| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/26/2022 | 3. Issuer Name and Ticker or Trading Symbol KeyStar Corp. [ KEYR ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, par value $0.0001 per share | 6,500,000(1) | D(2) | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. ZenSports, Inc. ("ZenSports") acquired 6,500,000 shares of KeyStar Corp. (the "Issuer") common stock in exchange for certain assets of ZenSports, pursuant to a certain asset purchase agreement, dated as of August 26, 2022 (the "Purchase Agreement"), by and among the Issuer, ZenSports and the other parties thereto. Of the 6,500,000 shares issued to ZenSports, 650,000 shares are subject to forfeiture during the one-year period following the merger to satisfy claims arising as a result of ZenSport's breach of any of its representations and warranties or covenants in the Purchase Agreement. |
| 2. Mr. Thomas is the Chief Executive Officer and majority owner of the outstanding shares of ZenSports and is therefore deemed to have beneficial ownership of the shares of the Issuer's common stock owned by ZenSports. Mr. Thomas disclaims beneficial ownership of any shares of the Issuer's common stock owned of record by ZenSports, except to the extent of any pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| /s/ Mark Anthony Thomas, CEO of ZenSports, Inc. | 09/06/2022 | |
| /s/ Mark Anthony Thomas | 09/06/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
