VR Holdings, Inc. - FORM 10-Q/A

Attached files

file	filename
EX-32.2 - CERTIFICATION - VR Holdings, Inc.	ex322.htm
EX-31.2 - CERTIFICATION - VR Holdings, Inc.	ex312.htm
EX-32.1 - CERTIFICATION - VR Holdings, Inc.	ex321.htm
EX-31.1 - CERTIFICATION - VR Holdings, Inc.	ex311.htm
EXCEL - IDEA: XBRL DOCUMENT - VR Holdings, Inc.	Financial_Report.xls

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________

FORM 10-Q/A

(Amendment No.1 to Form 10-Q)

[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended December 31, 2012

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File No. 333-166884

_____________________________________

VR HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

52-2130901

(I.R.S. Employer Identification Number)

1615 Chester Road, Chester, Maryland

(Address of principal executive offices)

21619

(Zip Code)

(443) 519-0129

(registrant’s telephone number, including area code)

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 requirement for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes [ ] No [ X ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check One):



Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12(b)-2 of the Exchange Act). Yes [ ] No [ X ]

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. At January 31, 2013, the registrant had outstanding 448,039,037 shares of common stock.

Explanatory Note: This Amendment to Form 10-Q has been presented to file the XBRL tag exhibits.

TABLE OF CONTENTS


PART I
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20
Item 4(T).	Controls and Procedures	20
PART II
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Mining Safety Disclosures	23
Item 5.	Other Information	23
Item 6.	Exhibits	23
	Signatures	23

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

VR Holdings, Inc.

(A Development Stage Company)

Consolidated Balance Sheets

(Unaudited)




		December 31,		September 30,
ASSETS		2012		2012
Current assets:
Cash	$	69	$	5,580
Assets held for sale		32,766		47,300

Total assets	$	32,835	$	52,880

LIABILITIES AND SHAREHOLDERS, DEFICIT

Current liabilities:
Accounts payable and accrued liabilities	$	488,818	$	478,832
Accounts payable, related party		2,643		2,643
Liabilities, related to assets held for sale		54,810		53,514
Liabilities, related party related to assets held for sale		27,355		27,355
Total current liabilities		573,626		562,344

Shareholders’ deficit:
Common stock, $0.000001 par value; 550,000,000 shares authorized, 448,039,037 and 448,039,037 shares issued and outstanding, respectively		449		449
Additional paid-in capital		15,113,899		15,113,899
Accumulated deficit		(15,492,955)		(15,492,955)
Deficit during development stage		(162,184)		(130,857)
Total shareholders’ deficit		(540,791)		(509,464)

Total liabilities and shareholders’ deficit	$	32,835	$	52,880


See notes to consolidated financial statements.

VR Holdings, Inc.

(A Development Stage Company)

Consolidated Statements of Operations

(Unaudited)



		For the Three Months Ended December 31,				For the Period from July 25, 2006 to December 31,
		2012		2011		2012

Revenue	$	-	$	-	$	-

Expenses:
General and administrative		(15,486)		(43,161)		(4,898,831)
Impairment of goodwill		-		-		1,266,892
Loss from Operations		(15,486)		(43,161)		(6,165,723)

Other income (expense)
Gain on forgiveness of debt		-		-		7,414,017
Interest expense		-		-		(110,522)

Net income (loss) from continuing operations		(15,486)		(43,161)		1,137,772

Net income (loss) from discontinued operations
Note (6)		(15,841)		-		(1,299,956)

Net income (loss)	$	(31,327)	$	(43,161)	$	(162,184)

Net loss per common share, basic and diluted
Continuing operations	$	(0.00)	$	(0.00)

Net Loss per common share, basic and diluted
( Note 6) Discontinued operations	$	(0.00)	$	(0.00)

Net Loss per common share, basic and diluted
Total	$	(0.00)	$	(0.00)

Weighted average number of common shares – basic and diluted		448,039,037		440,930,766

See notes to consolidated financial statements.

VR Holdings, Inc.

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)


		For the Three Months Ended December 31,			For the Period from July 25, 2006 to December 31,
		2012		2011	2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(31,327)	$	(43,161)	$ (162,184)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Share-based compensation		-		-	3,547,326
Expenses paid by shareholder		-		986	168,570
Shares for services		-		-	765,000
Impairment of goodwill		-		-	1,266,892
Loss on exchange of debt for stock		-		-	1,153,815
Gain on settlement of debt		-		-	(7,414,017)
Changes in operating assets and
Liabilities:
Accounts receivable		14,000		8,009	(25,620)
Accounts payable		36,003		-	555,813
Accounts payable – related party		(24,721)		-	(65,035)
Accrued interest payable		-		-	108,740
Net cash used by operating activities		(6,045)		(34,166)	(100,700)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired from business acquisition		-		-	270
Purchase of Fixed Assets		(1,665)		-	(1,665)
Proceeds from sale of stocks		-		-	5,000
Cash provided by financing activities		(1,665)		-	3,605

CASH PROVIDED BY FINANCING ACTIVITIES:
Net proceeds from issuance of common stock		-		48,263	48,265
Net proceeds from notes payable		-		-	50,000
Net cash provided by financing activities		-		48,263	98,265

NET CHANGE IN CASH		(7,710)		9,097-	1,170
CASH AT BEGINNING OF PERIOD		8,880		-	-

CASH AT END OF PERIOD	$	1,170	$	9,097	$ 1,170


SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid for:
Interest	$	-	$	-	$ -
Income taxes	$	-	$	-	$ -
Non-cash financing activities:
Debt converted to common stock	$	-	$	-	$ 8,187,678

See notes to consolidated financial statements.

VR Holdings, Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited interim consolidated financial statements have been prepared by VR Holdings, Inc. (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted in accordance with such rules and regulations. The information furnished in the interim consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim consolidated financial statements be read in conjunction with the Company’s most recent audited consolidated financial statements and notes thereto included in the Company’s September 30, 2012 Form 10-K. Operating results for the three months ended December 31, 2012 are not necessarily indicative of the results that may be expected for the year ending September 30, 2013.

Development Stage

The Company re-entered the development stage on July 25, 2006.

Estimates and Assumptions

Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Examples include valuation of stock-based compensation. Actual results and outcomes may differ from management’s estimates and assumptions.

New Accounting Pronouncements

In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income” in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.

There were various other accounting standards and interpretations issued recently, none of which are expected to have a material impact on our consolidated financial position, operations or cash flows.

Subsequent Events

The Company evaluated subsequent events through the date the financial statements were issued.

NOTE 2 – GOING CONCERN

At December 31, 2012, we had a working capital deficit of $540,781. Through December 31, 2012, we have been primarily engaged in preparation and filing of lawsuits. In the course of our development activities, we have sustained losses and expect such losses to continue through at least 2013. We expect to finance our operations primarily through future financing, including the sale of stock in the Company. We will be required to obtain additional capital in the future to continue operations.

Although we were incorporated in 1998, we have no recent operating history before the merger with Litigation Dynamics, Inc. (“LDI”). We cannot forecast with any degree of certainty whether any of our proposed litigation services will ever generate revenue or the amount of revenue to be generated. In addition, we cannot predict the consistency of our operating results. We are currently involved in a lawsuit. If we are successful in the litigation, we plan on utilizing the proceeds to be received to fund our operations. If we are not successful in the litigation, or if we receive only a minimal amount, we will not have sufficient money to fund our proposed operations. In such event, we will have to raise capital either through equity or debt offerings.

There is no assurance that we will be able to obtain such additional capital through equity or debt financing, or any combination thereof, or on satisfactory terms or at all. Additionally, no assurance can be given that any such financing, if obtained, will be adequate to meet our ultimate capital needs and to support our growth. If adequate capital cannot be obtained on a timely basis and on satisfactory terms, our operations would be materially negatively impacted. Further, if we do not obtain additional funding during the year 2012, we may enter into bankruptcy and possibly cease operations thereafter.

As a result of the above discussed conditions, there exists substantial doubt about our ability to continue as a going concern. Our financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability of the recorded assets or the classification of liabilities that may be necessary should it be determined that we are unable to continue as a going concern.

Note 3 – ACQUISITION

In January 2012, the Company entered into an agreement with Litigation Dynamics, Inc. to have Litigation Dynamics, Inc. merge into VR Holdings, Inc. Subsequent to the completion of this acquisition on January 20, 2011, a formal valuation was obtained from an independent valuation firm to assist the Company in establishing the values of the assets and liabilities of Litigation Dynamics, Inc. at the date of the acquisition.

The acquisition has been accounted for as a business combination, and the Company valued all assets and liabilities acquired at their fair values on the date of acquisition. Accordingly, the assets and liabilities of the acquired entity were recorded at their estimated fair values at the date of the acquisition.

This evaluation determined that the price paid by the Company for Litigation Dynamics, Inc. created intangible assets relating to Tradenames of $4,000 and Goodwill of $1,262,892. Based upon a subsequent review performed by the Company of the continuing value of these assets, it was determined that these assets had no continuing value and were expensed by a charge to the Statement of Operations for the year ended September 30, 2012.

Actual results of operations of Litigation Dynamics, Inc. are included in the Company’s consolidated financial statements from the date of acquisition. The allocation of the purchase price to assets and liabilities based upon the fair market determination at the date of acquisition was as follows:



Cash	$ 270
Account receivable, net of allowance of $26,000	4,380
Accounts payable	(41,374)
Notes payable – related party	(87,668)
Note payable – long term debt	(300,000)

Net tangible Assets/liabilities	$ (424,392)

Trade-names	4,000
Cash paid by Litigation Dynamics to VR Holdings	20,000
Goodwill	1,262,892

Total Net Assets Acquired	$ 862,500

Total consideration paid - Common stock (paid to Litigation Dynamics, Inc.)	$ 862,500

NOTE 4 – DISCONTINUED OPERATION

In January 2012, the Company entered into an agreement with Litigation Dynamics, Inc. to have Litigation Dynamics, Inc. merge into VR Holdings, Inc. for a consideration of 17,500,000 of common shares of VR Holdings, Inc. plus additional shares of VR Holdings, Inc., up to 20,000,000 shares, based upon the revenue volume of Litigation Dynamics, Inc. over the next five years. On September 24, 2012, a second agreement was signed by VR Holdings, Inc. and Litigation Dynamics, Inc. where by it was agreed that Litigation Dynamics, Inc. would be spun off as a separate company and that the total number of shares issued to the shareholder of Litigation Dynamics, Inc. would be reduced to 10,250,000 net of 3,000,000 shares which would be used in exchange for $300,000 of notes payable by Litigation Dynamics, Inc., and 1,500,000 shares due CapNet Security Corporation under a separate agreement signed by VR Holdings, Inc. As part of the reevaluation of the acquisition, of Litigation Dynamics, $63,660 of Notes Receivable, which were in default, were written off as bad expense for the year ended September 30, 2012. The details of the Notes Receivable written off are as follows:



Note Receivable From	Amount

IMM-03211	$31,000
IIM-072011	$950
Pine Springs-061011	$687
TGM-040111	$3,250
TGM-050611	$21,879
TGM-070811	$2,489
TGM-081511-2	$2,000
TGM-090711	$1,405

TOTAL	$63,660

In addition to the reduction in common shares that VR Holdings, Inc. will issue, VR Holdings, Inc. received $30,000 in cash which was paid $20,000 in September 2012 and $10,000 in October 2012. The exchange rate for the shareholders of VR Holdings, Inc. to receive when Litigation Dynamics is spun-off is one share of the new company, Litigation Dynamics, Inc. for every 100 shares of VR Holdings, Inc. owned at the time of the spin-off. The control group of VR Holdings, Inc. who own approximately 93.8 % of VR Holdings, Inc. common stock will receive 1 share of Litigation Dynamics, Inc. for every 200 shares they own of VR Holdings, Inc. at the time of the spin-off.

As a result of entering into the Separation Agreement, the operations of Litigation Dynamics, Inc. have been classified as Discontinued Operations on the Statement of Operations. The components of Discontinued Operations summarized on the Statement of Operations arising from the decision to spin off the operations of Litigation Dynamics, Inc. are as follows:


	For the three months Ended December 31,
	2012	2011
Revenue	$ 30,544	$ -

Expenses:
General and administrative	45,135	$ -
Loss from operations	$ (14,591)	$ -

Other Income (expenses):
Interest Expense	$ (1,250)	$ -

Net income (loss)	$ (15,841)	$ -


Assets:
Cash	1,101	$ -
Accounts receivable	30,000	$ -
Plant, Property and Equipment	$ 1,665	$ -
Total assets held for sale	$ 32,766	$ -

Liabilities:
Accounts payable	$ 4,810	$ -
Amounts due related parties	$ 27,355	$ -
Notes payable	$ 50,000	$ -
Total liabilities held for sale	$ 82,165	$ -

NOTE 5 – DEBT

As note in NOTE 4 – DISCONTINUED OPERATIONS, In the Year ended September 30, 2012, Litigations Dynamics, Inc. utilized 3,000,000 shares of the common stock that it received from VR Holdings, Inc. for the merger in exchange for $300,000 of debt plus $76,182 of accrued interest. These notes had an interest rate of 18% and matured between November 30, 2011 and May 31, 2012. To determine the value of the 3,000,000 shares of VR Holdings, Inc. common stock issued in the exchange for this debt (Notes Payable), the Company utilized the fair value of the stock price on the date of conversion. This approach determined that the value of the 3,000,000 shares of common stock was $1,539,997. After deducting the value of the debt and the accrued interest, Litigation Dynamics, Inc. lost $1,153,815 on the exchange, and this loss was recorded as a charge to the Statement of Operations during the year ended September 30, 2012. The details of the notes exchanged for common stock of VR Holdings, Inc. are as follows:



Note Payable From	Amount

Albert Braden	$75,000
Michael Jud	$50,000
Michael Jud	$5,000
Charles Jud	$45,000
Robert Embry	$75,000
Robert Embry	$50,000

TOTAL	$300,000

On May 23, 2012, VR Holdings, Inc. signed a $50,000 note with an investment group to generate additional funding. The note has an annual interest rate of 10% payable quarterly with the first payment date on August 23, 2012 with interest being accrued monthly. As a condition of the Separation Agreement between VR Holdings, Inc. and Litigation Dynamics, this note was transferred to Litigation Dynamics, Inc. and the responsibility for making interest and principals payments was transferred to Litigation Dynamics, Inc. with no recourse to VR Holdings, Inc. The note holder has agreed to these conditions.

NOTE 6 – EQUITY

On May 10, 2010, the Company issued 300,000 shares of common stock valued at $196 ($0.0006545 per share) for services rendered to the Company. The value of these shares was determined based on the value of shares previously issued by the Company.

On August 24, 2010, the Company issued 100,000 shares of common stock to a consultant for services. These shares were valued at $65.

On August 30, 2010, the Company issued warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.10 for a period of five years. The warrants were issued for services rendered by two attorneys. The fair value of the warrants at the date of grant was $1,308. The warrants were valued using the Black-Scholes option-pricing model. Variables used in the Black-Scholes pricing model for the warrants include: (1) discount rate of 1.39%, (2) expected term of 5 years, (3) expected volatility of 350% and (4) zero expected dividends. All of the warrants issued were outstanding at September 30, 2011.

On November 30, 2010, the Company issued 25,200,000 shares of common stock valued at $16,493 ($0.0006545 per share) for services to the Company. The value of these shares was determined based on the value of shares previously sold by the Company.

In February 2011, the Company issued 21,000,000 shares of common stock to three individuals for services. The fair value of these shares at the date of grant was $13,745 based on the value of shares previously sold by the Company.

In August 2011, the Company sold 50,000 shares of common stock for $5,000.

In November and December 2011, the Company sold 480,694 shares of common stock for $43,263 after the payment of $4,806 of sales commissions.

In January 2012, the Company entered into an agreement with Litigation Dynamics, Inc. to have Litigation Dynamics, Inc. merge into VR Holdings, Inc. for a consideration of 17,500,000 of common shares of VR Holdings, Inc. plus possible additional shares of VR Holdings, Inc., of up to 20,000,000 shares, based upon future revenue volume over the next five years. On September 24, 2012, a second agreement was signed by VR Holdings, Inc. and Litigation Dynamics, Inc. where by it was agreed that Litigation Dynamics, Inc. would be spun off as a separate company and the total number of shares issued would be reduced to 10,250,000 divided between Litigation Dynamics, Inc. shareholder (5,750,000 shares), conversion of debt (3,000,000 shares) and CapNet Security Corporation (1,500,000 shares). The shares paid to CapNet Security Corporation related to a separate agreement signed by VR Holdings, Inc. concerning investment banking services to be provided by CapNet Security Corporation including raising funds and the merger of Litigation Dynamics, Inc. with VR Holdings, Inc. For additional information on the conversion of debt, see NOTE (8) CONVERSION OF DEBT.

In April 2012, the Company sold 50,000 shares of common stock for $5,000.

On September 30, 2012, the Company issued a warrant to purchase 7,000,000 shares of common stock at an exercise price of $0.10 with exercise period of five years from the date of issue. The warrant was issued for legal services rendered and to be rendered to VR Holdings, Inc. by an attorney. The fair value of the warrants at the date of grant was $3,260,588. The warrant was valued using the Black-Scholes option-pricing model. Variables used in the Black-Scholes pricing model for the warrants include: (1) discount rate of 0.62%, (2) expected term of 5 years, (3) expected volatility of 107.8% and (4) zero expected dividends. All of the warrants issued were outstanding at September 30, 2012. The Warrants were immediately vested and expensed through a charge to the Statement of Operations.

In September 2012, the Company cancelled 3,500,000 shares of common stock that had been originally issued to an attorney for services as the attorney was not able to perform these services.

Litigations Dynamics, Inc. utilized 3,000,000 shares of the common stock that it received from VR Holdings, Inc. for the merger in exchange for $300,000 of debt plus $76,182 of accrued interest. To determine the value of the 3,000,000 shares of VR Holdings, Inc. common stock used in the exchange for this debt (Notes Receivable), the Company used the Black Sholes evaluation model. This model determined that the value of the 3,000,000 shares of common stock used in the exchange was $1,539,997. After deducting the value of the debt and the accrued interest, Litigation Dynamics, Inc. lost $1,153,815 on the exchange, and this loss was recorded as a charge to the Statement of Operations during the year ended September 30, 2012.

NOTE 7 – RELATED PARTY TRANSACTIONS

The Cancer Foundation, Inc., a shareholder of the Company, has paid for certain expenses on behalf of the Company. During the three months ended December 31, 2012 and 2011, The Cancer Foundation, Inc. paid $0.00 and $986, respectively. These payments have been recorded as contributed capital to the Company.

NOTE 8 – LITIGATION

The Company, through its subsidiaries, is involved in a lawsuit, styled Morton M. Lapides, SR., MML, Inc. and VR Holdings, Inc. v. Cerberus Capital Management, LP. All claims held by Mr. and Mrs. Morton M. Lapides, Sr. have been assigned to VR Holdings. It is our plan to use any proceeds received by us as a result of the below described litigation to fund our business plan going forward. If we are unsuccessful in the litigation or do not receive sufficient funds, we will be forced to sell additional equity to raise the capital we need to fund our anticipated operations. If we are not successful in raising any needed capital, our business plan will fail.

The Basis of our Litigation

In the late 1980s, it was discovered that Mr. Lapides had pancreatic cancer. In researching possible treatments, Mr. Lapides discovered that Johns Hopkins Hospital had an experimental program for the treatment of pancreatic cancer.

As a result of the treatment of Mr. Lapides at Johns Hopkins Hospital, the board of trustees of The Cancer Foundation decided to donate $75,000,000 to Johns Hopkins Hospital and $5,000,000 to other research institutions for cancer research. This gift was to be made by The Cancer Foundation, Inc. which had been a family charity organization. The source of the funding by The Cancer Foundation was to be an $80,000,000 gift by the companies owned by Mr. Lapides, which turned out to be VR Holdings, Inc. With the destruction of VR Holdings by the actions allegedly taken by various parties as described below, Mr. Lapides no longer had the ability to make this contribution, and the intended contribution became a claim of The Cancer Foundation. The $80,000,000 claim plus interest of The Cancer Foundation was exchanged for shares of the common stock of VR Holdings, Inc. using the exchange rate of $4.47 of claim value for every share of VR Holdings common stock. The Cancer Foundation has no claim against VR Holdings and is no longer a party to the Illinois litigation.

The Cancer Foundation, Inc. v. Cerberus Capital Management, LP

This is a breach of contract case pending in the Circuit Court of Cook County, Illinois. MML, Transcolor, and Morton M. Lapides, Sr. (together, the “plaintiffs”) allege that Madeleine LLC, a subsidiary of Cerberus Capital Management, LP (“Madeleine”) and Gordon Brothers Capital Corp. (“Gordon Brothers”) (together, the “defendants”) breached a Comprehensive Settlement and Shareholders Agreement, dated April 11, 1997 (the “Shareholders Agreement”) by depriving the plaintiffs of the right to regain control of Winterland Concessions Company (“Winterland”). The plaintiffs allegedly have suffered substantial damages as a result of the alleged breach of the Shareholders Agreement. The Cancer Foundation was initially a plaintiff, but later withdrew, because the Court ruled that it had no standing to sue.

The plaintiffs initially filed suit on July 23, 2007 in the United States District Court for the Northern District of Illinois alleging federal-law claims for civil RICO and RICO conspiracy and state-law claims for fraudulent concealment, tortuous interference, civil conspiracy, and breach of contract. On April 4, 2008, the court dismissed the plaintiffs’ federal RICO claims as time barred and then declined to retain supplemental jurisdiction over the plaintiffs’ state-law claims. The court also dismissed the defendants’ Rule 11 claim. The plaintiffs filed a notice of appeal of the court’s decision on April 22, 2008. On March 19, 2009, the U.S. Court of Appeals for the Seventh Circuit affirmed the District Court’s decision. The Illinois state court action was filed on April 17, 2009.

The defendants filed a motion to dismiss the state court action on August 3, 2009. The plaintiffs filed an opposition brief on November 13, 2009. The defendants filed their reply on December 4, 2009. Oral argument was held on January 22, 2010. At the conclusion of argument, Judge Allen S. Goldberg dismissed the complaint on the grounds of res judicata. The plaintiffs filed a motion for reconsideration in which they argued that Judge Goldberg misapplied the doctrine of res judicata that the complaint should be reinstated and the case allowed to proceed. The defendants’ opposition brief was filed on April 12, 2010 and the plaintiff’s reply was filed on May 10, 2010. Oral argument on the motion for reconsideration was held on June 1, 2010, at which time Judge Goldberg denied the motion. MML and Lapides filed a notice of appeal on June 25, 2010 and their opening brief on November 5, 2010 with the Appellate Court of Illinois, First Judicial District. The defendants filed an opposition on December 5, 2010, as well as a cross appeal seeking a reversal of the trial judge’s order denying the defendants’ motion for attorneys’ fees. The plaintiffs filed a reply on January 14, 2011, and the defendants filed a reply on the attorneys’ fees issue on January 28, 2011.

On March 16, 2011, the Appellate Court, ordered the parties to brief the issue of whether the case should be transferred to California, New York or Maryland on the grounds of forum non conveniens because the case has more connections with those jurisdictions than it does with Illinois. After the parties briefed this issue, the Court issued an opinion on May 25, 2011 reversing the trial court’s decision dismissing the case and remanding the case back to the trial court. In its opinion, the Court declined to transfer the case to another state because the defendants refused to waive their statute of limitations defense. The Court reversed the trial court’s dismissal of the case on res judicata grounds, and rejected the defendants’ arguments on the statute of limitation and failure to state a claim. The Court also denied the defendants’ cross appeal for attorneys’ fees.

The Court of Appeals’ rulings constitute a complete reversal of Judge Goldberg’s dismissal of the complaint. On August 5, 2011, the Illinois Court of Appeals wrote to the Clerk of the Cook County Circuit Court stating that the mandate of the Appellate Court has been filed with the Cook County Circuit Court. In doing so, the case was returned to the trial court for further proceedings. At this juncture, the trial court has not taken any action to set a case schedule or take any other action as a result of the Appellate Court’s reversal of the trial court’s decision and the remand of the case to the trial. Neither Plaintiffs nor Defendants have asked the trial court to take any action as a result of the remand.

Now that the Illinois Court of Appeals has reversed Judge Goldberg’s dismissal, the case may move forward into the discovery phase where a number of issues will need to be explored. These issues include whether the defendants breached the Shareholders Agreement, whether the defendants’ actions damaged MML and Mr. Lapides, and the quantum of their damages. Expert testimony may be needed during the litigation. Either party may move for summary judgment at the conclusion of discovery. If there are any important remaining factual issues after summary judgment rulings, the case may then proceed to trial.

It is not possible to predict the ultimate resolution of the case.

On March 11, 2011, the Company filed a suit in Queen Anne’s County, Maryland against Marshall & Ilsley Trust Company and Venable L.L.P. for alleged civil conspiracy beginning in 1998 and continuing through November 2010, at which time the alleged conspirators abandoned their efforts. Marshall & Ilsley allegedly participated with the two lenders to Winterland Concessions Company, a previous subsidiary. The civil conspiracy expanded to damages through additional causes being tortuous aiding and abetting, breach of fiduciary duty, negligence, intentional misrepresentation, and negligent misrepresentation, resulting in damages to VR Holding’s subsidiaries and approximately 2,500 parties in the amount of $1.6 billion plus punitive damages and legal fees.

On May 25, 2011, the Illinois State Appellate Court ruled in VR Holdings' favor in regards to The Cancer Foundation, Inc. v. Cerberus Capital Management, LP litigation stating that there were no res judicata or statute of limitations problems, and in addition,

stated that "…the bankruptcy court in Maryland lacked jurisdiction to decide the contract claim at issue here." VR Holdings was advised that the defenses in the Maryland case were almost identical to the two items eliminated in the Illinois case. The same damages could not be collected twice. For that reason, and since Marshall & Ilsley is believed to be in financial difficulty, there was no reason to burden the court with this suit when a decision on the major defense issues were already ruled on in another suit and the Illinois decision questioned a Maryland court's authority. On advice of counsel, the case was withdrawn.

Following the May 2011 appellate victory, the action was returned to the Circuit Court in August 2011. Plaintiffs sought a scheduling conference in May 2012 and moved to reinstate the action under Illinois Rule 369. Defendants objected on the ground that the delay from August 2011 to May 2012 was excessive. The Circuit Court agreed and, by Order of August 3, 2012 denied the plaintiffs’ motion to reinstate the action known as Morton M. Lapides, Sr., MML, Inc. and VR Holdings, Inc. v. Cerberus Capital Management, LP., Madeleine, LLC, Gordon Brothers Group, Warren Feder and Stephen A. Feinberg, Circuit Court for Cook County Illinois, Docket No. 09 L 004607. The motion was denied “without prejudice to plaintiffs’ filing of a new, separate lawsuit.”

Under Illinois procedure, when a civil action is voluntarily or involuntarily dismissed without a ruling on the merits, the limitations period is tolled for a year to allow the filing of a new action. On August 3, 2012, plaintiffs filed a new action captioned VR Holdings, Inc. v. Cerberus Capital Management, LP., Madeleine, LLC, Gordon Brothers Group, Warren Feder and Stephen A. Feinberg, Circuit Court for Cook County Illinois, Docket No Docket No. 12 L 008718. Plaintiffs have also appealed the Order denying the denial of reinstatement in the 2009 action. The new action is stayed pending the resolution of the appeal.

There has been no progress concerning this litigation since the filing of the Company’s 10-K for the year ended September 30, 2012. Neither VR Holdings, Inc. nor counsel offers any guaranty regarding the outcome of the pending litigation.

NOTE 9 – SUBSEQUENT EVENT

VR Holdings, Inc., MML, Inc. and Morton Lapides, Sr. have retained several different law firms for various phases of the litigation. Until January 2013, plaintiffs have funded the cost associated with this legal effort. On January 8, 2013, plaintiffs entered into a contingent fee agreement with the law firms Fishman, Haygood, Phelps, Walmsley, Willis & Swanson, LLP. Jones, Swanson, Huddell & Garrison, LLC , and Rose Legal Advocates, P.C. Under the terms of the Agreement, new counsel will provide legal services and will advance the costs and expenses of litigation in exchange for a percentage of the proceeds of the litigation. This group of attorneys will receive a share of the gross proceeds equal to 40% if the case is settled before trial and 45% if settled after the trial begins. The availability of contingent fee counsel who are willing and able to advance expenses for this legal action places VR Holdings in a stronger position to continue pursuing the action going forward.

Concurrent with the entering in to the new continent agreement noted in the above paragraph, plaintiffs terminated its prior group of attorneys in accordance with their Representation Agreement. At the date of termination, these attorneys were owed a total of $104,564 based upon their agreed to hourly rates. In addition, these attorneys are eligible for an addition Contingence Fee based on the hours reasonably billed by terminated attorneys prior to termination as a proportion of total hours billed by all counsel through the date Recovery is received. VR Holdings, Inc. is currently not in a position to pay the terminated attorneys the amounts of fees due but has issued, individually, two of the three attorneys’ shares of common stock of VR Holdings, Inc. The total number of shares issued the two attorneys is 1,200,000, and the funds generated when these shares are sold are to be applied against the balance due each attorney, respectfully.

Neither VR Holdings, Inc. nor counsel offers any guaranty regarding the outcome of the pending litigation.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

THE FOLLOWING DISCUSSION SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED IN THE FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS REPORT ON FORM 10-Q.

The following discussion reflects our plan of operation. This discussion should be read in conjunction with the financial statements which are included in this Report. This discussion contains forward-looking statements, including statements regarding our expected financial position, business and financing plans. These statements involve risks and uncertainties. Our actual results could differ materially from the results described in or implied by these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Report.

VR Holdings, Inc.

Since the business previously operated by VR Holdings before the filing of our registration statement with the SEC on May 17, 2010, no longer has any relevance, the discussion which immediately follows relates primarily to our proposed business of investing in litigation and arbitration cases, claims and disputes. The discussion of our wholly-owned subsidiary, Litigation Dynamics follows below the discussion pertaining to VR Holdings. Therefore, unless the context otherwise suggests, “we,” “our,” “us,” and similar terms, as well as references to “VR Holdings or Litigation Dynamics,” all refer to VR Holdings or Litigation Dynamics as of the date of this Report.

If we are successful in our litigation effort in The Cancer Foundation, Inc. v. Cerberus Capital Management, LP, more fully discussed below, our business going forward is expected to consist of a strategy to build a diversified portfolio of investments in various legal claims and to provide our stockholders with an attractive level of capital growth through investing directly and indirectly in litigation and arbitration cases, claims and disputes.

The primary function of VR Holdings will be to invest directly and indirectly in litigation and arbitration cases, claims and disputes. We hope to provide the capital for our intended business plan through the proceeds which we may receive in The Cancer Foundation, Inc. v. Cerberus Capital Management, LP litigation described in this Report. However, if we are not successful in that litigation, we still intend to pursue our business plan, and if necessary raise whatever funds we may need by means of a debt or equity offering. At the time of this Report, we are currently offering through a private placement shares of our common stock in order to raise needed capital.

It should be clearly understood that we will not be able to commence our proposed business, unless and until we are successful in The Cancer Foundation, Inc. v. Cerberus Capital Management, LP litigation, or we raise additional funds by means of a debt or equity offering. We will explore whatever capital-raising steps which seem most likely to produce the capital we need to finance our litigation and to fund our proposed business going forward. We have not yet made any decision on what capital-raising steps we might take, but expect to make that decision once we know the outcome of The Cancer Foundation, Inc. v. Cerberus Capital Management, LP litigation. At the time of this Report, we are currently offering through a private placement shares of our common stock in order to raise needed capital. In the future, we may raise additional capital though equity or debt offerings.

Additionally, one of the effects of the exchange of claims with the claimants as described in this Report is to extinguish any claim against Mr. Lapides for which he has been held personally liable in Cause No. 98-6-5483-JS, In re Transcolor Corporation, Debtor, National City Bank of Minneapolis, Plaintiff vs. Morton M. Lapides, Sr., et al., Defendants , in the United States Bankruptcy Court for the District of Maryland. In the Maryland litigation, Mr. Lapides was found to be personably liable for $7,000,000, plus interest. See the registration statement filed by VR Holdings with the SEC which became effective on May 11, 2011, and which is expressly incorporated in this Report by reference.

If we are not successful in our litigation in The Cancer Foundation, Inc. v. Cerberus Capital Management, LP, the amount owed by Mr. Lapides will not be paid by VR Holdings. As stated below, VR Holdings does not have any legal obligation to offer any of its shares to any of the below described claimants, but we wish to do so to resolve potential claims against us so that we can move forward with the expectation that our past liabilities, both asserted and unasserted, have been extinguished.

The Cancer Foundation, Inc. v. Cerberus Capital Management, LP

MML, Inc. is a plaintiff in an Illinois State court suit, see The Cancer Foundation, Inc. v. Cerberus Capital Management, LP , and if successful, although not legally liable, plans to distribute on a percentage basis the proceeds from this suit to all claimants including its parent, VR Holdings. The claimants accepting this exchange will have their claims transferred to VR Holdings. See the registration statement filed by VR Holdings with the SEC which became effective on May 11, 2011, and which is expressly incorporated in this Report by reference. The suit was filed in state court on April 17, 2009 by The Cancer Foundation, Inc. and others plaintiffs against Cerberus Capital Management, L.P. and other defendants after a suit based on similar facts was dismissed in the United States District Court for the Northern District of Illinois and the dismissal affirmed by the United States Court of Appeals for the Seventh Circuit. If the state court action is not successful, there will be no recovery of damages and no proceeds will be available for distribution to the claimants. MML, Inc., Morton M. Lapides, Sr. and Transcolor were also plaintiffs in the federal and state lawsuits. We voluntarily agreed to dismiss The Cancer Foundation and Transcolor as plaintiffs because they lacked standing.

The defendants filed a motion to dismiss the state court action on August 3, 2009. The plaintiffs filed an opposition brief on November 13, 2009. The defendants filed their reply on December 4, 2009. Oral argument was held on January 22, 2010. At the conclusion of argument, Judge Allen S. Goldberg dismissed the complaint on the grounds of res judicata . The plaintiffs filed a motion for reconsideration in which they argued that Judge Goldberg misapplied the doctrine of res judicata that the complaint should be reinstated and the case allowed to proceed. The defendants’ opposition brief was filed on April 12, 2010 and the plaintiff’s reply was filed on May 10, 2010. Oral argument on the motion for reconsideration was held on June 1, 2010, at which time Judge Goldberg denied the motion. MML and Lapides filed a notice of appeal on June 25, 2010 and their opening brief on November 5, 2010 with the Appellate Court of Illinois, First Judicial District. The defendants filed an opposition on December 5, 2010, as well as a cross appeal seeking a reversal of the trial judge’s order denying the defendants’ motion for attorneys’ fees. The plaintiffs filed a reply on January 14, 2011, and the defendants filed a reply on the attorneys’ fees issue on January 28, 2011.

On March 16, 2011, the Appellate Court, on its own initiative, ordered the parties to brief the issue of whether the case should be transferred to California, New York or Maryland on the grounds of forum non conveniens because the case has more connections with those jurisdictions than it does with Illinois. After the parties briefed this issue, the Court issued an opinion on May 25, 2011 reversing the trial court’s decision dismissing the case and remanding the case back to the trial court. In its opinion, the Court declined to transfer the case to another state because the defendants refused to waive their statute of limitations defense. The Court reversed the trial court’s dismissal of the case on res judicata grounds, and rejected the defendants’ arguments on the statute of limitation and failure to state a claim. The Court also denied the defendants’ cross appeal for attorneys’ fees.

The Court of Appeals’ rulings constitute a complete reversal of Judge Goldberg’s dismissal of the complaint. On August 5, 2011, the Illinois Court of Appeals wrote to the Clerk of the Cook County Circuit Court stating that the mandate of the Appellate Court has been filed with the Cook County Circuit Court. In doing so, the case was returned to the trial court for further proceedings. At this juncture, the trial court has not taken any action to set a case schedule or take any other action as a result of the Appellate Court’s reversal of the trial court’s decision and the remand of the case to the trial. Neither the plaintiffs nor the defendants have asked the trial court to take any action as a result of the remand.

It is not possible to predict the ultimate resolution of the case.

VR Holdings, Inc. v. Marshall & Ilsley Trust Company and Venable L.L.P.

As discussed above, on March 11, 2011, VR Holdings filed a suit in Queen Anne’s County, Maryland against Marshall & Ilsley Trust Company and Venable L.L.P. for alleged civil conspiracy beginning in 1998 and continuing through November 2010, at which time the alleged conspirators abandoned their efforts. Marshall & Ilsley allegedly participated with the two lenders to Winterland Concessions Company, a previous subsidiary of VR Holdings. The civil conspiracy expanded to damages through additional causes being tortious aiding and abetting, breach of fiduciary duty, negligence, intentional misrepresentation, and negligent misrepresentation, resulting in damages to VR Holding’s subsidiaries and approximately 2,500 parties in the amount of $1.6 billion plus punitive damages and legal fees.

On May 25, 2011, the Illinois State Appellate Court ruled in VR Holdings’ favor in regards to The Cancer Foundation, Inc. v. Cerberus Capital Management, LP litigation stating that there were no res judicata or statute of limitations problems, and in addition, stated that “… the bankruptcy court in Maryland lacked jurisdiction to decide the contract claim at issue here.” VR Holdings was advised that the defenses in the Maryland case were almost identical to the two items eliminated in the Illinois case. The same damages could not be collected twice. For that reason, and since Marshall & Ilsley is believed to be in financial difficulty, there was no reason to burden the Court with this suit when a decision on the major defense issues were already ruled on in another suit and the Illinois decision questioned a Maryland court’s authority. On the advice of counsel, the case was withdrawn.

Our attorneys in the Marshall & Ilsley and Venable litigation were Frame & Frame, Robert B. Morris, and Barry L. Dahne, one of the trustees of The Cancer Foundation, and one of our major stockholders. In consideration for their services rendered, we have issued 7,000,000 shares of our common stock to each of Frame & Frame, and Messrs. Morris and Dahne. Mr. Morris has since died and his shares were cancelled and returned to VR Holdings. We registered the 7,000,000 shares issued to Frame & Frame and 5,000,000 of the 7,000,000 shares issued to Mr. Dahne by means of a registration statement. Each of Frame & Frame and Mr. Dahne are listed as selling stockholders in the registration statement.

If The Cancer Foundation, Inc. v. Cerberus Capital Management, LP litigation is unsuccessful, we will have to raise funds in some manner to be determined at a later time, in order to continue our VR Holdings business plan, or revise the proposed business model as it now stands. At the time of this Report, we are currently offering through a private placement shares of our common stock in order to raise needed capital. In the future, we may raise additional capital though equity or debt offerings.

It should be clearly understood that we will not be able to commence our proposed VR Holdings business, unless and until we are successful in The Cancer Foundation, Inc. v. Cerberus Capital Management, LP litigation, or we raise additional funds by means of a debt or equity offering. We will explore whatever capital-raising steps which seem most likely to produce the capital we need to finance our litigation and to fund our proposed business going forward. At the time of this Report, we are currently offering through a private placement shares of our common stock in order to raise needed capital. In the future, we may raise additional capital though equity or debt offerings. If we are not successful in our litigation efforts or cannot raise needed funds, our proposed business will most likely fail.

Recent Transactions

In January 2012, the Company entered into an agreement with Litigation Dynamics, Inc. to have Litigation Dynamics, Inc. merge into VR Holdings, Inc. for a consideration of 17,500,000 common shares of VR Holdings, Inc. plus additional shares of VR Holdings, Inc., up to 20,000,000 shares, based upon the revenue volume of Litigation Dynamics, Inc. over the next five years. On September 24, 2012, a second agreement was signed by VR Holdings, Inc. and Litigation Dynamics, Inc. where by it was agreed that Litigation Dynamics, Inc. would be spun off as a separate company and that the total number of shares issued to the shareholder of Litigation Dynamics, Inc. would be reduced to 10,250,000 net of 3,000,000 shares which would be used in exchange for $300,000 of notes payable by Litigation Dynamics, Inc., and 1,500,000 shares due CapNet Security Corporation under a separate agreement signed by VR Holdings, Inc. As part of the reevaluation of the acquisition, of Litigation Dynamics, $63,660 of Notes Receivable were written off as bad debt expense for the year ended September 30, 2012.

In additions to the reduction in common shares that VR Holdings, Inc. issued, VR Holdings, Inc. received $30,000 in cash which was paid $20,000 in September 2012 and $10,000 in October 2012. The exchange rate for the shareholders of VR Holdings, Inc. to be received when Litigation Dynamics is spun-off is one share of the new company, Litigation Dynamics, Inc. for every 100 shares of VR Holdings, Inc. owned at the time of the spin-off. The control group of VR Holdings, Inc. who own approximately 93.8 % of VR Holdings, Inc. common shares will receive 1 share of Litigation Dynamics, Inc. For every 200 shares they own of VR Holdings, Inc. at the time of the spin-off.

As a result of entering into the Separation Agreement, the operations of Litigation Dynamics, Inc. have been classified as Discontinued Operations on the Statement of Operations, and the assets and liabilities of Litigation Dynamics, Inc. have been segregated on the Company Balance Sheet as hailed for sale..

As note in NOTE 4 – DISCONTINUED OPERATIONS, Litigations Dynamics, Inc. utilized 3,000,000 shares of the common stock that it received from VR Holdings, Inc. for the merger in exchange for $300,000 of debt plus $76,182 of accrued interest. To determine the value of the 3,000,000 shares of VR Holdings, Inc. common stock issued in the exchange for this debt (Notes Payable), the Company utilized the fair value of the stock price on the date of conversion. This approach determined that the value of the 3,000,000 shares of common stock was $1,539,997. After deducting the value of the debt and the accrued interest,

Litigation Dynamics, Inc. lost $1,153,815 on the exchange, and this loss was recorded as a charge to the Statement of Operations during the year ended September 30, 2012.

On May 23, 2012, VR Holdings, Inc. sign a $50,000 note with an investment group to generate additional funding. The note has an annual interest rate of 10% payable quarterly with the first payment date on August 23, 2012 with interest being accrued monthly. As a condition of the Separation Agreement between VR Holdings, Inc. and Litigation Dynamics, this note was transferred to Litigation Dynamics, Inc. and the responsibility for making interest and principals payments was transferred to Litigation Dynamics, Inc. with no recourse to VR Holdings, Inc. The note holder has agreed to these conditions.

Results of Operations

Three Months Ended December 31, 2011 Compared to Three Months Ended December 31, 2010.

Revenues. The Company had revenues for the three months ended December 31, 2012 of $30,544 which has been reclassified as Discontinued Operations in the December 31, 2012 financials statements and had no revenue for the three months ended December 31, 2011. The increase in revenue in 2012 was due to the acquisition of Litigation Dynamics, Inc. which sells computer software for litigation support. VR Holdings, Inc. and Litigation Dynamics, Inc. signed a Separation Agreement on September 24, 2012 which provided for the spin-off of Litigation Dynamics, Inc. and as such the revenue has been reclassified as Discontinued Operations in the Company’s financial statements. See NOTE -4- DISCONTINUED OPERATIONS for additional information. .

General and Administrative Expenses. Our general and administrative expenses decreased from $43,161 in 2011 to $15,486 in 2012. This decrease was primarily the result of a decrease in professional fees incurred as in 2011where these fees were incurred connection with the acquisition of Litigation Dynamics, Inc.

Net Loss. Our net loss decreased to $31,327 in 2012 from $43,161 in 2011 as the result of the decrease in acquisition costs associated with the Litigation Dynamics, Inc. acquisition.

Liquidity and Capital Resources

The directors of The Cancer Foundation have agreed that The Cancer Foundation would advance money to VR Holdings to be used to pay legal and audit expenses associated with the legal action taken by VR Holdings against our lender group. As a charitable foundation, The Cancer Foundation determined that it was in the best interests of the foundation to attempt to recover gifts that were made to it but not received. The Cancer Foundation believes that this is the best way for it to recover the $80,000,000 donation that it would have received from VR Holdings had the lender group of VR Holdings not taken actions that caused VR Holdings to lose its value. However, it should be understood that even though VR Holdings desired to make the proposed $80,000,000 gift to The Cancer Foundation, the foundation had no legal claim to the money and we were not contractually obligated to make the gift. In addition, The Cancer Foundation determined that it was in the best interests of the foundation to exchange its claim against the lender group for shares of VR Holdings and to pay legal bills and audit expenses of VR Holdings. There is no formal agreement between VR Holdings and The Cancer Foundation concerning the payment of legal and audit expenses of VR Holdings, Inc. by The Cancer Foundation. However, The Cancer Foundation may continue to pay bills associated with the current litigation, as funds become available to The Cancer Foundation, but there is no obligation to do so or assurance that funds will be provided.

The Cancer Foundation has paid our expenses for the periods indicated were as follows:



Period	Amount
Year ended September 30, 2008	$15,000
Year ended September 30, 2009	$19,567
Year ended September 30, 2010	$116,961
Year ended September 30, 2011	$15,216
Year ended September 30, 2012	$1,836
Three months ended December 31, 2012	$0

Funds were provided to The Cancer Foundation for the periods indicated by investors who purchased shares of our common stock owned by The Cancer Foundation, as follows:



Stockholder	Shares Purchased	Date Purchased	Amount Paid
Edwin C. Fulton	300,000	10/23/2009	$30,000
Vivek Sood	50,000	10/23/2009	5,000
Chris Urban	100,000	3/15/2010	10,000
Total	450,000		$45,000

Our primary source of liquidity has been expenses paid by The Cancer Foundation, which were primarily legal and accounting fees. As of December 31, 2012, we had $69 in cash and cash equivalents plus $1,101 of cash and cash equivalents included in assets held for sale. We have no obligation to repay The Cancer Foundation for any funds advanced on our behalf and there are no agreements reflecting that we have any such obligation.

As of December 31, 2012, we had outstanding liabilities of $540,781, which is payable within 12 months. There are no interest, penalties or fines accruing on the past due amounts. We are attempting to obtain funds from the successful conclusion of our lawsuit. In the event that we are unsuccessful in our litigation or the litigation continues for an extensive period, we would be required to raise additional equity capital. At the time of this Report, we are currently offering through a private placement shares of our common stock in order to raise needed capital. In the future, we may raise additional capital though equity or debt offerings.

Seasonality

Our proposed business is not subject to seasonality.

Impact of Inflation

General inflation in the economy has driven the operating expenses of many businesses higher. We will continuously seek methods of reducing costs and streamlining operations while maximizing efficiency through improved internal operating procedures and controls. While we are subject to inflation as described above, our management believes that inflation currently does not have a material effect on our operating results. However, inflation may become a factor in the future.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires us to make judgments, assumptions and estimates that affect the amounts reported. Note 1 of Notes to Financial Statements describes the significant accounting policies used in the preparation of the financial statements. Certain of these significant accounting policies are considered to be critical accounting policies, as defined below.

A critical accounting policy is defined as one that is both material to the presentation of our financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on our financial condition or results of operations. Specifically, critical accounting estimates have the following attributes:

We are required to make assumptions about matters that are highly uncertain at the time of the estimate; and

Different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on our financial condition or results of operations.

Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. These changes have historically been minor and have been included in the consolidated financial statements as soon as they became known. Based on a critical assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that our financial statements are fairly stated in accordance with accounting principles generally accepted in the United States, and present a meaningful presentation of our financial condition and results of operations.

In preparing our financial statements to conform to accounting principles generally accepted in the United States, we make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. These estimates include useful lives for fixed assets for depreciation calculations and assumptions for valuing options and warrants. Actual results could differ from these estimates.

Financing Activities

We plan to fund our proposed operations from some or all of our litigation efforts. If we are unsuccessful in our litigation, we will have to raise capital by means of borrowings or the sale of shares of our common stock. At the time of this Report, we are currently offering through a private placement shares of our common stock in order to raise needed capital. In the future, we may raise additional capital though equity or debt offerings. At present, we do not have any commitments with respect to future financings. If we are unable to raise the capital we need to finance our business, including the proposed business of Litigation Dynamics going forward, and our litigation is unsuccessful, our proposed business will likely fail.

At present, we do not have sufficient capital on hand to fund our proposed operations for the next 12 months. We estimate that we will need at least $400,000 to fund our operations over the next 12 months in addition to repaying or refinancing $300,000 of debt for Litigation Dynamics. These operating funds will be spent to fund the current ligation that has been filed and to pay our operating expenses. Recently, The Cancer Foundation, Inc., a charitable foundation established in 1968 by the uncles and father of Mr. Morton M. Lapides, Sr., who along with his wife are the controlling stockholders of Deohge Corp., our majority stockholder, has made capital contributions of money to pay most of our current operating expenses. However, we cannot continue to rely upon any future funding from The Cancer Foundation, Inc.

The Cancer Foundation has paid our expenses for the periods indicated were as follows:



Period	Amount
Year ended September 30, 2008	$15,000
Year ended September 30, 2009	$19,567
Year ended September 30, 2010	$116,961
Year ended September 30, 2011	$15,216
Year ended September 30, 2012	$ 1,836
Three months ended December 31. 2012	$0

Funds were provided to The Cancer Foundation for the periods indicated by investors who purchased shares of our common stock owned by The Cancer Foundation, as follows:



Stockholder	Shares Purchased	Date Purchased	Amount Paid
Edwin C. Fulton	300,000	10/23/2009	$30,000
Vivek Sood	50,000	10/23/2009	5,000
Chris Urban	100,000	3/15/2010	10,000
Total	450,000		$45,000

VR Holdings Needs To Hire Specialized Personnel

Although we are committed to the continued development and growth of our business, we will need to engage specialized key personnel, such as underwriters and legal personnel, to assess risks of investing in lawsuits and to assist VR Holdings in the execution of our business model, inasmuch as John E. Baker, our chief executive officer, does not possess the requisite level of expertise to perform such functions. Further, Mr. Baker will not devote his entire working efforts to our business, since he is currently employed as chief financial officer and treasurer of Inware Technologies, Inc. It is possible that we will not be able to locate and hire such specialized personnel on acceptable terms.

Litigation Dynamics Needs To Hire Specialized Personnel

Although we are committed to the continued development and growth of our business, we will need to engage specialized key personnel, such as experienced litigation support professionals, paralegals, and IT professionals to assist Litigation Dynamics in the execution of our business model. It is possible that we will not be able to locate and hire such specialized personnel on acceptable terms.

Quantitative and Qualitative Disclosures About Market Risk

We conduct all of our transactions in U.S. dollars. We are therefore not directly subject to the risks of foreign currency fluctuations and do not hedge or otherwise deal in currency instruments in an attempt to minimize such risks.

Recently Issued Accounting Pronouncements

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

There has been no material change in our market risks since the end of the fiscal year 2012.

Item 4. Controls and Procedures.

See Item 4(T) below.

Item 4(T). Controls and Procedures.

The term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a, et seq. ) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of inherent limitations in all control systems, internal control over financial reporting may not prevent or detect misstatements, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the registrant have been detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Evaluation of Disclosure and Controls and Procedures. Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. The evaluation was undertaken in consultation with our accounting personnel. Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective at December 31, 2012 due to the lack of accounting personnel. We intend to hire additional employees when we obtain sufficient capital.

Changes in Internal Controls over Financial Reporting. There were no changes in the internal controls over our financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

See Item 2, above.

Item 1A. Risk Factors.

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None that have not already been reported.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

On February 13, 2013, the Company filed Form12b-25(b) reflecting its inability to file Form 10-Q on timely basis. Subsequently, the Company was able to secure a loan in the amount of $7,500 from a related party of the Company to pay professional fees associated with filing this Form 10-Q.

Item 6. Exhibits.



Exhibit No.	Identification of Exhibit
31.1*	Amended Certification of John E. Baker, Chief Executive Officer of VR Holdings, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
31.2*	Amended Certification of John E. Baker, Chief Financial Officer and Principal Accounting Officer of VR Holdings, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
32.1*	Amended Certification of John E. Baker, Chief Executive Officer of VR Holdings, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
32.2*	Amended Certification of John E. Baker, Chief Financial Officer and Principal Accounting Officer of VR Holdings, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	XBRL Taxonomy Extension Deflinition Linkbase
101.LAB*	XBRL Taxonomy Extension Label Linkbase
101.PRE*	XBRL Taxonomy Extension Presenataion Linkbase

*Filed herewith.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.

VR HOLDINGS, INC.

Date: March 25, 2013.

By /s/ John E. Baker

John E. Baker, Chief Executive Officer

By /s/ John E. Baker

John E. Baker, Chief Financial Officer and Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Signature	Title	Date
/s/ John E. Baker	Chief Executive Officer and Director	March 25, 2013
/s/ John E. Baker	Chief Financial Officer, Principal Accounting Officer, and Director	March 25, 2013

VR Holdings, Inc. - FORM 10-Q/A - March 25, 2013

Attached files

VR Holdings, Inc. Reports