SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

____________________________________________________

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, ~~2012~~2013.

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _________________.

Commission File No. 333-166884

VR HOLDINGS, ~~INC~~Inc. ~~(Exact name of issuer as specified in its charter)~~

Delaware	52-2130901
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1615 Chester Road, Chester, Maryland	21619
(Address of principal executive offices)	(Zip Code)

(Exact name of issuer as specified in its charter)

Registrant’s telephone number, including area code: (443) 519-0129

Delaware	52-2130901
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1615 Chester Road, Chester, Maryland	21619
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (443) 519-0129

Securities registered under Section 12(b) of the Exchange Act:		None

Securities registered under Section 12(g) of the Exchange Act:		Common stock, par value $0.000001 per share
		(Title of class)

Securities registered under Section 12(b) of the Exchange Act:	None
Securities registered under Section 12(g) of the Exchange Act:	Common stock, par value $0.000001 per share
	(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

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 [ ] No [X]

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 [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [X] No [ ]

Table of Contents

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:

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 ]

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant on March 31, ~~2012~~2013 (based on the closing sale price of $0.51 per share of the registrant’s common stock, as reported on the Over the Counter ~~Bulletin~~Markets ~~Board~~Group OTCQB on that date) was approximately $3724,~~329~~579,605. Common stock held by each officer and director and by each person known to the registrant to own five percent or more of the outstanding common stock has been excluded in that those persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. At ~~December~~January 31, ~~2012~~2014, the registrant had outstanding 448,039,037 shares of common stock, par value $0.000001 per share.

iiTable of Contents

~~TABLE~~Table of ~~OF CONTENTS~~Contents

PART I		Page
Item 1.	Business.		1
Item 1.	Business	2
Item 1A.	Risk Factors.		7
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments.		7
Item 1B.	Unresolved Staff Comments	12
Item 2.	Properties.		7
Item 2.	Properties	12
Item 3.	Business - Legal Proceedings.		7
Item 3	Legal Proceedings	12
Item 4.	Mine Safety Disclosure.		8
Item 4.	Mine Safety Disclosures	18
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.		9
PART II
Item 6.	Selected Financial Data.		9
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	18
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		10
Item 6.	Selected Financial Data	19
Item 8.	Financial Statements and Supplementary Data.		17
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.		17
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 9A.	Controls and Procedures.		18
Item 8.	Financial Statements and Supplementary Data	32
Item 9A(T).	Controls and Procedures.		18
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	32
Item 9B.	Other Information.		19
Item 9A.	Controls and Procedures	32
Item 10.	Directors, Executive Officers and Corporate Governance.		20
Item 9B.	Other Information	33
Item 11.	Executive Compensation.		24
PART III
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.		27
Item 10.	Directors, Executive Officers and Corporate Governance	33
Item 13.	Certain Relationships and Related Transactions and Director Independence.		29
Item 11.	Executive Compensation	40
Item 14.	Principal Accounting Fees and Services.		29
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	43
Item 15.	Exhibits, Financial Statement Schedules.		30
Item 13.	Certain Relationships and Related Transactions, and Director Independence	45
Item 14.	Principal Accounting Fees and Services	45
Item 15.	Exhibits, Financial Statement Schedules	46
	Signatures	47

1 Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

In light of the risks and uncertainties inherent in all projected operational matters, the inclusion of forward-looking statements in this Form 10-K should not be regarded as a representation by us or any other person that any of our objectives or plans will be achieved or that any of our operating expectations will be realized. Our revenues and results of operations are difficult to forecast and could differ materially from those projected in the forward-looking statements contained in this Form 10-K as a result of certain risks and uncertainties including, but not limited to, our business reliance on third parties to provide us with technology, our ability to integrate and manage acquired technology, assets, companies and personnel, changes in market condition, the volatile and intensely competitive environment in the business sectors in which we operate, rapid technological change, and our dependence on key and scarce employees in a competitive market for skilled personnel. These factors should not be considered exhaustive; we undertake no obligation to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

PART I

Except for historical information, this Report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. The revenues of VR Holdings, Inc. and results of operations of VR Holdings, Inc. are difficult to forecast and could differ materially from those projected in the forward-looking statements contained in this Form 10-K as a result of certain risks, and uncertainties including, but not limited to, our business reliance on third parties to provide us with technology, our ability to integrate and manage acquired technology, assets, companies and personnel, changes in market condition, the volatile and intensely competitive environment in the business sectors in which we operate, rapid technological change, and our dependence on key and scarce employees in a competitive market for skilled personnel. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances taking place after the date of this document.

Item 1. Business.

~~Except~~Company ~~as otherwise indicated by the context, references in this Report to “we,” “us,” “our,” the “company” or “VR Holdings” are to the business of VR Holdings.~~Overview

VR Holdings, Inc., a Delaware corporation, was incorporated in 1998 to be the parent company of a group of entities owned by MML, Inc. which then was in turn controlled by Morton M. Lapides, Sr. and his family. The companies included in this consolidation were MML, Inc., Transcolor Corp., Valley Rivet Company, Alleco, Inc. and Allegheny Pepsi Cola Bottling Company. VR Holdings, Inc. itself has never had any operations or employees but acted as a holding company only. Except as otherwise indicated by the context, references in this Report to “we,” “us,” “our,” the “company” or “VR Holdings” are to the business of VR Holdings.

~~During~~Until ~~the period from 2003 to 2006~~recently, ~~through~~VR anHoldings ~~investigation by~~was ~~The~~composed of ~~Cancer~~two ~~Foundation,~~primary ~~Inc~~interests., aOn ~~charitable~~the ~~foundation~~one ~~resulting~~hand, ~~from~~ the ~~merger~~business ~~in 2006~~ of ~~the~~its ~~Lapides~~wholly-owned ~~Brothers Foundation~~subsidiary, ~~founded~~Litigation byDynamics, ~~the uncles and father of Mr~~Inc. ~~Morton M. Lapides~~, ~~Sr.~~a inTexas ~~1968~~corporation (“Litigation Dynamics”) and ~~Citizens~~on ~~For~~the aother ~~Cancer Free America~~hand, ~~along~~our ~~with~~interest ~~Mr.~~in ~~Lapides~~a ~~Sr.,~~litigation iteffort ~~was~~contained ~~determined~~in by The Cancer Foundation, Inc. ~~and~~v. ~~others~~Cerberus ~~that~~Capital ~~certain lenders~~Management, ~~through alleged illegal practices~~LP, ~~had~~more ~~taken~~fully ~~advantage~~discussed of Mr. Lapides Sr. and other creditors and stockholders of VR Holdings to gain control of a certain operating subsidiary while Mr. Lapides was undergoing treatment for life threatening pancreatic cancer. These alleged illegal practices resulted in VR“Business ~~Holdings~~– ~~losing~~Legal ~~control of various operating subsidiaries and allegedly ultimately causing VR Holdings to lose an estimated $1~~Proceedings.6 billion associated with these operations. As a result, it was decided by the stockholders of VR Holdings to reorganize the ownership of the company and to file a law suit against the lenders and related parties to recover the damages caused by the lender’s alleged illegal activities.”

IfAs wean ~~are~~extension ~~successful~~of inthe ~~our~~ litigation effort in The Cancer Foundation, Inc. v. Cerberus Capital Management, LP, ~~more~~the ~~fully~~intended ~~discussed in “Business – Legal Proceedings,” our~~ business going forward iswas 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 source of capital of the operations for the VR Holdings business plan was largely predicated upon the receipt of proceeds which we may receive in The Cancer Foundation, Inc. v. Cerberus Capital Management, LP litigation described in this Report. However, as a result of the lengthy process of administering justice through the legal system, we have decided to move away from the proposed strategy of investing in various litigation and arbitration cases, claims and disputes. Instead, we are going to recast our business to focus on a diversified portfolio of operating businesses in the areas of environmental technologies and the procurement of technical and industrial products to provide our stockholders with attractive opportunities for capital growth through the merger and acquisition of specific operating entities. See “~~Business~~The –Plan ~~Financing~~of ~~Litigation~~Acquisition.”

~~Going~~Table ~~forward, the primary operating function~~ of VRContents 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 VR Holdings 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. It should be clearly understood that we will not be able to commence the proposed business of VR Holdings, 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 the proposed business of VR Holdings 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. 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. There is no assurance that we will be successful in our litigation or in raising additional capital.1

~~Additionally~~ Moreover, ~~one~~as of the ~~effects~~date of ~~the~~this ~~exchange~~Report, ofwe ~~claims~~have ~~with~~decided ~~the~~to discontinue ~~claimants as described in~~ our ~~registration~~efforts ~~statement filed~~ with ~~the~~respect ~~SEC is~~ to ~~extinguish~~Litigation ~~any claim against Mr. Lapides for which he has been held personally liable in Cause No. 98-6-5483-JS~~Dynamics, Inas rediscussed ~~Transcolor Corporation~~below, ~~Debtor,~~although ~~National~~we ~~City~~will ~~Bank~~continue ofwith ~~Minneapolis,~~our ~~Plaintiff~~litigation efforts ~~vs.~~in ~~Morton~~The M.Cancer ~~Lapides~~Foundation, SrInc., ~~et al~~v., ~~Defendants,~~Cerberus in the United States Bankruptcy Court for the District of Maryland. 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. See also Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital ~~Resources.” In the Maryland litigation~~Management, MrLP. ~~Lapides was found to be personably liable for $7,000,000, plus interest.~~

IfSeparation weof ~~are~~Litigation ~~not successful in our litigation in The Cancer Foundation~~Dynamics, Inc. v. Cerberus Capital Management, LPI, the amount owed by Mr. Lapides will not be paid by VR Holdings. VR Holdings does not have any legal obligation to offer any of its shares to any of the below described claimants. However, 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.

On ~~January~~November 2021, ~~2012~~2011, VR Holdings and its wholly-owned subsidiary, ~~Inc.~~VRH ~~merged~~Merger ~~with~~Sub, ~~Litigation~~a ~~Dynamics~~Texas corporation (the “Subsidiary”), ~~Inc.~~ and Litigation Dynamics, Inc., a isTexas ~~involved~~corporation in(“Litigation ~~the~~Dynamics”) ~~selling~~executed a Plan and Agreement of ~~litigation~~Triangular ~~software~~Merger ~~which~~(the ~~supports~~“Plan ~~attorneys~~of Merger”), ~~and~~whereby ~~other~~Litigation ~~organizations~~Dynamics inwas merged into the ~~discovery~~Subsidiary ~~phase~~(the of“Merger”). As a ~~legal~~result ~~action to~~of ~~assist~~the ~~attorneys~~Merger, the inLitigation ~~preparing~~Dynamics ~~their~~Shareholder ~~legal~~received ~~cases~~shares orof ~~actions~~the ~~for~~common ~~trail~~stock ~~and~~of /the orregistrant, ~~settlement~~par value $0. In000001 ~~addition,~~per ~~Litigation~~share ~~Dynamics,~~(the “VR ~~Inc.~~Holdings ~~provides~~Common ~~general~~Stock”) ~~consulting~~in ~~services~~exchange ~~relating~~for toall of his shares of the ~~use~~common stock of ~~its~~Litigation ~~software~~Dynamics, par value $0.01 ~~During~~per share (the ~~discovery~~“Litigation ~~phase~~Dynamics ofCommon aStock”). ~~legal~~The ~~suit.~~Merger was closed on January 20, 2012 (the “Effective Date”).

2The Merger and its related transactions were approved by the holders of a requisite number of shares of Litigation Dynamics Common Stock, and Subsidiary Common Stock.

OnThe ~~September~~Merger ~~24, 2012, a Separation Agreement~~ was ~~signed~~adopted bypursuant ~~VR Holdings, Inc., Litigation Dynamics, Inc, and CapNet Securities Corporations whereby Litigation Dynamics, Inc. would be distributed~~ to the provisions ~~stockholders~~ of VRArticle ~~Holdings, Inc~~5. ~~This distribution would become effective as soon as VR Holdings~~01, ~~Inc.~~et ~~filed an S-1 Registration Statement with the SEC, and the filing was declared effective by the SEC~~seq. ~~This Registration Statement is to be prepared by Litigation Dynamics~~, ~~Inc. When the Registration Statement is declared effective by the SEC, Litigation Dynamics, Inc. would become a separate public company with the responsibility~~ of ~~meeting all current SEC reporting requirements. As an additional condition of~~ the ~~Separation~~Texas ~~Agreement,~~Business ~~the~~Corporation ~~number~~Act ~~of shares to be issued to~~ (the ~~stockholder of Litigation Dynamics~~“TBCA”), ~~Inc. in conjunction with the original merger between VR Holdings, Inc.~~ and ~~Litigation~~Section Dynamics, Inc. was reduced to 10,250,000 shares of common stock of VR Holdings, Inc. The original agreement called for 17,500,000 shares of VR Holdings, Inc. common stock to be issued at the merger date plus 368(a possible additional issue of 20,000,000 shares of VR Holdings, Inc. common stock based upon additional revenue generated by Litigation Dynamics, Inc. over a two year period starting January 20, 2012. Also included in the 10,250,000 shares issued by VR Holdings, Inc. were shares to be issued to CapNet Securities Corporation covered by the investment services agreement between CapNet Securities Corporation and VR Holdings, Inc. signed in November of 2011 for investment banking services )(~~1,500,000 shares~~2) ~~and shares issued for the conversion of $300,000 debt of Litigation Dynamics, Inc.~~(~~3,000,000 shares~~D)~~. As an additional condition~~ of ~~this~~the ~~Separation~~Internal ~~Agreement,~~Revenue aCode ~~note payable~~ of ~~$50~~1986,~~000~~ ofas ~~VR Holdings~~amended, ~~Inc.~~with ~~was transferred to Litigation Dynamics, Inc. being~~ the ~~responsible~~following ~~for future interest and principal payments.~~ provisions:

A· ~~copy~~Litigation Dynamics was merged with and into the Subsidiary, to exist and be governed by the laws of the ~~Separation~~State ~~Agreement~~of Texas. · The Subsidiary was ~~attached~~to asbe anthe ~~exhibit~~surviving corporation (the “Surviving Corporation”) and was to ~~our~~continue ~~Report~~to onbe ~~Form~~a 8wholly-Kowned ~~filed~~subsidiary of VR Holdings. The Surviving Corporation changed its name to Litigation Dynamics, Inc. · On the Effective Date, the separate existence of Litigation Dynamics ceased and the Surviving Corporation succeed, without other transfer, to all the rights and properties of Litigation Dynamics and was to be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity were preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the Merger. · The Surviving Corporation was responsible for the payment of all fees and franchise taxes of the constituent entities payable to the State of Texas, if any. · The Surviving Corporation was to carry on ~~September~~business 24with the assets of Litigation Dynamics, ~~2012~~as well as the assets of the Subsidiary. · The Surviving Corporation was responsible for the payment of the fair value of shares, if any, required under Article 5.01, et seq., of the TBCA. There was no requirement to pay the fair value of shares, inasmuch as the Merger was approved by sole Litigation Dynamics Shareholder and the VRH Merger Sub, Inc. Shareholders. · The Litigation Dynamics Shareholder surrendered all of his shares of the Litigation Dynamics Common Stock in the manner set forth in the Plan of Merger. · In exchange for the shares of the Litigation Dynamics Common Stock surrendered by the Litigation Dynamics Shareholder, VR Holdings issued and transferred to him 17,500,000 shares of the VR Holdings Common Stock, on the basis set forth in the Plan of Merger.

~~Financing~~Effective Date. The effective date of the Merger (the “Effective Date”) was the date of the filing of Articles of Merger for the Subsidiary and Litigation Dynamics in the State of Texas, on January 20, 2012.

~~One~~Manner of Exchange. On the ~~objectives~~Effective ofDate, VRthe ~~Holdings~~Litigation Dynamics isShareholder tosurrendered ~~build~~his astock ~~diversified~~certificates ~~portfolio~~representing all of ~~investments~~the inissued ~~claims~~ and outstanding shares of the Litigation Dynamics Common Stock to ~~provide~~the ~~our~~Subsidiary ~~stockholders~~in ~~with~~exchange anfor ~~attractive~~certificates ~~level~~representing the shares of ~~capital~~the ~~growth~~VR ~~through~~Holdings ~~investing~~Common ~~directly~~Stock ~~and~~to which ~~indirectly~~he inwas ~~litigation~~entitled. ~~and~~Following ~~arbitration~~the ~~cases~~receipt of the shares of the Litigation Dynamics Common Stock by the Subsidiary, ~~claims~~the ~~and~~shares of ~~disputes. It~~the isLitigation ~~expected~~Dynamics ~~that~~Common ~~these~~Stock ~~investments~~were ~~will~~cancelled. ~~initially~~There bewas ~~made~~one inshare of the ~~United~~Subsidiary ~~States~~Common Stock remaining issued and outstanding.

VRTable ~~Holdings intends to invest approximately 50 percent~~ of ~~our~~Contents available funds through loans to law firms to finance legal fees and costs in connection with active participation in claims (through co-counsel agreements with other lawyers). The remainder of our available funds will be kept in reserve to fund our ongoing operations.2

~~Investments~~Basis byof ~~way~~Exchange. The Litigation Dynamics Shareholder, before the Effective Date, owned 100,000 shares of ~~loans~~the Litigation Dynamics Common Stock, which shares constituted all of the issued and outstanding shares of the capital stock of Litigation Dynamics. As a result of the Merger and subsequent Separation Agreement (see Note 7-Discontinued Operations), the Litigation Dynamics Shareholder received, in exchange for all of his Litigation Dynamics Common Stock, 10,250,000 shares of the VR Holdings Common Stock including 3,000,000 shares issued for conversion of $300,000 of debt of Litigation Dynamics, Inc. and 1,500,000 shares issued to ~~law~~CapNet ~~firms~~Securities ~~will~~under bea ~~made~~separate agreement ~~when:~~sign by VR Holdings, Inc. for investment services. See Note 7 – Discontinued Operations for additional detail.

·Restricted Shares. All shares of the VR Holdings Common Stock to be received by the Litigation Dynamics Shareholder were restricted in their resale as provided in the Securities Act of 1933, as amended (the “Securities Act”), and will contain a legend as required by the Securities Act.

ADirectors ~~direct~~and ~~investment~~Officers byof VRthe ~~Holdings~~Surviving Corporation. isFollowing ~~not~~the ~~possible~~Effective orDate ~~preferred~~of ~~because~~the ~~(for~~Merger, ~~example)~~the itthen isBoard ~~not~~of ~~permitted~~Directors ~~for~~of ~~legal~~Litigation Dynamics, Zane Russell and J. Michael Moore, continued to serve as the Board of Directors of the Surviving Corporation, along with John E. Baker, until the next annual meeting or ~~ethical~~until ~~reasons;~~such time as their successors have been elected and qualified.

·All persons who, on the Effective Date, were executive or administrative officers of Litigation Dynamics, Zane Russell and J. Michael Moore, continued to be the officers of the Surviving Corporation until the Board of Directors of the Surviving Corporation shall otherwise determine. The Board of Directors of the Surviving Corporation may elect or appoint such additional officers as it may deem necessary or appropriate.

InEmployment ~~instances~~Agreements ~~where~~and itBenefit Plans. isOn ~~not~~the ~~practicable~~Effective toDate, ~~get~~Zane ~~all~~Russell, ~~plaintiffs~~as ~~individually~~President toand ~~agree~~Chief Executive Officer, and J. Michael Moore, as Chief Operating Officer, executed employment agreements with the Surviving Corporation as described in Attachment C and Attachment D attached to athe ~~direct~~Plan ~~investment~~of Merger.

~~The~~Directors ~~ultimate~~and ~~goal~~Officers of VR Holdings. On isthe Effective Date, Zane Russell and J. Michael Moore were elected to bethe aBoard ~~leading~~of ~~source~~Directors of ~~value-added~~VR ~~and~~Holdings ~~direct~~to ~~financing~~serve ~~for~~with ~~large~~the then ~~claims~~current inthree ~~complex~~members ~~litigation~~of ~~and~~the ~~arbitration~~Board ~~worldwide~~of ~~where~~Directors ~~such~~of ~~financing~~VR isHoldings. ~~considered~~As toa beresult ~~lawful~~the ~~and~~Board ~~permitted~~of ~~under~~Directors ~~local~~of ~~law~~VR ~~and~~Holdings ~~rules~~was onenlarged to ~~professional~~five ~~ethics~~members.

~~The~~Additional ~~Market~~Consideration for the Merger. As additional consideration for the Merger:

~~Historically~~· On the Effective Date, ~~legal~~Litigation ~~and~~Dynamics ~~ethical~~executed ~~concerns~~a ~~about~~Master ~~third~~Services ~~parties~~Agreement ~~profiting~~with VR Holdings in the form attached to the Plan of Merger as Attachment E. · The Litigation Dynamics Shareholder was entitled to two shares of the VR Holdings Common Stock, up to a maximum of 20,000,000 shares, for every dollar of revenue, up to a maximum of $10,000,000, which Litigation Dynamics’ operations generate within the two years from ~~investments~~and after the Effective Date. · Litigation Dynamics, through CapNet Securities Corporation (“CapNet”) pursuant to a Letter Agreement between CapNet and VR Holdings dated October 24, 2011, as described in ~~litigation~~Attachment ~~have~~F ~~restricted~~attached to the ~~growth~~Plan of ~~litigation~~Merger, was to attempt to raise the necessary financing for the legal and accounting advisory and fees for the completion of the Merger and the subsequent reporting requirements for VR Holdings as required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as the funding of VR Holdings’ litigation expenses and ongoing expenses, as needed. We ~~consider~~It was agreed that CapNet would attempt to raise the ~~ability~~necessary funds through to the sale of the VR Holdings Common Stock to new investors by means of a ~~plaintiff~~private placement pursuant to ~~fund~~Regulation D promulgated under the Securities Act. Additional payments to support the on-going litigation and operations for VR Holdings and Litigation Dynamics were to be provided as negotiated and needed with the respective vendors of VR Holdings. As part of its ~~case~~compensation for services rendered pursuant to the Letter Agreement described in ~~cash~~Attachment ~~and~~E ~~part~~attached onto athe ~~contingent~~Plan ~~fee~~of ~~basis~~Merger, ~~may~~CapNet ~~act~~was asto anreceive ~~incentive~~3,000,000 ~~for~~shares ~~plaintiffs~~of the VR Holdings Common Stock. · In addition, Litigation Dynamics was to ~~generate~~cause ~~cash~~CapNet to attempt to assist VR Holdings in the management of the Depository Trust Company eligibility process for athe ~~portion~~shares of ~~their~~the ~~interest~~VR inHoldings aCommon ~~claim~~Stock currently being quoted for sale on the Over-the-Counter Bulletin Board, ~~which~~as ~~allows~~well ~~them~~as to ~~negotiate~~provide asubsequent ~~lower~~support ~~contingent~~for ~~fee~~the ~~percentage~~sale ~~with~~of ~~their~~such ~~lawyers~~shares.

~~Contingent~~A ~~fees~~copy ~~(with the law firms being remunerated by reference to a percentage~~ of the ~~proceeds~~Plan of ~~the~~Merger ~~litigation~~was orattached as ~~arbitration)~~an ~~are~~exhibit ~~specifically~~to ~~allowed~~our byReport ~~statute~~on inForm a8-K ~~number~~filed ~~of states. For example, in Texas lawyers’ contingent fees range between 25 percent and 33 percent of the plaintiff’s total recovery in a case undertaken~~ on aNovember ~~‘‘no win~~23, ~~no fee’’ basis~~2011.

Table of Contents 3

~~Competition~~Due to difficulties in completing the Merger, VR Holdings, Litigation Dynamics, and CapNet Securities Corporations decided on September 24, 2012, to execute a Separation Agreement whereby Litigation Dynamics, Inc. would be distributed to the stockholders of VR Holdings, Inc. This distribution would become effective as soon as VR Holdings, Inc. filed an S-1 Registration Statement with the SEC, and the filing was declared effective by the SEC. This Registration Statement was to be prepared by Litigation Dynamics, Inc. When the Registration Statement is declared effective by the SEC, Litigation Dynamics would become a separate public company with the responsibility of meeting all current SEC reporting requirements.

AAs an additional condition of the Separation Agreement, the number of ~~U.S.~~shares ~~companies~~to ~~already~~be ~~exist~~issued ~~which~~to ~~purchase~~the ~~claims~~stockholder ~~directly~~of ~~from~~Litigation ~~individual~~Dynamics, ~~plaintiffs~~Inc. in conjunction with the Uoriginal merger between VR Holdings, Inc.S. orand ~~provide~~Litigation ~~loans~~Dynamics, Inc. was reduced to ~~law~~10,250,000 ~~firms~~shares ~~secured~~of byVR anHoldings ~~interest~~Common inStock. The Plan of Merger called for 17,500,000 shares of VR Holdings Common Stock to be issued at the ~~law~~Effective ~~firm’s~~Date ~~portfolio~~plus a possible additional issue of ~~contingent~~20,000,000 ~~fee~~shares ~~cases~~of orVR ~~interests~~Holdings inCommon Stock based upon additional revenue being generated by Litigation Dynamics, Inc. over a ~~particular~~two ~~case~~year period starting January 20, 2012. ~~See~~ ~~for~~Also ~~example~~included in the 10,250,000 ~~Counsel~~shares ~~Financial~~of VR Holdings Common Stock to be issued were 3,000,000 ~~Law~~shares ~~Finance~~to ~~Group~~be used to convert $300,000 of debt of Litigation Dynamics, Inc., and ~~Amicus~~1,500,000 ~~Capital~~shares ~~Services~~to be issued to CapNet Securities Corporation covered by the investment services agreement between CapNet Securities Corporations and VR Holdings, Inc. ~~LLC~~signed in November of 2011.

The ~~competition~~final incondition ~~the~~of ~~U.S.~~this ~~has~~Separation Agreement ~~been~~was ~~analyzed~~the bytransfer VRof ~~Holdings. We~~a ~~believe~~$50,000 ~~most~~VR ~~companies~~Holdings, ~~operating~~Inc. innote ~~litigation~~payable ~~claim recovery focus on financial transactions with individual (as opposed~~ to ~~business)~~Litigation ~~plaintiffs~~Dynamics, ~~seeking~~Inc. toThe ~~purchase~~note aholder ~~share~~agreed of to the ~~plaintiff’s~~transfer ~~personal~~with ~~injury~~Litigation ~~claim~~Dynamics, Inc. ~~Some~~ ~~also~~being ~~make~~responsible ~~loans~~for tofuture ~~law~~interest ~~firms~~and ~~secured~~principal ~~by interests in contingent fees~~payments.

As of the date of this Report, Litigation Dynamics has not prepared and filed with the SEC the S-1 Registration Statement for the spin off. As a result, Litigation Dynamics, Inc continues to be a discontinued operating subsidiary of VR Holdings, Inc. We ~~believe~~do wenot have any idea when, if ever, Litigation Dynamics will complete the ~~following~~preparation ~~strengths~~of inthe ~~relation~~above-described toS-1 ~~our~~Registration ~~competition:~~Statement.

·A copy of the Separation Agreement was attached as an exhibit to our Report on Form 8-K filed on September 24, 2012.

WeCompany ~~plan~~Contact ~~to market principally to qualified lawyers;~~Information

·Our principal executive offices are located at 1615 Chester Road, Chester, Maryland 21619, telephone number (443) 519-0129, telecopier (443) 519-0129, and email cfausa100@aol.com. Our website is located at www.vrholdings.net. The information contained in our website shall not constitute part of this Report.

WeThe ~~will~~Plan ~~only~~of ~~undertake carefully screened investments; and~~Acquisition

·On January 5, 2014, a Letter of Intent was executed whereby VR Holdings is interested in acquiring all of the outstanding ownership interests (the “Acquisition”) of Enelco Environmental Technologies Co., Ltd. and EETC USA, LLC (collectively referred to as “EETC”) from China MPP Ventures, LLC, a Maryland limited liability company (“CMPP”) on terms that would be mutually agreeable. EETC is engaged in the business of industrial air pollution control. Through a process of acquiring tested air pollution technology, developing the technology for each client need, localizing procurement and manufacturing and commercializing the products. The three main business segments of EETC are composed of:

We· ~~will~~Manufacturing ~~develop~~industrial air pollution control equipment and ~~deploy~~accessories ~~case~~for ~~underwriting~~the ~~systems~~China power market; · Exporting air pollution control equipment and ~~techniques~~accessories to ~~reduce~~multinationals; ~~risk~~· The procurement, manufacturing and assembly of ~~loss~~technical products for small and ~~increase~~medium ~~margins~~sized enterprises.

~~Investment~~It ~~Objective~~is ~~and~~expected ~~Policy~~that the Acquisition will close sometime in the first quarter of 2014.

VRWe ~~Holdings~~previously ~~intends~~reported tothe ~~invest~~execution of inthe aLetter ~~wide variety~~ of ~~arbitration~~Intent ~~and~~by ~~litigation~~the ~~claims. The~~filing ~~investment objective~~ of ~~VR Holdings is to build~~ a ~~diversified~~Form ~~portfolio~~8-K ofwith ~~investments~~the inSecurities ~~claims~~ and toExchange ~~provide~~Commission ~~our~~on ~~stockholders~~January ~~with~~8, an2014. ~~attractive~~Neither ~~level~~counsel nor ofVR ~~capital~~Holdings ~~growth~~offers ~~through~~any ~~investing~~guarantee ~~directly~~regarding ~~and~~the ~~indirectly~~proposed inacquisition, ~~litigation~~completion ~~and~~or ~~arbitration~~outcome ~~cases,~~of ~~claims~~the ~~and disputes~~transaction.

VRTable Holdings will seek to meet its investment and yield objectives through investing in large claims, typically where the total recoveries sought exceed $2,000,000. Except where specifically approved by our board of ~~directors,~~Contents ~~no single investment of VR Holdings will exceed $1,000,000. We anticipate that we will consider or examine several investment opportunities for every investment that is actually funded.~~4

~~Investment~~VR ~~opportunities~~Holdings ~~will~~and beCMPP ~~selected~~wish ~~using~~to ~~underwriting~~commence negotiating ~~criteria~~a todefinitive bewritten ~~developed~~agreement asproviding ~~set~~for ~~out~~the ~~below~~Acquisition (the “Definitive Agreement”). We ~~will~~To ~~seek~~facilitate the negotiation of the Definitive Agreement, the parties request that VR Holdings’ counsel prepare an initial draft. The execution of the Definitive Agreement would be subject to ~~achieve~~the ~~diversification~~satisfactory completion of ~~investments~~the ongoing investigation by ~~industry,~~VR ~~jurisdiction,~~Holdings and ~~claim~~CMPP ~~size~~of ~~and~~their ~~expected~~respective ~~time-to-return~~businesses, ~~although~~approval ~~most~~by ~~investments~~their ~~will~~respective beboards ~~long-term~~of ~~with~~directors, anand ~~expected~~the ~~return~~approval ~~within~~of ~~two~~the toAcquisition by ~~five~~the ~~years~~stockholders of ~~investment~~VR Holdings and owners of CMPP.

~~Investments~~Based ~~will~~upon bethe ~~structured~~information ascurrently known ~~loans~~to ~~when a direct investment by~~ VR Holdings ~~is not possible because (for example) it is not clearly permitted for legal or ethical reasons~~, ~~in instances where~~ it is ~~not~~proposed ~~practicable~~that tothe ~~get~~Definitive ~~all~~Agreement ~~plaintiffs~~include ~~individually~~the tofollowing ~~agree to a direct investment.~~terms:

As at the date of this Report, VR Holdings has not made (nor entered into any commitment to make) any direct or indirect investments.

1.		Basic Transaction. VR Holdings proposes to acquire all of the outstanding ownership interests of EETC by means of the Acquisition between CMPP and a wholly-owned subsidiary of VR Holdings whereby CMPP would receive in exchange for 48,000,000 shares of the common stock of VR Holdings (the “VR Holdings Common Stock”) so that following the closing of the Acquisition (the “Closing”) VR Holdings would own all of the issued and outstanding ownership interests of EETC. It is understood that the VR Holdings Common Stock to be received by CMPP in the Acquisition would, upon their issuance, be restricted pursuant to the Securities Act of 1933, as amended.
2.		Other Terms. VR Holdings and CMPP would make comprehensive representations and warranties to each other and would provide comprehensive covenants, indemnities and other protections for the benefit of the parties and their respective stockholders and owners. The consummation of the Acquisition by the parties would be subject to the satisfaction of various financial and organizational conditions including:

4(a) An evaluation by each of the parties that the value of each of VR Holdings and CMPP on the date of the Closing (the “Closing Date”) is such that the Acquisition is in the best interests of the stockholders of VR Holdings and the owners of CMPP on the Closing Date. (b) The receipt by VR Holdings of certain funding required for operational needs within specific time frames. (c) Following the Closing, the Board of Directors of VR Holdings shall consist of Michael H. Zhu and Matthew A. Lapides, until the next annual meeting or until such time as their successors have been elected and qualified. Promptly after the Closing, VR Holdings shall cause the necessary resolutions to be adopted to implement the requirements of this subparagraph. (d) Following the Closing, the officers of VR Holdings shall be Michael H. Zhu, Chairman of the Board, Vice President, and Secretary, and Matthew A. Lapides, President, Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, until the next annual meeting or until such time as their successors have been elected and qualified. Promptly after the Closing, VR Holdings shall cause the necessary resolutions to be adopted to implement the requirements of this subparagraph. (e) It is understood by the parties that VR Holdings does not currently have a class of preferred stock. Promptly after the Closing, VR Holdings shall take steps to amend its Certificate of Incorporation in the State of Delaware to increase its authorized shares of VR Holdings Common Stock and to create a class of preferred stock sufficient to provide for the future needs of VR Holdings. (f) Notwithstanding anything contained in the Definitive Agreement to the contrary, in the event that the funding requirements are not satisfactorily met, VR Holdings shall have a right to rescind the Definitive Agreement, in which event any shares of the VR Holdings Common Stock, the VR Holdings Class A Preferred Stock, or the VR Holdings Class B Preferred Stock delivered to CMPP shall be cancelled and immediately returned to VR Holdings and the entire ownership interests in EETC shall be immediately returned by VR Holdings to CMPP. (g) In the event of the Rescission, Michael H. Zhu shall be deemed to have resigned as a director and officer of VR Holdings. (h) Such other matters as may be stated in the Definitive Agreement.

~~Direct~~Once ~~Investments~~the Definitive Agreement is executed, we will file a Form 8-K reporting all of the relevant terms of the agreement.

VRTable ~~Holdings intends to make direct investment in a variety~~ of ~~different~~Contents ~~claims, including but not limited to the following:~~5

·Key Personnel of VR Holdings

~~Property~~Our ~~damage,~~future ~~defaulted~~financial ~~debt~~success depends not only on the successful mergers or acquisitions of certain target companies, ~~breach~~but also to a large degree upon the personal efforts of ~~contract~~our key personnel. As the intended merger as described in “The Plan of Acquisition” continues to advance, ~~insurance~~Matthew A. Lapides, ~~antitrust~~our Chief Executive Officer, ~~indemnification~~President, ~~subrogation~~and our Chief Financial Officer, ~~environmental~~and ~~liability~~his intended designees will play the major role in securing the services of those persons deemed capable to develop and execute upon our business strategy. Upon the intended acquisition of EETC by VR Holdings, ~~securities~~other key staff will be retained as officers and directors. While we intend to employ additional executive, ~~expropriation~~development, and ~~government~~technical ~~taking~~personnel in order to minimize the critical dependency upon any one person, ~~unregistered~~there can ~~intellectual~~be ~~property~~no ~~and~~assurance ~~other~~that ~~business~~we ~~claims~~will ~~(‘‘Business~~be ~~Claims’’);~~successful in attracting and retaining the persons needed. We currently do not have an employment contact with Mr. Lapides, but intend to have one in place at the time the proposed merger is completed.

·VR Holdings Needs To Hire Specialized Personnel

~~Claims~~Although we are committed to the continued development and ~~interests~~growth ~~involving~~of ~~registered~~our ~~intellectual~~business, ~~property~~we ~~(copyright~~will need to engage specialized key personnel, ~~trademark~~such as investment banking professionals, multi-jurisdictional audit professionals, and ~~patent)~~legal ~~(‘‘Registered~~personnel ~~Intellectual~~to ~~Property~~assess ~~Claims’’)~~risks and best assist VR Holdings in the execution of our business model, inasmuch as Matthew A. Lapides, our chief executive officer, president, and chief financial officer, does not possess the requisite level of expertise to perform such functions. It is possible that we will not be able to locate and hire such specialized personnel on acceptable terms.

VRAdequacy ~~Holdings will use a variety~~ of ~~structures~~Working toCapital ~~make direct investments in litigation and arbitration claims. These structures will be carefully customized by us~~ for ~~each case opportunity in order to seek compliance with legal requirements and local rules on professional ethics as well as seeking to ensure the enforceability of~~ VR Holdings~~’ direct investment contracts and collectability of the relevant share of the recoveries.~~

It is ~~anticipated~~possible that ~~typically~~there VRwill ~~Holdings~~be ~~will~~capital to ~~pay~~fund ~~money~~our tobusiness ~~the~~plan ~~plaintiff(s)~~through ~~themselves,~~a insuccessful ~~connection~~resolution ~~with~~of the ~~purchase~~litigation in which we are currently involved. See “Management’s Discussion and Analysis of aFinancial ~~percentage~~Condition and Results of ~~the~~Operations ~~case~~– ~~recovery~~Financing Activities,” and “Business – Legal Proceedings. In” ~~some~~However, ~~instances~~if our litigation efforts are unsuccessful or do not generate sufficient cash to fund our anticipated operations, ~~the~~we ~~terms~~will ofcontinue to execute the ~~investment~~intended business strategy. We still fully intend to proceed with our proposed business plan and will ~~require~~apply ~~some~~great orefforts ~~all~~to ofraise ~~the~~what ~~claim~~we ~~purchase~~feel ~~monies~~is sufficient working capital for our intended business plan by various means. If we are not able to raise additional capital, we would not be ~~paid~~able to ~~the~~continue ~~prosecuting~~operations ~~lawyer~~and toour ~~finance~~business may fail. In the ~~case~~future, we may raise additional capital though equity or debt offerings.

~~Loans~~The toFinancial ~~Law~~Results ~~Firms~~for VR Holdings May Be Affected by Factors Outside of Our Control

VROur ~~Holdings~~future ~~intends~~operating toresults ~~make~~may ~~loans~~vary significantly from quarter to ~~law~~quarter ~~firms. The~~due ~~loans~~to ~~will~~a ~~not~~variety ~~exceed~~of $1factors,~~000,000~~ ~~for~~many ~~any~~of ~~one~~which ~~case~~are ~~(unless~~outside ~~specifically approved by~~ our ~~board)~~control. ~~and~~Our ~~will~~anticipated beexpense levels ~~used~~are bybased, ~~the law firms to finance legal fees and costs~~ in ~~connection~~part, ~~with~~on ~~active~~our ~~participation~~estimates inof ~~claims~~future ~~pending~~revenues ~~in the U.S. courts~~ and inmay ~~pending~~vary ~~arbitrations~~from ~~(through~~projections. ~~co-counsel~~We ~~agreements~~may ~~with~~be ~~other~~unable ~~lawyers~~to ~~actively~~adjust ~~involved~~spending rapidly inenough ~~pursuing~~to ~~those~~compensate ~~claims~~for orany ~~other~~unexpected ~~financing~~revenues ~~relationships)~~shortfall. ~~Those~~ ~~claims~~Accordingly, ~~will~~any besignificant shortfall in arevenues ~~variety~~in ofrelation to ~~different~~our ~~areas,~~planned ~~including~~expenditures ~~but~~would ~~not~~materially ~~limited~~adversely toaffect ~~the~~our ~~following: Business Claims~~business, ~~Registered~~operating ~~Intellectual Property Claims~~results, ~~personal injury claims, wrongful death claims~~ and ~~claims~~financial ~~in litigation and arbitration~~condition.

~~Investment~~We ~~Structures~~cannot predict with certainty our success in litigation. Further, we believe that period-to-period comparisons of our operating results are not necessarily a meaningful indication of future performance.

Before making an investment, VR Holdings intends to obtain a written reasoned opinion from an independent appropriately-qualified law firm to confirm (subject to customary exceptions) that the proposed investment will not contravene local laws or rules on professional ethics. VR Holdings will use local attorneys to review these issues to ensure compliance with local laws and regulations. It is expected that the cost of this review on a case by case basis would be between $5,000 and $15,000 depending on the complexity of the case and the local rules and regulations. These costs will tend to be reduced as VR Holdings gains additional knowledge in evaluating potential claims.Employees

~~Marketing~~As of the date of this Report, the officers of the company are composed of Matthew A. Lapides, serving as president, chief executive officer, and chief financial officer. We anticipate hiring several additional employees in the next six months upon the successful merger proposed in “The Plan of Acquisition.” We do not feel that we would have any difficulty in locating needed staff.

WeFrom ~~will seek~~ time-to find opportunities to make investments either through VR Holdings or through loans to law firms. In addition, if considered permissible under local laws and rules on professional ethics, VR Holdings may compensate third-~~party case finders with participation interests or referral fees in cases in which VR Holdings invests. Before any such incentive payment is made~~time, ~~opinions~~we ~~from~~anticipate ~~appropriately-qualified~~that we ~~independent lawyers~~ will beuse ~~sought~~the ~~confirming~~services ~~that~~of ~~such~~independent ~~payments~~contractors ~~are~~and ~~considered~~consultants to besupport ~~legal~~our ~~and~~business ~~ethical~~development. It isWe ~~anticipated~~believe ~~that~~our ~~the~~future success ~~incentives~~depends ~~offered by VR Holdings to referring lawyers (where appropriate) will result~~ in alarge ~~substantial~~part ~~flow~~upon ofthe ~~case~~continued ~~opportunities. VR~~service ~~Holdings does not plan to advertise its services on a retail basis. Initially, all marketing undertaken on behalf~~ of VRour ~~Holdings~~senior ~~will~~management bepersonnel onand aour ~~discrete,~~ability ~~professional-referral basis only. We intend~~ to ~~engage~~attract ~~the services of attorneys~~ and ~~consultants~~retain highly toqualified ~~the~~managerial ~~legal industry to assist us in our marketing efforts~~personnel.

5Table of Contents 6

~~Overview~~Item of1A. Risk ~~Underwriting Model~~Factors.

~~After~~Not consultation with outside advisers and upon receipt of sufficient funds to pay for such advice either from success in VR Holdings’ litigation efforts or through receipt of funds from borrowing or sales of common stock, VR Holdings will adopt criteria that must be satisfied before an investment can be made (whether directly or by way of loan to a law firm)applicable. These criteria will be regularly reviewed to ensure that appropriate risk-evaluation methods are in place. The underwriting process will include an evaluation of traditional litigation risk elements, such as liability, quantum and collection risks, the experience and track record of the lawyers prosecuting the claim, the financial strength of the lawyers prosecuting the claim, the likelihood of the target defendants to settle the claim, the likelihood of recovery of a judgment or settlement, and whether the claim is wholly or partially insured.

~~Case~~Item ~~Analysis~~1B. Unresolved Staff ~~Models~~Comments.

After consultation with outside advisers and upon receipt of sufficient funds to pay for such advice either from success in VR Holdings’ litigation efforts or through receipt of funds from borrowing or sales of common stock, before investing in a case, we intend to use case analysis models to be developed by usNone. These will include case evaluation, underwriting, case tracking and risk diversification models and systems which will seek to analyze due diligence information, evaluate claim potential, peg optimal investment thresholds and case-type diversification, track case status and progress, and monitor investment yields for future application.

~~Due~~Item ~~Diligence~~2. Properties.

~~Before~~The ~~investing~~principal inexecutive aoffices ~~claim,~~of weVR Holdings ~~will~~are ~~arrange~~located ~~for~~at ~~any~~1615 ~~necessary~~Chester ~~due diligence (such as key substantive legal issues) to be carried out by suitably qualified experts. However~~Road, ~~the amount of due diligence which may be able to be undertaken~~Chester, ~~may~~Maryland ~~be limited if it is considered to result in any waiver of attorney-client privilege~~21619. ~~The~~ ~~cost~~We oflease this ~~due diligence process could range from $10~~facility,~~000~~ toeffective ~~$25,000~~as ~~per case depending on the complexity~~ of ~~the~~March ~~lawsuit~~1, ~~and legal environment in which the case will be litigated. Once the volume of this active has increased~~2010, ~~VR Holdings will hire~~ on a ~~fulltime~~month ~~employee~~ to ~~perform~~month ~~this~~basis, ~~function~~at ~~and as this person gains experience in performing the due diligence function it is expected that there will be~~ a ~~reduction~~rental inrate ~~the cost per case. This person will probably be an attorney with annual cost~~ of ~~approximately~~ $~~120~~1,000 per month.

~~Investment~~Item ~~Contracts~~3. Legal Proceedings.

~~Before~~We, ~~making~~through anour ~~investment~~subsidiaries, VRare ~~Holdings~~involved in ~~will~~one ~~obtain~~lawsuit, ~~legal~~styled ~~advice~~The ~~from~~Cancer aFoundation, ~~recognized~~Inc. ~~independent~~v. ~~third~~Cerberus ~~party~~Capital ~~law~~Management, ~~firm~~LP. orAll ~~legal~~claims ~~expert~~held ~~that~~by Mr. and Mrs. Morton M. Lapides, Sr. discussed below have been assigned to VR Holdings. If we are unsuccessful in the ~~proposed~~litigation ~~investment~~or ~~contract~~do ~~will~~not bereceive funds ~~enforceable~~as a result of these activities, ~~subject~~our business plan of acquiring certain companies through merger activities is intended to ~~customary~~continue. ~~exceptions~~In the future, ~~and~~we ~~will~~may ~~not~~raise ~~contravene~~additional ~~any~~capital ~~legal~~though equity or ~~ethical~~debt ~~rules~~offerings into ~~the~~provide ~~jurisdiction~~a insufficient ~~which~~capital structure for ongoing operations of the ~~case~~acquired isentities ~~being~~and ~~heard.~~to continue meeting the growth objective

WeThe ~~intend~~Basis ~~that~~of aour ~~typical~~Litigation: ~~investment~~The ~~contract~~Cancer ~~for~~Foundation, Inc. av. ~~cash~~Cerberus ~~purchase~~Capital byManagement, ~~VR Holdings will include the following key terms:~~LP

·The core of this claim is a breach of contract case pending in the Circuit Court of Cook County, Illinois under Cause No. 09 L 004607. MML, Inc. (“MML”) a wholly-owned subsidiary of VR Holdings, Transcolor Corp., a company owned by MML (“Transcolor”), and Morton M. Lapides, Sr. (“Lapides”) (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”) discussed below. The plaintiffs allegedly have suffered substantial damages as a result of the alleged breach of the Shareholders Agreement. The current procedural status is described in “Procedural History.”

~~Whether~~Procedural History. There has been a lengthy procedural history attached to the ~~case~~litigation matter. Most recently, an Illinois Court of Appeals’ rulings constituted a complete reversal of the earlier 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 ~~dismissed~~filed with the Cook County Circuit Court. In doing so, ~~settled~~the orcase ~~otherwise~~was ~~disposed;~~returned to the trial court for further proceedings. Since the Illinois Court of Appeals reversed the judge’s dismissal, the case could have moved forward into the discovery phase where a number of issues will need to be explored. 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.

·Table of Contents 7

~~Material~~Roughly ~~setbacks~~10 inmonths after the favorable ruling by the Court of Appeal, our counsel moved forward to reinstate the case to trial court. However, the trial court denied our motion to reinstate, finding that ~~would~~the ~~affect~~claim ~~investment~~was ~~value;~~not reinstated within a reasonable time after the issuance of the mandate. An appeal was made to the Circuit Court of Cook County on this matter for reconsideration. On May 22, 2013, the Circuit Court judge affirmed that the trial court did not abuse its discretion when it denied our motion to reinstate reaffirming that the reinstatement did not occur within a reasonable time. This ruling was delivered only to local counsel in Illinois. VR Holdings awaited response from the court, and there was no communication. After substantial time passed, the appellate counsel who prepared the brief contacted local Illinois counsel about the progress of the response. On October 15, 2013, VR Holdings was notified that the Circuit Court judge had affirmed the decision on May 22, 2013. With substantial time passing, and a procedural requirement to file an appeal within 35 days of notification, the late notification prevented a typical procedural appeal to a higher court.

·At this time, VR Holdings is using independent legal counsel to evaluate how to proceed based on this series of events. It is not possible to predict the ultimate resolution of the case.

~~Statement~~Item of4. Mine ~~prospects for the case;~~Safety Disclosures.

·Not applicable.

~~Other~~Table ~~key~~of ~~negative~~Contents ~~developments;~~8

·PART II

~~Changes~~Item in5. Market ~~lawyers~~for Registrant’s ~~prosecuting~~Common orEquity, ~~defending~~Related ~~the~~Stockholder ~~case;~~Matters and Issuer Purchases of Equity Securities.

6As of the date of this Report, the shares of our common stock are quoted for sale on the OTCQB under the symbol “VRHD”. We currently have 448,039,037 shares of our common stock issued and outstanding, which are held of record and beneficially owned by approximately 144 stockholders. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of our common stock whose shares are held in the names of various securities brokers, dealers, and registered clearing agencies.

·Even though the shares of our common stock are quoted for sale on the OTCQB, there is essentially no trading activity. The following table sets forth the high and low bid prices for our common stock on the OTCQB as reported by various Bulletin Board market makers, since our shares became eligible for quotation on May 11, 2011. However, trading only began in August 2011. The quotations do not reflect adjustments for retail mark-ups, mark-downs, or commissions and may not necessarily reflect actual transactions.

Changes in material aspects of applicable law;

	High	Low
Quarter Ended:
December 31, 2011	$0.15	$0.02
March 31, 2012	$0.51	$0.01
June 30, 2012	$0.51	$0.19
September 30, 2012	$NA	$NA

Quarter Ended:
December 31, 2012	$NA	$NA
March 31, 2013	$0.51	$0.51
June 30, 2013	$0.51	$0.51
September 30, 2013	$0.55	$0.55

·Dividends

~~Material~~We ~~changes~~have innot ~~circumstances~~paid ofor adeclared ~~defendant~~any ~~that~~dividends on ~~could~~our ~~affect~~common ~~liability~~stock, nor do we anticipate paying any cash dividends or ~~recovery~~other ~~(such~~distributions ason ~~bankruptcy~~our common stock in the foreseeable future. Any future dividends will be declared at the discretion of ~~defendant~~our orboard ~~plaintiff)~~of directors and will depend, among other things, on our earnings, if any, our financial requirements for future operations and ~~scheduled~~growth, ~~trial~~and ~~date;~~other facts as our board of directors may then deem appropriate.

·Securities Authorized for Issuance under Equity Compensation Plans

~~Require~~We ~~litigation~~do ~~proceeds~~not tohave beany ~~paid~~equity ~~into~~compensation plans anas ~~agreed~~of ~~dollar~~the ~~bank~~date ~~account;~~of this Report.

·Recent Sales of Unregistered Securities

~~Contain~~Since ~~certain~~June ~~indemnifications~~30, ~~and~~2013, ~~releases;~~no ~~and~~additional shares of our common stock have been issued.

·Purchases of Equity Securities by the Registrant and Affiliated Purchasers

~~Wherever~~There ~~possible,~~were ~~investments~~no orpurchases ~~loans~~of ~~will~~our beequity securities inby ~~tranches,~~VR ~~with~~Holdings ~~payments~~or toany beaffiliated ~~released~~purchasers atduring ~~certain~~any ~~identified~~month ~~stages~~within in the ~~case~~fiscal year covered by this Report.

·Item 6. Selected Financial Data.

WeNot ~~intend that a typical agreement between a law firm and an originating law firm, under which a loan by VR Holdings to the relevant law firm is deployed, will include the following key terms:~~applicable.

·Table of Contents 9

~~Definitive~~Item ~~descriptions~~7. Management’s Discussion ofand ~~the~~Analysis ~~scope~~ of ~~work~~Financial toCondition beand ~~performed~~Results byof ~~the other law firm;~~Operations.

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

~~Wherever~~The ~~possible,~~following ~~investments~~discussion orreflects ~~loans~~our plan ~~will~~of operation. This discussion should be read in ~~tranches,~~conjunction with ~~payments~~the financial statements which are attached to bethis ~~released~~Report. This atdiscussion ~~certain~~contains ~~identified~~forward-looking ~~stages~~statements, inincluding statements regarding our expected financial position, business and financing plans. These statements involve risks and uncertainties. Our actual results could differ materially from the ~~case;~~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, particularly under the headings “Special Note Regarding Forward-Looking Statements.”

·Since the business previously operated by VR Holdings before the filing of our registration statement with the SEC on May 17, 2010, and the business of Litigation Dynamics, Inc. no longer have any relevance, the discussion which immediately follows relates to our proposed business of investing in litigation and arbitration cases, claims and disputes. Unless the context otherwise suggests, “we,” “our,” “us,” and similar terms, as well as references to “VR Holdings,” all refer to VR Holdings as of the date of this Report.

~~Wherever~~Regardless ~~possible~~of the outcome of our litigation effort in The Cancer Foundation, ~~certain~~Inc. ~~rights~~v. Cerberus Capital Management, LP, more fully discussed below and in ~~favor~~“Business –Legal Proceedings,” our business going forward is expected to consist of VRa ~~Holdings~~strategy ifto acquire certain operating companies to provide our stockholders with an attractive level of capital growth through the ~~relevant~~operating ~~law~~activities ~~firm~~of ~~defaults~~the ~~under~~intended merger. See “The Plan of Acquisition.” At the ~~loan~~time ~~agreement~~of ~~with~~this VRReport, ~~Holdings~~we are currently in a due diligence phase as described in the Letter of Intent. In the future, we may raise additional capital though equity or debt offerings.

7The Cancer Foundation, Inc. v. Cerberus Capital Management, LP

~~Monitoring~~MML, ~~Investments~~Inc. a wholly owned subsidiary of VR holdings, is a plaintiff in an Illinois State court suit, The Cancer Foundation, Inc. v. Cerberus Capital Management, LP, also discussed in “Business – Legal Proceedings,” 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. However, it will not impact VR Holdings intended business growth strategy. At the time of this Report, we are currently in a due diligence phase of an acquisition. In the future, we may raise additional capital though equity or debt offerings.

~~Except~~Results ~~where permitted by local law and the applicable investment contracts, we will not advise on or be involved with the prosecution~~ of a claim in which VR Holdings has a direct investment. The lawyer advising the plaintiff will agree to update us on the progress of claims on a regular basis (subject to any ethical restriction in relation to attorney-client privilege). For legal, commercial and ethical reasons, VR Holdings will not be able to publicly disclose full details of any update it receives and will not be able to disclose the parties involved or any further details that would allow the parties to the case to be identified.Operations

InYear ~~the~~Ended ~~case~~September ~~of loans to law firms~~30, a2013 ~~suitably~~Compared ~~qualified partner of such firm approved by us, will be actively involved in the prosecution and/or management of the case and will,~~ to ~~the~~Year ~~extent~~Ended September ~~permissible~~30, ~~keep us informed as to progress~~2012. Again, for legal, ethical and commercial reasons, VR Holdings will not be permitted to publicly disclose full details of any update it receives and, if VR Holdings is permitted to know their identities, will not be able to disclose the parties involved or any further details that would allow any of the parties involved in the case to be identified. However, VR Holdings will ensure that it complies with its disclosure obligations under SEC rules.

~~Investment~~Revenues. ~~Restrictions~~We had revenue of $0 for the year ended September 30, 2013 compared to revenue of $0 for the year ended September 30, 2012.

ItGeneral ~~is VR Holdings’ intention to build a portfolio of investments in a diverse range of litigation~~ and ~~arbitration~~Administrative ~~cases,~~Expenses. Our ~~claims~~general and ~~disputes. Unless~~administrative ~~our~~expenses ~~board~~decreased ~~otherwise~~from ~~determines~~$4,166,988 ~~prior~~in 2012 to ~~making any investment~~$540,381 wein ~~must~~2013. ~~obtain~~This adecrease ~~reasoned~~was ~~legal~~primarily ~~opinion~~the result ~~confirming~~of ~~(with customary exceptions) that~~ the ~~proposed~~reduction ~~investment~~of iswarrants ~~not~~being ~~considered~~issued toand ~~contravene~~the ~~any~~lack ~~legal~~of orinvestment ~~ethical~~banking ~~restriction~~services ~~or applicable law~~ in ~~the relevant jurisdiction~~2013. ~~However, there will be no other geographical or sectoral restrictions upon VR Holdings’ investments.~~

~~Except~~Table ~~where specifically approved by our board~~ of ~~directors,~~Contents ~~no single investment of VR Holdings will exceed $1,000,000.~~10

~~Where~~Net VRLoss. ~~Holdings~~Our ~~purchases~~net ~~interests~~loss indecreased ato ~~claim~~$580,813 ~~directly~~for 2013 from ~~the claim holder~~$6,719,777 VRfor ~~Holdings~~2012. ~~will~~This ~~acquire~~is upa toreduction ~~50 percent~~ of the ~~plaintiff’s~~stock ~~recoveries. This~~compensation to ~~percentage~~$548,149 ~~may~~in be2013, ~~increased~~a ~~with~~figure ~~approval~~much ofless ~~our~~than ~~board of directors. Where VR Holdings’ investments takes~~ the ~~form~~2012 ofstock acompensation. ~~loan to a law firm~~Further, ~~the~~there ~~funds~~was ~~will~~no beadditional ~~used~~impairment byof ~~the~~goodwill as ~~law firm to earn~~ a ~~percentage~~result of the ~~contingent~~LDI ~~fee~~acquisition, ~~entitlement~~and ofno ~~the~~loss ~~lawyers engaged~~ in ~~the~~any ~~particular~~debt ~~case. It is expected that the participating law firm will earn up~~ to 50equity ~~percent of the total contingent fee in any such case~~conversion.

~~Any~~It ~~variation~~should tobe VRclearly ~~Holdings’~~understood ~~investment~~that The ~~objective~~Cancer ~~and~~Foundation ~~policy~~has orno ~~restrictions~~claim ~~will~~against beVR ~~made~~Holdings ~~only~~and ~~following~~is ~~approval~~no oflonger ~~our~~a ~~board~~party ~~and subject~~ to ~~compliance~~the ~~with~~Illinois ~~SEC rules~~litigation.

~~Legal~~VR ~~and~~Holdings ~~Professional~~agreed ~~Ethics~~to ~~Issues~~dismiss The Cancer Foundation from The Cancer Foundation, Inc. v. Cerberus Capital Management, LP litigation because the foundation lacked standing, but VR Holdings still originally issued 27.3 million shares of its common stock to The Cancer Foundation based upon an amount previously pledged to The Cancer Foundation, plus accrued interest. Subsequent to the issue of these shares, the Cancer Foundation has made numerous stock donations to various charities. As of September 30, 2013, the Cancer Foundation still owns 24,962,643 shares of our common stock.

VRLiquidity ~~Holdings, before investing or purchasing claims~~ and ~~upon~~Capital receipt of sufficient funds to pay for such advice either from success in VR Holdings’ litigation efforts or through receipt of funds from borrowing or sales of common stock, intends to obtain legal opinions in those jurisdictions where we wish to make investments in order to determine the validity of our proposed investment. In many jurisdictions investment in and syndication of rights to the proceeds of legal claims is a novel concept, which has not been considered by the courts nor addressed by statute. In certain jurisdictions, such as California, while no binding court decisions specifically disapprove of the practice, a court may still decline to enforce such arrangements if, for example, there is an indication that a non-party to a claim is in any way controlling the prosecution of that lawsuit, or if it appears that a non-lawyer is unlawfully engaged in the practice of law, or if the arrangement otherwise offends the public policy of the jurisdiction.Resources

~~For~~Our ~~each~~primary ofexpenses ~~our investments, VR Holdings intends to rely on lawyers which we believe~~ have ~~suitable~~been ~~expertise~~greatly reduced toas ~~provide~~ongoing ~~correct~~litigation ~~and~~expenses ~~accurate~~were ~~interpretation~~eliminated ofas the ~~laws~~result ~~and~~of ~~ethics~~attorneys ofrepresenting the ~~relevant~~firm ~~jurisdiction~~on asa ~~they~~contingency ~~apply to the investment in question~~basis. ~~However,~~ The inprimary ~~the~~expenses ~~event~~were ~~that~~legal ~~such~~and ~~interpretations~~accounting ~~are~~fees. ~~incorrect~~As orof ~~subject~~September to30, ~~qualifications~~2013, ~~our~~the ~~investments~~Company ~~could~~had be$7,864 ~~open~~of tocash, ~~challenge~~$7,580 orof ~~subsequently~~which is ~~reduced~~included in ~~value~~assets orheld ~~extinguished. If~~for ~~we are able~~sale, weand ~~intend~~$0 tocash ~~employ legal consultants who would be able to identify the lawyers with the specific expertise that we would require~~equivalents.

~~Changes~~As inof ~~laws~~September or30, ~~ethical~~2013, ~~rules~~we inhad ~~jurisdictions~~outstanding liabilities ~~where~~of ~~these~~$642,504, ~~restrictions~~which ~~currently~~is dopayable ~~not~~within ~~apply~~12 ~~could~~months. ~~further~~We ~~reduce~~are orattempting ~~limit~~to ~~opportunities~~obtain ~~for~~funds VRfrom ~~Holdings~~the tosuccessful ~~make~~conclusion ~~investments~~of our aslawsuit ~~envisaged~~through orthe ~~could~~judicial ~~result~~system. inSee ~~the~~“Business ~~diminution~~– orLegal ~~extinction~~Proceedings.” ofThere ~~the~~are ~~value~~no ofinterest, ~~investments~~penalties or ~~already~~fines ~~made~~accruing byon VRthe ~~Holdings~~past indue ~~such jurisdictions~~amounts.

8Seasonality

~~Evaluation~~Our ~~and~~proposed ~~Disclosure~~business ofis ~~Cases~~not ~~and Case Performance~~ subject to ~~Investors May Not be Permitted~~seasonality.

~~Details~~Impact of actual cases that VR Holdings intends to invest will not be disclosed on a named basis to our stockholders, and in any event not all information relevant to the evaluation of any case investment by VR Holdings will be permitted by law or professional ethics codes of conduct to be made available to VR Holdings or our stockholders. In particular, any sharing with VR Holdings or our stockholders of confidential information protected by attorney-client privilege or by attorney work-product doctrine could waive all protection of that information. Such waiver could severely damage the value of the underlying claim by giving the opponent access to sensitive information. Any agreement to share with our stockholders any information and evidence related to the case could preclude the plaintiff from entering into confidentiality agreements with co-plaintiffs in the same matter. Such sharing could also make discovery from the adverse party problematical as most discoveries are covered by court-issued protective orders that ensure the confidentiality of all parties. A breach of a protective order could subject a party to serious sanctions that would impact the value of the underlying claim.Inflation

InGeneral ~~some~~inflation ~~instances,~~in ~~case~~the ~~settlements~~economy ~~and~~has driven ~~case~~the ~~prospects~~operating ~~will~~expenses beof ~~confidential~~many ~~and/or~~businesses ~~subject to lawyer-client privilege~~higher. ~~Accordingly,~~ ~~our~~We ~~stockholders~~ will ~~not~~continuously ~~have~~seek anmethods ~~opportunity~~of toreducing ~~evaluate~~costs ~~for~~and ~~themselves~~streamlining operations ~~cases~~while inmaximizing ~~which~~efficiency VRthrough ~~Holdings~~improved ~~intends~~internal tooperating orprocedures ~~does~~and ~~invest,~~controls. ~~either~~While ~~directly~~we orare ~~through~~subject ~~loans~~ to ~~law~~inflation as ~~firms~~described above, ~~and therefore~~ our ~~stockholders~~management ~~will~~believes bethat ~~dependent~~inflation ~~upon~~currently ~~our~~does ~~judgment~~not ~~and~~have ~~ability~~a inmaterial ~~investing~~effect ~~and~~on ~~managing~~our ~~the~~operating ~~assets of VR Holdings~~results. ~~The~~ However, ~~valuation~~inflation ofmay ~~each~~become ~~investment~~a ~~will~~factor bein ~~subject to policies adopted by VR Holdings and may not reflect~~ the ~~actual financial prospects of such investment at any given time~~future.

~~Recovery~~Critical ~~Collection~~Accounting ~~Risks~~Policies

~~Part~~Basis of ~~the~~Presentation. ~~case~~The ~~selection~~consolidated financial ~~process~~statements ~~for~~and ~~investment~~accompanying ~~involves~~notes anare ~~assessment~~prepared byin usaccordance ofwith ~~the~~accounting ~~ability~~principles ofgenerally ~~the~~accepted ~~defendant~~in ~~to pay a judgment or award if~~ the ~~case~~United States isof ~~successful~~America. If ~~the~~Preparing ~~defendant~~financial isstatements ~~unable~~requires management to ~~pay~~make orestimates ~~the~~and ~~plaintiff~~assumptions orthat ~~defendant~~impact ~~seeks to challenge~~ the ~~validity~~reported amounts of ~~the~~assets, ~~investment~~liabilities, ~~on legal or professional ethics grounds~~revenue, we and, inexpenses. ~~the~~These ~~case~~estimates ofand ~~loans~~assumptions toare ~~law~~affected ~~firms,~~by ~~may~~management’s ~~encounter difficulties collecting our contractually agreed share~~ application of ~~litigation~~accounting ~~recoveries~~policies. ~~from~~Critical ~~plaintiffs~~accounting ~~selling~~policies ~~such~~include ~~interests~~revenue orrecognition ~~lawyers~~and ~~with~~impairment ~~which~~of ~~the law firms has a co~~long-~~counsel~~lived ~~relationship~~assets.

InWe ~~addition~~evaluate our long-lived assets for financial impairment on a regular basis in accordance with ASC 360, ~~although~~“Accounting VRfor ~~Holdings~~the ~~intends~~Impairment toor ~~seek~~Disposal ~~advice~~of onLong-Lived Assets” which evaluates the ~~proposed~~recoverability ~~rate~~of long-lived assets not held for sale by measuring the carrying amount of ~~interest~~the assets onagainst ~~our~~the ~~loans~~estimated todiscounted ~~law~~future ~~firms,~~cash flows associated with them. At the time such ~~interest~~evaluations ~~rate~~indicate ~~could~~that ~~nevertheless~~the future bediscounted ~~open~~cash toflows ~~challenge~~of ~~and,~~certain iflong-lived ~~successful,~~assets ~~might~~are ~~result~~not insufficient to recover the carrying value of such ~~interest~~assets, ~~payments~~the assets ~~being~~are ~~unenforceable~~adjusted orto ~~reduced~~their fair values.

~~Perceptions~~Development ofStage. ~~Lawyers~~The Company ~~and~~re-entered ~~Advisors~~the development stage on July 25, 2006. From inception to July 24, 2006, the Company had an accumulated deficit of $15,492,955.

~~The~~Table ~~participation~~ of ~~licensed~~Contents lawyers involved in investments contemplated by VR Holdings is fundamental to the business model of VR Holdings. Although VR Holdings will, before making an investment, obtain a reasoned, written opinion from an independent appropriately qualified lawyer to the effect that (with customary exceptions) the proposed investment will not give rise to professional ethical restrictions on ‘‘fee splitting’’ between lawyers and non-lawyers (or ‘‘fee sharing’’ between lawyers) or a violation of other legal prohibitions (such as champerty or maintenance), a number of professional ethics rules and legal restrictions are conceptual in nature and their application is difficult to predict. It is, therefore, possible that a court of law or a professional legal ethics regulatory authority in the U.S. will not agree with our opinions or our external experts if the issue is challenged. If such lawyers perceive either that the contemplated transactions are not legal or ethical under applicable laws or professional ethics rules, whether correctly or not, or that there is a risk that defendants, regulators or lawyers may challenge or raise defenses based on the existence of our investment, there may be a diminished market for some of the investment transactions proposed by VR Holdings.11

~~Enforceability~~Principles of ~~Investment~~Consolidation. ~~Contract~~The financial ~~Provisions~~statements include the accounts of VR Holdings, Inc. and its subsidiaries. Intercompany transactions and balances have been eliminated.

~~The~~Estimates ~~contracts which VR Holdings proposes to use to document investments in claims will be tailored to meet requirements~~ and ~~legal~~Assumptions. ~~restrictions~~Preparing financial ofstatements ~~the jurisdictions~~ in ~~which~~conformity ~~the~~with ~~claims~~accounting ~~are~~principles ~~purchased~~generally ~~and/or~~accepted in ~~which~~ the ~~claims~~United ~~are~~States ~~pending. However,~~of VRAmerica ~~Holdings~~requires ~~intends~~ management to ~~include~~make ~~standard~~estimates ~~clauses~~and inassumptions ~~those~~that ~~contracts~~affect ~~wherever possible. For example, VR Holdings intends to subject disputes between~~ the ~~claim~~reported ~~seller~~amounts ~~and~~of VRassets, ~~Holdings~~liabilities, ~~under~~revenue, ~~most or all investment documents to binding arbitration under laws~~ and ~~rules~~expenses. ofExamples ~~procedure~~include valuation ~~other than those~~ of ~~the~~stock-based ~~jurisdiction(s) in which the claim seller is resident or the underlying litigation or arbitration is pending~~compensation. VR ~~Holdings’~~Actual ~~investment~~results ~~documents will be drafted~~ and ~~reviewed~~outcomes ~~by qualified lawyers but the terms~~ may ~~not~~differ befrom ~~given~~management’s ~~the~~estimates ~~meaning~~ and ~~effect intended by VR Holdings if subject to a dispute before a court of competent jurisdiction or a relevant tribunal~~assumptions.

9Cash and Cash Equivalents. The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. At September 30, 2013, the Company had $7,864 of cash, $7,580 of which is included in assets held for sale, and $0 cash equivalents. At September 30, 2012, the Company had $8,880 cash, $3,300 of which was included in assets held for sale, and $0 cash equivalents.

InGoodwill. The ~~particular,~~Company afollows ~~court~~the ~~(including~~policy ~~that~~ of ~~the~~recognizing ~~relevant~~Goodwill ~~state~~when inacquiring ~~which the investment is being made) may decline to enforce the arbitration clauses for~~ a ~~variety~~company ~~of reasons and such a court~~ or ~~any~~line ~~relevant~~of ~~arbitration~~business ~~tribunal may, in certain circumstances, in fact determine that it is appropriate~~ to ~~apply~~ the ~~laws~~extent ~~of a jurisdiction (including~~ that of the assets ~~relevant~~acquired ~~state~~net inof ~~which~~liabilities ~~the~~assumed ~~investment~~ is ~~being~~less ~~made) other~~ than ~~those~~the ~~provided~~value ~~for~~of in the ~~documentation~~purchase price. In ~~addition,~~The ~~where~~Goodwill angenerated ~~award~~ is ~~rendered~~then byevaluated as ~~any~~to ~~court~~its orcontinuing ~~relevant~~value ~~arbitration~~and ~~tribunal under the terms of the investment documents, the courts of~~ any ~~jurisdiction~~deterioration ~~in which enforcement of that award or judgment~~ is ~~attempted~~amortized ~~may~~through ~~decline~~charges to ~~enforce~~the itStatement ~~for a number~~ of ~~reasons including, for example, public policy concerns~~Operations.

IfDiscontinued aOperations. The ~~court~~Company ~~were~~follows tothe ~~ignore~~policy orof ~~invalidate~~segregating athe ~~material~~assets ~~provision~~and liabilities of VRsubsidiaries ~~Holdings’~~or ~~investment~~lines ~~documents,~~of ~~such~~business ason its Balance Sheet from the ~~mandatory~~assets ~~arbitration~~liabilities ~~provisions,~~of continuing subsidiaries or ~~were~~lines toof ~~refuse~~businesses when it is decided to ~~enforce~~close anor ~~award~~dispose of a subsidiary or ~~judgment~~line ~~rendered~~of ~~pursuant~~business. toThe ~~those~~Company ~~provisions~~also, VRfollows ~~Holdings~~the ~~may~~policy ~~not~~of beseparately ~~able~~disclosing tothe ~~recover~~assets ~~its~~and ~~investment~~liabilities orand the ~~may~~net ~~incur~~operations ~~unanticipated~~of ~~costs~~a insubsidiary ~~recovering~~or ~~its~~line ~~investment~~of ~~and~~business ain ~~share~~its offinancial ~~returns~~statements ~~from~~when ~~the~~it ~~claim. This~~is ~~could~~decided ~~have~~to aclose ~~material~~or ~~adverse~~dispose ~~effect~~of ona subsidiary ~~our~~or ~~profitability~~line of business.

~~Reliance~~Goodwill onImpairment. The ~~Lawyers~~Company follows the policy of annually reviewing the carrying value of its Goodwill assets as to any impairment of the current value. In those cases where there has been an impairment of the carrying value of Goodwill, the carrying value of Goodwill is adjusted to reflect this impairment through a charge to the current year Statement of Operations.

VRInterests ~~Holdings~~in isLitigation. ~~reliant~~The interests ~~on the ability of the lawyers representing the plaintiffs~~ in ~~investment~~litigation ~~cases~~are tobeing ~~prosecute~~accounted ~~claims~~for ~~with~~as ~~due~~gain ~~skill and care~~contingencies. If ~~they fail to do this~~Therefore, itno isamounts ~~likely to~~ have abeen ~~material~~recorded ~~adverse~~for ~~affect~~these oninterests in the ~~value~~consolidated offinancial ~~VR Holdings’ investment~~statements. ~~While~~ weAny gains will ~~analyze and evaluate the experience and track record of the lawyers involved, the outcome of a case may not~~ be inrecorded ~~line~~when ~~with the plaintiffs’ lawyers’ assessment of the case~~realized.

InIncome ~~the~~Taxes. ~~case~~An ofasset ~~direct~~and ~~investments,~~liability approach VRis ~~Holdings~~used ~~will~~for ~~often~~financial ~~have~~accounting ~~limited~~and orreporting nofor ~~rights~~income totaxes. ~~control~~Deferred orincome ~~influence~~taxes ~~the~~arise ~~management,~~from ~~prosecution~~temporary ordifferences between ~~settlement~~income oftax aand ~~case. In~~financial ~~the~~reporting ~~case~~and ofprincipally ~~indirect~~relate ~~investments~~to ~~through~~recognition ~~loans~~of torevenue ~~law~~and ~~firms,~~expenses wein ~~will~~different ~~not~~periods for ~~have~~financial ~~any~~and ~~rights~~tax toaccounting ~~control~~purposes ~~the~~and ~~prosecution,~~are ~~disposition~~measured orusing ~~settlement~~currently ofenacted ~~the~~tax ~~particular~~rates ~~case~~and laws. ~~This~~ isIn ~~because~~addition, ~~such~~a ~~control~~deferred tax ~~could~~asset can be ~~seen~~generated toby ~~interfere~~net ~~with~~operating ~~the~~loss ~~attorney-client~~carryforwards ~~relationship~~(“NOLs”). ~~between~~If ~~the~~it ~~plaintiff~~is ~~and~~more ~~the~~likely ~~litigating~~than ~~attorney~~not ~~and~~that ~~may~~some ~~result~~portion or inall of a ~~court~~deferred ~~voiding~~tax VRasset ~~Holdings’~~will ~~investment~~not ~~for~~be ~~reasons of public policy~~realized, ~~or may result in~~ a ~~determination~~valuation ~~that~~allowance ~~VR Holdings’ investment~~ is ~~unenforceable against the plaintiff~~recognized.

~~Concentration~~Stock-Based Compensation. We measure compensation cost at the grant date based on the fair value of ~~Risk~~the award and recognize compensation cost upon the probable attainment of a specified performance condition or over a service period.

~~Although~~Reclassifications. weCertain ~~cannot~~amounts from ~~make an investment in a single claim in excess of $1,000,000 without our full board’s~~ prior ~~approval,~~periods ~~certain~~have ~~investments~~been ~~may~~reclassified ~~represent a significant proportion of VR Holdings’ total assets. As a result, the impact on VR Holdings’ performance and the potential returns~~ to ~~investors~~conform ~~will be more adversely affected if any one of those investments were~~ to ~~perform badly than would be~~ the ~~case~~current ifperiod ~~VR Holdings’ portfolio of investments were more diversified~~presentation.

~~Professional~~Earnings ~~Negligence~~(Loss) Per Common Share. Basic net earnings (loss) per common share are computed by dividing net earnings (loss) available to common shareholders by the weighted-average number of ~~Law~~common ~~Firms~~shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

The ~~law~~dilutive ~~firms~~effect ~~with which VR Holdings enters into a loan relationship will be required to maintain professional negligence insurance~~ of aoutstanding ~~minimum~~stock ~~standard. However,~~options and ~~such~~warrants ~~insurance~~is ~~will~~reflected ~~not~~in ~~cover~~diluted ~~liability~~earnings ~~for~~per ~~acts~~share orby ~~omissions~~application ~~that do not constitute professional negligence under the terms~~ of the ~~applicable~~treasury ~~policy~~stock method. ~~Moreover,~~ ifThe ~~the~~dilutive ~~advice~~effect ~~given~~of byoutstanding convertible asecurities ~~law~~is ~~firm~~reflected in ~~connection~~diluted ~~with~~earnings aper ~~co-counsel~~share ~~investment~~by isapplication ~~found~~of ~~to be negligent,~~ the insurance coverage might not be sufficient to cover the relevant firm’s loss. This may adversely affect the law firm’s ability to continue its operations, including its active participation in existing investments or coif-~~counsel~~converted ~~arrangements~~method. ~~As a result, certain investments by VR Holdings may need to be liquidated, and perhaps at a loss.~~

~~Legal~~Table ~~Professional~~of ~~Conflicts~~Contents 12

~~Lawyers~~The ~~have~~Company ahas ~~primary~~no ~~duty~~outstanding tostock ~~the~~options, ~~courts~~warrants, ~~and~~or convertible asecurities ~~secondary~~which ~~duty~~would tobe ~~their~~considered ~~clients. In~~dilutive ~~the~~at ~~case~~September of30, ~~loans~~2013. toAs ~~law~~of ~~firms~~September 30, ~~these~~2013 ~~duties~~and –2012, ~~including~~ the Company ~~attendant~~had ~~responsibilities such as independent judgment~~10, ~~client confidentiality~~000,000 and ~~the~~9,000,000 ~~rules~~common ~~relating~~stock towarrants ~~legal~~outstanding, ~~professional~~respectively, ~~privilege~~with –an ~~are~~exercise ~~paramount~~price ~~given the nature~~ of ~~the~~$0.10 ~~business~~per share offor ~~law~~all ~~firms as a legal practice~~Warrants. ~~Any~~ ~~law~~At ~~firms~~September to30, ~~whom~~2013 VRand ~~Holdings~~2012, ~~makes~~the amarket ~~loan,~~for ~~with~~the ~~respect~~common toshares ~~all~~of ~~legal~~VR ~~professional representations~~Holdings, ~~owe~~Inc. ~~overriding~~was ~~duties~~so oflimited that ~~independent~~it ~~judgment~~was todetermined ~~their~~that ~~clients. There~~it ~~could~~was beimpossible ~~circumstances~~for insufficient ~~which~~number ~~the lawyers~~ of aoptions ~~law firm are required~~ to ~~act in accordance with these duties, which may~~ be ~~contrary~~exercised to ~~other~~cause ~~responsibilities~~any todilutive VReffect upon ~~Holdings~~the orearnings ~~inconsistent~~per ~~with~~share ~~VR Holdings’ investment strategy~~calculation.

10The basic net loss per common share is computed by dividing the net loss by the weighted average number of shares outstanding during a period. Diluted net loss per common share is computed by dividing the net loss, adjusted on an as if converted basis, by the weighted average number of common shares outstanding plus potential dilutive securities using the treasury stock method. For the years ended September 30, 2013 and 2012, potential dilutive securities that had an anti-dilutive effect were not included in the calculation of diluted net loss per common share. These securities include options and warrants to purchase shares of common stock. Under the treasury stock method, an increase in the fair market value of the Company’s common stock results in a greater dilutive effect from outstanding options, restricted stock awards and common stock warrants.

~~Key~~As ~~Personnel~~ of VRSeptember ~~Holdings~~30, 2013 and 2012, there are no potentially dilutive securities that are anti-dilutive.

~~Our~~Fair ~~future~~Value ~~financial success depends to a large degree upon the personal efforts~~ of ~~our~~Financial ~~key personnel~~Instruments. In Effective ~~our~~January ~~formative period~~1, ~~John E. Baker~~2008, ~~our~~the ~~chief~~Company ~~executive~~adopted ~~officer,~~the ~~president,~~framework ~~and~~for ~~chief~~measuring ~~financial~~fair ~~officer,~~value ~~will~~that ~~play~~establishes ~~the~~a ~~major~~fair ~~role~~value inhierarchy that ~~securing~~prioritizes the ~~services~~inputs ofto ~~those~~valuation ~~persons~~techniques ~~who~~used ~~can~~to ~~develop~~measure ~~our~~fair ~~business~~value. ~~strategy~~The ~~and~~hierarchy ~~technology~~gives ~~upon~~the ~~receipt~~highest ofpriority ~~sufficient funds~~ to ~~pay~~unadjusted quoted ~~for~~prices ~~such services either from success~~ in VRactive ~~Holdings’~~markets ~~litigation~~for ~~efforts~~identical orassets ~~through receipt of funds from borrowing~~ or ~~sales~~liabilities of(Level ~~common~~1 ~~stock. While~~measurements) ~~we intend to employ additional management~~ and ~~marketing~~lowest ~~personnel~~priority ~~in order~~ to ~~minimize~~unobservable inputs ~~the~~(Level ~~critical~~3 ~~dependency upon any one person, there can be no assurance that we will be successful in attracting and retaining the persons needed~~measurements). We doThe ~~not~~three ~~have~~levels ~~an employment contract with Mr. Baker, who will devote only a limited amount~~ of ~~time~~the tofair ~~our~~value ~~affairs,~~hierarchy ~~since~~are hedescribed ~~has a full-time job as President and CEO of Inware Technologies, Inc.~~below:

VRBasis ~~Holdings~~of ~~Needs~~Fair ToValue ~~Hire Specialized Personnel~~Measurement

~~Although~~Level we1 Observable ~~are~~input ~~committed~~that reflects toquoted ~~the~~prices ~~continued~~(unadjusted) ~~development~~for ~~and~~identical ~~growth~~assets ofor ~~our~~liabilities ~~business, we will need to engage specialized key personnel, such as underwriters and legal personnel, to assess risks of investing~~ in ~~lawsuits~~active ~~and to assist VR Holdings in the execution of our business model, inasmuch as John E~~markets. Baker, our chief executive officer, does not possess the requisite level of expertise to perform such functions. It is possible that we will not be able to locate and hire such specialized personnel on acceptable terms.

~~Adequacy~~Level of2 Inputs ~~Working~~reflect ~~Capital~~quoted prices for VRidentical ~~Holdings~~assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the asset or the liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

WeLevel ~~hope~~3 Unobservable toinputs ~~generate sufficient capital to fund our business plan through a successful resolution of~~ reflecting the ~~litigation in which we are currently involved. See “Management’~~Company's ~~Discussion~~own ~~and~~assumptions ~~Analysis~~incorporated ofin ~~Financial~~valuation ~~Condition~~techniques ~~and~~used ~~Results~~to ofdetermine ~~Operations~~fair ~~– Financing Activities,” and “Business – Legal Proceedings~~value.~~” However,~~ ifThese ~~our~~assumptions ~~litigation efforts~~ are ~~unsuccessful or do not generate sufficient cash~~ required to ~~fund~~be ~~our~~consistent ~~anticipated operations, we still intend to proceed~~ with ~~our~~market ~~proposed~~participant ~~business~~assumptions ~~plan~~that ~~and we may try to raise what we feel is sufficient working capital for our current business plan, by means of a private placement or registered public offering of our shares. If we~~ are ~~not~~reasonably ~~able to raise additional capital through the sale of our shares or if we are unsuccessful in our litigation efforts, we would not be able to continue and our business would fail~~available. 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.

The ~~Financial~~Company’s ~~Results~~financial instruments consist principally of cash, accounts receivable, accounts payable, loans payable, and amounts due related parties. Pursuant to ACS 820, the fair value of our cash is determined based on “Level 1” which consist of quote active markets for VRidentical ~~Holdings~~assets, We ~~May~~believe Bethat ~~Affected~~the byrecorded ~~Factors~~values ~~Outside~~of all of ~~Our~~our ~~Control~~other financial instruments approximates current fair values because of their nature and respective maturity dates or durations. Amounts in each level include:

Our future operating results may vary significantly from quarter to quarter due to a variety of factors, many of which are outside our control. Our anticipated expense levels are based, in part, on our estimates of future revenues and may vary from projections. We may be unable to adjust spending rapidly enough to compensate for any unexpected revenues shortfall. Accordingly, any significant shortfall in revenues in relation to our planned expenditures would materially adversely affect our business, operating results, and financial condition.

	As of September 30, 2013
	2013		2012
Level 1	$	0	$	0
Level 2	$	0	$	0
Level 3	$	0	$	0

WeTable ~~cannot predict with certainty our success in litigation. Further, we believe that period-to-period comparisons~~ of ~~our~~Contents ~~operating results are not necessarily a meaningful indication of future performance.~~13

~~Government~~Financing ~~Regulations~~Activities

~~The~~We ~~business~~do not plan to fund our proposed operations from litigation efforts. If we are unsuccessful in our litigation, we still intend to move forward with the acquisition of VREETC. ~~Holdings~~At isthe ~~subject~~time of this Report, we are engaged in a Letter of Intent to ~~various~~acquire ~~legal~~a ~~and~~target ~~ethical~~company. ~~restraints~~In ~~imposed~~the byfuture, ~~various~~we ~~jurisdictions~~may raise additional capital though equity or debt offerings. ~~See~~ ~~“Business~~At –present, ~~Legal~~we ~~and~~do ~~Professional~~not ~~Ethics~~have ~~Issues~~any commitments with respect to future financings.” If we are unable to raise the capital we need to finance our business, our proposed business may fail. Neither counsel nor VR Holdings offers any guarantee regarding the proposed acquisition, completion or outcome of the transaction.

11At 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 $100,000 to fund our operations over the next 12 months. These funds will be spent primarily on legal, audit and accounting services.

~~Employees~~Quantitative and Qualitative Disclosures about Market Risk

AsWe ofconduct ~~the~~all ~~date~~ of ~~this~~our ~~Report,~~transactions ~~VR Holdings does not have any employees~~in U. WeS. ~~do not currently anticipate that we will hire any employees in the next six months~~dollars. ~~However,~~ asWe ~~our~~are ~~operations~~therefore ~~expand,~~not wedirectly ~~will~~subject ~~need~~ to ~~employ~~ the ~~persons~~risks ~~that~~of weforeign ~~may~~currency ~~need. We~~fluctuations and do not ~~feel~~hedge ~~that~~or weotherwise deal ~~would~~in ~~have~~currency ~~any~~instruments ~~difficulty~~ in ~~locating~~an ~~needed~~attempt ~~help~~to minimize such risks.

~~From time~~Stock-~~to-time,~~Based we anticipate that we will use the services of independent contractors and consultants to support our business development. We believe our future success depends in large part upon the continued service of our senior management personnel and our ability to attract and retain highly qualified managerial personnel.Compensation

~~Item~~We 1Arecognize compensation cost for stock-based awards based on the estimated fair value of the award on date of grant. ~~Risk~~We ~~Factors~~measure compensation cost at the grant date based on the fair value of the award and recognize compensation cost upon the probable attainment of a specified performance condition or over a service period.

~~Not~~Recently ~~applicable.~~Issued Accounting Pronouncements

~~Item~~In 1BFebruary 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. ~~Unresolved~~2013-02, ~~Staff~~Comprehensive ~~Comments~~Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

~~None~~- Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and - Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

~~Item~~The 2amendments apply to all public and private companies that report items of other comprehensive income. ~~Properties~~Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

~~The~~Table ~~principal executive offices~~ of VRContents ~~Holdings are located at 1615 Chester Road, Chester, Maryland 21619. We lease this facility, effective as of March 1, 2010 on a month to month, at a rental rate of $1,000 per month.~~14

~~Item~~In 3January 2013, the FASB issued ASU No. ~~Legal~~2013-01, ~~Proceedings~~Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

~~We,~~In ~~through~~October ~~our subsidiaries~~2012, ~~are~~the ~~involved~~Financial inAccounting Standards ~~one~~Board ~~lawsuit,~~(FASB) ~~styled~~issued ~~Morton~~Accounting M.Standards ~~Lapides,~~Update ~~Sr.,~~(ASU) ~~MML~~2012-04, ~~Inc.,~~“Technical ~~and~~Corrections ~~VR Holdings, Inc. v. Cerberus Capital Management, LP., Madeleine, LLC, Gordon Brothers Group, Warren Feder~~ and ~~Stephen~~Improvements” in aAccounting ~~Feinberg,~~Standards ~~Circuit~~Update ~~Court for Cook County Illinois, Docket~~ No. ~~09 L 004607; and VR Holdings, Inc~~2012-04. v.The ~~Cerberus~~amendments ~~Capital~~in ~~Management,~~this ~~LP.,~~update ~~Madeleine,~~cover ~~LLC,~~a ~~Gordon~~wide ~~Brothers~~range ~~Group,~~of ~~Warren~~Topics ~~Feder~~in ~~and~~the ~~Stephen~~Accounting AStandards Codification. ~~Feinberg,~~These ~~Circuit~~amendments ~~Court~~include ~~for~~technical ~~Cook~~corrections ~~County Illinois, Docket No. 12L008718 MML,. All claims held by Mr.~~ and ~~Mrs.~~improvements ~~Morton M. Lapides, Sr. discussed below have been assigned~~ to ~~VR Holdings. It is our plan to use~~ the ~~proceeds~~Accounting ~~received~~Standards byCodification usand asconforming amendments arelated ~~result of the below described litigation~~ to ~~fund~~fair ~~our~~value ~~VR Holdings business plan going forward~~measurements. If weThe ~~are~~amendments ~~unsuccessful~~ in ~~the~~this ~~litigation~~update orwere doeffective ~~not~~for ~~receive~~fiscal ~~sufficient~~periods ~~funds,~~beginning weafter December ~~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~~15, ~~our business plan will fail~~2012. At ~~the~~The ~~time~~adoption of ~~this~~ASU ~~Report,~~2012-04 weis ~~are~~not ~~currently~~expected ~~offering~~to ~~through~~have a ~~private~~material ~~placement~~impact ~~shares~~on of our ~~common~~financial ~~stock~~position ~~in order to raise needed capital. In the future, we may raise additional capital though equity~~ or ~~debt~~results of ~~offerings~~operations.

12In 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 ~~Basis~~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 ~~Litigation~~financial position or results of operations.

In December 2011, the ~~late~~FASB ~~1980s~~issued ASU 2011-12, it“Deferral ~~was~~of ~~discovered~~the ~~that~~Effective ~~Mr.~~Date ~~Lapides~~for ~~had~~Amendments ~~pancreatic~~to ~~cancer~~the ~~and~~Presentation ~~the~~of ~~outlook~~Reclassifications ~~was~~of ~~not~~Items ~~good. In~~out ~~researching~~of ~~possible~~Accumulated Other ~~treatments,~~Comprehensive MrIncome in Accounting Standards Update No. ~~Lapides~~2011-05. ~~discovered~~This update defers the requirement to present items that are ~~John~~reclassified ~~Hopkins~~from ~~Hospital~~accumulated ~~had~~other ancomprehensive ~~experimental~~income ~~program~~to ~~for~~net income in both the ~~treatment~~statement of ~~pancreatic~~income ~~cancer~~where ~~which~~net ~~consisted~~income ofis presented ~~standard~~and ~~treatment~~the ~~(chemotherapy)~~statement ~~and~~where ~~alternative~~other ~~medicine~~comprehensive income is presented. ~~Mr.~~ ~~Lapides~~The ~~volunteered~~adoption of ASU 2011-12 is not expected to ~~participate~~have a inmaterial ~~the~~impact ~~experimental~~on ~~program~~our financial position or results of operations.

AsIn aDecember ~~result~~2011, of the ~~successful~~FASB ~~treatment~~issued ~~of Mr~~ASU No. ~~Lapides~~2011-11 at“Balance ~~John~~Sheet: ~~Hopkins~~Disclosures ~~Hospital,~~about VROffsetting ~~Holdings~~Assets ~~decided~~and toLiabilities” ~~donate~~(“ASU ~~$80,000,000~~2011-11”). toThis Update ~~The~~requires ~~Cancer~~an ~~Foundation~~entity ofto ~~which~~disclose ~~$75,000,000~~information ~~was~~about tooffsetting beand ~~donated~~related arrangements to ~~Johns~~enable ~~Hopkins~~users ~~Hospital. With the destruction~~ of VRits ~~Holdings~~financial bystatements to ~~the~~understand ~~actions allegedly taken by various parties as described below, VR Holdings was denied~~ the ~~funds~~effect itof ~~planned~~those toarrangements ~~donate~~on toits ~~The~~financial ~~Cancer Foundation and the gift was never made~~position. The ~~intended~~objective ~~contribution became a claim~~ of ~~The~~this ~~Cancer~~disclosure ~~Foundation. On~~is ~~July~~to ~~25,~~facilitate ~~2006,~~comparison between ~~the~~those ~~$80,000,000~~entities ~~claim~~that ~~plus~~prepare ~~interest~~their offinancial ~~The~~statements ~~Cancer~~on ~~Foundation was exchanged by VR Holdings for 27,820,643 shares of~~ the ~~common~~basis ~~stock~~ of ~~VR Holdings, Inc~~U.S. ~~using~~GAAP ~~the~~and ~~exchange~~those ~~rate~~entities ofthat ~~$4.47~~prepare oftheir financial ~~claim~~statements ~~value~~on ~~for~~the ~~every~~basis ~~share~~ of ~~VR Holdings common stock~~IFRS. ~~Inasmuch~~ as The ~~Cancer~~amended ~~Foundation~~guidance ~~exchanged~~is ~~its~~effective ~~claim~~ for ~~shares~~annual ofreporting ~~our~~periods ~~common~~beginning ~~stock,~~on ~~we do not believe that The Cancer Foundation has a claim in tort~~ or ~~other~~after January ~~cause~~1, of2013, ~~action~~ and ~~will~~interim ~~not~~periods bewithin ~~able~~those toannual ~~file~~periods. ~~any~~We ~~other~~are ~~cause~~currently ofevaluating ~~action~~the ~~against~~impact, VRif ~~Holdings~~any, ~~due~~that to the ~~failure~~ adoption of VRthis ~~Holdings~~pronouncement tomay ~~make~~have ~~the~~on ~~gift~~our toresults ~~The~~of ~~Cancer~~operations ~~Foundation. It~~or ~~should~~financial ~~be clearly understood that The Cancer Foundation has no claim against VR Holdings and is no longer a party to the Illinois litigation~~position.

~~The~~Table ~~Cancer~~of ~~Foundation,~~Contents ~~Inc. v. Cerberus Capital Management, LP~~15

~~This is a breach of contract case pending in the Illinois state court. MML, Inc. (“MML”) a wholly~~Off-~~owned~~Balance ~~subsidiary~~Sheet of VR Holdings, Transcolor Corp., a company owned by MML (“Transcolor”), and Morton M. Lapides, Sr. (“Lapides”) (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”) discussed below, 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 and Transcolor were initially plaintiffs, but later dropped out because only Lapides and MML were parties to the 1997 Agreement.Arrangements

~~MML’s~~We ~~Acquisition~~do ofnot ~~Winterland. Transcolor,~~have aany ~~subsidiary of MML, purchased T~~off-~~shirts,~~balance ~~printed on them and sold the finished product and other items of casual wear~~sheet arrangements. Between 1994 and 1996, Transcolor began to lose significant business because its customers were installing their own printing presses. To help restore Transcolor to financial health and to reap the financial benefits and synergies derived from acquiring a valuable company in a related business, MML decided to purchase Winterland. Winterland was founded by the legendary rock concert promoter Bill Graham, who developed the company, initially at the request of The Grateful Dead, to sell T-shirts bearing the images of rock groups who performed at concert venues. When the plaintiffs acquired Winterland, it held approximately 300 licenses to print T-shirts of famous rock stars, including Madonna, Jimi Hendrix, and the Doors, and the rights to sell T-shirts at rock concerts and other locations throughout the United States and abroad. The company also designed and printed T-shirts for clothing designers and retail stores.

InSubsequent March 1996, MML began negotiations to purchase Winterland from its then owner MCA, Inc. – a subsidiary of The Seagram Company Ltd. MML felt there were strong synergies between Winterland – a company that owned valuable licenses to print T-shirts and Transcolor – a company that owned two high-volume plants that printed T-shirts. Transcolor’s two plants were underutilized and could print T-shirts at very high volumes. Additionally, the locations of Transcolor’s plants – one on the east coast and one on the west coast – would result in freight savings.Events

~~MML~~On ~~successfully~~January ~~concluded~~5, ~~negotiations~~2014, toa ~~purchase~~Letter ~~Winterland~~of onIntent was ~~August~~executed ~~14,~~whereby ~~1996~~VR ~~for~~Holdings ~~$21~~is ~~million~~interested in acquiring all of the outstanding ownership interests (the “Acquisition”) of Enelco Environmental Technologies Co. At, ~~that~~Ltd. ~~time~~and EETC USA, ~~Winterland~~LLC ~~had~~(collectively anreferred ~~alleged~~to ~~value~~as of“EETC”) ~~approximately~~from ~~$69~~China ~~million~~MPP Ventures, ~~including~~LLC, ~~reserves~~a Maryland limited liability company (“CMPP”) on terms that would be mutually agreeable. As ~~part~~EETC ofis engaged in the ~~transaction,~~business ~~Winterland~~of ~~agreed~~industrial toair apollution ~~long-term~~control. ~~lease~~We previously reported the execution of ~~Transcolor’s~~the ~~two~~Letter ~~plants,~~of Intent by the ~~manufacturing~~filing of ~~equipment~~a ~~contained~~Form ~~therein~~8-K with the Securities and ~~its~~Exchange ~~business~~Commission ~~operations~~on ~~for~~January $18, 2014.4 ~~million~~Neither incounsel ~~rent~~nor ~~per~~VR ~~year~~Holdings ~~for~~offers 10any ~~years~~guarantee regarding the proposed acquisition, acompletion ~~total~~or outcome of ~~$14~~the ~~million~~transaction.

ToVR ~~finance~~Holdings ~~its~~and ~~acquisition,~~CMPP ~~MML~~wish ~~negotiated~~to commence negotiating a ~~$23~~definitive ~~million~~written ~~bridge~~agreement ~~loan~~providing ~~with~~for the ~~defendants~~Acquisition (the “Definitive Agreement”). To facilitate the negotiation of the Definitive Agreement, ~~Gordon~~the ~~Brothers~~parties ~~and~~request ~~Madeleine~~that VR Holdings’ counsel prepare an initial draft. The execution ~~loan,~~of ~~which~~the ~~closed~~Definitive onAgreement ~~August~~would ~~14,~~be ~~1996~~subject ~~and~~to ~~had~~the asatisfactory ~~maturity~~completion ~~date~~of the ongoing investigation by VR Holdings and CMPP of ~~January~~their ~~31,~~respective ~~1997~~businesses, ~~was~~approval ~~secured~~ by ~~Winterland’s~~their ~~receivables,~~respective ~~inventory,~~boards ~~fixed~~of ~~assets~~directors, ~~licenses~~ and ~~stock,~~the ~~along~~approval ~~with~~of ~~guarantees~~the ~~from~~Acquisition by ~~Lapides~~the stockholders of VR Holdings and ~~MML~~owners of CMPP.

13If the acquisition were to be completed, VR Holdings may be in a stronger position to not only continue to growth the operations of EETC, but also to continue to efforts in the litigation asset held by VR Holdings. Neither counsel nor VR Holdings offers any guarantee regarding the proposed acquisition or outcome of the pending litigation.

~~MML~~The ~~put~~following inorganization achanges ~~management~~have ~~team~~also occurred atsubsequent ~~Winterland~~to ~~that~~the ~~included~~fiscal ~~Lapides~~year asend. ~~chairman~~On ~~and~~January ~~chief~~6, ~~executive~~2014, ~~officer~~Harry J. ~~Immediately~~ ~~prior~~Conn, due to personal reasons and the ~~acquisition~~press of other matters, ~~MML~~resigned ~~hired~~as ~~Carl~~a ~~Kampel~~director ~~(“Kampel”)~~of asthe ~~Winterland’s~~registrant. ~~chief~~There ~~financial~~were ~~officer~~no disagreements between Mr. Conn and the registrant. Other than as a ~~member~~result of ~~its~~his board membership and serving on the audit committee of the registrant, Mr. Conn did not serve on any committee of our board of directors. The registrant has furnished to Mr. Conn a copy of the Form 8-K before its filing. Mr. Conn has been afforded an opportunity to state whether or not he agrees or disagrees with the statements contained herein. Mr. Conn has stated that he agrees with the statements contained in the Form 8-K.

InOn VRJanuary ~~Holdings’~~9, ~~opinion~~2014, ~~Winterland~~John ~~turned~~E. ~~out~~Baker, due to personal bereasons aand ~~profitable~~the ~~business~~press of other matters, resigned as chairman, chief financial officer, principal accounting officer, and assistant secretary of the registrant. ~~Within~~ ~~five~~There ~~months~~were –no ~~Winterland~~disagreements ~~had~~between ~~paid~~Mr. Baker and the ~~defendants~~registrant. ~~$10~~Other ~~million~~than as a result of his board membership and serving on the ~~$23~~audit ~~million~~committee itof ~~owed~~the registrant, Mr. Baker did not serve on any committee of our board of directors. The registrant has furnished to Mr. Baker a copy of the ~~bridge~~Form ~~loan~~8-K before its filing. Mr. Baker has been afforded an opportunity to state whether or not he agrees or disagrees with the statements contained herein. Mr. Baker has stated that he agrees with the statements contained in the Form 8-K.

~~The~~Likewise, ~~Defendants’~~on ~~Alleged~~January ~~Agreement~~9, ~~with~~2014, ~~Mr.~~our ~~Kampel~~board of directors elected Matthew A. VR ~~Holdings’~~Lapides ~~complaint~~to ~~alleges~~be ~~that~~chairman, ~~the~~chief ~~defendants~~financial ~~determined~~officer, ~~that~~principal ~~that~~accounting itofficer, ~~would~~and beassistant ~~more~~secretary of ~~profitable~~the toregistrant. The registrant and Mr. Lapides have annot ~~equity~~entered ~~position~~into inany ~~Winterland~~material plan, socontract ~~the~~or ~~defendants~~arrangement ~~allegedly~~(whether ~~decided~~or not written) to ~~wrest~~which ~~control~~Mr. ofLapides ~~Winterland~~is ~~from~~a ~~its~~party ~~owner,~~or ~~MML~~in which he participates. ~~This~~ ~~was~~Moreover, atthere ahas ~~time~~been ~~when~~no material amendment in connection with any triggering event or any grant or award to Mr. Lapides ~~was~~or ~~gravely~~modification ~~ill~~thereto, under any such plan, contract or arrangement in connection with ~~pancreatic~~any ~~cancer~~such event.

InThe ~~the~~members ~~fall~~of our board of ~~1996,~~directors ~~Mr.~~are subject ~~Kampel~~to ~~met~~change ~~several~~from ~~times~~time ~~with~~to time by the ~~president~~vote of ~~Gordon~~the ~~Brothers,~~stockholders ~~who~~at ~~was~~special ~~evaluating~~or ~~Winterland~~annual onmeetings ~~behalf~~to ofelect directors. Officers are elected annually by the ~~defendants~~directors. In ~~those~~There ~~meetings~~are no family relationships among our directors and officers. However, the family of Mr. ~~Kampel~~Lapides ~~allegedly~~is ~~secretly~~the ~~agreed~~owner toof ~~assist~~Deohge ~~the~~Corp., ~~defendants~~a toMaryland ~~take~~corporation, ~~control~~the controlling stockholder of ~~Winterland. In~~the ~~exchange~~registrant, Mrwhose executive officer and director is Pamela Lapides. ~~Kampel~~There ~~was~~are ~~allegedly~~no ~~promised~~arrangements ~~that~~or ~~for~~understandings ~~$50,000,~~between heMr. ~~could~~Lapides ~~purchase~~and aany ~~large~~other ~~equity~~person ~~interest~~pursuant to inwhich ~~Winterland~~he ~~and~~was ~~retain~~or ~~his~~is ~~position~~to asbe ~~chief~~selected ~~financial~~as an officer or director of the registrant.

AtTable ~~the same time that Mr. Kampel made his alleged agreement, Winterland’s senior management was instructing him to look for a line~~ of ~~credit~~Contents to pay suppliers and to obtain long-term financing to take out the defendants’ bridge loan. Mr. Kampel allegedly disobeyed these instructions in order to prevent Winterland from obtaining alternative financing, thereby causing a default on the bridge loan and putting enormous financial pressure on MML and Winterland to accept whatever terms might be imposed by the defendants as a condition of extending the loan.16

~~MML~~There ~~Discovers~~has ~~Mr.~~not ~~Kampel’s~~been, ~~Agreement~~in ~~and~~ the ~~Defendants~~past ~~Call~~or since the ~~Loan. Winterland’s~~beginning ~~inability~~of ~~to obtain long-term financing left Winterland with no access to working capital and~~ the ~~prospect~~registrant's ~~that~~last itfiscal ~~would be in default of its bridge loan~~year, ~~the~~or ~~due~~any ~~date~~currently ofproposed ~~which had been extended to March 1997. In early March 1997~~transaction, between Mr. Lapides ~~discovered~~and ~~Mr.~~the ~~Kampel’s~~registrant and ~~alleged agreement with~~ the ~~defendants~~amount toinvolved ~~wrest~~exceeded ~~control of Winterland from MML. On March 4~~$120, ~~1997~~000, ~~Mr. Lapides~~ and ~~John Woods, Winterland’s vice president and~~ in~~-house~~ ~~legal~~which ~~counsel, confronted~~ Mr. ~~Kampel,~~Lapides ~~who~~had ~~admitted~~or ~~his~~will ~~alleged~~have ~~agreement~~a ~~with~~direct ~~the~~or ~~defendants. Mr.~~indirect ~~Kampel~~material ~~was~~interest. ~~immediately removed from Winterland’s board~~ As of ~~directors and put on administrative leave. Soon thereafter,~~ the ~~defendants~~date ~~informed Winterland that it was in default~~ of the ~~bridge~~Form ~~loan~~8-K ~~because~~filed ofwith ~~Winterland’s~~the ~~failure~~Securities ~~to provide monthly~~ and ~~year-to-date~~Exchange ~~financial~~Commission ~~statements~~on ~~certified~~January by9, ~~its~~2014, ~~chief~~the ~~financial~~registrant ~~officer~~and ~~– Carl Kampel.~~ Mr. ~~Woods~~Lapides have ~~subsequently~~not ~~asked~~executed ~~Mr.~~any ~~Kampel~~compensation ~~whether~~arrangement ~~this~~as ~~allegation~~a ~~was~~result ~~true.~~ of Mr. ~~Kampel~~Lapides' ~~admitted~~service ~~that he had not provided the defendants with financial reports –~~ as ~~required~~an byofficer ~~the~~and ~~terms~~director of the ~~bridge loan – after November 1996~~registrant.

~~The~~Our ~~Parties~~board ~~Negotiate~~of ~~the~~directors ~~Shareholders~~has ~~Agreement. With~~adopted nocharters for ~~alternative~~various ~~source~~committees; none of ~~financing,~~the ~~Winterland~~committees ~~was~~has ~~forced~~been toorganized. ~~negotiate~~However, anour ~~extension~~complete ofboard ~~the~~does ~~bridge~~serve ~~loan~~as ~~with~~an ~~the~~audit ~~defendants~~committee. ~~The~~ As ~~Shareholders~~a ~~Agreement,~~result ~~dated~~of ~~April~~Mr. ~~11,~~Lapides ~~1997,~~being ~~was~~a ~~the~~member ~~product~~ of ~~those~~the ~~negotiations. The~~board ~~key~~of ~~terms~~directors of the ~~Shareholders~~registrant, ~~Agreement~~he ~~were~~will asserve ~~follows:~~on the audit committee of the registrant.

~~The~~Item ~~defendants acquired an 80 percent interest in~~ 7A. Quantitative and ~~voting~~Qualitative ~~control~~Disclosures ofabout ~~Winterland;~~Market Risk.

·Not applicable.

AItem ~~new~~8. Financial ~~board~~Statements and ofSupplementary ~~directors was established;~~Data.

·The financial statements and related notes are included as part of this Annual Report as indexed in the appendix on page F-1, et seq.

~~The~~Item ~~bridge~~9. Changes ~~loan~~in and ~~was~~Disagreements ~~extended~~with ~~for~~Accountants ~~one~~on ~~year~~Accounting –and ~~from~~Financial ~~April 11, 1997 to March 31, 1998, defined by the Shareholders Agreement as the “Refinancing Period”;~~Disclosure.

·Dismissal of Former Certifying Accountants. On August 9, 2012, the registrant dismissed its independent auditor, GBH CPAs, PC (“GBH CPAs, PC”), which dismissal was reported in our Current Report filed on August 10, 2012.

~~During~~GBH ~~the~~CPAs, ~~Refinancing~~PC’s ~~Period,~~reports on ~~MML~~the ~~could~~registrant’s ~~propose~~financial tostatements for the ~~defendants~~year ~~for~~ended ~~their~~September ~~good~~30, ~~faith~~2011, ~~consideration~~did annot ~~offer~~contain toan ~~purchase~~adverse ~~their~~opinion ~~shares~~or ina disclaimer ~~Winterland~~of opinion, and were not qualified or modified as to ~~repay~~uncertainty, ~~the~~audit ~~balance~~scope, ~~due~~or accounting principles, except that GBH CPAs, PC’s reports on the ~~bridge~~registrant’s ~~loan;~~Form 10-K for the year ended September 30, 2011, raised substantial doubt about its ability to continue as a going concern.

·The decision to dismiss GBH CPAs, PC was recommended by the registrant’s board of directors.

~~Mr.~~During ~~Lapides~~the ~~was~~two ~~appointed~~most ~~vice~~recent ~~chairman~~fiscal years ofand ~~Winterland~~any subsequent interim period through August 9, 2012, there have not been any disagreements between the registrant and GBH ~~given~~CPAs, anPC ~~employment~~on ~~contract~~any ~~for~~matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the ~~Refinancing~~satisfaction ~~Period;~~of GBH CPAs, PC, would have caused it to make reference to the subject matter of the disagreements in connection with its reports on the financial statements for such periods.

·Engagement of New Certifying Accountants.

~~Winterland~~On August 9, 2012, the registrant engaged M & K CPAS PLLC, certified public accountants, (“M & K CPAS”) as the registrant’s independent accountants to report on the registrant’s balance sheet as of June 30, 2012, and ~~Transcolor~~the ~~extended~~related ~~their~~combined ~~lease~~statements ~~agreement~~of ~~for~~income, stockholders’ ~~one-year;~~equity and cash flows for the years then ended. The decision to appoint M & K CPAS was approved by the registrant’s Board of Directors. See our Current Report filed with the Commission on August 10, 2012.

·During the registrant’s two most recent fiscal years and any subsequent interim period prior to the engagement of M & K CPAS, neither the registrant nor anyone on the registrant’s behalf consulted with M & K CPAS regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the registrant’s financial statements, and either a written report was provided to the registrant or oral advice was provided that the new accountant concluded was an important factor considered by the registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) and the related instructions to Regulation S-K) or a reportable event (as described in paragraph 304(a)(1)(v) of Regulation S-K).

~~Mr.~~Table ~~Kampel~~of ~~was~~Contents ~~prohibited from having a management or consulting position during the Refinancing Period.~~17

14The registrant has provided GBH CPAs, PC with a copy of the disclosures it is making in this current report, which GBH CPAs, PC has received no later than the day that the disclosures are filed with the Commission. The registrant requested that GBH CPAs, PC furnish the registrant with a letter addressed to the Commission stating whether it agrees with the statements made by the registrant in response to Item 304(a) of Regulation S-K, and, if not, stating the respects in which it does not agree. Inasmuch as GBH CPAs, PC’s letter is unavailable at the time of the filing this report, the registrant has requested GBH CPAs, PC to provide the letter as promptly as possible so that the registrant can file the letter with the Commission within ten business days after the filing of this report. Notwithstanding the ten business day period, the registrant shall file the letter by amendment within two business days of receipt; if the letter is received on a Saturday, Sunday or holiday on which the Commission is not open for business, then the two business day period shall begin to run on and shall include the first business day thereafter.

~~The~~Item ~~plaintiffs allege that a core purpose of the Shareholders Agreement included the continuation of the Transcolor leases and giving MML and Mr~~9A. Controls ~~Lapides time to repay the bridge loan~~ and ~~regain control of Winterland during the “Refinancing Period~~ Procedures.” MML and Mr. Lapides allegedly had the contractual right to buy back Winterland within one year and to pay off the balance of the bridge loan. Due to Winterland’s profitability, the plaintiffs believed it was highly likely that MML would be able to do exactly that.

The Defendants Put Winterland into Bankruptcy. On August 8, 1997, approximately three months after the Shareholders Agreement was signed, the defendants placed Winterland into a pre-packaged Chapter 11 bankruptcy. The Winterland bankruptcy was a voluntary Chapter 11 petition filed by Winterland Concessions Company. Winterland filed for bankruptcy on August 8, 2008. Winterland was controlled by Madeleine, LLC and Gordon Brothers Capital Corporation, which are the companies that directed Winterland into bankruptcy. In a pre-packaged bankruptcy, agreements are made with creditors before the bankruptcy filing to expedite the bankruptcy process. Contemporaneous press reports indicate that the purpose of the bankruptcy was to terminate MML’s interest in Winterland. In an article in Variety, dated August 12, 1997, Winterland’s chief executive officer, appointed by the defendants after they gained control of Winterland, stated “The filing will allow us to move forward without the financial equivalent of a boat anchor,” Donn Tice, the chief executive officer of Winterland told Variety, referring to the impact that the MML’s/Lapides’ obligations had on Winterland’s operations. “We’re a much stronger company today that we were yesterday. We’re making a fresh start after a tough year.” See ~~the~~Item ~~article~~9A(T) ~~in Variety located at www~~below.~~variety.com/article/VR1116677189.html.~~

~~Mr.~~Item Tice repeated this admission in a press release issued by Winterland on January 14, 1998, in which he stated that Winterland’s “reorganization plan allowed Winterland to eliminate the drain of the Transcolor and MML relationship9A(T).~~” The Variety article indicates that Gordon Brothers~~ Controls and the defendant Cerberus Partners, the parent of Madeleine, agreed as part of the pre-packaged bankruptcy to convert $6 million of their loans to equity and to restructure the remainder of Winterland’s debt with “strong, sustainable capitalizationProcedures.~~” Winterland emerged from bankruptcy five months later.~~

~~The~~Evaluation ~~Loss~~ of ~~Winterland~~Disclosure ~~Severely~~and ~~Damages MML~~ Controls and MrProcedures. ~~Lapides. MML~~We carried out an evaluation, under the supervision and ~~Mr.~~with ~~Lapides~~the ~~expected~~participation ~~they~~of ~~would~~our bemanagement, ~~able~~including our toprincipal ~~exercise~~executive ~~their~~officer ~~rights~~and ~~under~~principal financial officer, of the ~~Shareholders~~effectiveness ~~Agreement~~of toour ~~regain~~disclosure ~~control~~controls ofand ~~Winterland~~procedures (as ~~given~~defined) ~~its~~in ~~strong~~Exchange ~~financial~~Act ~~performance. MML~~Rules 13a – 15(c) and Mr15d – 15(e)). ~~Lapides~~Based ~~suffered~~upon ~~substantial~~that evaluation, our chief executive officer and chief financial ~~damages~~officer ~~when~~concluded ~~they~~that, ~~were~~as ~~deprived~~of the end of ~~their~~the ~~right~~period ended September 30, 2013, our disclosure controls and procedures were not effective (1) to ~~regain~~ensure ~~ownership~~that ofinformation ~~this~~required ~~valuable~~to ~~asset. Winterland’s~~be ~~bankruptcy~~disclosed ~~filing~~by ~~also~~us ~~had~~in areports ~~cascading~~that ~~effect~~we onfile or submit under the ~~plaintiffs’~~Exchange ~~other~~Act ~~enterprises~~is recorded, ~~including~~processed, ~~Transcolor~~summarized and reported, ~~which~~within ~~was~~the ~~forced~~time ~~into~~periods ~~bankruptcy~~specified asin athe ~~result~~SEC’s ofrules and ~~its~~forms ~~loss~~and of(2) ~~valuable~~to ~~lease~~ensure ~~payments~~that ~~from~~information ~~Winterland~~required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to us, including our chief executive and chief financial officers, as appropriate to allow timely decisions regarding required disclosure.

~~Procedural History.~~ The ~~plaintiffs~~term ~~initially~~disclosure ~~filed~~controls ~~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~~procedures means ~~conspiracy~~controls and ~~state-law~~other ~~claims~~procedures ~~for~~of ~~fraudulent~~an ~~concealment,~~issuer ~~tortuous~~that ~~interference,~~are ~~civil~~designed ~~conspiracy,~~to ~~and~~ensure ~~breach~~that ofinformation ~~contract. On~~required ~~April~~to 4,be ~~2008,~~disclosed by the issuer ~~court~~in ~~dismissed~~ the ~~plaintiffs’~~reports ~~federal~~that ~~RICO~~it ~~claims~~files asor ~~time~~submits ~~barred~~under ~~and~~the ~~then,~~Exchange ~~pursuant~~Act to(15 28 U.S.C. ~~§ 1367~~78a, ~~declined~~et toseq.) ~~retain~~is ~~supplemental~~recorded, ~~jurisdiction~~processed, summarized ~~over~~and ~~the~~reported, ~~plaintiffs’~~within ~~state-law~~the ~~claims. The~~time ~~court~~periods ~~also~~specified ~~dismissed~~in the ~~defendants~~Commission’s ~~Rule~~rules 11and ~~claim~~forms. ~~See~~ ~~The~~Disclosure ~~Cancer~~controls ~~Foundation,~~and procedures ~~Inc. v. Cerberus Capital Management~~include, ~~L.P.,~~without ~~No. 07 v. 4120~~limitation, ~~2008~~controls ~~U.S.~~and ~~Dist.~~procedures ~~LEXIS~~designed ~~27483~~to atensure *that 23information ~~(N.D.~~required ~~Ill.~~to ~~Apr.~~be 4,disclosed ~~2008). The~~by an ~~plaintiffs~~issuer ~~filed~~in ~~a notice of appeal of~~ the ~~court’s~~reports ~~decision~~that onit ~~April~~files ~~22,~~or ~~2008. On~~submits ~~March~~under ~~19, 2009,~~ the ~~U.S.~~Exchange ~~Court~~Act ofis ~~Appeals~~accumulated ~~for~~and ~~the~~communicated ~~Seventh~~to ~~Circuit affirmed~~ the ~~District Court~~issuer’s ~~decision. See The Cancer Foundation~~ management, ~~Inc.,~~including v.its ~~Cerberus~~principal ~~Cap.~~executive ~~Mgmt.,~~and ~~L.P.,~~principal ~~559~~financial ~~F.3d 671~~officers, ~~675~~or ~~(7th~~persons ~~Cir.~~performing ~~2009). The~~similar ~~Illinois~~functions, ~~state~~as ~~court~~appropriate to ~~action~~allow ~~was~~timely ~~filed~~decisions onregarding ~~April~~required ~~17, 2009~~disclosure.

~~The~~Our ~~defendants~~management, ~~filed~~including aour ~~motion~~chief executive toofficer ~~dismiss~~and ~~the~~chief ~~state~~financial ~~court~~officer, ~~action~~does onnot ~~August~~expect 3,that ~~2009. The~~our ~~plaintiffs~~disclosure ~~filed~~controls anand ~~opposition~~procedures ~~brief~~or onour ~~November~~internal ~~13,~~controls over ~~2009. The~~financial ~~defendants~~reporting ~~filed~~will ~~their~~prevent ~~reply~~all onerror ~~December~~and 4,all ~~2009~~fraud. ~~Oral~~ ~~argument~~A ~~was~~control ~~held~~system, onno ~~January~~matter ~~22,~~how ~~2010. At~~well ~~the~~conceived ~~conclusion~~and ~~of argument~~operated, ~~Judge~~can provide ~~Allen~~only S.reasonable, ~~Goldberg~~not ~~dismissed~~absolute, assurance that the ~~complaint~~objectives onof the ~~grounds~~control ofsystem ~~res~~are ~~judicata~~met. ~~The~~ ~~plaintiffs~~Further, ~~filed~~the adesign ~~motion~~of ~~for~~a ~~reconsideration~~control system inmust ~~which~~reflect ~~they~~the ~~argued~~fact that ~~Judge~~there ~~Goldberg~~are ~~misapplied~~resource constraints, and the ~~doctrine~~benefits of ~~res~~controls ~~judicata~~must ~~that the complaint should~~ be ~~reinstated~~considered ~~and~~relative ~~the case allowed~~ to their ~~proceed~~costs. ~~The~~ ~~defendants’~~Because ~~opposition~~of ~~brief~~inherent ~~was~~limitations ~~filed~~in onall ~~April~~control 12systems, ~~2010~~internal ~~and~~control ~~the~~over ~~plaintiff’s~~financial ~~reply~~reporting ~~was~~may ~~filed~~not onprevent or ~~May~~detect 10misstatements, ~~2010. Oral~~and ~~argument~~no onevaluation ~~the~~of ~~motion~~controls ~~for~~can ~~reconsideration~~provide ~~was~~absolute ~~held~~assurance onthat ~~June~~all 1,control ~~2010,~~issues ~~at which time Judge Goldberg denied the motion. MML~~ and ~~Lapides~~instances ~~filed a notice~~ of ~~appeal on June 25~~ fraud, ~~2010~~if ~~and their opening brief on November 5~~any, ~~2010~~within ~~with~~ the ~~Appellate~~registrant ~~Court~~have ofbeen ~~Illinois, First Judicial District~~detected. ~~The~~ ~~defendants filed an opposition on December 5~~Also, ~~2010,~~projections asof ~~well~~any asevaluation aof ~~cross~~effectiveness ~~appeal~~to ~~seeking~~future aperiods are ~~reversal~~subject ofto the ~~trial~~risk ~~judge’s~~that ~~order~~controls ~~denying~~may ~~the~~become ~~defendants’~~inadequate ~~motion~~because ~~for~~of ~~attorneys’~~changes ~~fees. The~~in ~~plaintiffs filed a reply on January 14~~conditions, ~~2011,~~or ~~and~~that the ~~defendants~~degree ~~filed~~of acompliance with ~~reply on~~ the ~~attorneys’~~policies ~~fees~~or ~~issue~~procedures onmay ~~January 28, 2011~~deteriorate.

Management’s Annual 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 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.

OnTable ~~March 16, 2011, the Appellate Court, on its own initiative, ordered the parties to brief the issue~~ of ~~whether~~Contents 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.18

~~Legal and Factual Issues.~~ The ~~parties~~term ~~briefed~~internal ~~three~~control ~~key~~over ~~issues~~financial reporting onis ~~the~~defined ~~defendants’~~as ~~motion~~a toprocess ~~dismiss~~designed ~~the complaint and on the appeal. First~~by, ~~they~~or ~~briefed~~under the ~~issue~~supervision of, ~~whether an adversary proceeding brought by Transcolor in federal district bankruptcy court in Maryland against~~ the ~~defendants~~issuer’s ~~alleging~~principal ~~they~~executive ~~wrongfully interfered with the lease agreement between Winterland~~ and ~~Transcolor~~principal financial ~~bars~~officers, ~~the~~or ~~plaintiffs~~persons ~~from~~performing ~~pursuing~~similar ~~the Illinois action on res judicata grounds. The federal bankruptcy court in In Re Transcolor~~functions, ~~258~~and ~~B.R.~~effected ~~149 (Bankr. D. Md. 2001) ruled that the plaintiffs’ adversary proceeding was barred~~ by ~~res judicata because~~ the ~~lease had been considered and rejected in Winterland~~issuer’s ~~bankruptcy~~board inof ~~federal~~directors, ~~bankruptcy~~management and ~~court~~other inpersonnel, ~~California. The~~to ~~defendants~~provide ~~also~~reasonable ~~argue~~assurance ~~that~~regarding the ~~Winterland~~reliability ~~bankruptcy~~of ~~proceedings~~financial inreporting ~~California~~and ~~bar~~ the ~~plaintiffs’~~preparation ~~action on the grounds~~ of ~~res~~financial statements ~~judicata. The~~for ~~plaintiffs~~external ~~argue~~purposes ~~that res judicata does not bar their Illinois action because some of the requirements necessary to invoke res judicata are not satisfied. Judge Goldberg ruled~~ in ~~the~~accordance ~~defendants’~~with ~~favor~~generally onaccepted ~~their~~accounting ~~res~~principles ~~judicata~~and ~~argument~~includes atthose ~~the~~policies ~~hearing held on January 22, 2010~~ and ~~at the hearing on plaintiffs’ motion for reconsideration held on June 1, 2010.~~procedures that:

~~The~~· ~~Illinois~~Pertain ~~Court~~to the maintenance of ~~Appeals~~records ~~rejected~~that, in reasonable detail, accurately and fairly reflect the ~~defendants’~~transactions ~~res~~and ~~judicata~~dispositions ~~arguments~~of ~~holding~~our assets; · Provide reasonable assurance that ~~neither~~transactions ~~the~~are ~~Maryland~~recorded ~~nor~~as ~~the~~necessary ~~California~~to ~~bankruptcy~~permit ~~court~~preparation ~~proceedings~~of ~~barred~~financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the ~~plaintiffs~~issuer ~~from~~are ~~filing~~being ~~their~~made ~~action~~only ~~against~~in accordance with authorizations of management and directors of the ~~defendants~~issuer; ~~for~~and ~~breach~~· Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the ~~Shareholders~~issuer’s ~~Agreement~~assets that could have a material effect on the financial statements.

~~Second,~~Our ~~the~~management ~~defendants~~assessed ~~argued that~~ the ~~plaintiffs’~~effectiveness ~~action is untimely and barred by the statute~~ of ~~limitations. Illinois~~our ~~has~~internal acontrol over ~~10-year~~financial ~~statute~~reporting ofas ~~limitations for the breach~~ of ~~written~~September ~~contracts~~30, ~~and a five-year statute of limitations for breach of an oral contract~~2013. ~~The~~ ~~defendants~~In ~~contended~~making ~~that~~this ~~the~~assessment, ~~five-year~~our ~~statute~~management ofused ~~limitation applies because~~ the ~~plaintiffs~~criteria ~~allegedly~~set ~~rely~~forth ~~on extrinsic evidence to support their breach of contract claim. The plaintiffs contended that their breach of contract claim against Madeleine and Gordon Brothers is governed~~ by ~~a 10-year statute of limitations prescribed by Illinois statute for written contracts and that~~ the Committee ~~limitations period was tolled while their federal lawsuit against the defendants was on appeal to the United States Court~~ of ~~Appeals~~Sponsoring ~~for~~Organizations ~~the Seventh Circuit. Under the 10-year statute~~ of ~~limitations,~~ the ~~limitations~~Treadway ~~period~~Commission expired on August 7, 2007 – which is 10 years after the date that Winterland filed for bankruptcy. The plaintiffs argued that the 10-year statute of limitations was tolled under 28 U.S.C. Section 1367(dCOSO) ~~until~~in 30Internal ~~days~~Control-Integrated ~~after the Seventh Circuit affirmed the District Court’s dismissal of the plaintiffs’ complaint~~Framework. ~~The~~ ~~Seventh~~Based ~~Circuit’s affirmed the District Court’s decision~~ on ~~March 19~~this assessment, ~~2009,~~management ~~and~~identified ~~therefore,~~ the ~~plaintiffs~~following ~~argued~~conditions that ~~the~~indicated limitations period was tolled until April 20, 2009. The plaintiffs filed their breach of contract action in the Illinois Circuit court on April 17, 2009. If the plaintiffs’ breach of contract action is governed by Illinois’ five-year limitations period that ~~applies~~our tointernal ~~unwritten~~control ~~contracts,~~over ~~the~~financial ~~limitations~~reporting ~~period~~and our ~~would~~disclosure ~~have~~controls ~~expired~~and onprocedures ~~August~~were 7,not ~~2002.~~effective:

~~The~~· ~~defendants~~Lack ~~also~~of ~~argued~~segregation ~~that even if a 10-year statute~~ of ~~limitations~~duties ~~applies,~~due ~~it expired while the plaintiffs’ appeal~~ to ~~the~~limited ~~Seventh~~management ~~Circuit was pending. But 28 U.S.C. §1367(d) – a federal tolling statute – tolls state statutes of limitations while a case is pending in federal court~~ and ~~for~~employees 30· ~~days~~Timely ~~after~~reconciliation it is dismissed. The plaintiffs argued that this statutory provision applied while an appeal is pending in federal court. This issue has not been addressed by the Illinois courts. However, the plaintiffs’ position has been adopted by the Maryland Court of ~~Appeals. See~~account ~~Turner~~balances v.· ~~Kight,~~Certain ~~957~~consolidatory ~~A.2d~~entries ~~984~~incorrectly ~~(Md.~~performed ~~2008). Our~~during ~~counsel~~closing ~~has not provided us with any legal opinion regarding the expiration of the statute of limitations and collectability of the debt~~process.

~~The~~Changes ~~Illinois~~in ~~Court~~Internal ofControl ~~Appeals~~over Financial ~~rejected~~Reporting. ~~the~~There ~~defendants’~~have ~~statute~~been ofno ~~limitations~~changes ~~arguments~~in ~~holding~~the ~~that~~registrant’s ainternal ~~ten-year~~control ~~limitation~~over ~~period~~financial ~~applies~~reporting tothrough the adate ~~cause~~ of ~~action~~this ~~for~~Report ~~breach~~or ofduring the ~~implied~~period ~~terms~~ended ofSeptember a30, ~~written~~2013, ~~contract. The Court of Appeals agreed with the plaintiffs’ argument~~ that ~~the~~materially ~~federal tolling statute applies while the case was pending in federal court~~affected, ~~including~~or ~~while~~is itreasonably ~~was~~likely ~~pending~~to ~~before the United States Court of Appeals for the Seventh Circuit. In its opinion~~materially affect, the ~~Illinois Court of Appeals ruled that the plaintiffs~~registrant’s ~~state~~internal ~~court~~control ~~action~~over ~~was~~financial ~~timely filed~~reporting.

~~Third,~~Independent ~~the~~Registered ~~defendants~~Accountant’s Internal ~~argued~~Control ~~that the complaint failed to state a legal claim because it allegedly relies on extrinsic evidence, which is impermissible under the integration clause in the Shareholders Agreement~~Attestation. ~~The~~ ~~plaintiffs~~This ~~contended~~Report ~~that~~does ~~their~~not ~~claim~~include isan ~~based~~attestation onreport ~~the duty~~ of ~~good faith and fair dealing and~~ the ~~express~~registrant’s ~~terms~~registered ofpublic accounting ~~the~~firm ~~Shareholders~~regarding ~~Agreement,~~internal ~~not~~control ~~extrinsic~~over ~~evidence~~financial reporting. ~~Under~~ ~~New~~Management’s ~~York~~report ~~law~~was –not ~~the~~subject ~~governing law of the Shareholders Agreement – actions taken~~ to ~~destroy~~attestation by the ~~benefit~~registrant’s ofregistered apublic ~~contract~~accounting isfirm apursuant ~~breach~~to oftemporary ~~the~~rules ~~covenant~~ of ~~good faith and fair dealing and a breach of contract. The plaintiffs alleged that~~ the ~~defendants~~Securities ~~breached the Shareholders Agreement when they pushed Winterland into bankruptcy, for nonfinancial reasons~~ and ~~disclosed~~Exchange ~~publicly~~ Commission that ~~the~~permit ~~bankruptcy was to eliminate~~ the ~~agreement~~registrant ~~they signed with the plaintiffs 3-1/2 months earlier, which was prior~~ to ~~the~~provide ~~expiration~~only ofmanagement’s areport ~~one-year refinancing period~~ in ~~the~~this ~~Shareholders Agreement, thereby depriving the plaintiffs of their right to repay the bridge loan and regain control of Winterland~~Report.

~~The~~Remediation ~~Illinois~~plans ~~Court~~for ofmaterial ~~Appeals~~weaknesses over ~~rejected~~internal ~~the~~controls. ~~defendants’~~Our ~~argument~~plans into ~~its~~mitigate ~~May~~material ~~25,~~weaknesses ~~2011,~~in ~~decision~~disclosure ~~ruling~~controls ~~that~~and ~~the~~procedures ~~lack~~for offuture anfilings will ~~express~~be ~~provision~~dependent inon ~~the~~our ~~Shareholders~~ability ~~Agreement~~to ~~prohibiting~~obtain ~~them~~adequate ~~from~~financing ~~pushing~~to ~~Winterland~~fund ~~into~~development ~~bankruptcy~~of ~~does~~our ~~not~~financial ~~preclude~~reporting ainfrastructure. ~~contract-based~~At this ~~claim~~time ~~for~~it ~~breach~~is ofnot ~~the~~cost ~~implied~~beneficial ~~covenant~~for ofus ~~good~~to ~~faith~~utilize ~~and~~capital ~~fair~~to ~~dealing. The~~focus ~~Court~~on ~~held~~mitigating ~~that~~financial ~~defendants~~reporting ~~“have~~weaknesses; ~~not~~however, we ~~presented~~expect ~~sufficient~~to ~~grounds~~implement a plan for ~~finding~~remediation ~~that~~of ~~the~~these ~~complaint~~deficiencies ~~fails~~when tosufficient ~~state~~funding ato ~~claim~~implement ~~for~~such ~~breach~~a ofplan ~~contract~~is available.”

16Item 9B. Other Information.

~~The Court of Appeals’ rulings constituted a complete reversal of Judge Goldberg’s dismissal of the complaint~~None. 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.

~~Proceedings~~Table on Remand – 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~~Contents 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.”19

~~Under~~PART 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.III

~~Counsel~~Item ~~and Funding of the Litigation -VR Holdings, Inc~~10. Directors, Executive ~~MML,~~Officers ~~Inc.~~ and ~~Morton~~Corporate ~~Lapides, Sr~~Governance. have retained several different law firms for various phases of the litigation. Until January 2013, plaintiffs have funded the legal effort. On January 8, 2013, plaintiffs entered into an 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 attorney’s 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~~The VRfollowing ~~Holdings,~~table ~~Inc.~~sets ~~nor~~forth ~~counsel~~information concerning ~~offers~~the ~~any~~directors ~~guaranty~~and ~~regarding~~executive ~~the~~officers ~~outcome~~of VR Holdings as of the ~~pending~~date ~~litigation.~~of this Report:

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

Name	Age	Position	Director Since
Matthew A. Lapides	44	Chairman, Chief Executive Officer, President, Chief Financial Officer, Principal Accounting Officer, and Assistant Secretary	2014
Lamar Neville	81	Secretary, Treasurer, and Director	2007

OnJohn ~~March~~E. ~~11,~~Baker ~~2011,~~our VRformer ~~Holdings~~Chairman, ~~filed~~Chief Executive aOfficer, ~~suit~~President, inChief ~~Queen~~Financial ~~Anne’s County~~Officer, ~~Maryland~~Principal ~~against~~Accounting ~~Marshall~~Officer, ~~& Ilsley Trust Company~~ and ~~Venable~~Assistant ~~L.L.P.~~Secretary ~~for~~resigned ~~alleged~~on ~~civil~~January 9, ~~conspiracy~~2014, ~~beginning in 1998~~ and ~~continuing~~Harry ~~through November 2010, at which time the alleged conspirators abandoned their efforts~~J. ~~Marshall~~ ~~& Ilsley allegedly participated with the two lenders to Winterland Concessions Company~~Conn, a ~~previous~~former ~~subsidiary~~director, ofresigned VRon ~~Holdings. The~~January ~~civil conspiracy expanded to damages through additional causes being tortuous aiding and abetting~~6, ~~breach~~2014. ofA ~~fiduciary~~Form ~~duty,~~8-K ~~negligence,~~was ~~intentional~~filed ~~misrepresentation,~~with ~~and~~the ~~negligent~~SEC ~~misrepresentation,~~with ~~resulting~~respect ~~in damages~~ to each ~~VR Holding’s subsidiaries and approximately 2,500 parties in the amount~~ of ~~$1.6~~these ~~billion plus punitive damages and legal fees~~events.

AsThe ~~stated~~members ~~above,~~of onour ~~May~~board ~~25,~~of ~~2011,~~directors are ~~the~~subject ~~Illinois~~to ~~State~~change ~~Appellate~~from ~~Court~~time ~~ruled~~to intime VRby ~~Holdings’~~the ~~favor~~vote inof ~~regards~~the tostockholders ~~The~~at ~~Cancer~~special ~~Foundation,~~or ~~Inc.~~annual v.meetings ~~Cerberus~~to ~~Capital~~elect ~~Management,~~directors. LPOur current ~~litigation~~board ~~stating~~of ~~that~~directors ~~there~~consists ~~were~~of notwo ~~res~~directors, ~~judicata~~one ~~or statute~~ of ~~limitations problems~~whom, ~~and~~Mr. ~~in addition~~Lapides, ~~stated~~has ~~that~~expertise ~~“…the bankruptcy court~~ in ~~Maryland lacked jurisdiction to decide~~ the ~~contract~~proposed ~~claim~~business atof ~~issue here.”~~ VR Holdings. Upon ~~was~~receipt ~~advised~~of ~~that~~sufficient ~~the~~funds ~~defenses~~to inpay ~~the~~for ~~Maryland~~consultants ~~case~~as ~~were~~described ~~almost~~elsewhere ~~identical~~in tothis ~~the~~Report ~~two~~either ~~items~~from ~~eliminated~~success in ~~the~~VR ~~Illinois~~Holdings’ litigation ~~case. The~~efforts ~~same~~or ~~damages~~through ~~could~~receipt ~~not~~of befunds ~~collected~~from ~~twice. For~~debt ~~that~~or ~~reason,~~sales ~~and~~of ~~since~~common ~~Marshall & Ilsley is believed to be in financial difficulty~~stock, ~~there~~we ~~was~~intend ~~no reason~~ to ~~burden~~seek ~~the~~directors ~~Court with this suit when a decision on the major defense issues were already ruled on in another suit~~ and ~~the~~officers ~~Illinois~~who would ~~decision~~be ~~questioned~~able ato ~~Maryland~~properly ~~court’s~~execute ~~authority. On~~our ~~the~~proposed ~~advice~~business ~~of counsel, the case was withdrawn~~plan.

17The foregoing notwithstanding, except as otherwise provided in any resolution or resolutions of the board, directors who are elected at an annual meeting of stockholders, and directors elected in the interim to fill vacancies and newly created directorships, will hold office for the term for which elected and until their successors are elected and qualified or until their earlier death, resignation or removal.

~~Our~~Whenever ~~attorneys in~~ the ~~Marshall~~holders &of ~~Ilsley~~any ~~and~~class ~~Venable~~or classes ~~litigation~~of ~~were~~stock ~~Frame~~or &any ~~Frame,~~series ~~Robert~~thereof B.are ~~Morris,~~entitled ~~and~~to ~~Barry~~elect ~~L. Dahne,~~ one ofor ~~the~~more ~~trustees~~directors ofpursuant ~~The~~to ~~Cancer~~any ~~Foundation,~~resolution ~~and~~or ~~one~~resolutions of the ~~our~~board, ~~major~~vacancies ~~stockholders. In~~and ~~consideration~~newly ~~for~~created ~~their~~directorships ~~services~~of ~~rendered,~~such weclass ~~have~~or ~~issued~~classes ~~7,000,000~~or ~~shares~~series ofthereof ~~our~~may ~~common~~generally ~~stock~~be tofilled ~~each~~by a majority of ~~Frame~~the &directors ~~Frame,~~elected ~~and~~by ~~Messrs.~~such ~~Morris~~class ~~and~~or ~~Dahne. Mr.~~classes ~~Morris~~or ~~has~~series ~~since~~then ~~died~~in ~~and~~office, ~~his~~by ~~shares~~a ~~were~~sole ~~cancelled~~remaining ~~and~~director ~~returned~~so toelected VRor ~~Holdings. We~~by ~~registered~~ the unanimous ~~7,000,000~~written ~~shares~~consent ~~issued~~or tothe ~~Frame~~affirmative &vote ~~Frame~~of ~~and~~a ~~the~~majority ~~5,000,000~~ of the ~~7,000,000~~outstanding shares ~~issued~~of tosuch ~~Mr.~~class ~~Dahne~~or byclasses ~~means~~or ofseries aentitled to ~~registration~~elect ~~statement,~~such ~~and~~director ~~each~~or ofdirectors. ~~Frame~~Officers &are ~~Frame,~~elected ~~and~~annually ~~Mr.~~by ~~and~~the ~~Dahne~~directors. There are ~~listed~~no asfamily ~~selling~~relationships ~~stockholders~~among inour directors ~~the~~and ~~registration statement~~officers.

~~Other~~We ~~than~~may asemploy ~~discussed~~additional ~~above~~management personnel, weas ~~are~~our ~~not~~board ~~engaged~~of indirectors ~~any~~deems ~~litigation,~~necessary. ~~and~~VR weHoldings ~~are~~has ~~unaware~~not ofidentified ~~any claims~~ or ~~complaints~~reached ~~that~~an ~~could~~agreement ~~result~~or inunderstanding with ~~future~~any ~~litigation. We~~other ~~will~~individuals ~~seek~~ to ~~minimize~~serve ~~disputes~~in ~~with~~management ~~our~~positions, ~~customers~~ but ~~recognize~~does ~~the~~not ~~inevitability~~anticipate ofany ~~legal~~problem ~~action~~ in ~~today’s~~employing ~~business~~qualified ~~environment as an unfortunate price of conducting business~~staff.

~~Item~~A 4.description ~~Mine~~of ~~Safety~~the ~~Disclosures~~business experience for each of the directors and executive officers of VR Holdings is set forth below.

~~Not~~Matthew ~~applicable~~A. Lapides, age 44, was elected an officer and director of the registrant on January 6, 2014. Mr. Lapides has been an entrepreneur for nearly 25 years, with the most recent 15 years in the financial services industry. He has been involved in establishing and/or operating a range of businesses and has gained a unique expertise in resolving complex issues, reversing business trends, building a corporate culture and maximizing business and shareholder profitability. Most recently, Mr. Lapides was a founding member of an SEC Registered Investment Adviser (RIA) and engaged in providing a wide range of platform services to independent investment advisors that are typically composed of; arranging of client custody and clearing solutions, operational services, business technology and the state and federal compliance/regulatory infrastructure required for successful financial advisors to effectively launch and maintain a compliant practice. Mr. Lapides also personally provides continuous and ongoing financial advice to a select group of families as well as small to mid size businesses.

~~PART~~Table IIof Contents 20

~~Item~~Prior 5to his work in the Investment Advisory business, Mr. ~~Market~~Lapides ~~for~~served ~~Registrant~~on the Executive Team of a Private Bank and was the Managing Director of the institution’s multiple ~~Common~~location ~~Equity~~Wealth Management Division. The private bank was acquired by a publicly-traded company, ~~Related~~Boston ~~Stockholder~~Private ~~Matters~~Financial Holdings (Ticker: BPFH). During his tenure, Mr. Lapides was responsible for strategic direction and ~~Issuer~~complete ~~Purchases~~oversight of ~~Equity~~the division ~~Securities~~and corporate communications with the parent.

AsFrom ofSeptember ~~the~~1998 ~~date~~to ofJanuary ~~this Report~~2009, Mr. ~~the~~Lapides ~~shares~~was ofemployed ~~our~~by ~~common~~Merrill ~~stock~~Lynch ~~are~~Pierce ~~quoted~~Fenner ~~for~~& ~~sale~~Smith onwhere ~~the~~he ~~OTCBB~~served ~~under~~in ~~the~~both ~~symbol~~production ~~“VRHD.OB.” We~~and ~~currently~~leadership ~~have~~roles ~~448,039,037~~over 11+ ~~shares~~years. ofMr. ~~our~~Lapides ~~common~~provided ~~stock~~investment ~~issued~~advice ~~and~~to ~~outstanding~~families, ~~which~~small ~~are~~and ~~held~~mid ofsize ~~record~~businesses and ~~beneficially~~foundations ~~owned~~and bywas ~~approximately~~also ~~147~~involved in ~~stockholders. The~~middle ~~number~~market oftransactions. ~~record~~He ~~holders~~ was ~~determined~~ultimately ~~from~~selected by the ~~records~~firm’s ofleadership ~~our~~team ~~transfer~~to ~~agent~~become ~~and~~the ~~does~~Director ~~not~~of ~~include~~one ~~beneficial owners~~ of the ~~our~~firm’s ~~common~~largest ~~stock~~offices. ~~whose~~Mr. ~~shares~~Lapides ~~are~~was ~~held~~responsible infor ~~the~~all ~~names~~aspects of ~~various~~the ~~securities~~operation ~~brokers,~~with ~~dealers,~~little ~~and registered clearing agencies~~supervision.

~~Even~~From ~~though~~April ~~the~~1994 ~~shares~~to ofSeptember ~~our~~1998, ~~common~~Mr. Lapides ~~stock~~was ~~are~~employed ~~quoted~~by ~~for~~Joyride, ~~sale on the OTCBB~~Inc., ~~there~~a iscompany ~~essentially~~he nofounded ~~trading~~to ~~activity. The~~engaged ~~following~~in ~~table~~manufacturing ~~sets~~bicycles ~~forth the high~~ and ~~low~~sporting ~~bid~~goods ~~prices~~produced ~~for~~in Taiwan ~~our~~and ~~common~~distributed ~~stock~~throughout onhubs in the ~~OTCBB~~United asStates, ~~reported~~Japan, byAustralia ~~various~~and ~~Bulletin~~Europe. ~~Board~~The ~~market~~business ~~makers,~~was ~~since~~also ~~our~~engaged ~~shares~~in ~~became~~establishing joint ~~eligible~~ventures ~~for~~between ~~quotation on May 11, 2011~~U. ~~However,~~S. ~~trading~~and ~~only~~Chinese ~~began~~businesses in ~~August~~a ~~2011. The~~variety ~~quotations~~of doindustries. ~~not~~The ~~reflect~~business ~~adjustments~~was ~~for~~successfully ~~retail~~sold ~~mark-ups,~~in ~~mark-downs, or commissions and may not necessarily reflect actual transactions~~1998.

	High	Low
Quarter Ended:
September 30, 2011 December 31, 2011	$0.15 $0.15	$0.15 $0.15
March 31, 2012	$0.01	$0.01
June 30, 2012	$0.51	$0.01
September 30, 2012	$0.51	$0.51

From May 1991 to March 1994, Mr. Lapides was employed by Transcolor Corporation, in Garden Grove, California, a former subsidiary of VR Holdings.

18Mr. Lapides currently maintains his FINRA Series 7, 66, 9, 10, 23, Life Health and VA licenses and CFP® designation. Mr. Lapides earned a Bachelors of Science in Business and Economics in May 1991 from Lehigh University and became a College of Financial Planning certificant in July 2005.

~~Dividends~~Lamar Neville was formerly an executive with the National Institutes of Health from 1969 to 1975. From 1975 to 1978, Mr. Neville was with the Office of Secretary of Health, Rockville, Maryland. From 1978 until his retirement in 1989, Mr. Neville was with the National Cancer Institute where he worked with large clinical trial testing smoking secession efforts in 22 cities.

WeVR ~~have~~Holdings ~~not~~Committees ~~paid~~of ~~or declared any dividends on our common stock, nor do we anticipate paying any cash dividends or other distributions on our common stock in~~ the foreseeable future. Any future dividends will be declared at the discretion of our board of directors and will depend, among other things, on our earnings, if any, our financial requirements for future operations and growth, and other facts as our board of directors may then deem appropriate.Board

~~Securities~~We ~~Authorized~~do ~~for~~not ~~Issuance~~currently have ~~under~~an ~~Equity~~Audit, Executive, Finance, Compensation, ~~Plans~~or Nominating Committee, or any other committee of the board of directors. However, we have adopted charters for these committees, in the event that we elect to implement them. Copies of the charters for each proposed committee are filed as exhibits to the registration statement with respect to this Report.

WeThe responsibilities of these committees are fulfilled by our board of directors and all of our directors participate in such responsibilities, none of whom is “independent” as defined under Rule 4200(a)(15) of the NASD’s listing standards described below, as our financial constraints have made it extremely difficult to attract and retain qualified independent board members. In addition, we do not currently have ~~any~~an ~~equity~~“audit ~~compensation~~committee ~~plans~~financial expert” as such term is defined in the Securities Act. Since we do not have any of the ~~date~~subject committees, our entire board of ~~this~~directors ~~Report~~participates in all of the considerations with respect to our audit, compensation and nomination deliberations.

~~Recent~~Table ~~Sales~~ of ~~Unregistered~~Contents ~~Securities~~21

~~During~~Rule 4200(a)(15) of the ~~period~~NASD’s listing ~~July~~standards 1,defines ~~2012~~an to“independent ~~September~~director” ~~30,~~as ~~2012~~a person other than an executive officer or employee of the company or any other individual having a relationship which, VRin ~~Holdings~~the opinion of the issuer’s board of directors, ~~Inc.~~would ~~did~~interfere with ~~not~~the ~~sell~~exercise ~~any~~of ~~securities~~independent judgment in carrying out the responsibilities of a director. The following persons shall not be considered independent:

~~The~~· ~~issuances~~A director who is, or at any time during the past three years was, employed by the company; · A director who accepted or who has a Family Member who accepted any compensation from the company in excess of ~~all~~$120,000 ~~our~~during ~~shares~~any period of ~~common~~twelve ~~stock~~consecutive asmonths ~~above~~within ~~described~~the ~~were~~three ~~issued~~years inpreceding ~~reliance~~the ~~upon~~determination anof ~~exemption~~independence, ~~from~~other ~~registration~~than ~~pursuant~~the following: (i) compensation for board or board committee service; (ii) compensation paid to ~~Section~~a 4Family Member who is an employee (2other than as an executive officer) of the ~~Securities~~company; ~~Act~~or ~~and~~(iii) ~~Rule~~benefits ~~506~~under ofa ~~Regulation~~tax-qualified Dretirement ~~promulgated~~plan, ~~under~~or non-discretionary compensation. Provided, however, that in addition to the ~~Securities~~requirements ~~Act~~contained in this paragraph, audit committee members are also subject to additional, more stringent requirements under Rule 4350(d). ~~All~~ · A director who is a Family Member of an individual who is, or at any time during the ~~investors~~past ~~represented~~three ~~that~~years ~~they~~was, ~~took~~employed ~~their~~by ~~securities~~the ~~for~~company ~~investment~~as ~~purposes~~an ~~without~~executive aofficer; ~~view~~· toA ~~distribution~~director ~~and~~who ~~had~~is, or ~~have~~has ~~had~~a ~~access~~Family toMember ~~information~~who ~~concerning~~is, VRa ~~Holdings~~partner ~~and~~in, ~~our~~or ~~business~~a ~~prospects~~controlling stockholder or an executive officer of, asany ~~required~~organization byto which the ~~Securities~~company ~~Act. In addition~~made, ~~there~~or ~~was~~from ~~and~~which ~~will~~the becompany noreceived, ~~general~~payments ~~solicitation~~for property or ~~advertising~~services ~~for~~in the ~~purchase~~current or any of the ~~shares~~past ofthree VRfiscal ~~Holdings~~years ~~Common~~that ~~Stock. Our~~exceed ~~securities~~five ~~were~~percent ~~and~~of ~~will~~the berecipient’s ~~issued~~consolidated ~~only~~gross torevenues ~~accredited~~for ~~investors~~that year, asor ~~defined~~$200,000, whichever is more, other than the following: (i) payments arising solely from investments in the ~~Securities~~company’s ~~Act~~securities; ~~with~~or ~~whom~~(ii) wepayments ~~had~~under anon-discretionary ~~direct~~charitable ~~personal~~contribution ~~preexisting~~matching ~~relationship~~programs. · A director of the issuer who is, ~~and~~or ~~after~~has a ~~thorough~~Family ~~discussion. Finally~~Member who is, ~~our~~employed ~~stock~~as ~~transfer~~an ~~agent~~executive ~~has~~officer ~~been~~of oranother ~~will~~entity bewhere ~~instructed~~at ~~not~~any totime ~~transfer~~during the past three years any of ~~such~~the ~~shares,~~executive ~~unless~~officers of the issuer serve on the compensation committee of such ~~shares~~other ~~are~~entity; ~~registered~~or ~~for~~· ~~resale~~A director who is, or ~~there~~has a Family Member who is, ana ~~exemption~~current ~~with~~partner ~~respect~~of tothe ~~their~~company’s ~~transfer~~outside auditor, or was a partner or employee of the company’s outside auditor who worked on the company’s audit at any time during any of the past three years.

~~All~~We ofhope ~~the~~to ~~above~~add ~~described~~qualified independent ~~investors~~members ~~who~~of ~~received~~our orboard ~~will receive shares~~ of VRdirectors ~~Holdings~~at ~~Common Stock as~~ a ~~result~~later ofdate, ~~the~~depending ~~Merger~~upon ~~and~~our ~~the~~ability ~~private placements were provided with access~~ to ~~the~~reach ~~filings~~and ofmaintain VRfinancial ~~Holdings with the SEC, including the following:~~stability.

·VR Holdings Audit Committee

The ~~registration~~entire ~~statement~~board of directors performs the functions of an audit committee, but no written charter governs the actions of the board when performing the functions of what would generally be performed by an audit committee. The board approves the selection of our independent accountants and ~~prospectus~~meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the board reviews the scope and results of VRthe ~~Holdings~~audit ~~filed~~with the independent accountants, reviews with management and the ~~SEC~~independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor.

·Table of Contents 22

VR Holdings’ ~~annual~~Nomination report to stockholders for the most recent fiscal year, the definitive proxy statement filed in connection with that annual report, and, if requested by investors in writing, a copy of VR Holdings’ most recent Form 10-K under the Exchange Act.Committee

·Our size and the size of our board, at this time, do not require a separate nominating committee. When evaluating director nominees, our directors consider the following factors:

· The ~~information~~appropriate ~~contained~~size of our board of directors; · Our needs with respect to the particular talents and experience of our directors; · The knowledge, skills and experience of nominees, including experience in anfinance, ~~annual~~administration ~~report~~or onpublic ~~Form~~service, ~~10-K~~in ~~under~~light of prevailing business conditions and the ~~Exchange~~knowledge, ~~Act~~skills and experience already possessed by other members of the board; · Experience in political affairs; · Experience with accounting rules and practices; and · The desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by new board members.

·Our goal is to assemble a board that brings together a variety of perspectives and skills derived from high quality business and professional experience. In doing so, the board will also consider candidates with appropriate non-business backgrounds.

~~The~~Other ~~information~~than ~~contained~~the foregoing, there are no stated minimum criteria for director nominees, although the board may also consider such other factors as it may deem are in our best interests as well as our stockholders. In addition, the board identifies nominees by first evaluating the current members of the board willing to continue in service. Current members of the board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination. If any ~~reports~~member orof ~~documents~~the ~~required~~board does not wish to becontinue ~~filed~~in byservice VRor ~~Holdings~~if ~~under~~the ~~sections~~board ~~13(a),~~decides ~~14(~~not to re-nominate a), ~~14(c)~~member for re-election, the board then identifies the desired skills and ~~15(d)~~experience of ~~the~~a ~~Exchange~~new ~~Act~~nominee ~~since~~in light of the ~~distribution~~criteria orabove. ~~filing~~Current members of the ~~reports~~board ~~specified~~are polled for suggestions as to individuals meeting the criteria described above. The board may also engage in research to identify qualified individuals. To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right in the future to retain a third party search firm, if necessary. The board does not typically consider stockholder nominees because it believes that its current nomination process is sufficient to identify directors who serve our best interests.

·Section 16(a) Beneficial Ownership Reporting Compliance

AUnder ~~brief~~Section ~~description~~16(a) of the ~~securities~~Exchange Act, ~~being~~the ~~offered~~directors and certain of the officers, and ~~any~~persons ~~material~~holding more than 10 percent of our common stock are required to file forms reporting their beneficial ownership of our common stock and subsequent changes in VRthat ~~Holdings’~~ownership ~~affairs~~with ~~that~~the Securities and Exchange Commission. Such persons are also required to furnish management with copies of all forms so filed. Since we are not a ~~disclosed~~reporting incompany under the ~~documents~~Exchange ~~furnished~~Act, none of our officers and directors and persons holding more than 10 percent of our common stock is required to file any such reports.

~~Purchases~~Communication ofwith ~~Equity Securities by the Registrant and Affiliated Purchasers~~Directors

~~There~~Stockholders ~~were~~and noother ~~purchases~~interested parties may contact any of our ~~equity~~directors ~~securities~~ by VRwriting ~~Holdings~~to orthem ~~any~~at ~~affiliated~~VR ~~purchasers~~Holdings, ~~during~~Inc., ~~any~~at ~~month~~1615 ~~within~~Chester ~~the~~Road, ~~fiscal~~Chester, ~~year~~Maryland ~~covered~~21619, byAttention: Corporate ~~this Report~~Secretary.

~~Item~~Our 6board has approved a process for handling letters received by us and addressed to any of our directors. ~~Selected~~Under ~~Financial~~that ~~Data~~process, the Secretary reviews all such correspondence and regularly forwards to the directors a summary of all such correspondence, together with copies of all such correspondence that, in the opinion of the Secretary, deal with functions of the board or committees thereof or that he otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by us that are addressed to members of the board and request copies of such correspondence.

~~Not~~Table ~~applicable.~~of Contents 23

~~Item~~Conflicts ~~7. Management’s Discussion and Analysis~~ of ~~Financial Condition and Results of Operations.~~Interest

~~THE~~With ~~FOLLOWING~~respect ~~DISCUSSION~~to ~~SHOULD~~transactions BEinvolving real ~~READ~~or ~~TOGETHER~~apparent ~~WITH~~conflicts ~~THE~~of ~~INFORMATION~~interest, ~~CONTAINED~~we INhave ~~THE~~adopted ~~FINANCIAL~~written ~~STATEMENTS~~policies ~~AND~~and ~~RELATED~~procedures ~~NOTES~~which ~~INCLUDED~~require ~~ELSEWHERE IN THIS ANNUAL REPORT ON FORM 10-K.~~that:

· The ~~following~~fact ~~discussion reflects our plan~~ of ~~operation. This discussion should be read in conjunction with~~ the ~~financial~~relationship ~~statements~~or ~~which~~interest ~~are~~giving ~~attached~~rise to ~~this~~the ~~Report. This~~potential ~~discussion~~conflict ~~contains~~be ~~forward-looking~~disclosed ~~statements,~~or ~~including~~known ~~statements~~to ~~regarding~~the ~~our~~directors ~~expected~~who ~~financial~~authorize ~~position,~~or ~~business~~approve ~~and~~the ~~financing~~transaction ~~plans. These~~prior ~~statements~~to ~~involve~~such ~~risks~~authorization ~~and~~or ~~uncertainties. Our~~approval; ~~actual~~· ~~results~~The ~~could~~transaction ~~differ~~be ~~materially~~approved ~~from the results described in or implied~~ by ~~these~~a ~~forward-looking~~majority ~~statements~~of asour adisinterested ~~result~~outside ofdirectors; ~~various~~and ~~factors,~~· ~~including~~The ~~those~~transaction ~~discussed~~be ~~below~~fair and ~~elsewhere~~reasonable into ~~this~~us ~~Report,~~at ~~particularly~~the ~~under~~time ~~the~~it ~~headings~~is ~~“Special~~authorized ~~Note~~or ~~Regarding~~approved ~~Forward-Looking~~by ~~Statements~~our directors.”

19VR Holdings Code of Ethics for Senior Executive Officers and Senior Financial Officers

~~Since~~We ~~the~~have ~~business~~adopted ~~previously~~an ~~operated~~amended byCode ~~VR Holdings before the filing~~ of ~~our~~Ethics for ~~registration~~Senior ~~statement~~Executive ~~with~~Officers ~~the~~and ~~SEC~~Senior onFinancial ~~May~~Officers ~~17,~~that ~~2010,~~applies ~~no longer has any relevance, the discussion which immediately follows relates~~ to our ~~proposed~~president, ~~business~~chief ofexecutive ~~investing in litigation and arbitration cases~~officer, ~~claims~~chief ~~and disputes. Unless the context otherwise suggests~~operating officer, ~~“we,”~~chief ~~“our,”~~financial ~~“us~~officer,” and ~~similar~~all ~~terms,~~financial ~~as well as references to “VR Holdings~~officers,” ~~all~~including ~~refer~~the toprincipal VRaccounting ~~Holdings~~officer. asThe ofcode ~~the~~provides ~~date of this Report.~~as follows:

If· weEach ~~are~~officer ~~successful~~is responsible for full, fair, accurate, timely and understandable disclosure in all periodic reports and financial disclosures required to be filed by us with the Securities and Exchange Commission or disclosed to our ~~litigation~~stockholders ~~effort~~and/or the public. · Each officer shall immediately bring to the attention of the audit committee, or disclosure compliance officer, any material information of which the officer becomes aware that affects the disclosures made by us in ~~The~~our ~~Cancer~~public ~~Foundation~~filings and assist the audit committee or disclosure compliance officer in fulfilling its responsibilities for full, ~~Inc.~~fair, vaccurate, timely and understandable disclosure in all periodic reports required to be filed with the Securities and Exchange Commission. ~~Cerberus~~· ~~Capital~~Each ~~Management~~officer shall promptly notify our general counsel, LPif any, ~~more~~or ~~fully~~the ~~discussed~~president ~~below~~or ~~and~~chief inexecutive “officer as well as the audit committee of any information he may have concerning any violation of our Code of Business ~~–Legal~~Conduct ~~Proceedings,”~~or our ~~business~~Code ~~going~~of ~~forward~~Ethics, isincluding ~~expected~~any toactual ~~consist~~or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a ~~strategy~~significant role in our financial reporting, disclosures or internal controls. · Each officer shall immediately bring to ~~build~~the attention of our general counsel, if any, the president or the chief executive officer and the audit committee any information he may have concerning evidence of a ~~diversified~~material ~~portfolio~~violation of ~~investments~~the insecurities ~~various~~or ~~legal~~other ~~claims~~laws, ~~and~~rules or regulations applicable to ~~provide~~us and the operation of our ~~stockholders~~business, ~~with~~by anus ~~attractive~~or ~~level~~any of ~~capital~~our ~~growth~~agents. ~~through~~· ~~investing~~Any ~~directly~~waiver ~~and~~of ~~indirectly~~this inCode ~~litigation~~of ~~and~~Ethics ~~arbitration~~for ~~cases~~any officer must be approved, ~~claims~~if ~~and~~at ~~disputes~~all, in advance by a majority of the independent directors serving on our board of directors. ~~See~~ ~~“Business~~Any ~~–Financing~~such ~~Litigation~~waivers granted will be publicly disclosed in accordance with applicable rules, regulations and listing standards.”

~~The~~We ~~primary function of VR Holdings~~ will bepost toa ~~invest~~copy ~~directly~~of ~~and~~our ~~indirectly~~Code inof ~~litigation~~Ethics on ~~and~~our ~~arbitration cases~~website, ~~claims~~once ~~and~~it ~~disputes. We~~has ~~hope~~been toestablished. ~~provide~~In ~~the~~addition, ~~capital for our intended business plan through the proceeds which~~ we ~~may~~have ~~receive~~attached ina ~~The~~copy ~~Cancer~~of ~~Foundation,~~our ~~Inc.~~Code v.of ~~Cerberus~~Ethics ~~Capital~~to ~~Management,~~the LPregistration ~~litigation~~statement with ~~described~~respect into this Report. ~~However,~~ ifWe wewill ~~are~~provide ~~not~~to ~~successful~~any inperson ~~that~~without ~~litigation~~charge, weupon ~~still~~request, ~~intend~~a tocopy ~~pursue~~of our ~~business~~Code ~~plan,~~of ~~and~~Ethics. ifAny ~~necessary~~such request ~~raise~~should ~~whatever~~be ~~funds~~directed weto ~~may~~our ~~need~~corporate bysecretary ~~means~~at ofthe aaddress ~~debt~~listed orbelow ~~equity~~in ~~offering. At~~ the ~~time~~next ofparagraph. ~~this~~The ~~Report,~~information wecontained in ~~are~~our ~~currently~~website ~~offering~~shall ~~through~~not aconstitute ~~private~~part ~~placement shares~~ of ~~our~~this ~~common stock in order to raise needed capital~~Report.

ItOur ~~should~~principal beexecutive ~~clearly~~offices ~~understood that we will not be able to commence our proposed business, unless and until we~~ are located ~~successful~~at in1615 ~~The~~Chester ~~Cancer Foundation~~Road, ~~Inc. v. Cerberus Capital Management~~Chester, LPMaryland ~~litigation~~21619, ortelephone ~~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 totelecopier ~~fund~~number ~~our~~(443) ~~proposed business going forward. We have not yet made any decision on what capital~~519-~~raising steps we might take~~0129, ~~but~~and ~~expect~~email ~~to make that decision once we know the outcome of The Cancer Foundation, Inc~~cfausa100@aol. vcom. 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,~~Item 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. See Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.” 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~~. Executive Compensation.

IfSummary 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~~Cash ~~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,~~Certain ~~have been extinguished.~~Other Compensation

~~The~~At ~~Cancer~~present ~~Foundation,~~VR ~~Inc.~~Holdings vhas one executive officer. ~~Cerberus~~The ~~Capital~~compensation ~~Management,~~program LPfor future executives will consist of three key elements which will be considered by a compensation committee to be appointed:

~~MML,~~· ~~Inc.~~A isbase asalary; ~~plaintiff~~· inA anperformance ~~Illinois~~bonus; ~~State court suit, The Cancer Foundation, Inc. v. Cerberus Capital Management, LP, also discussed in “Business – Legal Proceedings,”~~ and if· ~~successful,~~Periodic ~~although~~grants 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/or ~~which~~options 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~~our ~~and~~common ~~the dismissal affirmed by the United States Court of Appeals for the Seventh Circuit~~stock. 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.

20Table of Contents 24

~~The~~Base ~~defendants filed a motion to dismiss the state court action on August 3, 2009~~Salary. ~~The~~ ~~plaintiffs~~Our ~~filed~~chief anexecutive officer ~~opposition~~and ~~brief~~all onother ~~November~~senior ~~13,~~executive ~~2009. The~~officers ~~defendants~~receive ~~filed~~compensation ~~their~~based ~~reply~~ on ~~December~~such 4,factors ~~2009. Oral~~as ~~argument~~competitive ~~was~~industry ~~held on January 22~~salaries, ~~2010. At the conclusion of argument, Judge Allen S. Goldberg dismissed the complaint on the grounds of res judicata. The plaintiffs filed~~ a subjective ~~motion~~assessment ~~for reconsideration in which they argued that Judge Goldberg misapplied the doctrine~~ of ~~res judicata that~~ the ~~complaint~~contribution ~~should be reinstated~~ and ~~the~~experience 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~~officer, 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~~specific ~~filed~~recommendation aby ~~reply~~our onchief ~~the attorneys’ fees issue on January 28, 2011.~~executive officer.

OnPerformance ~~March~~Bonus. ~~16,~~A ~~2011, the Appellate Court, on its own initiative, ordered the parties to brief the issue~~ portion of ~~whether~~each 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 courtofficer’s ~~decision~~total ~~dismissing~~annual ~~the~~compensation ~~case~~is ~~and~~in ~~remanding~~ the ~~case~~form ~~back~~of toa ~~the trial court~~bonus. In ~~its~~All ~~opinion,~~bonus ~~the~~payments ~~Court declined~~ to ~~transfer~~officers ~~the~~must ~~case~~be toapproved ~~another~~by our ~~state~~compensation ~~because~~committee ~~the~~based ~~defendants~~on ~~refused to waive their statute of limitations defense. The Court reversed~~ the ~~trial~~individual ~~court~~officer’s ~~dismissal~~performance ~~of the case on res judicata grounds,~~ and ~~rejected~~company ~~the defendants’ arguments on the statute of limitation and failure to state a claim~~performance. ~~The Court also denied the defendants’ cross appeal for attorneys’ fees.~~

~~The~~Stock ~~Court~~Incentive. ofStock ~~Appeals’~~grants and ~~rulings~~options ~~constitute~~are aawarded ~~complete~~to ~~reversal~~executive ofofficers ~~Judge~~based ~~Goldberg’s~~on ~~dismissal~~their ofpositions ~~the~~and ~~complaint~~individual performance. OnStock ~~August~~grants 5,and ~~2011,~~options ~~the~~provide incentive ~~Illinois~~for ~~Court~~the creation of ~~Appeals~~stockholder ~~wrote~~value toover the ~~Clerk~~long ofterm ~~the~~and ~~Cook~~aid ~~County~~significantly ~~Circuit~~in ~~Court~~the ~~stating~~recruitment ~~that~~and ~~the~~retention ~~mandate~~ of ~~the~~executive officers. ~~Appellate~~The ~~Court~~compensation ~~has~~committee ~~been~~considers ~~filed with~~ the ~~Cook~~recommendations ~~County~~of ~~Circuit~~the ~~Court. In~~chief ~~doing~~executive ~~so,~~officer ~~the~~for ~~case~~stock ~~was~~grants ~~returned~~and options to ~~the~~executive ~~trial~~officers ~~court~~(other ~~for~~than ~~further proceedings. At this juncture,~~ the ~~trial~~chief ~~court~~executive ~~has~~officer) ~~not~~and ~~taken~~approves, ~~any~~disapproves ~~action to set a case schedule~~ or ~~take~~modifies ~~any~~such ~~other~~recommendation. ~~action~~Stock grants asand aoptions ~~result~~for of the ~~Appellate~~chief ~~Court’s~~executive ~~reversal~~officer ofwill ~~the~~be ~~trial~~recommended ~~court’s~~and ~~decision~~approved ~~and~~by ~~the~~our ~~remand~~board of ~~the case to the trial~~directors. ~~Neither~~ ~~the~~See ~~plaintiffs~~“Market Price ~~nor~~of ~~the~~and ~~defendants~~Dividends ~~have~~on ~~asked~~our ~~the~~Common ~~trial~~Equity ~~court~~and toRelated ~~take~~Stockholder ~~any~~Matters ~~action~~- asSecurities aAuthorized ~~result~~for ofIssuance ~~the~~under ~~remand~~Equity Compensation Plans.”

~~Now~~It ~~that~~is ~~the~~uncertain ~~Illinois~~when, ~~Court~~if ~~of Appeals has reversed Judge Goldberg’s dismissal~~ever, ~~the~~we ~~case~~will be ~~may~~in ~~move~~a ~~forward~~position ~~into~~to ~~the~~compensate ~~discovery~~any ~~phase where a number~~ of ~~issues~~our ~~will~~officers ~~need~~or ~~to be explored~~directors. ~~These~~ ~~issues~~Before ~~include~~we ~~whether~~can ~~the~~expect ~~defendants~~to ~~breached~~provide ~~the~~for ~~Shareholders~~officer ~~Agreement~~salaries, ~~whether~~we ~~the~~will have ~~defendants’~~to ~~actions~~obtain ~~damaged~~a ~~MML~~monetary ~~and~~victory ~~Mr.~~in ~~Lapides,~~our ~~and the quantum of their damages~~lawsuit. ~~Expert~~ ~~testimony~~See ~~may~~“Business be– ~~needed~~Legal ~~during the litigation~~Proceedings. ~~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.~~”

ItVR isHoldings ~~not~~Summary ~~possible to predict the ultimate resolution of the case.~~Compensation Table

VRThe ~~Holdings~~following table sets forth, ~~Inc.~~for our v.named ~~Marshall~~executive &officers ~~Ilsley~~for ~~Trust~~the ~~Company~~two ~~and~~completed ~~Venable~~fiscal ~~L.L.P.~~years ended September 30, 2013 and 2012:

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 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.

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation ($)	All Other Compensation ($)	Total ($)
John E. Baker (1)	2013	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
	2012	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

Lamar Neville (2)	2013	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
	2012	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

21__________

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.

(1)		Mr. Baker was our chairman of the board, president, chief financial officer, principal accounting officer, and assistant secretary.
(2)		Mr. Neville is our secretary, treasurer, and director.

~~Our~~It ~~attorneys~~is inuncertain ~~the Marshall & Ilsley and Venable litigation were Frame & Frame~~when, ~~Robert~~if ~~B. Morris~~ever, ~~and~~we ~~Barry~~will be L.in ~~Dahne,~~a ~~one~~position ofto ~~the~~compensate ~~trustees~~any of ~~The~~our ~~Cancer~~officers ~~Foundation,~~or ~~and~~directors. ~~one~~Before ofwe ~~our~~can ~~major~~expect ~~stockholders. In~~to ~~consideration~~provide for ~~their~~officer ~~services rendered~~salaries, we will have ~~issued 7,000,000 shares of our common stock~~ to ~~each~~obtain ofa ~~Frame~~monetary &victory ~~Frame,~~in ~~and~~our ~~Messrs~~lawsuit. ~~Morris~~See ~~and~~“Business ~~Dahne. Mr.~~– ~~Morris~~Legal ~~has~~Proceedings.” ~~since~~In ~~died~~November ~~and~~2010, ~~his~~we ~~shares were cancelled and returned to VR Holdings. We registered the 7~~issued 25,000,000 shares ~~issued~~of tocommon ~~Frame~~stock &to ~~Frame~~John ~~and~~E. 5Baker,~~000,000~~ ofand ~~the 7~~100,000~~,000~~ shares ~~issued to Mr. Dahne by means~~ of acommon ~~registration~~stock ~~statement,~~to ~~and~~Lamar ~~each~~Neville offor ~~Frame~~services &to ~~Frame,~~VR ~~and Mr~~Holdings. These ~~and~~shares ~~Dahne~~were ~~are~~valued ~~listed~~at as$0.0006545 ~~selling~~per ~~stockholders in the registration statement~~share.

IfTable 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~~Contents 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.25

ItOutstanding ~~should~~Equity beAwards ~~clearly~~at ~~understood~~Fiscal 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 capitalYear-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. See “Business – Legal Proceedings.”End

The ~~Cancer~~following ~~Foundation~~table ~~has~~provides ~~paid~~information for each of our ~~expenses~~named ~~for~~executive officers as of the ~~periods~~end ~~indicated~~of ~~were~~our aslast ~~follows~~completed fiscal year, September 30, 2013:

Period	Amount
		Option Awards										Stock Awards
Year ended September 30, 2008	$15,000
Name		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested		Market Value of Shares or Units of Stock That Have Not Vested		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Year ended September 30, 2009	$19,567
John E. Baker (1)			-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Year ended September 30, 2010	$116,961
Lamar Neville (2)			-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Year ended September 30,2011	$15,216
Year ended September 30, 2012	$1,826

22__________

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:

	(1)	Mr. Baker was our chief financial officer, principal accounting officer, and assistant secretary.
	(2)	Mr. Neville is our secretary, treasurer, and director.

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 Employment Agreements

~~Results~~As of ~~Operations~~the date of this Report, VR Holdings does not have any employment agreement with Matthew A. Lapides, our sole employee.

~~Year~~VR ~~Ended~~Holdings ~~September~~Director ~~30, 2012 Compared to Year Ended September 30, 2011.~~Compensation

~~Revenues. We~~Our ~~had~~directors ~~revenue~~do ~~for~~not ~~the~~receive ~~years ended September 30, 2012 of $135,456 which has been reclassified as Discontinued Operations in the September 30, 2012 financials statements and had no revenue~~ compensation for ~~the~~their ~~year~~services ended September 30, 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 financials~~directors. ~~See NOTE 7 - DISCONTINUED OPERATIONS for additional information.~~

~~General~~Table and Administrative Expenses: Our general and administrative expenses increased from $103,335 in 2011 to $4,166,989 excluding Litigation Dynamics, Inc. in 2012. This increase was primarily the result of ~~the~~Contents ~~expense associated with the issuance of Warrants ($3,260,588) and services of an investment banker ($765,000)..~~26

~~Impairment~~Item ~~of Goodwill: As a result of the acquisition of Litigation Dynamics, Inc~~12., Security ~~Goodwill~~ Ownership of ~~$1,266,892,~~Certain ~~was~~Beneficial ~~created. Upon~~Owners ~~review~~and ofManagement ~~this Goodwill, it was determined that the Goodwill had no continuing value~~ and ~~was~~Related ~~written~~Stockholder ~~off~~Matters.

~~Net Loss. Our net loss increased to $6,719,776 for 2012 from $103,335 for 2011.~~The ~~increase~~following ~~resulted~~table ~~from~~presents ~~the~~information ~~expense~~regarding ~~of issuing Warrants ($3,260,588) for services rendered, loss on~~ the ~~exchange~~beneficial ownership of ~~stock~~all ~~for~~shares ~~debt ($1,153,815) where $300,000~~ of ~~debt~~our ~~was~~common ~~exchanged~~stock ~~for~~as ~~Stock~~ of ~~VR Holdings, Inc., invesment banking services ($765,000)~~ the ~~write~~date ~~off~~ of ~~Goodwill~~ ~~($1,487,892)~~this ~~which~~Report ~~resulted for the acquisition of Litigation Dynamics, Inc, and the increase of operating expenses associated with Litigation Dynamics, Inc.($130,300) since acquisition.~~by:

~~The~~· ~~directors~~Each ofperson ~~The~~who ~~Cancer~~owns ~~Foundation~~beneficially ~~have~~more ~~agreed~~than ~~orally~~five ~~that~~percent 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~~outstanding toshares 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 VRour ~~Holdings~~common ~~not~~stock; ~~taken~~· ~~actions~~Each ~~that~~director 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 it claim against the lender group for shares of~~ VR Holdings; ~~and~~· toEach ~~pay~~named ~~legal~~executive ~~bills~~officer ~~and audit expenses~~ of VR Holdings~~. There~~; ~~is no formal agreement between VR Holdings~~ and ~~The~~· ~~Cancer~~All ~~Foundation~~directors ~~concerning the payment of legal~~ and ~~audit~~officers ~~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~~a ~~become available to The Cancer Foundation, but there is no obligation to do so~~group.

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

	Shares of Common Stock Beneficially Owned (2)
Name of Beneficial Owner (1)	Number		Percent
John E. Baker (3)		35,000,000		7.82
Matthew A. Lapides (4)		-0-		-0-
Lamar Neville		100,000		0.02
Harry J. Conn (3)		100,000		0.02
All directors and officers as a group (three persons)		35,200,000		7.86
Deohge Corp. (5)		314,681,091		70.28
The Cancer Foundation, Inc. (6)		24,962,643		5.58
John Foster Woods		25,000,000		5.58

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	$1,826

________

(1)		Unless otherwise indicated, the address for each of these stockholders is c/o VR Holdings, Inc., at 1615 Chester Road, Chester, Maryland 21619. Also, unless otherwise indicated, each person named in the table above has the sole voting and investment power with respect to our shares of common stock or preferred stock which he beneficially owns.
(2)		Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. As of the date of this Report, there were issued and outstanding 448,039,037 shares of our common stock.
(3)		John E. Baker our former Chairman, Chief Executive Officer, President, Chief Financial Officer, Principal Accounting Officer, and Assistant Secretary resigned on January 9, 2014, and Harry J. Conn, a former director, resigned on January 6, 2014. A Form 8-K was filed with the SEC with respect to each of these events.
(4)		Matthew A. Lapides, the family of Pamela Lapides, a controlling stockholder of Deohge Corp., was elected as Chairman, Chief Executive Officer, President, Chief Financial Officer, Principal Accounting Officer, and Assistant Secretary of VR Holdings, Inc. on January 6, 2014. At the present time, Mr. Lapides does not own any shares of the common stock of VR Holdings, Inc. However, as a result of the closing of the proposed acquisition of EETC, Mr. Lapides is expected to receive of our common stock. See “Business – The Plan of Acquisition.”

~~Funds~~Table ~~were provided to The Cancer Foundation for the periods indicated by investors who purchased shares~~ of ~~our~~Contents ~~common stock owned by The Cancer Foundation, as follows:~~27

Stockholder	Shares Purchased	Date Purchased	Amount Paid
(5)		Deohge Corp. is a Maryland corporation, located at 2077 Maidstone Farm Road, Annapolis, Maryland 21409. The executive officers and directors are Morton M. Lapides, Sr., chairman and president, and Pamela Lapides, secretary and treasurer. The controlling stockholders are Mr. and Mrs. Lapides. Deohge’s principal business is a holding company. During the last five years, Deohge has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The consideration for the purchase of our shares was in connection with the reorganization of VR Holdings, and in settlement of all claims against VR Holdings by Deohge. Deohge does not have any plans which relate to or would result in: (a) the acquisition by any person of additional securities of VR Holdings, or the disposition of securities of VR Holdings; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving VR Holdings or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of VR Holdings or any of its subsidiaries; (d) any change in the present board of directors or management of VR Holdings, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of VR Holdings; (f) any other material change in VR Holdings’ business or corporate structure; (g) Changes in VR Holdings’ charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of VR Holdings by any person; (h) causing a class of securities of VR Holdings to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of VR Holdings becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.
Edwin C. Fulton	300,000	10/23/2009	$30,000
(6)		The Cancer Foundation, Inc. is a 501(c)(3) non-profit Maryland corporation, located at No. 2 Pomona East 305, Baltimore, Maryland 21208. The Cancer Foundation is a charitable foundation. The trustees and executive officers of The Cancer Foundation are Barry L. Dahne, John E. Baker, and Lamar Neville. Mr. Neville is one of our directors. Mr. Baker was one of our executive officers and directors. Mr. Dahne is president of The Cancer Foundation. The Cancer Foundation’s principal business is charity. During the last five years, The Cancer Foundation has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Cancer Foundation does not have any plans which relate to or would result in: (a) the acquisition by any person of additional securities of VR Holdings, or the disposition of securities of VR Holdings; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving VR Holdings or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of VR Holdings or any of its subsidiaries; (d) any change in the present board of directors or management of VR Holdings, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of VR Holdings; (f) any other material change in VR Holdings’ business or corporate structure; (g) Changes in VR Holdings’ charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of VR Holdings by any person; (h) causing a class of securities of VR Holdings to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of VR Holdings becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above. It should be clearly understood that The Cancer Foundation has no claim against VR Holdings and is no longer a party to the Illinois litigation.
Vivek Sood	50,000	10/23/2009	5,000
Chris Urban	100,000	3/15/2010	10,,000
Total	450,000		$45,000

ItOther should be clearly understood that The Cancer Foundation has no claim against VR Holdings and is no longer a party to the Illinois litigation. However, in view of the fact that The Cancer Foundation owns 24,962,643 shares of our common stock (more than ~~five percent of our outstanding shares), the management of The Cancer Foundation has decided that if we are successful in our efforts~~ as ~~described~~stated in this Report, then the foundation might be able to realize its goal of making grants to Johns Hopkins for cancer research. At present, The Cancer Foundation does not have any other viable source of funding to help it carry out its mission in the fight against cancer. VR Holdings is the current best hope for funding for The Cancer Foundation.above:

VR· ~~Holdings~~There ~~agreed~~is toan ~~dismiss~~executed ~~The~~Letter ~~Cancer~~of ~~Foundation~~Intent ~~from~~between ~~The Cancer Foundation, Inc. v. Cerberus Capital Management, LP litigation because the foundation lacked standing, but~~ VR Holdings ~~still~~and ~~issued~~CMPP ~~27.3~~which ~~million~~may ~~shares~~at ofa ~~its~~subsequent ~~common~~date ~~stock~~result toin ~~The~~a ~~Cancer~~change ~~Foundation~~in ~~based~~control ~~upon the amount pledged to The Cancer Foundation, plus accrued interest. The interest was calculated based upon an annual interest rate~~ of ~~six~~VR ~~percent~~Holdings; ~~during~~and ~~the~~· ~~period 1998 through December 31, 2007.~~ The ~~total~~completion ~~dollar amount~~ of the ~~claim,~~proposed ~~including~~Acquisition ~~interest~~may ~~that~~change ~~was attributed to The Cancer Foundation in determining~~ the ~~number~~election of VRdirectors ~~Holdings~~or ~~shares~~other ~~to be issued was $124,358,274~~matters.

~~Liquidity~~Table ~~and~~of ~~Capital~~Contents ~~Resources~~28

~~Our~~Item ~~primary source of liquidity has been expenses paid by The Cancer Foundation and funds raised from the sale of VR Holdings, Inc, stock~~13. Certain ~~The majority of expenses paid by the Cancer Foundation~~ Relationships and byRelated ~~funds~~Transactions ~~raised by the Company have been for legal~~ and ~~accounting~~Director ~~fees~~Independence. During the years ended September 30, 2012 and 2011, The Cancer Foundation has paid expenses of $1,836 and $15,216, respectively. As of September 30, 2012, we had $8,880 in cash and zero cash equivalents. 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.

AsDeohge ofCorp. ~~September~~owned ~~30,~~and ~~2012~~controlled by Mr. Morton M. Lapides, weSr. ~~had~~(deceased) ~~outstanding~~and ~~liabilities~~Pamela ofW. ~~$562~~Lapides,~~343~~ owns 314,681,091 ~~which~~shares isof ~~payable~~our ~~within~~common 12stock, ~~months. These~~which ~~expenses~~represent ~~were~~approximately 70.0 ~~due~~percent ~~mostly~~of ~~for~~our ~~legal~~issued and ~~audit~~outstanding ~~services~~common ~~due~~stock 30as ~~days~~of ~~after~~the ~~billing. We~~date ~~are~~of ~~attempting~~this toReport. ~~obtain~~The ~~funds~~result ~~from~~of the ~~successful~~ownership ~~conclusion~~ of our ~~lawsuit. See~~common stock ~~“Business~~by –Deohge ~~Legal Proceedings~~Corp.~~” In~~ ~~the~~is ~~event~~ that weit ~~are~~has ~~unsuccessful~~voting incontrol ~~our~~on ~~litigation,~~all wematters ~~would~~submitted beto ~~required~~our tostockholders ~~raise~~for ~~additional~~approval ~~equity~~and ~~capital. At~~are ~~the~~able ~~time~~to control ofour ~~this~~management ~~Report~~and affairs, weincluding ~~are~~extraordinary ~~currently~~transactions ~~offering~~such ~~through~~as amergers ~~private~~and ~~placement~~other ~~shares~~changes of ~~our~~corporate ~~common~~control, and ~~stock~~going inprivate ~~order~~transactions. toDeohge ~~raise~~Corp. ~~needed~~acquired ~~capital. VR~~the ~~Holding,~~shares ~~Inc.~~of ~~estimates~~our ~~that~~common itstock ~~will~~as ~~need~~a ~~$400,000~~result ~~over~~of the ~~nest~~assignment 12of ~~months. In~~ the ~~future,~~interests of weMr. ~~may~~and ~~raise~~Mrs. ~~additional~~Lapides ~~capital~~to ~~though~~Deohge ~~equity~~Corp. oron ~~debt~~July ~~offerings. There~~25, is2006 noin ~~assurance~~the welitigation ~~will~~described ~~raise~~in ~~any~~“Business ~~additional~~– ~~capital~~Legal ~~resources~~Proceedings.” On ~~from~~July ~~any~~25, of2006 ~~these~~Deohge ~~sources~~Corp. ~~There~~ ~~are~~received ~~no interest~~314,681,091 ~~penalties~~shares orof ~~fines~~our ~~accruing~~common onstock ~~the~~in ~~past~~connection ~~due~~with ~~amounts~~our reorganization. See “Principal Stockholders.”

The ~~debt~~Cancer Foundation, Inc., a charitable foundation originally formed by members of ~~all~~the ~~subsidiaries~~family of VRMr. ~~Holdings~~Lapides, ~~has~~whose ~~been~~trustees ~~discharged~~are ~~through~~Barry ~~prior~~L. ~~bankruptcies~~Dahne, ~~filed~~John ~~for~~E. ~~these~~Baker, ~~subsidiaries~~and Lamar Neville, acquired 27,820,643 shares our common stock on July 25, 2006 as a contribution to the foundation. As of September 30, 2013, Messrs. Baker and Neville were two of our directors and executive officers. See “Principal Stockholders.”

OnAs ~~June~~discussed ~~13,~~elsewhere ~~2003,~~in ~~Mr. Lapides was held responsible for~~ this ~~debt. See~~Report, Barry ~~Case No~~L. ~~98-6-5483-JS~~Dahne, Inone ~~re Transcolor Corporation, Debtor, National City Bank~~ of ~~Minneapolis, Plaintiff vs. Morton M. Lapides, Sr., et al., Defendants, in~~ the ~~United~~trustees ~~States Bankruptcy Court for the District~~ of ~~Maryland.~~ The ~~Court~~Cancer ~~made~~Foundation ~~veil~~which ~~piercing~~is ~~and~~one ~~independent tort liability findings against Mr. Lapides arising~~ of ~~the~~our ~~acquisition~~major ~~of Winterland~~stockholders, ~~Inc. See~~has Inreceived ~~Re Transcolor; National City Bank v. Morton M. Lapides~~7, ~~Sr.~~000,000 etshares of ~~al.,~~our ~~296~~common ~~B.R.~~stock ~~343~~for ~~(Bankr.~~his D.legal Mdservices. ~~2003). Judge~~Previously, ~~Schneider~~we ~~based~~had ~~his~~issued ~~findings on three transactions relating~~ to ~~the acquisition of Winterland Corp. by~~ Mr. ~~Lapides~~Dahne ~~and his company~~10, ~~MML~~000,000 ~~Inc.~~shares ~~which~~of ~~took~~our ~~place~~common onstock ~~August~~for 14services rendered. ~~and~~We ~~16,~~have ~~1996,~~issued ~~and~~an ~~April~~additional 117, ~~1997. In the first transaction~~000,000 ~~MML purchased 100%~~ of ~~the~~such shares ofby ~~Winterland. As~~means ~~part~~ of ~~the~~a ~~transaction,~~registration ~~Transcolor~~statement ~~Corp.~~filed ~~transferred~~with ~~its business assets to Winterland and leased its machinery, real property, proprietary rights, etc. to Winterland. Winterland was also given an option to purchase~~ the ~~leased~~SEC ~~assets for $5 million. In return, Transcolor would receive $5.4 million from Winterland~~ and awhich went ~~$14~~effective ~~million~~on ~~10-year~~May ~~lease agreement with Winterland. Winterland paid $1.3 million of that amount~~11, ~~leaving an amount due of $4~~2011.1 ~~million~~Mr. In ~~the~~Dahne ~~second~~is ~~transaction,~~listed ~~Winterland~~as ~~tendered~~ a ~~promissory~~selling ~~note~~stockholder toin ~~Transcolor for $4.1 million,~~ the ~~price~~prospectus ofwhich ~~Transcolor’s purchase option~~ was ~~reduced~~apart ~~to $3.5 million, and the price for its leased assets was reduced to $1. In the third transaction, MML transferred to the lenders who financed its acquisition~~ of ~~Winterland an 80% ownership interest in Winterland and gave up 90% of~~ the ~~10-year $14 million lease Winterland had with Transcolor~~registration statement.

~~Judge~~Matthew ~~Schneider held that these three Winterland-related transactions were in breach of the terms of a trust indenture, dated October 1, 1993, between Alleco, Inc~~A., ~~as issuer~~Lapides, ~~and~~our ~~National~~current ~~City Bank, trustee, that obligated Alleco to issue secured notes to certain creditors,~~ president and achief ~~supplemental~~financial ~~indenture~~officer, ~~dated~~is ~~July 31, 1995, that added Transcolor Corp., as an obligor on~~ the ~~secured~~family ~~notes. The trustee indenture was issued as part~~ of ~~Alleco’s~~Pamela ~~Chapter 11 plan of reorganization~~W. ~~Transcolor~~ ~~was a subsidiary of Alleco~~Lapides, ~~which,~~who inis ~~turn, was owned by MML, Inc. Mr. Lapides was~~ the ~~principal~~controlling ~~shareholder~~stockholder of ~~MML~~Deohge Corp.

~~Judge~~In ~~Schneider~~addition, ~~held~~we ~~that~~have ~~these~~also ~~transactions~~issued ~~were~~to John ~~fraudulent transfers because they were made at a time when Transcolor was insolvent and without fair consideration and because Mr~~E. ~~Lapides owned Transcolor~~Baker, ~~Alleco~~our ~~and~~former ~~Winterland. He~~Chairman, ~~held~~Chief ~~they~~Executive ~~were~~Officer, ~~not~~President, ~~arms-length~~Chief ~~transactions~~Financial ~~and that Transcolor~~Officer, ~~Alleco~~Principal ~~and~~Accounting ~~MML were instrumentalities of Lapides~~ Officer, and ~~that~~Assistant ~~he was their alter ego. Judge Schneider pierced the corporate veil based on his conclusion that National City Bank~~Secretary, ~~the Indentured Trustee~~35,000,000 ~~had~~shares ~~made a sufficient showing~~ of ~~fraud~~our bycommon ~~Mr.~~stock ~~Lapides~~for ~~and~~services ~~the other defendants~~rendered.

~~Judge~~Item ~~Schneider also held that Mr~~14. Principal Accounting ~~Lapides~~Fees was individually liable based on his conclusion that he had directed the perpetration of a corporate fraud, the fraudulent transfer of assets, reaped personal benefits by being released from a personal guarantee, and by allegedly instructing subordinates to falsify corporate compliance certificates required by the trust indentures in order to keep the knowledge of the transfers from the indentured trustee, despite contrary legal opinions from major law firmsServices.

AsAudit a result of these findings, Judge Schneider entered a judgment against Mr. Lapides personally for $7,000,000, plus interest. The judgment provided for interest at the rate of 1.4 percent per annum. The interest continues to accrue. The decision was rendered on June 13, 2003 but not received by Mr. Lapides, who was ill, and recovering from pancreatic cancer, until July 3, 2003. His efforts to obtain an extension to appeal were denied. As a result of this judgment, Marshall & Ilsley Trust Company, N.A. (the surviving entity of National City Bank) filed a case in the Circuit Court of Anne Arundel County, Maryland to enforce this judgment against Morton M. Lapides, Sr. whose only asset was his interest in the home owned by his wife and himself. The Lapides’ contended that the home was held as tenants by the entirety and could not be taken to satisfy individual debts of a husband or wife.Fees

24The aggregate fees billed by M&K CPAS for professional services rendered for the audit of our annual financial statements for fiscal years ended September 30, 2013 and 2012, were $11,000 and $14,500, respectively.

OnAudit ~~April~~Related 12, 2010, The Circuit Court of Anne Arundel Country, Maryland decided in favor of the Lapides’ and dismissed the claim of Marshall & Ilsley Trust Company, N.A. to allow the home owned by the Lapides’ as a source of paying the $7,000,000 judgment against Morton M. Lapides, Sr. The plaintiff, Marshall & Ilsley, had 30 days to appeal this judgment but no appeal was make and as a result, the judgment is final. The original judgment against Morton M. Lapides, Sr. is still outstanding. There are no other parties that are liable for this debt.Fees

~~As stated elsewhere in this Report, we intend offer shares of our common stock to various claimants in exchange for their claims.~~ The ~~main~~aggregate ~~objective~~audit-related isfees ~~to repay vendors and other persons owed money~~ billed by ~~our~~M&K ~~prior~~CPAS ~~entities~~ for ~~funds~~professional ~~loss~~services inrendered ~~bankruptcies~~for ~~and to~~ the ~~best~~audit of our ~~knowledge~~annual ~~does~~financial ~~not~~statements ~~affect~~for ~~Mr.~~fiscal ~~Lapides'~~years ~~position~~ended asSeptember 30, we2013 ~~believe~~and he2012, ~~would~~were ~~still~~$0 beand ~~liable~~$0, respectively.

~~However,~~Tax if a claimant does not accept the exchange of our shares for his claim and we are subsequently successful in receiving funds from our claim in The Cancer Foundation, Inc. v. Cerberus Capital Management, LP, any such claimant will receive a pro rata portion of any such funds received by VR Holdings regardless of his refusal to accept our shares. Any such funds paid to a claimant would not be available for use in our proposed business going forward. 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.Fees

IfThere ~~The~~were ~~Cancer~~no ~~Foundation,~~fees ~~Inc.~~billed v.by ~~Cerberus~~M&K CPAS ~~Capital~~for ~~Management,~~professional LPservices ~~litigation~~rendered isfor ~~successful,~~tax weservices ~~will~~for ~~use~~fiscal ~~the~~years ~~proceeds~~ended ~~from~~September ~~any recovery to fund our proposed operations as disclosed in our VR Holdings business plan. See “Business.” If The Cancer Foundation~~30, ~~Inc.~~2013 v.and 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 business plan, or revise the proposed business model as it now stands2012.

ItAll ~~should~~Other be clearly understood that we will not be able to commence the proposed business of VR Holdings, 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. If we are not successful in our litigation efforts or cannot raise needed funds, our proposed business will most likely fail. See “Business – Legal Proceedings.”Fees

AsThere ~~discussed~~were ~~elsewhere~~no inother ~~this~~fees ~~Report,~~billed ~~The~~by ~~Cancer~~M&K CPAS ~~Foundation~~for ~~has~~professional ~~paid~~services ~~our~~rendered ~~expenses~~during ~~for~~ the ~~periods~~fiscal ~~indicated~~years ~~were~~ended September 30, 2013 and 2012, other than as ~~follows:~~stated under the captions Audit Fees, Audit-Related Fees, and Tax Fees.

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	$1,826

Table of Contents

~~Funds~~PART ~~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:~~IV

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

Item 15. Exhibits, Financial Statement Schedules.

If(a) VRAll ~~Holdings~~financial ~~does~~statements ~~not~~are ~~raise~~included ~~additional~~in ~~capital~~Item ~~and/or~~8 ~~does~~of ~~not~~this ~~generate~~report. ~~profitable~~(b) ~~operations,~~All VRfinancial ~~Holdings’~~statement ~~shares~~schedules ofrequired ~~common~~to ~~stock~~be ~~are~~filed ~~likely~~by toItem be8 ~~adversely~~of ~~affected~~this Report and ~~have~~the ~~little~~exhibits orcontained noin ~~value~~this Report are included in Item 8 of this report. (c) The following exhibits are attached to this report:

Exhibit No.		Identification of Exhibit
1.0**		Letter Agreement between CapNet Securities Corporation and VR Holdings, Inc., dated October 24, 2011, filed as Exhibit 1.0 to the registrant’s Report on Form 8-K/A on January 23, 2012, Commission File Number 333-166884.
2.0**		Plan and Agreement of Triangular Merger between VR Holdings, Inc., VRH Merger Sub, Inc. and Litigation Dynamics, Inc. dated November 21, 2011, filed as Exhibit 10.1 to the registrant’s Report on Form 8-K on November 23, 2011, Commission File Number 333-166884.
3.1**		Certificate of Incorporation of VR Holdings, Inc. filed with the Secretary of State of Delaware on November 2, 1998, filed as Exhibit 3.1 to the registrant’s registration statement on July 20, 2010, Commission File Number 333-166884.
3.2**		Certificate of Amendment of Certificate of Incorporation of VR Holdings, Inc. filed with the Secretary of State of Delaware on June 2, 2008, filed as Exhibit 3.2 to the registrant’s registration statement on July 20, 2010, Commission File Number 333-166884.
3.3**		Original Bylaws of VR Holdings, Inc., filed as Exhibit 3.3 to the registrant’s registration statement on July 20, 2010, Commission File Number 333-166884.
3.4**		Amended and Restated Certificate of Incorporation of VR Holdings, Inc., adopted May 14, 2010, filed as Exhibit 3.4 to the registrant’s registration statement on July 20, 2010, Commission File Number 333-166884.
3.5**		Amended and Restated Bylaws of VR Holdings, Inc. adopted May 14, 2010, filed as Exhibit 3.5 to the registrant’s registration statement on July 20, 2010, Commission File Number 333-166884.
3.6**		Articles of Incorporation of VRH Merger Sub, Inc. filed with the Secretary of State of Texas on November 14, 2011, and subsequently amended on January 20, 2012, by Articles of Merger between VRH Merger Sub, Inc. and Litigation Dynamics, Inc. filed with the Secretary of State of Texas on January 20, 2012. To reflect the change of the name of VRH Merger Sub, Inc. to Litigation Dynamics, Inc., filed as Exhibit 3.6 to the registrant’s Report on Form 8-K/A on January 23, 2012, Commission File Number 333-166884.
3.7**		Bylaws of VRH Merger Sub, Inc. adopted on November 21, 2011, and subsequently amended on January 20, 2012 to reflect the change of the name of VRH Merger Sub, Inc. to Litigation Dynamics, Inc., filed as Exhibit 3.7 to the registrant’s Report on Form 8-K/A on January 23, 2012, Commission File Number 333-166884.
3.8**		Articles of Merger between VRH Merger Sub, Inc. and Litigation Dynamics, Inc., filed with the Secretary of State of Texas on January 20, 2012, filed as Exhibit 3.8 to the registrant’s Report on Form 8-K/A on January 23, 2012, Commission File Number 333-166884.
10.1**		Charter of the Audit Committee of VR Holdings, Inc., filed as Exhibit 10.1 to the registrant’s registration statement on May 17, 2010, Commission File Number 333-166884.
10.2**		Code of Business Conduct of VR Holdings, Inc., filed as Exhibit 10.2 to the registrant’s registration statement on May 17, 2010, Commission File Number 333-166884.

WeTable 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~~Contents ~~Cancer Foundation, Inc. v. Cerberus Capital Management, LP litigation.~~ 30

Seasonality

10.3**		Code of Ethics for Senior Executive Officers and Senior Financial Officers of VR Holdings, Inc., filed as Exhibit 10.3 to the registrant’s registration statement on May 17, 2010, Commission File Number 333-166884.
10.4**		Charter of the Compensation Committee of VR Holdings, Inc., filed as Exhibit 10.4 to the registrant’s registration statement on May 17, 2010, Commission File Number 333-166884.
10.5**		Corporate Governance Principles of the Board of Directors of VR Holdings, Inc., filed as Exhibit 10.5 to the registrant’s registration statement on May 17, 2010, Commission File Number 333-166884.
10.6**		Charter of the Executive Committee of the Board of Directors of VR Holdings, Inc., filed as Exhibit 10.6 to the registrant’s registration statement on May 17, 2010, Commission File Number 333-166884.
10.7**		Charter of the Finance Committee of VR Holdings, Inc., filed as Exhibit 10.7 to the registrant’s registration statement on May 17, 2010, Commission File Number 333-166884.
10.8**		Charter of the Governance and Nominating Committee of VR Holdings, Inc., filed as Exhibit 10.8 to the registrant’s registration statement on May 17, 2010, Commission File Number 333-166884.
10.9**		Executive Summary Memorandum, filed as Exhibit 10.9 to the registrant’s registration statement on May 17, 2010, Commission File Number 333-166884.
10.10**		Assignment of Claims, filed as Exhibit 10.10 to the registrant’s registration statement on September 9, 2010, Commission File Number 333-166884.
10.11**		Form of Settlement with the claimants, filed as Exhibit 10.11 to the registrant’s registration statement on April 29, 2011, Commission File Number 333-166884.
10.12**		Warrant dated August 30, 2010, for 1,000,000 shares issued to Norman T. Reynolds, Esq., filed as Exhibit 10.12 to the registrant’s registration statement on October 25, 2010, Commission File Number 333-166884.
10.13*		Amended Warrant dated August 18, 2012, for 7,000,000 shares issued to Norman T. Reynolds, Esq.
10.14*		Amended Warrant dated August 13, 2013, for 8,000,000 shares issued to Norman T. Reynolds, Esq.
10.15**		Employment Agreement between Litigation Dynamics, Inc. and Zane Russell dated January 20, 2012, filed as Exhibit 10.14 to the registrant’s Report on Form 8-K/A on January 23, 2012, Commission File Number 333-166884.
10.16**		Employment Agreement between Litigation Dynamics, Inc. and J. Michael Moore dated January 20, 2012, filed as Exhibit 10.15 to the registrant’s Report on Form 8-K/A on January 23, 2012, Commission File Number 333-166884.
10.17**		Master Services Agreement between Litigation Dynamics, Inc. and VR Holdings, Inc. dated January 20, 2012, filed as Exhibit 10.16 to the registrant’s Report on Form 8-K/A on January 23, 2012, Commission File Number 333-166884.
10.18**		Subscription Agreement executed by Litigation Dynamics, Inc. shareholders on January 20, 2012, in connection with the merger of VRH Merger Sub, Inc. and Litigation Dynamics, Inc., filed as Exhibit 10.17 to the registrant’s Report on Form 8-K/A on January 23, 2012, Commission File Number 333-166884.
10.19**		Promissory note executed by Pine Springs Capital, LLC dated March 31, 2011, in the amount of $11,250.00 payable to the order of Litigation Dynamics, Inc., filed as Exhibit 10.18 to the registrant’s Report on Form 8-K/A on March 7, 2012, Commission File Number 333-166884.
10.20**		Promissory note executed by New Course Group dated June 10, 2011, in the amount of $3,930.55 payable to the order of Litigation Dynamics, Inc., filed as Exhibit 10.19 to the registrant’s Report on Form 8-K/A on March 7, 2012, Commission File Number 333-166884.
10.21**		Promissory note executed by New Course Group dated June 3, 2011, in the amount of $5,711.38 payable to the order of Litigation Dynamics, Inc., filed as Exhibit 10.20 to the registrant’s Report on Form 8-K/A on March 7, 2012, Commission File Number 333-166884.
10.22**		Promissory note executed by Pine Springs Capital, LLC dated May 20, 2011, in the amount of $4,000.00 payable to the order of Litigation Dynamics, Inc., filed as Exhibit 10.21 to the registrant’s Report on Form 8-K/A on March 7, 2012, Commission File Number 333-166884.
10.23**		Promissory note executed by New Course Group dated June 29, 2011, in the amount of $3,220.51 payable to the order of Litigation Dynamics, Inc., filed as Exhibit 10.22 to the registrant’s Report on Form 8-K/A on March 7, 2012, Commission File Number 333-166884.
10.24**		Promissory note executed by ProduClear, Inc. dated April 13, 2011, in the amount of $2,500.00 payable to the order of Litigation Dynamics, Inc., filed as Exhibit 10.23 to the registrant’s Report on Form 8-K/A on March 7, 2012, Commission File Number 333-166884.

~~Our~~Table ~~proposed~~of ~~business~~Contents ~~is not subject to seasonality.~~31

Impact of Inflation

10.25**		Promissory note executed by Texas Golfer Magazine dated April 1, 2011, in the amount of $3,250.00 payable to the order of Litigation Dynamics, Inc., filed as Exhibit 10.24 to the registrant’s Report on Form 8-K/A on March 7, 2012, Commission File Number 333-166884.
10.26**		Promissory note executed by Trekmore dated April 8, 2011, in the amount of $5,000.00 payable to the order of Litigation Dynamics, Inc., filed as Exhibit 10.25 to the registrant’s Report on Form 8-K/A on March 7, 2012, Commission File Number 333-166884.
10.27**		Promissory note executed by Litigation Dynamics, Inc. dated May 5, 2011, in the amount of $50,000.00 payable to the order of Robert Embry, filed as Exhibit 10.26 to the registrant’s Report on Form 8-K/A on March 7, 2012, Commission File Number 333-166884.
10.28**		Promissory note executed by Litigation Dynamics, Inc. dated April 25, 2011, in the amount of $50,000.00 payable to the order of Michael Jud, filed as Exhibit 10.27 to the registrant’s Report on Form 8-K/A on March 7, 2012, Commission File Number 333-166884.
10.29**		Promissory note executed by Litigation Dynamics, Inc. dated April 19, 2011, in the amount of $5,000.00 payable to the order of Michael Jud, filed as Exhibit 10.28 to the registrant’s Report on Form 8-K/A on March 7, 2012, Commission File Number 333-166884.
10.30**		Promissory note executed by Litigation Dynamics, Inc. dated April 8, 2011, in the amount of $75,000.00 payable to the order of Robert Embry, filed as Exhibit 10.29 to the registrant’s Report on Form 8-K/A on March 7, 2012, Commission File Number 333-166884.
10.31**		Promissory note executed by Litigation Dynamics, Inc. dated April 8, 2011, in the amount of $75,000.00 payable to the order of 2005 Braden Interest, Ltd., filed as Exhibit 10.30 to the registrant’s Report on Form 8-K/A on March 7, 2012, Commission File Number 333-166884.
10.32**		Promissory note executed by Litigation Dynamics, Inc. dated March 21, 2011, in the amount of $45,000.00 payable to the order of Charles Jud, filed as Exhibit 10.31 to the registrant’s Report on Form 8-K/A on March 7, 2012, Commission File Number 333-166884.
10.33**		Separation Agreement by and between VR Holdings, Inc., Litigation Dynamics, Inc., J. Michael Moore, Zane Russell, CapNet Securities Corporation, John E. Baker, Deohge Corp., Pamela Lapides, The Cancer Foundation, Inc., John Foster Woods, and Barry L. Dahne, dated September 24, 2012, filed as Exhibit 10.1 to the registrant’s Report on Form 8-K on September 26, 2012, Commission File Number 333-166884.
10.34**		Assumption Agreement for Litigation Dynamics, Inc. by and between VR Holdings, Inc. and Litigation Dynamics, Inc., dated September 24, 2012, filed as Exhibit 10.2 to the registrant’s Report on Form 8-K on September 26, 2012, Commission File Number 333-166884.
10.35**		Assumption Agreement for VR Holdings, Inc. by and between VR Holdings, Inc. and Litigation Dynamics, Inc., dated September 24, 2012, filed as Exhibit 10.3 to the registrant’s Report on Form 8-K on September 26, 2012, Commission File Number 333-166884.
10.36**		Form of VR Holdings, Inc. Distribution Agreement, filed as Exhibit 10.4 to the registrant’s Report on Form 8-K on September 26, 2012, Commission File Number 333-166884.
10.37**		Assumption and Novation Agreement is made by and between VR Holdings, Inc., Litigation Dynamics, Inc., and Structured Financial Service, LLC, dated September 24, 2012, filed as Exhibit 10.5 to the registrant’s Report on Form 8-K on September 26, 2012, Commission File Number 333-166884.
10.38**		Non-Exclusive Software Reseller Agreement by and between Innovative Litigation Services. LLC and Litigation Dynamics, Inc., filed as Exhibit 10.6 to the registrant’s Report on Form 8-K on September 26, 2012, Commission File Number 333-166884.
10.39**		VR Holdings, Inc. promissory note payable to the order of Structured Financial Service, LLC in the amount of $50,000, dated May 23, 2012, filed as Exhibit 10.7 to the registrant’s Report on Form 8-K on September 26, 2012, Commission File Number 333-166884.
10.40**		Warrant dated August 30, 2010, for 1,000,000 shares issued to Stephen H. Marcus, Esq., filed as Exhibit 10.13 to the registrant’s registration statement on October 25, 2010, Commission File Number 333-166884.
10.41**		Consulting Agreement by and between VR Holdings, Inc. and Schneider Mitigation Group, dated August 15, 2013, but effective as of August 1, 2013, filed as Exhibit 10.1 to the registrant’s Report on Form 8-K on August 16, 2013, Commission File Number 333-166884.

~~General~~Table ~~inflation in the economy has driven the operating expenses~~ of ~~many~~Contents 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.32

Critical Accounting Policies

10.42**		Letter of Intent was executed by VR Holdings, Inc., a Delaware corporation (“VR Holdings”) and China MPP Ventures, LLC, a Maryland limited liability company (“CMPP”) dated January 5, 2013, filed as Exhibit 10.1 to the registrant’s Report on Form 8-K on January 8, 2014, Commission File Number 333-166884.
10.43**		Letter of resignation as a director by Harry J, Conn, dated January 6, 2014, filed as Exhibit 10.2 to the registrant’s Report on Form 8-K on January 8, 2014, Commission File Number 333-166884.
10.44**		Letter of resignation as a director and officer by John E. Baker, dated January 9, 2014, filed as Exhibit 10.1 to the registrant’s Report on Form 8-K on January 12, 2014, Commission File Number 333-166884.

31.1*		Certification of Matthew A. Lapides, 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*		Certification of Matthew A. Lapides, 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*		Certification of Matthew A. Lapides, 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*		Certification of Matthew A. Lapides, 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.
99.1**		Audited Financial Statements of Litigation Dynamics, Inc., a Texas corporation, and Pro forma financial information, filed as Exhibit 99.1 to the registrant’s Report on Form 8-K/A on March 7, 2012, Commission File Number 333-166884.

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* Filed 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 operationsherewith. ~~Specifically, critical accounting estimates have the following attributes:~~

·** Previously filed.

WeTable ~~are required to make assumptions about matters that are highly uncertain at the time~~ of ~~the~~Contents ~~estimate; and~~33

·SIGNATURES

~~Different~~In ~~estimates~~accordance wewith ~~could~~Section ~~reasonably~~13 ~~have used,~~ or ~~changes~~15(d) of in the ~~estimate~~Securities ~~that~~Exchange ~~are~~Act ~~reasonably~~of ~~likely~~1934, toas ~~occur~~amended, ~~would~~the ~~have~~registrant ahas ~~material~~duly ~~effect~~caused this Report to be signed on ~~our~~its ~~financial~~behalf ~~condition~~by orthe undersigned, ~~results~~thereunto ofduly ~~operations~~authorized.

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.

		VR HOLDINGS, INC.
Date:	February 5, 2014
		By:	/s/ Matthew A. Lapides
			Matthew A. Lapides
			Chief Executive Officer

		By:	/s/ Matthew A. Lapides
			Matthew A. Lapides
			Chief Financial Officer and Principal Accounting Officer

InPursuant ~~preparing our financial statements~~ to ~~conform~~the torequirements ~~accounting~~of ~~principles~~the ~~generally~~Securities ~~accepted~~Exchange inAct ~~the~~of ~~United~~1934, as ~~States~~amended, wethis ~~make~~Report ~~estimates~~has ~~and~~been ~~assumptions~~signed ~~that~~by ~~affect~~ the ~~amounts~~following ~~reported~~persons inon ~~our~~behalf ~~financial~~of ~~statements~~the ~~and~~registrant ~~accompanying notes. These estimates include useful lives for fixed assets for depreciation calculations~~ and ~~assumptions~~in ~~for~~the ~~valuing~~capacities ~~options~~ and ~~warrants. Actual~~on ~~results~~the dates ~~could differ from these estimates~~indicated.

Signature	Title	Date
/s/ Matthew A. Lapides	Chairman, President Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, and Assistant Secretary	February 5, 2014
MATTHEW A. LAPIDES
/s/ Lamar Neville	Secretary, Treasurer, and Director	February 5, 2014
LAMAR NEVILLE

~~Financing~~Table ~~Activities~~of Contents 34

WeREPORT ~~plan~~OF toINDEPENDENT ~~fund~~REGISTERED ~~our~~PUBLIC ACCOUNTING 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.FIRM

AtTo ~~present, we do not have sufficient capital on hand to fund our proposed operations for~~ the ~~next~~Board 12of ~~months. We~~Directors estimate that we will need at least $400,000 to fund our operations over the next 12 months. This includes an estimate that by being a public company, it will incur at least $50,000 annually in legal costs and an additional $50,000 annually in auditing costs that we would not be paying if we were to remain as a private company. of

AtVR ~~September 30~~Holdings, ~~2012, we had $101,540 of assets, $562,343 of liabilities and a working capital deficit of $460,803~~Inc. Through September 30, 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 fiscal year 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~~(A weDevelopment ~~were~~Stage incorporated in 1998, we have no recent operating history, and have no recent revenue to date. 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 more fully described in Note 7 of our financial statements.. If we are successful in the litigation, we plan on utilizing any 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. In November and December 2011, the Company sold 480,694 shares of common stock for $43,263 net of commissions, and in April 2012, the Company sold 50,000 shares of common stock for $5,000. The Company utilized the proceeds from the sales of this stock to pay current operating expenses. )

~~There~~We ishave noaudited ~~assurance~~the ~~that~~accompanying weconsolidated balance ~~will~~sheets beof ~~able~~VR toHoldings, ~~obtain~~Inc. ~~additional~~(A ~~capital~~Development ~~through~~Stage ~~equity~~Company) oras ~~debt~~of ~~financing~~September 30, or2013 ~~any~~and ~~combination thereof~~2012, orand onthe ~~satisfactory~~related ~~terms~~consolidated statements orof atoperations, ~~all. Additionally~~shareholders’ deficit, noand ~~assurance~~cash ~~can~~flows befor ~~given~~the ~~that~~years ~~any~~then ~~such~~ended ~~financing~~and for the period from October 1, if2010 ~~obtained~~to September 30, ~~will~~2011. beThe ~~adequate~~consolidated tofinancial ~~meet~~statements ~~our~~for ~~ultimate~~the ~~capital~~period ~~needs~~from ~~and~~July to25, ~~support~~2006 ~~our~~(date ~~growth. If~~of ~~adequate~~re-entrance ~~capital~~into development ~~cannot~~stage) beto ~~obtained~~September on30, a2010 ~~timely~~were ~~basis~~audited ~~and~~by onother ~~satisfactory~~auditors ~~terms,~~whose ~~our~~report ~~operations~~expressed ~~would~~an beunqualified ~~materially~~opinion ~~negatively~~on ~~impacted~~those statements. ~~Further,~~ ifThese weconsolidated dofinancial ~~not~~statements ~~obtain~~are ~~additional~~the ~~funding~~responsibility ~~prior~~of tothe orCompany's ~~during~~management. ~~fiscal~~Our ~~year~~responsibility ~~2013,~~is weto express ~~may~~an ~~enter~~opinion ~~into~~on ~~bankruptcy~~these ~~and~~consolidated ~~possibly~~financial ~~cease~~statements ~~operations~~based ~~thereafter~~on our audits.

AsWe aconducted ~~result~~our audits in accordance with the standards of the ~~above~~Public ~~discussed~~Company ~~conditions,~~Accounting ~~there~~Oversight ~~exists~~Board ~~substantial~~(United ~~doubt~~States). ~~about~~Those ~~our~~standards ~~ability~~require that we plan and perform the audits to ~~continue~~obtain asreasonable aassurance ~~going~~whether ~~concern. Our~~the financial statements are ~~presented~~free onof amaterial ~~going~~misstatement. ~~concern~~The ~~basis~~Company is not required to have, ~~which~~nor ~~contemplates~~were ~~the~~we ~~realization~~engaged ofto ~~assets~~perform, ~~and~~an ~~satisfaction~~audit of ~~liabilities~~its ininternal ~~the~~control ~~normal~~over ~~course~~financial reporting. Our audit included consideration of ~~business. The~~internal control over financial ~~statements~~reporting doas a basis for designing audit procedures that are appropriate in the circumstances, but not ~~include~~for ~~any~~the ~~adjustments~~purpose ~~relating~~of toexpressing an opinion on the ~~recoverability~~effectiveness of the ~~recorded~~Company’s ~~assets~~internal orcontrol over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the ~~classification~~amounts ofand ~~liabilities~~disclosures ~~that~~in ~~may~~the befinancial ~~necessary~~statements. ~~should~~An itaudit bealso ~~determined~~includes ~~that~~assessing wethe ~~are~~accounting ~~unable~~principles toused ~~continue~~and significant estimates made by management, as awell ~~going~~as ~~concern~~evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the VR Holdings, ~~Needs~~Inc. Toas ~~Hire~~of ~~Specialized~~September 30, ~~Personnel~~2013 and 2012, and the consolidated results of their operations and their cash flows for the years then ended and for the period from October 1, 2010 to September 30, 2011 in conformity with accounting principles generally accepted in the United States.

~~Although~~The weaccompanying ~~are~~consolidated ~~committed~~financial tostatements ~~the~~have ~~continued~~been prepared ~~development~~assuming ~~and~~that ~~growth~~VR ~~of our business~~Holdings, weInc. will ~~need~~continue ~~to engage specialized key personnel, such~~ as ~~underwriters~~a ~~and~~going ~~legal~~concern. ~~personnel,~~As todiscussed ~~assess risks of investing~~ in ~~lawsuits~~Note ~~and~~2 to ~~assist VR Holdings in~~ the ~~execution~~financial ~~of our business model~~statements, the ~~inasmuch~~Company ashas ~~John~~minimal E.assets ~~Baker,~~and ~~our~~has ~~chief~~incurred ~~executive~~net ~~officer,~~losses ~~does~~which ~~not~~raise ~~possess~~substantial ~~the~~doubt ~~requisite~~about ~~level~~its ofability ~~expertise~~ to ~~perform~~continue ~~such~~as ~~functions. Further,~~a Mrgoing concern. ~~Baker~~Management’s ~~will~~plans ~~not~~regarding ~~devote~~those ~~his~~matters ~~entire~~are ~~working~~also ~~efforts~~described toin ~~our~~Note ~~business,~~2. ~~since~~The heconsolidated ~~is currently employed as chief~~ financial ~~officer~~statements ~~and~~do not ~~treasurer~~include ofany ~~Inware~~adjustments ~~Technologies, Inc. It is possible~~ that wemay ~~will~~result ~~not~~from bethe ~~able~~outcome toof ~~locate~~this ~~and hire such specialized personnel on acceptable terms~~uncertainty.

~~Quantitative~~/s/ ~~and~~M&K ~~Qualitative~~CPAS, ~~Disclosures About Market Risk~~PLLC

~~We conduct all of our transactions in U~~www.Smkacpas. ~~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.~~com

~~Stock-Based~~Houston, ~~Compensation~~Texas

WeFebruary ~~recognize~~5, compensation cost for stock-based awards based on the estimated fair value of the award on date of grant. We measure compensation cost at the grant date based on the fair value of the award and recognize compensation cost upon the probable attainment of a specified performance condition or over a service period.2014

27Table of Contents F-1

~~New~~VR ~~Accounting~~Holdings, ~~Pronouncements~~Inc.

~~In October 2012, the Financial Accounting Standards Board~~ (~~FASB)~~A ~~issued~~Development ~~Accounting~~Stage ~~Standards Update (ASU~~Company) 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.

InConsolidated 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.Balance Sheets

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.

	September 30,			September 30,
	2013			2012

ASSETS

Current Assets:
Cash	$	284		$	5,580
Assets held for sale		16,047			47,300

Total assets	$	16,331		$	52,880

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Current liabilities:
Accounts payable and accrued liabilities	$	514,022		$	478,832
Accounts payable, related party		38,390			2,643
Liabilities, related to assets held for sale		62,737			53,514
Liabilities, related party related to assets held for sale		27,355			27,355
Total current liabilities		642,504			562,344

Shareholders’ deficit:
Common stock, $0.000001 par value; 550,000,000 shares authorized, 448,039,037 shares issued and outstanding		449			449
Additional paid-in capital		15,578,003			15,113,899
Accumulated deficit		(15,492,955	)		(15,492,955	)
Deficit accumulated during development stage		(711,670	)		(130,857	)
Total shareholders’ deficit		(626,173	)		(509,464	)

Total liabilities and shareholders’ deficit	$	16,331		$	52,880

InSee ~~December~~notes ~~2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments~~ to ~~the~~consolidated 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~~ statements.

InTable 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~~Contents 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.F-2

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

~~Off-Balance~~(A ~~Sheet~~Development ~~Arrangements~~Stage Company)

WeConsolidated doStatements of ~~not have any off-balance sheet arrangements.~~Operations

The Merger

							For the Period from Re-entry to development stage (July 25, 2006) to
	For the Year Ended September 30,						September 30,
	2013			2012			2013


Revenue	$	—		$	—		$	—

Expenses:
General and administrative		540,381			4,166,988			5,423,726
Impairment of goodwill		—			1,266,892			1,266,892

Loss from operations		(540,381	)		(5,433,880	)		(6,690,618	)

Other income (expense):
Gain on forgiveness of debt		—			—			7,414,017
Interest expense		—			1,782			(110,522	)

Net income (loss) from continuing operations	$	(540,381	)	$	(5,435,662	)	$	612,877

Net income (loss) from Discontinued Operations (Note 6)	$	(40,432	)	$	(1,284,115	)	$	(1,324,547	)

Net Income (loss)	$	(580,813	)	$	(6,719,777	)	$	(711,670	)

Net Loss per common share, basic and diluted – Continuing operations	$	(0.00	)	$	(0.01	)

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	)	$	(0.02	)

Weighted average number of common shares – basic and diluted		448,039,037			441,231,273

OnSee ~~November~~notes ~~21,~~to ~~2011,~~consolidated ~~VR Holdings, VRH Merger Sub, a Texas corporation (the “Subsidiary”), and Litigation Dynamics, Inc~~financial statements., a Texas corporation (“Litigation Dynamics”) executed a Plan and Agreement of Triangular Merger (the “Plan of Merger”), whereby Litigation Dynamics was merged into the Subsidiary, a wholly-owned subsidiary of the registrant (the “Merger”). As a result of the Merger, the Litigation Dynamics Shareholder received shares of the common stock of the registrant, par value $0.000001 per share (the “VR Holdings Common Stock”) in exchange for all of his shares of the common stock of Litigation Dynamics, par value $0.01 per share (the “Litigation Dynamics Common Stock”). The Merger was closed on January 20, 2012 (the “Effective Date”).

~~The~~Table ~~Merger and its related transactions were approved by the holders~~ of aContents ~~requisite number of shares of Litigation Dynamics Common Stock, and Subsidiary Common Stock.~~F-3

28VR Holdings, Inc.

~~The Merger was adopted pursuant to the provisions of Article 5.01, et seq., of the Texas Business Corporation Act~~ (~~the~~A ~~“TBCA”),~~Development ~~and~~Stage ~~Section 368(a~~Company)~~(2)(D) of the Internal Revenue Code of 1986, as amended, with the following provisions:~~

·Consolidated Statements of Shareholders’ Deficit

~~Litigation~~For ~~Dynamics~~Period ~~was~~From ~~merged~~Re-Entry ~~with~~Into ~~and~~The Development ~~into~~Stage ~~the Subsidiary, to exist and be governed by the laws of the State of Texas.~~

·(July 26, 2006) To September 30, 2013

The Subsidiary will be the surviving corporation (the “Surviving Corporation”) and will continue to be a wholly-owned subsidiary of VR Holdings. The Surviving Corporation will change its name to Litigation Dynamics, Inc.

	Common Stock				Additional Paid-In		Accumulated Deficit before Re-Entry to Development			Accumulated Deficit after Re-Entry to Development
	Shares		Amount		Capital		Stage			Stage			Total

Balance at July 25, 2006		—	$	—	$	—	$	(15,492,955	)	$	—		$	(15,492,955	)

Common shares issued for services		363,501,734		364		237,549		—			—			237,913

Common shares issued for debt		4,606,609		4		8,187,674		—			—			8,187,678

Net loss		—		—		—		—			(255,902	)		(255,902	)

Balance at September 30, 2006		368,108,343		368		8,440,223		(15,492,955	)		—			(7,323,266	)

Net income		—		—		—		—			7,323,266			7,323,266

Balance at September 30, 2007		368,108,343		368		8,425,223		(15,492,955	)		7,067,364			—

Contributed capital – expenses paid by shareholder		—		—		15,000		—			—			15,000

Net loss		—		—		—		—			(15,000	)		(15,000	)

Balance at September 30, 2008		368,108,343		368		8,440,223		(15,492,955	)		7,052,364			—

Common shares issued for services		26,000,000		26		16,992		—			—			17,018

Contributed capital – expenses paid by shareholder		—		—		19,567		—			—			19,567

Net loss		—		—		—		—			(38,063	)		(38,063	)

Balance at September 30, 2009		394,108,343		394		8,476,782		(15,492,955	)		7,014,301			(1,478	)

Common shares issued for services		400,000		—		261		—			—			261

Contributed capital – expenses paid by shareholder		—		—		116,961		—			—			116,961

Warrants issued for services		—		—		1,308		—			—			1,308

Net loss		—		—		—		—			(322,046	)		(322,046	)

Balance at September 30, 2010		394,508,343		394		8,595,312		(15,492,955	)		6,692,255			(204,994	)

·Table of Contents F-4

On the Effective Date, the separate existence of Litigation Dynamics ceased and the Surviving Corporation succeed, without other transfer, to all the rights and properties of Litigation Dynamics and will be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity will be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the Merger.

Common shares issued for services	46,200,000			47			30,191		—			—			30,238

Common shares issued for cash	50,000			—			5,000		—			—			5,000

Contributed capital – expenses paid by shareholder	—			—			15,216		—			—			15,216

Net loss	—			—			—		—			(103,335	)		(103,335	)

Balance at September 30, 2011	440,758,343		$	441		$	8,645,719	$	(15,492,955	)	$	6,588,920		$	(257,875	)

Common shares issued for cash	530,694			1			48,262		—			—			48,263

Common shares issued for acquisition	5,750,000			7			862,495		—			—			862,500

Common shares issued for conversion of debt	3,000,000			3			1,529,997		—			—			1,530,000
Common shares issued for service agreement	1,500,000			2			764,998		—			—			765,000
Common shares returned	(3,500,000	)		(3	)		3		—			—			—

Contributed capital – expenses paid by shareholder	—			—			1,837		—			—			1,837

Warrants issues for services	—			—			3,260,588		—			—			3,260,588

Net loss	—			—			—		—			(6,719,777	)		(6,719,777	)

Balance at September 30, 2012	448,039,037		$	449		$	15,113,899	$	(15,492,955	)	$	(130,857	)	$	(509,464	)
Forgiveness of related party accounts payable	—			—			5,955		—			—			5,955
Warrants issued for services	—			—			458,149		—			—			458,149
Net loss	—			—			—		—			(580,813	)		(580,813	)

Balance at September 30, 2013	448,039,037		$	449		$	15,578,803	$	(15,492,955	)	$	(711,670	)	$	(626,173	)

·See notes to consolidated financial statements

~~The~~Table ~~Surviving Corporation will be responsible for the payment~~ of ~~all~~Contents ~~fees and franchise taxes of the constituent entities payable to the State of Texas, if any.~~F-5

·VR Holdings, Inc.

~~The~~(A ~~Surviving~~Development ~~Corporation~~Stage ~~will carry on business with the assets of Litigation Dynamics, as well as the assets of the Subsidiary.~~Company)

·Consolidated Statements of Cash Flows

The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under Article 5.01, et seq., of the TBCA. There will be no requirement to pay the fair value of shares, inasmuch as the Merger will be approved by all of the Litigation Dynamics Shareholder and the VRH Merger Sub, Inc. Shareholders.

							For the Period From Re-Entry to Development Stage (July 25, 2006) to
	For the Year Ended September 30,						September 30,
	2013			2012			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(580,813	)	$	(6,719,777	)	$	(711,670	)
Adjustments to reconcile net income (loss) to net cash used for operating activities:
Depreciation		165			—			165
Share-based compensation		458,149			3,260,588			4,005,475
Expenses paid by shareholder		—			1,826			168,570
Shares for service		—			765,000			765,000
Impairment of goodwill		—			1,266,892			1,266,892
Loss on exchange of debt for stock		—			1,153,815			1,153,815
Gain on forgiveness of debt		—			—			(7,414,017	)
Changes in operating assets and liabilities:
Due from related party		36,200			(39,620	)		(3,420	)
Accounts payable		50,368			261,935			570,178
Accounts payable – related party		35,747			(40,314	)		(4,567	)
Accrued interest payable		—			—			108,740
Net cash used for operating activities		(184	)		(89,655	)		(94,839	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired from business acquisition		—			270			270
Purchase of fixed assets		(832	)		—			(832	)
Proceeds from sale of stocks		—			—			5,000
Cash provided by financing activities		(832	)		270			4,438
CASH FLOW FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock		—			48,265			48,265
Net proceeds from notes payable		—			50,000			50,000
Net cash provided by financing activities		—			98,265			98,265
NET CHANGE IN CASH		(1,016	)		8,880			7,864
CASH AT BEGINNING OF YEAR		8,880			—			—
CASH AT END OF YEAR	$	7,864		$	8,880		$	7,864
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid for:
Interest	$	—		$	—		$	—
Income taxes		—			—			—
Non-cash financing activities:
Debt converted to common stock	$	—		$	300,000		$	8,187,678
Forgiveness of related party accounts payable	$	5,955			—		$	5,955

·See notes to consolidated financial statements.

~~The~~Table ~~Litigation Dynamics Shareholder surrended all~~ of ~~his~~Contents ~~shares of the Litigation Dynamics Common Stock in the manner hereinafter set forth.~~F-6

·VR Holdings, Inc.

In(A ~~exchange~~Development ~~for~~Stage the shares of the Litigation Dynamics Common Stock surrendered by the Litigation Dynamics Shareholder, VR Holdings issued and transfer to him 17,500,000 shares of the VR Holdings Common Stock, on the basis hereinafter set forthCompany)

·Notes to Consolidated Financial Statements

~~The~~NOTE ~~authorized capital stock of the Subsidiary is~~ 1~~,000~~ – SUMMARY ~~shares~~OF ofSIGNIFICANT ~~common~~ACCOUNTING ~~stock, par value $0.01 per share (the “Subsidiary Common Stock”), of which one share is issued and outstanding.~~POLICIES

·Nature of Operations and Organization

~~The~~VR ~~authorized~~Holdings, ~~capital~~Inc. ~~stock~~(“VR ofHoldings” ~~Litigation~~or the ~~Dynamics~~“Company”), isa ~~100~~Delaware corporation,~~000~~ ~~shares~~was incorporated in 1998 to be the parent company of ~~common~~a ~~stock~~group of entities owned by MML, $0Inc.01 ~~par~~which ~~value~~was ~~per~~in ~~share~~turn controlled by Morton M. Lapides, ofSr. ~~which~~and ~~100~~his family. The companies included in this consolidation were MML,~~000~~ ~~shares~~Inc.(“MML”), ~~are~~Transcolor ~~issued~~Corp. (“Transcolor”), Valley Rivet Company, Alleco, Inc. and ~~outstanding~~Allegheny Pepsi ~~before~~Cola ~~the~~Bottling ~~Merger~~Company. VR Holdings, Inc. itself has never had any operations or employees but acted as a holding company only.

~~Effective~~VR ~~Date. The~~Holdings ~~effective~~is ~~date~~currently composed of two primary interests. On the ~~Merger~~one (hand, the business of its wholly-owned subsidiary, Litigation Dynamics, Inc., a Texas corporation (“~~Effective~~Litigation ~~Date~~Dynamics”) ~~was~~as ~~the~~further ~~date~~described ofin ~~the~~Note ~~filing~~6 ofand ~~Articles~~Note of7 ~~Merger~~herein, ~~for~~and on the ~~Subsidiary~~other ~~and~~hand, ~~Litigation~~our ~~Dynamics~~interest in ~~the~~a litigation ~~State~~effort contained in The Cancer Foundation, Inc. v. Cerberus Capital Management, LP. For status of ~~Texas~~litigation see NOTE (9) – LITIGATION.

~~Manner~~During ofthe ~~Exchange. On~~year ~~the~~ended ~~Effective~~September ~~Date~~30, ~~the~~2012, ~~Litigation Dynamics Shareholder surrendered his stock certificates representing all of~~ the Company ~~issued~~merged ~~and~~with ~~outstanding shares of the~~ Litigation Dynamics, ~~Common~~Inc. ~~Stock~~and tosubsequently ~~the~~decided ~~Subsidiary in exchange for certificates representing the shares of the VR Holdings Common Stock~~ to ~~which~~spin-off ~~he is entitled. Following the receipt of the shares of the~~ Litigation Dynamics ~~Common Stock by the Subsidiary~~, ~~the~~Inc. ~~shares~~For ofadditional ~~the~~details concerning ~~Litigation~~this ~~Dynamics~~merger ~~Common~~and ~~Stock~~subsequent ~~were~~spin-off besee ~~cancelled. There~~NOTE is(7) ~~one~~– ~~share~~DISCONTINUED ~~of the Subsidiary Common Stock remaining issued and outstanding~~OPERATIONS.

29Subsequent to September 30, 2013, VR Holdings entered into a Letter of Intent for the acquisition of Enelco Environmental Technologies Co., Ltd and EETC USA, LLC from China MPP Ventures, LLC. We previously reported the execution of the Letter of Intent by the filing of a Form 8-K with the Securities and Exchange Commission on January 8, 2013. Neither counsel nor VR Holdings offers any guarantee regarding the proposed acquisition, completion or outcome of the transaction. See NOTE 10, SUBSEQUEST EVENTS.

Basis of Exchange. The Litigation Dynamics Shareholder, before the Effective Date, owns 100,000 shares of the Litigation Dynamics Common Stock, which shares constituted all of the issued and outstanding shares of the capital stock of Litigation Dynamics. As a result of the Merger and subsequent Separation Agreement (see NOTE 7-DISCONTINUED OERATIONS), the Litigation Dynamics Shareholder received, in exchange for all of his Litigation Dynamics Common Stock, 10,250,000 shares of the VR Holdings Common Stock including 3,000,000 shares issued for conversion of $300,000 of debt of Litigation Dynamics, Inc. and 1,500,000 shares issued to CapNet Securities under a separate agreement sign by RV Holdings, Inc. for investment services. See NOTE 7 – DISCONTINUED OPERATIONS for additional detail.Presentation

~~Restricted~~The ~~Shares. All~~consolidated ~~shares~~financial ofstatements ~~the~~and VRaccompanying ~~Holdings~~notes ~~Common~~are prepared ~~Stock~~in toaccordance bewith ~~received~~accounting byprinciples ~~the~~generally ~~Litigation~~accepted ~~Dynamics Shareholder will be restricted~~ in ~~their resale as provided in~~ the ~~Securities~~United ~~Act~~States of ~~1933, as amended (the “Securities Act”), and will contain a legend as required by the Securities Act, which will read as follows:~~America.

~~THE~~Development SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.Stage

~~Directors~~The ~~and~~Company ~~Officers~~re-entered of the ~~Surviving~~development ~~Corporation. Following~~stage ~~the~~on ~~Effective~~July ~~Date of the Merger~~25, ~~the present Board of Directors of Litigation Dynamics, Zane Russell and J~~2006. ~~Michael~~From inception ~~Moore, shall continue~~ to ~~serve~~July ~~as the Board of Directors of the Surviving Corporation~~24, ~~along with John E. Baker~~2006, ~~until~~ the ~~next~~Company ~~annual~~had ~~meeting~~an oraccumulated ~~until~~deficit ~~such~~of ~~time as their successors have been elected and qualified~~$15,492,955.

IfPrinciples ~~a vacancy shall exist on the Board~~ of Directors of the Surviving Corporation following the Effective Date, such vacancy may be filled by the Board of Directors of the Surviving Corporation as provided in the Bylaws of the Surviving Corporation.Consolidation

~~All~~The ~~persons~~financial ~~who,~~statements oninclude the ~~Effective~~accounts ~~Date, are executive or administrative officers~~ of ~~Litigation~~VR ~~Dynamics~~Holdings, ~~Zane Russell~~ Inc. and J.its ~~Michael Moor, shall continue to be the officers of the Surviving Corporation until the Board of Directors of the Surviving Corporation shall otherwise determine~~subsidiaries. ~~The~~ ~~Board~~Intercompany oftransactions ~~Directors~~and ofbalances ~~the~~have ~~Surviving~~been ~~Corporation may elect or appoint such additional officers as it may deem necessary or appropriate~~eliminated.

~~Articles~~Estimates ofand Incorporation. The Articles of Incorporation of the Subsidiary existing on the Effective Date, were amended to reflect the change of its name to Litigation Dynamics, Inc., a copy of which is attached to the Plan of Merger as Attachment A, shall continue in full force as the Articles of Incorporation of the Surviving Corporation until altered, amended, or repealed as provided therein or as provided by law.Assumptions

~~Bylaws. The~~Preparing ~~Bylaws~~financial ofstatements ~~the~~in ~~Subsidiary~~conformity ~~existing~~with onaccounting ~~the~~principles generally ~~Effective~~accepted ~~Date,~~in ~~which were amended to reflect~~ the ~~change~~United States of ~~its~~America ~~name~~requires management to ~~Litigation~~make ~~Dynamics,~~estimates ~~Inc.,~~and aassumptions ~~copy~~that ofaffect ~~which is attached to~~ the ~~Plan~~reported amounts of ~~Merger~~assets, asliabilities, ~~Attachment B~~revenue, ~~shall~~and ~~continue~~expenses. inExamples ~~full~~include ~~force~~valuation ~~as the Bylaws~~ of ~~the~~stock-based ~~Surviving~~compensation. ~~Corporation~~Actual ~~until~~results ~~altered,~~and outcomes ~~amended,~~may ordiffer ~~repealed~~from asmanagement’s ~~provided~~estimates ~~therein~~and ~~or as provided by law~~assumptions.

~~Employment~~Cash ~~Agreements~~ and ~~Benefit~~Cash Plans. On the Effective Date, Zane Russell, as President and Chief Executive Officer, and J. Michael Moore, as Chief Operating Officer, executed employment agreements with the Surviving Corporation as described in Attachment C and Attachment D attached to the Plan of Merger.Equivalents

~~Directors~~The ~~and~~Company ~~Officers~~considers ofall VRhighly ~~Holdings. On~~liquid short-term ~~the~~investments ~~Effective~~purchased ~~Date,~~with ~~Zane~~an ~~Russell~~original ~~and~~maturity J.of ~~Michael~~three ~~Moore~~months ~~will~~or less to be ~~elected~~cash toequivalents. At September 30, 2013, the ~~Board~~Company had $7,864 of ~~Directors~~cash, $7,580 of VRwhich ~~Holdings~~is toincluded ~~serve~~in ~~with~~assets ~~the~~held ~~current~~for ~~three~~sale, ~~members~~and of$0 ~~the~~cash ~~Board~~equivalents. ofAt ~~Directors~~September of30, 2012, VRthe ~~Holdings. As~~Company ahad ~~result~~$8,880 ~~the~~cash, ~~Board~~$3,300 of ~~Directors~~which ofwas VRincluded ~~Holdings~~in ~~will~~assets beheld ~~enlarged~~for tosale, ~~five~~and ~~members~~$0 cash equivalents.

~~Copies~~Table of ~~the~~Contents Plan of Merger. A copy of the Plan of Merger is on file at 925 South Mason, Suite 375, Katy, Texas 77450, the principal offices of Litigation Dynamics, and at 1615 Chester Road, Chester, Maryland 21619, the principal offices of VR Holdings and the Subsidiary. A copy of the Plan of Merger will be furnished to any shareholder of Litigation Dynamics, VR Holdings, or the Subsidiary, on written request and without cost.F-7

30Goodwill

~~Additional~~The ~~Consideration~~Company ~~for~~follows the ~~Merger~~policy of recognizing Goodwill when acquiring a company or line of business to the extent that the assets acquired net of liabilities assumed is less than the value of the purchase price. As ~~additional~~The ~~consideration~~Goodwill ~~for~~generated is then evaluated as to its continuing value and any deterioration is amortized through charges to the ~~Merger:~~Statement of Operations.

·Discontinued Operations.

OnThe Company follows the ~~Effective~~policy ~~Date,~~of ~~Litigation~~segregating the ~~Dynamics executed~~assets aand ~~Master~~liabilities ~~Services~~of ~~Agreement~~subsidiaries ~~with~~or VRlines ~~Holdings~~of inbusiness on its Balance Sheet from the ~~form~~assets ~~attached~~liabilities of continuing subsidiaries or lines of businesses when it is decided to close or dispose of a subsidiary or line of business. The Company also, follows the ~~Plan~~policy of ~~Merger~~separately asdisclosing ~~Attachment~~the Eassets and liabilities and the net operations of a subsidiary or line of business in its financial statements when it is decided to close or dispose of a subsidiary or line of business.

·Goodwill Impairment

The ~~Litigation~~Company ~~Dynamics~~follows ~~Shareholder~~the ~~shall~~policy beof ~~entitled~~annually reviewing the carrying value of its Goodwill assets as to ~~two~~any ~~shares~~impairment of the VRcurrent ~~Holdings~~value. ~~Common~~In ~~Stock,~~those upcases towhere athere ~~maximum~~has ofbeen an ~~20,000,000~~impairment ~~shares,~~of ~~for~~the ~~every~~carrying ~~dollar~~value of ~~revenue~~Goodwill, upthe tocarrying avalue ~~maximum~~ of ~~$10,000,000,~~Goodwill ~~which~~is ~~Litigation~~adjusted ~~Dynamics’~~to ~~operations~~reflect ~~generate~~this ~~within~~impairment ~~the~~through a ~~two~~charge ~~years~~to ~~from~~the ~~and~~current ~~after~~year ~~the~~Statement ~~Effective~~of ~~Date~~Operations.

·Interests in Litigation

~~Litigation~~The ~~Dynamics,~~interests ~~through CapNet Securities Corporation (“CapNet”) pursuant to a Letter Agreement between CapNet and VR Holdings dated October 24, 2011, as described~~ in ~~Attachment~~litigation Fare ~~attached~~being toaccounted ~~the Plan of Merger, will attempt to raise the necessary financing~~ for ~~the legal and accounting advisory and fees for the completion of the Merger and the subsequent reporting requirements for VR Holdings~~ as ~~required~~gain ~~by the Securities Exchange Act of 1934~~contingencies. Therefore, asno ~~amended~~amounts ~~(the~~have ~~“Exchange~~been ~~Act”),~~recorded asfor ~~well~~these asinterests ~~the~~in ~~funding of VR Holdings’ litigation expenses and ongoing expenses, as needed. It was agreed that CapNet will attempt to raise~~ the ~~necessary~~consolidated ~~funds~~financial ~~through to the sale of the VR Holdings Common Stock to new investors by means of a private placement pursuant to Regulation D promulgated under the Securities Act~~statements. ~~Additional~~ ~~payments~~Any togains ~~support the on-going litigation and operations for VR Holdings and Litigation Dynamics~~ will be ~~provided~~recorded when ~~as negotiated and needed with the respective vendors of VR Holdings~~realized. As part of its compensation for services rendered pursuant to the Letter Agreement described in Attachment E attached to the Plan of Merger, CapNet will receive 3,000,000 shares of the VR Holdings Common Stock.

·Income Taxes

InAn ~~addition,~~asset ~~Litigation~~and ~~Dynamics~~liability ~~shall~~approach ~~cause~~is ~~CapNet~~used tofor ~~attempt~~financial toaccounting and ~~assist~~reporting VRfor ~~Holdings~~income intaxes. ~~the~~Deferred ~~management~~income taxes arise from temporary differences between income tax and financial reporting and principally relate to recognition of ~~the~~revenue ~~Depository~~and ~~Trust~~expenses ~~Company~~in ~~eligibility~~different ~~process~~periods for ~~the~~financial ~~shares~~and oftax ~~the~~accounting VRpurposes ~~Holdings~~and are ~~Common~~measured ~~Stock~~using currently ~~being~~enacted ~~quoted~~tax ~~for~~rates ~~sale~~and onlaws. ~~the~~In ~~Over-the-Counter~~addition, ~~Bulletin~~a ~~Board,~~deferred astax ~~well~~asset ascan tobe ~~provide~~generated ~~subsequent~~by ~~support~~net ~~for~~operating ~~the~~loss carryforwards ~~sale~~(“NOLs”). If it is more likely than not that some portion or all of ~~such~~a ~~shares~~deferred tax asset will not be realized, a valuation allowance is recognized.

·Stock-Based Compensation

~~Any~~We ~~securities~~measure ~~issued~~compensation bycost VRat ~~Holdings~~the ingrant date based on the ~~private~~fair value ~~placement~~of ~~through~~the award and recognize compensation cost upon the ~~services~~probable attainment of ~~CapNet~~a ~~will~~specified ~~bear~~performance ~~the~~condition ~~following~~or ~~legend:~~over a service period.

~~A copy of the Plan of Merger was attached as an exhibit to our Report on Form 8-K filed on November 23, 2011.~~Reclassifications

OnCertain ~~September~~amounts ~~24,~~from ~~2012,~~prior aperiods ~~Separation~~have ~~Agreement~~been ~~was~~reclassified ~~signed by VR Holdings, Inc., Litigation Dynamics, Inc, and CatNet Securities Corporations whereby Litigation Dynamics, Inc. would be distributed~~ to the stockholders of VR Holdings, Inc. This distribution would become effective as soon as VR Holdings, Inc. filed an S-1 Registration Statement with the SEC, and the filing was declared effective by the SEC. This Registration Statement is conform to ~~be prepared by Litigation Dynamics, Inc. When~~ the ~~Registration Statement is declared effective by the SEC, Litigation Dynamics would become a separate public company with the responsibility of meeting all~~ current SEC reporting requirements. As an additional condition of the Separation Agreement, the number of shares to be issued to the stockholder of Litigation Dynamics, Inc. in conjunction with the original merger between VR Holdings, Inc. and Litigation Dynamics, Inc. was reduced to 10,250,000 shares of common stock of VR Holdings, Inc. The original agreement called for 17,500,000 shares of VR Holdings, Inc. common stock to be issued at the merger date plus a possible additional issue of 20,000,000 shares of VR Holdings, Inc. common stock based upon additional revenue being generated by Litigation Dynamics, Inc. over a two year period ~~starting January 20, 2012~~presentation. Also included in the 10,250,000 shares issued by VR Holdings, Inc. were 3,000,000 shares to be used to convert $300,000 of debt of Litigation Dynamics, Inc. and 1,500,000 shares to be issued to CapNet Securities Corporation covered by the investment services agreement between CatNet Securities Corporations and VR Holdings, Inc. signed in November of 2011. The final condition of this Separation Agreement was the transfer of the $50,000 VR Holdings, Inc. note payable to Litigation Dynamics, Inc. The note holder agreed to the transfer with Litigation Dynamics, Inc. being responsible for future interest and principal payments.

AsEarnings of(Loss) ~~September,~~Per Common the S-1 Registration Statement for the spin off has not been prepared and filed with the SEC. As a result, Litigation Dynamics, Inc continues to be an discontinued operating subsidiary of VR Holdings, Inc. Share

ABasic ~~copy~~net earnings (loss) per common share are computed by dividing net earnings (loss) available to common shareholders by the weighted-average number of common shares outstanding during the ~~Separation~~period. Diluted ~~Agreement~~net ~~was~~earnings ~~attached~~(loss) asper ancommon ~~exhibit~~share tois ~~our~~determined ~~Report~~using onthe ~~Form~~weighted-average 8number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-Kaverage number ~~filed~~of oncommon ~~September~~shares 24outstanding excludes common stock equivalents, ~~2012~~because their inclusion would be anti-dilutive.

31The dilutive effect of outstanding stock options and warrants is reflected in diluted earnings per share by application of the treasury stock method. The dilutive effect of outstanding convertible securities is reflected in diluted earnings per share by application of the if-converted method.

~~Item~~Table ~~7A.~~of ~~Quantitative~~Contents ~~and Qualitative Disclosures About Market Risk.~~F-8

~~Not~~The ~~applicable~~Company has no outstanding stock options, warrants, or convertible securities which would be considered dilutive at September 30, 2013. As of September 30, 2013 and 2012, the Company had 10,000,000 and 9,000,000 common stock warrants outstanding, respectively, with an exercise price of $0.10 per share for all Warrants. At September 30, 2013 and 2012, the market for the common shares of VR Holdings, Inc. was so limited that it was determined that it was impossible for sufficient number of options to be exercised to cause any dilutive effect upon the earnings per share calculation.

~~Item~~The 8basic net loss per common share is computed by dividing the net loss by the weighted average number of shares outstanding during a period. ~~Financial~~Diluted ~~Statements~~net loss per common share is computed by dividing the net loss, adjusted on an as if converted basis, by the weighted average number of common shares outstanding plus potential dilutive securities using the treasury stock method. For the years ended September 30, 2013 and ~~Supplementary~~2012, ~~Data~~potential dilutive securities that had an anti-dilutive effect were not included in the calculation of diluted net loss per common share. These securities include options and warrants to purchase shares of common stock. Under the treasury stock method, an increase in the fair market value of the Company’s common stock results in a greater dilutive effect from outstanding options, restricted stock awards and common stock warrants.

~~The~~As ~~financial statements and related notes are included as part~~ of ~~this~~September ~~Annual~~30, ~~Report~~2013 asand ~~indexed~~2012, inthere ~~the~~are ~~appendix~~no onpotentially ~~page~~dilutive securities ~~F-1,~~that etare ~~seq~~anti-dilutive.

~~Item~~Fair 9Value ~~.Changes~~of ~~in and Disagreements with Accountants on Accounting and~~ Financial ~~Disclosure.~~Instruments

~~Dismissal~~Effective ofJanuary ~~Former~~1, ~~Certifying~~2008, ~~Accountants~~the Company adopted the framework for measuring fair value that establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. On ~~August~~The 9,hierarchy ~~2012,~~gives the ~~registrant~~highest ~~dismissed~~priority ~~its~~to ~~independent~~unadjusted ~~auditor,~~quoted ~~GBH~~prices ~~CPAs,~~in PCactive markets for identical assets or liabilities (~~“GBH~~Level ~~CPAs,~~1 ~~PC”~~measurements), ~~which~~and ~~dismissal~~lowest ~~was~~priority ~~reported~~to inunobservable ~~our~~inputs ~~Current~~(Level ~~Report~~3 ~~filed~~measurements). onThe ~~August~~three ~~10,~~levels ~~2012.~~of the fair value hierarchy are described below:

~~GBH~~Basis ~~CPAs, PC’s reports on the registrant’s financial statements for the year ended September 30, 2011, did not contain an adverse opinion or a disclaimer~~ of ~~opinion,~~Fair ~~and~~Value were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that GBH CPAs, PC’s reports on the registrant’s Form 10-K for the year ended September 30, 2011, raised substantial doubt about its ability to continue as a going concern.Measurement

~~The~~Level ~~decision~~1 Observable toinput ~~dismiss~~that reflects ~~GBH~~quoted ~~CPAs,~~prices PC(unadjusted) ~~was~~for ~~recommended~~identical byassets ~~the~~or ~~registrant’s~~liabilities ~~board~~in ofactive ~~directors~~markets.

~~During~~Level ~~the~~2 Inputs ~~two~~reflect ~~most~~quoted prices ~~recent~~for ~~fiscal~~identical ~~years~~assets ~~and~~or ~~any~~liabilities ~~subsequent~~in ~~interim~~markets ~~period~~that ~~through~~are ~~August 9, 2012, there have~~ not ~~been~~active; ~~any~~quoted ~~disagreements~~prices ~~between~~for ~~the~~similar ~~registrant~~assets ~~and GBH CPAs, PC on any matter of accounting principles~~ or ~~practices,~~liabilities ~~financial~~in ~~statement~~active markets; ~~disclosure,~~inputs orother ~~auditing~~than ~~scope~~quoted orprices ~~procedure,~~that ~~which~~are ~~disagreements,~~observable iffor ~~not resolved to~~ the ~~satisfaction~~asset ofor ~~GBH CPAs, PC, would have caused it to make reference to~~ the ~~subject~~liability; ~~matter~~or ofinputs ~~the~~that ~~disagreements~~are inderived ~~connection~~principally from ~~with~~or ~~its~~corroborated ~~reports~~by onobservable ~~the~~market ~~financial~~data ~~statements~~by ~~for~~correlation ~~such~~or ~~periods~~other means.

~~Engagement~~Level of3 Unobservable ~~New~~inputs ~~Certifying~~reflecting the ~~Accountants~~Company's own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

OnThe ~~August~~Company’s financial 9,instruments ~~2012,~~consist ~~the~~principally ~~registrant~~of ~~engaged~~cash, Maccounts &receivable, Kaccounts ~~CPAs PLLC~~payable, ~~certified~~loans ~~public accountants~~payable, ~~(“M~~and &amounts Kdue ~~CPAs”)~~related parties. asPursuant ~~the registrant’s independent accountants~~ to ~~report~~ACS on820, the ~~registrant’s~~fair ~~balance~~value ~~sheet~~of asour ofcash ~~June~~is ~~30,~~determined ~~2012,~~based ~~and~~on ~~the~~“Level ~~related~~1” ~~combined~~which ~~statements~~consist of ~~income,~~quote ~~stockholders’~~active markets ~~equity~~for ~~and~~identical ~~cash~~assets, ~~flows~~We ~~for~~believe that the ~~years~~recorded ~~then~~values ~~ended. The~~of ~~decision~~all toof ~~appoint~~our Mother &financial Kinstruments ~~CPAs~~approximates ~~was~~current fair ~~approved~~values bybecause ~~the registrant’s Board~~ of ~~Directors. See~~their ~~our~~nature ~~Current~~and ~~Report~~respective ~~filed~~maturity ~~with~~dates ~~the~~or ~~Commission~~durations. onAmounts ~~August~~in ~~10,~~each ~~2012.~~level include:

During the registrant’s two most recent fiscal years and any subsequent interim period prior to the engagement of M & K CPAs, neither the registrant nor anyone on the registrant’s behalf consulted with M & K CPAs regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the registrant’s financial statements, and either a written report was provided to the registrant or oral advice was provided that the new accountant concluded was an important factor considered by the registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) and the related instructions to Regulation S-K) or a reportable event (as described in paragraph 304(a)(1)(v) of Regulation S-K).

	As of September 30, 2013
	2013		2012
Level 1	$	0	$	0
Level 2	$	0	$	0
Level 3	$	0	$	0

~~The~~Recently ~~registrant~~Issued ~~has~~Accounting provided GBH CPAs, PC with a copy of the disclosures it is making in this current report, which GBH CPAs, PC has received no later than the day that the disclosures are filed with the Commission. The registrant requested that GBH CPAs, PC furnish the registrant with a letter addressed to the Commission stating whether it agrees with the statements made by the registrant in response to Item 304(a) of Regulation S-K, and, if not, stating the respects in which it does not agree. Inasmuch as GBH CPAs, PC’s letter is unavailable at the time of the filing this report, the registrant has requested GBH CPAs, PC to provide the letter as promptly as possible so that the registrant can file the letter with the Commission within ten business days after the filing of this report. Notwithstanding the ten business day period, the registrant shall file the letter by amendment within two business days of receipt; if the letter is received on a Saturday, Sunday or holiday on which the Commission is not open for business, then the two business day period shall begin to run on and shall include the first business day thereafter.Pronouncements

~~Item~~In 9AFebruary 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. ~~Controls~~2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and ~~Procedures~~losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments

~~See~~Table ~~Item~~of ~~9A(T)~~Contents ~~below.~~F-9

32in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

~~Item~~- 9APresent (Teither on the face of the statement where net income is presented or in the notes) ~~Controls~~the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and ~~Procedures~~- Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

~~Evaluation~~The ofamendments ~~Disclosure~~apply ~~and~~to ~~Controls~~all ~~and~~public ~~Procedures. We carried out an evaluation, under the supervision~~ and ~~with~~private companies ~~the~~that ~~participation~~report ofitems ~~our management, including our principal executive officer and principal financial officer,~~ of ~~the~~other ~~effectiveness~~comprehensive ofincome. ~~our~~Public ~~disclosure~~companies ~~controls~~are ~~and~~required ~~procedures~~to ~~(as~~comply ~~defined)~~with inthese ~~Exchange~~amendments ~~Act~~for ~~Rules~~all reporting ~~13a~~periods ~~– 15~~(c)interim and ~~15d – 15(e~~annual)). ~~Based~~ ~~upon~~The ~~that~~amendments ~~evaluation,~~are ~~our~~effective ~~chief~~for ~~executive~~reporting ~~officer~~periods ~~and~~beginning ~~chief~~after ~~financial~~December ~~officer concluded that~~15, ~~as of the end of the period ended September 30,~~ 2012, ~~our~~for public ~~disclosure~~companies. ~~controls~~Early ~~and~~adoption ~~procedures were not effective (1) to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act~~ is ~~recorded,~~permitted. ~~processed,~~The ~~summarized~~adoption ~~and~~of ~~reported,~~ASU ~~within~~No. ~~the~~2013-02 ~~time periods specified in the SEC’s rules and forms and (2) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act~~ is ~~accumulated~~not ~~and~~expected ~~communicated~~ to ~~us,~~have ~~including~~a ~~our~~material ~~chief~~impact ~~executive~~on ~~and chief~~ our financial ~~officers,~~position asor ~~appropriate~~results toof ~~allow timely decisions regarding required disclosure~~operations.

~~The~~In ~~term~~January ~~disclosure~~2013, ~~controls~~the ~~and~~FASB ~~procedures~~issued ~~means~~ASU ~~controls~~No. ~~and~~2013-01, Balance ~~other~~Sheet ~~procedures~~(Topic 210): Clarifying the Scope of anDisclosures ~~issuer~~about ~~that~~Offsetting ~~are~~Assets ~~designed~~and toLiabilities, ~~ensure~~which ~~that~~clarifies which ~~information~~instruments ~~required~~and transactions are subject to bethe ~~disclosed~~offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the ~~issuer~~scope inof the ~~reports~~disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that itwere ~~files~~not orcommensurate ~~submits~~with ~~under~~estimated ~~the~~benefits ~~Exchange~~to ~~Act~~financial ~~(15~~statement Uusers.~~S.C.~~ ~~78a,~~In etchoosing ~~seq.)~~to isnarrow ~~recorded,~~the ~~processed,~~scope of ~~summarized~~the ~~and~~offsetting ~~reported~~disclosures, ~~within~~ the ~~time~~Board ~~periods~~determined ~~specified~~that init ~~the~~could ~~Commission’s~~make ~~rules~~them more operable and ~~forms. Disclosure~~cost ~~controls~~effective ~~and~~for ~~procedures~~preparers ~~include,~~while still ~~without~~giving ~~limitation,~~financial ~~controls~~statement ~~and~~users ~~procedures~~sufficient ~~designed~~information to ~~ensure~~analyze ~~that~~the ~~information~~most ~~required~~significant topresentation bedifferences ~~disclosed~~between financial bystatements anprepared ~~issuer~~ in ~~the~~accordance ~~reports~~with ~~that~~U.S. itGAAP ~~files~~and orthose ~~submits~~prepared under ~~the~~IFRSs. ~~Exchange~~Like ~~Act~~ASU is2011-11, ~~accumulated~~the ~~and~~amendments ~~communicated~~in this toupdate ~~the~~will ~~issuer’s~~be ~~management,~~effective ~~including~~for ~~its~~fiscal ~~principal~~periods ~~executive~~beginning ~~and~~on, ~~principal~~or ~~financial~~after ~~officers~~January 1, or2013. ~~persons~~The ~~performing~~adoption ~~similar~~of ~~functions,~~ASU as2013-01 ~~appropriate~~is not expected to ~~allow~~have ~~timely~~a ~~decisions~~material ~~regarding~~impact ~~required~~on ~~disclosure~~our financial position or results of operations.

~~Our~~In ~~management~~October 2012, ~~including~~the ~~our~~FASB ~~chief~~issued ~~executive~~Accounting Standards ~~officer~~Update ~~and~~ASU ~~chief financial officer~~2012-04, ~~does~~“Technical ~~not~~Corrections ~~expect that our disclosure controls~~ and ~~procedures~~Improvements” orin ~~our~~Accounting ~~internal~~Standards ~~controls~~Update ~~over~~No. ~~financial reporting will prevent all error and all fraud~~2012-04. A The ~~control~~amendments ~~system,~~in nothis ~~matter~~update ~~how~~cover ~~well~~a ~~conceived~~wide ~~and~~range ~~operated,~~of ~~can~~Topics ~~provide~~in ~~only reasonable, not absolute, assurance that~~ the ~~objectives~~Accounting ofStandards ~~the control system are met~~Codification. ~~Further,~~ ~~the~~These ~~design~~amendments ofinclude atechnical corrections ~~control~~and ~~system~~improvements ~~must~~to ~~reflect~~ the ~~fact~~Accounting ~~that~~Standards ~~there~~Codification ~~are resource constraints,~~ and ~~the~~conforming ~~benefits~~amendments ofrelated ~~controls must be considered relative~~ to ~~their~~fair ~~costs~~value measurements. ~~Because~~ The ofamendments ~~inherent limitations~~ in ~~all~~this ~~control~~update ~~systems,~~will ~~internal~~be ~~control~~effective ~~over~~for ~~financial~~fiscal ~~reporting~~periods ~~may~~beginning ~~not~~after ~~prevent~~December ~~or detect misstatements~~15, ~~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~~2012. ~~Also,~~ ~~projections~~The ofadoption ~~any evaluation~~ of ~~effectiveness~~ASU to2012-04 is ~~future~~not ~~periods~~expected ~~are subject~~ to ~~the~~have ~~risk~~a ~~that~~material ~~controls~~impact ~~may~~on ~~become~~our ~~inadequate~~financial ~~because~~position ~~of changes in conditions,~~ or ~~that~~results ~~the degree~~ of ~~compliance with the policies or procedures may deteriorate~~operations.

~~Management’s~~In ~~Annual~~August ~~Report~~2012, onthe FASB ~~Internal~~issued ~~Control~~ASU ~~over~~2012-03, ~~Financial~~“Technical ~~Reporting. Our~~Amendments ~~management~~and isCorrections ~~responsible~~to ~~for~~SEC ~~establishing~~Sections: ~~and~~Amendments ~~maintaining~~to ~~adequate~~SEC ~~internal~~Paragraphs ~~control~~Pursuant ~~over~~to SEC ~~financial~~Staff ~~reporting~~Accounting asBulletin ~~defined~~(SAB) inNo. ~~Rule~~114, ~~13a-15(f)~~Technical ~~under~~Amendments ~~the~~Pursuant ~~Exchange~~to ~~Act~~SEC Release No. ~~Our~~ ~~internal~~33-9250, ~~control~~and ~~over~~Corrections ~~financial~~Related to ~~reporting~~FASB isAccounting aStandards ~~process~~Update ~~designed~~2010-22 to(SEC ~~provide~~Update)” ~~reasonable~~in ~~assurance~~Accounting ~~regarding~~Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the ~~reliability~~issuance of ~~financial~~SAB ~~reporting~~No. ~~and~~114. ~~the~~The ~~preparation~~adoption of ~~financial~~ASU ~~statements~~2012-03 ~~for~~is ~~external~~not ~~purposes~~expected into ~~accordance~~have ~~with~~a ~~accounting~~material impact ~~principles~~on ~~generally~~our ~~accepted~~financial inposition ~~the~~or ~~United~~results ~~States~~of operations.

~~The~~In ~~term~~July ~~internal~~2012, ~~control~~the ~~over~~FASB ~~financial~~issued ~~reporting~~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 ~~defined~~more likely than not that an indefinite-lived intangible asset is impaired as a ~~process~~basis ~~designed~~for ~~by,~~determining orwhether ~~under~~it is ~~the~~necessary ~~supervision~~to ~~of,~~perform the ~~issuer’s~~quantitative ~~principal~~impairment ~~executive~~test ~~and~~in ~~principal~~accordance ~~financial~~with ~~officers~~Subtopic 350-30, orIntangibles ~~persons~~- ~~performing~~Goodwill ~~similar~~and ~~functions,~~Other - General Intangibles Other than Goodwill. The amendments are effective for annual and ~~effected~~interim byimpairment ~~the~~tests ~~issuer’s~~performed ~~board~~for fiscal ofyears ~~directors~~beginning after September 15, ~~management~~2012. ~~and~~Early ~~other~~adoption ~~personnel~~is permitted, toincluding ~~provide~~for ~~reasonable~~annual ~~assurance~~and ~~regarding~~interim ~~the~~impairment ~~reliability~~tests performed as of ~~financial~~a ~~reporting~~date ~~and~~before ~~the~~July ~~preparation~~27, of2012, if a public entity’s financial statements for ~~external~~the ~~purposes~~most inrecent ~~accordance~~annual ~~with~~or ~~generally~~interim period ~~accepted~~have ~~accounting~~not ~~principles~~yet ~~and~~been ~~includes~~issued ~~those~~or, ~~policies~~for ~~and~~nonpublic ~~procedures~~entities, ~~that:~~have not yet been made available for issuance. The adoption of ASU 2012-02 has not had a material impact on our financial position or results of operations.

·Table of Contents F-10

~~Pertain~~In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the ~~maintenance~~Presentation of ~~records~~Reclassifications ~~that,~~of Items out of Accumulated Other Comprehensive Income in ~~reasonable~~Accounting ~~detail,~~Standards ~~accurately~~Update ~~and~~No. ~~fairly~~2011-05. ~~reflect~~This update defers the ~~transactions~~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 ~~dispositions~~the statement where other comprehensive income is presented. The adoption of ASU 2011-12 has not had a material impact on our ~~assets;~~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.

~~Provide~~There ~~reasonable~~were ~~assurance~~various ~~that~~other ~~transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted~~ accounting ~~principles,~~standards and ~~that~~interpretations issued ~~receipts~~recently, ~~and~~none ~~expenditures~~ of ~~the~~which ~~issuer~~ are ~~being~~expected ~~made~~to ~~only~~have ina ~~accordance~~material ~~with~~impact ~~authorizations~~on ofour ~~management~~consolidated ~~and~~financial ~~directors~~position, ofoperations ~~the~~or ~~issuer; and~~cash flows.

·NOTE 2 – GOING CONCERN

~~Provide~~At ~~reasonable~~September ~~assurance~~30, ~~regarding~~2013, ~~prevention~~we orhad ~~timely~~$16,331 ~~detection~~of assets, $642,504 of ~~unauthorized~~liabilities and ~~acquisition~~a working capital deficit of $626,173. ~~use~~Through orSeptember 30, ~~disposition~~2013, we have been primarily engaged in advancement of pending litigation as further described in NOTE 9, LAWSUIT. In the ~~issuer’s~~course ~~assets~~of ~~that~~our ~~could~~activities, we have sustained losses and expect such losses to continue through at least fiscal year 2014 if there were no change of strategy. The current plan of VR Holdings is to acquire a ~~material~~portfolio ~~effect~~of other operating companies, and expand those operations. A Letter of Intent was signed on January 5, 2014, whereby VR Holdings is interested in acquiring all of the ~~financial~~outstanding ~~statements~~ownership interests (the “Acquisition”) of Enelco Environmental Technologies Co., Ltd. and EETC USA, LLC (collectively referred to as “EETC”) from China MPP Ventures, LLC, a Maryland limited liability company (“CMPP”) on terms that would be mutually agreeable. We previously reported the execution of the Letter of Intent by the filing of a Form 8-K with the Securities and Exchange Commission on January 8, 2013. Neither counsel nor VR Holdings offers any guarantee regarding the proposed acquisition, completion or outcome of the transaction.

33Through future financing, including debt structures or the sale of stock in the Company, we will be required to obtain additional capital in the future to continue operations.

~~Our~~Although ~~management~~we ~~assessed~~were ~~the~~incorporated in ~~effectiveness~~1998, ofwe ~~our~~have ~~internal~~no ~~control~~recent ~~over~~operating ~~financial~~history, ~~reporting~~and ashave ofno ~~September~~recent ~~30,~~revenue ~~2012~~to date. InWe ~~making~~cannot ~~this~~forecast ~~assessment,~~with any degree of certainty whether any of our ~~management~~proposed ~~used~~litigation ~~the~~services ~~criteria~~will ~~set~~ever ~~forth~~generate byrevenue or the ~~Committee~~amount of ~~Sponsoring~~revenue ~~Organizations~~to ofbe generated. In addition, we cannot predict the ~~Treadway~~consistency ~~Commission~~of ~~(COSO)~~our operating results. We are currently involved in ~~Internal~~a ~~Control-Integrated~~lawsuit ~~Framework~~more fully described in Note 9. ~~Based~~ onIf ~~this~~we ~~assessment~~are successful in the litigation, ~~management~~we ~~identified~~plan on utilizing any proceeds to be received to fund our operations. If we are not successful in the ~~following~~litigation, ~~conditions~~or ~~that~~if ~~indicated~~we ~~that~~receive only a minimal amount, we will not have sufficient money to fund our ~~internal~~proposed operations. ~~control~~In ~~over~~such ~~financial~~event, ~~reporting~~we ~~and~~will have to raise capital either through equity or debt offerings to fund our ~~disclosure~~plan ~~controls~~of acquisition. In November and ~~procedures~~December ~~were~~2011, ~~not~~the ~~effective~~Company ~~due~~sold to480,694 shares of common stock for $43,263 net of commissions, and in April 2012, the ~~following~~Company ~~material~~sold ~~weaknesses:~~50,000 shares of common stock for $5,000. The Company utilized the proceeds from the sales of this stock to pay current operating expenses.

·There is no assurance that we will be able to obtain 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 prior to or during fiscal year 2014, we may enter into bankruptcy and possibly cease operations thereafter.

~~Account~~As ~~balances~~a atresult of the ~~subsidiary~~above discussed ~~level~~conditions, ~~are~~there ~~inadequately~~exists ~~being~~substantial ~~maintained~~doubt about our ability to continue as ~~there~~a isgoing ~~insufficient~~concern. ~~review~~Our financial statements are presented on a going concern basis, which contemplates the realization of assets and ~~reconciliation~~satisfaction of liabilities in the ~~ending~~normal course ~~balances~~of onbusiness. 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 ~~timely~~going ~~basis~~concern.

~~Changes~~Table ~~in Internal Control Over Financial Reporting. There have been no changes in the registrant’s internal control over financial reporting through the date~~ of ~~this~~Contents ~~Report or during the period ended September 30, 2012, that materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.~~F-11

~~Independent~~NOTE ~~Registered~~3 ~~Accountant’s~~– ~~Internal~~INCOME Control Attestation. This Report does not include an attestation report of the registrant’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the registrant’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the registrant to provide only management’s report in this Report.TAXES

~~Remediation~~The ~~plans~~components for material weaknesses over internal controls. Our plans to mitigate material weaknesses in disclosure controls and procedures for future filings will be dependent on our ability to obtain adequate financing to fund development of ~~our~~the ~~financial~~income ~~reporting~~tax ~~infrastructure. At~~provision ~~this~~(benefit) ~~time it is not cost beneficial~~ for useach ~~to utilize capital to focus on mitigating financial reporting weaknesses; however, we expect to implement a plan for remediation~~ of the ~~these~~periods ~~deficiencies~~presented ~~when~~below ~~sufficient~~are ~~funding~~as ~~to implement such a plan is available.~~follows:

Item 9B.Other Information.

	Year ended September 30,
		2013		2012
Current	$	—	$	—
Deferred		—		—
Total	$	—	$	—

~~None.~~The effective income tax expense (benefit) differed from the computed “expected” federal income tax expense (benefit) on earnings before income taxes for the following reasons:

PART III

	Year Ended September 30,
	2013			2012
Computed federal income tax provision (benefit)	$	(203,285	)	$	(2,351,922	)
Shares for Services		—			765,000
Stock-based compensation		458,149			3,260,588
Impairment expense		—			1,266,892
Loss on Debt Conversion		—			1,153,815
Increase in valuation allowance		(254,864	)		(4,094,373	)
	$	—		$	—

~~Item~~Deferred ~~10.~~income ~~Directors,~~taxes ~~Executive~~are ~~Officers~~provided to reflect temporary differences in the basis of net assets for income tax and ~~Corporate~~financial ~~Governance~~reporting purposes. The tax-effected temporary differences and tax loss carryforwards which comprise deferred taxes are as follows:

The following table sets forth information concerning the directors and executive officers of VR Holdings as of the date of this Report:

	Year Ended September 30,
	2013			2012
Deferred tax assets:
Net operating loss carryforwards	$	9,269,244		$	9,146,580
Valuation allowance		(9,269,244	)		(9,146,580	)

Total deferred tax asset	$	—		$	—

Name	Age	Position	Director Since
John E. Baker	72	Chairman of the Board, President, Chief Financial Officer, Principal Accounting Officer, and Assistant Secretary	2007
Lamar Neville	80	Secretary, Treasurer, and Director	2007
Harry J. Conn	91	Vice President and Director	2007

At September 30, 2013, we had federal income tax net operating loss (“NOL”) carryforwards of approximately $9.2 million. The NOL carryforwards expire from 2014 through 2033. The value of these carryforwards depends on our ability to generate taxable income. A change in ownership, as defined by federal income tax regulations, could significantly limit our ability to utilize our net operating loss carryforwards. Additionally, because federal tax laws limit the time during which the net operating loss carryforwards may be applied against future taxes, if we fail to generate taxable income prior to the expiration dates, we may not be able to fully utilize the net operating loss carryforwards to reduce future income taxes. We have had cumulative losses and there is no assurance of future taxable income, therefore, valuation allowances have been recorded to fully offset the deferred tax asset at September 30, 2013 and 2012. The valuation allowance increased by approximately $(254,864) and $(4,094,373) during 2013 and 2012, respectively, due primarily to net losses incurred during those periods.

The ~~members~~Company ofrecognizes ~~our~~the ~~board~~financial ofstatement ~~directors~~benefit ~~are~~of ~~subject~~a totax ~~change~~position ~~from~~only ~~time~~after todetermining ~~time~~that by the ~~vote~~relevant tax ofauthority ~~the~~would ~~stockholders~~more atlikely ~~special~~than ornot ~~annual~~sustain ~~meetings~~the toposition ~~elect~~following ~~directors~~an audit. ~~Our~~ ~~current~~For ~~board~~tax ofpositions ~~directors~~meeting ~~consists~~the ~~of three directors~~more-likely-than-not threshold, ~~none~~the ofamount ~~whom~~recognized ~~have any expertise~~ in the ~~proposed~~financial ~~business~~statements ofis VRthe ~~Holdings. Upon~~largest ~~receipt~~benefit ofthat ~~sufficient~~has ~~funds~~a togreater ~~pay~~than ~~for~~50 ~~consultants~~percent ~~as described elsewhere in this Report either from success in VR Holdings’ litigation efforts or through receipt~~ likelihood of ~~funds~~being ~~from~~realized ~~borrowing~~upon orultimate ~~sales~~settlement ofwith ~~common stock, we intend to seek directors and officers who would be able to properly execute our proposed business plan. Messrs. Russell and Moore joined our board as a result of~~ the ~~Merger. See~~relevant ~~“Business~~tax ~~– Subsequent Developments - Plan of Merger~~authority.”

~~The~~Table ~~foregoing notwithstanding, except as otherwise provided in any resolution or resolutions~~ of ~~the~~Contents board, directors who are elected at an annual meeting of stockholders, and directors elected in the interim to fill vacancies and newly created directorships, will hold office for the term for which elected and until their successors are elected and qualified or until their earlier death, resignation or removal.F-12

34NOTE 4 – EQUITY

~~Whenever~~On ~~the~~May ~~holders~~10, of2010, ~~any~~the ~~class~~Company orissued ~~classes~~300,000 shares of common stock valued orat ~~any~~$196 ~~series~~($0.0006545 ~~thereof~~per ~~are~~share) ~~entitled~~for toservices ~~elect~~rendered ~~one or more directors pursuant~~ to ~~any resolution or resolutions of~~ the ~~board,~~Company. ~~vacancies~~The ~~and~~value ~~newly created directorships~~ of ~~such~~these ~~class~~shares orwas ~~classes~~determined orbased ~~series~~on ~~thereof may generally be filled by a majority of~~ the value ~~directors elected by such class or classes or series then in office, by a sole remaining director so elected or by the unanimous written consent or the affirmative vote~~ of ~~a majority of the outstanding~~ shares ofpreviously ~~such~~issued ~~class or classes or series entitled to elect such director or directors. Officers are elected annually~~ by the ~~directors~~Company. ~~There are no family relationships among our directors and officers.~~

WeOn ~~may~~August ~~employ~~24, ~~additional~~2010, ~~management~~the ~~personnel,~~Company asissued ~~our~~100,000 ~~board~~shares of ~~directors~~common stock ~~deems necessary. VR Holdings has not identified or reached an agreement or understanding with any other individuals~~ to ~~serve~~a inconsultant ~~management~~for ~~positions,~~services. ~~but~~These ~~does~~shares ~~not~~were ~~anticipate~~valued ~~any~~at ~~problem in employing qualified staff~~$65.

AOn ~~description~~August of30, 2010, the ~~business~~Company ~~experience~~issued warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.10 for ~~each~~a period of five years. The warrants were issued for services rendered by two attorneys. The fair value of the ~~directors~~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 ~~executive~~(4) ~~officers~~zero expected dividends. All of VRthe ~~Holdings~~warrants isissued ~~set~~were ~~forth~~outstanding at ~~below~~September 30, 2011.

~~John~~On E.November ~~Baker brings over~~ 30, ~~years of financial and executive management in both the private and public sectors to VR Holdings. Mr. Baker has experience in substantially all financial functions of large~~2010, ~~public entities including~~ the ~~treasury,~~Company ~~controller,~~issued ~~tax~~25, ~~MIS~~200,000 ~~budget,~~shares of ~~acquisitions,~~common ~~investor~~stock ~~relations~~valued ~~and~~at ~~risk management functions. Before joining GeM Solutions~~$16,493 ~~Inc~~($0.,0006545 aper ~~publicly-traded~~share) ~~company~~for onservices ~~the~~to ~~“Pink Sheets,” in May 2004, Mr. Baker held several financial management positions with Deloitte & Touché, City Investing Company, Rheem Manufacturing and~~ the ~~Home Insurance~~ Company. ~~Between~~The ~~1981~~value ~~and 1985, Mr. Baker served as vice president and controller~~ of ~~John~~these ~~Blair~~shares &was ~~Co., a publicly held communications company~~ determined based inon ~~New York City, where he was a major contributor to Blair’s financial functions during a time when~~ the ~~company’s~~value ~~sales grew from $250 million to $1 billion. In 1986, Mr. Baker became the chief financial officer~~ of ~~Alleghany~~shares ~~Beverage~~previously insold ~~Washington,~~by ~~DC., one our Affiliated Companies. Alleghany had recently completed over 40 acquisitions and Mr. Baker was responsible for managing~~ the ~~consolidation of the related financial groups ensuring timely and accurate reporting~~Company.

~~From~~In ~~1989~~February ~~to 2004~~2011, ~~Mr.~~the Company ~~Baker~~issued ~~served as an independent owner/operator and financial consultant for several organizations. During that time~~21,000,000 heshares ~~developed and implemented a number~~ of ~~financial~~common ~~and~~stock ~~management plans for early stage private companies~~ to ~~obtain~~three ~~sales~~individuals ~~and distribution levels which would better position such companies~~ for ~~sale or acquisition~~services. ~~From~~The ~~January~~fair ~~2005~~value ~~until March 2009, Mr. Baker has served as chief financial officer, and from February 2006 until March 2009 served as chief executive officer,~~ of ~~GeM~~these ~~Solutions,~~shares ~~Inc.~~at ~~and its subsidiaries. Mr. Baker has been responsible for managing~~ the date ~~financial function~~ of ~~GeM~~grant ~~Solutions~~was ~~during this entire time and as chief executive officer~~$13,745 hebased ~~was~~on ~~responsible for reorganizing GeM Solutions during a Chapter 11 Reorganization which was successfully completed in June 2008. Mr. Baker is currently~~ the ~~majority~~value ~~stockholder and President~~ of ~~Inware~~shares ~~Technologies,~~previously ~~Inc.~~sold ~~which~~by ~~develops~~the ~~and sells computer software~~Company.

~~Lamar~~In ~~Neville~~August ~~was~~2011, ~~formerly an executive with~~ the ~~National~~Company ~~Institutes~~sold ~~of Health from 1969 to 1975. From 1975 to 1978~~50,000 ~~Mr.~~shares ~~Neville was with the Office~~ of ~~Secretary~~common ofstock for ~~Health~~$5, ~~Rockville, Maryland~~000. ~~From 1978 until his retirement in 1989, Mr. Neville was with the National Cancer Institute where he worked with large clinical trial testing smoking secession efforts in 22 cities.~~

~~Harry~~In J.November ~~Conn~~and ~~was~~December ~~formerly~~2011, ~~chief~~the ~~financial~~company ~~officer~~sold 480,694 shares of ~~Allegheny~~common ~~Pepsi-Cola~~stock ~~Bottling~~for ~~Co. and Allegheny Beverage Corporation~~$43,263 ~~previously~~after ~~affiliated~~the ~~companies~~payment of ~~VR Holdings~~$4,806 ~~from~~of ~~1963~~sales ~~to 1986~~commissions. ~~Mr. Conn has been retired since 1986.~~

~~The~~In ~~qualifications~~January of2012, the ~~board~~Company ~~member~~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. ~~are~~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. whereby it was agreed that Litigation Dynamics, Inc. would be spun off as ~~follows:~~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. 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.

AsOn September 30, 2012, the Company issued warrants to purchase 7,000,000 shares of common stock at an exercise price of $0.10 for a ~~member~~period of five years. The warrants were issued for services rendered by an attorney. The fair value of the ~~board~~warrants at the date of grant was $3,260,588. MrThe warrant was valued using the Black-Scholes option-pricing model. ~~Baker~~ ~~contributes~~Variables ~~his~~used ~~knowledge~~in ofthe Black-Scholes pricing model for the ~~company~~warrants ~~and~~include: a(1) ~~deep~~discount ~~understanding~~rate of ~~all~~0.62%, ~~aspects~~(2) expected term of ~~our~~5 ~~business~~years, as(3) itexpected ~~relates~~volatility toof ~~our~~107.8% ~~current~~and ~~lender~~(4) ~~liability~~zero ~~law~~expected ~~suit~~dividends. asAll ~~well~~of ~~substantial~~the ~~experience~~warrants ~~developing~~issued ~~corporate~~were ~~strategy~~outstanding at September 30, ~~assessing~~2012. ~~emerging~~The ~~industry~~Warrants ~~trends,~~were immediately vested and ~~business~~expensed ~~operations~~through a charge to the Statement of Operations.

·On August 13, 2013, the above warrant agreement to purchase 7,000,000 shares of common stock was amended and increased by an additional 1,000,000 to purchase a total of 8,000,000 shares of common stock at an exercise price of $0.10 for the remainder period of the original warrant. The warrants were issued for services rendered by an attorney. The fair value of the warrants at the date of grant was $458,149. 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 1.49%, (2) expected term of 4.13years, (3) expected volatility of 106.43% and (4) zero expected dividends. All of the warrants issued were outstanding at September 30, 2013. The additional 1,000,000 warrants were immediately vested and expensed through a charge to the Statement of Operations for 2013.

AsTable ~~a member~~ of ~~the~~Contents ~~board, Mr. Neville contributes the benefits of his executive leadership and management experience.~~ F-13

·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.

AsLitigations aDynamics, ~~member~~Inc. used 3,000,000 shares of the ~~board~~common stock that it received from VR Holdings, MrInc. ~~Conn~~ ~~contributes~~for ~~his~~the ~~financial~~merger ~~expertise~~to ~~based~~pay onoff ~~his~~$300,000 ~~significant~~of ~~industry~~debt ~~and~~plus ~~financial~~$76,182 ~~experience~~of accrued interest. asUsing ~~well~~the Black asSholes ~~his~~evaluation ~~understanding~~model, it was determined that the value of the ~~history~~3,000,000 shares of ~~our~~common ~~business~~stock had a value of $1,539,997. After deducting the value of the notes and the accrued interest, Litigation Dynamics, Inc. lost $1,153,815 on the exchange and this loss was recorded as ita ~~relates~~charge to the ~~current~~Statement ~~lender~~of ~~liability~~Operations ~~law~~during ~~suit.~~the year ended September 30, 2012.

35In addition, there was the forgiveness of a related party account payable in the amount of $5,955. This amount was forgiven by Michael Moore.

VRNOTE ~~Holdings~~5 ~~Committees~~– ofRELATED PARTY ~~the Board~~TRANSACTIONS

WeThe doCancer ~~not currently have an Audit~~Foundation, ~~Executive~~Inc., ~~Finance,~~a ~~Compensation,~~shareholder orof ~~Nominating~~the ~~Committee~~Company, orhas ~~any~~paid for ~~other~~certain ~~committee~~expenses ofon ~~the~~behalf ~~board~~ of ~~directors~~the Company. ~~However,~~ weDuring ~~have~~the ~~adopted~~years ~~charters~~ended ~~for~~September ~~these committees~~30, in2013 ~~the~~and ~~event~~2012, ~~that~~The weCancer ~~elect~~Foundation, ~~to implement them~~Inc. ~~Copies~~ paid of$0 ~~the~~and ~~charters~~$1,826, ~~for~~respectively. ~~each~~These ~~proposed~~payments ~~committee~~have ~~are~~been ~~filed~~recorded as ~~exhibits~~contributed ~~to the registration statement with respect to this Report~~capital.

The responsibilities of these committees are fulfilled by our board of directors and all of our directors participate in such responsibilities, none of whom is “independent” as defined under Rule 4200(a)(15) of the NASD’s listing standards described below, as our financial constraints have made it extremely difficult to attract and retain qualified independent board members. In addition, wethere dowas ~~not~~the ~~currently~~forgiveness ~~have~~of ana ~~“audit~~related ~~committee~~party ~~financial~~account payable ~~expert” as such term is defined~~ in the ~~Securities~~amount ~~Act. Since we do not have any~~ of ~~the subject committees~~$5,955. ~~our~~This ~~entire~~amount ~~board~~was offorgiven ~~directors~~by ~~participates~~Michael ~~in all of the considerations with respect to our audit, compensation and nomination deliberations~~Moore.

~~Rule~~NOTE ~~4200(a)(15)~~6 of– the NASD’s listing standards defines an “independent director” as a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The following persons shall not be considered independent:ACQUISITION

·A formal valuation was obtained from an independent valuation firm to establish values relating to the acquisition of Litigation Dynamics, Inc. 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.

AThe ~~director~~acquisition ~~who~~has ~~is,~~been oraccounted for as a business combination and the Company valued all assets and liabilities acquired at ~~any~~their ~~time~~fair ~~during~~values on the ~~past~~date ~~three~~of ~~years~~acquisition. An independent valuation expert (Doty Scott Enterprises, Inc.) was hired to assist the Company in determining these fair values. Accordingly, ~~employed~~the byassets and liabilities of the ~~company;~~acquired entity were recorded at their estimated fair values at the date of the acquisition.

·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 priced to assets and liabilities based upon the fair market determination was as follows:

A director who accepted or who has a Family Member who accepted any compensation from the company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than the following: (i) compensation for board or board committee service; (ii) compensation paid to a Family Member who is an employee (other than as an executive officer) of the company; or (iii) benefits under a tax-qualified retirement plan, or non-discretionary compensation. Provided, however, that in addition to the requirements contained in this paragraph, audit committee members are also subject to additional, more stringent requirements under Rule 4350(d).

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

·Table of Contents F-14

ANote ~~director~~7 ~~who~~– ~~is a Family Member of an individual who is, or at any time during the past three years was, employed by the company as an executive officer;~~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. whereby 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 to bad expense for the year ended September 30, 2012.

AIn ~~director~~addition ~~who~~to isthe reduction in common shares that VR Holdings, orInc. ~~has~~will aissue, ~~Family~~VR ~~Member~~Holdings, ~~who~~Inc. isreceived $30,000 ain ~~partner~~cash which was paid $20,000 in September 2012 and $10,000 in orOctober a2012. ~~controlling~~The ~~stockholder~~exchange orrate anfor ~~executive~~the ~~officer~~shareholders of, ~~any~~VR ~~organization~~Holdings, Inc. to ~~which~~receive ~~the~~when ~~company~~Litigation ~~made,~~Dynamics oris ~~from~~spun-off ~~which~~is one share of the new company, ~~received~~Litigation Dynamics, ~~payments~~Inc. for ~~property~~every or100 ~~services~~shares inof ~~the~~VR ~~current~~Holdings, orInc. ~~any~~owned ofat the ~~past~~time ~~three~~of ~~fiscal~~the ~~years~~spin-off. The ~~that~~control ~~exceed~~group ~~five percent~~ of ~~the~~VR ~~recipient’s~~Holdings, ~~consolidated~~Inc. ~~gross~~who ~~revenues~~own ~~for~~approximately ~~that~~93.8 ~~year,~~% orof ~~$200~~VR Holdings,~~000,~~ ~~whichever~~Inc. iscommon ~~more,~~stock ~~other~~will ~~than~~receive ~~the~~1 ~~following:~~share ~~(i)~~of ~~payments~~Litigation Dynamics, ~~arising~~Inc. ~~solely~~For ~~from~~every ~~investments~~200 inshares ~~the~~they ~~company’s~~own ~~securities;~~of orVR ~~(ii)~~Holdings, ~~payments~~Inc. ~~under~~at ~~non-discretionary~~the ~~charitable~~time ~~contribution~~of ~~matching~~the ~~programs~~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:

A director of the issuer who is, or has a Family Member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the issuer serve on the compensation committee of such other entity; or

	Year Ended September 30,
	2013			2012
Revenue	$	—		$	—

Expenses:
General and administrative	$	35,432		$	1,207,933
Loss from operations	$	35,432		$	1,207,933

Other Income (expenses):
Interest Expense	$	5,000		$	76,182

Net income (loss)	$	(40,432	)	$	(1,284,115	)


Assets:
Cash	$	7,580		$	3,300
Due from related party	$	8,467		$	44,000
Total assets held for sale	$	16,047		$	47,300

Liabilities:
Accounts payable	$	12,737		$	3,513
Amounts due related parties	$	27,355		$	27,354
Notes payable – in default	$	50,000		$	50,000
Total liabilities related to assets held for sale	$	90,092		$	80,867

·Table of Contents F-15

ANOTE ~~director~~8 ~~who~~– is, or has a Family Member who is, a current partner of the company’s outside auditor, or was a partner or employee of the company’s outside auditor who worked on the company’s audit at any time during any of the past three years.DEBT

·As noted in NOTE 7 – DISCONTINUED OPERATION, Litigations Dynamics, Inc. used 3,000,000 shares of the common stock that it received from VR Holdings, Inc. for the merger to pay to convert $300,000 of debt plus $76,182 of accrued interest. Using the Black Scholes evaluation model, it was determined that the value of the 3,000,000 shares of common stock had a value of $1,539,997. After deducting the value of the notes 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.

WeOn ~~hope~~May 23, 2012, VR Holdings, Inc. signed a $50,000 note with an investment group to ~~add~~generate ~~qualified~~additional ~~independent~~funding. ~~members~~The ofnote ~~our~~has ~~board~~an annual interest rate of ~~directors~~10% atpayable aquarterly ~~later~~with the first payment date on August 23, ~~depending~~2012 ~~upon~~with ~~our~~interest ~~ability~~being accrued monthly. As a condition of the Separation Agreement between VR Holdings, Inc. and Litigation Dynamics, this note was transferred to ~~reach~~Litigation Dynamics, Inc. and ~~maintain~~the ~~financial~~responsibility ~~stability~~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, and thus VR Holdings, Inc. has no responsibility going forward to make any interest or principal payment associated with this note. The note is currently in default and the note holder has agreed to these conditions.

36NOTE 9 – LITIGATION

The Company, through its subsidiaries, is involved in a lawsuit, styled Morton M. Lapides, SR., MML, Inc. and VR Holdings, ~~Audit~~Inc. ~~Committee~~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 ~~entire~~Basis ~~board~~ of directors performs the functions of an audit committee, but no written charter governs the actions of the board when performing the functions of what would generally be performed by an audit committee. The board approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the board reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor.Litigation

The core of this claim is a breach of contract case pending in the Circuit Court of Cook County, Illinois under Cause No. 09 L 004607. MML, Inc. (“MML”) a wholly-owned subsidiary of VR Holdings, ~~Nomination~~Transcolor ~~Committee~~Corp., a company owned by MML (“Transcolor”), and Morton M. Lapides, Sr. (“Lapides”) (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”) discussed below. The plaintiffs allegedly have suffered substantial damages as a result of the alleged breach of the Shareholders Agreement. The current procedural status is described in “Procedural History.”

~~Our~~Procedural ~~size~~History. ~~and~~There has been a lengthy procedural history attached to the ~~size~~litigation matter. Most recently, an Illinois Court of ~~our~~Appeals’ ~~board~~rulings constituted a complete reversal of the earlier dismissal of the complaint. On August 5, at2011, ~~this~~the ~~time~~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, dothe case ~~not~~was ~~require~~returned ato ~~separate~~the ~~nominating~~trial ~~committee~~court for further proceedings. ~~When~~ ~~evaluating~~Since ~~director~~the ~~nominees~~Illinois Court of Appeals reversed the judge’s dismissal, the ~~our~~case ~~directors~~could ~~consider~~have moved forward into the ~~following~~discovery ~~factors:~~phase where a number of issues will need to be explored. 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.

·Roughly 10 months after the favorable ruling by the Court of Appeal, our counsel moved forward to reinstate the case to trial court. However, the trial court denied our motion to reinstate, finding that the claim was not reinstated within a reasonable time after the issuance of the mandate. An appeal was made to the Circuit Court of Cook County on this matter for reconsideration. On May 22, 2013, the Circuit Court judge affirmed that the trial court did not abuse its discretion when it denied our motion to reinstate reaffirming that the reinstatement did not occur within a reasonable time. This ruling was delivered only to local counsel in Illinois. VR Holdings awaited response from the court, and there was no communication. After substantial time passed, the appellate counsel who prepared the brief contacted local Illinois counsel about the progress of the response. On October 15, 2013, VR Holdings was notified that the Circuit Court judge had affirmed the decision on May 22, 2013. With substantial time passing, and a procedural requirement to file an appeal within 35 days of notification, the late notification prevented a typical procedural appeal to a higher court.

~~The~~Table ~~appropriate size~~ of ~~our~~Contents ~~board of directors;~~F-16

·At this time, VR Holdings is using independent legal counsel to evaluate how to proceed based on this series of events. It is not possible to predict the ultimate resolution of the case.

~~Our~~Neither ~~needs~~VR ~~with~~Holdings, Inc. ~~respect~~nor tocounsel ~~the~~offers ~~particular~~any ~~talents~~guaranty ~~and~~regarding ~~experience~~the outcome of ~~our~~the ~~directors;~~pending litigation.

·NOTE 10 – SUBSEQUENT EVENTS

~~The~~On ~~knowledge~~January 5, ~~skills~~2014, ~~and~~a ~~experience~~Letter of ~~nominees,~~Intent ~~including~~was ~~experience~~executed whereby VR Holdings is interested in ~~finance~~acquiring all of the outstanding ownership interests (the “Acquisition”) of Enelco Environmental Technologies Co., ~~administration~~Ltd. orand ~~public~~EETC ~~service~~USA, LLC (collectively referred to as “EETC”) from China MPP Ventures, LLC, a Maryland limited liability company (“CMPP”) on terms that would be mutually agreeable. EETC is engaged in ~~light~~the business of ~~prevailing~~industrial air ~~business~~pollution ~~conditions~~control. ~~and~~We previously reported the ~~knowledge,~~execution ~~skills~~of ~~and~~the ~~experience~~Letter ~~already~~of ~~possessed~~Intent by ~~other~~the ~~members~~filing of a Form 8-K with the ~~board;~~Securities and Exchange Commission on January 8, 2014. Neither counsel nor VR Holdings offers any guarantee regarding the proposed acquisition, completion or outcome of the transaction.

·VR Holdings and CMPP wish to commence negotiating a definitive written agreement providing for the Acquisition (the “Definitive Agreement”). To facilitate the negotiation of the Definitive Agreement, the parties request that VR Holdings’ counsel prepare an initial draft. The execution of the Definitive Agreement would be subject to the satisfactory completion of the ongoing investigation by VR Holdings and CMPP of their respective businesses, approval by their respective boards of directors, and the approval of the Acquisition by the stockholders of VR Holdings and owners of CMPP.

~~Experience~~If the acquisition were to be completed, VR Holdings may be in ~~political~~a ~~affairs;~~stronger position as a result of the acquisition to not only continue to grow the operations of EETC, but also to continue efforts in the litigation held by VR Holdings. Neither counsel not VR Holdings offers any guarantee regarding the proposed acquisition or outcome of the pending litigation.

·The following organization changes have also occurred subsequent to the fiscal year end. On January 6, 2014, Harry J. Conn, due to personal reasons and the press of other matters, resigned as a director of the registrant. There were no disagreements between Mr. Conn and the registrant. Other than as a result of his board membership and serving on the audit committee of the registrant, Mr. Conn did not serve on any committee of our board of directors. The registrant has furnished to Mr. Conn a copy of the Form 8-K before its filing. Mr. Conn has been afforded an opportunity to state whether or not he agrees or disagrees with the statements contained herein. Mr. Conn has stated that he agrees with the statements contained in the Form 8-K.

~~Experience~~On ~~with~~January 9, 2014, John E. Baker, due to personal reasons and the press of other matters, resigned as chairman, chief financial officer, principal accounting ~~rules~~officer, and ~~practices;~~assistant secretary of the registrant. There were no disagreements between Mr. Baker and the registrant. Other than as a result of his board membership and serving on the audit committee of the registrant, Mr. Baker did not serve on any committee of our board of directors. The registrant has furnished to Mr. Baker a copy of the Form 8-K before its filing. Mr. Baker has been afforded an opportunity to state whether or not he agrees or disagrees with the statements contained herein. Mr. Baker has stated that he agrees with the statements contained in the Form 8-K.

·Likewise, on January 9, 2014, our board of directors elected Matthew A. Lapides to be chairman, chief financial officer, principal accounting officer, and assistant secretary of the registrant. The registrant and Mr. Lapides have not entered into any material plan, contract or arrangement (whether or not written) to which Mr. Lapides is a party or in which he participates. Moreover, there has been no material amendment in connection with any triggering event or any grant or award to Mr. Lapides or modification thereto, under any such plan, contract or arrangement in connection with any such event.

The ~~desire~~members of our board of directors are subject to ~~balance~~change from time to time by the ~~benefit~~vote of ~~continuity~~the ~~with~~stockholders at special or annual meetings to elect directors. Officers are elected annually by the ~~periodic~~directors. ~~injection~~There are no family relationships among our directors and officers. However, the family of Mr. Lapides is the ~~fresh~~owner of ~~perspective~~Deohge ~~provided~~Corp., bya ~~new~~Maryland ~~board~~corporation, ~~members~~the controlling stockholder of the registrant, whose executive officer and director is Pamela Lapides. There are no arrangements or understandings between Mr. Lapides and any other person pursuant to which he was or is to be selected as an officer or director of the registrant.

~~Our~~Table ~~goal is to assemble a board that brings together a variety~~ of ~~perspectives~~Contents ~~and skills derived from high quality business and professional experience. In doing so, the board will also consider candidates with appropriate non~~F-~~business backgrounds.~~17

~~Other~~There ~~than~~has ~~the~~not ~~foregoing~~been, ~~there~~in ~~are no stated minimum criteria for director nominees, although~~ the ~~board~~past ~~may~~or ~~also~~since ~~consider such other factors as it may deem are in our best interests as well as our stockholders. In addition,~~ the ~~board~~beginning ~~identifies~~of ~~nominees by first evaluating~~ the registrant's ~~current~~last ~~members~~fiscal ofyear, ~~the~~or ~~board~~any ~~willing~~currently toproposed ~~continue~~transaction, inbetween ~~service~~Mr. ~~Current~~ ~~members~~Lapides ofand the ~~board~~registrant ~~with skills~~ and ~~experience~~the ~~that~~amount ~~are~~involved exceeded ~~relevant~~$120,000, ~~to our business~~ and ~~who are willing to continue~~ in ~~service~~which ~~are considered for re-nomination~~Mr. If ~~any~~Lapides ~~member~~had ~~of the board does not wish to continue in service~~ or ifwill ~~the~~have ~~board decides not to re-nominate~~ a ~~member~~direct ~~for~~or ~~re-election,~~indirect ~~the~~material ~~board~~interest. ~~then~~As ~~identifies~~of the ~~desired~~date ~~skills and experience~~ of ~~a new nominee in light of~~ the ~~criteria~~Form 8-K ~~above. Current~~filed ~~members~~with of the ~~board~~Securities ~~are~~and ~~polled~~Exchange ~~for~~Commission ~~suggestions~~on asJanuary to9, ~~individuals~~2014, ~~meeting~~ the ~~criteria~~registrant ~~described~~and ~~above~~Mr. ~~The~~ ~~board~~Lapides ~~may also engage in research to identify qualified individuals. To date, we~~ have not ~~engaged~~executed ~~third~~any compensation ~~parties~~arrangement toas ~~identify or evaluate or assist in identifying potential nominees, although we reserve the right in the future to retain~~ a ~~third~~result ~~party~~of ~~search firm, if necessary~~Mr. ~~The~~ ~~board~~Lapides' ~~does~~service ~~not~~as ~~typically~~an ~~consider~~officer ~~stockholder~~and ~~nominees~~director ~~because~~of itthe ~~believes that its current nomination process is sufficient to identify directors who serve our best interests~~registrant.

~~Section~~Our ~~16(~~board of directors has adopted charters for various committees; none of the committees has been organized. However, our complete board does serve as an audit committee. As a) ~~Beneficial~~result ~~Ownership~~of ~~Reporting~~Mr. ~~Compliance~~Lapides being a member of the board of directors of the registrant, he will serve on the audit committee of the registrant.

~~None~~Table ~~Filed~~of Contents F-18

Communication with Directors

Stockholders and other interested parties may contact any of our directors by writing to them at VR Holdings, Inc., at 1615 Chester Road, Chester, Maryland 21619, Attention: Corporate Secretary.

Our board has approved a process for handling letters received by us and addressed to any of our directors. Under that process, the Secretary reviews all such correspondence and regularly forwards to the directors a summary of all such correspondence, together with copies of all such correspondence that, in the opinion of the Secretary, deal with functions of the board or committees thereof or that he otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by us that are addressed to members of the board and request copies of such correspondence.

Conflicts of Interest

With respect to transactions involving real or apparent conflicts of interest, we have adopted written policies and procedures which require that:

The fact of the relationship or interest giving rise to the potential conflict be disclosed or known to the directors who authorize or approve the transaction prior to such authorization or approval;

The transaction be approved by a majority of our disinterested outside directors; and

The transaction be fair and reasonable to us at the time it is authorized or approved by our directors.

VR Holdings Code of Ethics for Senior Executive Officers and Senior Financial Officers

We have adopted an amended Code of Ethics for Senior Executive Officers and Senior Financial Officers that applies to our president, chief executive officer, chief operating officer, chief financial officer, and all financial officers, including the principal accounting officer. The code provides as follows:

Each officer is responsible for full, fair, accurate, timely and understandable disclosure in all periodic reports and financial disclosures required to be filed by us with the Securities and Exchange Commission or disclosed to our stockholders and/or the public.

Each officer shall immediately bring to the attention of the audit committee, or disclosure compliance officer, any material information of which the officer becomes aware that affects the disclosures made by us in our public filings and assist the audit committee or disclosure compliance officer in fulfilling its responsibilities for full, fair, accurate, timely and understandable disclosure in all periodic reports required to be filed with the Securities and Exchange Commission.

Each officer shall promptly notify our general counsel, if any, or the president or chief executive officer as well as the audit committee of any information he may have concerning any violation of our Code of Business Conduct or our Code of Ethics, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in our financial reporting, disclosures or internal controls.

Each officer shall immediately bring to the attention of our general counsel, if any, the president or the chief executive officer and the audit committee any information he may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to us and the operation of our business, by us or any of our agents.

Any waiver of this Code of Ethics for any officer must be approved, if at all, in advance by a majority of the independent directors serving on our board of directors. Any such waivers granted will be publicly disclosed in accordance with applicable rules, regulations and listing standards.

We will post a copy of our Code of Ethics on our website, once it has been established. In addition, we have attached a copy of our Code of Ethics to the registration statement with respect to this Report. We will provide to any person without charge, upon request, a copy of our Code of Ethics. Any such request should be directed to our corporate secretary at the address listed below in the next paragraph. The information contained in our website shall not constitute part of this Report.

Our principal executive offices are located at 1615 Chester Road, Chester, Maryland 21619, telephone and telecopier number (443) 519-0129, and email cfausa100@aol.com.

Except as set forth above, no officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:

· Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time,

· Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses),

· Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities,

· Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

· Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity.

· Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity.

· Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity.

Item 11.Executive Compensation.

Summary of Cash and Certain Other Compensation

At present VR Holdings has only two executive officers. The compensation program for future executives will consist of three key elements which will be considered by a compensation committee to be appointed:

A base salary;

A performance bonus; and

Periodic grants and/or options of our common stock.

Base Salary. Our chief executive officer and all other senior executive officers receive compensation based on such factors as competitive industry salaries, a subjective assessment of the contribution and experience of the officer, and the specific recommendation by our chief executive officer.

Performance Bonus. A portion of each officer’s total annual compensation is in the form of a bonus. All bonus payments to officers must be approved by our compensation committee based on the individual officer’s performance and company performance.

Stock Incentive. Stock grants and options are awarded to executive officers based on their positions and individual performance. Stock grants and options provide incentive for the creation of stockholder value over the long term and aid significantly in the recruitment and retention of executive officers. The compensation committee considers the recommendations of the chief executive officer for stock grants and options to executive officers (other than the chief executive officer) and approves, disapproves or modifies such recommendation. Stock grants and options for the chief executive officer will be recommended and approved by our board of directors. See “Market Price of and Dividends on our Common Equity and Related Stockholder Matters - Securities Authorized for Issuance under Equity Compensation Plans.”

VR Holdings Summary Compensation Table

The following table sets forth, for our named executive officers for the two completed fiscal years ended September 30, 2012 and 2011:

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation ($)	All Other Compensation ($)	Total ($)
John E. Baker (1)	2012	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
	2011	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Lamar Neville (2)	2012	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
	2011	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Harry J. Conn (3)	2012	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
	2011	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

__________

(1) Mr. Baker is our chairman of the board, president, chief financial officer, principal accounting officer, and assistant secretary.

(2) Mr. Neville is our secretary, treasurer, and director.

(3) Mr. Conn is our vice president and director.

It is uncertain when, if ever, we will be in a position to compensate any of our officers or directors. Before we can expect to provide for officer salaries, we will have to obtain a monetary victory in our lawsuit. See “Business – Legal Proceedings.” In November 2010, we issued 25,000,000 shares of common stock to John E. Baker, 100,000 shares of common stock to Lamar Neville and 100,000 shares of common stock to Harry J. Conn for services to VR Holdings. These shares were valued at $0.0006545 per share.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information for each of our named executive officers as of the end of our last completed fiscal year, September 30, 2012:

Option Awards Stock Awards

Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units of Stock That Have Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
John E. Baker (1)	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Lamar Neville (2)	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Harry Conn e (3)	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

__________

(1) Mr. Baker is our chairman of the board, president, chief financial officer, principal accounting officer, and assistant secretary.

(2) Mr. Neville is our secretary, treasurer, and director.

(3) Mr. Conn is our vice president and director

VR Holdings Employment Agreements

As of the date of this Report, VR Holdings does not have any employment agreements with any of our officers or any employees, inasmuch as we do not have any employees.

VR Holdings Director Compensation

Our directors do not receive compensation for their services as directors.

Intentionally Left Blank.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table presents information regarding the beneficial ownership of all shares of our common stock as of the date of this Report by:

- Each person who owns beneficially more than five percent of the outstanding shares of our common stock;

- Each director of VR Holdings;

-Each named executive officer of VR Holdings; and

-All directors and officers of VR Holdings as a group

Shares of Common Stock Beneficially Owned (2)

Name of Beneficial Owner (1)	Number	Percent
John E. Baker	35,000,000	7.81
Lamar Neville	100,000	0.02
Harry J. Conn	100,000	0.02
All directors and officers as a group (three persons)	35,200,000	7.85
Deohge Corp. (3)	314,681,091	70.24
The Cancer Foundation, Inc. (4)	24,962,643	5.57

(1) Unless otherwise indicated, the address for each of these stockholders is c/o VR Holdings, Inc., at 1615 Chester Road, Chester, Maryland 21619. Also, unless otherwise indicated, each person named in the table above has the sole voting and investment power with respect to our shares of common stock or preferred stock which he beneficially owns.

(2) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. As of the date of this Report, there were issued and outstanding 448,039,037 shares of our common stock.

(3) Deohge Corp. is a Maryland corporation, located at 2077 Maidstone Farm Road, Annapolis, Maryland 21409. The executive officers and directors are Morton M. Lapides, Sr., chairman and president, and Pamela Lapides, secretary and treasurer. The controlling stockholders are Mr. and Mrs. Lapides. Deohge’s principal business is a holding company. During the last five years, Deohge has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The consideration for the purchase of our shares was in connectionwith the reorganization of VR Holdings, and in settlement of all claims against VR Holdings by Deohge. Deohge does not have any plans which relate to or would result in: (a) the acquisition by any person of additional securities of VR Holdings, or the disposition of securities of VR Holdings; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving VR Holdings or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of VR Holdings or any of its subsidiaries; (d) any change in the present board of directors or management of VR Holdings, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of VR Holdings; (f) any other material change in VR Holdings’ business or corporate structure; (g) Changes in VR Holdings’ charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of VR Holdings by any person; (h) causing a class of securities of VR Holdings to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of VR Holdings becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.

(4) The Cancer Foundation, Inc., is a 501(c)(3) non-profit Maryland corporation, located at No. 2 Pomona East 305, Baltimore, Maryland 21208. The Cancer Foundation is 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. The trustees and executive officers of The Cancer Foundation are Barry L. Dahne, John E. Baker, and Lamar Neville. Messrs. Baker and Neville are two of our directors and executive officers. Mr. Dahne is president of The Cancer Foundation. The Cancer Foundation’s principal business is charity. During the last five years, The Cancer Foundation has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. As a result of his treatment at John Hopkins Hospital for pancreatic cancer, Mr. Lapides decided to donate $75,000,000 to John Hopkins Hospital and $5,000,000 to other research institutions for cancer research. This gift was to be made by The Cancer Foundation, Inc. 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 in this Report, Mr. Lapides no longer had the ability to make this contribution, and the intended contribution became a claim of The Cancer Foundation. On July 25, 2006, the $80,000,000 claim plus interest of The Cancer Foundation was exchanged By VR Holdings for 27,820,643 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 does not have any plans which relate to or would result in: (a) the acquisition by any person of additional securities of VR Holdings, or the disposition of securities of VR Holdings; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving VR Holdings or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of VR Holdings or any of its subsidiaries; (d) any change in the present board of directors or management of VR Holdings, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of VR Holdings; (f) any other material change in VR Holdings’ business or corporate structure; (g) Changes in VR Holdings’ charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of VR Holdings by any person; (h) causing a class of securities of VR Holdings to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of VR Holdings becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar toany of those enumerated above. It should be clearly understood that The Cancer Foundation has no claim against VR Holdings and is no longer a party to the Illinois litigation.

It is our opinion that our planned contribution of $80,000,000 to The Cancer Foundation is a liability of VR Holdings because at the time that the gift was proposed, VR Holdings had the ability to make such a donation and that this ability was prevented by the action taken by the group of lenders which destroyed the consolidated entity and its ability to make suck a donation. As a result, VR Holdings determined the total loss, including an interest assumption, caused by the group of lenders and filed a law suit to recover the combined losses. The donation to The Cancer Foundation of $80,000,000 plus interest was included in this total or combined calculated loss. Since we knew that it would be a long time before this legal action could be resolved and funds obtained for the parties involved, it was decided to form a public company that would combine the claims of all parties involved in this legal action and provide some liquidity for the claimants and create a environment whereby additional funds could be raised to cover the legal cost of the action. The Cancer Foundation was then offered the opportunity to exchange its claims for our shares, which it did. 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. It should be clearly understood that The Cancer Foundation has no claim against VR Holdings and is no longer a party to the Illinois litigation.

Other than as stated above:

There are no arrangements, known to us, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of VR Holdings; and

There are no arrangements or understandings with respect to election of directors or other matters.

Item 13.Certain Relationships and Related Transactions and Director Independence.

Deohge Corp. owned and controlled by the family of Mr. and Mrs. Morton M. Lapides, Sr., owns 314,681,091 shares of our common stock, which represent approximately 68.0 percent of our issued and outstanding common stock as of the date of this Report. The result of the ownership of our common stock by Deohge Corp. is that it has voting control on all matters submitted to our stockholders for approval and are able to control our management and affairs, including extraordinary transactions such as mergers and other changes of corporate control, and going private transactions. Deohge Corp. acquired the shares of our common stock as a result of the assignment of the interests of Mr. and Mrs. Lapides to Deohge Corp. on July 25, 2006 in the litigation described in “Business – Legal Proceedings.” On July 25, 2006 Deohge Corp. received 314,681,091 shares of our common stock in connection with our reorganization. See “Principal Stockholders.”

The Cancer Foundation, Inc., a charitable foundation formed by members of the family of Mr. Lapides, whose trustees are Barry L. Dahne, John E. Baker, and Lamar Neville, acquired 27,820,643 shares our common stock on July 25, 2006 as a contribution to the foundation. Messrs. Baker and Neville are two of our directors and executive officers. See “Principal Stockholders.”

As discussed elsewhere in this Report, Barry L. Dahne, one of our attorneys in the Marshall & Ilsley and Venable litigation, and one of the trustees of The Cancer Foundation which is one of our major stockholders, has received 7,000,000 shares of our common stock for his legal services with respect to the Marshall & Ilsley and Venable litigation. Previously, we had issued to Mr. Dahne 10,000,000 shares of our common stock for services rendered. We have registered 5,000,000 of such shares by means of a registration statement filed with the SEC and which went effective on May 11, 2011. Mr. Dahne is listed as a selling stockholder in the prospectus which was apart of the registration statement.

In addition, we have also issued to John E. Baker, our president, 35,000,000 shares for services rendered. We have registered 10,000,000 of such shares by means of a registration statement filed with the SEC and which went effective on May 11, 2011. Mr. Dahne is listed as a selling stockholder in the prospectus which was apart of the registration statement.

Item 14.Principal Accounting Fees and Services.

Audit Fees

The aggregate fees billed by GBH CPAs, PC for professional services rendered for the audit of our annual financial statements for fiscal years ended September 30, 2011 and 2010, were $18,900 and $13,150, respectively.

Audit Related Fees

The aggregate audit-related fees billed by M&K CPAS, PPLC for professional services rendered for the audit of our annual financial statements for fiscal years ended September 30, 2012 and 2011, were $5,000 and $4,000, respectively.

Tax Fees

There were no fees billed by M&K CPAS, PLLC for professional services rendered for tax services for fiscal years ended September 30, 2012 and 2011.

All Other Fees

There were no other fees billed by M & K CPAs, PLLC for professional services rendered during the fiscal years ended September 30, 2012 other than as stated under the captions Audit Fees, Audit-Related Fees, and Tax Fees.

PART IV

Item 15.Exhibits, Financial Statement Schedules.

(a) All financial statements are included in Item 8 of this report.

(b) All financial statement schedules required to be filed by Item 8 of this Report and the exhibits contained in this Report are included in Item 8 of this report.

(c)The following exhibits are attached to this report:

Exhibit No.	Identification of Exhibit
1.0**	Letter Agreement between CapNet Securities Corporation and VR Holdings, Inc. dated October 24, 2011.
2.0**	Plan and Agreement of Triangular Merger between VR Holdings, Inc., VRH Merger Sub, Inc. and Litigation Dynamics, Inc. dated November 21, 2011, filed as Exhibit 10.1 to the registrant’s Report on Form 8-K on November 23, 2011, Commission File Number 333-166884.
3.1**	Certificate of Incorporation of VR Holdings, Inc. filed with the Secretary of State of Delaware on November 2, 1998, filed as Exhibit 3.1 to the registrant’s registration statement on July 20, 2010, Commission File Number 333-166884.
3.2**	Certificate of Amendment of Certificate of Incorporation of VR Holdings, Inc. filed with the Secretary of State of Delaware on June 2, 2008, filed as Exhibit 3.2 to the registrant’s registration statement on July 20, 2010, Commission File Number 333-166884.
3.3**	Original Bylaws of VR Holdings, Inc., filed as Exhibit 3.3 to the registrant’s registration statement on July 20, 2010, Commission File Number 333-166884.
3.4**	Amended and Restated Certificate of Incorporation of VR Holdings, Inc. adopted May 14, 2010, filed as Exhibit 3.4 to the registrant’s registration statement on July 20, 2010, Commission File Number 333-166884.
3.5**	Amended and Restated Bylaws of VR Holdings, Inc. adopted May 14, 2010, filed as Exhibit 3.5 to the registrant’s registration statement on July 20, 2010, Commission File Number 333-166884.
10.1**	Charter of the Audit Committee of VR Holdings, Inc., filed as Exhibit 10.1 to the registrant’s registration statement on May 17, 2010, Commission File Number 333-166884.
10.2**	Code of Business Conduct of VR Holdings, Inc., filed as Exhibit 10.2 to the registrant’s registration statement on May 17, 2010, Commission File Number 333-166884.
10.3**	Code of Ethics for Senior Executive Officers and Senior Financial Officers of VR Holdings, Inc., filed as Exhibit 10.3 to the registrant’s registration statement on May 17, 2010, Commission File Number 333-166884.
10.4**	Charter of the Compensation Committee of VR Holdings, Inc., filed as Exhibit 10.4 to the registrant’s registration statement on May 17, 2010, Commission File Number 333-166884.
10.5**	Corporate Governance Principles of the Board of Directors of VR Holdings, Inc., filed as Exhibit 10.5 to the registrant’s registration statement on May 17, 2010, Commission File Number 333-166884.
10.6**	Charter of the Executive Committee of the Board of Directors of VR Holdings, Inc., filed as Exhibit 10.6 to the registrant’s registration statement on May 17, 2010, Commission File Number 333-166884.
10.7**	Charter of the Finance Committee of VR Holdings, Inc., filed as Exhibit 10.7 to the registrant’s registration statement on May 17, 2010, Commission File Number 333-166884.
10.8**	Charter of the Governance and Nominating Committee of VR Holdings, Inc., filed as Exhibit 10.8 to the registrant’s registration statement on May 17, 2010, Commission File Number 333-166884.
10.9**	Executive Summary Memorandum, filed as Exhibit 10.9 to the registrant’s registration statement on May 17, 2010, Commission File Number 333-166884.
10.10**	Assignment of Claims, filed as Exhibit 10.10 to the registrant’s registration statement on September 9, 2010, Commission File Number 333-166884.
10.11*	Form of Settlement with the claimants, filed as Exhibit 10.11 to the registrant’s registration statement on April 29, 2011, Commission File Number 333-166884.
10.12**	Warrant dated August 30, 2010 issued to Norman T. Reynolds, Esq., filed as Exhibit 10.12 to the registrant’s registration statement on September 9, 2010, Commission File Number 333-166884.
10.13**	Warrant dated August 30, 2010 issued to Stephen H. Marcus, Esq., filed as Exhibit 10.13 to the registrant’s registration statement on September 9, 2010, Commission File Number 333-166884.
21.1*	Subsidiaries of the registrant.
31.1*	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*	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*	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*	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.

Exhibit 101	Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**
101.INS	XBRL Instance Document**
101.SCH	XBRL Taxonomy Extension Schema Document**
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document**

101.LAB	XBRL Taxonomy Extension Label Linkbase Document**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document**

_____

*Filed herewith.

**Previously filed.

SIGNATURES

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

VR HOLDINGS, INC.

Date: January 24, 2012.

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 JOHN E. BAKER	Chairman of the Board, President, and Chief Financial Officer, Principal Accounting Officer, and Assistant Secretary	January 24, 2013
/s/ Lamar Neville LAMAR NEVILLE	Secretary, Treasurer, and Director	January 24, 2013
/s/ Harry J. Conn HARRY J. CONN	Vice President and Director	January 24 2013

Report of Independent Registered Public Accounting Firm

To the Board of Directors

VR Holdings, Inc.

(A Development Stage Company)

We have audited the accompanying consolidated balance sheets of VR Holdings, Inc. (A Development Stage Company) as of September 30, 2012 and 2011, and the related consolidated statements of operations, shareholders’ deficit, and cash flows for the years then ended. The consolidated financials statements for the period from July 25, 2006 (date of re-entrance into development stage) to September 30, 2010 were audited by other auditors whose report expressed an unqualified opinion on those statements. 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 audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects the financial position of VR Holdings, Inc. (A Development Stage Company) as of September 30, 2012 and 2011, and the consolidated results of their operations and their cash flows for the periods described above in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that VR Holdings, Inc. (A Development Stage Company) will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has minimal assets and has incurred net losses which raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 2. The consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty.

/s/M&K CPAs, PLLC

www.mkacpas.com

Houston, Texas

January 24, 2013

VR Holdings, Inc.

(A Development Stage Company)

Consolidated Balance Sheets

	September 30,	September 30,
	2012	2011
ASSETS
Current Assets:
Cash	$ 5,580	$ -
Assets held for sale	47,300	-
Total assets	$ 52,880	$ -
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities,	$ 478,832	$ 257,875
Accounts payable, related party	2,643	-
Liabilities, related to assets held for sale	53,514	-
Liabilities, related party related to assets held for sale	27,355	-
Total current liabilities	562,344	257,875
Shareholders’ deficit:
Common stock, $0.000001 par value; 550,000,000 shares authorized, 448,039,037 and 440,758,343 shares issued and outstanding, respectively	449	441
Additional paid-in capital	15,113,899	8,645,719
Accumulated deficit	(15,492,955)	(15,492,955)
Earnings during development stage	(130,857)	6,588,920
Total shareholders’ deficit	(509,464)	(257,876)
Total liabilities and shareholders’ deficit	$ 52,880	$ –

See notes to consolidated financial statements.

VR Holdings, Inc.

(A Development Stage Company)

Consolidated Statements of Operations

			For the Period from July 25, 2006 to
	For the Year Ended September 30,		September 30,
	2012	2011	2012
Revenue	$ -	$ -	$ -
Expenses:
General and administrative	4,166,988	103,335	4,883,345
Impairment of goodwill	1,266,892	-	1,266,892
Loss from operations	(5,433,880)	(103,335)	(6,150,237)
Other income (expense):
Gain on forgiveness of debt	–	–	7,414,017
Interest expense	1,782	–	(110,522)
Net income (loss) from continuing operations	$ (5,435,662	$ (103,335)	$ 1,153,258
Net income (loss) from Discontinued Operations (Note 6)	$ (1,284,115)	$ -	$ (1,284,115)
Net Income (loss)	$ (6,719,777)	$ (103,335)	$ ( 130,857)
Net Loss per common share, basic and diluted – Continuing operations	$ (0.01)	$ (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	$ (0.02)	$ (0.00)
Weighted average number of common shares – basic and diluted	441,231,273	428,285,192

See notes to consolidated financial statements.

VR Holdings, Inc.

(A Development Stage Company)

Consolidated Statements of Shareholders’ Deficit

For the Years Ended September 30, 2012 and 2011 and the

Period from July 26, 2006 to September 30, 2012

	Common Stock		Additional Paid-In	Accumulated	Earnings During the Development
	Shares	Amount	Capital	Deficit	Stage	Total
Balance at July 25, 2006	–	$ –	$ –	$ (15,492,955)	$ –	$ (15,492,955)
Common shares issued for services	363,501,734	364	237,549	–	–	237,913
Common shares issued for debt	4,606,609	4	8,187,674	–	–	8,187,678
Net loss	–	–	–	–	(255,902)	(255,902)
Balance at September 30, 2006	368,108,343	368	8,440,223	(15,492,955)	–	(7,323,266)
Net income	–	–	–	–	7,323,266	7,323,266
Balance at September 30, 2007	368,108,343	368	8,425,223	(15,492,955)	7,067,364	–
Contributed capital – expenses paid by shareholder	–	–	15,000	–	–	15,000
Net loss	–	–	–	–	(15,000)	(15,000)
Balance at September 30, 2008	368,108,343	368	8,440,223	(15,492,955)	7,052,364	–
Common shares issued for services	26,000,000	26	16,992	–	–	17,018
Contributed capital – expenses paid by shareholder	–	–	19,567	–	–	19,567
Net loss	–	–	–	–	(38,063)	(38,063)
Balance at September 30, 2009	394,108,343	394	8,476,782	(15,492,955)	7,014,301	(1,478)
Common shares issued for services	400,000	–	261	–	–	261
Contributed capital – expenses paid by shareholder	–	–	116,961	–	–	116,961
Warrants issued for services	–	–	1,308	–	–	1,308
Net loss	–	–	–	–	(322,046)	(322,046)
Balance at September 30, 2010	394,508,343	394	8,595,312	(15,492,955)	6,692,255	(204,994)
Common shares issued for services	46,200,000	47	30,191	–	–	30,238
Common shares issued for cash	50,000	–	5,000	–	–	5,000
Contributed capital – expenses paid by shareholder	–	–	15,216	–	–	15,216
Net loss	–	–	–	–	(103,335)	(103,335)
Balance at September 30, 2011	440,758,343	$ 441	$ 8,645,719	$ (15,492,955)	$ 6,588,920	$ (257,875)
Common shares issued for cash	530,694	1	48,262	-	-	48,263
Common shares issued for acquisition	5,750,000	5	862,495	-	-	862,500
Common shares issued for conversion of debt	3,000,000	3	1,529,997	-	-	1,530,000
Common shares issued for services agreement	1,500,000	2	764,998	-	-	765,000
Common shares returned	(3,500,000)	(3)	3	-	-	-
Contributed capital – expenses paid by shareholder	-	-	1,837	-	-	1,837
Warrants issues for services	-	-	3,260,588	-	-	3,260,588
Net loss					(6,719,777)	(6,179,777)
Balance at September 30, 2012	448,039,037	$ 449	$15,113,899	$(15492,955)	$ (130,857)	$ (509,464)

See notes to consolidated financial statements.

VR Holdings, Inc.

(A Development Stage Company)

Consolidated Statements of Cash Flows

			For the Period from July 25, 2006 to
	For the Year Ended September 30,		September 30,
	2012	2011	2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ (6,719,777)	$ (103,335)	$ ( 130,857)
Adjustments to reconcile net income (loss) to net cash used for operating activities:
Share-based compensation	3,260,588	30,238	3,547,326
Expenses paid by shareholder	1,826	15,216	168,570
Shares for Services	765,000	-	765,000
Impairment of goodwill	1,266,892	-	1,266,892
Loss on exchange of debt for stock	1,153,815	-	1,153,815
Gain on forgiveness of debt	-	-	(7,414,017)
Changes in operating assets and liabilities:
Accounts receivable	(39,620)	-	(39,620)
Accounts payable	261,935	52,881	519,810
Accounts payable – related party	(40,314)		(40,314)
Accrued interest payable	–	–	108,740
Net cash used for operating activities	(89,655)	(5,000)	(94,655)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired from business acquisition	270	-	270
Proceeds from sale of stocks	-	5,000	5,000
Cash provided by financing activities	270	5,000	5,270
CASH FLOW FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock	48,265	-	48,265
Net proceeds from notes payable	50,000	-	50,000
Net cash provided by financing activities	98,265	-	98,265
NET CHANGE IN CASH	8,880	–	8,880
CASH AT BEGINNING OF YEAR	–	–	–
CASH AT END OF YEAR	$ 8,880	$ –	$ 8,880
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid for:
Interest	$ –	$ –	$ –
Income taxes	–	–	–
Non-cash financing activities:
Debt converted to common stock	$ 300,000	$ –	$ 8,187,678

See notes to consolidated financial statements.

VR Holdings, Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Organization

VR Holdings, Inc. (“VR Holdings” or the “Company”), a Delaware corporation, was incorporated in 1998 to be the parent company of a group of entities owned by MML, Inc. which was in turn controlled by Morton M. Lapides, Sr. and his family. The companies included in this consolidation were MML, Inc.(“MML”), Transcolor Corp. (“Transcolor”), Valley Rivet Company, Alleco, Inc. and Allegheny Pepsi Cola Bottling Company. VR Holdings, Inc. itself has never had any operations or employees but acted as a holding company only.

During the period from 2003 to 2006, through an investigation instituted by The Cancer Foundation, Inc., a charitable foundation established in 1968 by the father and uncles of Mr. Morton M. Lapides, Sr., one of the controlling shareholders of Deohge Corp., our majority shareholder, it was determined by Mr. Lapides and others that certain lenders, through alleged illegal practices, had taken advantage of Mr. Lapides and other shareholders of VR Holdings to gain control of a certain operating subsidiary while Mr. Lapides was undergoing treatment for life threatening pancreatic cancer. These alleged illegal practices resulted in VR Holdings losing control of various operating subsidiaries and ultimately caused VR Holdings to lose an estimated $1.6 billion associated with these operations. As a result, it was decided by the shareholders of VR Holdings to reorganize the ownership of the Company and to file a lawsuit against the lenders and related parties to recover the damages caused by the lender’s alleged illegal activities. For status of litigation see NOTE (9) – LITIGATION.

Also, it was decided by the shareholders of VR Holdings to allow other parties injured by the alleged actions of the lenders to exchange their related claim for losses for shares in VR Holdings and allow VR Holdings to pursue all legal actions necessary to recover these damages.

During the year ended September 30, 2012, the Company merged with Litigation Dynamics, Inc. and subsequently decided to spin-off Litigation Dynamics, Inc. For additional details concerning this merger and subsequent spin-off see NOTE (7) – DISCONTINUED OPERATIONS.

Basis of Presentation

The consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America.

Development Stage

The Company re-entered the development stage on July 25, 2006. From inception to July 24, 2006, the Company had an accumulated deficit of $15,492,955.

Principles of Consolidation

The financial statements include the accounts of VR Holdings, Inc. and its subsidiaries. Intercompany transactions and balances have been eliminated.

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.

Cash and Cash Equivalents

The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. At September 30, 2012 the Company had $8,880 of cash, $3,300 of which is included in assets held for sale and $0 cash equivalents. At September 30, 2011, the Company had $0 cash and cash equivalents.

Goodwill

The Company follows the policy of recognizing Goodwill when acquiring a company or line of business to the extent that the assets acquired net of liabilities assumed is less than the value of the purchase price. The Company follows the policy of annually reviewing the carrying value of its Goodwill assets as to any impairment of the current value. In those cases where there has been an impairment of the carrying value of Goodwill, the carrying value of Goodwill is adjusted to reflect this impairment through a charge to the current year Statement of Operations.

Discontinued Operations.

The Company follows the policy of segrating the assets and liabilities of subsidiaries or lines of business on its Balance Sheet from the assets liabilities of continuing subsidiaries or lines of businesses when it is decided to close or dispose of a subsidiary or line of business. The Company also, follows the policy of separately disclosing the assets and liabilities and the net operations of a subsidiary or line of business in its financial statements when it is decided to close or dispose of a subsidiary or line of business.

Interests in Litigation

The interests in litigation are being accounted for as gain contingencies. Therefore, no amounts have been recorded for these interests in the consolidated financial statements. Any gains will be recorded when realized.

Income Taxes

An asset and liability approach is used for financial accounting and reporting for income taxes. Deferred income taxes arise from temporary differences between income tax and financial reporting and principally relate to recognition of revenue and expenses in different periods for financial and tax accounting purposes and are measured using currently enacted tax rates and laws. In addition, a deferred tax asset can be generated by net operating loss carryforwards (“NOLs”). If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.

Stock-Based Compensation

We measure compensation cost at the grant date based on the fair value of the award and recognize compensation cost upon the probable attainment of a specified performance condition or over a service period.

Earnings (Loss) Per Common Share

Basic net earnings (loss) per common share are computed by dividing net earnings (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

The dilutive effect of outstanding stock options and warrants is reflected in diluted earnings per share by application of the treasury stock method. The dilutive effect of outstanding convertible securities is reflected in diluted earnings per share by application of the if-converted method.

The Company has no outstanding stock options, warrants, or convertible securities or other common stock equivalents which would be considered dilutive at September 30, 2012 or 2011, For that reason, the weighted-average number of common shares outstanding excludes common stock equivalents. As of September 30, 2012 and 2011, the Company had 9,000,000 and 2,000,000 common stock warrants outstanding, respectively, with an exercise price for all Warrants being $0.10 per share.

Fair Value of Financial Instruments

Effective January 1, 2008, the Company adopted the framework for measuring fair value that establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Basis of Fair Value Measurement

Level 1

Observable input that reflects quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2

Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the asset or the liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3

Unobservable inputs reflecting the Company's own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable, loans payable, and amounts due related parties. Pursuant to ACS 820, the fair value of our cash is determined based on “Level 1” which consist of quote active markets for identical assets, We believe that the recorded values of all of our other financial instruments approximates current fair values because of their nature and respective maturity dates or durations. Amounts in each level include:

	As of September 30,
	2012	2011
Level 1	$ 0	$ 0
Level 2	$ 0	$ 0
Level 3	$ 0	$ 0

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.

NOTE 2 – GOING CONCERN

At September 30, 2012, we had $52,880 of assets, $562,344 of liabilities and a working capital deficit of $509,464. Through September 30, 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 fiscal year 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, and have no recent revenue to date. 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 more fully described in Note 7. If we are successful in the litigation, we plan on utilizing any 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. In November and December 2011, the Company sold 480,694 shares of common stock for $43,263 net of commissions, and in April 2012, the Company sold 50,000 shares of common stock for $5,000. The Company utilized the proceeds from the sales of this stock to pay current operating expenses.

There is no assurance that we will be able to obtain 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 prior to or during fiscal year 2013, 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 – INCOME TAXES

The components of the income tax provision (benefit) for each of the periods presented below are as follows:

	Year ended September 30,
	2012	2011
Current	$ –	$ –
Deferred	–	–
Total	$ –	$ –

The effective income tax expense (benefit) differed from the computed “expected” federal income tax expense (benefit) on earnings before income taxes for the following reasons:

	Year Ended September 30,
	2012	2011
Computed federal income tax provision (benefit)	$(2,351,922)	$(36,167)
Shares for Services	765,000	30,238
Stock-based compensation	3,260,588	30,238
Impairment expense	1,266,892	-
Loss on Debt Conversion	1,153,815	-
Increase in valuation allowance	(4,094,373)	(5,929)
	$ -	$ -

Deferred income taxes are provided to reflect temporary differences in the basis of net assets for income tax and financial reporting purposes. The tax-effected temporary differences and tax loss carryforwards which comprise deferred taxes are as follows:

	Year Ended September 30,
	2012	2011
Deferred tax assets:
Net operating loss carryforwards	$ 9,146,580	$ 8,873,097
Valuation allowance	$(9,146,580)	$(8,873,097)
Total deferred tax asset	$ –	$ –

At September 30, 2012, we had federal income tax net operating loss (“NOL”) carryforwards of approximately $9.1 million. The NOL carryforwards expire from 2013 through 2032. The value of these carryforwards depends on our ability to generate taxable income. A change in ownership, as defined by federal income tax regulations, could significantly limit our ability to utilize our net operating loss carryforwards. Additionally, because federal tax laws limit the time during which the net operating loss carryforwards may be applied against future taxes, if we fail to generate taxable income prior to the expiration dates, we may not be able to fully utilize the net operating loss carryforwards to reduce future income taxes. We have had cumulative losses and there is no assurance of future taxable income, therefore, valuation allowances have been recorded to fully offset the deferred tax asset at September 30, 2012 and 2011. The valuation allowance increased by approximately $(4,094,373) and $(5,929) during 2012 and 2011, respectively, due primarily to net losses incurred during those periods.

The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

NOTE 4 – 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.

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

On September 30, 2012, the Company issued awarrant 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 the fair value of the Company's common stock at September 24, 2012. This process determined that the value of the 3,000,000 shares of common stock used in the exchange was $1,530,000. 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 1,500,00 shares issued to CapNet Securities Corporation were valued at the fair value of the Company's common stock at September 24, 2012 and resulted in a loss to the Company of $765,000 recorded as a change to the Statement of Operations during the year ended September 30, 2012.

NOTE 5 – RELATED PARTY TRANSACTIONS

The Cancer Foundation, Inc., a shareholder of the Company, has paid for certain expenses on behalf of the Company. During the years ended September 30, 2012 and 2011, The Cancer Foundation, Inc. paid $1,826 and $15,216, respectively. These payments have been recorded as contributed capital.

Note 6 – ACQUISITION

A formal valuation was obtained from an independent valuation firm to establish values relating to the acquisition of Litigation Dynamics, Inc. 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 $1,266,892. 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.

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. An independent valuation expert was hired to assist the Company in determining these fair values. Accordingly, the assets and liabilities of the acquired entity were recorded at their estimated fair values at the date of the acquisition.

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 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	1,282,892
Total Net Assets Acquired	$ 862,500
Total consideration paid - Common stock (paid to Litigation Dynamics, Inc.)	$ 862,500

NOTE 7 – 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 additions 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 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:

	Year Ended September 30,
	2011	2011
Revenue	$ 135,456	$ -
Expenses:
General and administrative	$ 1,343,389	$ -
Loss from operations	$ 1,207,933	$ -
Other Income (expenses):
Interest Expense	$ 76,182	$ -
Net income (loss)	$ (1,284,115)	$ -
Assets:
Cash	$ 3,300	$ -
Accounts receivable	$ 44,000	$ -
Total assets held for sale	$ 47,300	$ -
Liabilities:
Accounts payable	$ 3,513	$ -
Amounts due related parties	$ 27,354	$ -
Notes payable	$ 50,000	$ -
Total liabilities held for sale	$ 80,867	$ -

NOTE 8 – DEBT

As note in NOTE 6 – 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. 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. 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.

NOTE 9 – 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.

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

NOTE 10 – SUBSEQUENT EVENTS

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.

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