UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the year ended
For the transition period from __________ to __________
Commission File Number: None
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (I.R.S. Employer | |
| of incorporation or organization) | Identification No.) |
(Address of principal executive offices, including Zip Code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | N/A | N/A |
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | 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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If securities
are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
The
aggregate market value of the voting and non-voting common equity held by non-affiliates as of March 31, 2023 was $
State the number of shares outstanding of each of the registrant’s classes of common equity, as of the latest practicable date: shares of common stock as of April 12, 2024.
VIRTUAL INTERACTIVE TECHNOLOGIES CORP.
FORM 10-K
For the Year ended September 30, 2023
TABLE OF CONTENTS
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PART I
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.” These forward-looking statements generally are identified by the words “believes,” “projects,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. 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 effect 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.
| ITEM 1. | BUSINESS |
Virtual Interactive Technologies Corp. (OTCPINK: VRVR) (“VIT”) or (“the Company”) is a next generation game and metaverse developer that creates immersion experiences by harnessing the latest technologies, including Blockchain and digital assets. The Company’s newly launched brand, Extrosive, is building a metaverse that replaces traditional boring financial experiences with a new paradigm, “global Prosperity space” (gPs). This new asset class dynamically augments global and local realities and builds communities of aligned financial values, virtuous economies, and a trusted network. The result would be a metaverse game for the glamourous world of Wall Street, High-Speed trading involving community building, quantified self, and NFTs – a pure adrenal rush! In addition, the Company continues to build on its successful catalog that includes Carmageddon Max Damage, Carmageddon Crashers, Interplanetary: Enhanced Edition, Catch & Release, and Worbitol. The Company also entered into a joint development partnership with Duane Lee “Dog” Chapman, of the “Dog The Bounty Hunter” fame, to develop and promote multiple games across several platforms. For more information, please visit www.vrvrcorp.com.
Industry Overview
The video game industry is expected to grow from approximately $125 billion in revenues globally in 2018 to approximately $300 billion in revenues globally by 2025, fueled by an anticipated 2.5 billion gamers worldwide. It has been estimated that gamers spend in excess of 7 hours per week gaming, which continues to grow, with gamers between the ages of 26 and 35 spending 8.2 hours per week gaming and gamers over 60 spending about 5.6 hours per week gaming.
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Generally, the video game hardware platforms are divided into mobile gaming on smartphones, PC/laptop gaming and consoles. It is estimated that in 2018, mobile gaming generated approximately $63.2 billion in revenues whereas the PC/laptop market generated approximately $33.5 billion in revenues and console gaming generated approximately $38 billion in revenues. Virtual reality games (“VR”) is still in its relative infancy and mostly in the PC/laptop and console venues but is expected to grow substantially as hardware continues to improve, becomes more affordable and becomes more prolific among mobile gamers. In addition, VR content is still in its relative infancy, which could provide an opportunity for content providers in the coming years.
Mobile gaming has seen the largest growth over the other hardware platforms, largely driven by affordability of the devices and availability of content. The largest growing trend within the mobile gaming market has been the free-to-play model whereby monetization comes from in-game purchases. Mobile gaming has its largest footprint in Southeast Asia where mobile devices have seen substantial proliferation over the last decade, whereas console gaming has its largest footprints in North America and Europe where disposable income is higher than other regions of the world.
Competition
The video game industry is extremely competitive globally with competitors ranging from small independent developers with limited resources to very large development companies with significant financial, technical and marketing resources, such as Take-Two Interactive Software, Inc., Activision Blizzard, Inc., Electronic Arts, Inc. and Ubisoft Entertainment, S.A.
In addition, while the industry is experiencing significant growth, it also continues to evolve and create new markets, which could lead to additional competition in the future.
Employees
At this time, we have no full-time or part time employees. Jason Garber is our current CEO and Director and acts as a contract employee. James Creamer III is our current CFO and is a contract employee. The Company has three other contractors it utilizes for accounting and operations.
Other Information
The Company files its annual, quarterly, and current reports with the Securities and Exchange Commission (“SEC”), copies of which are available at www.sec.gov. The public may also read and copy any materials that the Company has filed with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.
| ITEM 1A. | RISK FACTORS |
As a “smaller reporting company” we are not required to provide information required by this item.
| ITEM 1B. | UNRESOLVED STAFF COMMENTS |
Not applicable
| ITEM 1C. | CYBERSECURITY |
Our board of directors and senior management recognize the critical importance of maintaining the trust and confidence of our clients, business partners and employees. Our management, led by our Chief Executive Officer and Chief Financial Officer, are actively involved in oversight of our risk management efforts, and cybersecurity represents an important component of the Company’s overall approach to enterprise risk management (“ERM”). Our cybersecurity processes and practices are fully integrated into the Company’s ERM efforts. In general, we seek to address cybersecurity risks through a cross-functional approach that is focused on preserving the confidentiality, security and availability of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur. In addition, we regularly review cybersecurity trends and, partially as a result of our prior cybersecurity exposure, have moved some of our internal servers to off-site locations.
Risk Management and Strategy
As one of the critical elements of our overall ERM approach, our cybersecurity efforts are focused on the following key areas:
| ● | Governance: Management oversees cybersecurity risk mitigation and reports to the board of directors any cybersecurity incidents. | |
| ● | Collaborative Approach: We have implemented a cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner. | |
| ● | Technical Safeguards: We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence. |
Third parties also play a role in our cybersecurity. We engage third-party service providers to conduct evaluations of our security controls, independent audits or consulting on best practices to address new challenges.
While we have experienced cybersecurity threats in the past in the normal course of business and expect to continue to experience such threats from time to time, to date, none have had a material adverse effect on our business, financial condition, results of operations or cash flows. Even with the approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us.
| ITEM 2. | PROPERTIES |
The Company subleases the office space used as its corporate headquarters located at 600 17th Street, Suite 2800 South, Denver, CO 80202. The Company paid total payments of $1,000 for the fiscal year ended September 30, 2023.
| ITEM 3. | LEGAL PROCEEDINGS |
None.
| ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
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PART II
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Common Stock
The Company is authorized to issue 90,000,000 shares of common stock at par value of $0.001. On September 30, 2023, the Company had 8,942,526 shares issued and 8,251,276 shares outstanding, with 691,250 shares held as treasury stock. On September 30, 2022, the Company had 8,100,284 shares issued and 8,059,034 shares outstanding, with 41,250 shares held as treasury stock.
On August 16, 2022, the Company entered into a one-year agreement with two groups to assist the Company with creating interactive gaming and entertainment experiences, including metaverse, utilizing blockchain and Non-Fungible Tokens, as well as assisting the Company with investor and public relations. As part of the agreement, each group received 225,000 shares which were valued at $2.10 per share and a total expense of $945,000 was recorded as prepaid expense and was to be amortized over the life of the contract. On July 5, 2023, the Company entered into a termination agreement with these two groups due to non-performance, whereby the shares were returned to the Company’s treasury. Because the non-performance was apparent on June 30, 2023, this transaction was deemed to be a type 1 subsequent event. As such, the accounting treatment was reflected retroactively to June 30, 2023 and 450,000 shares were returned at a cost of $45,000 to the treasury, and the remaining $121,685 of unamortized expense in prepaid expense was reclassified to additional paid-in capital (“APIC”).
On October 26, 2022, the Company entered into a one-year agreement with a group to assist the Company with creating a customized positive investment image and communicate that image to the investment community. As part of the agreement, they received 200,000 shares which were valued at $1.49 per share and a total of $298,000 was recorded as prepaid expense to be amortized over the life of the contract. On May 17, 2023, the Company entered into a termination agreement due to non-performance, whereby the 200,000 shares were returned to the Company’s treasury. An expense of $201,660 was recognized through June 30, 2023. The remaining $96,340 was recognized in APIC based on the termination agreement due to non-performance.
On November 28, 2022, the Company entered into a four-month agreement with a group to assist the Company with a product awareness program and to conduct customer lead generation activities. Under the agreement the Company agreed to issue the group 12,500 shares during each month of the agreement. During the three months ended December 31, 2022, the Company issued 12,500 shares of common stock, which were valued at $1.19 per share. The total expense recognized for the three months ended December 31, 2022 was $14,875. Work on this contract was temporarily paused after one month so no further payments were made, and the Company is currently renegotiating the contract with the vendor.
On June 5, 2023, the Company’s Board of Directors approved the grant of 530,000 shares of common stock in total to three contractors and to three directors for services performed. The shares were valued at $0.15 per share, which was the closing price of the Company’s stock on the grant date. An expense of $79,500 was recognized for the quarter ended June 30, 2023.
Treasury Stock
The Company accounts for treasury stock using the cost method. During the year ended September 30, 2022, the Company acquired 41,250 shares at $0 cost of its then-issued and outstanding common stock pursuant to a claw-back provision in one of its notes payable. At September 30, 2022, the Company held in treasury 41,250 shares at a total cumulative cost of $0.
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During the three months ended June 30, 2023, the Company acquired 200,000 shares at a $0 cost of its then-issued and outstanding common stock pursuant to a termination agreement dated May 17, 2023, regarding an agreement dated October 26, 2022. Under the termination agreement, 200,000 shares that had been previously granted by the Company were returned to the Company treasury. On July 5, 2023, the Company acquired 450,000 shares at a cost of $45,000 pursuant to a termination agreement with two groups due to non-performance on an agreement dated August 16, 2022. Because the non-performance was apparent on June 30, 2023, this transaction was deemed to be a type 1 subsequent event. As such, the accounting treatment was reflected retroactively to June 30, 2023, and 450,000 shares were returned to the treasury.
At September 30, 2023 and September 30, 2022, the Company held 691,250 and 41,250 shares in treasury at $45,000 and $0 cost, respectively.
Preferred Stock
The Company is authorized to issue 10,000,000 each of Series A, B and C preferred shares at a par value of $0.01. On September 30, 2022, the Company had 50,000 shares of Series A preferred and 270,612 shares of Series B convertible preferred stock issued and outstanding. The 50,000 Series A preferred shares currently outstanding are not convertible, whereas the Series B preferred shares are convertible to common stock on a one-for-one basis.
As of September 30, 2023 and 2022, the Company had 50,000 shares of Series A preferred stock issued and outstanding. At September 30, 2022, the Company converted 325,000 shares of Series B convertible preferred stock to 325,000 shares of common stock. At September 30, 2023 and 2022, the Company had 270,612. of Series B convertible preferred stock issued and outstanding. On July 14, 2023 the Company sold 1,200,480 shares of its Series C preferred stock to a private investor for $0.1666 per share, raising an aggregate amount of $200,000.
Our common stock trades on OTC Pink tier under the symbol “VRVR.” The following table sets forth the range of the high and low sale prices of the common stock for the periods indicated:
| Quarter Ended | High | Low | ||||||
| December 31, 2022 | $ | 2.10 | $ | 1.00 | ||||
| March 31, 2023 | $ | 1.57 | $ | 0.50 | ||||
| June 30, 2023 | $ | 0.56 | $ | 0.15 | ||||
| September 30, 2023 | $ | 0.51 | $ | 0.28 | ||||
| December 31, 2021 | $ | 3.25 | $ | 1.50 | ||||
| March 31, 2022 | $ | 2.75 | $ | 2.09 | ||||
| June 30, 2022 | $ | 2.48 | $ | 1.50 | ||||
| September 30, 2022 | $ | 2.70 | $ | 1.80 | ||||
As of September 30, 2023, the closing price of the Company’s common stock was $0.51 per share. and there were 8,251,276 shares of common stock outstanding held by 152 stockholders of record.
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Transfer Agent
The stock transfer agent for our securities is Mountain Share Transfer of Atlanta, Georgia. Their address is 2030 Powers Ferry Road SE, Suite 212, Atlanta, GA 30339. Their phone number is (404) 474-3110.
Dividends
We have never paid any cash dividends and intend, for the foreseeable future, to retain any future earnings for the development of our business. Our future dividend policy will be determined by the board of directors on the basis of various factors, including our consolidated results of operations, financial condition, capital requirements and investment opportunities.
RECENT SALES OF UNREGISTERED SECURITIES
The following is a description of the Company’s sales of unregistered equity securities:
On July 26, 2022, the Company received $12,500 in cash, from an unrelated party, and issued 10,000 shares of common stock at a price of $1.25 per share.
On August 16, 2022, the Company entered into a one-year agreement with two groups to assist the Company with creating interactive gaming and entertainment experiences, including metaverse, utilizing blockchain and Non-Fungible Tokens, as well as assisting the Company with investor and public relations. As part of the agreement, each group received 225,000 shares which were valued at $2.10 per share and a total expense of $945,000 will be amortized over the life of the contract. The total expense recognized for the period ended September 30, 2022 was $116,507. In addition, each group received a one-year warrant to purchase 225,000 common shares at $1.00 and a two-year warrant to purchase 225,000 common shares at $1.00.
On October 26, 2022, the Company entered into an agreement with a group to among other things, create a customized positive investment image for the Company and communicate that image to the investment community including, but not limited to, individual investors, family offices, institutional investors, hedge and other funds, broker dealers, equity trading firms and the public at large. In consideration for these services, the Company issued the group 200,000 of restricted shares valued at $1.49 per share. In addition, the Company issued the group a one-year warrant to purchase 200,000 common shares for $1.00 and a two-year warrant to purchase 200,000 common shares for $1.00. In addition, the group will receive a cash payment of $10,000 per month beginning November 1, 2022.
On November 28, 2022, the Company entered into a four-month agreement with a group to expand the Company’s brand awareness to their network of clients, consumers and other consultants. Under the terms of the agreement the group will receive 12,500 shares per month, totaling 50,000 shares, of which the first 12,500 were issued on November 28, 2022 and were valued at $1.25 per share. In addition, the group will receive a cash payment of $3,500 per month, totaling $14,000.
| ITEM 6. | SELECTED FINANCIAL DATA |
Not applicable.
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| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Cautionary Statement about Forward-Looking Statements
This Form 10-K contains forward-looking statements regarding future events and the Company’s future results that are subject to the safe harbors created under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the Company’s management. Words such as “hopes,” “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “may,” variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of the Company’s future financial performance, and other characterizations of future events or circumstances are forward-looking statements.
The Company is under no duty to update any of these forward-looking statements after the date of this report. You should not place undue reliance on these forward-looking statements.
EXECUTIVE OVERVIEW
Virtual Interactive Technologies Corp. (OTCPINK: VRVR) (“VIT”) or (“the Company”) is a next generation game and metaverse developer that creates immersion experiences by harnessing the latest technologies, including Blockchain and digital assets. The Company’s newly launched brand, Extrosive, is building a metaverse that replaces traditional boring financial experiences with a new paradigm, “global Prosperity space” (gPs). This new asset class dynamically augments global and local realities and builds communities of aligned financial values, virtuous economies, and a trusted network. The result would be a metaverse game for the glamourous world of Wall Street, High-Speed trading involving community building, quantified self, and NFTs – a pure adrenal rush! In addition, the Company continues to build on its successful catalog that includes Carmageddon Max Damage, Carmageddon Crashers, Interplanetary: Enhanced Edition, Catch & Release, and Worbitol. The Company also entered into a joint development partnership with Duane Lee “Dog” Chapman, of the “Dog The Bounty Hunter” fame, to develop and promote multiple games across several platforms. For more information, please visit www.vrvrcorp.com.
Results of Operations
The following discussion involves the results of operations for the years ended September 30, 2023 and 2022.
Revenue decreased 10% from $144,716 for the year ended September 30, 2022 to $130,400 for the year ended September 30, 2023. Revenue was derived from royalty interests in five games, Carmageddon Max Damage, Carmageddon Crashers, Catch & Release, Interplanetary: Enhanced Edition and Worbital.
Operating expenses for the years ended September 30, 2023 and 2022 totaled $2,552,976 and $1,265,153, respectively. This represents a 102% increase over the years. Operating expenses were comprised of professional fees of $2,420,484 and $854,548; marketing and advertising of $91,155 and $335,916; travel, meals, and entertainment of $33,909 and $39,897; general and administrative of $7,428 and $18,253; and research and development of $0 and $16,539 during the years ended September 30, 2023 and 2022, respectively. The significant increases during the year ended September 30, 2023 over 2022 was due to the amortization of prepaid expense associated with service contracts included within professional fees in the accompanying consolidated statements of operations. During the fiscal years ended September 30, 2023 and 2022, total amortized expenses were $2,071,344 and $275,093, respectively.
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The Company entered into several marketing and development agreements that were intended to position the Company for a substantial increase in growth going forward.. During the fiscal years ended September 30, 2023 and 2022, total marketing and advertising expense was $91,155 and $335,916, respectively.
Other expense, net for the years ended September 30, 2023 and 2022 totaled ($394,764) and ($535,582), respectively, resulting in an decrease of $140,818 Other income (expense) was comprised of other income of $1,500 and $1,500; bad debt expense of ($31,086) and ($7,754); amortization of debt discount of ($207,314) and ($423,061); interest expense, related party of ($57,621) and ($56,343); interest expense of ($99,050) and ($48,928); and gain (loss) from foreign currency of ($1,193) and ($996) during the years ended September 30, 2023 and 2022, respectively.
For the years ended September 30, 2023 and 2022, we recorded a loss of $2,817,340 and $1,656,019, respectively. The increase of $1,161,321 was mainly associated with increases in professional services and bad debt expense in 2023 offset by decreases in marketing and advertising expenses and amortization of debt discount in fiscal 2023.
Liquidity and Capital Resources
As of September 30, 2023, we had cash of $40,829, compared to $36,378 at September 30, 2022. Working capital was ($1,529,115) as of September 30, 2023, compared to $831,659 at September 30, 2022. The decrease in working capital of $2,360,774 was due to a decrease in prepaid expenses of $1,956,215 and note receivable and related interest of $29,586, interest payable, related party of $223,940, as well as an increase in accounts payable of $20,795, accounts payable, related party of $12,000, accrued interest payable of $345,613 and the amortization of debt discount of $207,314 in fiscal year ended September 30, 2023.
Cash Flows from Operating Activities:
Net cash used in operating activities for the year ended September 30, 2023 was $195,549. Net cash used in operating activities for the year ended September 30, 2022 was $464,436. The decrease in the net cash used in operating activities over the two years presented was $268,887.
Changes in operating activities for fiscal year ended September 30, 2023 included increases in accounts payable and accrued liabilities, related party of $12,000, accounts payable and accrued liabilities of $20,795, interest receivable of $1,500 and interest payable of $345,613 offset by a decrease in royalties receivable of $18,242, and accrued interest payable, related party of $223,940. The Company also had non-cash expenses of $46,462 related to options issued for services, stock issued for services of 94,375, debt discount amortization of $207,314, a $2,071,344 net reversal in amortization of stocks and warrants issued for prepaid services, and $31,086 in bad debt expense.
Changes in operating activities for the fiscal year ended September 30, 2022 included increases in interest receivable of $1,500, interest payable, related party of $56,343, and interest payable of $34,159, as well as a decrease in royalty receivable of $18,096, and accounts payable and accrued liabilities of $2,423. The Company also had non-cash expenses of $497,507 for stock issued for services, debt discount amortization of $423,061, warrants issued for services of $158,586 and bad debt expense of $7,754.
Cash Flows from Financing Activities:
Net cash provided by financing activities for the years ended September 30, 2023 and 2022 was $200,000 and $249,750, respectively. In fiscal 2023, the Company received funds from the sale of preferred stock of $200,000. In fiscal 2022, the Company received proceeds from a note payable of $434,750 and proceeds from the sale of common stock of $50,000. This was offset by payments made to notes payable of $235,000.
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Not applicable.
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| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
VIRTUAL INTERACTIVE TECHNOLOGIES CORP.
CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2023 AND 2022
INDEX
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Virtual Interactive Technologies Corp
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of Virtual Interactive Technologies Corp. (the “Company”) as of September 30, 2023, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of September 30, 2023, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 of the notes to consolidated financial statements, the Company has suffered recurring losses from operations since inception and has insufficient working capital to fund future operations both of which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Turner, Stone & Company, L.L.P.
Dallas, Texas
April 16, 2024
We have served as the Company’s auditor since 2023.
| F-2 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Virtual Interactive Technologies Corp.
Denver, CO
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Virtual Interactive Technologies Corp. (the “Company”) as of September 30, 2022, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern Considerations
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses since inception and has not achieved profitable operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Going Concern – Disclosure
The consolidated financial statements of the Company are prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations. As noted in “Going Concern Considerations” above, the Company has a history of recurring net losses and has not achieved profitable operations. The Company has contractual obligations, such as commitments for repayment of accounts payable, accrued liabilities, and notes payable (collectively “obligations”). Currently, management’s forecasts and related assumptions illustrate their intent to meet the obligations through reinvesting royalty revenues into the development of additional video games, thereby enhancing its video game portfolio and increasing revenues; managing expenditures; obtaining debt financing from related and unrelated parties; and issuing capital stock for additional funding to meet its operating needs. Should there be constraints on the ability to increase revenues or access financing through stock issuances, the Company will continue to manage cash outflows and meet the obligations through debt financing.
We identified management’s assessment of the Company’s ability to continue as a going concern as a critical audit matter. Management made judgments regarding its ability and intent to effectively implement its plans and provide the necessary cash flows to fund the Company’s obligations as they become due. Specifically, the judgments with the highest degree of impact and subjectivity in determining the Company’s ability and intent that its plans will be effectively implemented include its ability to increase revenues, manage expenditures, access funding from the capital market, and obtain debt financing. Auditing the judgments made by management required a high degree of auditor judgment and an increased extent of audit effort.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included, among others, evaluating the Company’s ability and intent to: (i) increase revenues, (ii) access funding from the capital market, (iii) manage expenditures, and (iv) obtain debt financing.
| /s/
| |
| We have served as the Company’s auditor since 2019. | |
| April 16, 2024 | |
| F-3 |
Virtual Interactive Technologies Corp.
Consolidated Balance Sheets
As of September 30, 2023 and 2022 (Restated)
| September 30, 2023 | September 30, 2022 | |||||||
| (Restated) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Royalties receivable | ||||||||
| Interest receivable | ||||||||
| Prepaid expenses | ||||||||
| Note receivable | ||||||||
| Total current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Accounts payable and accrued liabilities, related party | ||||||||
| Note payable, related party | ||||||||
| Interest payable, related party | ||||||||
| Notes payable, current portion net of discounts | ||||||||
| Interest payable | ||||||||
| Total current liabilities | ||||||||
| LONG-TERM LIABILITIES: | ||||||||
| Note payable, net of current portion and discounts | ||||||||
| Interest payable | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Series A Preferred Stock, $ par value; authorized; shares issued and outstanding | ||||||||
| Series B Convertible Preferred Stock $ par value; authorized; shares issued and outstanding | ||||||||
| Series C Convertible Preferred Stock $ par value; authorized; and shares issued and outstanding as of September 30, 2023 and 2022, respectively | ||||||||
| Common stock, $ par value; shares authorized, issued and shares outstanding September 30, 2023; issued and shares outstanding as of September 30, 2022 | ||||||||
| Additional paid-in-capital | ||||||||
| Treasury stock ( shares and shares at September 30, 2023 and 2022 respectively, $ | ( | ) | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity (deficit) | ( | ) | ||||||
| Total liabilities and stockholders’ equity (deficit) | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
Virtual Interactive Technologies Corp.
Consolidated Statements of Operations
For the Years Ended September 30, 2023 and 2022 (Restated)
| For the Years Ended, | ||||||||
| September 30, | September 30, | |||||||
| 2023 | 2022 | |||||||
| (Restated) | ||||||||
| Revenue – royalties | $ | $ | ||||||
| Operating expenses: | ||||||||
| Professional fees | ||||||||
| Marketing and advertising | ||||||||
| Travel, meals and entertainment | ||||||||
| General and administrative | ||||||||
| Research and development | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Other income | ||||||||
| Bad debt expense | ( | ) | ( | ) | ||||
| Amortization of debt discount | ( | ) | ( | ) | ||||
| Interest expense, related party | ( | ) | ( | ) | ||||
| Interest expense | ( | ) | ( | ) | ||||
| Loss from foreign currency transactions | ( | ) | ( | ) | ||||
| Total other expense, net | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Loss per share, basic and fully diluted | $ | ) | $ | ) | ||||
| Weighted average number of shares outstanding, basic and fully diluted | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
Virtual Interactive Technologies Corp.
Consolidated Statements of Changes in Stockholders’ Equity (Deficit)
For the Years Ended September 30, 2023 and 2022 (Restated)
| Preferred Stock | Preferred Stock | Preferred Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Series A Convertible | Series B Convertible | Series C Convertible | Common Stock | Paid-In | Treasury | Total Stockholders’ | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Par Value | Shares | Par Value | Shares | Par Value | Capital Capital | Stock Shares | Par Value | Accumulated Deficit | Equity (Deficit) | ||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2022 (Restated) | $ | | $ | $ | $ | $ | $ | ( | ) | $ | | |||||||||||||||||||||||||||||||||||||||||
| Common stock issued for services | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for prepaid services | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Cancellation of stock issued for prepaid services | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Cancellation of warrants issued for prepaid services | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Warrants issued for prepaid services | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Options issued for services | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Series C stock issued for cash | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2023 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||
| F-6 |
| Preferred Stock | ||||||||||||||||||||||||||||||||||||||||||||
| Series A | Series B Convertible | Common Stock | Additional | Treasury Stock | Total Stockholders’ | |||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Par Value | Shares | Par Value | Paid-In Capital | Shares | Cost | Accumulated Deficit | Equity (Deficit) | ||||||||||||||||||||||||||||||||||
| Balance, September 30, 2021 (Restated) | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Stock issued for services | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Warrants issued for services | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Stock issued for cash | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Stock issued for commitment fee debt discount on notes payable | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Redemption of previously issued commitment shares | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Conversion of preferred B stock to common stock | - | ( | ) | ( | ) | - | ||||||||||||||||||||||||||||||||||||||
| Net loss (Restated) | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2022 (Restated) | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-7 |
Virtual Interactive Technologies Corp.
Consolidated Statements of Cash Flows
For the Years Ended September 30, 2023 and 2022 (Restated)
| For the Years Ended, | ||||||||
| September 30, | September 30, | |||||||
| 2023 | 2022 | |||||||
| (Restated) | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock issued for services | ||||||||
| Options issued for services | ||||||||
| Debt discount amortization | ||||||||
| Bad debt expense | ||||||||
| Warrants issued for services | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expense | ||||||||
| Interest receivable | ( | ) | ( | ) | ||||
| Royalty receivable | ||||||||
| Accounts payable and accrued liabilities | ( | ) | ||||||
| Accounts payable and accrued liabilities, related party | ||||||||
| Accrued interest payable, related party | ( | ) | ||||||
| Accrued interest payable | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from notes payable | ||||||||
| Proceeds from sale of preferred stock | ||||||||
| Proceeds from sale of common stock | ||||||||
| Payment on notes payable, related parties | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Net change in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of year | ||||||||
| Cash and cash equivalents, end of year | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
| Non-cash Investing and Financing Activities: | ||||||||
| Original issue debt discount on notes payable | $ | $ | ||||||
| Common stock issued for commitment fee debt discount on note payable | $ | $ | ||||||
| Cancellation of shares issued for prepaid services | $ | $ | ||||||
| Cancellation of warrants issued for prepaid services | $ | $ | ||||||
| Purchase of common stock from cancellation of services | $ | $ | ||||||
| Warrants issued for prepaid expenses | $ | $ | ||||||
| Common stock issued for prepaid expenses | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-8 |
Virtual Interactive Technologies Corp.
Notes to Consolidated Financial Statements
For the Years Ended September 30, 2023 and 2022 (Restated)
Note 1 – Nature of Business
Nature of Business
Virtual Interactive Technologies Corp. (OTCPINK: VRVR) (“VIT”) or (“the Company”) is a next generation game and metaverse developer that creates immersion experiences by harnessing the latest technologies, including Blockchain and digital assets. The Company’s newly launched brand, Extrosive, is building a metaverse that replaces traditional boring financial experiences with a new paradigm, “global Prosperity space” (gPs). This new asset class dynamically augments global and local realities and builds communities of aligned financial values, virtuous economies, and a trusted network. The result would be a metaverse game for the glamourous world of Wall Street, High-Speed trading involving community building, quantified self, and NFTs – a pure adrenal rush! In addition, the Company continues to build on its successful catalog that includes Carmageddon Max Damage, Carmageddon Crashers, Interplanetary: Enhanced Edition, Catch & Release, and Worbitol. The Company also entered into a joint development partnership with Duane Lee “Dog” Chapman, of the “Dog The Bounty Hunter” fame, to develop and promote multiple games across several platforms. For more information, please visit www.vrvrcorp.com.
Going Concern
The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”), which contemplates the Company’s continuation as a going concern. The Company has not established profitable operations and has incurred significant losses since its inception. The Company’s plan is to grow significantly over the next few years through strategic game development partnerships, through internal game development and through the acquisition of independent game development companies globally.
The Company has taken much of the cash flow from its first royalty agreement and has invested in royalty agreements for the development of several other video games. By continuing to reinvest these royalties into agreements to develop new games, along with actively managing corporate overhead, management’s plan is to substantially increase its video game royalty portfolio and cash flow over the next several years. The Company intends to continue to grow its game portfolio over the next several years, focusing on console games, virtual reality games and mobile games.
There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or debt financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or debt financing are insufficient, the Company 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 the Company. If adequate working capital is not available to the Company, it may be required to curtail or cease its operations.
Due to uncertainties related to these matters, there exists a substantial doubt about the ability of the Company to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.
The COVID-19 pandemic could have an impact on our ability to obtain financing to fund the operations. The Company is unable to predict the ultimate impact at this time.
| F-9 |
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying consolidated financial statements herein contain the operations of VRVR and its wholly-owned subsidiaries AIG Inc and AIG Ltd (collectively, the “Company”) as of and for the years ended September 30, 2023 and 2022.
The financial statements include all adjustments and intercompany eliminations which are, in the opinion of management, necessary to present fairly the consolidated financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America US GAAP. In the opinion of management, all adjustments considered necessary for a fair presentation of the consolidated results of operations and financial position have been included and all such adjustments are of a normal recurring nature.
The Company’s headquarters are located in Denver, Colorado and substantially all of its customers are outside the United States.
Fair Value of Financial Instruments
The Company accounts for fair value measurements in accordance with Accounting Standards Codification (“ASC”) ASC 820-10-50, “Fair Value Measurements.” ASC 820 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:
| - | Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. | |
| - | Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |
| - | Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. |
The Company’s financial instruments consist of cash, royalties receivable, prepaid expenses, note receivable, interest receivable, accounts payable and accrued expenses, and notes payable. The carrying value of these financial instruments approximates fair value due to the stated face values and short-term nature of the instruments.
Cash and Cash Equivalents
The
Company considers all highly liquid instruments purchased with original maturities of three months or less to be cash equivalents. The
Company had
Royalty Contracts and Research and Development Costs
The
Company enters into agreements with third-party developers that require us to make payments for game development and production services.
In exchange for our payments, we receive the exclusive publishing and distribution rights to the finished game titles as well as, in
some cases, the underlying intellectual property rights. Such agreements typically allow us to fully recover these payments, plus a profit,
to the developers at an agreed-upon royalty rate earned on the subsequent sales of such software, net of any agreed-upon costs. Prior
to establishing technological feasibility of a product, we record any costs incurred by third-party developers as research and development
expenses. Subsequent to establishing technological feasibility of a product, we capitalize all development and production service payments
to third-party developers as royalty contracts. The Company had
| F-10 |
Long-Lived Assets
The
Company evaluates the recoverability of long-lived assets whenever events or changes in circumstances indicate that an asset’s
carrying amount may not be recoverable. Such circumstances could include, but are not limited to, (1) a significant decrease in the market
value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an accumulation of costs
significantly in excess of the amount originally expected for the acquisition of an asset. The Company compares the carrying amount of
the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows
be less than the carrying value of the asset being evaluated, an impairment loss would be recognized. The impairment loss would be calculated
as the amount by which the carrying value of the asset exceeds its estimated fair value. There was
Revenue Recognition
The Company follows the guidance contained in ASC 606, “Revenue Recognition.” The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of goods of 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. ASC 606 outlines the following five-step revenue recognition model (along with other guidance impacted by this standard): (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations and (5) recognize revenue when or as the entity satisfies a performance obligation.
Revenue - Royalties
The Company enters into agreements with third-party developers that require us to make payments for game development and production services. In exchange for our payments, we receive the exclusive publishing and distribution rights to the finished game titles as well as, in some cases, the underlying intellectual property rights. The Company has several contracts with video game developers that entitle us to royalty streams as a percentage of revenues generated by the game sales, which vary from contract to contract. As of September 30, 2023, the Company has four royalty contracts with three developers that are generating royalty revenue.
Once a game has been developed and has met the terms of the underlying royalty agreement, the game is released for commercial sales. Per each contract, the Company will receive reports on a regular basis from the game developers’ sales platforms that identify the amount of game sales, from which consideration expected to be collected from the commercial customers is computed based on the applicable royalty percentages. Royalty revenue is based on a percentage of net receipts as defined in each customer agreement and is recognized in accordance with the sale-based royalty provisions of ASC 606, which requires revenue recognition after the subsequent sales occur. The Company’s performance obligation under each royalty contract as an investor in the game is complete once funds are advanced to the gaming developer. Subsequent consideration is then received by the Company from the developers in the amount of the Company’s percentage fee of royalty income (net receipts) received by the customer. Net receipts include all gross revenues received by the customer as a result of sales of the games or related exploitation less certain taxes, refunds, manufacturing costs, freight, and other items specified in the underlying contract.
During
the years ended September 30, 2023 and 2022, the Company recognized revenue from royalties of $
Royalties Receivable
The
Company provides an allowance for doubtful accounts equal to the estimated uncollectible royalties. The Company’s estimate is based
on historical collection experience and a review of the current status of royalties receivable. It is reasonably possible that the Company’s
estimate of the allowance for doubtful accounts will change and that losses ultimately incurred could differ materially from the amounts
estimated in determining the allowance. The Company had royalties receivable of $
| F-11 |
Foreign Currency
The Company’s functional currency is the US dollar. With the exception of stockholders’ equity (deficit), all transactions that are originally denominated in foreign currency are translated to US dollars by our international customers, on a monthly basis, when recognized by them and prior to paying royalties to the Company. All royalty revenues that are received and recognized by the Company are recorded in US dollars.
The
Company has a Euro currency bank account located in Bermuda. This account is used for payments to vendors that bill the Company in a
currency other than US dollars and for funds received from shareholders located outside the United States. As of September 30, 2023 and
2022, the Euro account had a balance of $
Foreign
currency translation gains/losses are recorded in accumulated other comprehensive income (“AOCI”) based on exchange
rates prevalent on reporting dates for balance sheet items, and at weighted average exchange rates during the reporting period for
the consolidated statements of operations. Foreign currency transaction gains/losses are recorded as other income (expense) in the
period of settlement. No AOCI items were present during the years ended September 30, 2023 and 2022, as all consolidated financial
statement items were denominated in the US dollar. Minimal gain (loss) from foreign currency transactions during the years ended
September 30, 2023 and 2022 totaled $(
Use of Estimates
The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as revenues and expenses reported for the period presented. The most significant estimates relate to the useful life and impairment of intangible assets and allowance for doubtful accounts. The Company regularly will assess these estimates and, while actual results may differ, management believes that the estimates are reasonable.
Concentration of Credit Risk
Some
of our US dollar balances are held in a Bermuda bank that is not insured. As of September 30, 2023 and 2022, uninsured deposits in the
Bermuda bank totaled $
Income Taxes
The Company did not accrue corporate income taxes for AIG Ltd, as it is incorporated in the country of Bermuda where there is no corporate income tax. The Company has been subject to US Federal and state income taxes commencing during the year ended September 30, 2020, due to its business combinations with two US companies.
Deferred taxes for the VRVR (Nevada) and AIG Inc (Colorado) are provided on a liability method in accordance with ASC 740, “Income Taxes,” whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company evaluates its tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax position will more likely than not be sustained by the applicable tax authority and has determined that there are no significant uncertain tax positions.
| F-12 |
In
accordance with ASC 260 “Earnings per Share,” the basic net income (loss) per share (“EPS”) is computed
by dividing the net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period,
excluding the effects of any potentially dilutive securities. Diluted EPS is computed by dividing the net loss available to common stockholders
by the weighted average number of common shares outstanding adjusted on an “if-converted” basis (for convertible preferred
stock). During the year ended September 30, 2022, shares of the Series B Convertible Preferred stock were converted into
shares of common stock. During the years ended September 30, 2023 and 2022, the Company had shares of Series B Convertible Preferred
stock issued and outstanding that are convertible into shares of common stock on a one-for-one basis. On July 14, 2023 the Company sold
shares of its Series C Preferred Stock to a private investor for $ per share. shares of Series C Preferred
Stock were issued and outstanding as of September 30, 2023 and are convertible into shares of common stock on a one-for-one basis. In
addition, during the year ended September 30, 2022, the Company issued warrants to purchase
| September 30, 2023 | September 30, 2022 | |||||||
| Basic weighted average shares outstanding | ||||||||
| If-converted shares, Series B preferred shares | ||||||||
| If-converted shares, Series C preferred shares | ||||||||
| If-converted shares, Warrants | ||||||||
| If-converted shares, Options | ||||||||
| If-converted shares, Convertible Notes | ||||||||
| Diluted weighted average common shares outstanding | ||||||||
Stock-Based Compensation
The Company accounts for equity awards issued to employees and non-employees for services rendered in accordance with the provisions of ASC 718, “Compensation - Stock Compensation.” These transactions are accounted for based on the grant date fair value of the equity award issued. A resulting compensation expense is recorded over the requisite service period, which is typically the vesting period.
Recent Account Pronouncements
The Company has evaluated all recently issued or enacted accounting pronouncements, and has determined that all such pronouncements either do not apply or their impact is insignificant to the financial statements.
| F-13 |
Note 3 - Restatement
Restatement Effect on Previously-Issued Financial Statements
In connection with the preparation of the September 30, 2023 consolidated financial statements, the Company determined that there was an error with respect to recognizing 2021 and 2022 revenue in the correct fiscal period. The 2021 revenue adjustment was posted directly to retained earnings. Accordingly, the Company has restated the consolidated financial statements for the year ended September 30, 2022 as shown in the tables below.
| As of September 30, 2022 | ||||||||||||
| Consolidated Balance Sheet | As Reported | Adjustment | Restated | |||||||||
| Royalties receivable | $ | $ | $ | |||||||||
| Total current assets | ||||||||||||
| Total assets | ||||||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||||
| Total stockholders’ equity | ||||||||||||
| Total liabilities and stockholders’ equity | ||||||||||||
For the Year Ended September 30, 2022 | ||||||||||||
| Consolidated Statement of Operations | As Reported | Adjustment | Restated | |||||||||
| Revenue - royalties | $ | $ | $ | |||||||||
| Loss from operations | ( | ) | ( | ) | ||||||||
| Net loss | ( | ) | ( | ) | ||||||||
| Loss per share, basic and fully diluted | ) | ) | ||||||||||
For the Year Ended September 30, 2022 | ||||||||||||
| Consolidated Statement of Cash Flows | Reported | Adjustment | Restated | |||||||||
| Net loss | $ | ( | ) | $ | $ | ( | ) | |||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||||||
| Royalties receivable | ( | ) | ||||||||||
| F-14 |
Note 4 - Royalty Contracts (Restated)
The
Company has valued their acquired royalty contracts with customers using the “lower of cost or net realizable value” method.
Ultimately the market value of the contracts is equal to the present value of the anticipated future cash flow. Royalty contracts are
amortized over the life of the contact (generally three-to-five years). Management assesses the value of each royalty contract asset
on an annual basis and should it be apparent that the market value of the royalty contract becomes less than the carrying value, the
Company would then recognize an impairment of the asset at that time. The Company’s royalty contracts had been fully amortized
by September 30, 2019. As such,
The
Company has three major royalty agreements (Customer A, Customer B and Customer C). Customer A represented approximately
Customer
A represented approximately
Note 5. Stockholders’ Equity (Deficit)
The Company’s common stock is quoted under the symbol “VRVR” on the OTC Pink tier operated by OTC Markets Group, Inc. To date, an active trading market for the Company’s common stock has not developed.
Treasury Stock
The
Company accounts for treasury stock using the cost method. During the year ended September 30, 2022, the Company acquired shares
at $
During
the three months ended June 30, 2023, the Company acquired shares at a $
At
September 30, 2023 and 2022, the Company held and shares in treasury at $
Common Stock
The Company is authorized to issue shares of common stock at par value of $. On September 30, 2023, the Company had shares issued and shares outstanding, with shares held as treasury stock. On September 30, 2022, the Company had shares issued and shares outstanding, with shares held as treasury stock.
On
August 16, 2022, the Company entered into a one-year agreement with two groups to assist the Company with creating interactive gaming
and entertainment experiences, including metaverse, utilizing blockchain and Non-Fungible Tokens, as well as assisting the Company with
investor and public relations. As part of the agreement, each group received shares which were valued at $ per share and
a total expense of $
On
October 26, 2022, the Company entered into a one-year agreement with a group to assist the Company with creating a customized positive
investment image and communicate that image to the investment community. As part of the agreement, they received shares which
were valued at $ per share and a total of $
On
November 28, 2022, the Company entered into a four-month agreement with a group to assist the Company with a product awareness
program and to conduct customer lead generation activities. Under the agreement the Company agreed to issue the group
shares during each month of the agreement. During the three months ended December 31, 2022, the Company issued
shares of common stock, which were valued at $
per share. The total expense recognized for the three months ended December 31, 2022 was $
On
June 5, 2023, the Company’s Board of Directors approved the grant of
shares of common stock in total to three contractors and to three directors for services rendered. The shares were valued at $
per share, which was the closing price of the Company’s stock on the grant date. An expense of $
| F-15 |
Preferred Stock
The Company is authorized to issue each of Series A, B and C preferred shares at a par value of $, $, and $, respectively. As of September 30, 2023 and 2022, the Series A preferred shares currently outstanding are not convertible, whereas the Series B preferred shares and the Series C preferred shares are convertible to common stock on a one-for-one basis.
At
September 30, 2022, the Company converted shares
of Series B convertible preferred stock to shares
of common stock On July 14, 2023 the Company sold shares
of its Series C Preferred Stock to a private investor for $per
share, raising an aggregate amount of $
Warrants
In
connection with the August 16, 2022 agreements under “Common Stock” above, the Company issued an one-year warrant to
purchase
In
connection with the October 26, 2022 agreement under “Common Stock” above, the Company issued a one-year warrant to
purchase
The following table reflects a summary of common stock warrants outstanding and warrant activity during the year ended September 30, 2023:
Underlying Shares | Weighted Average Exercise Price | Weighted Average Term (Years) | ||||||||||
| Warrants outstanding at September 30, 2022 | ||||||||||||
| Granted | ||||||||||||
| Exercised | - | |||||||||||
| Forfeited | ( | ) | - | |||||||||
| Warrants outstanding and exercisable at September 30, 2023 | $ | - | ||||||||||
The intrinsic value of warrants outstanding as of September 30, 2023 was approximately $.
| F-16 |
Options
In
connection with a consulting agreement with the Company’s new Director dated June 5, 2023, the Company issued a ten-year option
to purchase
Underlying Shares | Weighted Average Exercise Price | Weighted Average Term (Years) | ||||||||||
| Options outstanding at September 30, 2022 | - | |||||||||||
| Granted | | |||||||||||
| Exercised | - | |||||||||||
| Forfeited | - | |||||||||||
| Options outstanding and exercisable at September 30, 2023 | $ | |||||||||||
| Options exercisable at September 30, 2023 | ||||||||||||
The intrinsic value of options outstanding as of September 30, 2023 was $.
Note 6. Notes Payable
On
March 29, 2018, the Company issued a $
On March 20, 2019, an unrelated individual loaned VRVR $. The note carries a % interest rate and was initially payable March 20, 2020, and then amended on July 27, 2022 to mature on . As of September 30, 2023 and 2022, the note balance was $, and accrued interest on the note totaled $ and $, respectively.
On September 23, 2021, an unrelated third party loaned VRVR $ that consisted of cash received by the Company in the amount of $ and an original issue discount of $. This discount was amortized over the life of the note commencing October 1, 2021. The note carried a % annual interest rate and matured on . Under the terms of the agreement, the Company paid any accrued interest on a monthly basis. In addition, under the terms of the agreement, the Company issued commitment shares to the holder at $ per share and an expense of $ was applied as an additional discount to the note and amortized over the life of the note. The Company had the right to redeem of the commitment shares if the note was repaid on or before the maturity date. On September 30, 2021, principal and accrued interest totaled $ and $, respectively. On March 23, 2022, the note payable balance of $ and unpaid interest of $ were repaid in full in the amount of $. During the period of October 1, 2021 through March 23, 2022, interest payments totaling $ were made, resulting in $ total interest payments during the year ended September 30, 2022, and $ principal and interest balances at September 30, 2022. As a result of this repayment, of the commitment shares were redeemed at $ cost and are being held in treasury.
On
March 15, 2022, an unrelated third party loaned VRVR $
that consisted of cash received by the Company in the amount of $
and an original issue discount of $.
This discount is being amortized over the life of the note commencing March 15, 2022. The note carries a %
annual interest rate and matures on . As of March 15, 2023, the note was in default. As of September 30, 2023, the note balance was $
and the accrued interest was $.
The note is convertible at a price of $
per share. Because the Company issued common shares and options on June 5, 2023 at $
per share, the conversion rate on the notes reset to $.
As of September 30, 2023, the Company paid a total of $
to extend the maturity date to . Since September 30, 2023, the Company has paid an additional $
| F-17 |
On
March 21, 2022, an unrelated third party, loaned VRVR $
that consisted of cash received by the Company, on April 4, 2022, in the amount of $
and an original issue discount of $.
This discount is being amortized over the life of the note commencing March 15, 2022. The note carries a %
annual interest rate and matures on . As of March 21, 2023, the note was in default. As of September 30, 2023, the note balance was $
and the accrued interest was $.
The note is convertible at a price of $
per share. Because the Company issued common shares and options on June 5, 2023 at $ per share, the conversion rate on the notes
reset to $. As of September 30, 2023, the Company paid a total of $
to extend the maturity date to . Since September 30, 2023, the Company has paid an additional $
Debt discount amortization on the above notes totaled $ and $ during the years ended September 30, 2023 and 2022, respectively. Total unamortized debt discount totaled $ and $ at September 30, 2023 and 2022, respectively.
Note 7. Related Party Transactions
Note Payable, Related Party
On
March 29, 2018, the Company issued a $
On September 30, 2023, the Company owed its Chief
Financial Officer $
Stock-Based Compensation
The Company issued common stock for services to officers and directors during the years ended September 30, 2023 and 2022 as disclosed in Note 4.
Note 8. Note Receivable
On
December 11, 2019, the Company issued a $
Note 9. Convertible Note Receivable
On
November 20, 2020, the Company invested $
| F-18 |
Note 10. Federal Income Tax
The
Company accounts for income taxes under ASC 740-10, which provides for an asset and liability approach of accounting for income taxes.
Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently
enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts are calculated for income tax purposes. The provision (benefit) for income taxes for the years ended September
30, 2023, and 2022, assumes a statutory
| 2023 | 2022 | |||||||
| Federal tax statutory rate | % | % | ||||||
| Temporary differences | % | % | ||||||
| Permanent differences | ( | )% | ( | )% | ||||
| Valuation Allowance | ( | )% | % | |||||
| % | % | |||||||
The Company had deferred income tax assets as of September 30, 2023 and 2022, as follows:
| 2023 | 2022 | |||||||
| Deferred Tax Assets | ||||||||
| Net operating loss carryforwards | $ | $ | ||||||
| Temporary differences | ||||||||
| Permanent differences | ( | ) | ( | ) | ||||
| Valuation allowance | ( | ) | ||||||
| Net deferred tax assets | $ | $ | ||||||
The
Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets.
The Company has established a valuation allowance against the net deferred tax asset due to the uncertainty that enough taxable income
will be generated in those taxing jurisdictions to utilize the assets. Therefore, the Company has not reflected any benefit of such deferred
tax assets in the accompanying financial statements. The Company’s net deferred tax asset and valuation allowance decreased by
$
At
September 30, 2023, the Company had approximately $
As of September 30, 2023, the Company had no uncertain tax positions, or interest and penalties, that qualify for either recognition or disclosure in the financial statements. The company is subject to U.S. federal, state, and local income tax examinations by tax authorities for years 2020 through 2022. The tax return for the fiscal year ended September 30, 2023, has not yet been filed.
Note 11. Subsequent Events
The Company has evaluated events occurring subsequent to September 30, 2023 through the date these financial statements were issued and noted no additional events requiring disclosure.
| F-19 |
| Item 9. | changes in and disagreements with accountants on accounting and financial disclsoure. |
None
| ITEM 9A. | CONTROLS AND PROCEDURES |
Disclosure Controls and Procedures
We have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2023. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this annual report.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of September 30, 2023 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). As a result of this assessment, management concluded that, as of September 30, 2023, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many smaller reporting companies with limited resources to employ a large staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.
We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending for the year ended September 30, 2023: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.
This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the year ended September 30, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| ITEM 9B. | OTHER INFORMATION |
None.
| 10 |
PART III
| Item 10. | directors, executive officers, and corporate governance. |
Our current executive officers and directors and their ages are as follows:
| Name | Age | Position | ||
| Jason D. Garber | 55 | Chief Executive Officer, Director | ||
| James W. Creamer III | 59 | Chief Financial Officer, Director | ||
| Mark Caplan | 54 | Director | ||
| Janelle Gladstone | 57 | Director | ||
| Jerry Lewis | 58 | Director |
Set forth below is information relating to the business experience of each of our directors and executive officers.
Jason D, Garber
Mr. Garber was appointed as the Company’s CEO and Director on December 31, 2019
Mr. Garber has been the CEO of Advanced Interactive Gaming, Ltd, a video game financier and development company, since its inception in September 2016. Mr. Garber has been in the video game industry since the early 1990’s. Starting as producer and designer with titles for the edutainment industry, he moved on to running studios and projects for multiple platforms such as PC, Nintendo DS, PS2, PS3, PS4, Xbox, Xbox360, Xbox One and Nintendo Switch. After having garnered a significant amount of managerial and entrepreneurial experience in game development and corporate management he decided to start investments into videogames and established several projects with investors for the video game industry during the early 2010’s.
Prior to founding Advanced Interactive Gaming, Ltd., Mr. Garber served as Publishing Director at Stainless Games Ltd., presiding over new projects, intellectual property and game releases – with the PS4, XB1, PC game Carmageddon: Max Damage as its most recent game release. From 2012 to 2013, Jason was the COO and co-founder of the start-up eelusion GmbH in Berlin, Germany.
James W. Creamer III
Mr. Creamer is the founder and principle of Corporate Solution Advisors, LLC which offers fractional CFO services to small, growth-oriented companies in a variety of industries. Mr. Creamer has served in leadership roles for several publicly traded and private companies since 2005 following a fifteen-year investment banking career. Through his early career Mr. Creamer held positions as Vice President of Commercial Banking at Vectra Bank Colorado, Vice President of Investment Banking at J.P. Turner & Company, Director of Equity Research at Global Capital Securities and Vice President of Institutional Fixed Income Sales at Hanifen Imhoff, Inc.
Mr. Creamer previously served as Chief Financial Officer of Virtual Interactive Technologies from 2016 to 2021. Mr. Creamer also served as Chief Financial Officer and Director of WestMountain Gold, Inc., a publicly traded gold mining company in Alaska. Mr. Creamer was the Chief Financial Officer for CapTerra Financial Group, Inc. and served in that capacity for approximately five years before he was named CapTerra’s President and Chief Executive Officer and served in that position until CapTerra’s acquisition by NexCore Healthcare Capital Corp. Mr. Creamer received a Bachelor of Science degree in Finance from Arizona State University and holds the Chartered Financial Analyst (“CFA”) designation.
| 11 |
Mark Caplan
Mark Caplan is a founder of Ridge Partners, a business development consulting practice providing clients with licensing guidance, advisory, strategic planning, and content distribution strategies across various entertainment media platforms and services. Currently Mark is Vice President Licensing and Games for All Elite Wrestling where he is overseeing the development and launch of their new video game title AEW: Fight Forever. Mark has a demonstrated track-record of creating and growing new businesses and deep experience in a combination of business/corporate development, licensing, and brand building with a focus on the media, entertainment, and consumer segments.
Mark previously held the position of Senior Vice President, Global Consumer Products at Sony Pictures Entertainment. In this role, he oversaw Consumer Product Licensing, IP Strategy & Management, Location Based Entertainment, and Interactive Gaming efforts on behalf of the studio. He has worked closely with a wide variety of film/tv production entities, talent and talent agencies, licensing and corporate promotional partners, retailers, and international licensing agents throughout the world. During his 20-year career with SPE, Mark was involved with some of the most recognized entertainment properties in film and television. Theatrical properties such as the Spider-man movie franchise, Ghostbusters, The Smurfs, Men in Black, Bond/007, Goosebumps, Godzilla, as well as licensing for several animated television shows such as Hotel Transylvania, MIB, Jackie Chan Adventures, Astro Boy, Dragon Tales, Stuart Little, Harold and the Purple Crayon; and network & cable television programs such as, Breaking Bad, Outlander, The Blacklist, Wheel of Fortune, Jeopardy, Pyramid. Prior to Sony, he spent time at 20th Century Fox where he worked on licensing The Simpsons, X-Files, Aliens, Independence Day, The Tick, amongst others. Upon graduating, he landed his first job with a Japan based management consulting firm where he was part of a team who developed partnerships between US and Japanese companies.
Mark is a frequent speaker and moderator at entertainment, licensing, and digital conferences globally. He has served as Vice President of the (“LIMA”) Licensing Industry Merchandisers’ Association and was recently Chair of the Content committee for the VR/AR Association.
Jerry Lewis
Mr. Lewis was appointed as a director of the Company on February 21, 2018.
During the past five years Mr. Lewis has been the president of Tri Valley Vending, LLC (supplier of food, snack, beverage and gaming vending machines), ATM Alaska, Inc. (supplier of ATM machines) and Sugarloaf Marketing of Alaska, Inc. (supplier of stuffed animal crane machines).
Janelle Gladstone
Ms. Gladstone was appointed as director of the Company on December 16, 2020 and Chief Financial Officer on May 3, 2021.
Prior to joining the Company’s board of directors, Ms. Gladstone spent the majority of her past 37 years in all aspects of the dental industry. In early 2016 Ms. Gladstone made a change to her career goals and obtained her real estate license. For the past five years Ms. Gladstone has been a residential realtor. She has also been involved with a number of businesses, including an electric mountain bike distributor, a PPE and COVID19 test distribution company, and a medical finance company providing financing options to the general public to assist in covering health care expenses. Ms. Gladstone’s passion for growing companies and developing lifelong personal and professional relationships will make her an excellent addition to the board.
Our Directors are appointed for a one-year term to hold office until the next annual meeting of our shareholders or until removed from office. Our officers are appointed by our board of directors and hold office until removed by the board.
| 12 |
As of September 30, 2022, we had not adopted a Code of Ethics for our principal executive, principal financial, principal accounting, or persons performing similar functions.
Neither Jason Garber nor Janelle Gladstone are independent directors, as that term is defined by the Securities and Exchange Commission. James Creamer acts as our financial expert.
Given our limited operations to date, our Board of Directors believes that its current members have sufficient knowledge and experience to fulfill the duties and obligations of an audit committee. Only one of the current Board members is an “audit committee financial expert” within the meaning of the rules and regulations of the Securities and Exchange Commission. The Board has determined that each of its members is able to read and understand fundamental financial statements and has substantial business experience that results in that member’s financial sophistication.
Our directors are generally elected at our annual shareholders’ meeting and hold office until the next annual shareholders’ meeting, or until their successors are elected and qualified. Our executive officers are elected by our directors and serve at their discretion.
| ITEM 11. | EXECUTIVE COMPENSATION |
The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer for our last two completed fiscal years for all services rendered to us.
Summary Compensation Table
Name and Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Non-Qualified Deferred Compensation Earnings | All Other Compensation | Total (2) | |||||||||||||||||||||||||||
| Jason D. Garber | 2023 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| CEO and Director (1) | 2022 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Janelle Gladstone | 2023 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| CFO, Secretary, | ||||||||||||||||||||||||||||||||||||
| Treasurer and Director (2) | 2022 | — | 6,000 | 83,750 | — | — | — | — | 89,750 | |||||||||||||||||||||||||||
| James W. Creamer III | 2023 | 12,000 | - | 45,000 | — | — | — | — | 57,000 | |||||||||||||||||||||||||||
| CFO, Secretary, | ||||||||||||||||||||||||||||||||||||
| Treasurer and Director (2) | 2022 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| (1) | Jason D. Garber has been the CEO of Advanced Interactive Gaming since 2016 and was named CEO and Director of Virtual Interactive Technologies Corp on December 31, 2019. He is an independent contractor and receives no benefits. | |
(2)
|
Janelle Gladstone was appointed CFO and Director on May 3, 2021. During the fiscal year ended September 30, 2022, Ms. Gladstone was paid cash fees of $6,000 and was issued 50,000 shares of the Company’s common stock which was valued at $83,750. During the year ended September 30, 2023, Ms. Gladstone was issued 35,000 shares of the Company’s common stock which was valued at $5,250. Ms. Gladstone resigned as Chief Financial Officer on July 15, 2023, and remains a Director of the Company.
| |
| (3) | On July 15, 2023, James W. Creamer III was appointed Chief Financial Officer of the Company. He receives payment of $4,000 per month and received 300,000 shares of the Company’s common stock which was valued at $45,000. |
| 13 |
DIRECTOR COMPENSATION TABLE
| Name | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | |||||||||||||||||||||
| Jason Garber (1) | $ | - | 5,250 | - | - | - | - | $ | 5,250 | |||||||||||||||||||
| James W. Creamer III | $ | - | - | - | - | - | - | $ | 0 | |||||||||||||||||||
| Mark Caplan (2) | $ | 15,000 | - | 148,649 | - | - | - | $ | 163,649 | |||||||||||||||||||
| Janelle Gladstone (3) | $ | - | 5,250 | - | - | - | - | $ | 5,250 | |||||||||||||||||||
| Jerry Lewis (4) | $ | - | 5,250 | - | - | - | - | $ | 5,250 | |||||||||||||||||||
| (1) | On June 5, 2023, Jason Garber received a stock grant of 35,000 shares of the Company’s common stock as a director fee. The shares were valued at $5,250 | |
(2)
|
On June 5, 2023, Mark Caplan received an option to purchase 1,000,000 shares of the Company’s common stock for $0.15 per share. 250,000 of the options vested immediately and 250,000 options will vest each year for 3 years. Mr. Caplan also is to receive cash payments of $10,000 per month but has waived $5,000 per month until the Company is adequately funded.
| |
| (3) | On June 5, 2023, Janelle Gladstone received a stock grant of 35,000 shares of the Company’s common stock as a director fee. The shares were valued at $5,250. | |
| (4) | On June 5, 2023, Jerry Lewis received a stock grant of 35,000 shares of the Company’s common stock as a director fee. The shares were valued at $5,250 |
| Item 12. | security ownership of certain beneficial owners and management and related stockholder matters. |
The following table lists, as of January 12, 2024, the number of shares of our common stock that are beneficially owned by (i) each person or entity known to us to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
| 14 |
The percentages below are calculated based on 8,162,784 shares of our common stock and issued and outstanding as of January 12, 2024
| Name and Address of Beneficial Owner (1) | Amount of Common Stock Beneficially Owned | Percentage of Common Stock Beneficially Owned | ||||||
| Jason Garber (2) | 1,000,000 | 12.1 | % | |||||
| James W. Creamer III (3) | 800,000 | 9.7 | % | |||||
| Mark Caplan (4) | 1,000,000 | (7) | 10.8 | % | ||||
| Jerry Lewis (5) | 106,250 | 1.3 | % | |||||
| Janelle Gladstone (6) | 85,000 | 1.0 | % | |||||
| All officers, directors and 5% holders as a group (5 persons) | 2,991,250 | 32.3 | % | |||||
| (1) | Unless otherwise stated, the address for each beneficial owner is c/o Virtual Interactive Technologies Corp 600 17th Street, Suite 2800 South, Denver, CO 80202. | |
| (2) | Mr. Garber is an executive officer and director of the Company. | |
| (3) | Mr. Creamer is an executive officer and director of the Company. | |
(4) (5) |
Mr. Caplan is a director of the Company. Mr. Lewis is a director of the Company. | |
(6) (7) |
Ms. Gladstone is a director of the Company. Mr. Caplan received an option to purchase 1,000,000 shares of the Company’s common stock, of which 250,000 are currently vested. |
| Item 13. | certain relationships and related transactions, director independence. |
Note Payable, Related Party
On March 29, 2018, the Company issued a $750,000, unsecured promissory note to the Company’s CEO for a potential acquisition and working capital. The note carries an interest rate of 6% per annum, compounding annually, and matures on December 31, 2022. All principal and interest are due at maturity and there is no prepayment penalty for early repayment of the note. As of September 30, 2023 and 2022, total balance on the debt was $741,030 and accrued interest totaled $281,561 and $223,940, respectively.
In July 2023, this promissory note was purchased by a non-related entity.
On September 30, 2023, the Company owed its Chief Financial Officer $12,000 for past services to the Company.
| 15 |
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Below is the table of audit fees (amounts in US$) billed by our current auditor, Pinnacle Accountancy Group of Utah (a DBA of Heaton and Company, PLLC) in connection with the audit of our annual financial statements until December 14, 2023 at which time the Company engaged Turner, Stone and Company, LLP to conduct its audit for the year ended September 30, 2023.
| Year Ended September 30, | Audit Services | Audit Related Fees | Tax Fees | Other Fees | ||||||||||||
| 2023 | $ | 37,500 | $ | - | $ | - | $ | - | ||||||||
| 2022 | $ | 32,500 | $ | - | $ | - | $ | - | ||||||||
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES |
Exhibit Number |
Description | |
| 3.1 | Articles of Incorporation (1) | |
| 3.2 | Amended Articles of Incorporation (1) | |
| 3.3 | Bylaws (1) | |
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act | |
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act | |
| 32.1* | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act | |
| 32.2* | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act | |
| 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 (embedded within the Inline XBRL document) |
(1) Incorporated by reference to the same exhibit filed with the Company’s registration statement on Form S-1 (File #333-190265).
* Provided herewith
| 16 |
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on the 16th day of April 2024.
| VIRTUAL INTERACTIVE TECHNOLGIES CORP. | ||
| By: | /s/ Jason D. Garber | |
| Jason D. Garber | ||
| Principal Executive Officer | ||
| By: | /s/ James W. Creamer III | |
| James W. Creamer III | ||
| Principal Financial and Accounting Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| April 16, 2024 | By: | /s/ Jason D. Garber |
| Jason D. Garber | ||
| Principal Executive Officer and a Director | ||
| April 16, 2024 | By: | /s/ Jerry Lewis |
| Jerry Lewis, | ||
| Director | ||
| April 16, 2024 | By: | /s/ Janelle Gladstone |
| Janelle Gladstone | ||
| Director | ||
| April 16, 2024 | By: | /s/ Mark Caplan |
| Mark Caplan | ||
| Director |
| 17 |