UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
SEC
FILE NUMBER: 000-56290
CUSIP
NUMBER: [Filing agent to confirm]
| (Check one): | ☒
Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐
Form N-CEN ☐ Form N-CSR |
For
Period Ended: June 30, 2026
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☐ | Transition
Report on Form 10-K |
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☐ | Transition
Report on Form 20-F |
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☐ | Transition
Report on Form 11-K |
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☐ | Transition
Report on Form 10-Q |
For
the Transition Period Ended: Not applicable
Nothing
in this Form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not applicable;
this notification relates to the entire Annual Report on Form 10-K.
PART
I - REGISTRANT INFORMATION
VIP
Play, Inc.
Full
Name of Registrant
KeyStar
Corp.
Former
Name if Applicable
8400
W. Sunset Rd., Suite 300
Address
of Principal Executive Office (Street and Number)
Las
Vegas, Nevada 89113
City,
State and Zip Code
PART
II - RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
☒
(a) The reason described in reasonable detail in Part III of this Form could not be eliminated without
unreasonable effort or expense;
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and
(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
PART
III - NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
VIP
Play, Inc. (the “Company”) required additional time to complete final audit and filing procedures, including finalizing certain
auditor documentation and obtaining required approvals and signatures. As a result, the Company was unable, without unreasonable effort
or expense, to file its Annual Report on Form 10-K for the fiscal year ended June 30, 2026 (the “Annual Report”) by the prescribed
deadline of 5:30 p.m. Eastern Time on September 28, 2026.
The
Company transmitted the Annual Report to the Securities and Exchange Commission through EDGAR on September 28, 2026, after 5:30 p.m.
Eastern Time. Under Rule 13(a)(2) of Regulation S-T, the Annual Report is deemed filed on September 29, 2026. Accordingly, the Annual
Report has already been filed within the fifteen-calendar-day period following its prescribed due date.
PART
IV - OTHER INFORMATION
(1)
Name and telephone number of person to contact in regard to this notification:
Amy
Weiss, Chief Accounting Officer
(866) 783-9435
(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s).
☒
Yes ☐ No
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof?
☒
Yes ☐ No
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
The
Annual Report reflects a net loss of approximately $9.5 million for the year ended June 30, 2026, compared to a net loss of approximately
$19.2 million for the year ended June 30, 2025, a decrease of approximately $9.6 million, or 50.3%. Basic and diluted net loss per common
share was $0.13 for fiscal 2026, compared to $0.26 for fiscal 2025.
The
decrease in net loss was primarily attributable to an increase in the noncash gain on the change in fair value of derivative liabilities
to approximately $5.7 million in fiscal 2026 from approximately $47 thousand in fiscal 2025, and a decrease in asset impairment expense
to approximately $831 thousand from approximately $5.9 million. These changes were partially offset by an increase in general and administrative
expenses to approximately $3.8 million from approximately $2.6 million, primarily reflecting a $1.2 million write-off of gaming-related
prepaid assets; an increase in employee and contractor compensation to approximately $5.2 million from approximately $4.5 million; and
an increase in net gaming loss to approximately $1.0 million from approximately $596 thousand.
Gaming
revenue was approximately $184 thousand in fiscal 2026, compared to negative gaming revenue of approximately $86 thousand in fiscal 2025.
Cost of gaming revenue increased to approximately $1.2 million from approximately $510 thousand, primarily reflecting gaming platform
costs and other direct gaming costs incurred through the wind-down of the sportsbook operations. The Company ceased accepting customer
wagers in Tennessee on April 30, 2026, and redirected its resources toward developing proprietary artificial intelligence technologies
and software. These development activities had not generated commercial revenue through the date of the Annual Report.
The
fiscal 2025 amounts above reflect the revised comparative financial information presented in the Annual Report, including the correction
described in Note 2 to the consolidated financial statements. Additional information regarding these results is included in Item 7 and
Item 8 of the Annual Report.
VIP
Play, Inc.
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
September 29, 2026 |
By:
|
/s/
Les Ottolenghi |
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|
Les
Ottolenghi |
| |
|
Chief
Executive Officer |
ATTENTION
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
