2)

 Significant unobservable inputs (level 3)

 Derivative liability (1)

 $
 6,859,452

 $
 -

 $
 -

 $
 6,859,452

 Description

 Total fair value at

 Quoted prices in Active
 markets (level 1)

 Quoted prices in Active
 markets (level 2)

 Quoted prices in Active
 markets (level 3)

 Derivative liability (1)

 $
 -

 $
 -

 $
 -

 $
 -

 (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 June 30, 2023, and June 30, 2022, the Company had a derivative liability of $ 6,859,452 and $ 0, respectively.

 Players
Balances

 The
player's balances are comprised of players' balances from our Tennessee sports betting operations and of the remaining players
balance liability assumed as part of the purchase of the ZenSports technological assets.

 F- 12

 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.

 Revenue
Recognition from our former business

 The
Company recognizes revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard
Board's ("FASB") Accounting Standards Codification ("ASC") 606, Revenue From Contracts with Customers,
which consists of five steps to evaluating contracts with customers for revenue recognition: (a) identify the contract with the customer;
(ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price;
and (v) recognize revenue when or as the entity satisfied a performance obligation.

 Revenue
recognition for our prior business occurred at the time we satisfy a service performance obligation to our customers or when control
of product transfers to customers upon shipment, provided there are no material remaining performance obligations required of the Company
or any matters of customer acceptance. We only recorded revenue when collectability was probable. All payments are received upon order
of services and prior to delivery of the product, so we have no accounts receivable.

 The
Company's prior business was providing quality merchandise through its former online store in the United States of America. Due
to the COVID-19 pandemic, the Company was focusing on providing disposable face masks and KN-95 face masks at affordable prices. Customers
ordered and paid for the products through the online store, when the Company confirmed the order and payment, the Company delivered the
product through common carriers, at which point the Company recognized revenue, as this is when our performance obligation is satisfied.
The Company recorded actual sales returns when the customers return the products. The transaction price has not been affected by returns
as the Company did have significant returns.

 All
prior business operations, including sales and revenues, are included in the net income (loss) from discontinued operations, net of income
taxes in the statement of operations. For the year ended June 30, 2023, and 2022, the Company recognized e-commerce sales of products
$ 101 and $ 11,351, and Convention services revenues of $ 435 and $ 67,056 respectively. See Note 14.

 F- 13

 Cost
of Revenues from our former business

 Costs
of revenues from our prior business primarily consisted of outsourced vendors for both types of revenues. The Company includes product
costs (i.e., material, direct labor, and overhead costs) and shipping and handling expenses in cost of revenues. All prior business operations,
including cost of revenues, are included in the net income (loss) from discontinued operations, net of income taxes in the statement
of operations. See Note 14.

 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 the compensation of sales and marketing personnel.
Advertising costs are expensed as incurred and are included in sales and marketing expense in our consolidated 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 years ended June 30, 2023 and 2022, advertising costs calculated in accordance with U.S. GAAP were $ 148,790
and $ 0, 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.

 F- 14

 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.

 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 June 30, 2023 and 2022 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.

OF EARNINGS (LOSS) PER SHARE ANTI-DILUTIVE

 For the year ended June 30, 2023

 For the year ended June 30, 2022

 Stock Options

 -

 Series A Preferred Shares

 -

 200,000,000

 Series B Preferred Shares

 1,169,300

 1,169,300

 Series C Preferred Shares

 8,333,327

 2,222,220

 Warrants

 5,600,000

 -

 Shares issuable upon conversion of line of credit

 17,130,907

 -

 Total potentially dilutive shares

 38,733,534

 203,391,520

 Recent
Accounting Pronouncements

 In
June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected
credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and
supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial
assets measured at amortized cost. ASU 2016-13 was subsequently amended by Accounting Standards Update 2018-19, Codification Improvements
to Topic 326, Financial Instruments—Credit Losses, Accounting Standards Update 2019-04 Codification Improvements to Topic 326,
Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, and Accounting Standards
Update 2019-05, Targeted Transition Relief. For public entities, ASU 2016-13 and its amendments are effective for fiscal years, and interim
periods within those fiscal years, beginning after December 15, 2019. For all other entities, this guidance and its amendments will be
effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early application
will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.
The Company does not expect the cumulative effect resulting from the adoption of this guidance will have a material impact on its consolidated
financial statements.

 Other
recently issued ASUs by the FASB have no material impact on the Company's consolidated results of operations or financial position.

 F- 15

 NOTE
2 - EQUIPMENT

and Website development costs of $ 7,903 of $ 26,637, respectively, were acquired on September 12, 2022, as part of the acquisition of
the assets of Ultimate Gamer, LLC in a common control transaction. When accounting for a transfer of assets or exchange of shares between
entities under common control, the receiving entity should recognize the assets and liabilities transferred at the historical cost of
the parent of the entities under common control The equipment was recorded at the historical cost to Ultimate Gamer, LLC on the date
of close, and were fully impaired during the year ended June 30, 2023. See Note 3.

 The
Company's equipment consisted of the following as of:

 SCHEDULE OF EQUIPMENT, CAPITALIZED SOFTWARE AND WEBSITE

 $
 4,980

 $
 -

 Total

 4,980

 -

 Less: accumulated depreciation

 1,167

 -

 Equipment, net

 $
 3,813

 $
 -

 Depreciation
expense of equipment during the year ended June 30, 2023, and 2022 was $ 1,740 and $ 0, respectively.

 NOTE
3 - STRATEGIC ASSET ACQUISITIONS

 ZenSports,
Inc.

 Prior
to entering the Transaction, on June 16, 2022, we hired certain employees "Key Persons" of ZenSports, Inc. including Mark
Thomas as our Chief Product Officer and is our Chief Executive Officer. Mr. Thomas is still the Chief Executive Officer and sole member
of the board of directors of ZenSports. The Key Persons, as a group, are collectively the record and beneficial owners of a majority
of the issued and outstanding shares of capital stock of the surviving ZenSports, Inc.

 On
August 26, 2022, $ 500,000 of cash (net of assumed liabilities and prepaid expenses), and 6,500,000 shares of the Company's common
stock, valued at $ 1.00 per share, which is the same consideration paid by unrelated and non-affiliated investors in our current private
offering of common shares, were issued in exchange for the purchase of certain technological assets of ZenSports, Inc. Concurrently the
Company issued 750,000 shares of common stock in conjunction with a $ 750,000 private placement in a public company.

 ZenSports
is in the business of offering gambling and entertainment opportunities through technology and a physical casino. The Company purchased
a portion of ZenSports' assets, principally the online gaming technology and use of the name ZenSports. The assets we didn't
purchase include, among other assets, ZenSports legal entity name "ZenSports, Inc." and those assets related to ZenSports'
physical casino called the Big Wheel Casino, located in Lovelock, Nevada.

 F- 16

 Pursuant
to the terms and conditions of the APA, the aggregate purchase price paid to ZenSports consisted of cash in the amount of the sum of
$ 500,000 plus prepaid expenses minus player liabilities; 5,850,000 shares of our common stock, valued at $ 1.00 per share, which is the
same consideration paid by unrelated and non-affiliated investors in our private offering of common shares which closed on August 26,
2022 (the "Stock Consideration"); and 650,000 additional shares of our common stock subject to set off or recoupment by us
until August 25, 2023, in connection with any indemnified losses we may incur pursuant to the Purchase Agreement (the "Holdback
Stock," and together with the Stock Consideration, the "Transaction Shares"). The purchase price also includes $ 250,000
of acquisition fees related to this transaction.

 In
connection with the Transaction and issuance of the Transaction Shares, we also entered into a Registration Rights Agreement (the "Registration
Rights Agreement") with ZenSports (together with any other party that may become a party to the Registration Rights Agreement,
"Holders"). Pursuant to the Registration Rights Agreement, subject to the terms and conditions set forth therein, we are
obligated, among other things, to use our reasonable best efforts to prepare and file on the six-month anniversary of our common stock
becoming listed on the New York Stock Exchange, The NYSE American, The Nasdaq Global Market, The Nasdaq Global Select Market, The Nasdaq
Capital Market or any successor or substantially equivalent national securities exchange a registration statement covering the sale or
distribution from time to time of our common stock held by Holders. We are also obligated to provide for the registration of such registrable
securities for resale by Holders in accordance with any reasonable method of distribution elected by Holders, and to use our reasonable
best efforts to cause such registration statement to be declared effective by the Securities and Exchange Commission as promptly as is
reasonably practicable.

 The
fair value of the purchase consideration issued to the ZenSports asset sellers was allocated to the net assets acquired. The Company
accounted for this transaction as an asset acquisition as per ASC 350, and the assets and liabilities we recorded as of the acquisition
date, at their respective fair values and consolidated with those of the Company. The fair value of the assets acquired as approximately
$ 7,231,000.

 The
table below shows the analysis for the ZenSports asset acquisition:

OF PRELIMINARY ANALYSIS FOR THE ASSET ACQUISITION

 Purchase consideration at fair value:

 Common Stock

 $

 Cash, net of prepaid expenses and players liabilities

 481,054

 Transaction fees

 250,000

 Amount of consideration

 $
 7,231,054

 Assets acquired and liabilities assumed at relative fair market value:

 Current assets

 $
 52,869

 Players liability

 ( 39,222
)

 Developed technology

 6,678,308

 Trade name

 539,099

 Net assets acquired

 $
 7,231,054

 Ultimate
Gamer

 On
September 12, 2022, we entered into an Asset Purchase Agreement with Excel Members, LLC, a company controlled by Bruce Cassidy, our Chairman
and a member of our Board of Directors, to acquire certain assets of a company acquired previously by Excel through an assignment for
the benefit of creditors. Ultimate Gamer, LLC ("UG"), which was formerly in the business of organizing and operating in-person
and online video game competitions tournaments, originally owned these assets. The purchased assets included the brand name Ultimate
Gamer.

 We
purchased a portion of the UG assets, consisting primarily of intellectual property, including trademarks, domain name registrations,
and UG's database(s) of users and gamers for 1,500,000 shares of our common stock, valued at $ 56,436. We did not assume any liabilities
or obligations of Excel or UG.

 F- 17

 Since
the acquired assets were owned by a company controlled by our Chairman of the Board, this transaction has been accounted for as assets
acquired under common control, in which the assets have been presented at their carrying values at the date of the transaction and the
equity interests issued were recorded at an amount equal to the carrying amount of the net assets transferred. See Notes 10 and 13.

 A
summary of the assets acquired at provisional net book value (NBV) allocated is as follows:

 SUMMARY
OF THE ASSETS ACQUIRED

 Website

 $
 26,637

 Trademarks

 21,896

 7,903

 Total assets acquired at provisional net book value

 $
 56,436

 Subsequently,
during the year ended June 30, 2023, management determined that the acquired developed technology and trademarks of Ultimate Gamer,
LLC would no longer be invested in and would not be generating cash flows for the foreseeable future and the intangible assets were
fully impaired in the amount of $ 48,533.
See Notes 1, 4 and 15.

 NOTE
4 - LONG LIVED AND OTHER INTANGIBLE ASSETS

 The
Zensports, Inc. assumed developed technology and trademark were recorded and allocated using relative fair value, based on a on a third
party valuation in accordance with the provisions of ASC 350 of the acquired costs from ZenSports, Inc. on August 26, 2022, as part of
an asset purchase agreement. There was no impairment recorded for these assets during the year ended June 30, 2023, or the year that
ended June 30, 2022. See Notes 3 and 10.

 The
Ultimate Gamer developed technology and trademarks were acquired on September 12, 2022, as part of the acquisition of the assets of Ultimate
Gamer, LLC in a common control transaction. The developed technology and trademarks acquired were recorded at the net book value of Ultimate
Gamer, LLC on the date of close, which included the depreciation for September 2022. As of June 30, 2023, as part of the repositioning
of the company's operations, management determined that acquired developed technology and trademarks of Ultimate Gamer, LLC would
no longer be invested in and would not be generating cash flows for the foreseeable future and as such fully expensed the assets as part
of the Company's annual impairment analysis. The remaining value of the developed technology (website) of $ 26,637 and the remaining
value of the trademarks, $ 21,896 were fully written off and is included in impairment of intangible assets in the statement of operations.

license costs are primarily comprised of legal and professional fees associated with our application for a gaming license in Tennessee.
There was no impairment recorded during the year ended June 30, 2023, and 2022, respectively. See Note 1.

 Long-lived
and other intangible assets held, net of impairment are comprised of the following at:

 SCHEDULE OF LONG-LIVED AND OTHER INTANGIBLE ASSETS

 Developed technology

 $
 7,521,638

 $
 -

 Tradenames and trademarks

 560,999

 -

 Gaming licenses

 -

 Impairment charges

 ( 48,533
)

 -

 Total

 8,169,941

 -

 Less: accumulated amortization

 ( 102,743
)

 -

 Net carrying value

 $
 8,067,198

 $
 -

 Amortization
expense of business intellectual property years ended June 30, 2023, and 2022, was $ 96,154 and $ 0, respectively. Amortization expense
of tradenames for the years ended June 30, 2023, and 2022, was $ 6,589 and $ 0, respectively. Amortization expense is included in the statement
of operations.

 As
of June 30, 2023, intangible assets consisted of the following:

OF INTANGIBLE ASSETS

 Estimated

Useful Life

 Remaining Weighted Average

Useful Life

 Gross Carrying

 Accumulated

Amortization

 Net Carrying

 Finite lived intangible assets:

 Developed technology

 5 years

 4.95 Years

 $
 6,678,308

 $
 81,623

 $
 6,596,685

 Internally developed software

 3 years

 2.94 Years

 803,197

 11,156

 792,041

 Trademarks and tradenames

 5 years

 4.95 Years

 539,099

 6,589

 532,510

 Website

 3 years

 2.27 Years

 13,500

 3,375

 10,125

 Total finite lived intangible assets

 $
 8,034,104

 $
 102,743

 $
 7,931,361

 Indefinite lived intangible assets:

 Gaming license

 Indefinite

 $

 $
 -

 $

 Total indefinite lived intangible assets:

 $

 $
 -

 $

 Total intangible assets:

 $
 8,169,941

 $
 102,743

 $
 8,067,198

 The
estimated future amortization of intangibles subject to amortization at June 30, 2023 was as follows:

OF FUTURE AMORTIZATION OF INTANGIBLE

 For the Years Ended June 30,

 2024

 $
 1,715,714

 2025

 1,713,876

 2026

 1,699,347

 2027

 1,443,481

 2028

 1,358,943

 Total

 $
 7,931,361

 F- 18

 NOTE
5 – PLAYERS BALANCES

 The
player's balances were comprised of sports betting deposits assumed and recorded at the fair market value acquired from ZenSports,
Inc. on August 26, 2022, as part of an asset purchase agreement. The balances as of June 30, 2023, are comprised of players betting deposits
and contestant prize winnings for eSports and other promotional events. During May 2023, the company was approved by the state of Tennessee
for its Sports Betting license and commenced Sports Betting operations on June 8, 2023, as such, the Company began accepting new sports
betting deposits in addition to recording only payouts on the acquired players liability balances.

 NOTE
6 - NOTES PAYABLE AND NOTES PAYABLE – RELATED PARTY

 On
April 27, 2020, the Company executed a promissory note with Zixiao Chen, our former Chief Financial Officer for $ 35,000. The note bears
interest at 10 % per annum and is due in two business days after demand for payment. The note was repaid in full on July 25, 2022, with
$ 7,853 of accrued interest waived by Ms. Chen as per the terms of the assignment and assumption agreement. The waiver of accrued interest
has been recorded in the statement of operations as part of the gain (loss) on assignment of assets for the year ended June 30, 2023.The
interest expense for the years ended June 30, 2023, and 2022 was $ 240 and $ 3,500 respectively. See Notes 3 and 13.

 On
December 30, 2020, the Company executed a promissory note with TopSight, a company owned by Zixiao Chen, our former Chief Financial Officer
for cash proceeds of $ 30,000. The note bears interest at 10 % per annum and is due in two business days after the demand for payment.
On December 17, 2021, TopSight entered into a note purchase and assignment agreement with Eagle Investment Group, LLC, a company controlled
by Bruce Cassidy (our former Chief Executive Officer through June 14, 2022) the Chairman of our Board of Directors to assign the note
to Eagle Investment Group, LLC. Concurrently, we entered into an Allonge agreement with TopSight to change the noteholder from TopSight
to Eagle Investment Group, LLC.

 As
of June 30, 2023, and June 30, 2022, the principal balance is $ 30,000 and $ 30,000 and accrued interest is $ 7,496 and $ 4,496, respectively.
The interest expense for the years ended June 30, 2023, and 2022 was $ 3,000 and $ 3,000, respectively. See Note 13.

 On
December 28, 2021, in connection with the assignment of that certain Convertible Demand Promissory Note dated April 20, 2020 (see Note
7), in the principal amount of $ 10,000 (the "Demand Note") that was initially in favor of Zixiao Chen (our Chief Financial
Officer at the time of the Demand Note's issuance) was purchased from Ms. Chen by Eagle Investment Group, LLC, we amended and restated
the demand note (the "Demand Note") that is now in favor of Eagle Investment Group, LLC. a company controlled by Bruce Cassidy
(our former Chief Executive Officer through June 14, 2022) the Chairman of our Board of Directors. As part of a related transaction,
the note was converted into shares of Series B Convertible Preferred Stock. See Note 7.

 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. The outstanding
principal balance at June 30, 2023, is $ 1,700,000, with $ 850,000 being classified as Note Payable- Current on the balance sheet, and
accrued interest is $ 28,511. The interest expense for the year ended is $ 28,511. See notes 1, 10, and 13.

 F- 19

 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.

 The
note payable the warrants are issued in a single transaction and as such were allocated among the 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:

OF FAIR VALUE OF DERIVATIVES

 Expected
 volatility

 Risk-free

 interest
 rate

 Expected

 dividend
 yield

 Expected
 life

 (in
 years)

 At
 May 5, 2023

 111.60

 %

 4.20

 %

 %

 The
$ 160,000 note fee is accounted for as related party interest expense and is expensed ratably over the life of the Note.

 At
June 30, 2023, the remaining balance of the note discount is $ 323,345 and accrued interest of $ 51,767 is included in the balance sheet.
During the year ended June 30, 2023, $ 161,672 in note discount was recorded and is included in the balance sheet and $ 51,167 in related
party interest expense is included in the statement of operations.

 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 is due on March 24, 2024. The balance of this Note was $ 339,694 as of June 30, 2023, and is included as part of Notes Payable
– Current in the balance sheet.

 NOTE
7 - CONVERTIBLE DEBT - RELATED PARTY

 On
April 20, 2020, the Company executed a convertible promissory note with Zixiao Chen, our former Chief Financial Officer for $ 10,000.
The note bears interest at 10 % per annum and is due in two business days after the demand for payment. This note is convertible at $ 0.001
per common share and can be converted by Notice of Conversion at the option of the holder. See Note 13.

 On
December 28, 2021, the noteholder transferred the loan to another entity that is controlled by Bruce Cassidy (our former Chief Executive
Officer through June 14, 2022) and the Chairman of our Board of Directors. The Company and the new noteholder mutually agreed to allow
the note to be converted into shares of Series B Convertible Preferred Stock at the conversion price of $ 1.00 per share. The principal
balance and accrued interest was converted into 11,693 shares of Series B Convertible Preferred Stock. The fair value of the stock was
$ 85,898 and the Company recorded a loss on extinguishment of debt of $ 74,205 during the year ended June 30, 2022. See Note 10.

 NOTE
8- 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 former Chief Executive Officer through June 14, 2022) 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.

 F- 20

 On
August 16, 2022, the non-revolving line of credit demand note was increased to $ 2,000,000 under the amended and restated discretionary
non-revolving line of credit demand note 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.

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
 %

 %

 1.77

 At June 30, 2023

 113.9
 %

 5.18
 %

 %

 1.42

 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:

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
 %

 %

 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 years ended June 30, 2023 and 2022. The Company
will amortize the debt issuance costs over sixteen months, which is the estimated life of the debt. During the years ended June 30, 2023
and 2022, $ 1,952,708 and $ 0 of such amortization was included in interest expense.

the year ended June 30, 2023, the Company drew down $ 3,685,338 on the Line of Credit. The funds were used for operating expenses including
costs associated with attaining a Tennessee gaming license along with funding $ 300,000 toward the cost of repurchasing Series C preferred
stock from John Linss, our former Chief Executive Officer. As of June 30, 2023, and 2022 the principal and accrued interest balances
of the line of credit are principal outstanding of 3,851,877 and accrued interest of $ 259,541, and principal outstanding of $ 164,694
and accrued interest of $ 1,845, respectively. See Notes 3, 6, 13, and 15.

 F- 21

 NOTE
9 – DERIVATIVE LIABILITIES

 On
February 24, 2023, the Company entered into the second amended and restated discretionary non-revolving line of credit demand note ("LOC")
with a common control owner (see note 8). The LOC 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. See note 1.

 The
table below sets forth a summary of the changes in the fair value of the Company's Level 3 financial liabilities for the year ended
June 30, 2023:

OF FAIR VALUE OF FINANCIAL LIABILITIES

 Balance at the beginning of the period

 $
 -

 Initial valuation of embedded conversion option at February 24, 2023

 5,888,692

 Change in the fair value of the embedded conversion option

 970,760

 Balance at June 30, 2023

 $
 6,859,452

 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. See note 8.

 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:

OF FAIR VALUE MEASUREMENT

 Expected volatility

 Risk-free interest rate

 Expected dividend yield

 Expected life (in years)

 At June 30, 2023

 108 - 114 %

 4.20 - 5.18 %

 %

.5 - 2

 NOTE
10 - STOCKHOLDERS' DEFICIT

 The
Company is authorized to issue 475,000,000 shares of common stock, par value $ 0.0001 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. On August 30, 2022, the Series A shares owned by TopSight,
a company owned by Ms. Chen, the Company's former Chief Financial Officer, were redeemed and the Company retired all of the Series
A shares. See Notes 3 and 13.

 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 authorized Series B shares were increased from 0 to 12,000 shares during the year ended June 30, 2022.

 F- 22

 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. The number of Series C shares the Company is authorized to issue was increased from 0 to 475,000,000 shares during the
year ended June 30, 2022.

 Series
A Convertible Preferred Stock

 On
August 30, 2022, the Series A shares owned by TopSight, a company owned by Zixiao Chen, the Company's former Chief Financial Officer,
were redeemed and the Company retired all of the Series A shares. During the year ended June 30, 2023, there were no issuances of Series
A shares. See Notes 3 and 13.

 Series
B Convertible Preferred Stock

the year ended June 30, 2022, 11,690 shares of Series B Convertible Preferred Stock was issued in exchange for related party convertible
debt. See Note 7. During the year ended June 30, 2023, there were no issuances of Series B shares.

 Series
C Convertible Preferred Stock

 On
July 11, 2022, the Company sold 2,166,666 shares of its Series C Convertible Preferred Stock at $ 0.30 per share for total proceeds of
$ 650,000 to related parties. A company managed by a member of 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 purchased 1,000,000 shares, Zen SRQ LLC
a company associated with a former member of the board of directors purchased 833,332 shares and Core Speed, LLC a Company owned by John
Linss our former Chief Executive Officer and former member of our board of directors purchased 333,333 shares. The proceeds were used
to fund operations. See notes 1 and 13.

 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.

 Effective
January 10, 2023, John Linss, our former Chief Executive Officer and former member of our board of directors resigned. As part of the
separation agreement and release as of that date, the parties agreed that Mr. Linss through his ownership of CoreSpeed, LLC has rights
set forth in the Award Agreement concerning the restricted Series C Convertible Preferred Stock that will be the same as though he did
not resign but that his employment was involuntarily terminated by KeyStar without cause. Accordingly, the parties will consider Linss'
resignation a vesting acceleration event of the restricted Series C Convertible Preferred Stock. As such the full value $ 894,000 value
of the stock grant was recognized to non-cash compensation and included in salaries and wages in the statement of operations during the
year ended June 30, 2023.

 John
Linss and Corespeed, LLC, as part of the above-noted separation and release agreement, agreed to sell and KeyStar has agreed to purchase
all of the Series C shares for a total of $ 2,000,000 pursuant to the terms of definitive agreements. Mr. Linss held 2,980,000 of the
Shares in his name, and the other 333,333 Shares are held in the name of Corespeed, LLC. Mr. Linss is the sole member of Corespeed, LLC
and the beneficial owner of the Shares held by Corespeed, LLC.

 F- 23

 On
February 27, 2023, the Company entered into stock redemption and purchase agreements with Mr. Linss and Corespeed, LLC for the purchase
of the Shares. 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 $ 994,000 fair value of the Series C Convertible preferred stock originally issued to John Linss was netted
against the $ 2,000,000 purchase price paid by the Company for the shares which resulted in a $ 1,006,000 deemed dividend that is included
in the Statement of Operations. See notes 1, 6, and 13.

 Common
Stock

 On
August 26, 2022, we issued 6,500,000 shares of common stock issued for the acquisition of certain assets of ZenSports Inc pursuant to
an asset purchase agreement, 1,500,000 shares of common stock issued for the acquisition of certain assets of Ultimate Gamer LLC pursuant
to an asset purchase agreement. See Notes 3 and 13.

 On
August 26, 2022, we closed on a private offering of our common stock where we sold an aggregate of 750,000 shares of our common stock
to 11 third-party investors at a price of $ 1.00 per share for an aggregate purchase price of $ 750,000 (the "Private Offering").
Each of the investors had access to information concerning us and our business prospects and represented to us in connection with their
purchase that they: (i) acquired the securities for investment only and not with a view to or for sale in connection with any distribution
thereof; (ii) were accredited investors (iii) could bear the risks of the investment, and (iv) could hold the securities for an indefinite
period of time. The offer, sale, and issuance of the shares were deemed to be exempt from registration under 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. See Note 3

 From
August 26 to September 26, 2022, we had multiple closings on our private offering whereby we issued a total of 680,000 shares of Common
stock at $ 1.00 per share for proceeds of $ 250,000, $ 80,000, $ 100,000 and $ 250,000 totaling $ 680,000 to unaffiliated accredited investors.
The proceeds were used for operating capital.

March 2023, we opened a second private offering whereby we issued 2,675,000 shares of common stock at $.50 per share for proceeds of
$ 1,337,500 to unaffiliated accredited investors. The proceeds were used for operating capital.

 NOTE
11 - STOCK OPTIONS

 On
December 28, 2021, the board of directors (the "Board") approved the 2021 stock option plan ("2021 Plan"). The
2021 Plan was subject to the approval of our stockholders within 12 months of the Board's approval. We did not seek approval of
the 2021 Plan from our stockholders on or before December 28, 2022, and no awards of any type were granted under the 2021 Plan.

 On
April 10, 2023, the Board terminated the 2021 Plan and approved a new stock option plan for our director's officers, employees,
advisors, and contractors containing the same terms and conditions as the 2021 Plan (the "2023 Plan"). The 2023 Plan is also
subject to approval of our stockholders within 12 months from the date 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").

 The
2023 Plan provides eligible participants with benefits consisting of one or more of the following: ISOs, NSOs, and bonuses in the form
of our common stock ("Stock Bonuses"). The Board or a committee of directors will administer the 2023 Plan and determine
what employees or officers will receive an award under the 2023 Plan. ISOs, which are intended to be compliant with Section 422 of the
Internal Revenue Code, may be awarded only to our employees. NSOs and Stock Bonuses are not subject to Section 422 of the Internal Revenue
Code and can be awarded to employees and non-employees.

 F- 24

 As
with the 2021 Plan, the aggregate number of shares of our authorized but unissued common stock that can be awarded under the 2023 Plan
is 5,960,000, whether in the form ISOs, NSOs, or Stock Bonuses (or a combination thereof). Awards can be issued under the 2023 Plan for
ten years from the date the Board approved the 2023 Plan. ISOs may be exercised during a period no longer than ten years from the date
of the award (five years for individuals who own more than 10% of the combined voting power of the Company). NSOs may be exercised for
a maximum period of ten years from the date of the award.

 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.

 Below
is a table summarizing the changes in stock options outstanding for the year ended June 30, 2023:

 SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS

 Weighted
 Average

 Number
 of
 Options

 Exercise
 Price
 ($)

 Outstanding
 at June 30, 2022

 -

 -

 Granted

 3,250,000

 $
 0.50

 Exercised

 -

 -

 Expired

 -

 -

 Outstanding
 at June 30, 2023

 3,250,000

 $
 0.50

 Exercisable
 at June 30, 2023

 717,361

 $
 0.50

 As
of June 30, 2023, all outstanding stock options were issued according to the Company's 2023 Plan. There are 2,710,000 unissued
shares of common stock available for future issuance under the 2023 Plan.

 NOTE
12 - COMMITMENTS AND CONTINGENCIES

 Commitments
and Contingencies are as follows:

 On
January 10, 2023, the Board appointed Mark Thomas ("Thomas") as the new Chief Executive Officer appointment, Thomas has served
as the Company's Chief Marketing Officer and Chief Product Officer since June 2022. In lieu of an employment agreement, Thomas
received a written offer letter (the "Offer") that states he will receive an annual salary of $ 380,000, and he is eligible
to participate in the Company's benefit plans.

 F- 25

 Stock-based
compensation expense related to stock options of $ 270,569 was recorded for the year ended June 30, 2023. As of June 30, 2023, the remaining
unrecognized compensation cost related to non-vested stock options is $ 949,381 and is expected to be recognized over 3.50 years. The
outstanding stock options have a weighted average remaining contractual life of 2.58 years and a total intrinsic value of $ 88,112.

 On
February 6, 2023, the Company entered into a supplement to the Offer agreement with Mr. Thomas that sets forth the following terms and
conditions relating to the Incentive Compensation.

 Within
60 calendar days after the Company has $ 1,000,000 or more in Gross Gaming Revenue, the Board will engage at least two executive compensation
consultants to provide reports to the Board regarding the compensation of Chief Executive Officers of comparable companies. The Board
will timely review and consider such reports in determining potential adjustments to your "Annual Salary." Any adjustments
will be at the Board's sole discretion.

 1.

 In
 the event that the Company receives a sports betting license (or equivalent) in the State of Tennessee, within 30 days after the
 issue date, Mr. Thomas will receive a cash bonus of $ 50,000.

 2.

 For
 the next 24 months, in each event that the Company receives a sports betting license (or equivalent) in a new jurisdiction (other
 than the State of Tennessee), within 30 days after the issue date, Mr. Thomas will receive a cash bonus in an amount equal to the
 lesser of (a) $100,000, or (b) the product of 0.01% multiplied by the subject jurisdiction's trailing 12-month sports betting
 handle (using the most recent 12 months reported by Legal Sports Report ("LSR") which currently posts such data at www.legalsportsreport.com/sports-betting/revenue/).
 After the 24-month period, the Board (or its Compensation Committee, if any) will review and consider an extension or adjustment
 to this bonus structure. Any extensions or adjustments will be at the Board's sole discretion.

 3.

 If
 the net loss of the Company for its 2022-2023 fiscal year, as determined by the Company's Chief Financial Officer, is less
 than $ 6,197,719 (the "Benchmark"), Mr. Thomas will be eligible for a cash bonus in an amount equal to 8 % of the difference
 of the actual net loss minus the Benchmark. The cash bonus will be due within 30 days after the determination of the 2022-2023 fiscal
 year net loss.

 Mr.
Thomas' employment with the Company will continue to be "at will.". If said employment with Company is terminated without
"Cause," he will be entitled to severance through continued payments of his current annual base salary of $ 380,000 for 6
months. See notes 1 and 13.

May 2023, Mr. Thomas was paid a $ 50,000 bonus pursuant to the supplemental offer agreement upon the Company being granted a sports betting
license in the state of Tennessee.

 Mr.
Thomas' employment was terminated on October 31, 2023.

August 2022, the company entered into a 60-month contract extension with a vendor for hosting services in Nevada with the intention of
using said service in multiple domestic and international jurisdictions pursuant to the Company's expansion plans at that time.
During May 2023, the company was informed by the Tennessee Sports Wagering and Advisory Council that the vendor was not approved for
hosting Sports Betting technology in Tennessee. Since the services cannot be used in Tennessee and the Company is no longer actively
engaged in seeking gaming licensing in other domestic or international jurisdictions, we have entered into negotiations to settle the
remaining contract. We have not come to a settlement agreement with the vendor and as such we recorded a $ 262,834 accrual for the remaining
balance of the contract.

May 2023, the Company was issued $ 500,000 in a surety bond at an annual premium cost of $ 12,500. 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 and the likelihood of future claims is remote.

 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
13 - RELATED PARTY TRANSACTIONS

 Transactions
with our former and current Chief Executive Officers:

 On
June 14, 2022, the Company entered into an employment agreement with John Linss, as the Company's former Chief Executive Officer.
The agreement was amended on August 16, 2022. The agreement and amended agreement work in tandem and provide for a 3 -year term at an
annual base salary of $ 500,000, a $ 112,000 signing bonus, and certain other bonuses and stock grants.

 On
July 11, 2022, the company sold 333,333 shares of its convertible preferred series C stock at $ 0.30 per share for total proceeds of $ 100,000
to Core Speed, LLC a Company owned by our former Chief Executive officer. See Note 12.

 Effective
January 10, 2023, John Linss, our former Chief Executive Officer and former member of our board of directors resigned. As part of the
separation agreement and release as of that date, the Parties agreed that Mr. Linss through his ownership of CoreSpeed, LLC has rights
set forth in the Award Agreement concerning the restricted preferred series C convertible stock that the Parties will consider Linss'
resignation a Vesting Acceleration Event of the restricted series C convertible stock.

 Linss
and CoreSpeed, LLC, as part of the above-noted separation and release agreement, have agreed to sell and KeyStar has agreed to purchase
all of the Subject Shares for a total of $ 2,000,000 pursuant to the terms of the stock redemption and purchase agreement. See notes 1
and 10.

 On
January 10, 2023, the Board appointed Mark Thomas ("Thomas") as the new Chief Executive Officer. In lieu of an employment
agreement, Thomas received a written offer letter (the "Offer") that states he will receive an annual salary of $ 380,000,
and he is eligible to participate in the Company's benefit plans. On February 6, 2023, the Company entered into a supplement to
the Offer agreement with Mr. Thomas that sets forth the following terms and conditions relating to the Incentive Compensation. See notes
1 and 12.

 Transactions
with our former Chief Financial Officer:

the years ended June 30, 2023, and 2022, the Company's former Chief Financial Officer, Zixiao Chen paid $ 0 and $ 4,448 of expenses
on behalf of the Company and was repaid $ 0 and $ 4,938, respectively. In addition, during July 2022, Ms. Chen was paid $ 20,000 as part
of the Assignment and Assumption agreement described below. The balance owing Zixiao Chen is recorded in due to a related party in the
balance sheet of $ 0 and $ 28,065 as of June 30, 2023, and 2022, respectively.

 On
April 27, 2020, the Company executed a promissory note with our former Chief Financial Officer for $ 35,000. The note bears interest at
 10 % per annum and is due in two business days after the demand for payment. As of June 30, 2023, and 2022, the principal balance is $ 0
and $ 35,000 and accrued interest is $ 0 and $ 6,741. The interest expense for the years ended June 30,, 2023, and 2022 was $ 240 and $ 2,627
respectively. The note was repaid in full on July 26, 2022. See Note 6.

 F- 27

 On
July 26, 2022, the Company made 3 payments to the Company's former Chief Financial Officer totaling $ 77,000 for the settlement
of the two above-noted liabilities, to redeem and retire the 2,000,000 shares of Series A Convertible Preferred Stock owned by her and
outstanding at June 30, 2022, and in anticipation of the execution of assignment and assumption agreement to assume agreed upon assets
and liabilities of the prior business. The Series A shares were redeemed and retired on July 26, 2022. The assignment and assumption
agreement was executed on September 15, 2022. The payments were made as follows. See Notes 3 and 10.

 On
July 26, 2022, the Company paid off $ 17,837 in accrued expenses owing to the Company's former Chief Financial Officer for $ 20,000,
the excess payment of $ 2,163 was recorded against the gain on assignment in the statement of operations.

 On
July 26, 2022, the Company paid off the promissory note held by the Company's former Chief Financial Officer for $ 35,000. The accrued
interest was waived. See Note 6.

 On
July 26, 2022, the company redeemed and retired the 2,000,000 shares of Series A Convertible Preferred Stock owned by Ms. Chen for $ 22,000.
See Note 10.

 Transactions
with our former Chief Executive Officer and current Chairman of our Board of Directors:

 On
July 11, 2022, the company sold 1,000,000 shares of its convertible preferred series C stock at $ 0.30 per share for total proceeds of
$ 300,000 to a company managed by a member of Excel Family Partners, LLLP a company controlled by Bruce Cassidy (our former Chief Executive
Officer through June 14, 2022) and the Chairman of our board of directors. See Note 7.

 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 former Chief Executive Officer through June 14, 2022) 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 3, 6, and 10.

 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. 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 cate, 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
Company estimated the fair value of these derivatives using the Monte-Carlo model. See notes 1 and 9.

 The
amendment to the note includes a common stock warrant exercisable for 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. See notes 1 and 7.

 On
September 12, 2022, we entered into an asset purchase agreement with Excel Members, LLC, a company controlled by Bruce Cassidy, our Cassidy
(our former Chief Executive Officer through June 14, 2022) the Chairman of our Board of Directors, to acquire certain assets of a company
acquired previously by Excel through an assignment for the benefit of creditors. Ultimate Gamer, LLC ("UG"), which was formerly
in the business of organizing and operating in-person and online video game competitions tournaments, originally owned these assets.
The purchased assets included the brand name Ultimate Gamer.

 We
purchased a portion of UG assets, consisting primarily of intellectual property, including trademarks, domain name registrations, and
UG's databases of users and gamers for 1,500,000 shares of our common stock, See Notes 3, and 10.

 F- 28

 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.

 Other
related party transactions:

 On
July 11, 2022, the company sold 833,332 shares of its convertible preferred series C stock at $ 0.30 per share for total proceeds of $ 250,000
to Zen SRQ LLC a company where a former member of the board of directors owns a 25 % non-controlling interest. See Note 12.

 Effective
January 1, 2023, the Company assumed the office lease of a related party, ZenSports, Inc. The lease expires on September 30, 2023, and
has a monthly lease payment of $ 6,500. See note 1.

 NOTE
14 - DISCONTINUED OPERATIONS

 On
September 15, 2022, we entered into an agreement to assign all of the prior business' (discontinued operations) rights including
certain of its assets and liabilities to TopSight, a company owned by Zixiao Chen the Company's former Chief Financial Offer. See
Note 13.

 The
assets and liabilities of our discontinued operations as of June 30, 2022, are included in the balance sheet for comparative purposes
as the assets and liabilities for the year then ended have been adjusted to reflect the assignment to TopSight and are included in other
income in the statement of operations.

 The
following table shows the balance sheet of discontinued operations as of:

OF DISCONTINUED OPERATIONS FOR BALANCE SHEET

 ASSETS

 Current assets:

 Inventory, net

 $

 Total assets

 $

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current liabilities:

 Due to related party

 $
 5,690

 Total liabilities

 5,690

 Stockholders' deficit:

 Accumulated deficit

 ( 4,698
)

 Total stockholders' deficit

 ( 4,698
)

 Total liabilities and stockholders' deficit

 $

 F- 29

 The
following table shows the state of the unaudited discontinued operations:

 2023

 2022

 For
 the Years Ended June 30,

 2023

 2022

 Revenue

 $

 $
 78,407

 Costs of services

 2,082

 63,173

 Gross profit (loss)

 ( 1,546
)

 15,234

 Operating expenses

 7,834

 1,398

 Net income (loss) from discontinued operations, net of income tax

 $
 ( 9,380
)

 $
 13,836

 NOTE
15 - INCOME TAXES

 Deferred
income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. A full valuation allowance is established against all net deferred tax
assets as of June 30, 2023 and 2022 based on estimates of recoverability. While the Company has optimistic plans for its business strategy,
it determined that such a valuation allowance was necessary given the current and expected near term losses and the uncertainty with
respect to its ability to generate sufficient profits from its business model. Because of the impacts of the valuation allowance, there
was no income tax expense or benefit for the years ended June 30, 2023 and 2022.

 A
reconciliation of the differences between the effective and statutory income tax rates for the years ended June 30, 2023 and 2022:

 SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION

 Percent

 Percent

 Percent

 Percent

 Federal statutory rates

 $
 ( 1,474,929
)

 21.0
 %

 $
 ( 149,311
)

 21.0
 %

 State income taxes

 ( 119,917
)

 1.7
 %

 -

 0.0
 %

 Valuation allowance against net deferred tax assets

 1,594,846

 - 22.7
 %

 149,311

 - 21.0
 %

 Effective rate

 $
 -

 0.0
 %

 $
 -

 0.0
 %

 At
June 30, 2023 and 2022, the significant components of the deferred tax assets are summarized below:

 SCHEDULE OF DEFERRED TAX ASSETS

 Deferred income tax asset

 Net operating loss carryforwards

 $
 1,719,859

 $
 149,311

 Debt extinguishment/modification

 436,407

 -

 Depreciation and amortization

 ( 106,863
)

 -

 Gain or loss on sale

 ( 128
)

 -

 Unrealized gains and losses on investments

 222,062

 -

 Impairments

 14,276

 -

 Accrued Interest

 69,574

 -

 Non-cash compensation

 18,118

 -

 174 R&D (net with amortization)

 60,649

 -

 Amortization of 174 R&D

 ( 6,065
)

 -

 Total deferred income tax asset

 2,427,889

 149,311

 Less valuation allowance

 ( 2,427,889
)

 ( 149,311
)

 Total deferred income tax asset

 $
 -

 $
 -

 F- 30

 The
valuation allowance increased by $ 2,278,578 in June 2023 as a result of the Company generating additional net operating losses.

 The
Company has recorded as of June 30, 2023 and 2022 a valuation allowance of $ 2,427,889 and $ 149,311, respectively, as it believes that
it is more likely than not that the deferred tax assets will not be realized in future years. Management has based its assessment on
the Company's lack of profitable operating history.

 The
Company conducts an analysis of its tax positions and has concluded that it has no uncertain tax positions as of June 30, 2023 and 2022.

 The
Company has net operating loss carry-forwards of approximately $ 7,700,000. The June 30, 2019, 2020, 2021, and 2022 tax years are still
subject to audit.

 NOTE
16 - SUBSEQUENT EVENTS

 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.

 On
July 24, 2023, the Company announced the opening of a new round of funding. The company is targeting the sale of up to 8,000,000 shares
of its common stock at a price of $ 1.00 per share, for an aggregate raise of $ 8 million, but has authority from its board of directors
to raise up to $ 10 million in total. The Company is raising this new round of funding under the exemption from registration provided
by Rule 506(c) of Regulation D under the Securities Act of 1933. Accordingly, it is only open to "accredited investors",
as defined by Rule 501 of Regulation D, whose accredited status has been properly verified by a third party.

 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
$.0001 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.

 F- 31

 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.

 As
of the date of the Note, the aggregate outstanding principal balance of all loans 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 $ 376,924.07;
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. On September 15, 2023, the Company borrowed an additional $ 250,000 under the Note. As of September 19, 2023, the
aggregate outstanding principal balance of all loans under the Note was $ 7,138,801.

 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.

 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 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. 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. As a result of the conversion, the outstanding indebtedness under the Former Note was reduced to $ 1,135,000,
which is the aggregate outstanding principal balance of all loans under the Note as of the date of the Note.

 On
October 1, 2023, the Company entered into a lease for office space in Miami, Florida. The lease expires on October 31, 2024, and has
a minimum monthly lease payment of $ 6,500

 On February 4, 2024, the entered into a lease for office space in Sarasota, Florida. The lease expires on February
1, 2025, and has a monthly lease payment of $ 1,600.

 On
January 8, 2024 the Company sold 400,000 of common stock to an unrelated party for cash proceeds of $ 300,000.

 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.

 On
February 23, 2024, a Complaint and Demand for Arbitration was filed against us with the American Arbitration Association, Las Vegas Regional
Office. The complaint alleges that the Company made misrepresentations of material facts and engaged in deceptive trade practices in
connection with the purchase of certain assets pursuant to an asset purchase agreement dated August 26, 2022. The Claimant is requesting
an award of recission damages in the amount of $ 6,500,000, plus three times that amount as treble damages pursuant to Nevada Revised
Statutes 598A.210. We believe the claims made by the Claimant are without merit and we intend to vigorously refute such claims. The ultimate
outcome of this arbitration proceeding cannot presently be determined. However, in management's opinion, the likelihood of a material
adverse outcome is remote. Accordingly, adjustments, if any, that might result from the resolution of this matter have not been reflected
in the financial statements.

 F- 32