Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 31, 2023

KeyStar Corp.

(Exact name of registrant as specified in its charter)

Nevada

000-56290

85-0738656

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

78 SW 7^th Street, Suite 500, Miami, Florida		33130
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (866) 783-9435

9620 Las Vegas Blvd. S STE E4-98, Las Vegas, NV 89123

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Certain Officer:

Effective October 31, 2023, Mr. Mark Thomas (“Thomas”) resigned as KeyStar Corp’s., a Nevada corporation (the “Company”) Chief Executive Officer, Principal Executive Officer, President, Chief Technology Officer, interim Chief Financial Officer and interim Treasurer. There was no specific separation agreement. However, the Company did enter into a Consulting Agreement with Thomas, effective November 1, 2023 (the “Consulting Agreement”).

In connection with the Consulting Agreement, Thomas will provide the professional services as the Company may reasonably request, including but not limited to transferring knowledge regarding the Company’s business operations as operated prior to Thomas’ resignation from the Company, and involvement in the functions and roles Thomas provided to the Company. Thomas may also be asked to help facilitate undertaking activities with new employees consistent with Thomas’ prior experience to further help in the transition of knowledge regarding the prior operation of the business of the Company. Thomas may provide the services by phone or video conference. Thomas may not assign, transfer, delegate or subcontract his rights or obligations under the Consulting Agreement without the prior written consent of the Company. As part of the Consulting Agreement, Thomas will receive bi-monthly compensation at a rate of $200 per hour payable on the 15th and last calendar day of each month in accordance with the Company’s standard 1099 payroll policy. The Company will also reimburse Thomas for all reasonable travel, entertainment, and other expenses incurred by Thomas in connection with his duties under the Consulting Agreement, in accordance with the policies and procedures of the Company as in force from time to time. 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.

The foregoing summary of the Consulting Agreement is qualified in its entirety by reference to the full text of the Consulting Agreement which is attached hereto as Exhibit 10.1, and incorporated herein by reference. You are urged to read said exhibit attached hereto in its entirety.

In connection with Thomas’ resignation, Bruce Cassidy was appointed as the interim Chief Executive Officer of the Company.

Appointment of New Officers:

On November 1, 2023, the board of directors of the Company (the “Board”) appointed Jacob Shrader (“Shrader”) as the Company’s new Chief Operations Officer, effective immediately. Prior to this appointment, Shrader was recently appointed as the Company’s Chief Marketing Officer. Shrader’s employment compensation did not change in connection with the promotion.

Jacob Shrader; Chief Operations Officer; Age 24. Mr. Shrader has spent the majority of his professional career as a member of ZenSports Inc. and the Company following the acquisition of ZenSports Inc. in June 2022. He originally joined ZenSports Inc. in 2020 as the General Manager of Esports, and has served multiple roles within the Marketing, Business Development, and Operational groups, most recently as the Chief Marketing Officer of the Company. Mr. Shrader graduated from Tufts University with a Bachelor’s Degree in Economics where he provided insight into the gaming space to both the private and public sector through his work in the financial industry as well as independent journalism channels.

On November 2, 2023, the Board appointed Walter Tabaschek (“Tabaschek”) as the new Chief Financial Officer, Principal Financial and Accounting Officer and Treasurer of the Company. Tabaschek’s employment begins November 17, 2023. The Company did not enter into an Employment Agreement with Tabaschek. He received a simple offer letter the Company provides all new employees that states he will receive an annual salary of $275,000 and he’ll soon be granted options to purchase up to 350,000 shares of the Company’s common stock pursuant to the terms and conditions of the Company’s stock plan. He is also eligible to participate in the Company’s other benefit plans. Tabaschek and the Company entered into a standard written Employment Conditions Agreement which the Company enters into with all new employees. This agreement contains typical provisions regarding Confidentiality, Inventions, Records, Restrictive Covenants, including a one-year post employment non-compete provision and other similar provisions.

In connection with these appointments, Bruce Cassidy resigned as the interim Chief Financial Officer of the Company, effective as of November 17, 2023. Mr. Cassidy remains the interim Chief Executive Officer and Secretary of the Company, and sole director of the Board.

Walter Tabaschek; Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Treasurer; Age 60. Prior to joining the Company, Mr. Tabaschek served as the Chief Operating Officer and Chief Financial Officer of Bazelet Health Systems, Inc. since December 2021. At Bazelet, Mr. Tabaschek led the company’s global operations and financial strategy. Prior to Bazelet, Mr. Tabaschek spent nearly two decades with Bunge LTD., a $45.7B Fortune 500 agribusiness and food multinational. At Bunge LTD., he served in many roles, including as Controller at the company’s European headquarters in Geneva, Switzerland, Finance Director and Director of Global Operations at its global headquarters. Previously, Mr. Tabaschek functioned as COO of the global Financial Services Group executing up to 25 billion trades per year. In this role, he led the optimization of 4 different businesses across 20 countries to increase cost efficiencies. Widely experienced in his ability to drive improvements that lead to peak financial and operational efficiency, Mr. Tabaschek has a career-long reputation for preparing businesses for higher levels of growth and performance. He has been repeatedly selected to lead start-ups, turn- arounds and mergers and acquisitions of global operations and finance organizations in North America, Europe, Latin America, and Mexico. Mr. Tabaschek earned a Bachelor of Business Administration and Accounting from Universidad Nacional de Lomas de Zamora in Buenos Aires, Argentina. He holds citizenship in the USA, Argentina and Italy and is fluent in Spanish, English and Portuguese and proficient in French and Italian.

Executive Officer Qualifications for Tabaschek:

We believe that Tabaschek should serve as our Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Treasurer due to his extensive financial and business experience in a wide variety of entities.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01

Financial Statements and Exhibits

Exhibit No.		Description
10.1		Consulting Agreement between KeyStar Corp. and Mark Thomas, dated November 1, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Date: November 6, 2023	KEYSTAR CORP.

	By:	/s/ Bruce A. Cassidy
		Bruce A. Cassidy, CEO

Exhibit 10.1

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (“Agreement”) is entered into this 1st day of November 2023 (“Effective Date”) by and between KeyStar Corp., a Nevada corporation (the “Company”), and Mark Thomas, a resident of Florida (“Consultant”). Company and Consultant may be referred to in this Agreement individually as a “Party” and together as the “Parties.” This Agreement will supersede, and replace in the entirety, any prior agreement between the Parties regarding the Services (defined below).

1. Services. Consultant will provide the professional services (“Services”) as the Company may reasonably request, including but not limited to transferring knowledge regarding the operation of the business of Company’s business as operated prior to the Consultant’s resignation from Company and involvement in the functions and roles Consultant provided to Company. Consultant may also be asked to help facilitate undertaking activities with new employees consistent with Consultant’s prior experience to further help in the transition of knowledge regarding the prior operation of the business of Company. Consultant may provide the Services by phone or video conference. Consultant may not assign, transfer, delegate or subcontract its rights or obligations under this Agreement without the prior written consent of Company.

2. Term and Termination. This Agreement will commence on the Effective Date and will continue for a period of twelve (12) months following the Effective Date. Either Party may terminate this Agreement for convenience at any time, without cause or further obligation, with at least fifteen (15) calendar days’ written notice. The following Sections will survive any termination or expiration of this Agreement: Sections 4 (Indemnification), 5.1 (Ownership), 5.2 (Work Product), 6 (Confidentiality), 7 (Warranties) and 8 (General Provisions).

3. Fees and Expenses.

a. Consultant will receive bi-monthly compensation at a rate of $200 per hour payable on the 15^th and last calendar day of each month in accordance with Company’s standard 1099 payroll policy (the “Compensation”).

b. The Company shall reimburse the Consultant for all reasonable travel, entertainment, and other expenses incurred by the Consultant in connection with the Consultant’s duties hereunder in accordance with the policies and procedures of the Company as in force from time to time. All such payments and reimbursements shall be made promptly upon submission by the Consultant of vouchers, bills, or receipts for such expenses and disbursements. Company will be responsible for those sales, use and similar taxes associated with its receipt of the Services, excluding taxes based on Consultant’s income or personnel. The Parties will reasonably cooperate to accurately determine each Party’s tax liability and to minimize such liability to the extent legally permissible.

c. Consultant will report to Company twice per calendar month an accurate record of time worked pursuant to Company’s standard 1099 timesheet policy. Consultant’s timesheets will include at least the (i) hours worked, and (ii) a brief description of work performed. Billable hours will be billed in increments of one-half hours.

4. Indemnification. Nothing in this Agreement will be interpreted to limit Consultant’s rights under Article VI (Indemnification of Directors and Officers) of the AMENDED AND RESTATED BYLAWS OF KEYSTAR CORP. a Nevada corporation, as Amended and Restated, effective as of September 28, 2022 (the “Bylaws”). Further, Company agrees that any subsequent amendment to the Bylaws limiting Director and Officer rights under the foregoing Bylaws will not apply to Consultant.

5. Intellectual Property.

5.1 Ownership. Consultant hereby irrevocably assigns, transfers and conveys to Company, exclusively and perpetually, all rights, titles and interests throughout the world it may have or acquire in the Work Product (as defined below), including all intellectual property or other proprietary rights (including copyrights, patents rights, trade secret rights, rights of reproduction, trademark rights, rights of publicity, Moral Rights (as defined below) and the right to secure registrations, renewals, reissues and extensions thereof) (collectively “Intellectual Property Rights”) therein or otherwise arising from the performance of this Agreement. No rights of any kind in and to the Work Product, including all Intellectual Property Rights, are reserved to or by the Consultant or will revert to Consultant. Consultant agrees to execute such further documents and to do such further acts, at no additional charge to Company, as may be necessary to perfect, register or enforce Company’s ownership of such rights, in whole or in part; provided however, that to the extent Consultant is required to take any actions on behalf of Company to perfect, register or enforce Company’s ownership of such rights after the consulting relationship between the two has ended, Consultant will be entitled to a reasonable fee (including repayment of any expenses) as may be agreed between the parties.

5.2 Definitions. As used in this Agreement, (i) “Moral Rights” means any right to claim authorship of the Work Product, any right to object to any distortion or other modification of the Work Product, and any similar right, existing under the law of any country, or under any treaty; and (ii) “Work Product” means all concepts, inventions (whether or not protected under patent laws), works of authorship, information, new or useful art, combinations, discoveries, formulae, algorithms, specifications, manufacturing techniques, technical developments, systems, computer architecture, artwork, software, programming, applets, scripts, designs, processes and methods of doing business, and any other media, materials and other tangible objects produced by Consultant for the Company in rendering the Services.

6. Confidentiality.

6.1 Confidential Information. During the course of this Agreement, each Party may disclose to the other certain non-public information or materials relating to a Party or its products, customers, business partners, information identifiable to any individual, intellectual property, business, marketing programs and efforts, and other confidential information and trade secrets (“Confidential Information”). Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes publicly available through no breach by the receiving Party of this Agreement; (ii) was previously known to the receiving Party outside of the Confidential Information of the other Party, prior to the date of disclosure, as evidenced by contemporaneous written records; (iii) was acquired from a third party without any breach of any obligation of confidentiality; (iv) was independently developed by a Party hereto without reference to Confidential Information of the other Party; or (v) is required to be disclosed pursuant to a subpoena or other similar order of any court or government agency; provided, however, that Party receiving such subpoena or order will promptly inform the other Party in writing and provide a copy thereof, and will only disclose that Confidential Information necessary to comply with such subpoena or order.

6.2 Protection of Confidential Information. Except as expressly provided herein, the receiving Party will not use or disclose any Confidential Information of the disclosing Party without the disclosing Party’s prior written consent, except disclosure to and subsequent uses by the receiving Party’s employees or consultants on a need-to-know basis. Subject to the foregoing nondisclosure and non-use obligations, the receiving Party agrees to use at least the same care and precaution in protecting such Confidential Information as the receiving Party uses to protect the receiving Party’s own Confidential Information and trade secrets, and in no event less than reasonable care. Each Party acknowledges that due to the unique nature of the other Party’s Confidential Information, the disclosing Party will not have an adequate remedy in money or damages in the event of any unauthorized use or disclosure of its Confidential Information. In addition to any other remedies that may be available in law, in equity or otherwise, the disclosing Party will be entitled to seek injunctive relief to prevent such unauthorized use or disclosure. Neither Party may remove or alter any proprietary markings (e.g., copyright and trademark notices) on the other Party’s Confidential Information.

7. Warranties. Consultant represents and warrants that: (i) he has full power, capacity and authority to enter into and perform this Agreement and to make the grant of rights contained herein, and Consultant’s performance of this Agreement does not violate or conflict with any agreement to which Consultant is a party; (ii) the Services will be performed in a professional, workmanlike manner consistent with the level of care, skill, practice and judgment exercised by other professionals in performing Services of a similar nature under similar circumstances by personnel with requisite skills, qualifications and licenses needed to carry out such work; and (iii) there is no pending or threatened litigation that would have a material adverse impact on his performance under the Agreement. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, OR TITLE/NON-INFRINGEMENT AND ALL SUCH WARRANTIES ARE HEREBY SPECIFICALLY DISCLAIMED.

8. General Provisions. It is the express intent of the Parties that Consultant is an independent contractor and not an employee, agent, joint venturer or partner of Company. Consultant will not be entitled to participate in any plans, arrangements, or distributions by Company pertaining to any bonus, profit sharing, insurance or similar benefits for Company employees. This Agreement contains all of the covenants and agreements between the Parties with respect to the rendering of the Services and any other matter hereunder, and supersedes any and all prior negotiations, representations and agreements, whether written or oral, between the Parties with respect to the rendering of such Services and any other matter hereunder. No other agreement, statement or promise contained in this Agreement, and no changes or modifications to the Agreement, will be effective unless it is in writing and signed by both Parties. All waivers hereunder must be in writing, and failure at any time to require the other Party’s performance of any obligation under this Agreement will not affect the right subsequently to require performance of that obligation. The interpretation and enforcement of this Agreement will be governed by the law of the State of Nevada without regard to that state’s conflict of law principles.

9. Construction of Agreement. The headings of paragraphs and sub-paragraphs contained in this Agreement are merely for convenience of reference and will not affect the interpretation of any of the provisions of this Agreement. Whenever the context so requires, the singular will include the plural and vice versa. All words and phrases will be construed as masculine, feminine or neuter gender, according to the context. Whenever the term “include,” “including,” or “included” is used in this Agreement, it will mean “including without limiting the generality of the foregoing”. The recitals contained in this Agreement are, and will be construed to be, an integral part of this Agreement. This Agreement is deemed to have been drafted jointly by the parties to this Agreement, and any uncertainty or ambiguity will not be construed for or against any party as an attribution of drafting to any party. A “business day” under this Agreement will mean any day other than a Saturday, Sunday or a holiday under U.S. or Nevada law. Any period of time for an act or notice under this Agreement which ends on a day which is not a business day may be timely performed on the next following business day.

10. Counterpart Execution. The Parties may sign this Agreement in several counterparts, each of which will be deemed an original, but all of which together will constitute one instrument. This Agreement may be executed (i) as an original written signature in ink, (ii) by facsimile signature (e.g., a signature reproduction by physical or electronic impression or stamp) or (iii) by any electronic signature complying with (A) the United States Electronic Signatures in Global and National Commerce Act (ESIGN Act) (e.g., DocuSign^®), (B) the laws of the State and/or (C) with respect to a particular person signing this Agreement, the laws of the state in which such person executed this Agreement.

[Signature page follows]

The Parties have caused this Agreement to be executed as of the Effective Date by their duly authorized representatives.

CONSULTANT:	KEYSTAR CORP.

/s/ Mark Thomas	By:	/s/ Bruce A. Cassidy
MARK THOMAS		Bruce A. Cassidy, its Chairman

[Signature Page to Consulting Agreement]

Cover	Oct. 31, 2023
Entity Addresses [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 31, 2023
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	78 SW 7th Street
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33130
City Area Code	(866)
Local Phone Number	783-9435
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Former Address [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	9620 Las Vegas Blvd. S STE E4-98
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89123