KEYR Keystar Corporation (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2024

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

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

 

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

 

n/a

(Former name or former address, if changed since last report)

 

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)

 

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:

 

	Large accelerated filer	☐	Accelerated filer	☐
	Non-accelerated filer	☒	Smaller reporting company	☒
			Emerging growth company	☒

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

 

The number of shares of the issuer’s common stock outstanding as of May 13, 2024, was 68,221,632 shares, par value $0.0001 per share.

 

 

 

KeyStar Corp.

Form 10-Q

Table of Contents

 

PART I - FINANCIAL INFORMATION	1
ITEM 1. FINANCIAL STATEMENTS	1
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS	5
ITEM 4. CONTROLS AND PROCEDURES	5
PART II - OTHER INFORMATION	6
ITEM 1. LEGAL PROCEEDINGS	6
ITEM 6. EXHIBITS	6
SIGNATURES	7

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

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

 

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

 

 

KEYSTAR CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		March 31, 2024				June 30, 2023
		(unaudited)
ASSETS
Current assets:
Cash		$	142,440			$	333,974
Cash reserved for users			479,658				21,422
Prepaid expenses and other current assets			285,024				1,194,288
Total current assets			907,122				1,549,684
Other assets:
Equipment, net			2,568				3,813
Intangible assets, net			7,103,867				8,067,198
Debt issuance costs, net			2,131,801				5,672,151
Security deposit			12,237				9,683
Total other assets			9,250,473				13,752,845
Total assets		$	10,157,595			$	15,302,529
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses		$	1,704,244			$	1,219,018
Accrued expenses - related party			141,948				323,904
Players balances			539,368				134,946
Notes payable – current			654,359				1,189,694
Notes payable - related party, net of discount			30,000				1,306,655
Notes payable			30,000				1,306,655
Convertible notes – current			85,407				-
Line of credit - related party			4,810,000				3,851,877
Derivative liability			2,085,839				6,859,452
Total current liabilities			10,051,165				14,885,546
Long-term liabilities:
Notes payable - long-term			620,664				850,000
Total long-term liabilities			620,664				850,000
Total liabilities			10,671,829				15,735,546
Commitments and contingencies			-				-

 

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

 

 

KEYSTAR CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS - Continued

 

		March 31, 2024				June 30, 2023
		(unaudited)
Stockholders’ equity (deficit):
Preferred stock, $0.0001 par value, 25,000,000 shares authorized Series A preferred stock, 2,000,000 shares designated, 0 and 0 shares issued and outstanding as of March 31, 2024, and June 30, 2023, respectively			-				-
Series B preferred stock, 12,000 shares designated, 11,693 and 11,693 shares issued and outstanding as of March 31, 2024, and June 30, 2023, respectively			11,693				11,693
Series C preferred stock, 6,700,000 shares designated, 2,499,998 and 2,499,998 shares issued and outstanding as of March 31, 2024, and June 30, 2023, respectively			250				250
Preferred stock, value			250				250
Common stock, $0.0001 par value, 475,000,000 shares authorized, 68,221,632 and 41,905,000 shares issued and outstanding as of March 31, 2024, and June 30, 2023, respectively			6,822				4,191
Additional paid-in capital			30,247,273				12,669,930
Accumulated deficit			(30,780,272	)			(13,119,081	)
Total stockholders’ equity (deficit)			(514,234	)			(433,017	)
Total liabilities and stockholders’ equity (deficit)		$	10,157,595			$	15,302,529

 

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

 

 

KEYSTAR CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

		2024				2023				2024				2023
		For the three months ended March 31,								For the nine months ended March 31,
		2024				2023 (as restated)				2024				2023 (as restated)
Gaming loss, net		$	(187,774	)		$	-			$	(1,016,596	)		$	-
Costs of gaming revenue, net			181,971				-				1,091,964				856
Net gaming loss			(369,745	)			-				(2,108,560	)			(856	)
Operating expenses:
Salaries and wages			877,314				1,569,599				3,432,844				4,652,099
Depreciation and amortization			451,877				1,935				1,322,897				3,575
Sales and marketing			266,352				35,252				3,393,601				165,527
General and administrative			906,649				483,613				2,278,203				1,214,441
Total operating expenses			2,502,192				2,090,399				10,427,545				6,035,642
Other income (expense):
Other income (expense)			-				(3,829	)			-				1,182
Gain (loss) on change in fair value of derivative			46,987				(1,073,962	)			(345,597	)			(1,073,962	)
Loss on extinguishment of debt			-				-				(798,873	)			-
Interest expense			(61,649	)			(7,701	)			(156,991	)			(7,701	)
Interest expense - related party			(928,057	)			(658,414	)			(3,823,625	)			(686,184	)
Interest expense			(928,057	)			(658,414	)			(3,823,625	)			(686,184	)
Total other income (expense)			(942,719	)			(1,743,906	)			(5,125,086	)			(1,766,665	)
Net loss from continuing operations, net of income taxes			(3,814,656	)			(3,834,305	)			(17,661,191	)			(7,803,163	)
Net income (loss) from discontinued operations, net of income taxes			-				-				-				(9,380	)
Net loss		$	(3,814,656	)		$	(3,834,305	)		$	(17,661,191	)		$	(7,812,543	)
Net loss per common share - basic and diluted		$	(0.06	)		$	(0.10	)		$	(0.35	)		$	(0.21	)
Weighted average number of common shares outstanding - basic and diluted			68,146,907				39,434,444				50,871,412				37,178,504

 

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

 

 

KEYSTAR CORP.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

(unaudited)

 

		Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Capital				Receivable				Deficit				(Deficit)
		Preferred Shares Series A $0.0001 Par Value								Preferred Shares Series B $1.00 Par Value								Preferred Shares Series C $0.0001 Par Value								Common Shares $0.0001 Par Value								Additional Paid-In				Stock Subscriptions				Accumulated				Total Stockholders’ Equity
		Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Capital				Receivable				Deficit				(Deficit)
Balance, June 30, 2023			-			$	-				11,693			$	11,693				2,499,998			$	250				41,905,000			$	4,191			$	12,669,930			$	-			$	(13,119,081	)		$	(433,017	)
Fair value of vested incentive stock options			-				-				-				-				-				-				-				-				112,720				-				-				112,720
Fair value of warrant granted for as part of amended related party demand line of credit			-				-				-				-				-				-				-				-				1,753,037				-				-				1,753,037
Net loss for the period			-				-				-				-				-				-				-				-				-				-				(5,058,302	)			(5,058,302	)
Balance, September 30, 2023			-			$	-				11,693			$	11,693				2,499,998			$	250				41,905,000			$	4,191			$	14,535,687			$	-			$	(18,177,383	)		$	(3,625,562	)
Fair value of vested incentive stock options			-				-				-				-				-				-				-				-				78,374				-				-				78,374
Fair value of warrant granted for as part of amended related party demand line of credit			-				-				-				-				-				-				-				-				1,555,085				-				-				1,555,085
Issuance of common stock upon conversion of debt			-				-				-				-				-				-				25,916,632				2,591				12,955,725				-				-				12,958,316
Warrant granted for consulting services			-				-				-				-				-				-				-				-				764,007				-				-				764,007
Net loss for the period			-				-				-				-				-				-				-				-				-				-				(8,788,233	)			(8,788,233	)
Balance, December 31, 2023			-			$	-				11,693			$	11,693				2,499,998			$	250				67,821,632			$	6,782			$	29,888,878				-			$	(26,965,616	)		$	2,941,987
Fair value of vested incentive stock options			-				-				-				-				-				-				-				-				58,435				-				-				58,435
Common stock issued for cash			-				-				-				-				-				-				400,000				40				299,960				-				-				300,000
Net loss for the period			-				-				-				-				-				-				-				-				-				-				(3,814,656	)			(3,814,656	)
Balance, March 31, 2024			-			$	-				11,693			$	11,693				2,499,998			$	250				68,221,632			$	6,822			$	30,247,273				-			$	(30,780,272	)		$	(514,234	)

 

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

 

 

KEYSTAR CORP.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT - continued

(unaudited)

 

		Preferred Shares Series A $0.0001 Par Value								Preferred Shares Series B $1.00 Par Value								Preferred Shares Series C $0.0001 Par Value								Common Shares $0.0001 Par Value								Additional Paid-In				Stock Subscriptions				Accumulated				Total Stockholders’ Equity
		Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Capital				Receivable				Deficit				(Deficit)
Balance, June 30, 2022			2,000,000			$	200				11,693			$	11,693				666,666			$	67				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			-				-				-				-				-				-				1,430,000				143				1,429,857				-				-				1,430,000
Issuance of Common stock for acquisition of certain assets of ZenSports			-				-				-				-				-				-				6,500,000				650				6,499,350				-				-				6,500,000
Issuance of Common stock for acquisition of certain assets of Ultimate Gamer			-				-				-				-				-				-				1,500,000				150				56,286				-				-				56,436
Issuance of preferred stock for cash			-				-				-				-				2,166,665				217				-				-				649,783				-				-				650,000
Issuance of preferred stock as Compensation			-				-				-				-				2,980,000				298				-				-				36,442				-				-				36,740
Net loss for the period			-				-				-				-				-				-				-				-				-				-				(2,351,666	)			(2,351,666	)
Balance, September 30, 2022			-			$	-				11,693			$	11,693				5,813,331			$	582				39,230,000			$	3,923			$	8,977,353			$	-			$	(3,126,871	)		$	5,866,680
Amortization of preferred stock as compensation			-				-				-				-				-				-				-				-				74,500				-				-				74,500
Net loss for the period			-				-				-				-				-				-				-				-				-				-				(1,626,572	)			(1,626,572	)
Balance, December 31, 2022			-			$	-				11,693			$	11,693				5,813,331			$	582				39,230,000			$	3,923			$	9,051,853				-			$	(4,753,443	)		$	4,314,608
Balance			-			$	-				11,693			$	11,693				5,813,331			$	582				39,230,000			$	3,923			$	9,051,853				-			$	(4,753,443	)		$	4,314,608
Common stock issued for cash			-				-				-				-				-				-				2,225,000				222				1,112,278				-				-				1,112,500
Deemed dividend on purchase of Preferred Series C Stock			-				-				-				-				(3,313,333	)			(331	)			-				-				(993,669	)			-				(1,006,000	)			(2,000,000	)
Amortization of preferred stock as compensation			-				-				-				-				-				-				-				-				782,760				-				-				782,760
Fair value of warrant issued as part of amended related party demand line of credit			-				-				-				-				-				-				-				-				1,736,168				-				-				1,736,168
Net loss for the period			-				-				-				-				-				-				-				-				-				-				(3,834,305	)			(3,834,305	)
Balance, March 31, 2023 (Restated)			-			$	-				11,693			$	11,693				2,499,998			$	250				41,455,000			$	4,146			$	11,689,390				-			$	(9,593,748	)		$	2,111,732
Balance			-			$	-				11,693			$	11,693				2,499,998			$	250				41,455,000			$	4,146			$	11,689,390				-			$	(9,593,748	)		$	2,111,732

 

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

 

 

KEYSTAR CORP.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)

 

		2024				2023
		For the Nine Months Ended March 31,
		2024				2023 (as restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(17,661,191	)		$	(7,812,543	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Loss on assignment of assets			-				(4,698	)
Amortization of debt issuance costs – related party			2,757,460				542,419
Depreciation and amortization			1,322,897				3,575
Impairment of intangible assets			-				48,533
Loss on sale of equipment			-				3,830
Fair value of vested incentive stock options			249,530				-
Non-cash compensation, related party			-				894,000
Non-cash compensation			764,007				-
Discount on related party note payable			323,345				-
Loss on extinguishment of debt			798,873				-
Loss on change in fair value of derivative			345,597				1,073,962
Changes in operating assets and liabilities:
Prepaid expenses and other current assets			906,709				(36,676	)
Accounts payable and accrued expenses			485,227				721,296
Accounts payable and accrued expenses - related party			365,896				103,353
Players balances			404,422				74,528
Net cash used in operating activities			(8,937,228	)			(4,388,421	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment			-				(4,980	)
Proceeds from sale of equipment			-				3,500
Cash paid for capitalized software			(358,322	)			(541,636	)
Cash paid for capitalized gaming license			-				(185,418	)
Cash paid for acquisition of assets of ZenSports			-				(750,000	)
Net cash used in investing activities			(358,322	)			(1,478,534	)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash paid for repurchase of preferred stock			-				(22,000	)
Cash paid for purchase of Series C convertible preferred stock			-				(300,000	)
Proceeds from issuance of common stock			300,000				2,542,500
Proceeds from issuance of Series C convertible preferred stock			-				650,000
Proceeds from line of credit, related party			9,176,924				3,685,337
Repayment of note payable, related party			-				(35,000	)
Proceeds from convertible notes			850,000				-
Repayments of note payable, current			(764,672	)			-
Repayments of note payable			(764,672	)			-
Cash received in satisfaction of stock subscriptions receivable			-				102,760
Net cash provided by financing activities			9,562,252				6,623,597
NET CHANGE IN CASH			266,702				756,642
CASH AT BEGINNING OF PERIOD			355,396				66,241
CASH AT END OF PERIOD		$	622,098			$	822,883
DISCLOSURE OF CASH AND CASH RESERVED FOR USERS:
CASH		$	142,440			$	822,883
CASH RESERVED FOR USERS			479,658				-
CASH AT END OF PERIOD		$	622,098			$	822,883
SUPPLEMENTAL INFORMATION:
Interest paid		$	59,500			$	-
NON-CASH FINANCING AND INVESTING ACTIVITIES:
Common stock issued for acquisition of assets of ZenSports Inc.		$	-			$	6,500,000
Common stock issued for acquisition of assets of Ultimate Gamer, LLC		$	-			$	56,436
Common stock issued upon conversion of debt		$	10,366,653				-
Note payable issued for purchase of Series C convertible preferred stock		$	-			$	1,700,000
Derivative and warrants issued for deferred financing costs		$	1,404,771			$	7,624,859
Payoff of related party note payable with related party line of credit		$	1,760,000			$	-
Deemed dividends on purchase of Series C convertible preferred stock		$	-			$	1,006,000

 

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

 

 

KEYSTAR CORP.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024

 

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.

 

Currently the singular focus is on business-to-consumer (B2C) sports betting in one targeted jurisdiction, Tennessee. In May 2023, the Company received approval on its Tennessee Sports Gaming Operator license. The Company officially launched its Sports Betting operation in Tennessee in June 2023.

 

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.

 

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 Note 3.

 

On September 12, 2022, we entered into an Asset Purchase Agreement with Excel Members, LLC, a company controlled by Bruce Cassidy, the chairman of our board of directors, to acquire certain assets of Excel Members, LLC. Excel Members, LLC 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 and 12.

 

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.

 

Basis of Presentation

 

The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the audited financial statements and the notes thereto included on Form 10-K for the year ended June 30, 2023, filed on March 8, 2024. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

 

Operating results for the three and nine month periods ended March 31, 2024, are not necessarily indicative of the results that may be expected for the year ending June 30, 2024. The condensed balance sheet at June 30, 2023, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles in the U.S. for complete financial statements.

 

F-7

 

 

Restatement of Previously Issued Financials

 

During fiscal 2023, the Company completed its final valuation of the assets purchased from ZenSports on August 26, 2022. Management determined that the value of the assets purchased were understated during the three months ended March 31, 2023 for asset acquisition costs initially expensed, and overstated during the nine months ended March 31, 2023 for expenses that were initially included as part of the asset purchase. The value of the assets reflected in the June 30, 2023 audited financial statements was recorded based on this final valuation.

 

Also, during fiscal 2023, Management determined that the debt issuance costs related to the 2^nd amendment of the related party demand line of credit were improperly expensed upon the date of the amendment as opposed to capitalized and amortized over the expected life of the debt.

 

See below for adjustments needed for the interim three month and nine month periods ended March 31, 2023.

 

In evaluating whether the previously issued Condensed Consolidated Financial Statements were materially misstated for the interim period ending March 31, 2023, 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 interim financial statements was material; and therefore as noted in SAB Topic 1.N. the Company has restated the March 31, 2023 condensed consolidated financial statements in accordance with FASB ASC 250-10-45-23.

 

SCHEDULE OF CONSOLIDATED FINANCIAL STATEMENT 

		For the three months ended March 31, 2023								For the three months ended March 31, 2023				For the nine months ended March 31, 2023								For the nine months ended March 31, 2023
		As Previously Reported				Adjustments				As Restated				As Previously Reported				Adjustments				As Restated
Salaries and wages		$	1,569,599			$	-			$	1,569,599			$	3,621,506			$	1,030,593			$	4,652,099
General and administrative		$	453,346			$	30,267			$	483,613			$	1,356,411			$	(141,970	)		$	1,214,441
Loss on extinguishment of debt		$	(7,624,859	)		$	7,082,440			$	(542,419	)		$	(7,624,859	)		$	7,082,440			$	(542,419	)
Total net loss		$	(10,886,866	)		$	7,052,563			$	(3,834,303	)		$	(14,005,893	)		$	6,193,351			$	(7,812,542	)
Net loss per common share – basic and diluted		$	(0.30	)		$	0.20			$	(0.10	)		$	(0.40	)		$	0.19			$	(0.21	)

 

Principals of Consolidation

 

The condensed 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.

 

F-8

 

 

Use of Estimates

 

The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the financial statements relate to and include, but are not limited to, the valuation of debt and equity instruments, the valuation and expensing of equity awards, accounting for contingencies and uncertainties, purchase price allocations, including fair value estimates of intangible assets, the estimated useful lives of fixed assets and intangible assets, internally developed software costs and accrued expenses.

 

Going Concern

 

The Company’s condensed consolidated financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. As of March 31, 2024, the Company had a working capital deficit of $9,144,043, and an accumulated deficit of $30,780,272. The Company had a net loss from continuing operations of $17,661,191 and negative cash flows of $8,937,228 from operations for the nine months ended March 31, 2024. These conditions raise substantial doubt about the entity’s ability to continue as a going concern for a period of one year from the issuance of these financial statements.

 

The Company is dependent upon, among other things, achieving a level of profitable operations and receiving additional cash infusions including securing additional lines of credit and raising additional capital through placement of preferred and/or common stock in order to implement its business plan. There can be no assurance that the Company will be successful in order to continue as a going concern. The Company is funding its initial operations by securing a related party line of credit, issuing preferred stock, and issuing common stock through private placements.

 

We cannot be certain that capital will be provided when it is required or in amounts sufficient to meet our operating requirements. Management believes the existing shareholders, the prospective new investors, and future sales will provide the additional cash needed to meet the Company’s obligations as they become due and will allow the development of its core business operations. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.

 

Cash and Equivalents

 

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. At March 31, 2024, the Company’s cash balance exceeded the FDIC limits by approximately $230,000. 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 March 31, 2024 and June 30, 2023, $479,658 and $21,422 was reserved for users.

 

Equipment

 

Equipment is stated at cost, less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the asset’s estimated useful life. Expenditures for maintenance and repairs are expensed as incurred. When retired or otherwise disposed of, the related carrying value and accumulated depreciation are removed from the respective accounts, and the net difference less any amount realized from the disposition is reflected in earnings. Estimated useful lives are as follows:

 

SUMMARY OF PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES

Equipment

3 to 5 years

 

F-9

 

 

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

 

Internally developed capitalized software and website development and the 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. 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			5 years
Capitalized software and website development			3 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 condensed consolidated statements of operations.

 

Gaming licenses

 

Certain costs, generally legal and professional fees, are required to attain jurisdictional gaming licenses in order to legally operate our core sports betting business. Gaming licenses, with indefinite useful lives, are tested at least on an annual basis as to the assets that have been impaired. Intangible assets determined to have an indefinite useful life are not amortized. Gaming licenses are assets that are determined to have an indefinite useful life are not amortized and are included in intangible assets in the balance sheet. Annual gaming license fees and legal and professional fees required to maintain the licenses are recorded as period costs in the statement of operations.

 

F-10

 

 

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.

 

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 three or nine months ended March 31, 2024.

 

Lease Commitments

 

The Company has no long-term lease commitments. 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 Company 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. Rental expense for the three and nine months ended March 31, 2024 was $26,531 and $71,219, respectively.

 

ASC Topic 842 provides for certain practical expedients when adopting the guidance. The Company elected to apply the short-term lease exception; therefore, the Company will not record an ROU asset or corresponding lease liability for leases with an initial term of twelve months or less that are not reasonably certain of being renewed and instead will recognize a single lease cost allocated over the lease term, generally on a straight-line basis.

 

Fair Value of Financial Instruments

 

The Company recognized the fair value of financial instruments in accordance with FASB ASC 820, Fair Value Measurements and Disclosures, “Fair Value Measurements”, which provides a framework for measuring fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

 

Level 1 - Quoted prices for identical assets and liabilities in active markets;

 

F-11

 

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted market prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

 

Level 3 - Unobservable inputs that are supported by little to no market activity.

 

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

 

The Company’s financial instruments consist principally of cash, 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 or out of “Level 3” during the nine months ended March 31, 2024, or 2023.

 

SCHEDULE OF DERIVATIVE LIABILITIES

Description		Total fair value at March 31, 2024				Quoted prices in Active markets (level 1)				Significant other observable inputs (level 2)				Significant unobservable inputs (level 3)
Derivative liability (1)		$	2,085,839			$	-			$	-			$	2,085,839

 

Description		Total fair value at June 30, 2023				Quoted prices in Active markets (level 1)				Quoted prices in Active markets (level 2)				Quoted prices in Active markets (level 3)
Derivative liability (1)		$	6,859,452			$	-			$	-			$	6,859,452

 

(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 March 31, 2024, and June 30, 2023, the Company had a derivative liability of $2,085,839 and $6,859,452, respectively.

 

F-12

 

 

Players Balances

 

Players 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 March 31, 2024 and 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. Players balances were $539,368 and $134,946 as of March 31, 2024 and June 30, 2023, respectively.

 

As per the Tennessee Sports Wagering Council, the Company is required to maintain a reserve in the form of cash, cash equivalents and/or irrevocable letter of credit along with a required $500,000 Surety Bond (see Note 11) of not less than the players liability balance at any given day. During the nine months ended March 31, 2024, the Company became non-compliant with this requirement and quickly resolved the reserve deficiency as required. As of March 31, 2024 and June 30, 2023, the Company had sufficient coverage for these liabilities as per the requirements of the state of Tennessee.

 

Revenue Recognition

 

The Company records revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the standard requires more detailed disclosures to enable readers of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

 

The Company determines revenue recognition through the following steps:

 

	●	Identify the contract, or contracts, with the customer;
	●	Identify the performance obligations in the contract;
	●	Determine the transaction price;
	●	Allocate the transaction price to performance obligations in the contract; and
	●	Recognize revenue when, or as, the Company satisfies performance obligations by transferring the promised good or services.

 

The Company provides online sportsbook betting services with its technical infrastructure to its direct customers. Sportsbook or sports betting involves a user wagering money on an outcome or series of outcomes occurring. When a user’s wager wins, the Company pays the user a pre-determined amount known as fixed odds. Sportsbook revenue is generated by setting odds such that there is a built-in theoretical margin in each sports wagering opportunity offered to users. Sportsbook revenue is generated from users’ wagers net of payouts made on users’ winning wagers and incentives awarded to users. Each wager placed by a user creates a single performance obligation for the Company. The performance obligation is satisfied once the event wagered on has been completed. Any unsettled wagers are recorded as a players balance liability. Net gaming revenue is the aggregate of gaming wins and losses based on results of each event that customers wager bets on.

 

Cost of Revenue

 

Cost of revenue consists primarily of variable costs, principally recurring online platform costs directly associated with revenue-generating activities including payment processing and supporting technology costs, web hosting, regulatory compliance software and Sports Betting privilege taxes.

 

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.

 

F-13

 

 

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 returned 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 nine months ended March 31, 2024, and 2023, the Company recognized sales of products $0 and $536, respectively.

 

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.

 

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 condensed consolidated statement of operations over the requisite service period.

 

Sales and Marketing

 

Sales and marketing expenses consist primarily of expenses associated with advertising and costs related to free to play contests. Advertising costs are expensed as incurred and are included in sales and marketing expense in our condensed consolidated unaudited statements of operations. Advertising costs include those costs associated with communicating with potential customers and generally use some form of media, such as internet, radio, print, television, or billboards. Advertising costs also include costs associated with strategic league and team partnerships. During the three months ended March 31, 2024 and 2023, advertising costs were $266,352 and $35,252, respectively. During the nine months ended March 31, 2024 and 2023, advertising costs were $3,393,601 and $165,527, respectively.

 

F-14

 

 

General and Administrative

 

General and administrative expenses consist of costs not related to sales and marketing, product and technology or revenue. General and administrative costs include professional services (including legal, regulatory, audit and accounting), rent and facilities maintenance, contingencies and insurance.

 

Income Taxes

 

The Company accounts for income taxes under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Company’s balance sheet in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The Company must assess the likelihood that its deferred tax assets will be recovered from future taxable income, and, to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance. Changes in the Company’s valuation allowance in a period are recorded through the income tax provision on the statements of operations.

 

ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return.

 

Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest, and penalties, accounting in interim periods, disclosure, and transition. As a result of the implementation of ASC 740-10, the Company recognized no material adjustment in the liability for unrecognized income tax benefits.

 

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 March 31, 2024, the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive.

 

SCHEDULE OF EARNINGS (LOSS) PER SHARE ANTI-DILUTIVE

		For the three and nine months ended March 31, 2024
Stock Options			6,250,000
Series A Preferred Shares			-
Series B Preferred Shares			1,169,300
Series C Preferred Shares			8,333,327
Warrants			11,043,479
Shares issuable upon conversion of convertible notes			2,125,000
Shares issuable upon conversion of line of credit			2,957,926
Total potentially dilutive shares			31,879,032

 

F-15

 

 

Recent Accounting Pronouncements

 

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

 

NOTE 2 - EQUIPMENT

 

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

 

SCHEDULE OF EQUIPMENT, CAPITALIZED SOFTWARE AND WEBSITE

		March 31, 2024				June 30, 2023
Equipment		$	4,980			$	4,980
Total			4,980				4,980
Less: accumulated depreciation			2,412				1,167
Equipment, net		$	2,568			$	3,813

 

Equipment at March 31, 2024 and June 30, 2023 consisted of computers. Depreciation expense of equipment during the three months ended March 31, 2024, and 2023 was $415 and $810, respectively. Depreciation expense of equipment during the nine months ended March 31, 2024, and 2023 was $1,245 and $1,325, respectively.

 

NOTE 3 - LONG LIVED INTANGIBLE ASSETS

 

The Zensports, Inc. assumed developed technology and trademark were recorded and allocated using relative fair value, based 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 three and nine months ended March 31, 2024, or the year that ended June 30, 2023. See Note 1.

 

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.

 

Gaming 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 three and nine months ended March 31, 2024, and 2023, 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

		March 31, 2024				June 30, 2023
Developed technology		$	7,879,964			$	7,521,638
Tradenames and trademarks			560,999				560,999
Gaming licenses			135,837				135,837
Impairment charges			(48,533	)			(48,533	)
Total			8,528,267				8,169,941
Less: accumulated amortization			(1,424,400	)			(102,743	)
Net carrying value		$	7,103,867			$	8,067,198

 

Amortization expense of business intellectual property for three months ended March 31, 2024, and 2023, was $425,534 and $0, respectively. Amortization expense of tradenames for the three months ended March 31, 2024, and 2023, was $81,829 and $0, respectively. Amortization expense of business intellectual property for nine months ended March 31, 2024, and 2023, was $1,241,814 and $0, respectively. Amortization expense of tradenames for the nine months ended March 31, 2024, and 2023, was $80,865 and $0, respectively. Amortization expense is included in the statement of operations.

 

F-16

 

 

NOTE 4 - PLAYERS BALANCES

 

Players 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. 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. Players balances were $539,368 and $134,946 as of March 31, 2024 and June 30, 2023, respectively.

 

NOTE 5 - CONVERTIBLE DEBT

 

On August 23, 2023, the Company entered into a Convertible Note Purchase Agreement and a Convertible Promissory Note with an unrelated party in the principal amount of $200,000. On August 28, 2023, the Company entered into a Note Purchase Agreement and a Convertible Promissory Note with another unrelated party in the principal amount of $500,000. On September 1, 2023, the Company entered into a Convertible Note Purchase Agreement and a Convertible Promissory Note with a third unrelated party in the principal amount of $150,000. These Notes are part of a private convertible debt offering of up to $2,000,000 the Company is undertaking to raise additional reserve funds required to cover increases in wagers. The outstanding principal under the Notes, which will accrue interest at a rate equal to twelve percent (12%) per annum, is due and payable in a single balloon payment by us on the date that is one year following the date of issuance of each of the Notes. Accrued interest is to be paid monthly in cash beginning the first month after the issuance of each of the Notes. The Company has no right to prepay all or any portion of the outstanding principal under the Notes prior to the Maturity Date. The outstanding principal under the Notes and accrued and unpaid interest are convertible into shares of the Company’s common stock, par value $.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.

 

The conversion option was valued by the Company using the Monte-Carlo model.

 

The following are the significant assumptions used in the Monte-Carlo model. See Note 8.

 

 SCHEDULE OF SIGNIFICANT ASSUMPTIONS CONVERTIBLE DEBT

		Expected volatility				Risk-free interest rate				Expected dividend yield				Expected life (in years)
At September 1, 2023			68.2	%			4.87	%			0	%			2.00

 

F-17

 

 

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 nine months ended March 31, 2023.

 

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 March 31, 2024, and June 30, 2023, the principal balance is $30,000 and $30,000 and accrued interest is $9,746 and $7,496, respectively. The interest expense for the three months ended March 31, 2024 and 2023 was $750 and $750, respectively. The interest expense for the nine months ended March 31, 2024 and 2023 was $2,250 and $2,250, respectively.

 

On February 27, 2023, the Company entered into Stock Redemption and Purchase Agreement with John Linss, our former Chief Executive Officer and former member of the board of directors, and his wholly owned Corespeed, LLC for the purchase of Series C Convertible Preferred Stock owned by Linss’ Corespeed, LLC. The Company paid $300,000 at the closing and entered into a promissory note with Mr. Linss for the remaining $1,700,000 of the purchase price. The Note bears interest at a rate of 5% per annum, and requires the following payments: (i) no less than $850,000.00, in aggregate, of one or more payments is due by the 12-month anniversary of the Note; and (ii) a balloon payment for the balance of the Note is due by the earlier of the 24-month anniversary of the Note or five days after the Company’s common stock is listed for public trading on either the Nasdaq Stock Market, the New York Stock Exchange, or the NYSE American. On February 19, 2024, the Company entered into a first amendment to the $1,700,000 promissory note with John Linss. As per the amendment, $425,000 was paid on February 27, 2024 and equal monthly payments of principal and interest of $59,665 shall be paid to Mr. Linss monthly, beginning on April 1, 2024 for a period of twenty-four months. The amended maturity date of the note is the earliest of (a) April 1, 2026, (b) upon the occurrence of an uplisting, the fifth day after the occurrence of the uplisting, or (c) upon the occurrence of a change of control. All other terms of the original note remain the same. The Company has evaluated this amendment and has deemed it a debt modification in accordance with the ASC 470 guidance.

 

The outstanding principal balance at March 31, 2024, is $1,275,000, with $654,337 being classified as Note Payable- Current on the balance sheet, and accrued interest is $100,190. The interest expense for the nine months ended March 31, 2024 and 2023 is $71,680 and $0, respectively. The interest expense for the three months ended March 31, 2024 and 2023 is $28,014 and $0, respectively. See Notes 1, 10 and 13.

 

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 were 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.

 

On September 14, 2023, the principal balance of $1,600,000 and the flat funding fee of $160,000 was paid in full by the fourth amended line of credit with Excel Family Partners, LLLP (See Note 7).

 

On May 24, 2023, the Company entered into a short term note payable with a premium finance company to fund their technology services and cyber liability insurance. The total premiums, taxes and fees financed was $434,250 at an annual percentage rate of 8.88%. After a down payment of $72,994 was made upon execution of the Note, ten monthly payments remained in the amount of $37,744 each. The final monthly payment was paid on March 24, 2024 and the balance of this Note was $0 as of March 31, 2024.

 

F-18

 

 

NOTE 7- LINE OF CREDIT - RELATED PARTY

 

On February 22, 2022, the Company executed a non-revolving line of credit demand note for $250,000 with Excel Family Partners, LLLP (“Excel”) a company controlled by Bruce Cassidy (our 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.

 

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.

 

SCHEDULE OF FAIR VALUE OF DERIVATIVES

		Expected volatility				Risk-free interest rate				Expected dividend yield				Expected life (in years)
At February 24, 2023			108.5	%			4.84	%			0	%			1.77

 

The note includes a common stock warrant exercisable up to 4,000,000 shares of the Company’s common stock for $0.25 per share, with an expiration date of February 1, 2028. The warrants were valued by the Company using the Black-Scholes option pricing model.

 

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

 

SCHEDULE OF FAIR VALUE OF DERIVATIVES

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

 

The amended non-revolving line of credit was exchanged and modified on substantially different terms from the non-revolving line of credit demand note it replaced and as such is treated as a debt modification. The Company incurred debt issuance costs of $7,624,859, which is the sum of the fair value of the conversion feature in the note, and the fair value of the warrant. This total amount was included in the debt issuance costs on the accompanying balance sheet, net of amortization, for the year ended June 30, 2023. The Company will amortize the debt issuance costs over sixteen months, which is the estimated life of the debt.

 

On July 18, 2023, the Company entered into a Third Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note with Excel Family Partners, LLLP, (“Excel”) in the principal amount of not more than $5,000,000 (the “Note”). The Note amends and restates that certain Second Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note between us and Excel entered into on February 24, 2023, in the principal amount of not more than $4,000,000 (the “Former Note”). Excel is controlled by Mr. Bruce Cassidy, our Secretary and sole member of our board of directors (the “Board”). The Note does not constitute a committed line of credit. Loans under the Note are made by Excel in its sole and absolute discretion. Upon repayment of any amount of principal or interest under the Note, we may not reborrow under the Note. All loans made under the Note accrue interest at a fixed rate per annum equal to 15.0%. In connection with entering into the Note payable agreement, the Company issued Excel a Common Stock Warrant to purchase 1,000,000 shares of our common stock at an exercise price of $0.25 per share (the “Warrant”). The Warrant may be exercised, in whole or in part, at any time through July 17, 2028, on either a cash or cashless basis. The Note includes a conversion option that Excel may, at its sole option, convert all or any portion of the debt into fully paid and non-assessable shares of common stock of the Company’s common stock.at a conversion price in an amount equal to the product of the lowest recent price multiplied by 80%. The lowest price is defined, as of each applicable conversion rate, the lowest price per share that Company has sold one or more Shares to an investor or lender within the 24-month period prior to the applicable conversion date; provided, however, that if no Shares were sold within such 24-month period, the lowest recent price will be $0.50 per Share.

 

F-19

 

 

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

   SCHEDULE OF FAIR VALUE OF DERIVATIVES

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

 

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

 

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

 

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

 

		Expected volatility				Risk-free interest rate				Expected dividend yield				Expected life (in years)
At September 13, 2023			86.5	%			4.60	%			0	%			4.95

 

At the date of the fourth amendment, the remaining unamortized debt issuance costs were $5,308,162. These costs were added to the fair value of the warrants granted as part of the amendment to increase the total debt issuance costs to $6,668,666. As per the terms of the amendment, these total costs will now be amortized over a period of twenty months.

 

As of the date of the Fourth Amended and Restated Discretionary Non-Revolving Line of Credit Demand Note, the aggregate outstanding principal balance 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; and (iv) the $1,760,000 borrowed under the Note as of September 14, 2023 to pay in full the bridge loan evidenced by the Promissory Note, dated May 5, 2023, in the principal amount of $1,600,000 made by Excel to the Company and the related funding fee due and owing in connection with such bridge loan. See Note 6. On September 15, 2023, the Company borrowed an additional $250,000 under the Fourth Amended and Restated Discretionary Non-Revolving Line of Credit Demand Note.

 

F-20

 

 

On December 27, 2023, a total of $1,540,000 of the principal amount due under the Former Note was assigned from Excel to eight (8) third parties (each, a “Debt Assignee”) pursuant to an Assignment and Assumption for each Debt Assignee. The following day, the Company received a total of nine (9) Conversion Notices which elected, in aggregate, that a total of $10,366,653 of indebtedness under the Former Note be converted at a conversion price of $0.40 per Share (based on the sale by the Company of Shares within the last two years at $0.50 per share multiplied by 80%) into 25,916,632 Shares (the “Conversion Shares”). Excel converted $8,826,653 into 22,066,632 Conversion Shares. The Debt Assignees, collectively, converted $1,540,000 into an aggregate of 3,850,000 Conversion Shares. See Note 9.

 

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. In connection with entering into the Note payable agreement, the Company issued Excel a Common Stock Warrant to purchase 2,460,000 shares of our common stock at an exercise price of $0.25 per share (the “Warrant”). The Warrant may be exercised, in whole or in part, at any time through September 13, 2028, on either a cash or cashless basis. The Note includes a conversion option that Excel may, at its sole option, convert all or any portion of the debt into fully paid and non-assessable shares of common stock of the Company’s common stock.at a conversion price in an amount equal to the product of the lowest recent price multiplied by 80%. The lowest price is defined, as of each applicable conversion rate, the lowest price per share that Company has sold one or more Shares to an investor or lender within the 24-month period prior to the applicable conversion date; provided, however, that if no Shares were sold within such 24-month period, the lowest recent price will be $0.50 per Share.

 

A total of $10,366,653 of indebtedness under the Former Note was converted into shares of common stock (the “Shares”) at a conversion price of $0.40 per Share (based on the sale by the Company of Shares within the last two years at $0.50 per share multiplied by 80%) on December 28, 2023.

 

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

 

		Expected volatility				Risk-free interest rate				Expected dividend yield				Expected life (in years)
At December 27, 2023			153.5	%			3.83	%			0	%			4.71

 

At March 31, 2024, the remaining unamortized debt issuance costs were $2,131,801. $801,628 and $2,757,460 of amortization was included in interest expense, respectively during the three and nine months ended March 31, 2024.

 

As of March 31, 2024, the aggregate outstanding principal balance of all loans under the Note is $4,810,000.

 

F-21

 

 

NOTE 8 – DERIVATIVE LIABILITIES

 

On February 24, 2023, July 18, 2023 and September 14, 2023,the Company entered into the second, third and fourth amended and restated discretionary non-revolving line of credit demand notes (“LOC”) with a common control owner (See Note 7). On August 23, 2023, August 28, 2023 and September 1, 2023, the Company entered into a Convertible Note Purchase Agreement and a Convertible Promissory Note with three unrelated parties (See Note 5). The LOC and Convertible Promissory Notes contain conversion options that qualify for embedded derivative classification. The fair value of the liability is re-measured at the end of every reporting period and the change in fair value is reported in the statement of operations as a gain or loss on change in fair value of derivatives.

 

The table below sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities for the nine months ended March 31, 2024:

 SCHEDULE OF FAIR VALUE OF FINANCIAL LIABILITIES

Balance at June 30, 2023		$	6,859,452
Embedded conversion option of convertible debt			2,169,364
Derivative liability extinguished upon conversion of debt (Note 7)			(7,288,574	)
Change in the fair value of the embedded conversion option			345,597
Balance at March 31, 2024		$	2,085,839

 

The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as their fair values were determined by using Monte-Carlo model based on various assumptions.

 

Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations:

 SCHEDULE OF FAIR VALUE MEASUREMENT

		Expected volatility				Risk-free interest rate				Expected dividend yield				Expected life (in years)
At June 30, 2023			108-114	%			4.20-5.18	%			0	%			.5-2
At December 31, 2023			64.20% - 68.90	%			4.42% - 4.60	%			0	%			1.34 – 1.67
At March 31, 2024			63.30% - 64.60	%			4.85% - 4.99	%			0	%			1.09 – 1.42

 

On December 28, 2023, upon the conversion of the line of credit of $10,366,653 into common shares, derivative liabilities of $7,288,574 and unamortized debt issuance costs related to the line of credit in the amount of $5,495,785 were extinguished. A loss on extinguishment of $798,873 was recorded on the statement of operations for nine months ended March 31, 2024, respectively. See Notes 7 and 9.

 

NOTE 9 - 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.

 

The Series B Convertible Preferred Stock has a liquidation preference of $1.00 per share, has super-voting rights, and votes are determined by multiplying (a) the number of Series B shares held by such holder and (b) the conversion ratio, and each Series B share may be converted into 100 shares of common stock. Each Holder shall have the right to convert any of all of such Holder’s shares of Series B Preferred Stock into shares of common stock at the conversion ratio. Upon the closing of an underwritten, follow-on public offering of shares of the Company’s common stock with gross offering proceeds of not less than $6,000,000, each then-outstanding share of Series B Convertible Preferred Stock shall be automatically converted into shares of common stock at the conversion ratio without any affirmative action required of the Holder.

 

F-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.

 

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. During the nine months ended March 31, 2024 and 2023, there were no issuances of Series A Convertible Preferred Stock. As at March 31, 2024 and June 30, 2023, no shares were outstanding.

 

Series B Convertible Preferred Stock

 

During the nine months ended March 31, 2024 and 2023, there were no issuances of Series B Convertible Preferred Stock. As at March 31, 2024 and June 30, 2023, 11,693 and 11,693 shares were outstanding, respectively.

 

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 Note 1.

 

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.

 

As at March 31, 2024 and June 30, 2023, 2,499,998 and 2,499,998 shares were outstanding, respectively.

 

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 Note 3.

 

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.

 

F-23

 

 

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.

 

On December 28, 2023, a total of 25,916,632 shares of common stock were issued upon conversion of $10,366,653 notes payable. See Note 7. The fair market value of the total shares issued was $12,958,316 based on the most recent sales price of common stock ($.50 per share). A loss on conversion of debt in the amount of $2,591,663 was recorded on the statement of operations. See Note 8

 

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

 

NOTE 10 - 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.

 

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.

 

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

 SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS

		Number of Options				Weighted Average Exercise Price ($)
Outstanding at June 30, 2023			3,250,000			$	0.50
Granted			-				-
Exercised			-				-
Expired			-				-
Forfeited			125,000				0.50
Outstanding at March 31, 2024			3,125,000			$	0.50
Exercisable at March 31, 2024			1,385,069			$	0.50

 

A total of 125,000 stock options were forfeited on September 15, 2023 as per the terms of a separation agreement with the former Chief Financial Officer.

 

As of March 31, 2024, all outstanding stock options were issued according to the Company’s 2023 Plan. There are 2,835,000 unissued shares of common stock available for future issuance under the 2023 Plan.

 

F-24

 

 

NOTE 11 - COMMITMENTS AND CONTINGENCIES

 

Commitments and Contingencies are as follows:

 

Mark Thomas served as our Chief Executive Officer, Principal Executive Officer, President, Chief Technology Officer, interim Chief Financial Officer and interim Treasurer from January 10, 2023 until his resignation from all positions effective October 31, 2023. The Company entered into a Consulting Agreement with Thomas, effective November 1, 2023 for professional services. As part of the Consulting Agreement, Thomas received bi-monthly compensation at a rate of $200 per hour and reimbursement for all reasonable travel, entertainment, and other expenses incurred by Thomas in connection with his duties under the Consulting Agreement. The Consulting Agreement is for a term of 12 months, and may be terminated by either party at any time, without cause or further obligation, with at least fifteen (15) calendar days’ written notice. This agreement was terminated on January 27, 2024.

 

On March 1, 2024, the board of directors of the Company appointed James Mackey as the Company’s new Chief Financial Officer, Principal Financial and Accounting Officer and Treasurer, effective immediately. He received an offer letter stating that he will receive an annual salary of $275,000. He is also eligible to participate in the Company’s other benefit plans.

 

During 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.

 

During 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. See Note 1 and 13.

 

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.

 

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.

 

F-25

 

 

NOTE 12 - 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.

 

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 9.

 

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 relating to the Incentive Compensation.

 

Transactions with our former Chief Financial Officer:

 

In July, 2022, the Company’s former Chief Financial Officer, Zixiao Chen was paid $20,000 as part of the Assignment and Assumption agreement described below.

 

F-26

 

 

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. The note was repaid in full on July 26, 2022. See Note 6.

 

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, 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:

 

-	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 9.

 

On February 19, 2024, the Company entered into a first amendment to the $1,700,000 promissory note with John Linss, our former Chief Executive Officer and former member of the board of directors, and his wholly owned Corespeed, LLC. As per the amendment, $425,000 was paid on February 27, 2024 and equal monthly payments of principal and interest of $59,665 shall be paid to Mr. Linss monthly, beginning on April 1, 2024 for a period of twenty-four months. The amended maturity date of the note is the earliest of (a) April 1, 2026, (b) upon the occurrence of an uplisting, the fifth day after the occurrence of the uplisting, or (c) upon the occurrence of a change of control. All other terms of the original note remain the same.

 

Transactions with our 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 9.

 

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 6, 7 and 8.

 

On February 24, 2023, the Company entered into a second amended and restated discretionary non-revolving line of credit demand note with Excel in the principal amount of not more than $4,000,000 and granted a common stock warrant exercisable up to 4,000,000 shares of the Company’s common stock. See Notes 6, 7, 8 and 9.

 

On May 5, 2023, the Company entered into a Promissory Note with Excel Family Partners, LLLP, a company controlled by Bruce Cassidy (our former Chief Executive Officer through June 14, 2022) the Chairman of our Board of Directors in the principal amount of $1,600,000. The Note matures on November 4, 2023, at which time the outstanding principal amount under the Note, along with a flat funding fee of $160,000 is due and payable in full at loan maturity. In connection with entering the Note, the Company issued a Common Stock Warrant to purchase 1,600,000 shares of our common stock at an exercise price of $0.25 per share (the “Warrant”). The Warrant may be exercised, in whole or in part, at any time through May 4, 2028, on either a cash or cashless basis. On September 14, 2023, this Note and the flat funding fee were paid in full from the Discretionary Non-Revolving Line Of Credit Demand Note with Excel Family Partners, LLLP, (“Excel”). See Notes 6, 7, 8 and 9.

 

On July 18, 2023, the Company entered into a Third Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note with Excel Family Partners, LLLP, (“Excel”) in the principal amount of not more than $5,000,000 and granted a common stock warrant exercisable up to 1,000,000 shares of the Company’s common stock. See Notes 6, 7, 8 and 9.

 

On September 14, 2023, the Company entered into a Fourth Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note with Excel Family Partners, LLLP, a Florida limited liability limited partnership (“Excel”) in the principal amount of not more than $10,000,000 and granted a common stock warrant exercisable up to 3,400,000 shares of the Company’s common stock. See Notes 6, 7, 8 and 9.

 

F-27

 

 

A total of $10,366,653 of indebtedness under the Fourth Amended and Restated Discretionary Non-Revolving Line of Credit Demand Note was converted into shares of common stock (the “Shares”) at a conversion price of $0.40 per Share (based on the sale by the Company of Shares within the last two years at $0.50 per share multiplied by 80%) on December 28, 2023. See Note 9.

 

On December 29, 2023, the Company entered into a Fifth Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note with Excel Family Partners, LLLP, a Florida limited liability limited partnership (“Excel”) in the principal amount of not more than $2,000,000 and granted a common stock warrant exercisable up to 2,460,000 shares of the Company’s common stock. See Notes 6, 7, 8 and 9.

 

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) 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 9.

 

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.

 

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

 

NOTE 13 - SUBSEQUENT EVENTS

 

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to March 31, 2024, to the date, these financial statements were issued, and as of May 13, 2024, there were no other material subsequent events to disclose in these financial statements.

 

On April 18, 2024, the surety bond held for the Tennessee Sports Wagering and Advisory Council was renewed through April 18, 2025.

 

On April 10, 2024 and April 24, 2024, the Company borrowed an additional $400,000 and $475,000 under that certain Fifth Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note entered into with Excel Family Partners, LLLP on December 29, 2023 (the “Note”). As of May 15, 2024, the aggregate outstanding principal balance of all loans under the Note is $5,685,000.

 

 

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

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

 

Overview

 

As used in this Quarterly Report and unless otherwise indicated, the terms the “Company,” “we,” “us” and “our” mean 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). 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 (US). Through our convention sales channel, we offered convention services, which connected US buyers to Chinese manufacturers.

 

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 basis. We did not acquire the entity ZenSports Inc. On September 12, 2022, we entered into an Asset Purchase Agreement with Excel Members, LLC, a company controlled by Bruce Cassidy, a member of our Board of Directors (the “Board”), to acquire certain assets of a company acquired previously by Excel Members through an assignment for the benefit of creditors. Ultimate Gamer, LLC, which was formerly in the business of organizing and operating in-person and online video game competitions tournament, originally owned these assets. The purchased assets included the brand name Ultimate Gamer.

 

On September 15, 2022, we entered into an agreement to assign all of the assets in connection with or relating to our prior business owned or used by us (discontinued operations), and to delegate any and all liabilities owed by us, to TopSight Corporation, a company owned by Zixiao Chen, our former Chief Financial Officer.

 

As a result of the foregoing transactions, we ceased all operations relating to our prior business and commenced operations relating to B2C offerings within online sports betting (current business or business). With our current business, augmented by net new development of products and services, we intend to pursue global business opportunities through a platform we’ve designed to be a flexible foundation for corporate growth.

 

 

Through our ZenSports brand we offer a modern, full-featured, native mobile, and global online sports betting platform incorporating; a sports book, peer-to-peer betting, eSports wagering, loyalty, and player retention.

 

In May 2023, we received approval on our Tennessee Sports Gaming Operator license, and we officially launched our sports betting operation in Tennessee in June 2023.

 

Our current business is a mobile app and online-based technology company with no demand for a physical storefront location. The website for our business is https://www.keystarcorp.com. The information on our website is not made a part of this Quarterly Report. Our headquarters address is 1645 Pine Tree Ln, Suite 2, Sarasota, FL 34236. Our phone number is: (866) 783-9435.

 

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

 

During the three months ended March 31, 2024, and 2023, we incurred net losses from continuing operations of $3,814,656 and $3,834,305, respectively.

 

For the three months ended March 31, 2024 and 2023, we lost $187,774 and $0 in revenues from our continuing operations. Losses from continuing operations consisted of sports betting losses which commenced in June of 2023 upon the approval of our gaming license.

 

The significant driver to our losses is principally related to salary, wages, and contracting fees to ready our acquired technology for operating in Tennessee. In addition, legal, professional and abandoned jurisdictional licensing fees associated with our licensing activities and legal fees associated with fundraising. Operating and sales and marketing costs contribute to our losses and are expected to increase over the coming months once we expand our sports betting operations. In addition, we had non-cash expenses contributing to our loss for interest expense – related party of $928,057 and $658,414, respectively, related to the related party demand line of credit debt, interest expense on notes payable of $61,649 and $7,701, respectively, and a gain of $46,987 and a loss of 1,073,962, respectively, on the change in fair value of derivatives for the three months ended March 31, 3024 and 2023.

 

Results of Operations for the Nine Months Ended March 31, 2024, and 2023

 

During the nine months ended March 31, 2024, and 2023, we incurred net losses from continuing operations of $17,661,191 and $7,803,163, respectively, and net losses from discontinued operations of $0 and $9,380, respectively.

 

For the nine months ended March 31, 2024 and 2023, we lost $1,016,596 and $0 in revenues from our continuing operations. Losses from continuing operations consisted of sports betting losses which commenced in June of 2023 upon the approval of our gaming license.

 

The significant driver to our losses is principally related to salary, wages, and contracting fees to ready our acquired technology for operating in Tennessee. In addition, legal, professional and abandoned jurisdictional licensing fees associated with our licensing activities and legal fees associated with fundraising. Operating and sales and marketing costs contribute to our losses and are expected to increase over the coming months once we expand our sports betting operations. In addition, we had non-cash expenses contributing to our loss for interest expense – related party of $3,823,625 and $686,184, respectively, related to the related party demand line of credit debt, interest expense on notes payable of $156,991 and $7,701, respectively, loss on extinguishment of debt of $798,873 and $0, respectively, and a loss of $345,597 and $1,073,962, respectively, on the change in fair value of derivatives for the nine months ended March 31, 2024 and 2023.

 

The assets and liabilities of our discontinued operations for the nine months ended March 31, 2023, have been adjusted to reflect the assignment to TopSight Corporation 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 loss from discontinued operations, net of income taxes of $0 and $9,380 for the nine months ended March 31, 2024, and 2023, respectively.

 

 

During the nine months ended March 31, 2023, we closed two asset acquisitions. We funded these activities by securing funding of $650,000 for the issuance of 2,166,665 shares of our Series C Convertible Preferred Stock, an aggregate of $2,542,500 from the issuance of 3,655,000 shares of our common stock from private placements, and from an increase in our related party demand line of credit from $4,000,000 to $10,000,000 on which we drew down $9,176,924 in principal borrowings.

 

Liquidity and Capital Resources

 

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts payable and accrued expenditures, and capital expenditures, including the costs associated with internally developed software and attaining Sports Gaming Operator licenses.

 

As of March 31, 2024, we had total current assets of $907,122, total current liabilities of $10,051,165, and a total working capital deficit of $9,144,043. Net cash used in operating activities was $8,937,228 during the nine months ended March 31, 2024, compared to $4,388,421 during the nine months ended March 31, 2023. The increase in the use of cash in operating activities is principally the result of an increase in the net loss of $9,848,648, partially offset by a $2,215,041 increase in amortization of debt issuance costs and $1,319,321 increase in depreciation on amortization expense. The increase in net loss is primarily a result of commencing gaming operations in Tennessee.

 

Net cash used in investing activities decreased by $1,120,213 during the nine months ended March 31, 2024, compared to the nine months ended March 31, 2023. The decrease is primarily the result of the acquisition of certain assets of ZenSports and Ultimate Gamer during the nine months ended March 31, 2023.

 

Net cash provided by financing activities increased by $2,938,655 during the nine months ended March 31, 2024, compared to the nine months ended March 31, 2023. The increase is primarily due an increase of $5,491,587 in draws from the related party line of credit, partially offset by $2,242,500 less proceeds from the issuance of common stock.

 

We were incorporated on April 16, 2020. Since inception, our efforts and operations from our prior business to the date of disposition have been devoted primarily to startup and development activities, resulting in negative cash flows and an accumulated deficit from inception through disposition on September 15, 2022. During the nine months ended March 31, 2023, we closed on acquisitions of certain assets of ZenSports and Ultimate Gamer and divested our prior business.

 

We purchased the assets of ZenSports and Ultimate Gamer so we could offer gambling, eSports entertainment, and DeFi opportunities through the acquired technology we are currently enhancing. In January 2023, John Linss our former Chief Executive Officer (CEO) resigned and was replaced by Mark Thomas. Mr. Thomas was the founder and remains the CEO of ZenSports, Inc., the company we acquired our sports betting technology from. As a result of this change in leadership and consultation with the Board, we adjusted our business plan to solely focus on sports betting in one jurisdiction, Tennessee, for the foreseeable future. Our current management team believes this singular focus will facilitate the revenue generation process more quickly and cost-effectively by focusing on our limited resources.

 

As of the filing date of this Quarterly Report, we have ceased all operations relating to our prior business and are focused on executing our adjusted business plan for our current business. Since our current business has a limited history of generating revenues or operating successfully, we will be dependent upon, among other things, achieving a level of profitable operations and receiving additional cash infusions, including securing additional lines of credit and raising additional capital through the placement of preferred and/or common stock in order to implement our business plan. Because of our limited operating history, it is difficult to predict our capital needs on a monthly, quarterly, or annual basis. We will have limited capital available to us if we are unable to raise money through private equity offerings or find alternate forms of financing, which we do not have in place at this time.

 

Off Balance Sheet Arrangements

 

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

 

 

Going Concern

 

As of March 31, 2024, we had a working capital deficit of $9,144,043. We had a net loss from continuing operations of $17,661,191 for the nine months ended March 31, 2024. We do not expect significant revenues and we expect to incur significant increases in operating costs in the short term as we develop our sports betting operations. The expected significant increases in costs will include, but not be limited to, costs relating to obtaining gaming licenses, technology development, sales and marketing, and legal and professional fees.

 

These conditions raise substantial doubt about our ability to continue as a going concern for a period of one year from the issuance of these financial statements. Because of these conditions, we will require additional working capital to develop business operations. Management’s plans are to raise additional working capital through the sale of debt and/or equity instruments as well as to generate revenues once we attain a gaming license. There are no assurances that we will be able to achieve the level of revenues adequate to generate sufficient cash flow from operations to support our working capital requirements. To the extent that funds generated are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to us. If adequate working capital is not available, we may not be able to continue our operations.

 

The financial statements do not include any adjustments relating to the recoverability and classification of asset-carrying amounts or the amount and classification of liabilities that might be necessary should we be unable to continue as a going concern.

 

Item 3. Quantitative and Qualitative Disclosure About Market Risks

 

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

 

Item 4. Controls and Procedures

 

Evaluation of Effectiveness of Disclosure Controls and Procedures

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2024. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2024, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

 

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 third quarter of our fiscal year ended June 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II - OTHER INFORMATION

 

Item 1. 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 6. Exhibits

 

				Incorporated By Reference
Exhibit Number		Exhibit Description		Form		As Exhibit		Filing Date
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 Convertible Preferred Stock		8-K		3.1		01/12/2022
3.4		Certificate of Designation of Series C Convertible Preferred Stock		8-K		3.1		07/05/2022
3.5		Amended and Restated Bylaws		8-K		3.1		10/04/2022
4.1		Form of Conversion Notice, dated December 28, 2023		8-K		4.1		01/04/2024
10.1		Fifth Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note dated December 29, 2023 made by KeyStar Corp.		8-K		10.1		01/04/2024
10.2		Consulting Agreement between KeyStar Corp. and Walter Tabaschek, dated January 30, 2024		8-K		10.1		01/30/2024
10.3		First Amendment to Promissory Note made by KeyStar Corp. for the benefit of John Linss, dated February 19, 2024		8-K		10.1		02/28/2024
31.1*		Certification of Principal Executive Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

* Filed herewith.

** Furnished herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

		KEYSTAR CORP.
		(Registrant)
Date: May 13, 2024
	By:	/s/ James Mackey
		James Mackey
		Chief Financial Officer
		(Principal Financial Officer)

 

 

 

EXHIBIT 31.1

 

CERTIFICATION PURSUANT TO

EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Bruce A. Cassidy, certify that:

 

1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2024 (this “report”) of KeyStar Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have;
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 13, 2024	By:	/s/ Bruce A. Cassidy
		Bruce A. Cassidy
		Chief Executive Officer
		(Principal Executive Officer)

 

 

 

EXHIBIT 31.2

 

CERTIFICATION PURSUANT TO

EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, James Mackey, certify that:

 

1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2024 (this “report”) of KeyStar Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the registrant’s board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 13, 2024	By:	/s/ James Mackey
		James Mackey
		Chief Financial Officer
		(Principal Financial Officer)

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of KeyStar Corp., a Nevada corporation (the “Company”), does hereby certify, to the best of his knowledge, that:

 

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

 

Date: May 13, 2024	By:	/s/ Bruce A. Cassidy
		Bruce A. Cassidy
		Chief Executive Officer
		(Principal Executive Officer)

 

 

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of KeyStar Corp., a Nevada corporation (the “Company”), does hereby certify, to the best of his knowledge, that:

 

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

 

Date: May 13, 2024	By:	/s/ James Mackey
		James Mackey
		Chief Financial Officer
		(Principal Financial Officer)

 

 

v3.24.1.1.u2

Cover - shares	9 Months Ended
	Mar. 31, 2024	May 13, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--06-30
Entity File Number	000-56290
Entity Registrant Name	KeyStar Corp.
Entity Central Index Key	0001832161
Entity Tax Identification Number	85-0738656
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1645 Pine Tree Ln
Entity Address, Address Line Two	Suite 2
Entity Address, City or Town	Sarasota
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	34236
City Area Code	(866)
Local Phone Number	783-9435
Title of 12(g) Security	Common Stock, par value of $0.0001
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		68,221,632

v3.24.1.1.u2

Condensed Consolidated Balance Sheets - USD ($)		Mar. 31, 2024	Jun. 30, 2023
Current assets:
Cash		$ 142,440	$ 333,974
Cash reserved for users		479,658	21,422
Prepaid expenses and other current assets		285,024	1,194,288
Total current assets		907,122	1,549,684
Other assets:
Equipment, net		2,568	3,813
Intangible assets, net		7,103,867	8,067,198
Debt issuance costs, net		2,131,801	5,672,151
Security deposit		12,237	9,683
Total other assets		9,250,473	13,752,845
Total assets		10,157,595	15,302,529
Current liabilities:
Accounts payable and accrued expenses		1,704,244	1,219,018
Accrued expenses - related party		141,948	323,904
Players balances		539,368	134,946
Convertible notes – current		85,407
Line of credit - related party		4,810,000	3,851,877
Derivative liability	[1]	2,085,839	6,859,452
Total current liabilities		10,051,165	14,885,546
Long-term liabilities:
Notes payable - long-term		620,664	850,000
Total long-term liabilities		620,664	850,000
Total liabilities		10,671,829	15,735,546
Commitments and contingencies
Stockholders’ equity (deficit):
Common stock, $0.0001 par value, 475,000,000 shares authorized, 68,221,632 and 41,905,000 shares issued and outstanding as of March 31, 2024, and June 30, 2023, respectively		6,822	4,191
Additional paid-in capital		30,247,273	12,669,930
Accumulated deficit		(30,780,272)	(13,119,081)
Total stockholders’ equity (deficit)		(514,234)	(433,017)
Total liabilities and stockholders’ equity (deficit)		10,157,595	15,302,529
Series A Preferred Stock [Member]
Stockholders’ equity (deficit):
Preferred stock, value
Series B Preferred Stock [Member]
Stockholders’ equity (deficit):
Preferred stock, value		11,693	11,693
Series C Preferred Stock [Member]
Stockholders’ equity (deficit):
Preferred stock, value		250	250
Nonrelated Party [Member]
Current liabilities:
Notes payable		654,359	1,189,694
Related Party [Member]
Current liabilities:
Notes payable		$ 30,000	$ 1,306,655
[1] The Company has estimated the fair value of these derivatives using the Monte-Carlo model.

v3.24.1.1.u2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Jun. 30, 2023
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares designated	25,000,000	25,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	475,000,000	475,000,000
Common stock, shares issued	68,221,632	41,905,000
Common stock, shares outstanding	68,221,632	41,905,000
Series A Preferred Stock [Member]
Preferred stock, shares designated	2,000,000	2,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series B Preferred Stock [Member]
Preferred stock, shares designated	12,000	12,000
Preferred stock, shares issued	11,693	11,693
Preferred stock, shares outstanding	11,693	11,693
Series C Preferred Stock [Member]
Preferred stock, shares designated	6,700,000	6,700,000
Preferred stock, shares issued	2,499,998	2,499,998
Preferred stock, shares outstanding	2,499,998	2,499,998

v3.24.1.1.u2

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Gaming loss, net	$ (187,774)		$ (1,016,596)
Costs of gaming revenue, net	181,971		1,091,964	856
Net gaming loss	(369,745)		(2,108,560)	(856)
Operating expenses:
Salaries and wages	877,314	1,569,599	3,432,844	4,652,099
Depreciation and amortization	451,877	1,935	1,322,897	3,575
Sales and marketing	266,352	35,252	3,393,601	165,527
General and administrative	906,649	483,613	2,278,203	1,214,441
Total operating expenses	2,502,192	2,090,399	10,427,545	6,035,642
Other income (expense):
Other income (expense)		(3,829)		1,182
Gain (loss) on change in fair value of derivative	46,987	(1,073,962)	(345,597)	(1,073,962)
Loss on extinguishment of debt			(798,873)
Total other income (expense)	(942,719)	(1,743,906)	(5,125,086)	(1,766,665)
Net loss from continuing operations, net of income taxes	(3,814,656)	(3,834,305)	(17,661,191)	(7,803,163)
Net income (loss) from discontinued operations, net of income taxes				(9,380)
Net loss	$ (3,814,656)	$ (3,834,305)	$ (17,661,191)	$ (7,812,543)
Net loss per common share - basic	$ (0.06)	$ (0.10)	$ (0.35)	$ (0.21)
Net loss per common share - diluted	$ (0.06)	$ (0.10)	$ (0.35)	$ (0.21)
Weighted average number of common shares outstanding - basic	68,146,907	39,434,444	50,871,412	37,178,504
Weighted average number of common shares outstanding - diluted	68,146,907	39,434,444	50,871,412	37,178,504
Nonrelated Party [Member]
Other income (expense):
Interest expense	$ (61,649)	$ (7,701)	$ (156,991)	$ (7,701)
Related Party [Member]
Other income (expense):
Interest expense	$ (928,057)	$ (658,414)	$ (3,823,625)	$ (686,184)

v3.24.1.1.u2

Condensed Consolidated Statement of Stockholders' Deficit (Unaudited) - USD ($)	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member] Series B Preferred Stock [Member]	Preferred Stock [Member] Series C Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Stock Subscriptions Receivable [Member]	Retained Earnings [Member]	Total
Balance at Jun. 30, 2022	$ 200	$ 11,693	$ 67	$ 2,980	$ 327,435	$ (102,760)	$ (775,205)	$ (535,590)
Balance, shares at Jun. 30, 2022	2,000,000	11,693	666,666	29,800,000
Net loss for the period							(2,351,666)	(2,351,666)
Common stock issued for cash				$ 143	1,429,857			1,430,000
Common stock issued for cash, shares				1,430,000
Receipt of cash from issuance of preferred stock						102,760		102,760
Purchase and redemption of Preferred stock for cash	$ (200)				(21,800)			(22,000)
Purchase and redemption of Preferred stock for cash, shares	(2,000,000)
Issuance of Common stock for acquisition of certain assets of ZenSports				$ 650	6,499,350			6,500,000
Issuance of Common stock for acquisition of certain assets of ZenSports, shares				6,500,000
Issuance of Common stock for acquisition of certain assets of Ultimate Gamer				$ 150	56,286			56,436
Issuance of Common stock for acquisition of certain assets of Ultimate Gamer, shares				1,500,000
Issuance of preferred stock for cash			$ 217		649,783			650,000
Issuance of preferred stock for cash, shares			2,166,665
Issuance of preferred stock as Compensation			$ 298		36,442			36,740
Issuance of preferred stock as Compensation, shares			2,980,000
Balance at Sep. 30, 2022		$ 11,693	$ 582	$ 3,923	8,977,353		(3,126,871)	5,866,680
Balance, shares at Sep. 30, 2022		11,693	5,813,331	39,230,000
Balance at Jun. 30, 2022	$ 200	$ 11,693	$ 67	$ 2,980	327,435	(102,760)	(775,205)	(535,590)
Balance, shares at Jun. 30, 2022	2,000,000	11,693	666,666	29,800,000
Fair value of vested incentive stock options
Balance at Mar. 31, 2023		$ 11,693	$ 250	$ 4,146	11,689,390		(9,593,748)	2,111,732
Balance, shares at Mar. 31, 2023		11,693	2,499,998	41,455,000
Balance at Sep. 30, 2022		$ 11,693	$ 582	$ 3,923	8,977,353		(3,126,871)	5,866,680
Balance, shares at Sep. 30, 2022		11,693	5,813,331	39,230,000
Net loss for the period							(1,626,572)	(1,626,572)
Amortization of preferred stock as compensation					74,500			74,500
Balance at Dec. 31, 2022		$ 11,693	$ 582	$ 3,923	9,051,853		(4,753,443)	4,314,608
Balance, shares at Dec. 31, 2022		11,693	5,813,331	39,230,000
Fair value of warrant issued as part of amended related party demand line of credit					1,736,168			1,736,168
Net loss for the period							(3,834,305)	(3,834,305)
Common stock issued for cash				$ 222	1,112,278			1,112,500
Common stock issued for cash, shares				2,225,000
Amortization of preferred stock as compensation					782,760			782,760
Deemed dividend on purchase of Preferred Series C Stock			$ (331)		(993,669)		(1,006,000)	(2,000,000)
Deemed dividend on purchase of Preferred Series C Stock, shares			(3,313,333)
Balance at Mar. 31, 2023		$ 11,693	$ 250	$ 4,146	11,689,390		(9,593,748)	2,111,732
Balance, shares at Mar. 31, 2023		11,693	2,499,998	41,455,000
Balance at Jun. 30, 2023		$ 11,693	$ 250	$ 4,191	12,669,930		(13,119,081)	(433,017)
Balance, shares at Jun. 30, 2023		11,693	2,499,998	41,905,000
Fair value of vested incentive stock options					112,720			112,720
Fair value of warrant issued as part of amended related party demand line of credit					1,753,037			1,753,037
Net loss for the period							(5,058,302)	(5,058,302)
Balance at Sep. 30, 2023		$ 11,693	$ 250	$ 4,191	14,535,687		(18,177,383)	(3,625,562)
Balance, shares at Sep. 30, 2023		11,693	2,499,998	41,905,000
Balance at Jun. 30, 2023		$ 11,693	$ 250	$ 4,191	12,669,930		(13,119,081)	(433,017)
Balance, shares at Jun. 30, 2023		11,693	2,499,998	41,905,000
Fair value of vested incentive stock options								249,530
Balance at Mar. 31, 2024		$ 11,693	$ 250	$ 6,822	30,247,273		(30,780,272)	(514,234)
Balance, shares at Mar. 31, 2024		11,693	2,499,998	68,221,632
Balance at Sep. 30, 2023		$ 11,693	$ 250	$ 4,191	14,535,687		(18,177,383)	(3,625,562)
Balance, shares at Sep. 30, 2023		11,693	2,499,998	41,905,000
Fair value of vested incentive stock options					78,374			78,374
Fair value of warrant issued as part of amended related party demand line of credit					1,555,085			1,555,085
Net loss for the period							(8,788,233)	(8,788,233)
Issuance of common stock upon conversion of debt				$ 2,591	12,955,725			12,958,316
Issuance of common stock upon conversion of debt, shares				25,916,632
Warrant granted for consulting services					764,007			764,007
Balance at Dec. 31, 2023		$ 11,693	$ 250	$ 6,782	29,888,878		(26,965,616)	2,941,987
Balance, shares at Dec. 31, 2023		11,693	2,499,998	67,821,632
Fair value of vested incentive stock options					58,435			58,435
Net loss for the period							(3,814,656)	(3,814,656)
Common stock issued for cash				$ 40	299,960			300,000
Common stock issued for cash, shares				400,000
Balance at Mar. 31, 2024		$ 11,693	$ 250	$ 6,822	$ 30,247,273		$ (30,780,272)	$ (514,234)
Balance, shares at Mar. 31, 2024		11,693	2,499,998	68,221,632

v3.24.1.1.u2

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (17,661,191)	$ (7,812,543)
Adjustments to reconcile net loss to net cash provided by operating activities:
Loss on assignment of assets		(4,698)
Depreciation and amortization	1,322,897	3,575
Impairment of intangible assets		48,533
Loss on sale of equipment		3,830
Fair value of vested incentive stock options	249,530
Discount on related party note payable	323,345
Loss on extinguishment of debt	798,873
Loss on change in fair value of derivative	345,597	1,073,962
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	906,709	(36,676)
Players balances	404,422	74,528
Net cash used in operating activities	(8,937,228)	(4,388,421)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment		(4,980)
Proceeds from sale of equipment		3,500
Cash paid for capitalized software	(358,322)	(541,636)
Cash paid for capitalized gaming license		(185,418)
Cash paid for acquisition of assets of ZenSports		(750,000)
Net cash used in investing activities	(358,322)	(1,478,534)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash paid for repurchase of preferred stock		(22,000)
Cash paid for purchase of Series C convertible preferred stock		(300,000)
Proceeds from issuance of common stock	300,000	2,542,500
Proceeds from issuance of Series C convertible preferred stock		650,000
Proceeds from line of credit, related party	9,176,924	3,685,337
Proceeds from convertible notes	850,000
Cash received in satisfaction of stock subscriptions receivable		102,760
Net cash provided by financing activities	9,562,252	6,623,597
NET CHANGE IN CASH	266,702	756,642
CASH AT BEGINNING OF PERIOD	355,396	66,241
CASH AT END OF PERIOD	622,098	822,883
DISCLOSURE OF CASH AND CASH RESERVED FOR USERS:
CASH	142,440	822,883
CASH RESERVED FOR USERS	479,658
SUPPLEMENTAL INFORMATION:
Interest paid	59,500
NON-CASH FINANCING AND INVESTING ACTIVITIES:
Common stock issued upon conversion of debt	10,366,653
Note payable issued for purchase of Series C convertible preferred stock		1,700,000
Derivative and warrants issued for deferred financing costs	1,404,771	7,624,859
Payoff of related party note payable with related party line of credit	1,760,000
Deemed dividends on purchase of Series C convertible preferred stock		1,006,000
Zensports Inc [Member]
NON-CASH FINANCING AND INVESTING ACTIVITIES:
Common stock issued for acquisition of assets of Ultimate Gamer, LLC		6,500,000
Ultimate Gamer LLC [Member]
NON-CASH FINANCING AND INVESTING ACTIVITIES:
Common stock issued for acquisition of assets of Ultimate Gamer, LLC		56,436
Related Party [Member]
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization of debt issuance costs – related party	2,757,460	542,419
Non-cash compensation		894,000
Changes in operating assets and liabilities:
Accounts payable and accrued expenses - related party	365,896	103,353
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of note payable		(35,000)
Nonrelated Party [Member]
Adjustments to reconcile net loss to net cash provided by operating activities:
Non-cash compensation	764,007
Changes in operating assets and liabilities:
Accounts payable and accrued expenses - related party	485,227	721,296
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of note payable	$ (764,672)

v3.24.1.1.u2

OVERVIEW AND ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
OVERVIEW AND ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 – OVERVIEW AND ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Overview and Organization   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.   Currently the singular focus is on business-to-consumer (B2C) sports betting in one targeted jurisdiction, Tennessee. In May 2023, the Company received approval on its Tennessee Sports Gaming Operator license. The Company officially launched its Sports Betting operation in Tennessee in June 2023.   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.   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 Note 3.   On September 12, 2022, we entered into an Asset Purchase Agreement with Excel Members, LLC, a company controlled by Bruce Cassidy, the chairman of our board of directors, to acquire certain assets of Excel Members, LLC. Excel Members, LLC 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 and 12.   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.   Basis of Presentation   The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the audited financial statements and the notes thereto included on Form 10-K for the year ended June 30, 2023, filed on March 8, 2024. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.   Operating results for the three and nine month periods ended March 31, 2024, are not necessarily indicative of the results that may be expected for the year ending June 30, 2024. The condensed balance sheet at June 30, 2023, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles in the U.S. for complete financial statements.     Restatement of Previously Issued Financials   During fiscal 2023, the Company completed its final valuation of the assets purchased from ZenSports on August 26, 2022. Management determined that the value of the assets purchased were understated during the three months ended March 31, 2023 for asset acquisition costs initially expensed, and overstated during the nine months ended March 31, 2023 for expenses that were initially included as part of the asset purchase. The value of the assets reflected in the June 30, 2023 audited financial statements was recorded based on this final valuation.   Also, during fiscal 2023, Management determined that the debt issuance costs related to the 2nd amendment of the related party demand line of credit were improperly expensed upon the date of the amendment as opposed to capitalized and amortized over the expected life of the debt.   See below for adjustments needed for the interim three month and nine month periods ended March 31, 2023.   In evaluating whether the previously issued Condensed Consolidated Financial Statements were materially misstated for the interim period ending March 31, 2023, 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 interim financial statements was material; and therefore as noted in SAB Topic 1.N. the Company has restated the March 31, 2023 condensed consolidated financial statements in accordance with FASB ASC 250-10-45-23.   SCHEDULE OF CONSOLIDATED FINANCIAL STATEMENT      For the three months ended March 31, 2023           For the three months ended March 31, 2023     For the nine months ended March 31, 2023           For the nine months ended March 31, 2023       As Previously Reported     Adjustments     As Restated     As Previously Reported     Adjustments     As Restated   Salaries and wages   $      1,569,599     $ -     $      1,569,599     $         3,621,506     $ 1,030,593     $        4,652,099   General and administrative   $ 453,346     $ 30,267     $ 483,613     $ 1,356,411     $ (141,970 )   $ 1,214,441   Loss on extinguishment of debt   $ (7,624,859 )   $ 7,082,440     $ (542,419 )   $ (7,624,859 )   $ 7,082,440     $ (542,419 ) Total net loss   $ (10,886,866 )   $ 7,052,563     $ (3,834,303 )   $ (14,005,893 )   $ 6,193,351     $ (7,812,542 ) Net loss per common share – basic and diluted   $ (0.30 )   $ 0.20     $ (0.10 )   $ (0.40 )   $ 0.19     $ (0.21 )   Principals of Consolidation   The condensed 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.     Use of Estimates   The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the financial statements relate to and include, but are not limited to, the valuation of debt and equity instruments, the valuation and expensing of equity awards, accounting for contingencies and uncertainties, purchase price allocations, including fair value estimates of intangible assets, the estimated useful lives of fixed assets and intangible assets, internally developed software costs and accrued expenses.   Going Concern   The Company’s condensed consolidated financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. As of March 31, 2024, the Company had a working capital deficit of $9,144,043, and an accumulated deficit of $30,780,272. The Company had a net loss from continuing operations of $17,661,191 and negative cash flows of $8,937,228 from operations for the nine months ended March 31, 2024. These conditions raise substantial doubt about the entity’s ability to continue as a going concern for a period of one year from the issuance of these financial statements.   The Company is dependent upon, among other things, achieving a level of profitable operations and receiving additional cash infusions including securing additional lines of credit and raising additional capital through placement of preferred and/or common stock in order to implement its business plan. There can be no assurance that the Company will be successful in order to continue as a going concern. The Company is funding its initial operations by securing a related party line of credit, issuing preferred stock, and issuing common stock through private placements.   We cannot be certain that capital will be provided when it is required or in amounts sufficient to meet our operating requirements. Management believes the existing shareholders, the prospective new investors, and future sales will provide the additional cash needed to meet the Company’s obligations as they become due and will allow the development of its core business operations. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.   Cash and Equivalents   The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. At March 31, 2024, the Company’s cash balance exceeded the FDIC limits by approximately $230,000. 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 March 31, 2024 and June 30, 2023, $479,658 and $21,422 was reserved for users.   Equipment   Equipment is stated at cost, less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the asset’s estimated useful life. Expenditures for maintenance and repairs are expensed as incurred. When retired or otherwise disposed of, the related carrying value and accumulated depreciation are removed from the respective accounts, and the net difference less any amount realized from the disposition is reflected in earnings. Estimated useful lives are as follows:   SUMMARY OF PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES Equipment   3 to 5 years     Intangible assets include developed technology, internally developed software and website development costs, gaming license, and trademarks.   Internally developed capitalized software and website development and the 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. 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     5 years   Capitalized software and website development     3 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 condensed consolidated statements of operations.   Gaming licenses   Certain costs, generally legal and professional fees, are required to attain jurisdictional gaming licenses in order to legally operate our core sports betting business. Gaming licenses, with indefinite useful lives, are tested at least on an annual basis as to the assets that have been impaired. Intangible assets determined to have an indefinite useful life are not amortized. Gaming licenses are assets that are determined to have an indefinite useful life are not amortized and are included in intangible assets in the balance sheet. Annual gaming license fees and legal and professional fees required to maintain the licenses are recorded as period costs in the statement of operations.     Trademarks   Trademarks are carried at cost and are mainly related to branding and promotion, with indefinite useful lives. The Company tests at least on an annual basis whether trademarks with indefinite useful lives are impaired. Intangible assets determined to have an indefinite useful life are not amortized and are included in intangible assets in the balance sheet.   The Company conducts its annual impairment tests at June 30 of each year or whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. 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.   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 three or nine months ended March 31, 2024.   Lease Commitments   The Company has no long-term lease commitments. 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 Company 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. Rental expense for the three and nine months ended March 31, 2024 was $26,531 and $71,219, respectively.   ASC Topic 842 provides for certain practical expedients when adopting the guidance. The Company elected to apply the short-term lease exception; therefore, the Company will not record an ROU asset or corresponding lease liability for leases with an initial term of twelve months or less that are not reasonably certain of being renewed and instead will recognize a single lease cost allocated over the lease term, generally on a straight-line basis.   Fair Value of Financial Instruments   The Company recognized the fair value of financial instruments in accordance with FASB ASC 820, Fair Value Measurements and Disclosures, “Fair Value Measurements”, which provides a framework for measuring fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:   Level 1 - Quoted prices for identical assets and liabilities in active markets;     Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted market prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.   Level 3 - Unobservable inputs that are supported by little to no market activity.   The Company’s derivative liabilities are carried at fair value and are classified as Level 3 liabilities.   The Company’s financial instruments consist principally of cash, 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 or out of “Level 3” during the nine months ended March 31, 2024, or 2023.   SCHEDULE OF DERIVATIVE LIABILITIES Description   Total fair value at March 31, 2024     Quoted prices in Active markets (level 1)     Significant other observable inputs (level 2)     Significant unobservable inputs (level 3)   Derivative liability (1)   $ 2,085,839     $ -     $ -     $ 2,085,839     Description   Total fair value at June 30, 2023     Quoted prices in Active markets (level 1)     Quoted prices in Active markets (level 2)     Quoted prices in Active markets (level 3)   Derivative liability (1)   $ 6,859,452     $ -     $ -     $            6,859,452     (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 March 31, 2024, and June 30, 2023, the Company had a derivative liability of $2,085,839 and $6,859,452, respectively.     Players Balances   Players 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 March 31, 2024 and 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. Players balances were $539,368 and $134,946 as of March 31, 2024 and June 30, 2023, respectively.   As per the Tennessee Sports Wagering Council, the Company is required to maintain a reserve in the form of cash, cash equivalents and/or irrevocable letter of credit along with a required $500,000 Surety Bond (see Note 11) of not less than the players liability balance at any given day. During the nine months ended March 31, 2024, the Company became non-compliant with this requirement and quickly resolved the reserve deficiency as required. As of March 31, 2024 and June 30, 2023, the Company had sufficient coverage for these liabilities as per the requirements of the state of Tennessee.   Revenue Recognition   The Company records revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the standard requires more detailed disclosures to enable readers of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.   The Company determines revenue recognition through the following steps:     ● Identify the contract, or contracts, with the customer;   ● Identify the performance obligations in the contract;   ● Determine the transaction price;   ● Allocate the transaction price to performance obligations in the contract; and   ● Recognize revenue when, or as, the Company satisfies performance obligations by transferring the promised good or services.   The Company provides online sportsbook betting services with its technical infrastructure to its direct customers. Sportsbook or sports betting involves a user wagering money on an outcome or series of outcomes occurring. When a user’s wager wins, the Company pays the user a pre-determined amount known as fixed odds. Sportsbook revenue is generated by setting odds such that there is a built-in theoretical margin in each sports wagering opportunity offered to users. Sportsbook revenue is generated from users’ wagers net of payouts made on users’ winning wagers and incentives awarded to users. Each wager placed by a user creates a single performance obligation for the Company. The performance obligation is satisfied once the event wagered on has been completed. Any unsettled wagers are recorded as a players balance liability. Net gaming revenue is the aggregate of gaming wins and losses based on results of each event that customers wager bets on.   Cost of Revenue   Cost of revenue consists primarily of variable costs, principally recurring online platform costs directly associated with revenue-generating activities including payment processing and supporting technology costs, web hosting, regulatory compliance software and Sports Betting privilege taxes.   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 returned 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 nine months ended March 31, 2024, and 2023, the Company recognized sales of products $0 and $536, respectively.   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.   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 condensed consolidated statement of operations over the requisite service period.   Sales and Marketing   Sales and marketing expenses consist primarily of expenses associated with advertising and costs related to free to play contests. Advertising costs are expensed as incurred and are included in sales and marketing expense in our condensed consolidated unaudited statements of operations. Advertising costs include those costs associated with communicating with potential customers and generally use some form of media, such as internet, radio, print, television, or billboards. Advertising costs also include costs associated with strategic league and team partnerships. During the three months ended March 31, 2024 and 2023, advertising costs were $266,352 and $35,252, respectively. During the nine months ended March 31, 2024 and 2023, advertising costs were $3,393,601 and $165,527, respectively.     General and Administrative   General and administrative expenses consist of costs not related to sales and marketing, product and technology or revenue. General and administrative costs include professional services (including legal, regulatory, audit and accounting), rent and facilities maintenance, contingencies and insurance.   Income Taxes   The Company accounts for income taxes under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Company’s balance sheet in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The Company must assess the likelihood that its deferred tax assets will be recovered from future taxable income, and, to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance. Changes in the Company’s valuation allowance in a period are recorded through the income tax provision on the statements of operations.   ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return.   Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest, and penalties, accounting in interim periods, disclosure, and transition. As a result of the implementation of ASC 740-10, the Company recognized no material adjustment in the liability for unrecognized income tax benefits.   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 March 31, 2024, the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive.   SCHEDULE OF EARNINGS (LOSS) PER SHARE ANTI-DILUTIVE     For the three and nine months ended March 31, 2024   Stock Options     6,250,000   Series A Preferred Shares     -   Series B Preferred Shares     1,169,300   Series C Preferred Shares     8,333,327   Warrants     11,043,479   Shares issuable upon conversion of convertible notes     2,125,000   Shares issuable upon conversion of line of credit     2,957,926   Total potentially dilutive shares     31,879,032       Recent Accounting Pronouncements   All recently issued ASUs by the FASB have no material impact on the Company’s condensed consolidated results of operations or financial position.

v3.24.1.1.u2

EQUIPMENT	9 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
EQUIPMENT	NOTE 2 - EQUIPMENT   The Company’s equipment consisted of the following as of:   SCHEDULE OF EQUIPMENT, CAPITALIZED SOFTWARE AND WEBSITE     March 31, 2024     June 30, 2023   Equipment   $ 4,980     $ 4,980   Total     4,980       4,980   Less: accumulated depreciation     2,412       1,167   Equipment, net   $ 2,568     $ 3,813     Equipment at March 31, 2024 and June 30, 2023 consisted of computers. Depreciation expense of equipment during the three months ended March 31, 2024, and 2023 was $415 and $810, respectively. Depreciation expense of equipment during the nine months ended March 31, 2024, and 2023 was $1,245 and $1,325, respectively.

v3.24.1.1.u2

LONG LIVED INTANGIBLE ASSETS	9 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
LONG LIVED INTANGIBLE ASSETS	NOTE 3 - LONG LIVED INTANGIBLE ASSETS   The Zensports, Inc. assumed developed technology and trademark were recorded and allocated using relative fair value, based 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 three and nine months ended March 31, 2024, or the year that ended June 30, 2023. See Note 1.   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.   Gaming 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 three and nine months ended March 31, 2024, and 2023, 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     March 31, 2024     June 30, 2023   Developed technology   $ 7,879,964     $ 7,521,638   Tradenames and trademarks     560,999       560,999   Gaming licenses     135,837       135,837   Impairment charges     (48,533 )     (48,533 ) Total     8,528,267       8,169,941   Less: accumulated amortization     (1,424,400 )     (102,743 ) Net carrying value   $ 7,103,867     $ 8,067,198     Amortization expense of business intellectual property for three months ended March 31, 2024, and 2023, was $425,534 and $0, respectively. Amortization expense of tradenames for the three months ended March 31, 2024, and 2023, was $81,829 and $0, respectively. Amortization expense of business intellectual property for nine months ended March 31, 2024, and 2023, was $1,241,814 and $0, respectively. Amortization expense of tradenames for the nine months ended March 31, 2024, and 2023, was $80,865 and $0, respectively. Amortization expense is included in the statement of operations.

v3.24.1.1.u2

PLAYERS BALANCES	9 Months Ended
	Mar. 31, 2024
PLAYERS BALANCES	NOTE 4 - PLAYERS BALANCES   Players 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. 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. Players balances were $539,368 and $134,946 as of March 31, 2024 and June 30, 2023, respectively.

v3.24.1.1.u2

CONVERTIBLE DEBT	9 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
CONVERTIBLE DEBT	NOTE 5 - CONVERTIBLE DEBT   On August 23, 2023, the Company entered into a Convertible Note Purchase Agreement and a Convertible Promissory Note with an unrelated party in the principal amount of $200,000. On August 28, 2023, the Company entered into a Note Purchase Agreement and a Convertible Promissory Note with another unrelated party in the principal amount of $500,000. On September 1, 2023, the Company entered into a Convertible Note Purchase Agreement and a Convertible Promissory Note with a third unrelated party in the principal amount of $150,000. These Notes are part of a private convertible debt offering of up to $2,000,000 the Company is undertaking to raise additional reserve funds required to cover increases in wagers. The outstanding principal under the Notes, which will accrue interest at a rate equal to twelve percent (12%) per annum, is due and payable in a single balloon payment by us on the date that is one year following the date of issuance of each of the Notes. Accrued interest is to be paid monthly in cash beginning the first month after the issuance of each of the Notes. The Company has no right to prepay all or any portion of the outstanding principal under the Notes prior to the Maturity Date. The outstanding principal under the Notes and accrued and unpaid interest are convertible into shares of the Company’s common stock, par value $.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.   The conversion option was valued by the Company using the Monte-Carlo model.   The following are the significant assumptions used in the Monte-Carlo model. See Note 8.    SCHEDULE OF SIGNIFICANT ASSUMPTIONS CONVERTIBLE DEBT     Expected volatility     Risk-free interest rate     Expected dividend yield     Expected life (in years)   At September 1, 2023     68.2 %     4.87 %     0 %     2.00

v3.24.1.1.u2

NOTES PAYABLE AND NOTES PAYABLE - RELATED PARTY	9 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
NOTES PAYABLE AND NOTES PAYABLE - RELATED PARTY	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 nine months ended March 31, 2023.   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 March 31, 2024, and June 30, 2023, the principal balance is $30,000 and $30,000 and accrued interest is $9,746 and $7,496, respectively. The interest expense for the three months ended March 31, 2024 and 2023 was $750 and $750, respectively. The interest expense for the nine months ended March 31, 2024 and 2023 was $2,250 and $2,250, respectively.   On February 27, 2023, the Company entered into Stock Redemption and Purchase Agreement with John Linss, our former Chief Executive Officer and former member of the board of directors, and his wholly owned Corespeed, LLC for the purchase of Series C Convertible Preferred Stock owned by Linss’ Corespeed, LLC. The Company paid $300,000 at the closing and entered into a promissory note with Mr. Linss for the remaining $1,700,000 of the purchase price. The Note bears interest at a rate of 5% per annum, and requires the following payments: (i) no less than $850,000.00, in aggregate, of one or more payments is due by the 12-month anniversary of the Note; and (ii) a balloon payment for the balance of the Note is due by the earlier of the 24-month anniversary of the Note or five days after the Company’s common stock is listed for public trading on either the Nasdaq Stock Market, the New York Stock Exchange, or the NYSE American. On February 19, 2024, the Company entered into a first amendment to the $1,700,000 promissory note with John Linss. As per the amendment, $425,000 was paid on February 27, 2024 and equal monthly payments of principal and interest of $59,665 shall be paid to Mr. Linss monthly, beginning on April 1, 2024 for a period of twenty-four months. The amended maturity date of the note is the earliest of (a) April 1, 2026, (b) upon the occurrence of an uplisting, the fifth day after the occurrence of the uplisting, or (c) upon the occurrence of a change of control. All other terms of the original note remain the same. The Company has evaluated this amendment and has deemed it a debt modification in accordance with the ASC 470 guidance.   The outstanding principal balance at March 31, 2024, is $1,275,000, with $654,337 being classified as Note Payable- Current on the balance sheet, and accrued interest is $100,190. The interest expense for the nine months ended March 31, 2024 and 2023 is $71,680 and $0, respectively. The interest expense for the three months ended March 31, 2024 and 2023 is $28,014 and $0, respectively. See Notes 1, 10 and 13.   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 were 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.   On September 14, 2023, the principal balance of $1,600,000 and the flat funding fee of $160,000 was paid in full by the fourth amended line of credit with Excel Family Partners, LLLP (See Note 7).   On May 24, 2023, the Company entered into a short term note payable with a premium finance company to fund their technology services and cyber liability insurance. The total premiums, taxes and fees financed was $434,250 at an annual percentage rate of 8.88%. After a down payment of $72,994 was made upon execution of the Note, ten monthly payments remained in the amount of $37,744 each. The final monthly payment was paid on March 24, 2024 and the balance of this Note was $0 as of March 31, 2024.

v3.24.1.1.u2

LINE OF CREDIT - RELATED PARTY	9 Months Ended
	Mar. 31, 2024
Line Of Credit - Related Party
LINE OF CREDIT - RELATED PARTY	NOTE 7- LINE OF CREDIT - RELATED PARTY   On February 22, 2022, the Company executed a non-revolving line of credit demand note for $250,000 with Excel Family Partners, LLLP (“Excel”) a company controlled by Bruce Cassidy (our 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.   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.   SCHEDULE OF FAIR VALUE OF DERIVATIVES     Expected volatility     Risk-free interest rate     Expected dividend yield     Expected life (in years)   At February 24, 2023     108.5 %     4.84 %     0 %     1.77     The note includes a common stock warrant exercisable up to 4,000,000 shares of the Company’s common stock for $0.25 per share, with an expiration date of February 1, 2028. The warrants were valued by the Company using the Black-Scholes option pricing model.   The following are the significant assumptions used in the Black-Scholes model:   SCHEDULE OF FAIR VALUE OF DERIVATIVES     Expected volatility     Risk-free interest rate     Expected dividend yield     Expected life (in years)   At February 24, 2023     111.60 %     4.20 %     0 %     2     The amended non-revolving line of credit was exchanged and modified on substantially different terms from the non-revolving line of credit demand note it replaced and as such is treated as a debt modification. The Company incurred debt issuance costs of $7,624,859, which is the sum of the fair value of the conversion feature in the note, and the fair value of the warrant. This total amount was included in the debt issuance costs on the accompanying balance sheet, net of amortization, for the year ended June 30, 2023. The Company will amortize the debt issuance costs over sixteen months, which is the estimated life of the debt.   On July 18, 2023, the Company entered into a Third Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note with Excel Family Partners, LLLP, (“Excel”) in the principal amount of not more than $5,000,000 (the “Note”). The Note amends and restates that certain Second Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note between us and Excel entered into on February 24, 2023, in the principal amount of not more than $4,000,000 (the “Former Note”). Excel is controlled by Mr. Bruce Cassidy, our Secretary and sole member of our board of directors (the “Board”). The Note does not constitute a committed line of credit. Loans under the Note are made by Excel in its sole and absolute discretion. Upon repayment of any amount of principal or interest under the Note, we may not reborrow under the Note. All loans made under the Note accrue interest at a fixed rate per annum equal to 15.0%. In connection with entering into the Note payable agreement, the Company issued Excel a Common Stock Warrant to purchase 1,000,000 shares of our common stock at an exercise price of $0.25 per share (the “Warrant”). The Warrant may be exercised, in whole or in part, at any time through July 17, 2028, on either a cash or cashless basis. The Note includes a conversion option that Excel may, at its sole option, convert all or any portion of the debt into fully paid and non-assessable shares of common stock of the Company’s common stock.at a conversion price in an amount equal to the product of the lowest recent price multiplied by 80%. The lowest price is defined, as of each applicable conversion rate, the lowest price per share that Company has sold one or more Shares to an investor or lender within the 24-month period prior to the applicable conversion date; provided, however, that if no Shares were sold within such 24-month period, the lowest recent price will be $0.50 per Share.     The following are the significant assumptions used in the Black-Scholes model for the warrants:    SCHEDULE OF FAIR VALUE OF DERIVATIVES     Expected volatility     Risk-free interest rate     Expected dividend yield     Expected life (in years)   At July 18, 2023     83.4 %     4.62 %     0 %     4.8     At the date of the third amendment, the remaining unamortized debt issuance costs were $5,393,193. These costs were added to the fair value of the warrants granted as part of the amendment to increase the total debt issuance costs to $5,785,727. As per the terms of the amendment, these total costs will now be amortized over a period of twenty two months.   On September 14, 2023, the Company entered into a Fourth Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note with Excel Family Partners, LLLP, a Florida limited liability limited partnership (“Excel”) in the principal amount of not more than $10,000,000. The Note amends and restates that certain Third Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note between us and Excel entered into on July 18, 2023 in the principal amount of not more than $5,000,000 (the “Former Note”). Excel is controlled by Mr. Bruce Cassidy, our Secretary and sole member of our board of directors (the “Board”). The Note does not constitute a committed line of credit. Loans under the Note are made by Excel in its sole and absolute discretion. Upon repayment of any amount of principal or interest under the Note, we may not reborrow under the Note. In connection with entering into the Note payable agreement, the Company issued Excel a Common Stock Warrant to purchase 3,400,000 shares of our common stock at an exercise price of $0.25 per share (the “Warrant”). The Warrant may be exercised, in whole or in part, at any time through September 13, 2028, on either a cash or cashless basis. The Note includes a conversion option that Excel may, at its sole option, convert all or any portion of the debt into fully paid and non-assessable shares of the Company’s common stock at a conversion price in an amount equal to the product of the lowest recent price multiplied by 80%. The lowest price is defined, as of each applicable conversion rate, the lowest price per share that Company has sold one or more Shares to an investor or lender within the 24-month period prior to the applicable conversion date; provided, however, that if no Shares were sold within such 24-month period, the lowest recent price will be $0.50 per Share.   The following are the significant assumptions used in the Black-Scholes model for the warrants:       Expected volatility     Risk-free interest rate     Expected dividend yield     Expected life (in years)   At September 13, 2023     86.5 %     4.60 %     0 %     4.95     At the date of the fourth amendment, the remaining unamortized debt issuance costs were $5,308,162. These costs were added to the fair value of the warrants granted as part of the amendment to increase the total debt issuance costs to $6,668,666. As per the terms of the amendment, these total costs will now be amortized over a period of twenty months.   As of the date of the Fourth Amended and Restated Discretionary Non-Revolving Line of Credit Demand Note, the aggregate outstanding principal balance 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; and (iv) the $1,760,000 borrowed under the Note as of September 14, 2023 to pay in full the bridge loan evidenced by the Promissory Note, dated May 5, 2023, in the principal amount of $1,600,000 made by Excel to the Company and the related funding fee due and owing in connection with such bridge loan. See Note 6. On September 15, 2023, the Company borrowed an additional $250,000 under the Fourth Amended and Restated Discretionary Non-Revolving Line of Credit Demand Note.     On December 27, 2023, a total of $1,540,000 of the principal amount due under the Former Note was assigned from Excel to eight (8) third parties (each, a “Debt Assignee”) pursuant to an Assignment and Assumption for each Debt Assignee. The following day, the Company received a total of nine (9) Conversion Notices which elected, in aggregate, that a total of $10,366,653 of indebtedness under the Former Note be converted at a conversion price of $0.40 per Share (based on the sale by the Company of Shares within the last two years at $0.50 per share multiplied by 80%) into 25,916,632 Shares (the “Conversion Shares”). Excel converted $8,826,653 into 22,066,632 Conversion Shares. The Debt Assignees, collectively, converted $1,540,000 into an aggregate of 3,850,000 Conversion Shares. See Note 9.   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. In connection with entering into the Note payable agreement, the Company issued Excel a Common Stock Warrant to purchase 2,460,000 shares of our common stock at an exercise price of $0.25 per share (the “Warrant”). The Warrant may be exercised, in whole or in part, at any time through September 13, 2028, on either a cash or cashless basis. The Note includes a conversion option that Excel may, at its sole option, convert all or any portion of the debt into fully paid and non-assessable shares of common stock of the Company’s common stock.at a conversion price in an amount equal to the product of the lowest recent price multiplied by 80%. The lowest price is defined, as of each applicable conversion rate, the lowest price per share that Company has sold one or more Shares to an investor or lender within the 24-month period prior to the applicable conversion date; provided, however, that if no Shares were sold within such 24-month period, the lowest recent price will be $0.50 per Share.   A total of $10,366,653 of indebtedness under the Former Note was converted into shares of common stock (the “Shares”) at a conversion price of $0.40 per Share (based on the sale by the Company of Shares within the last two years at $0.50 per share multiplied by 80%) on December 28, 2023.   The following are the significant assumptions used in the Black-Scholes model for the warrants:       Expected volatility     Risk-free interest rate     Expected dividend yield     Expected life (in years)   At December 27, 2023     153.5 %     3.83 %     0 %     4.71     At March 31, 2024, the remaining unamortized debt issuance costs were $2,131,801. $801,628 and $2,757,460 of amortization was included in interest expense, respectively during the three and nine months ended March 31, 2024.   As of March 31, 2024, the aggregate outstanding principal balance of all loans under the Note is $4,810,000.

v3.24.1.1.u2

DERIVATIVE LIABILITIES	9 Months Ended
	Mar. 31, 2024
Derivative Liabilities
DERIVATIVE LIABILITIES	NOTE 8 – DERIVATIVE LIABILITIES   On February 24, 2023, July 18, 2023 and September 14, 2023,the Company entered into the second, third and fourth amended and restated discretionary non-revolving line of credit demand notes (“LOC”) with a common control owner (See Note 7). On August 23, 2023, August 28, 2023 and September 1, 2023, the Company entered into a Convertible Note Purchase Agreement and a Convertible Promissory Note with three unrelated parties (See Note 5). The LOC and Convertible Promissory Notes contain conversion options that qualify for embedded derivative classification. The fair value of the liability is re-measured at the end of every reporting period and the change in fair value is reported in the statement of operations as a gain or loss on change in fair value of derivatives.   The table below sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities for the nine months ended March 31, 2024:  SCHEDULE OF FAIR VALUE OF FINANCIAL LIABILITIES Balance at June 30, 2023   $ 6,859,452   Embedded conversion option of convertible debt     2,169,364   Derivative liability extinguished upon conversion of debt (Note 7)     (7,288,574 ) Change in the fair value of the embedded conversion option     345,597   Balance at March 31, 2024   $ 2,085,839     The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as their fair values were determined by using Monte-Carlo model based on various assumptions.   Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations:  SCHEDULE OF FAIR VALUE MEASUREMENT     Expected volatility     Risk-free interest rate     Expected dividend yield     Expected life (in years)   At June 30, 2023     108-114 %     4.20-5.18 %     0 %     .5-2   At December 31, 2023     64.20% - 68.90 %     4.42% - 4.60 %     0 %     1.34 – 1.67   At March 31, 2024     63.30% - 64.60 %     4.85% - 4.99 %     0 %     1.09 – 1.42     On December 28, 2023, upon the conversion of the line of credit of $10,366,653 into common shares, derivative liabilities of $7,288,574 and unamortized debt issuance costs related to the line of credit in the amount of $5,495,785 were extinguished. A loss on extinguishment of $798,873 was recorded on the statement of operations for nine months ended March 31, 2024, respectively. See Notes 7 and 9.

v3.24.1.1.u2

STOCKHOLDERS’ DEFICIT	9 Months Ended
	Mar. 31, 2024
Equity [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 9 - STOCKHOLDERS’ DEFICIT   The Company is authorized to issue 475,000,000 shares of common stock, par value $0.0001 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.   The Series B Convertible Preferred Stock has a liquidation preference of $1.00 per share, has super-voting rights, and votes are determined by multiplying (a) the number of Series B shares held by such holder and (b) the conversion ratio, and each Series B share may be converted into 100 shares of common stock. Each Holder shall have the right to convert any of all of such Holder’s shares of Series B Preferred Stock into shares of common stock at the conversion ratio. Upon the closing of an underwritten, follow-on public offering of shares of the Company’s common stock with gross offering proceeds of not less than $6,000,000, each then-outstanding share of Series B Convertible Preferred Stock shall be automatically converted into shares of common stock at the conversion ratio without any affirmative action required of the Holder.     The Series C Convertible Preferred Stock has a liquidation preference of $0.30 per share, plus a 6% per annum liquidation coupon compounded annually since the date of issuance paid only upon a liquidation event, have the right to vote for all matters submitted, including the election of directors, and all other matters as required by law. The Series C shares shall automatically convert into common stock by multiplying the number of Series C shares to be converted by the quotient obtained by dividing (x) the liquidation value by (y) the conversion value upon the date that is the earlier of (a) the closing date of an underwritten, follow-on public offering of shares of the Company’s common stock with gross offering proceeds of not less than $6,000,000; (b) the date the Company receives written notice from a holder of Series C shares of such holder’s desire and intention to convert all or some of such holder’s Series C shares; and (c) June 15, 2024.   Series A Convertible Preferred Stock   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. During the nine months ended March 31, 2024 and 2023, there were no issuances of Series A Convertible Preferred Stock. As at March 31, 2024 and June 30, 2023, no shares were outstanding.   Series B Convertible Preferred Stock   During the nine months ended March 31, 2024 and 2023, there were no issuances of Series B Convertible Preferred Stock. As at March 31, 2024 and June 30, 2023, 11,693 and 11,693 shares were outstanding, respectively.   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 Note 1.   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.   As at March 31, 2024 and June 30, 2023, 2,499,998 and 2,499,998 shares were outstanding, respectively.   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 Note 3.   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.   On December 28, 2023, a total of 25,916,632 shares of common stock were issued upon conversion of $10,366,653 notes payable. See Note 7. The fair market value of the total shares issued was $12,958,316 based on the most recent sales price of common stock ($.50 per share). A loss on conversion of debt in the amount of $2,591,663 was recorded on the statement of operations. See Note 8   On January 8, 2024 the Company sold 400,000 shares of common stock to an unrelated party for cash proceeds of $300,000.

v3.24.1.1.u2

STOCK OPTIONS	9 Months Ended
	Mar. 31, 2024
Retirement Benefits [Abstract]
STOCK OPTIONS	NOTE 10 - 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 $0.50 per share (the “Awards”).   The 2023 Plan provides eligible participants with benefits consisting of one or more of the following: ISOs, NSOs, and bonuses in the form of our common stock (“Stock Bonuses”). The Board or a committee of directors will administer the 2023 Plan and determine what employees or officers will receive an award under the 2023 Plan. ISOs, which are intended to be compliant with Section 422 of the Internal Revenue Code, may be awarded only to our employees. NSOs and Stock Bonuses are not subject to Section 422 of the Internal Revenue Code and can be awarded to employees and non-employees.   As with the 2021 Plan, the aggregate number of shares of our authorized but unissued common stock that can be awarded under the 2023 Plan is 5,960,000, whether in the form ISOs, NSOs, or Stock Bonuses (or a combination thereof). Awards can be issued under the 2023 Plan for ten years from the date the Board approved the 2023 Plan. ISOs may be exercised during a period no longer than ten years from the date of the award (five years for individuals who own more than 10% of the combined voting power of the Company). NSOs may be exercised for a maximum period of ten years from the date of the award.   Below is a table summarizing the changes in stock options outstanding for the nine months ended March 31, 2024:  SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS     Number of Options     Weighted Average Exercise Price ($)   Outstanding at June 30, 2023     3,250,000     $ 0.50   Granted     -       -   Exercised     -       -   Expired     -       -   Forfeited     125,000       0.50   Outstanding at March 31, 2024     3,125,000     $ 0.50   Exercisable at March 31, 2024     1,385,069     $ 0.50     A total of 125,000 stock options were forfeited on September 15, 2023 as per the terms of a separation agreement with the former Chief Financial Officer.   As of March 31, 2024, all outstanding stock options were issued according to the Company’s 2023 Plan. There are 2,835,000 unissued shares of common stock available for future issuance under the 2023 Plan.

v3.24.1.1.u2

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 11 - COMMITMENTS AND CONTINGENCIES   Commitments and Contingencies are as follows:   Mark Thomas served as our Chief Executive Officer, Principal Executive Officer, President, Chief Technology Officer, interim Chief Financial Officer and interim Treasurer from January 10, 2023 until his resignation from all positions effective October 31, 2023. The Company entered into a Consulting Agreement with Thomas, effective November 1, 2023 for professional services. As part of the Consulting Agreement, Thomas received bi-monthly compensation at a rate of $200 per hour and reimbursement for all reasonable travel, entertainment, and other expenses incurred by Thomas in connection with his duties under the Consulting Agreement. The Consulting Agreement is for a term of 12 months, and may be terminated by either party at any time, without cause or further obligation, with at least fifteen (15) calendar days’ written notice. This agreement was terminated on January 27, 2024.   On March 1, 2024, the board of directors of the Company appointed James Mackey as the Company’s new Chief Financial Officer, Principal Financial and Accounting Officer and Treasurer, effective immediately. He received an offer letter stating that he will receive an annual salary of $275,000. He is also eligible to participate in the Company’s other benefit plans.   During 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.   During 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. See Note 1 and 13.   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.   Legal matter contingencies   The Company believes, based on current knowledge and after consultation with counsel, that it is not currently party to any material pending proceedings, individually or in the aggregate, the resolution of which would have a material effect on the Company. Provisions for losses are established in accordance with ASC 450, “Contingencies” when warranted. Once established, such provisions are adjusted when there is more information available about an event that occurs requiring a change.

v3.24.1.1.u2

RELATED PARTY TRANSACTIONS	9 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 12 - 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.   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 9.   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 relating to the Incentive Compensation.   Transactions with our former Chief Financial Officer:   In July, 2022, the Company’s former Chief Financial Officer, Zixiao Chen was paid $20,000 as part of the Assignment and Assumption agreement described below.     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. The note was repaid in full on July 26, 2022. See Note 6.   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, 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:   - 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 9.   On February 19, 2024, the Company entered into a first amendment to the $1,700,000 promissory note with John Linss, our former Chief Executive Officer and former member of the board of directors, and his wholly owned Corespeed, LLC. As per the amendment, $425,000 was paid on February 27, 2024 and equal monthly payments of principal and interest of $59,665 shall be paid to Mr. Linss monthly, beginning on April 1, 2024 for a period of twenty-four months. The amended maturity date of the note is the earliest of (a) April 1, 2026, (b) upon the occurrence of an uplisting, the fifth day after the occurrence of the uplisting, or (c) upon the occurrence of a change of control. All other terms of the original note remain the same.   Transactions with our 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 9.   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 6, 7 and 8.   On February 24, 2023, the Company entered into a second amended and restated discretionary non-revolving line of credit demand note with Excel in the principal amount of not more than $4,000,000 and granted a common stock warrant exercisable up to 4,000,000 shares of the Company’s common stock. See Notes 6, 7, 8 and 9.   On May 5, 2023, the Company entered into a Promissory Note with Excel Family Partners, LLLP, a company controlled by Bruce Cassidy (our former Chief Executive Officer through June 14, 2022) the Chairman of our Board of Directors in the principal amount of $1,600,000. The Note matures on November 4, 2023, at which time the outstanding principal amount under the Note, along with a flat funding fee of $160,000 is due and payable in full at loan maturity. In connection with entering the Note, the Company issued a Common Stock Warrant to purchase 1,600,000 shares of our common stock at an exercise price of $0.25 per share (the “Warrant”). The Warrant may be exercised, in whole or in part, at any time through May 4, 2028, on either a cash or cashless basis. On September 14, 2023, this Note and the flat funding fee were paid in full from the Discretionary Non-Revolving Line Of Credit Demand Note with Excel Family Partners, LLLP, (“Excel”). See Notes 6, 7, 8 and 9.   On July 18, 2023, the Company entered into a Third Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note with Excel Family Partners, LLLP, (“Excel”) in the principal amount of not more than $5,000,000 and granted a common stock warrant exercisable up to 1,000,000 shares of the Company’s common stock. See Notes 6, 7, 8 and 9.   On September 14, 2023, the Company entered into a Fourth Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note with Excel Family Partners, LLLP, a Florida limited liability limited partnership (“Excel”) in the principal amount of not more than $10,000,000 and granted a common stock warrant exercisable up to 3,400,000 shares of the Company’s common stock. See Notes 6, 7, 8 and 9.     A total of $10,366,653 of indebtedness under the Fourth Amended and Restated Discretionary Non-Revolving Line of Credit Demand Note was converted into shares of common stock (the “Shares”) at a conversion price of $0.40 per Share (based on the sale by the Company of Shares within the last two years at $0.50 per share multiplied by 80%) on December 28, 2023. See Note 9.   On December 29, 2023, the Company entered into a Fifth Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note with Excel Family Partners, LLLP, a Florida limited liability limited partnership (“Excel”) in the principal amount of not more than $2,000,000 and granted a common stock warrant exercisable up to 2,460,000 shares of the Company’s common stock. See Notes 6, 7, 8 and 9.   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) 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 9.   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.   Effective January 1, 2023, the Company assumed the office lease of a related party, ZenSports, Inc. The lease expired on September 30, 2023, and had a monthly lease payment of $6,500.

v3.24.1.1.u2

SUBSEQUENT EVENTS	9 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 13 - SUBSEQUENT EVENTS   In accordance with ASC 855-10, the Company has analyzed its operations subsequent to March 31, 2024, to the date, these financial statements were issued, and as of May 13, 2024, there were no other material subsequent events to disclose in these financial statements.   On April 18, 2024, the surety bond held for the Tennessee Sports Wagering and Advisory Council was renewed through April 18, 2025.   On April 10, 2024 and April 24, 2024, the Company borrowed an additional $400,000 and $475,000 under that certain Fifth Amended and Restated Discretionary Non-Revolving Line Of Credit Demand Note entered into with Excel Family Partners, LLLP on December 29, 2023 (the “Note”). As of May 15, 2024, the aggregate outstanding principal balance of all loans under the Note is $5,685,000.

v3.24.1.1.u2

OVERVIEW AND ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation   The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the audited financial statements and the notes thereto included on Form 10-K for the year ended June 30, 2023, filed on March 8, 2024. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.   Operating results for the three and nine month periods ended March 31, 2024, are not necessarily indicative of the results that may be expected for the year ending June 30, 2024. The condensed balance sheet at June 30, 2023, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles in the U.S. for complete financial statements.
Restatement of Previously Issued Financials	Restatement of Previously Issued Financials   During fiscal 2023, the Company completed its final valuation of the assets purchased from ZenSports on August 26, 2022. Management determined that the value of the assets purchased were understated during the three months ended March 31, 2023 for asset acquisition costs initially expensed, and overstated during the nine months ended March 31, 2023 for expenses that were initially included as part of the asset purchase. The value of the assets reflected in the June 30, 2023 audited financial statements was recorded based on this final valuation.   Also, during fiscal 2023, Management determined that the debt issuance costs related to the 2nd amendment of the related party demand line of credit were improperly expensed upon the date of the amendment as opposed to capitalized and amortized over the expected life of the debt.   See below for adjustments needed for the interim three month and nine month periods ended March 31, 2023.   In evaluating whether the previously issued Condensed Consolidated Financial Statements were materially misstated for the interim period ending March 31, 2023, 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 interim financial statements was material; and therefore as noted in SAB Topic 1.N. the Company has restated the March 31, 2023 condensed consolidated financial statements in accordance with FASB ASC 250-10-45-23.   SCHEDULE OF CONSOLIDATED FINANCIAL STATEMENT      For the three months ended March 31, 2023           For the three months ended March 31, 2023     For the nine months ended March 31, 2023           For the nine months ended March 31, 2023       As Previously Reported     Adjustments     As Restated     As Previously Reported     Adjustments     As Restated   Salaries and wages   $      1,569,599     $ -     $      1,569,599     $         3,621,506     $ 1,030,593     $        4,652,099   General and administrative   $ 453,346     $ 30,267     $ 483,613     $ 1,356,411     $ (141,970 )   $ 1,214,441   Loss on extinguishment of debt   $ (7,624,859 )   $ 7,082,440     $ (542,419 )   $ (7,624,859 )   $ 7,082,440     $ (542,419 ) Total net loss   $ (10,886,866 )   $ 7,052,563     $ (3,834,303 )   $ (14,005,893 )   $ 6,193,351     $ (7,812,542 ) Net loss per common share – basic and diluted   $ (0.30 )   $ 0.20     $ (0.10 )   $ (0.40 )   $ 0.19     $ (0.21 )
Principals of Consolidation	Principals of Consolidation   The condensed 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	Segment Reporting   The Company operates as one reportable segment under Accounting Standards Codification “ASC” 280, Segment Reporting. The chief operating decision maker regularly reviews the financial information of the Company at a consolidated level in deciding how to allocate resources and in assessing performance.
Use of Estimates	Use of Estimates   The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the financial statements relate to and include, but are not limited to, the valuation of debt and equity instruments, the valuation and expensing of equity awards, accounting for contingencies and uncertainties, purchase price allocations, including fair value estimates of intangible assets, the estimated useful lives of fixed assets and intangible assets, internally developed software costs and accrued expenses.
Going Concern	Going Concern   The Company’s condensed consolidated financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. As of March 31, 2024, the Company had a working capital deficit of $9,144,043, and an accumulated deficit of $30,780,272. The Company had a net loss from continuing operations of $17,661,191 and negative cash flows of $8,937,228 from operations for the nine months ended March 31, 2024. These conditions raise substantial doubt about the entity’s ability to continue as a going concern for a period of one year from the issuance of these financial statements.   The Company is dependent upon, among other things, achieving a level of profitable operations and receiving additional cash infusions including securing additional lines of credit and raising additional capital through placement of preferred and/or common stock in order to implement its business plan. There can be no assurance that the Company will be successful in order to continue as a going concern. The Company is funding its initial operations by securing a related party line of credit, issuing preferred stock, and issuing common stock through private placements.   We cannot be certain that capital will be provided when it is required or in amounts sufficient to meet our operating requirements. Management believes the existing shareholders, the prospective new investors, and future sales will provide the additional cash needed to meet the Company’s obligations as they become due and will allow the development of its core business operations. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.
Cash and Equivalents	Cash and Equivalents   The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. At March 31, 2024, the Company’s cash balance exceeded the FDIC limits by approximately $230,000. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts.
Cash Reserved for Users	Cash Reserved for Users   The Company maintains separate bank accounts to segregate users’ funds from operational funds. User funds are held by KeyStar TN, LLC, a Tennessee limited liability company and wholly owned subsidiary of the Company, which was organized for the purpose of protecting users’ funds in the event of creditor claims. As of March 31, 2024 and June 30, 2023, $479,658 and $21,422 was reserved for users.
Equipment	Equipment   Equipment is stated at cost, less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the asset’s estimated useful life. Expenditures for maintenance and repairs are expensed as incurred. When retired or otherwise disposed of, the related carrying value and accumulated depreciation are removed from the respective accounts, and the net difference less any amount realized from the disposition is reflected in earnings. Estimated useful lives are as follows:   SUMMARY OF PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES Equipment   3 to 5 years
Intangible assets include developed technology, internally developed software and website development costs, gaming license, and trademarks.	Intangible assets include developed technology, internally developed software and website development costs, gaming license, and trademarks.   Internally developed capitalized software and website development and the 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. 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     5 years   Capitalized software and website development     3 years   Trade marks     3-5 years
Developed Technology	Developed Technology   Developed technology primarily relates to the design and development of sports betting software for online sportsbook.
Internally Developed Software	Internally Developed Software   Software that is developed for internal use is accounted for pursuant to ASC 350-40, Intangibles, Goodwill and Other—Internal-Use Software. Qualifying costs incurred to develop internal-use software are capitalized when (i) the preliminary project stage is completed, (ii) management has authorized further funding for the completion of the project and (iii) it is probable that the project will be completed and perform as intended. These capitalized costs include compensation for employees who develop internal-use software and external costs related to development of internal use software. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Internally developed software is amortized using the straight-line method over an estimated useful life. All other expenditures, including those incurred in order to maintain an intangible asset’s current level of performance, are expensed as incurred. When intangible assets are retired or disposed of, the cost and accumulated amortization thereon are removed, and any resulting gain or losses are included in the condensed consolidated statements of operations.
Gaming licenses	Gaming licenses   Certain costs, generally legal and professional fees, are required to attain jurisdictional gaming licenses in order to legally operate our core sports betting business. Gaming licenses, with indefinite useful lives, are tested at least on an annual basis as to the assets that have been impaired. Intangible assets determined to have an indefinite useful life are not amortized. Gaming licenses are assets that are determined to have an indefinite useful life are not amortized and are included in intangible assets in the balance sheet. Annual gaming license fees and legal and professional fees required to maintain the licenses are recorded as period costs in the statement of operations.
Trademarks	Trademarks   Trademarks are carried at cost and are mainly related to branding and promotion, with indefinite useful lives. The Company tests at least on an annual basis whether trademarks with indefinite useful lives are impaired. Intangible assets determined to have an indefinite useful life are not amortized and are included in intangible assets in the balance sheet.   The Company conducts its annual impairment tests at June 30 of each year or whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. 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.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets   Intangible assets include the cost of developed technology, trademarks and trade names and gaming licenses. Intangible assets are amortized utilizing the straight-line method over their remaining economic useful lives. The Company reviews long-lived assets and intangible assets for potential impairment annually and when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In the event the expected undiscounted future cash flows resulting from the use of the asset is less than the carrying amount of the asset, an impairment loss is recorded equal to the excess of the asset’s carrying value over its fair value. If an asset is determined to be impaired, the loss is measured based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. In the event that management decides to no longer allocate resources to an asset, an impairment loss equal to the remaining carrying value of the asset is recorded. The Company 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 three or nine months ended March 31, 2024.
Lease Commitments	Lease Commitments   The Company has no long-term lease commitments. 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 Company 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. Rental expense for the three and nine months ended March 31, 2024 was $26,531 and $71,219, respectively.   ASC Topic 842 provides for certain practical expedients when adopting the guidance. The Company elected to apply the short-term lease exception; therefore, the Company will not record an ROU asset or corresponding lease liability for leases with an initial term of twelve months or less that are not reasonably certain of being renewed and instead will recognize a single lease cost allocated over the lease term, generally on a straight-line basis.
Fair Value of Financial Instruments	Fair Value of Financial Instruments   The Company recognized the fair value of financial instruments in accordance with FASB ASC 820, Fair Value Measurements and Disclosures, “Fair Value Measurements”, which provides a framework for measuring fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:   Level 1 - Quoted prices for identical assets and liabilities in active markets;     Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted market prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.   Level 3 - Unobservable inputs that are supported by little to no market activity.   The Company’s derivative liabilities are carried at fair value and are classified as Level 3 liabilities.   The Company’s financial instruments consist principally of cash, 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 or out of “Level 3” during the nine months ended March 31, 2024, or 2023.   SCHEDULE OF DERIVATIVE LIABILITIES Description   Total fair value at March 31, 2024     Quoted prices in Active markets (level 1)     Significant other observable inputs (level 2)     Significant unobservable inputs (level 3)   Derivative liability (1)   $ 2,085,839     $ -     $ -     $ 2,085,839     Description   Total fair value at June 30, 2023     Quoted prices in Active markets (level 1)     Quoted prices in Active markets (level 2)     Quoted prices in Active markets (level 3)   Derivative liability (1)   $ 6,859,452     $ -     $ -     $            6,859,452     (1) The Company has estimated the fair value of these derivatives using the Monte-Carlo model.   Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could transfer a liability in an orderly transaction between willing and able maker participants. In general, the Company’s policy in estimating fair values is to first look at observable market prices for the identical assets and liabilities in active markets, where available. When these are not available other inputs used to model fair value such as prices of similar instruments, yield curves, volatilities., prepayment speeds, default rates credit spreads, rely first on observable data from active markets. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair value as discussed above.
Derivative Liabilities	Derivative Liabilities   The Company accounts for derivative instruments in accordance with ASC 815, “Derivatives and Hedging” and all derivative instruments are reflected as either assets or liabilities at fair value in the balance sheet. The Company uses estimates of fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, the Company’s policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates, and credit spreads, relying first on observable data from active markets. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. The Company categorizes its fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. As of March 31, 2024, and June 30, 2023, the Company had a derivative liability of $2,085,839 and $6,859,452, respectively.
Players Balances	Players Balances   Players 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 March 31, 2024 and 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. Players balances were $539,368 and $134,946 as of March 31, 2024 and June 30, 2023, respectively.   As per the Tennessee Sports Wagering Council, the Company is required to maintain a reserve in the form of cash, cash equivalents and/or irrevocable letter of credit along with a required $500,000 Surety Bond (see Note 11) of not less than the players liability balance at any given day. During the nine months ended March 31, 2024, the Company became non-compliant with this requirement and quickly resolved the reserve deficiency as required. As of March 31, 2024 and June 30, 2023, the Company had sufficient coverage for these liabilities as per the requirements of the state of Tennessee.
Revenue Recognition	Revenue Recognition   The Company records revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the standard requires more detailed disclosures to enable readers of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.   The Company determines revenue recognition through the following steps:     ● Identify the contract, or contracts, with the customer;   ● Identify the performance obligations in the contract;   ● Determine the transaction price;   ● Allocate the transaction price to performance obligations in the contract; and   ● Recognize revenue when, or as, the Company satisfies performance obligations by transferring the promised good or services.   The Company provides online sportsbook betting services with its technical infrastructure to its direct customers. Sportsbook or sports betting involves a user wagering money on an outcome or series of outcomes occurring. When a user’s wager wins, the Company pays the user a pre-determined amount known as fixed odds. Sportsbook revenue is generated by setting odds such that there is a built-in theoretical margin in each sports wagering opportunity offered to users. Sportsbook revenue is generated from users’ wagers net of payouts made on users’ winning wagers and incentives awarded to users. Each wager placed by a user creates a single performance obligation for the Company. The performance obligation is satisfied once the event wagered on has been completed. Any unsettled wagers are recorded as a players balance liability. Net gaming revenue is the aggregate of gaming wins and losses based on results of each event that customers wager bets on.
Cost of Revenue	Cost of Revenue   Cost of revenue consists primarily of variable costs, principally recurring online platform costs directly associated with revenue-generating activities including payment processing and supporting technology costs, web hosting, regulatory compliance software and Sports Betting privilege taxes.
Revenue Recognition from our former business	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 returned 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 nine months ended March 31, 2024, and 2023, the Company recognized sales of products $0 and $536, respectively.
Cost of Revenues from our former business	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.
Stock -based Compensation	Stock -based Compensation   The Company records stock-based compensation in accordance with ASC 718 “Compensation- Stock Compensation”, using the fair value method. All transactions in which services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.   The Company accounts for Stock-based compensation awards issued to non-employees for services as prescribed by ASC 718, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in Accounting Standards Updated (“ASU”) 2018-07.   The Company uses the Black Scholes pricing model to calculate the fair value of stock-based awards. This model is affected the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards, and actual projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the condensed consolidated statement of operations over the requisite service period.
Sales and Marketing	Sales and Marketing   Sales and marketing expenses consist primarily of expenses associated with advertising and costs related to free to play contests. Advertising costs are expensed as incurred and are included in sales and marketing expense in our condensed consolidated unaudited statements of operations. Advertising costs include those costs associated with communicating with potential customers and generally use some form of media, such as internet, radio, print, television, or billboards. Advertising costs also include costs associated with strategic league and team partnerships. During the three months ended March 31, 2024 and 2023, advertising costs were $266,352 and $35,252, respectively. During the nine months ended March 31, 2024 and 2023, advertising costs were $3,393,601 and $165,527, respectively.
General and Administrative	General and Administrative   General and administrative expenses consist of costs not related to sales and marketing, product and technology or revenue. General and administrative costs include professional services (including legal, regulatory, audit and accounting), rent and facilities maintenance, contingencies and insurance.
Income Taxes	Income Taxes   The Company accounts for income taxes under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Company’s balance sheet in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The Company must assess the likelihood that its deferred tax assets will be recovered from future taxable income, and, to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance. Changes in the Company’s valuation allowance in a period are recorded through the income tax provision on the statements of operations.   ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return.   Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest, and penalties, accounting in interim periods, disclosure, and transition. As a result of the implementation of ASC 740-10, the Company recognized no material adjustment in the liability for unrecognized income tax benefits.
Earnings (loss) per Share	Earnings (loss) per Share   Basic net (loss) earnings per common share is computed by dividing net (loss) income by the weighted average number of vested common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number vested of common shares, plus the net impact of common shares (computed using the treasury stock method), if dilutive, resulting from the exercise of dilutive securities. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of March 31, 2024, the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive.   SCHEDULE OF EARNINGS (LOSS) PER SHARE ANTI-DILUTIVE     For the three and nine months ended March 31, 2024   Stock Options     6,250,000   Series A Preferred Shares     -   Series B Preferred Shares     1,169,300   Series C Preferred Shares     8,333,327   Warrants     11,043,479   Shares issuable upon conversion of convertible notes     2,125,000   Shares issuable upon conversion of line of credit     2,957,926   Total potentially dilutive shares     31,879,032
Recent Accounting Pronouncements	Recent Accounting Pronouncements   All recently issued ASUs by the FASB have no material impact on the Company’s condensed consolidated results of operations or financial position.

v3.24.1.1.u2

OVERVIEW AND ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
SCHEDULE OF CONSOLIDATED FINANCIAL STATEMENT	SCHEDULE OF CONSOLIDATED FINANCIAL STATEMENT      For the three months ended March 31, 2023           For the three months ended March 31, 2023     For the nine months ended March 31, 2023           For the nine months ended March 31, 2023       As Previously Reported     Adjustments     As Restated     As Previously Reported     Adjustments     As Restated   Salaries and wages   $      1,569,599     $ -     $      1,569,599     $         3,621,506     $ 1,030,593     $        4,652,099   General and administrative   $ 453,346     $ 30,267     $ 483,613     $ 1,356,411     $ (141,970 )   $ 1,214,441   Loss on extinguishment of debt   $ (7,624,859 )   $ 7,082,440     $ (542,419 )   $ (7,624,859 )   $ 7,082,440     $ (542,419 ) Total net loss   $ (10,886,866 )   $ 7,052,563     $ (3,834,303 )   $ (14,005,893 )   $ 6,193,351     $ (7,812,542 ) Net loss per common share – basic and diluted   $ (0.30 )   $ 0.20     $ (0.10 )   $ (0.40 )   $ 0.19     $ (0.21 )
SUMMARY OF PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES	SUMMARY OF PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES Equipment   3 to 5 years
SUMMARY OF ESTIMATED LIVES OF INTANGIBLE ASSETS	Estimated useful lives are as follows:   SUMMARY OF ESTIMATED LIVES OF INTANGIBLE ASSETS Developed technology     5 years   Capitalized software and website development     3 years   Trade marks     3-5 years
SCHEDULE OF DERIVATIVE LIABILITIES	SCHEDULE OF DERIVATIVE LIABILITIES Description   Total fair value at March 31, 2024     Quoted prices in Active markets (level 1)     Significant other observable inputs (level 2)     Significant unobservable inputs (level 3)   Derivative liability (1)   $ 2,085,839     $ -     $ -     $ 2,085,839     Description   Total fair value at June 30, 2023     Quoted prices in Active markets (level 1)     Quoted prices in Active markets (level 2)     Quoted prices in Active markets (level 3)   Derivative liability (1)   $ 6,859,452     $ -     $ -     $            6,859,452     (1) The Company has estimated the fair value of these derivatives using the Monte-Carlo model.
SCHEDULE OF EARNINGS (LOSS) PER SHARE ANTI-DILUTIVE	SCHEDULE OF EARNINGS (LOSS) PER SHARE ANTI-DILUTIVE     For the three and nine months ended March 31, 2024   Stock Options     6,250,000   Series A Preferred Shares     -   Series B Preferred Shares     1,169,300   Series C Preferred Shares     8,333,327   Warrants     11,043,479   Shares issuable upon conversion of convertible notes     2,125,000   Shares issuable upon conversion of line of credit     2,957,926   Total potentially dilutive shares     31,879,032

v3.24.1.1.u2

EQUIPMENT (Tables)	9 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
SCHEDULE OF EQUIPMENT, CAPITALIZED SOFTWARE AND WEBSITE	The Company’s equipment consisted of the following as of:   SCHEDULE OF EQUIPMENT, CAPITALIZED SOFTWARE AND WEBSITE     March 31, 2024     June 30, 2023   Equipment   $ 4,980     $ 4,980   Total     4,980       4,980   Less: accumulated depreciation     2,412       1,167   Equipment, net   $ 2,568     $ 3,813

v3.24.1.1.u2

LONG LIVED INTANGIBLE ASSETS (Tables)	9 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF LONG-LIVED AND OTHER INTANGIBLE ASSETS	SCHEDULE OF LONG-LIVED AND OTHER INTANGIBLE ASSETS     March 31, 2024     June 30, 2023   Developed technology   $ 7,879,964     $ 7,521,638   Tradenames and trademarks     560,999       560,999   Gaming licenses     135,837       135,837   Impairment charges     (48,533 )     (48,533 ) Total     8,528,267       8,169,941   Less: accumulated amortization     (1,424,400 )     (102,743 ) Net carrying value   $ 7,103,867     $ 8,067,198

v3.24.1.1.u2

CONVERTIBLE DEBT (Tables)	9 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
SCHEDULE OF SIGNIFICANT ASSUMPTIONS CONVERTIBLE DEBT	The following are the significant assumptions used in the Monte-Carlo model. See Note 8.    SCHEDULE OF SIGNIFICANT ASSUMPTIONS CONVERTIBLE DEBT     Expected volatility     Risk-free interest rate     Expected dividend yield     Expected life (in years)   At September 1, 2023     68.2 %     4.87 %     0 %     2.00

v3.24.1.1.u2

LINE OF CREDIT - RELATED PARTY (Tables)	9 Months Ended
	Mar. 31, 2024
Monte Carlo Pricing Model [Member]
Credit Derivatives [Line Items]
SCHEDULE OF FAIR VALUE OF DERIVATIVES	The following are the significant assumptions used in the Monte-Carlo model.   SCHEDULE OF FAIR VALUE OF DERIVATIVES     Expected volatility     Risk-free interest rate     Expected dividend yield     Expected life (in years)   At February 24, 2023     108.5 %     4.84 %     0 %     1.77
Black Scholes Model [Member]
Credit Derivatives [Line Items]
SCHEDULE OF FAIR VALUE OF DERIVATIVES	The following are the significant assumptions used in the Black-Scholes model:   SCHEDULE OF FAIR VALUE OF DERIVATIVES     Expected volatility     Risk-free interest rate     Expected dividend yield     Expected life (in years)   At February 24, 2023     111.60 %     4.20 %     0 %     2
Black Scholes Model Warrants [Member]
Credit Derivatives [Line Items]
SCHEDULE OF FAIR VALUE OF DERIVATIVES	The following are the significant assumptions used in the Black-Scholes model for the warrants:    SCHEDULE OF FAIR VALUE OF DERIVATIVES     Expected volatility     Risk-free interest rate     Expected dividend yield     Expected life (in years)   At July 18, 2023     83.4 %     4.62 %     0 %     4.8     The following are the significant assumptions used in the Black-Scholes model for the warrants:       Expected volatility     Risk-free interest rate     Expected dividend yield     Expected life (in years)   At September 13, 2023     86.5 %     4.60 %     0 %     4.95   The following are the significant assumptions used in the Black-Scholes model for the warrants:       Expected volatility     Risk-free interest rate     Expected dividend yield     Expected life (in years)   At December 27, 2023     153.5 %     3.83 %     0 %     4.71

v3.24.1.1.u2

DERIVATIVE LIABILITIES (Tables)	9 Months Ended
	Mar. 31, 2024
Derivative Liabilities
SCHEDULE OF FAIR VALUE OF FINANCIAL LIABILITIES	The table below sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities for the nine months ended March 31, 2024:  SCHEDULE OF FAIR VALUE OF FINANCIAL LIABILITIES Balance at June 30, 2023   $ 6,859,452   Embedded conversion option of convertible debt     2,169,364   Derivative liability extinguished upon conversion of debt (Note 7)     (7,288,574 ) Change in the fair value of the embedded conversion option     345,597   Balance at March 31, 2024   $ 2,085,839
SCHEDULE OF FAIR VALUE MEASUREMENT	SCHEDULE OF FAIR VALUE MEASUREMENT     Expected volatility     Risk-free interest rate     Expected dividend yield     Expected life (in years)   At June 30, 2023     108-114 %     4.20-5.18 %     0 %     .5-2   At December 31, 2023     64.20% - 68.90 %     4.42% - 4.60 %     0 %     1.34 – 1.67   At March 31, 2024     63.30% - 64.60 %     4.85% - 4.99 %     0 %     1.09 – 1.42

v3.24.1.1.u2

STOCK OPTIONS (Tables)	9 Months Ended
	Mar. 31, 2024
Retirement Benefits [Abstract]
SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS	Below is a table summarizing the changes in stock options outstanding for the nine months ended March 31, 2024:  SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS     Number of Options     Weighted Average Exercise Price ($)   Outstanding at June 30, 2023     3,250,000     $ 0.50   Granted     -       -   Exercised     -       -   Expired     -       -   Forfeited     125,000       0.50   Outstanding at March 31, 2024     3,125,000     $ 0.50   Exercisable at March 31, 2024     1,385,069     $ 0.50

v3.24.1.1.u2

SCHEDULE OF CONSOLIDATED FINANCIAL STATEMENT (Details) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Salaries and wages	$ 877,314	$ 1,569,599	$ 3,432,844	$ 4,652,099
General and administrative	$ 906,649	483,613	2,278,203	1,214,441
Loss on extinguishment of debt		(542,419)	$ (798,873)	(542,419)
Total net loss		$ (3,834,303)		$ (7,812,542)
Net loss per common share - basic	$ (0.06)	$ (0.10)	$ (0.35)	$ (0.21)
Net loss per common share - diluted	$ (0.06)	$ (0.10)	$ (0.35)	$ (0.21)
Previously Reported [Member]
Salaries and wages		$ 1,569,599		$ 3,621,506
General and administrative		453,346		1,356,411
Loss on extinguishment of debt		(7,624,859)		(7,624,859)
Total net loss		$ (10,886,866)		$ (14,005,893)
Net loss per common share - basic		$ (0.30)		$ (0.40)
Net loss per common share - diluted		$ (0.30)		$ (0.40)
Revision of Prior Period, Reclassification, Adjustment [Member]
Salaries and wages				$ 1,030,593
General and administrative		30,267		(141,970)
Loss on extinguishment of debt		7,082,440		7,082,440
Total net loss		$ 7,052,563		$ 6,193,351
Net loss per common share - basic		$ 0.20		$ 0.19
Net loss per common share - diluted		$ 0.20		$ 0.19

v3.24.1.1.u2

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

v3.24.1.1.u2

SUMMARY OF ESTIMATED LIVES OF INTANGIBLE ASSETS (Details)	Mar. 31, 2024
Developed Technology Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives	5 years
Computer Software, Intangible Asset [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives	3 years
Trademarks [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives	3 years
Trademarks [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives	5 years

v3.24.1.1.u2

SCHEDULE OF DERIVATIVE LIABILITIES (Details) - USD ($)		Mar. 31, 2024	Jun. 30, 2023
Platform Operator, Crypto Asset [Line Items]
Derivative liability	[1]	$ 2,085,839	$ 6,859,452
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative liability	[1]
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative liability	[1]
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative liability	[1]	$ 2,085,839	$ 6,859,452
[1] The Company has estimated the fair value of these derivatives using the Monte-Carlo model.

v3.24.1.1.u2

SCHEDULE OF EARNINGS (LOSS) PER SHARE ANTI-DILUTIVE (Details) - shares	3 Months Ended	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Tota	31,879,032	31,879,032
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Tota	6,250,000	6,250,000
Series A Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Tota
Series B Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Tota	1,169,300	1,169,300
Series C Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Tota	8,333,327	8,333,327
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Tota	11,043,479	11,043,479
Conversion of Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Tota	2,125,000	2,125,000
Conversion of Line of Credit [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Tota	2,957,926	2,957,926

v3.24.1.1.u2

OVERVIEW AND ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)					1 Months Ended	3 Months Ended		9 Months Ended
		Feb. 04, 2024	Oct. 01, 2023	Jan. 01, 2023	May 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Working capital deficit						$ 9,144,043		$ 9,144,043
Accumulated deficit						30,780,272		30,780,272		$ 13,119,081
Net loss from continuing operations						3,814,656	$ 3,834,305	17,661,191	$ 7,803,163
Cash flows from continuing operations								(8,937,228)
Cash, FDIC Insured Amount						230,000		230,000
Cash reserved						479,658		479,658		21,422
Capitalize intangible assets								5,000
Impairment charges									48,533
Lease expiration date		Feb. 01, 2025	Oct. 31, 2024	Sep. 30, 2023
Monthly lease payment				$ 6,500
Rental expense						26,531		71,219
Derivative liability	[1]					2,085,839		2,085,839		6,859,452
Players balances						539,368		539,368		$ 134,946
Reserve in the form of cash					$ 500,000
Advertising costs						$ 266,352	$ 35,252	$ 3,393,601	165,527
Income tax examination likelihood of unfavorable settlement								less than a 50% likelihood of being sustained
E Commerce Sales [Member]
Revenues from sales								$ 0	$ 536
Minimum [Member]
Monthly lease payment		$ 1,600	$ 6,500
[1] The Company has estimated the fair value of these derivatives using the Monte-Carlo model.

v3.24.1.1.u2

SCHEDULE OF EQUIPMENT, CAPITALIZED SOFTWARE AND WEBSITE (Details) - USD ($)	Mar. 31, 2024	Jun. 30, 2023
Property, Plant and Equipment [Line Items]
Total	$ 4,980	$ 4,980
Less: accumulated depreciation	2,412	1,167
Equipment, net	2,568	3,813
Equipment [Member]
Property, Plant and Equipment [Line Items]
Total	$ 4,980	$ 4,980

v3.24.1.1.u2

EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 415	$ 810	$ 1,245	$ 1,325

v3.24.1.1.u2

SCHEDULE OF LONG-LIVED AND OTHER INTANGIBLE ASSETS (Details) - USD ($)	Mar. 31, 2024	Jun. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Total	$ 8,528,267	$ 8,169,941
Impairment charges	(48,533)	(48,533)
Less: accumulated amortization	(1,424,400)	(102,743)
Net carrying value	7,103,867	8,067,198
Developed Technology Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Total	7,879,964	7,521,638
Trademarks and Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Total	560,999	560,999
License [Member]
Finite-Lived Intangible Assets [Line Items]
Total	$ 135,837	$ 135,837

v3.24.1.1.u2

LONG LIVED INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Intangible assets fully impaired				$ 48,533
Developed Technology Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets fully impaired			26,637
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets fully impaired			21,896
Amortization expense	$ 81,829	$ 0	80,865	0
License [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment	0	0	0	0
Intellectual Property [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 425,534	$ 0	$ 1,241,814	$ 0

v3.24.1.1.u2

PLAYERS BALANCES (Details Narrative) - USD ($)	Mar. 31, 2024	Jun. 30, 2023
Players balances	$ 539,368	$ 134,946

v3.24.1.1.u2

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

v3.24.1.1.u2

CONVERTIBLE DEBT (Details Narrative) - USD ($)	Sep. 01, 2023	Mar. 31, 2024	Aug. 28, 2023	Aug. 23, 2023	Jun. 30, 2023	May 05, 2023
Short-Term Debt [Line Items]
Principal amount		$ 4,810,000				$ 1,600,000
Common stock, par value		$ 0.0001			$ 0.0001
Conversion price		$ 0.50
Convertible Note Purchase Agreement [Member]
Short-Term Debt [Line Items]
Principal amount	$ 150,000		$ 500,000	$ 200,000
Convertible debt offering	$ 2,000,000
Interest rate percentage	12.00%
Common stock, par value	$ 0.0001
Conversion ratio percentage	80.00%
Conversion price	$ 1.00

v3.24.1.1.u2

NOTES PAYABLE AND NOTES PAYABLE - RELATED PARTY (Details Narrative) - USD ($)							3 Months Ended		9 Months Ended
	Apr. 01, 2024	Feb. 27, 2024	May 24, 2023	May 05, 2023	Feb. 27, 2023	Dec. 30, 2020	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Sep. 14, 2023	Jun. 30, 2023	Feb. 19, 2023	Jul. 25, 2022	Apr. 27, 2020
Short-Term Debt [Line Items]
Principal amount				$ 1,600,000			$ 4,810,000		$ 4,810,000
Interest expense							801,628		2,757,460
Purchase price value										$ 300,000
Interest expense							$ 28,014	$ 0	$ 71,680	0
Maturity date				Nov. 04, 2023
Funding fee				$ 160,000
Purchase of warrants				1,600,000			4,000,000		4,000,000
Warrant exercise price				$ 0.25			$ 0.25		$ 0.25
Fair value adjustment of warrants				$ 485,017
Short Term Note Payable [Member]
Short-Term Debt [Line Items]
Total premiums, taxes and fees financed			$ 434,250
Interest rate, stated percentage			8.88%
Debt instrument, initial payment			$ 72,994
Debt instrument, periodic payment									$ 37,744
Notes payable current							$ 0		0
Related Party [Member]
Short-Term Debt [Line Items]
Notes payable - related party							30,000		30,000			$ 1,306,655
Excel Family Partners LLLP [Member]
Short-Term Debt [Line Items]
Notes payable - related party											$ 1,600,000
Funding fee											$ 160,000
Promissory Note [Member]
Short-Term Debt [Line Items]
Interest rate per annum					5.00%
Accrued interest payable							9,746		9,746			7,496
Interest expense							750	$ 750	2,250	$ 2,250
Purchase price value					$ 300,000
Promissory Note [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Payment of debt					850,000.00
Promissory Note [Member] | Related Party [Member]
Short-Term Debt [Line Items]
Notes payable - related party							30,000		30,000			$ 30,000
Promissory Note [Member] | Chief Financial Officer [Member]
Short-Term Debt [Line Items]
Principal amount															$ 35,000
Interest rate per annum						10.00%									10.00%
Accrued interest payable														$ 7,853
Proceeds from notes payable, related party						$ 30,000
Promissory Note [Member] | Chief Executive Officer [Member]
Short-Term Debt [Line Items]
Principal amount					$ 1,700,000
Accrued interest payable							100,190		100,190
Notes payable - related party							654,337		654,337
Short term debt outstanding							$ 1,275,000		$ 1,275,000
Promissory Note [Member] | John Linss [Member]
Short-Term Debt [Line Items]
Principal amount													$ 1,700,000
Repayments of debt		$ 425,000
Promissory Note [Member] | John Linss [Member] | Subsequent Event [Member]
Short-Term Debt [Line Items]
Repayments of debt	$ 59,665

v3.24.1.1.u2

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

v3.24.1.1.u2

LINE OF CREDIT - RELATED PARTY (Details Narrative) - USD ($)										3 Months Ended	9 Months Ended
	Dec. 29, 2023	Dec. 28, 2023	Dec. 27, 2023	Sep. 14, 2023	Sep. 13, 2023	Jul. 18, 2023	May 05, 2023	Feb. 24, 2023	Feb. 22, 2022	Mar. 31, 2024	Mar. 31, 2024	Sep. 15, 2023	Aug. 17, 2023	Jul. 24, 2023	Aug. 16, 2022
Maximum borrowing capacity								$ 4,000,000	$ 250,000						$ 2,000,000
Interest rate during period						15.00%		15.00%	5.00%
Conversion price										$ 0.50	$ 0.50
Warrants exercisable							1,600,000			4,000,000	4,000,000
Exercise price							$ 0.25			$ 0.25	$ 0.25
Warrant maturity date										Feb. 01, 2028	Feb. 01, 2028
Debt issuance costs										$ 7,624,859	$ 7,624,859
Unamortized debt										2,131,801	2,131,801
Principal balance of loans							$ 1,600,000			4,810,000	4,810,000
Shares converted, shares		25,916,632
Convertible amount		$ 10,366,653
Interest expense										$ 801,628	$ 2,757,460
Debt Assignee [Member]
Convertible amount			$ 1,540,000
Convertible shares			3,850,000
Warrant [Member]
Exercise price	$ 0.25			$ 0.25		$ 0.25
Issuance of stock	2,460,000			3,400,000		1,000,000
Third Amendment [Member]
Maximum borrowing capacity						$ 5,000,000
Debt issuance costs						$ 5,785,727
Share price						$ 0.50
Unamortized debt						$ 5,393,193
Former Note [Member]
Maximum borrowing capacity				$ 10,000,000		$ 5,000,000		$ 4,000,000
Conversion price		$ 0.40	$ 0.40
Share price		$ 0.50	$ 0.50
Principal balance of loans			$ 1,540,000
Extinguishment of debt		$ 10,366,653	$ 10,366,653
Conversion percentage		80.00%	80.00%
Shares converted, shares			25,916,632
Former Note [Member] | Excel Family Partners LLLP [Member]
Shares converted, shares			22,066,632
Convertible amount			$ 8,826,653
Fourth Amendment [Member]
Maximum borrowing capacity				10,000,000
Debt issuance costs				$ 6,668,666
Share price				$ 0.50
Unamortized debt				$ 5,308,162
Outstanding principal balance				6,888,801								$ 250,000
Outstanding amount														$ 4,251,877
Current borrowing capacity				$ 1,760,000									$ 500,000
Unpaid interest					$ 376,924
Principal payment							$ 1,600,000
Fifth Amendment [Member]
Maximum borrowing capacity	$ 2,000,000
Warrants exercisable	2,460,000
Share price	$ 0.50

v3.24.1.1.u2

SCHEDULE OF FAIR VALUE OF FINANCIAL LIABILITIES (Details) - USD ($)			9 Months Ended
		Dec. 28, 2023	Mar. 31, 2024
Platform Operator, Crypto Asset [Line Items]
Beginning balance	[1]		$ 6,859,452
Derivative liability extinguished upon conversion of debt		$ (7,288,574)
Ending balance	[1]		2,085,839
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto Asset [Line Items]
Beginning balance	[1]		6,859,452
Initial valuation of embedded conversion option			2,169,364
Derivative liability extinguished upon conversion of debt			(7,288,574)
Change in the fair value of the embedded conversion option			345,597
Ending balance	[1]		$ 2,085,839
[1] The Company has estimated the fair value of these derivatives using the Monte-Carlo model.

v3.24.1.1.u2

SCHEDULE OF FAIR VALUE MEASUREMENT (Details)	6 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2023	Mar. 31, 2024	Jun. 30, 2023
Expected volatility minimum	64.20%	63.30%	108.00%
Expected volatility maximum	68.90%	64.60%	114.00%
Risk free interest rate minimum	4.42%	4.85%	4.20%
Risk free interest rate maximum	4.60%	4.99%	5.18%
Expected dividend yield	0.00%	0.00%	0.00%
Minimum [Member]
Expected life	1 year 4 months 2 days	1 year 1 month 2 days	6 months
Maximum [Member]
Expected life	1 year 8 months 1 day	1 year 5 months 1 day	2 years

v3.24.1.1.u2

DERIVATIVE LIABILITIES (Details Narrative) - USD ($)		3 Months Ended	9 Months Ended
	Dec. 28, 2023	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Derivative Liabilities
Number of conversion shares, amount	$ 10,366,653
Derivative liabilities	7,288,574
Line of credit	$ 5,495,785
Loss on extinguishment		$ 542,419	$ 798,873	$ 542,419

v3.24.1.1.u2

STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($)						1 Months Ended	3 Months Ended			9 Months Ended
	Jan. 08, 2024	Dec. 28, 2023	Aug. 26, 2022	Aug. 16, 2022	Jul. 11, 2022	Sep. 26, 2022	Mar. 31, 2024	Mar. 31, 2023	Sep. 30, 2022	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Class of Stock [Line Items]
Common stock, shares authorized							475,000,000			475,000,000		475,000,000
Common stock, par value							$ 0.0001			$ 0.0001		$ 0.0001
Preferred stock, shares authorized							25,000,000			25,000,000		25,000,000
Preferred stock, par value							$ 0.0001			$ 0.0001		$ 0.0001
Stock issued for cash, value							$ 300,000	$ 1,112,500	$ 1,430,000
Share price		$ 0.50
Number of conversion shares issued		25,916,632
Number of conversion shares, amount		$ 10,366,653
Number of shares issued		12,958,316
Loss on conversion of debt		$ 2,591,663
Private Placement [Member]
Class of Stock [Line Items]
Stock issued for cash, value						$ 680,000
Stock issued for cash, shares						680,000
Share price						$ 1.00
Prooceds from private placement						$ 250,000
Private Placement One [Member]
Class of Stock [Line Items]
Prooceds from private placement						80,000
Private Placement Two [Member]
Class of Stock [Line Items]
Prooceds from private placement						100,000
Private Placement Three [Member]
Class of Stock [Line Items]
Prooceds from private placement						$ 250,000
Zensports LLC [Member]
Class of Stock [Line Items]
Stock issued for acquisitions, shares			6,500,000
Ultimate Gamer LLC [Member]
Class of Stock [Line Items]
Stock issued for acquisitions, shares			1,500,000
Excel Family Partners LLLP [Member]
Class of Stock [Line Items]
Stock issued for cash, shares					1,000,000
Zen SRQ LLC [Member]
Class of Stock [Line Items]
Stock issued for cash, shares					833,332
Core Speed LLC [Member]
Class of Stock [Line Items]
Stock issued for cash, shares					333,333
11 Third Party Investors [Member] | Private Placement [Member]
Class of Stock [Line Items]
Proceeds from sale of equity			$ 750,000
Number of shares sold			750,000
Price per share			$ 1.00
Nonrelated Party [Member]
Class of Stock [Line Items]
Number of shares sold	400,000
Cash proceeds	$ 300,000
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized							2,000,000			2,000,000
Preferred stock liquidation preference							$ 0.10			$ 0.10
Preferred stock voting rights										100
Conversion of shares							100			100
Conversion of common stock										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.
Stock issued for cash, value										$ 0	$ 0
Number of shares outstanding							0			0		0
Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized							12,000			12,000
Preferred stock liquidation preference							$ 1.00			$ 1.00
Conversion of shares							100			100
Proceeds from sale of equity										$ 6,000,000
Stock issued for cash, value										$ 0	$ 0
Number of shares outstanding							11,693			11,693		11,693
Series C Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized							6,700,000			6,700,000
Preferred stock liquidation preference							$ 0.30			$ 0.30
Proceeds from sale of equity										$ 6,000,000
Liquidation percenatge										6.00%
Number of shares outstanding							2,499,998			2,499,998		2,499,998
Stock issued for compensation, shares				2,980,000
Share price				$ 0.30
Series C Convertible Preferred Stock [Member] | Related Party [Member]
Class of Stock [Line Items]
Number of shares sold					2,166,666
Price per share					$ 0.30
Sale of stock, value					$ 650,000
Series C Convertible Preferred Stock [Member] | Zen SRQ LLC [Member]
Class of Stock [Line Items]
Number of shares sold					833,332
Price per share					$ 0.30
Series C Convertible Preferred Stock [Member] | Core Speed LLC [Member]
Class of Stock [Line Items]
Number of shares sold					333,333
Price per share					$ 0.30
Sale of stock, value					$ 100,000
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized							2,000,000			2,000,000		2,000,000
Conversion of shares							100			100
Number of shares outstanding							0			0		0

v3.24.1.1.u2

SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS (Details)	9 Months Ended
	Mar. 31, 2024 $ / shares shares
Retirement Benefits [Abstract]
Number of options outstanding, beginning balance | shares	3,250,000
Weighted average exercise price ouutstanding, beginning balance | $ / shares	$ 0.50
Number of options, graned | shares
Weighted average exercise price, graned | $ / shares
Number of options, exercised | shares
Weighted average exercise price, exercised | $ / shares
Number of options, expired | shares
Weighted average exercise price, expired | $ / shares
Number of options, forfeited | shares	125,000
Weighted average exercise price, forfeited | $ / shares	$ 0.50
Number of options outstanding, ending balance | shares	3,125,000
Weighted average exercise price ouutstanding, ending balance | $ / shares	$ 0.50
Number of options, exercisable | shares	1,385,069
Weighted average exercise price, exercisable | $ / shares	$ 0.50

v3.24.1.1.u2

STOCK OPTIONS (Details Narrative) - $ / shares			9 Months Ended
	Sep. 15, 2023	Apr. 10, 2023	Mar. 31, 2024	Dec. 28, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price				$ 0.50
Number of options, forfeited			125,000
2023 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock issued for cash, shares		3,250,000
Exercise price		$ 0.50
Number of shares authorized but unissued		5,960,000
Awards vest percentage		10.00%
Number of options, forfeited	125,000
Shares available for future issuance			2,835,000

v3.24.1.1.u2

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)				1 Months Ended
	Mar. 01, 2024	Feb. 23, 2024	Nov. 01, 2023	May 31, 2023	Aug. 31, 2022
Accrual for remaining balance of contract					$ 262,834
Issuance of surety bond				$ 500,000
Annual premium cost				$ 12,500
Damages amount		$ 6,500,000
Mark Thomas [Member] | Consulting Agreement [Member]
Annual base salary			$ 200
James Mackey [Member]
Annual base salary	$ 275,000

v3.24.1.1.u2

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)													3 Months Ended
	Feb. 27, 2024	Feb. 19, 2024	Feb. 04, 2024	Dec. 28, 2023	Oct. 01, 2023	May 05, 2023	Jan. 10, 2023	Jan. 01, 2023	Sep. 12, 2022	Aug. 16, 2022	Jul. 26, 2022	Jul. 11, 2022	Sep. 30, 2022	Mar. 31, 2024	Dec. 29, 2023	Sep. 14, 2023	Jul. 18, 2023	Feb. 27, 2023	Feb. 24, 2023	Feb. 22, 2022	Dec. 30, 2020	Apr. 27, 2020
Related Party Transaction [Line Items]
Value of shares retierd													$ 22,000
Principal amount						$ 1,600,000								$ 4,810,000
Increase in non-revolving line of credit				$ 5,495,785
Warrants exercisable						1,600,000								4,000,000
Maturity date						Nov. 04, 2023
Funding fee						$ 160,000
Warrant exercise price						$ 0.25								$ 0.25
Conversion price														$ 0.50
Maximum borrowing capacity										$ 2,000,000									$ 4,000,000	$ 250,000
Lease expiration date			Feb. 01, 2025		Oct. 31, 2024			Sep. 30, 2023
Monthly lease payment								$ 6,500
Fourth Amended [Member]
Related Party Transaction [Line Items]
Extinguishment of debt				$ 10,366,653
Conversion price				$ 0.40
Share price				$ 0.50
Conversion percentage				80.00%
Fifth Amendment [Member]
Related Party Transaction [Line Items]
Warrants exercisable															2,460,000
Share price															$ 0.50
Maximum borrowing capacity															$ 2,000,000
Promissory Note [Member]
Related Party Transaction [Line Items]
Interest rate per annum																		5.00%
Chief Financial Officer [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Interest rate per annum																					10.00%	10.00%
Principal amount																						$ 35,000
Chief Executive Officer [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Principal amount																		$ 1,700,000
John Linss [Member] | First Amendment [Member]
Related Party Transaction [Line Items]
Principal amount		$ 1,700,000
Notes payments		$ 59,665
Notes payment term		24 months
John Linss [Member] | Chief Executive Officer [Member] | First Amendment [Member]
Related Party Transaction [Line Items]
Notes payments	$ 425,000
Core Speed LLC [Member] | Series C Convertible Preferred Stock [Member]
Related Party Transaction [Line Items]
Sale of stock												333,333
Sale of price per share												$ 0.30
Sale of stock, value												$ 100,000
Zixiao Chen [Member]
Related Party Transaction [Line Items]
Payment of related party debt											$ 20,000
Settlement liabilities											77,000
Acccrued expenses											17,837
Gain on assignment of assets											2,163
Value of shares retierd											22,000
Zixiao Chen [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Payment of related party debt											35,000
Promissory notes issued																						$ 35,000
Interest rate per annum																						10.00%
Zixiao Chen [Member] | Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Payment of related party debt											$ 20,000
Zixiao Chen [Member] | Series A Convertible Preferred Stock [Member]
Related Party Transaction [Line Items]
Shares retierd											2,000,000
Bruce Cassidy [Member]
Related Party Transaction [Line Items]
Principal amount																			$ 4,000,000
Increase in non-revolving line of credit										$ 2,000,000
Warrants exercisable																			4,000,000
Bruce Cassidy [Member] | Series C Convertible Preferred Stock [Member]
Related Party Transaction [Line Items]
Sale of stock												1,000,000
Sale of price per share												$ 0.30
Sale of stock, value												$ 300,000
Excel Family Partners LLLP [Member]
Related Party Transaction [Line Items]
Funding fee																$ 160,000
Excel Family Partners LLLP [Member] | Third Amended [Member]
Related Party Transaction [Line Items]
Principal amount																	$ 5,000,000
Warrants exercisable																	1,000,000
Excel Family Partners LLLP [Member] | Fourth Amended [Member]
Related Party Transaction [Line Items]
Principal amount																$ 10,000,000
Warrants exercisable																3,400,000
Ultimate Gamer LLC [Member]
Related Party Transaction [Line Items]
Number of shares issued									1,500,000
Zen SRQ LLC [Member] | Former Member Of Board Of Directors [Member]
Related Party Transaction [Line Items]
Ownership percentage by noncontrolling interest												25.00%
Zen SRQ LLC [Member] | Series C Convertible Preferred Stock [Member]
Related Party Transaction [Line Items]
Sale of stock												833,332
Sale of price per share												$ 0.30
Proceeds from issuance of preferred stock												$ 250,000
Employment Agreement [Member] | John Linss [Member]
Related Party Transaction [Line Items]
Terms of award										3 years
Annual base salary										$ 500,000
Bonuses and stock options										$ 112,000
Employment Agreement [Member] | Mark Thomas [Member]
Related Party Transaction [Line Items]
Annual base salary							$ 380,000
Stock Redemption and Purchase Agreement [Member] | Core Speed LLC [Member]
Related Party Transaction [Line Items]
Payments to acquire equity securities							$ 2,000,000

v3.24.1.1.u2

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($)	May 15, 2024	Apr. 24, 2024	Apr. 10, 2024
Subsequent Event [Line Items]
Principal balance of loans	$ 5,685,000
Fifth Amended [Member]
Subsequent Event [Line Items]
Current borrowing capacity		$ 475,000	$ 400,000

---