SEC Form 3
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*
ZenSports, Inc.

(Last) (First) (Middle)
78 SW 7TH STREET
SUITE 800

(Street)
MIAMI FL 33130

(City) (State) (Zip)
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)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
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)
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*
ZenSports, Inc.

(Last) (First) (Middle)
78 SW 7TH STREET
SUITE 800

(Street)
MIAMI FL 33130

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Thomas Mark Anthony

(Last) (First) (Middle)
78 SW 7TH STREET, SUITE 800

(Street)
MIAMI FL 33130

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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).
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