UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act Of 1934

For the quarterly period end ~~March~~June 3130, 2024

☐	Transition Report Under Section 13 or 15(d) of the Securities Exchange Act Of 1934

For the transition period from __________ to __________

Commission File Number: None

VIRTUAL INTERACTIVE TECHNOLOGIES CORP.

(Exact name of registrant as specified in its charter)

nevada

36-4752858

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

600 17^th Street, Suite 2800 South

Denver, CO 80202

(Address of principal executive offices, including Zip Code)

(303) 228-7120

(Issuer’s telephone number, including area code)

Check whether the issuer (1) has filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 8,251,276 shares of common stock as of ~~May~~August 2916, 2024.

Virtual Interactive Technologies Corp.

Index

	Page
Part I. Financial Information
Item 1. Financial Statements
Unaudited Condensed Consolidated Balance Sheets	3
Unaudited Condensed Consolidated Statements of Operations	4
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ (Deficit)	5
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit	5-6
Unaudited Condensed Consolidated Statements of Cash Flows	67
Notes to Unaudited Condensed Consolidated Financial Statements	78-1314
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~14-~~15-16
Item 4. Controls and Procedures	15
Item 3. Quantitative and Qualitative Disclosures About Market Risk	16
Part II. Other Information
Item 4. Controls and Procedures	16
Item 6. Exhibits	16
Part II. Other Information	17
Part III. Signatures	17
Item 6. Exhibits	17
Part III. Signatures	18

Virtual Interactive Technologies Corp.

Condensed Consolidated Balance Sheets

As of ~~March~~June 3130, 2024 and September 30, 2023

(UNAUDITED)

	March 31, 2024			September 30, 2023
	June 30, 2024			September 30, 2023
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	167,~~913~~630		$	40,829
Royalties receivable		8089,~~451~~155			87,614
Total current assets		9796,~~364~~785			128,443
TOTAL ASSETS	$	9796,~~364~~785		$	128,443
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	7183,~~543~~544		$	55,386
Accounts payable, related party		2840,000			12,000
Notes payable		751,030			741,030
Convertible note payable, net of discounts		470,000			470,000
Interest payable		~~447~~482,~~841~~100			379,142
Total current liabilities		1,~~768~~826,~~414~~674			1,657,558
LONG-TERM LIABILITIES:
Note payable		-			10,000
Interest payable		-			2,721
Total long-term liabilities		-			12,721
Total liabilities		1,~~768~~826,~~414~~674			1,670,279
Commitments and contingencies		-			-
STOCKHOLDERS’ DEFICIT
Series A Preferred Stock, $ 0.01 par value; 10,000,000 authorized; 50,000 shares issued and outstanding		500			500
Series A preferred stock, $ 0.01 par value; 10,000,000 authorized; 50,000 shares issued and outstanding		500			500
Series B Convertible Preferred Stock $ 0.01 par value; 10,000,000 authorized; 270,612 shares issued and outstanding		2,706			2,706
Series B convertible preferred stock $ 0.01 par value; 10,000,000 authorized; 270,612 shares issued and outstanding		2,706			2,706
Series C Convertible Preferred Stock $ 0.001 par value; 10,000,000 authorized; 1,200,480 issued and outstanding		1,200			1,200
Series C convertible preferred stock $ 0.001 par value; 10,000,000 authorized; 1,200,480 issued and outstanding		1,200			1,200
Preferred Stock		~~1,200~~500			~~1,200~~500
Common stock, $ 0.001 par value; 90,000,000 shares authorized, 8,942,526 shares issued and 8,251,276 shares outstanding		8,251			8,251
Additional paid-in-capital		8,~~113~~122,~~404~~696			8,094,820
Treasury stock (691,250 shares at cost)		(45,000	)		(45,000	)
Accumulated deficit		(9,~~752~~820,~~111~~242	)		(9,604,313	)
Total stockholders’ deficit		(1,~~671~~729,~~050~~889	)		(1,541,836	)
Total liabilities and stockholders’ deficit	$	9796,~~364~~785		$	128,443

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Virtual Interactive Technologies Corp.

Condensed Consolidated Statements of Operations

For the Three and ~~Six~~Nine Months Ended ~~March~~June 3130, 2024 and 2023

(UNAUDITED)

	2024			2023			2024			2023
	For the three months ended,						For the ~~six~~nine months ended,
	March 31,			March 31,			March 31,			March 31,
	June 30,			June 30,			June 30,			June 30,
	2024			2023			2024			2023
Revenue – royalties	$	199,~~338~~739		$	3335,~~373~~136		$	4959,~~439~~179		$	5388,~~385~~521
Operating expenses:
Professional fees		5642,~~042~~350			~~739~~866,~~494~~037			~~112~~154,~~279~~629			12,~~452~~318,~~417~~454
Marketing and advertising		-			-36,613			2,795			4884,~~042~~655
General, administrative and selling		1,~~122~~259			14,~~126~~356			57,~~780~~039			59,~~164~~520
Total operating expenses		5743,~~164~~609			~~740~~907,~~620~~006			~~120~~164,~~854~~463			12,~~505~~412,~~623~~629
Loss from operations		(3733,~~826~~870	)		(~~707~~871,~~247~~870	)		(71105,~~415~~284	)		(12,~~452~~324,~~238~~108	)
Other income (expense)
Other income		374			~~370~~374			~~752~~1,126			~~748~~1,122
Bad debt expense		(374	)		-			(~~752~~1,126	)		-
Amortization of debt discount		-			~~(94,457~~-	)		-			(207,314	)
Interest expense, related party		-			~~(13,666~~-	)		-			(27,637	)
Interest expense		(3234,~~810~~261	)		(2536,~~792~~148	)		(75110,~~979~~240	)		(4178,~~937~~085	)
Gain (loss) from foreign currency transactions		125			46			(404	)		16
Loss from foreign currency transactions		-			(422	)		(405	)		(406	)
Total other expense, net		(3234,~~685~~261	)		(~~133~~36,~~499~~196	)		(76110,~~383~~645	)		(~~276~~312,~~124~~320	)
Net loss	$	(7068,~~511~~131	)	$	(~~840~~908,~~746~~066	)	$	(~~147~~215,~~798~~929	)	$	(12,~~728~~636,~~362~~428	)
Loss per share – basic and diluted	$	(0.01	)	$	(0.1011	)	$	(0.0203	)	$	(0.2132	)
Weighted average number of shares outstanding – basic and diluted		8,251,276			8,~~312~~320,~~784~~435			8,251,276			8,~~280~~266,~~504~~314

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Virtual Interactive Technologies Corp.

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

For the Three and ~~Six~~Nine Months Ended ~~March~~June 3130, 2024 and 2023

(UNAUDITED)

For the three months ended ~~March~~June 3130, 2024

	Shares		Par Value		Shares		Par Value		Shares		Par Value		Shares		Par Value		~~Capital~~Paid-In Capital		Stock Shares		~~Par Value~~Cost			Accumulated Deficit			Equity (Deficit)
	Preferred Stock				Preferred Stock				Preferred Stock
	Series A Convertible				Series B Convertible				Series C Convertible				Common Stock				~~Paid-In~~		Treasury								Total Stockholders’
	Shares		Par Value		Shares		Par Value		Shares		Par Value		Shares		Par Value		Paid-In Capital		Stock Shares		Cost			Accumulated Deficit			Equity (Deficit)
Balance, December 31, 2023		50,000	$	500		270,612	$	2,706		1,200,480	$	1,200		8,251,276	$	8,251	$	8,104,112		691,250		(45,000	)	$	(9,681,600	)	$	(1,609,831	)
Balance, March 31, 2024		50,000	$	500		270,612	$	2,706		1,200,480	$	1,200		8,251,276	$	8,251	$	8,113,404		691,250		(45,000	)	$	(9,752,111	)	$	(1,671,050	)
Options issued for services		-		-		-		-		-		-		-		-		9,292		-		-			-			9,292
Net loss		-		-		-		-		-		-		-		-		-		-		-			(7068,~~511~~131	)		(7068,~~511~~131	)
Balance, March 31, 2024		50,000	$	500		270,612	$	2,706		1,200,480	$	1,200		8,251,276	$	8,251	$	8,113,404		691,250	$	(45,000	)	$	(9,752,111	)	$	(1,671,050	)
Balance, June 30, 2024		50,000	$	500		270,612	$	2,706		1,200,480	$	1,200		8,251,276	$	8,251	$	8,122,696		691,250	$	(45,000	)	$	(9,820,242	)	$	(1,729,889	)

For the three months ended ~~March~~June 3130, 2023

	Shares		Par Value		Shares		Par Value		Shares			Par Value			~~Capital~~Paid-In Capital			Stock Shares		~~Par Value~~Cost			Accumulated Deficit			Equity (Deficit)
	Preferred Stock				Preferred Stock
	Series A Convertible				Series B Convertible				Common Stock						~~Paid-In~~			Treasury								Total Stockholders’
	Shares		Par Value		Shares		Par Value		Shares			Par Value			Paid-In Capital			Stock Shares		Cost			Accumulated Deficit			Equity (Deficit)
Balance, December 31, 2022		50,000	$	500		270,612	$	2,706		8,271,534		$	8,271		$	8,271,118			41,250		-		$	(7,674,589	)	$	608,006
Balance, March 31, 2023		50,000	$	500		270,612	$	2,706		8,271,534		$	8,271		$	8,271,118			41,250		-		$	(8,515,335	)	$	(232,740	)
Net loss		-		-		-		-		-			-			-			-		-			(840,746	)		(840,746	)
Stock issued for services		-		-		-		-		530,000			530			78,970			-		-			-			79,500
Balance, March 31, 2023		50,000	$	500		270,612	$	2,706		8,271,534		$	8,271		$	8,271,118			41,250	$	-		$	(8,515,335	)	$	(232,740	)
Redemption of stock issued for prepaid services		-		-		-		-		(650,000	)		(650	)		(217,375	)		650,000		(45,000	)		-			(263,025	)
Redemption of warrants issued for prepaid services		-		-		-		-		-			-			(283,056	)		-		-			-			(283,056	)
Options issued for services		-		-		-		-		-			-			37,170			-		-			-			37,170
Net loss		-		-		-		-		-			-			-			-		-			(908,066	)		(908,066	)
Balance, June 30, 2023		50,000	$	500		270,612	$	2,706		8,151,534		$	8,151		$	7,886,827			691,250	$	(45,000	)	$	(9,423,401	)	$	(1,570,217	)

For the six months ended March 31, 2024

	Shares		Par Value		Shares		Par Value		Shares		Par Value		Shares		Par Value		Capital Capital		Stock Shares		Par Value			Accumulated Deficit			Equity (Deficit)
	Preferred Stock				Preferred Stock				Preferred Stock
	Series A Convertible				Series B Convertible				Series C Convertible				Common Stock				Paid-In		Treasury								Total Stockholders’
	Shares		Par Value		Shares		Par Value		Shares		Par Value		Shares		Par Value		Capital		Stock Shares		Cost			Accumulated Deficit			Equity (Deficit)
Balance, September 30, 2023		50,000	$	500		270,612	$	2,706		1,200,480	$	1,200		8,251,276	$	8,251	$	8,094,820		691,250		(45,000	)	$	(9,604,313	)	$	(1,541,836	)
Options issued for services		-		-		-		-		-		-		-		-		18,584		-		-			-			18,584
Net loss		-		-		-		-		-		-		-		-		-		-		-			(147,798	)		(147,798	)
Balance, March 31, 2024		50,000	$	500		270,612	$	2,706		1,200,480	$	1,200		8,251,276	$	8,251	$	8,113,404		691,250	$	(45,000	)	$	(9,752,111	)	$	(1,671,050	)

For the six months ended March 31, 2023

	Shares		Par Value		Shares		Par Value		Shares		Par Value		Capital Capital		Stock Shares		Par Value		Accumulated Deficit			Equity (Deficit)
	Preferred Stock				Preferred Stock
	Series A Convertible				Series B Convertible				Common Stock				Paid-In		Treasury							Total Stockholders’
	Shares		Par Value		Shares		Par Value		Shares		Par Value		Capital		Stock Shares		Cost		Accumulated Deficit			Equity (Deficit)
Balance, September 30, 2022		50,000	$	500		270,612	$	2,706		8,059,034	$	8,059	$	7,595,246		41,250		-	$	(6,786,973	)	$	819,538
Balance		50,000	$	500		270,612	$	2,706		8,059,034	$	8,059	$	7,595,246		41,250		-	$	(6,786,973	)	$	819,538
Common stock issued for services		-		-		-		-		12,500		12		14,863		-		-		-			14,875
Common stock issued for prepaid services		-		-		-		200,000		200		297,800		-		-		-		-			298,000
Warrants issued for prepaid services		-		-		-		-		-		-		363,209		-		-		-			363,209
Net loss		-		-		-		-		-		-		-		-		-		(1,728,362	)		(1,728,362	)
Balance, March 31, 2023		50,000	$	500		270,612	$	2,706		8,271,534	$	8,271	$	8,271,118		41,250	$	-	$	(8,515,335	)	$	(232,740	)
Balance		50,000	$	500		270,612	$	2,706		8,271,534	$	8,271	$	8,271,118		41,250	$	-	$	(8,515,335	)	$	(232,740	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

For the nine months ended June 30, 2024

	Shares		Par Value		Shares		Par Value		Shares		Par Value		Shares		Par Value		Paid-In Capital		Stock Shares		Cost			Accumulated Deficit			Equity (Deficit)
	Preferred Stock				Preferred Stock				Preferred Stock
	Series A Convertible				Series B Convertible				Series C Convertible				Common Stock						Treasury								Total Stockholders’
	Shares		Par Value		Shares		Par Value		Shares		Par Value		Shares		Par Value		Paid-In Capital		Stock Shares		Cost			Accumulated Deficit			Equity (Deficit)
Balance, September 30, 2023		50,000	$	500		270,612	$	2,706		1,200,480	$	1,200		8,251,276	$	8,251	$	8,094,820		691,250		(45,000	)	$	(9,604,313	)	$	(1,541,836	)
Options issued for services		-		-		-		-		-		-		-		-		27,876		-		-			-			27,876
Net loss		-		-		-		-		-		-		-		-		-		-		-			(215,929	)		(215,929	)

Balance, June 30, 2024		50,000	$	500		270,612	$	2,706		1,200,480	$	1,200		8,251,276	$	8,251	$	8,122,696		691,250	$	(45,000	)	$	(9,820,242	)	$	(1,729,889	)

For the nine months ended June 30, 2023

	Shares		Par Value		Shares		Par Value		Shares			Par Value			Paid-In Capital			Stock Shares		Cost			Accumulated Deficit			Equity (Deficit)
	Preferred Stock				Preferred Stock
	Series A Convertible				Series B Convertible				Common Stock									Treasury								Total Stockholders’
	Shares		Par Value		Shares		Par Value		Shares			Par Value			Paid-In Capital			Stock Shares		Cost			Accumulated Deficit			Equity (Deficit)
Balance, September 30, 2022		50,000	$	500		270,612	$	2,706		8,059,034		$	8,059		$	7,595,246			41,250		-		$	(6,786,973	)	$	819,538
Balance		50,000	$	500		270,612	$	2,706		8,059,034		$	8,059		$	7,595,246			41,250		-		$	(6,786,973	)	$	819,538

Common stock issued for services		-		-		-		-		542,500			542			93,833			-		-			-			94,375

Options issued for services		-		-		-		-		-			-			37,170			-		-			-			37,170

Common stock issued for prepaid services		-		-		-		-		200,000			200			297,800			-		-			-			298,000

Redemption of stock issued for prepaid services		-		-		-		-		(650,000	)		(650	)		(217,375	)		650,000		(45,000	)		-			(263,025	)

Redemption of warrants issued for prepaid services		-		-		-		-		-			-			(283,056	)		-		-			-			(283,056	)

Warrants issued for prepaid services		-		-		-		-		-			-			363,209			-		-			-			363,209

Net loss		-		-		-		-		-			-			-			-		-			(2,636,428	)		(2,636,428	)

Balance, June 30, 2023		50,000	$	500		270,612	$	2,706		8,151,534		$	8,151		$	7,886,827			691,250	$	(45,000	)	$	(9,423,401	)	$	(1,570,217	)
Balance		50,000	$	500		270,612	$	2,706		8,151,534		$	8,151		$	7,886,827			691,250	$	(45,000	)	$	(9,423,401	)	$	(1,570,217	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Virtual Interactive Technologies Corp.

Condensed Consolidated Statements of Cash Flows

For the ~~Six~~Nine Months Ended ~~March~~June 3130, 2024 and 2023

(UNAUDITED)

	For the nine months ended,
	June 30,			June 30,
	2024			2023
	For the six months ended,
	March 31,			March 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(~~147~~215,~~798~~929	)	$	(12,~~728~~636,~~362~~428	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock issued for services		18,584			14,875
Options issued for services		27,876			37,170
Amortization of prepaid stock-based compensation		-			1,395,195
Net reversal of amortization of prepaid stock-based compensation		-			2,116,343
Debt discount amortization		-			207,314
Amortization of debt discount		-			207,314
Bad debt expense		752			-
Stock issued for services		-			94,375
Bad debt expense		1,126			-
Changes in operating assets and operating liabilities:
Interest receivable		(~~752~~1,126	)		(~~748~~1,122	)
Royalties receivable		7(1,~~163~~541	)		~~(20~~23,~~135~~642	)
Accounts payable and accrued liabilities		1628,~~157~~158			3820,~~477~~438
Accounts payable, related party		1628,000			-10,500
Interest payable, related party		-(2,721	)		~~27,637~~-
Interest payable		65102,~~978~~958			3193,~~940~~222
Net cash used in operating activities		(2333,~~916~~199	)		(3334,~~807~~546	)
Net change in cash and cash equivalents		(2333,~~916~~199	)		(3334,~~807~~546	)
Cash and cash equivalents, beginning of period		40,829			36,378
Cash and cash equivalents, end of period	$	167,~~913~~630		$	21,~~571~~832
Supplemental disclosure of cash flow information:
Interest paid	$	-		$	~~10,000~~-
Income taxes paid	$	-		$	-
Schedule of Non-Cash Investing and Financing Activities
Common stock issued for prepaid services	$	-		$	298,000
Warrants issued for prepaid services	$	-		$	363,209
Redemption of common stock and warrants issued for services	$	-		$	501,080

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

VIRTUAL INTERACTIVE TECHNOLOGIES CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and ~~Six~~Nine Months Ended

~~March~~June 3130, 2024

Note 1. Basis of Presentation

While the information presented in the accompanying ~~March~~June 3130, 2024 condensed consolidated financial statements is unaudited and ~~condensed~~, it includes all adjustments which are, in the opinion of management, necessary to present fairly the consolidated financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America (“US GAAP”). In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with US GAAP have been condensed or omitted. These financial statements should be read in conjunction with the Company’s September 30, 2023 audited consolidated financial statements (and notes thereto). Operating results for the three and ~~six~~nine months ended ~~March~~June 3130, 2024 are not necessarily indicative of the results that can be expected for the year ending ~~September~~ September 30, 2024.

The accompanying unaudited condensed consolidated financial statements herein contain the operations of Virtual Interactive Technologies Corp. (OTCPINK: VRVR), and its wholly-owned subsidiaries Advanced Interactive Gaming Inc. (“AIG Inc.”) and Advanced Interactive Gaming Ltd. (“AIG Ltd”) (collectively, the “Company” or “VIT”). All significant intercompany balances and transactions have been eliminated.

Note 2. Business

Nature of Operations

The Company is a next generation game and metaverse developer that creates immersion experiences by harnessing the latest technologies, including Blockchain and digital assets. The Company’s newly launched brand, Extrosive, is building a metaverse that replaces traditional boring financial experiences with a new paradigm, “global Prosperity space” (“gPs”). This new asset class dynamically augments global and local realities and builds communities of aligned financial values, virtuous economies, and a trusted network. The result would be a metaverse game for the glamourous world of Wall Street, High-Speed trading involving community building, quantified self, and NFTs – a pure adrenal rush! In addition, the Company continues to build on its successful catalog that includes Carmageddon Max Damage, Carmageddon Crashers, Interplanetary: Enhanced Edition, Catch & Release, and Worbitol. The Company also entered into a joint development partnership with Duane Lee “Dog” Chapman, of the “Dog The Bounty Hunter” fame, to develop and promote multiple games across several platforms.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures of contingent assets and liabilities at the dates of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimated.

Cash Equivalents

The Company considers all highly liquid instruments purchased with original maturities of three months or less to be cash equivalents. The Company had no cash equivalents at ~~March~~June 3130, 2024 or September 30, 2023.

Fair Value of Financial Instruments

The Company accounts for fair value measurements in accordance with accounting standard ASC 820-10-50, Fair Value Measurements. ASC 820 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

	-	Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

	-	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

	-	Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

The Company’s financial instruments consist of cash, royalties receivable, accounts payable and accrued liabilities, and notes payable and related party accrued interest payable. The carrying value of these financial instruments approximates fair value due to the short-term nature of the instruments.

Net Income (Loss) Per Share

In accordance with ASC 260 Earnings per Share, the basic net income (loss) per share (“EPS”) is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding during the period, ~~excluding~~ excluding the effects of any potentially dilutive securities. Diluted EPS is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding adjusted on an “if-converted” basis. During the three months ended ~~March~~June 3130, 2024 and 2023, the Company had 270,612 shares, respectively, of Series B Convertible Preferred stock issued and outstanding that are convertible into shares of common stock on a one-for-one basis. During the three months ended ~~March~~June 3130, 2024 and 2023, the Company had ~~250~~500,000 and -0- vested options outstanding respectively. Applying the treasury method, the dilutive effect on the options was ~~160~~250,~~714~~000 shares on ~~March~~June 3130, 2024. In addition, in March 2022 the Company issued two $235,000 convertible notes that are convertible into common shares at $1.25 per share, but due to equity issuances in 2023, the conversion rate adjusted to $0.15 per share. The dilutive effect of these convertible notes was 3,133,333 and 403,303 shares on ~~March~~June 3130, 2024 and 2023 respectively. These potentially dilutive securities were excluded from the EPS computation due to their anti-dilutive effect resulting from the Company’s net losses during the three and nine months ended ~~March~~June 3130, 2024 and 2023.

Stock Based Compensation

We follow ASC Topic 718, Compensation–Stock Compensation, which prescribes accounting and reporting standards for all share-based payment transactions in which employee and non-employee services are acquired. Share-based payments to employees and non-employees, including grants of stock warrants, are recognized as compensation expense in the financial statements based on the stock awards’ fair values on the grant date. That expense is recognized over the period required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). Upon repurchase of the award, any unrecognized compensation, net of cash payments are expensed immediately. Awards forfeited due to unfulfillment of obligations, such as termination of employment prior to the award being fully vested, for no cash or other consideration, are not recognized as an expense and any previously recognized costs are reversed in the period of forfeiture.

Foreign Currency

The Company’s functional currency is the US dollar. With the exception of stockholders’ equity (deficit), all transactions that are originally denominated in foreign currency are translated to US dollars by our international customers, on a monthly basis, when recognized by them and prior to paying royalties to the Company. All royalty revenues that are received and recognized by the Company are recorded in US dollars.

Foreign currency translation gains/losses are recorded in other accumulated comprehensive income (“AOCI”) based on exchange rates prevalent on reporting dates for balance sheet items, and at weighted average exchange rates during the reporting period for the statement of operations. Foreign currency transaction gains/losses are recorded as other income (expense) in the period of settlement. No AOCI items were present during the three and ~~six~~nine months ended ~~March~~June 3130, 2024 and 2023, as all financial statement items were denominated in the US dollar. Gain (losses) from foreign currency transactions during the three months ended ~~March~~June 3130, 2024 and 2023 totaled $~~125~~0 and ($46422), respectively. Gain (losses) from foreign currency transactions during the ~~six~~nine months ended ~~March~~June 3130, 2024 and 2023 totaled ($~~404~~405) and ($16406), respectively.

Concentration of Credit Risk

Some of our US dollar balances are held in a Bermuda bank that is not insured. As of ~~March~~June 3130, 2024 and September 30, 2023, uninsured deposits in the Bermuda bank totaled $250. Our management believes that the financial institution is financially sound, and the risk of loss is low. The Company is in the process of migrating its banking to the institutions in the United States, which are insured by the FDIC up to $250,000.

Income Taxes

The Company did not accrue corporate income taxes for AIG Ltd, as it is incorporated in the country of Bermuda where there is no corporate income tax. The Company has been subject to US Federal and state income taxes commencing the year ended September 30, 2020, due to its business combinations with two US companies.

Deferred taxes for ~~the~~ VRVR (Nevada) and AIG Inc (Colorado) are provided on a liability method in accordance with ASC 740, Income Taxes, ~~whereby~~ whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company evaluates its tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax position will more likely than not be sustained by the applicable tax authority and has determined that there are no significant uncertain tax positions.

Revenue Recognition

The Company follows the guidance contained in ASC 606, Revenue Recognition. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of goods of services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 outlines the following five-step revenue recognition model (along with other guidance impacted by this standard): (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; (5) recognize revenue when or as the entity satisfies a performance obligation.

910

The Company enters into agreements with third-party developers that require us to make payments for game development and production services. In exchange for our payments, we receive the exclusive publishing and distribution rights to the finished game titles as well as, in some cases, the underlying intellectual property rights. The Company has several contracts with video game developers that entitle us to royalty streams as a percentage of revenues generated by the game sales, which vary from contract to contract. As of ~~March~~June 3130, 2024 and 2023, the Company has four royalty contracts with three developers that are generating royalty revenue.

Once a game has been developed and has met the terms of the underlying royalty agreement, the game is released for commercial sales. Per each contract, the Company will receive reports on a regular basis from the game developers’ sales platforms that identify the amount of game sales, from which consideration expected to be collected from the commercial customers is computed based on the applicable royalty percentages. Royalty revenue is based on a percentage of net receipts as defined in each customer agreement and is recognized in accordance with the sale-based royalty provisions of ASC 606, which requires revenue recognition after the subsequent sales occur. The Company’s performance obligation under each royalty contract as an investor in the game is complete once funds are advanced to the gaming developer. Subsequent consideration is then received by the Company from the developers in the amount of the Company’s percentage fee of royalty income (net receipts) received by the customer. Net receipts include all gross revenues received by the customer as a result of sales of the games or related exploitation less certain taxes, refunds, manufacturing costs, freight, and other items specified in the underlying contract.

During the three months ended ~~March~~June 3130, 2024 and 2023, the Company recognized revenue from royalties of $199,~~338~~739 and $3335,~~373~~136, respectively. During the ~~six~~nine months ended ~~March~~June 3130, 2024 and 2023, the Company recognized revenue from royalties of $4959,~~439~~179 and $5388,~~385~~521, respectively.

Allowance for Credit Losses

The Company provides an allowance for doubtful accounts equal to the estimated uncollectible royalties. The Company’s estimate is based on historical collection experience and a review of the current status of royalties receivable. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change and that losses ultimately incurred could differ materially from the amounts estimated in determining the allowance. The Company had royalties receivable of $8089,~~451~~155 and $87,614 at ~~March~~June 3130, 2024 and September 30, 2023, respectively, and has determined that no allowance is necessary.

Going Concern

The accompanying condensed consolidated financial statements have been prepared in conformity with US GAAP, which contemplates the Company’s continuation as a going concern. The Company has not established profitable operations and has incurred significant losses since its inception. The Company’s plan is to grow significantly over the next few years through strategic game development partnerships, through internal game development and through the acquisition of independent game development companies globally.

The Company has taken much of the cash flow from its first royalty agreement and has invested in royalty agreements for the development of several other video games. By continuing to reinvest these royalties into agreements to develop new games, along with actively managing corporate overhead, management’s plan is to substantially increase its video game royalty portfolio and cash flow over the next several years. The Company intends to continue to grow its game portfolio over the next several years, focusing on console games, virtual reality games and mobile games.

There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or debt financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or debt financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail or cease its operations.

1011

Due to uncertainties related to these matters, there exists a substantial doubt about the ability of the Company to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

New Accounting Pronouncements

The Company has evaluated all recently issued or enacted accounting pronouncements, and has determined that all such pronouncements either do not apply or their impact is insignificant to the condensed consolidated financial statements.

Reclassifications

Certain 2023 amounts have been reclassified to conform to the 2024 presentation.

Note 3. Stockholders’ Equity (Deficit)

The Company’s common stock is quoted under the symbol “VRVR” on the OTC Pink tier operated by OTC Markets Group, Inc. To date, an active trading market for the Company’s common stock has not developed.

Treasury Stock

The Company accounts for treasury stock using the cost method. At ~~March~~June 3130, 2024 and September 30, 2023, the Company held 691,250 shares in treasury, at a cost of $45,000.

1112

Common Stock

The Company is authorized to issue 90,000,000 shares of common stock at par value of $0.001. At ~~March~~June 3130, 2024 and September 30, 2023, the Company had 8,942,526 shares issued and 8,251,276 shares outstanding, with 691,250 shares held as treasury stock.

Preferred Stock

The Company is authorized to issue 10,000,000 shares each of Series A and B preferred shares at a par value of $0.01. Series A preferred shares are not convertible, whereas Series B preferred shares are convertible into common stock on a one-for-one basis at the option of the holder and there is no redemption feature.

At ~~March~~June 3130, 2024 and September 30, 2023, the Company had 270,612, for both periods presented, of Series B convertible preferred stock issued and outstanding.

The Company is authorized to issue 10,000,000 Series C convertible preferred shares at a par value of $0.01001. On July 14, 2023 the Company issued 1,200,480 shares of its Series C preferred stock to a private investor for $0.1666 per share, raising an aggregate amount of $200,000. The Series C preferred shares are convertible into common stock on a one-for-one basis at the option of the holder and there is no redemption feature.

Options

In connection with a consulting agreement with the Company’s new Director dated June 5, 2023, the Company issued a ten-year ~~option~~ option to purchase 1,000,000 common shares at $0.15 per share. The option to purchase 250,000 shares vested immediately and the option to purchase an additional 250,000 will vest on the anniversary date of the agreement in each of the following three years. On the date of the grant, the Company valued the option at $148,679 using the Black-Scholes option pricing model with the following assumptions: expected life of the options of 10 years, expected volatility of 163.36%, risk-free rate of 3.66% and no dividend yield. The Company recognized $1827,~~584~~ 876 and $0 37,170 in expense for the ~~six~~nine months ended ~~March~~June 3130, 2024 and 2023 respectively. As of June 30, 2024, the unrecognized portion of the option expense was $74,340.

Schedule of Option Activity

	Underlying Shares		Weighted Average Exercise Price		Weighted Average Term (Years)
Options outstanding at September 30, 2023		1,000,000	$	.15		9.4469
Granted		-		-		-
Exercised		-		-		-
Forfeited		-		-		-
Options outstanding at March 31, 2024		1,000,000	$	.15		9.44
Options outstanding at June 30, 2024		1,000,000	$	.15		8.94
Options exercisable at March 31, 2024		250,000	$	.15		9.44
Options exercisable at June 30, 2024		500,000	$	.15		8.94

The intrinsic value of options outstanding as of ~~March~~June 3130, 2024 was $~~210~~150,000.

Note 4. Notes and Convertible Notes Payable

On March 20, 2019, an unrelated individual loaned VRVR $10,000. The note carries a 6% interest rate and was initially payable March 20, 2020. The maturity date has been amended twice and is now due on March 20, 2025. As of ~~March~~June 3130, 2024 and September 30, 2023, the note balance was $10,000, and accrued interest on the note totaled $3,~~021~~171 and $2,721, respectively.

1213

On March 15, 2022, an unrelated third party loaned VRVR $235,000 that consisted of cash received by the Company in the amount of $217,375 ~~and~~ and an original issue discount of $17,625. This discount is being amortized over the life of the note commencing March 15, 2022. The note carries a 15% annual interest rate and matures on March 15, 2023. For the six months ended March 31, 2024, the Company paid $5,000 to extend the maturity date to March 31, 2024. The note is currently in default; however, we are negotiating an extension. As of ~~March 31~~June 30, 2024 and September 30, 2023, the note balance was $235,000, and the accrued interest was $7687,~~560~~545 and $54,468, respectively. The note is convertible at a price of $1.25 per share.

On March 21, 2022, an unrelated third party, loaned VRVR $235,000 that consisted of cash received by the Company, on April 4, 2022, in the amount of $217,375 and an original issue discount of $17,625. This discount is being amortized over the life of the note commencing March 15, 2022. The note carries a 12% annual interest rate and matures on March 21, 2023. For the six months ended March 31, 2024, the Company paid $5,000 to extend the maturity date to March 31, 2024. The note is currently in default; however, we are negotiating an extension. As of ~~March~~June 3130, 2024 and September 30, 2023, the note balance was $235,000, and the accrued interest was $5764,~~250~~280 and $43,111, respectively. The note is convertible at a price of $1.25 per share.

Debt discount amortization on the above notes totaled $0 ~~and $94,457~~ during the three months ended ~~March~~June 3130, 2024 and 2023~~, respectively~~. Debt discount amortization on the above notes totaled $0 and $207,314 during the ~~six~~nine months ended ~~March~~June 3130, 2024 and 2023, respectively. There was no unamortized debt discount remaining at ~~March~~June 3130, 2024 or September 3130, 2023.

On March 29, 2018, the Company issued a $741,030, unsecured promissory note from the Company’s CEO for funds received for working capital needs. The note carries an interest rate of 6% per annum, compounding annually, and matures on December 31, 2022. All principal and interest are due at maturity and there is no prepayment penalty for early repayment of the note. The note is currently in default; however, in July 2023, this promissory note was purchased by a non-related entity. As of ~~March~~June 3130, 2024 and September 30, 2023, total principal and accrued interest was $1,~~052~~068,~~040~~ 134 and $1,022,592, respectively.

Note 5. Related Party Transactions

As mentioned in Note 4, prior to July 2023, the Company had a note payable to its CEO in the amount of $741,030; however, the note was sold to and is now being held by a non-related entity.

On June ~~March 31~~30, 2024 and September 30, 2023, the Company owed its Chief Financial Officer $2840,000 and $12,000, respectively, for past services to the Company, and these balances are reflected separately in the accompanying condensed consolidated balance sheets as accounts payable, related party.

Note 6. Note Receivable

On December 11, 2019, the Company issued a $25,000, unsecured promissory note receivable to a non-related entity. The note carries an interest rate of 6% per annum and is due on demand. There is no prepayment penalty for early repayment of the note. As of ~~March~~June 3130, 2024 and September 30, 2023 accrued interest was $67,~~838~~212 and $6,086, respectively; however, as of September 30, 2023, the Company recorded a bad debt reserve against the note receivable and interest receivable in the amount of $31,086. AsFor ofthe ~~March~~nine 31months ended June 30, 2024, the Company recorded an additional bad debt reserve of $~~752~~1,126.

Note 7. Subsequent Events

The Company has evaluated all events and transactions occurring subsequent to ~~March~~June 3130, 2024 through the date these condensed ~~consolidated~~ consolidated financial statements were issued and noted no ~~additional~~ events or transactions requiring adjustment or disclosure.

1314

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement about Forward-Looking Statements

This Form 10-Q contains forward-looking statements regarding future events and the Company’s future results that are subject to the safe harbors created under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the Company’s management. Words such as “hopes,” “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “may,” variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of the Company’s future financial performance, and other characterizations of future events or circumstances are forward-looking statements.

The Company is under no duty to update any of these forward-looking statements after the date of this report. You should not place undue reliance on these forward-looking statements.

EXECUTIVE OVERVIEW

Virtual Interactive Technologies Corp. (OTCPINK: VRVR) (“VIT”) or (“the Company”) is a next generation game and metaverse developer that creates immersion experiences by harnessing the latest technologies, including Blockchain and digital assets. The Company’s newly launched brand, Extrosive, is building a metaverse that replaces traditional boring financial experiences with a new paradigm, “global Prosperity space” (“gPs”). This new asset class dynamically augments global and local realities and builds communities of aligned financial values, virtuous economies, and a trusted network. The result would be a metaverse game for the glamourous world of Wall Street, High-Speed trading involving community building, quantified self, and NFTs – a pure adrenal rush! In addition, the Company continues to build on its successful catalog that includes Carmageddon Max Damage, Carmageddon Crashers, Interplanetary: Enhanced Edition, Catch & Release, and Worbitol. The Company also entered into a joint development partnership with Duane Lee “Dog” Chapman, of the “Dog The Bounty Hunter” fame, to develop and promote multiple games across several platforms. For more information, please visit www.vrvrcorp.com.

Results of Operations

The following discussion involves the results of operations for the three and ~~six~~nine months ended ~~March~~June 3130, 2024 and ~~March~~June 3130, 2023.

For the Three Months Ended ~~March~~June 3130, 2024 and 2023

Revenue decreased from $3335,~~373~~136 for the three months ended ~~March~~June 3130, 2023 to $199,~~338~~739 for the three months ended ~~March~~June 3130, 2024. Revenue was derived from royalty interests in five games, Carmageddon Max Damage, Carmageddon Crashers, Catch & Release, Interplanetary: Enhanced Edition and Worbital.

Operating expenses for the three months ended ~~March~~June 3130, 2024 and 2023 were $5743,~~164~~609 and $~~740~~907,~~620~~006, respectively. This decrease was primarily due to to professional fees incurred in the prior period through issuances of stock and warrants that were associated with three vendor contracts.

Other income (expense) for the three months ended ~~March~~June 3130, 2024 and 2023 was ($3234,~~685~~261) and ($~~133~~36,~~499~~196), respectively. This decrease in expense was mainly due to non-cash transactions associated with the amortization of debt discount in the current period of $0 versus $94,457 for the three-month period ended March 31, 2023. Interest expense recorded for the three months ended ~~March~~June 3130, 2024 and 2023 was $3234,~~810 and~~261 ~~$25,792, respectively. Interest expense recorded for related parties for the three months ended March 31, 2024~~ and ~~2023 was~~ $~~0 and $13~~36,~~666~~148, respectively.

For the three months ended ~~March~~June 3130, 2024 we recorded a net loss of $7068,~~511~~131. For the three months ended ~~March~~June 3130, 2023, we recorded a net ~~loss~~ loss of $~~840~~908,~~746~~066. The decrease in loss of $~~770~~839,~~235~~935 was mainly associated with additional operating expenses, debt discount amortization, ~~and~~ and interest expense associated with our related party and convertible notes payable identified above that were incurred in the prior period.

For the ~~Six~~Nine Months Ended ~~March~~June 3130, 2024 and 2023

Revenue decreased from $5388,~~385~~521 for the ~~six~~nine months ended ~~March~~June 3130, 2023 to $4959,~~439~~179 for the ~~six~~nine months ended ~~March~~June 3130, 2024. Revenue was derived from royalty interests in five games, Carmageddon Max Damage, Carmageddon Crashers, Catch & Release, Interplanetary: Enhanced Edition and Worbital.

Operating expense for the ~~six~~nine months ended ~~March~~June 3130, 2024 and 2023 was $~~120~~164,~~854~~463 and $12,~~505~~412,~~623~~629, respectively. This ~~increase~~decrease was primarily due to to professional fees incurred in the prior period through issuances of stock and warrants that were associated with three vendor contracts.

1415

Other income (expense) for the ~~six~~nine months ended ~~March~~June 3130, 2024 and 2023 was ($76110,~~383~~645) and ($~~276~~312,~~124~~320), respectively. This decrease in expense was mainly due to non-cash transactions associated with the amortization of debt discount in the current period of $0 versus $207,314 for the ~~six~~nine-month period ended ~~March~~June 3130, 2023. Interest expense recorded for the ~~six~~nine months ended ~~March~~June 3130, 2024 and 2023 was $75110,~~979~~240 and $4178,~~937~~085, respectively. Interest expense recorded for related parties for the ~~six~~nine months ended ~~March~~June 3130, 2024 and 2023 was $0 and $27,637, respectively.

For the ~~six~~nine months ended ~~March~~June 3130, 2024 we recorded a net loss of $~~147~~215,~~798~~929. For the ~~six~~nine months ended ~~March~~June 3130, 2023, we recorded a net loss of $12,~~728~~636,~~362~~428. The decrease in loss of $12,~~580~~420,~~564~~499 was mainly associated with additional operating expenses, debt discount amortization, and interest expense associated with our related party and convertible notes payable identified above that were incurred in the prior period.

Liquidity and Capital Resources

As of ~~March~~June 3130, 2024, we had cash and cash equivalents of $167,~~913~~630. As of September 30, 2023, we had cash and cash equivalents of $40,829. Working capital was ($1,~~658~~729,~~029~~889) asat of ~~March~~June 3130, 2024 compared to ($1,529,115) at September 30, 2023. The decrease in working capital of $~~128~~200,~~914~~774 was primarily the result of increases in accounts payable and accrued liabilities, and accrued interest payable.

Cash Flows from Operating Activities:

Net cash used in operating activities for the ~~six~~nine months ended ~~March~~June 3130, 2024 and 2023 was $2333,~~916~~199 and $3334,~~807~~546, respectively. The change over the two periods presented was $91,~~891~~347.

Changes in operating activities for the ~~six~~nine months ended ~~March~~June 3130, 2024 included increases in accounts payable and accrued liabilities of $1628,~~157~~158, accounts payable, related party of $1628,000, ~~and~~ interest payable of $65102,~~978~~958, royalty receivable of $1,541, and ~~decreases~~decrease in ~~royalty~~accrued ~~receivable~~interest payable, related party of $72,~~163~~721. The Company also had non-cash expenses of $1827,~~584~~876 in ~~stock~~options issued for services.

Changes in operating activities for the ~~six~~nine months ended ~~March 31~~June 30, 2023 included increases in accounts payable of $3820,~~477~~438, interest receivable of $~~748~~1,122, ~~royalties~~accounts payable, related party receivable of $2010,~~135~~500, and interest payable, ~~related party~~ of $2793,~~637~~222, and ~~interest~~decrease ~~payable~~in royalty receivable of $3123,~~940~~642. The Company ~~also~~ also had non-cash expenses of $1494,~~875~~375 in stock issued for services, $12,~~395~~116,~~195~~343 in amortization of stock and warrants issued for prepaid services, ~~and~~ debt discount amortization of $207,314, and options issued for services of $37,170.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of our disclosure controls and procedures as of ~~March~~June 3130, 2024. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive and Financial Officer.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Based upon that evaluation, our Chief Executive and Financial Officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the ~~six~~nine months ended ~~March~~June 3130, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

1516

PART II

Item 6. Exhibits

Exhibits

3.1		Articles of Incorporation (1)
3.2		Amended Articles of Incorporation (1)
3.3		Bylaws (1)
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1*		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
32.2*		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(1) Incorporated by reference to the same exhibit filed with the Company’s registration statement on Form S-1 (File #333-190265).

* Provided herewith

1617

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on the ~~6th~~16th day of ~~June~~August, 2024.

	VIRTUAL INTERACTIVE TECHNOLGIES CORP.

	By:	/s/ Jason D. Garber
		Jason D. Garber
		Principal Executive Officer

	By:	/s/ James W. Creamer III
		James W. Creamer III
		Principal Financial and Accounting Officer

1718

Filing Compare · VIRTUAL INTERACTIVE TECHNOLOGIES CORP.