VIP Play Launches New App, Eyes West Virginia Expansion

TL;DR

**VIPZ is a high-risk bet on a small player trying to innovate in a crowded, capital-intensive online sports betting market; proceed with extreme caution.**

AI Summary

VIP Play, Inc. (VIPZ) is a next-generation mobile sports wagering company that began operations in June 2023. The company operates a proprietary, cloud-native technology platform, currently licensed in Tennessee for mobile sports betting and holding an interim iGaming and mobile sports betting license in West Virginia. On May 7, 2025, VIP Play launched its new VIP Play brand application in Tennessee, sunsetting the ZenSports brand on April 28, 2025. The company entered a multi-year agreement with Kambi Group on November 7, 2024, to power its sportsbook growth. As of December 31, 2024, the aggregate market value of common stock held by non-affiliates was approximately $1,911,020. The company had 73,457,857 shares of common stock issued and outstanding as of September 29, 2025, and employed 18 individuals as of June 30, 2025. VIP Play is focused on AI-driven personalization and risk management, with plans for expansion into additional U.S. jurisdictions beyond Tennessee and West Virginia.

Why It Matters

VIP Play's strategic shift to its new brand and partnership with Kambi Group could significantly impact its competitive standing against larger, more established online sports betting operators. For investors, this signals a focused effort to capture market share in the rapidly expanding U.S. online betting market, currently legalized in 38 states. Employees and customers will experience a new platform and potentially enhanced features, while the broader market watches to see if VIP Play's AI-driven approach can disrupt the costly user acquisition models prevalent in the industry. The success of this strategy will determine if VIPZ can carve out a profitable niche in a highly competitive landscape.

Risk Assessment

Risk Level: high — The company explicitly states, 'Investing in our common stock involves a high degree of risk.' This is further evidenced by its nascent operations, having only begun in June 2023, and its limited licensing to just Tennessee and an interim license in West Virginia. The aggregate market value of non-affiliate common stock was only $1,911,020 as of December 31, 2024, indicating a small, potentially volatile market capitalization.

Analyst Insight

Investors should approach VIPZ with extreme caution, recognizing its early stage and significant competitive hurdles. Monitor the company's user acquisition costs and profitability metrics in Tennessee, as well as progress in West Virginia, before considering any investment.

Financial Highlights

debt To Equity

N/A

revenue

$N/A

operating Margin

N/A%

total Assets

$N/A

total Debt

$N/A

net Income

$N/A

eps

$N/A

gross Margin

N/A%

cash Position

$N/A

revenue Growth

+N/A%

Key Numbers

• $1.91M — Aggregate market value of non-affiliate common stock (as of December 31, 2024, indicating a small market capitalization)
• 73.46M — Shares of common stock issued and outstanding (as of September 29, 2025)
• 18 — Total employees (as of June 30, 2025, reflecting a lean operational structure)
• June 2023 — Start of operations (highlights the company's early stage)
• May 7, 2025 — Regulatory approval for new VIP Play brand in Tennessee (marks a significant brand transition)
• November 7, 2024 — Date of Kambi Group agreement (strategic partnership for sportsbook technology)

Key Players & Entities

• VIP Play, Inc. (company) — registrant
• VIPZ (company) — ticker symbol
• Kambi Group (company) — sportsbook technology provider
• Tennessee (regulator) — licensed operational state
• West Virginia (regulator) — interim licensed state
• Les Ottolenghi (person) — Chief Executive Officer and Chief Operating Decision Maker
• ZenSports (company) — previous brand sunsetted by VIP Play
• Apple App Store (company) — mobile app distribution platform
• Google Play Store (company) — mobile app distribution platform

FAQ

Risk Factors

• Evolving Sports Betting Regulations [high — regulatory]: The company operates in a rapidly evolving regulatory landscape for sports betting. Changes in federal, state, or local laws and regulations could negatively impact the company's ability to obtain or maintain licenses, increase compliance costs, or restrict operations. For example, the company currently holds licenses in Tennessee and an interim license in West Virginia, but expansion into new jurisdictions requires navigating diverse and potentially stringent approval processes.
• Intense Competition [high — market]: The sports wagering market is highly competitive, with established players and new entrants vying for market share. VIP Play faces competition from companies with significant brand recognition, larger marketing budgets, and existing customer bases. The company's success depends on its ability to differentiate its proprietary technology and AI-driven personalization in a crowded market.
• Dependence on Technology Platform [high — operational]: VIP Play's operations are heavily reliant on its proprietary, cloud-native technology platform. Any disruptions, failures, or security breaches of this platform could lead to significant financial losses, reputational damage, and regulatory penalties. The company's agreement with Kambi Group for sportsbook growth highlights the importance of robust and scalable technology infrastructure.
• Limited Operating History and Profitability [medium — financial]: Having commenced operations in June 2023, VIP Play has a limited operating history and has not yet demonstrated sustained profitability. The company's aggregate market value of common stock held by non-affiliates was approximately $1.91 million as of December 31, 2024, indicating a small market capitalization and potential funding challenges. Significant investment is required for expansion and technology development.
• Reliance on Key Partnerships [medium — operational]: The company's growth strategy is dependent on strategic partnerships, such as the multi-year agreement with Kambi Group for sportsbook technology. Any failure to maintain or effectively leverage these partnerships could impede the company's ability to scale operations and achieve its growth objectives. The Kambi agreement, effective November 7, 2024, is crucial for powering sportsbook growth.
• Compliance with Gaming Regulations [high — regulatory]: Operating in the gaming industry requires strict adherence to various compliance requirements, including anti-money laundering (AML) and know-your-customer (KYC) regulations. Failure to comply could result in substantial fines, license revocation, and reputational damage. The company's licenses in Tennessee and West Virginia necessitate ongoing compliance efforts.
• Customer Acquisition Costs [medium — market]: Acquiring new customers in the competitive online sports wagering market can be expensive. High customer acquisition costs could strain the company's financial resources and impact profitability, especially given its early stage of operations and relatively small market capitalization.
• Dependence on Future Funding [medium — financial]: As a company with a limited operating history and likely significant investment needs for expansion and technology, VIP Play may be dependent on future capital raises. The ability to secure additional funding on favorable terms is critical for its continued growth and operations.

Industry Context

The mobile sports wagering industry is characterized by rapid growth, intense competition, and a dynamic regulatory environment. Companies are increasingly leveraging technology, including AI, for personalization and risk management. Expansion into new U.S. jurisdictions is a key strategy, but each state presents unique licensing and operational challenges. Partnerships with established technology providers, like Kambi Group, are common for scaling operations efficiently.

Regulatory Implications

VIP Play operates in a highly regulated sector. Obtaining and maintaining licenses in jurisdictions like Tennessee and West Virginia requires strict adherence to evolving laws and compliance standards. Expansion into new states will necessitate navigating diverse regulatory frameworks, which could impact the pace and cost of growth.

What Investors Should Do

1. Monitor regulatory developments in key states (TN, WV) and potential new markets.
2. Assess the impact of the Kambi Group partnership on platform performance and scalability.
3. Evaluate customer acquisition costs and retention strategies.
4. Track progress on AI-driven personalization and risk management features.
5. Observe future funding rounds and cash burn rate.

Key Dates

• 2023-06-01: Commencement of Operations — Marks the official start of VIP Play's business activities in the mobile sports wagering market.
• 2024-11-07: Kambi Group Agreement — A strategic partnership to power the company's sportsbook growth, indicating a reliance on external technology for core operations.
• 2025-04-28: Sunsetting of ZenSports Brand — Transition away from a previous brand to focus on the new VIP Play brand, signaling a strategic shift.
• 2025-05-07: Launch of VIP Play Brand Application in Tennessee — The official launch of the new brand and application in a key operating jurisdiction, marking a significant milestone in brand evolution.

Glossary

Cloud-native technology platform

Software designed and built to run in a cloud computing environment, offering scalability, flexibility, and resilience. (VIP Play's core technology is built on this, enabling its operations and potential for rapid expansion.)

Aggregate market value of common stock held by non-affiliates

The total market value of shares owned by public investors, excluding those held by company insiders or major shareholders. (Indicates the company's public market capitalization, which was approximately $1.91 million as of December 31, 2024, suggesting a small-cap company.)

iGaming

Internet gaming, typically referring to online casino-style games such as slots, poker, and table games. (VIP Play holds a license for iGaming in West Virginia, indicating a broader scope of online gambling operations beyond just sports betting.)

Proprietary technology platform

Technology that is owned and controlled by a specific company, providing a competitive advantage or unique capabilities. (VIP Play's platform is central to its business model, focusing on AI-driven personalization and risk management.)

Interim license

A temporary license granted by a regulatory body, often allowing operations while a full review or permanent license is pending. (VIP Play holds an interim license in West Virginia, indicating ongoing regulatory processes for full market access.)

Year-Over-Year Comparison

As VIP Play, Inc. commenced operations in June 2023, a direct year-over-year comparison of financial metrics like revenue, net income, and margins is not applicable for this initial 10-K filing. The filing primarily establishes the company's current operational status, market position, and forward-looking risks. Key developments highlighted include the transition to the VIP Play brand and the strategic partnership with Kambi Group, indicating significant operational and strategic shifts rather than financial performance changes from a prior period.

Key Financial Figures

• $0.001 — hange Act: Common Stock, par value of $0.001 (Title of each class) Indicate by c
• $18,881,931 — 025 and 2024, we incurred a net loss of $18,881,931 and $30,385,693, respectively. We do no
• $30,385,693 — incurred a net loss of $18,881,931 and $30,385,693, respectively. We do not have a history

Filing Documents

• form10-k.htm (10-K) — 1474KB
• ex31-1.htm (EX-31.1) — 17KB
• ex31-2.htm (EX-31.2) — 17KB
• ex32-1.htm (EX-32.1) — 7KB
• ex32-2.htm (EX-32.2) — 7KB
• form10-k_001.jpg (GRAPHIC) — 13KB
• 0001493152-25-016043.txt ( ) — 7957KB
• vipz-20250630.xsd (EX-101.SCH) — 52KB
• vipz-20250630_cal.xml (EX-101.CAL) — 67KB
• vipz-20250630_def.xml (EX-101.DEF) — 299KB
• vipz-20250630_lab.xml (EX-101.LAB) — 496KB
• vipz-20250630_pre.xml (EX-101.PRE) — 452KB
• form10-k_htm.xml (XML) — 1114KB

Risk Factors

Item 1A. Risk Factors 6

Unresolved Staff comments

Item 1B. Unresolved Staff comments 19

Cybersecurity

Item 1C. Cybersecurity 19

Properties

Item 2. Properties 19

Legal Proceedings

Item 3. Legal Proceedings 19

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 19 PART II 20

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

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities 20

Selected Financial Data

Item 6. Selected Financial Data 20

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 21

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 25

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 25

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 25

Controls and Procedures

Item 9A. Controls and Procedures 26 PART III 28

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 28

Executive Compensation

Item 11. Executive Compensation 30

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 33

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 34

Principal Accounting Fees and Services

Item 14. Principal Accounting Fees and Services 35 PART IV 36

Exhibit and Financial Statement Schedules

Item 15. Exhibit and Financial Statement Schedules 36

SIGNATURES

SIGNATURES 37 ii CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS Certain 27A of the Securities Act of 1933, as amended (the "Securities Act"), Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements concerning plans, objectives, goals, projections, strategies, future events, or performance, and underlying assumptions and other statements, which are not statements of historical facts. In some cases, you can identify forward-looking "anticipate," "believe," "estimate," "predict," "potential," or "continue," or other comparable terminology. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Forward-looking statements represent management's beliefs and assumptions only as of the date of this Annual Report. You should read this Annual Report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update these forward-lo

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