Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 June 30, 2023

☐	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: 8,151,534 shares of common stock as of August 17, 2023.

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’ Equity (Deficit)	5
Unaudited Condensed Consolidated Statements of Cash Flows	7
Notes to Unaudited Condensed Consolidated Financial Statements	8-14
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15-16
Item 4. Controls and Procedures	16

Part II. Other Information
Item 6. Exhibits	17

Part III. Signatures	18

Virtual Interactive Technologies Corp.

Condensed Consolidated Balance Sheets

As of June 30, 2023 and September 30, 2022

(UNAUDITED)

	June 30, 2023			September 30, 2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,832		$	36,378
Royalties receivable		82,214			83,644
Interest receivable		5,708			4,586
Note receivable		25,000			25,000
Prepaid expenses		-			1,956,215
Total current assets		114,754			2,105,823

TOTAL ASSETS	$	114,754		$	2,105,823

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	110,529		$	34,591
Interest payable, related party		-			223,940
Interest payable		350,843			34,129
Notes payable, related party		-			741,030
Notes payable		741,030			-
Convertible notes payable, net of discounts		470,000			262,686
Total current liabilities		1,672,402			1,296,376

LONG-TERM LIABILITIES:
Notes payable		10,000			10,000
Interest payable		2,569			2,121

Total long-term liabilities		12,569			12,121
Total liabilities		1,684,971			1,308,497

Commitments and contingencies		-			-

STOCKHOLDERS’ EQUITY (DEFICIT)
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
Preferred stock value
Common stock, $0.001 par value; 90,000,000 shares authorized, 8,842,784 shares issued and 8,151,534 shares outstanding at June 30, 2023, and 8,100,284 shares issued and 8,059,034 outstanding as of September 30, 2022		8,151			8,059
Additional paid-in-capital		5,495,390			7,595,246
Treasury stock (691,250 and 41,250 shares at June 30, 2023 and September 30, 2022, respectively, $0 cost)		-			-
Accumulated deficit		(7,076,964	)		(6,809,185	)
Total stockholders’ equity (deficit)		(1,570,217	)		797,326
Total liabilities and stockholders’ equity (deficit)	$	114,754		$	2,105,823

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 nine months ended June 30, 2023 and 2022

(UNAUDITED)

	2023			2022			2023			2022
	For the three months ended,						For the nine months ended,
	June 30,			June 30,			June 30,			June 30,
	2023			2022			2023			2022

Revenue – royalties	$	35,136		$	20,689		$	110,733		$	80,719

Operating expenses:
Professional fees		(1,480,843	)		254,364			(28,426	)		486,057
Marketing and advertising		37,056			255,550			85,098			314,485
Research and development		-			16,539			-			16,539
General, administrative and selling		4,356			13,368			9,520			36,337
Total operating expenses		(1,439,431	)		539,821			66,192			853,418

Income (loss) from operations		1,474,567			(519,132	)		44,541			(772,699	)

Other income (expense)
Other income		374			449			1,122			1,347
Amortization of debt discount		-			(117,764	)		(207,314	)		(310,203	)
Interest expense, related party		-			(14,084	)		(27,637	)		(42,373	)
Interest expense		(36,148	)		(16,741	)		(78,085	)		(32,784	)
Loss from foreign currency transactions		(422	)		(79	)		(406	)		(650	)
Total other income (expense)		(36,196	)		(148,219	)		(312,320	)		(384,663	)

Net income (loss)	$	1,438,371		$	(667,351	)	$	(267,779	)	$	(1,157,362	)

Income (loss) per share -
Basic	$	0.17		$	(0.06	)	$	(0.03	)	$	(0.16	)
Diluted	$	0.16		$	(0.06	)	$	(0.03	)	$	(0.16	)

Weighted average number of shares outstanding –
Basic		8,320,435			7,369,188			8,266,314			7,083,577
Diluted		9,195,031			7,369,188			9,140,910			7,083,577

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 nine months ended June 30, 2023 and 2022

(UNAUDITED)

For the three months ended June 30, 2023

	Shares		Par Value		Shares		Par Value		Shares			Par Value			Capital			Shares		Cost		Deficit			Deficit
	Preferred Stock														Additional										Total
	Series A				Series B Convertible				Common Stock						Paid In			Treasury Stock				Accumulated			Stockholders’
	Shares		Par Value		Shares		Par Value		Shares			Par Value			Capital			Shares		Cost		Deficit			Deficit
Balance March 31,2022		50,000	$	500		270,612	$	2,706		8,271,534		$	8,271		$	8,271,118			41,250	$	-	$	(8,515,335	)	$	(232,740	)

Stock issued for services		-		-		-		-		530,000			530			78,970			-		-		-			79,500

Redemption of stock issued for prepaid services		-		-		-		-		(650,000	)		(650	)		(1,242,350	)		650,000		-		-			(1,243,000	)

Redemption of warrants issued for prepaid services		-		-		-		-		-			-			(1,649,518	)		-		-		-			(1,649,518	)

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

Net loss		-		-		-		-		-			-			-			-		-		1,438,371			1,438,371

Balance, June 30, 2023		50,000	$	500		270,612	$	2,706		8,151,534		$	8,151		$	5,495,390			691,250	$	-	$	(7,076,964	)	$	(1,570,217	)

For the three months ended June 30, 2022

	Preferred Stock														Additional									Total
	Series A				Series B Convertible						Common Stock				Paid In		Treasury Stock				Accumulated			Stockholders’
	Shares		Par Value		Shares			Par Value			Shares		Par Value		Capital		Shares		Cost		Deficit			Deficit
Balance March 31,2022		50,000	$	500		595,612		$	5,956			7,001,534	$	7,002	$	4,817,495		41,250	$	-	$	(5,629,087	)	$	(798,134	)

Stock issued for commitment fee debt discount on note payable		-		-		-			-			82,500		82		206,168		-		-		-			206,250

Stock issued for cash		-		-		-			-			30,000		30		37,470		-		-		-			37,500

Conversion of preferred B stock to common stock		-		-		(325,000	)		(3,250	)		325,000		325		2,925		-		-		-			-

Stock issued for services		-		-		-			-			160,000		160		287,840		-		-		-			288,000

Net loss		-		-		-			-			-		-		-		-		-		(667,351	)		(667,351	)

Balance, June 30, 2022		50,000	$	500		270,612		$	2,706			7,599,034	$	7,599	$	5,351,898		41,250	$	-	$	(6,296,438	)	$	(933,735	)

For the nine months ended June 30, 2023

	Preferred Stock														Additional										Total
	Series A				Series B Convertible				Common Stock						Paid-In			Treasury Stock				Accumulated			Stockholders’
	Shares		Par Value		Shares		Par Value		Shares			Par Value			Capital			Shares		Cost		Deficit			Deficit
Balance September 30, 2022		50,000	$	500		270,612	$	2,706		8,059,034		$	8,059		$	7,595,246			41,250	$	-	$	(6,809,185	)	$	797,326

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	)		(1,242,350	)		650,000		-		-			(1,243,000	)

Redemption of warrants issued for prepaid services		-		-		-		-		-			-			(1,649,518	)		-		-		-			(1,649,518	)

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

Net loss		-		-		-		-		-			-			-			-		-		(267,779	)		(267,779	)

Balance, June 30, 2023		50,000	$	500		270,612	$	2,706		8,151,534		$	8,151		$	5,495,390			691,250	$	-	$	(7,076,964	)	$	(1,570,217	)

For the nine months ended June 30, 2022

	Preferred Stock																Additional									Total
	Series A				Series B Convertible						Common Stock						Paid-In		Treasury Stock				Accumulated			Stockholders’
	Shares		Par Value		Shares			Par Value			Shares			Par Value			Capital		Shares		Cost		Deficit			Deficit
Balance September 30, 2021		50,000	$	500		595,612		$	5,956			6,900,284		$	6,900		$	4,518,347		-	$	-	$	(5,139,076	)	$	(607,373	)

Stock issued for services		-		-		-			-			220,000			220			380,780		-		-		-			381,000

Stock issued for cash		-		-		-			-			30,000			30			37,470		-		-		-			37,500

Stock issued for commitment fee debt discount on note payable		-		-		-			-			165,000			165			412,335		-		-		-			412,500

Redemption of previously issued commitment shares		-		-		-			-			(41,250	)		(41	)		41		41,250		-		-			-

Conversion of preferred B stock to common stock		-		-		(325,000	)		(3,250	)		325,000			325			2,925		-		-		-			-

Net loss		-		-		-			-			-			-			-		-		-		(1,157,362	)		(1,157,362	)

Balance, June 30, 2022		50,000	$	500		270,612		$	2,706			7,599,034		$	7,599		$	5,351,898		41,250	$	-	$	(6,296,438	)	$	(933,735	)

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 Nine Months Ended June 30, 2023 and 2022

(UNAUDITED)

	June 30, 2023			June 30, 2022
	For the nine months ended,
	June 30, 2023			June 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(267,779	)	$	(1,157,362	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock issued for services		94,375			381,000
Amortization of debt discount		207,314			310,203
Net reversal of amortization of prepaid stock-based compensation		(275,094	)		-
Options issued for services		37,170
Changes in operating assets and operating liabilities:
Interest receivable		(1,122	)		(1,347	)
Royalties receivable		1,430			26,202
Accounts payable and accrued liabilities		75,938			(34,714	)
Accrued interest payable, related party		-			42,372
Accrued interest payable		93,222			18,016
Net cash used in operating activities		(34,546	)		(415,630	)

CASH FLOWS FROM INVESTING ACTIVITIES:		-			-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable		-			434,750
Proceeds from sale of common stock		-			37,500
Payment on notes payable, related parties		-			(235,000	)
Net cash provided by financing activities		-			237,250

Net change in cash and cash equivalents		(34,546	)		(178,380	)

Cash and cash equivalents, beginning of period		36,378			251,064

Cash and cash equivalents, end of period	$	1,832		$	72,684

Supplemental disclosure of cash flow information:
Interest paid	$	-		$	14,769
Income taxes paid	$	-		$	-
Non-cash Investing and Financing Activities:
Debt discount on notes payable	$	-		$	35,250
Stock issued for commitment fee debt discount on note payable	$	-		$	412,500
Common stock issued for prepaid services	$	298,000		$	-
Redemption of common stock and warrants issued for prepaid services	$	2,892,518			-
Warrants issued for prepaid services	$	363,209		$	-

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 Nine Months Ended

June 30, 2023

Note 1. Basis of Presentation

While the information presented in the accompanying June 30, 2023 financial statements is unaudited and condensed, it includes all adjustments which are, in the opinion of management, necessary to present fairly the 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 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, 2022 audited financial statements (and notes thereto). Operating results for the three and nine months ended June 30, 2023 are not necessarily indicative of the results that can be expected for the year ending September 30, 2023.

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 amounts 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 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 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 June 30, 2023 or September 30, 2022.

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, notes receivable and related accrued interest receivable, accounts payable and accrued expenses, and notes payable and related 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 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 and nine months ended June 30, 2023 and 2022, the Company had 270,612 and 595,612 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 and nine month ended June 30, 2023 and 2022, the Company had 250,000 and -0- vested options outstanding respectively. Applying the treasury method, the dilutive effect on the options was 160,714 shares on June 30, 2023. In addition, in March 2022 the Company issued two $235,000 convertible notes that are convertible into common shares at $1.25 per share. The dilutive effect of these convertible notes was 443,270 and 403,303 shares on June 30, 2023 and 2022 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 months ended June 30, 2022, and nine months ended June 30, 2023 and 2022.

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 nine months ended June 30, 2023 and 2022, as all financial statement items were denominated in the US dollar. Losses from foreign currency transactions during the three months ended June 30, 2023 and 2022 totaled $422 and $79, respectively, and $406 and $650 during the nine months ended June 30, 2023 and 2022, respectively.

Concentration of Credit Risk

Some of our US dollar balances are held in a Bermuda bank that is not insured. As of June 30, 2023 and September 30, 2022, uninsured deposits in the Bermuda bank totaled $250 and $20,495, respectively. 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 all of its banking to the institutions in the United States, which are insured by the FDIC up to $250,000.

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.

Revenue - Royalties

The Company enters into agreements with third-party developers that require us to make payments for game development and production services. In exchange for our payments, we receive the exclusive publishing and distribution rights to the finished game titles as well as, in some cases, the underlying intellectual property rights. The Company has several contracts with video game developers that entitle us to royalty streams as a percentage of revenues generated by the game sales, which vary from contract to contract. As of June 30, 2023, the Company has four royalty contracts with three developers that are generating royalty revenue.

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

During the three months ended June 30, 2023 and 2022, the Company recognized revenue from royalties of $35,136 and $20,689, respectively. During the nine months ended June 30, 2023 and 2022, the Company recognized revenue from royalties of $110,733 and $80,719, respectively.

Royalties Receivable

The Company provides an allowance for doubtful accounts equal to the estimated uncollectible royalties. The Company’s estimate is based on historical collection experience and a review of the current status of royalties receivable. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change and that losses ultimately incurred could differ materially from the amounts estimated in determining the allowance. The Company had royalties receivable of $82,214 and $83,644 at June 30, 2023 and September 30, 2022, respectively, and has determined that no allowance is necessary.

Going Concern

The accompanying 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.

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 financial statements.

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. During the three months ended June 30, 2022, the Company acquired 41,250 shares at $0 cost of its then-issued and outstanding common stock pursuant to a claw-back provision in one of its notes payable (Note 4). At June 30, 2023 and September 30, 2022, the Company held these shares in the treasury.

During the three months ended June 30, 2023, the Company acquired 200,000 shares at a $0 cost of its then-issued and outstanding common stock pursuant to a termination agreement dated May 17, 2023, regarding an agreement dated October 26, 2022. Under the termination agreement, 200,000 shares that had been previously granted by the Company were returned to the Company treasury. On July 5, 2023, the Company acquired 450,000 shares at $0 cost pursuant to a termination agreement with two groups due to non-performance on an agreement dated August 16, 2022 (see Note 7). Because the non-performance was apparent on June 30, 2023, this transaction was deemed to be a type 1 subsequent event. As such, the accounting treatment was reflected retroactively to June 30, 2023, and 450,000 shares were returned to the treasury.

At June 30, 2023 and September 30, 2022, the Company held 691,250 and 41,250 shares in treasury at $0 cost.

Common Stock

The Company is authorized to issue 90,000,000 shares of common stock at par value of $0.001. On June 30, 2023, the Company had 8,842,784 shares issued and 8,151,534 shares outstanding, with 941,250 shares held as treasury stock. On September 30, 2022, the Company had 8,100,284 shares issued and 8,059,034 shares outstanding, with 41,250 shares held as treasury stock.

On August 16, 2022, the Company entered into a one-year agreement with two groups to assist the Company with creating interactive gaming and entertainment experiences, including metaverse, utilizing blockchain and Non-Fungible Tokens, as well as assisting the Company with investor and public relations. As part of the agreement, each group received 225,000 shares which were valued at $2.10 per share and a total expense of $945,000 was recorded as prepaid expense and was to be amortized over the life of the contract. On July 5, 2023, the Company entered into a termination agreement with these two groups due to non-performance, whereby the shares were returned to the Company’s treasury (see Note 7). Because the non-performance was apparent on June 30, 2023, this transaction was deemed to be a type 1 subsequent event. As such, the accounting treatment was reflected retroactively to June 30, 2023 and 450,000 shares were returned to the treasury. The parties negotiated a cash payment of $45,000 for services rendered, which was expensed during the nine months ended June 30, 2023 and is reflected in accounts payable and accrued liabilities at June 30, 2023. Under ASC Topic 718 Compensation - Stock Compensation, awards forfeited due to unfulfillment of obligations are not recognized as an expense, and any previously recognized costs are reversed in the period of forfeitures. No additional amortization of the prepaid expense was recorded during the three months ended June 30, 2023, and the previously-recorded expense from the contract’s inception through March 31, 2023 of $587,712 was reversed on June 30, 2023 and reflected as a reduction to professional fees in the consolidated statements of operations.

On October 26, 2022, the Company entered into a one-year agreement with a group to assist the Company with creating a customized positive investment image and communicate that image to the investment community. As part of the agreement, they received 200,000 shares which were valued at $1.49 per share and a total of $298,000 was recorded as prepaid expense to be amortized over the life of the contract. On May 17, 2023, the Company entered into a termination agreement due to non-performance, whereby the 200,000 shares were returned to the Company’s treasury. Under ASC Topic 718 Compensation - Stock Compensation, awards forfeited due to unfulfillment of obligations are not recognized as an expense, and any previously recognize costs are reversed in the period of forfeitures. No additional amortization of the prepaid expense was recorded during the three months ended June 30, 2023, and the previously-recorded expense from the contract’s inception through March 31, 2023 of $127,364 was reversed on June 30, 2023 and reflected as a reduction to professional fees in the consolidated statements of operations.

On November 28, 2022, the Company entered into a four-month agreement with a group to assist the Company with product awareness program and to conduct customer lead generation activities. Under the agreement the Company agreed to issue the group 12,500 shares during each month of the agreement. During the three months ended December 31, 2022, the Company issued 12,500 shares of common stock, which were valued at $1.19 per share. The total expense recognized for the three months ended December 31, 2022 was $14,875. Work on this contract was temporarily paused after one month so no further payments were made, and the Company is currently renegotiating the contract with the vendor.

On June 5, 2023, the Company’s Board of Directors approved the grant of 530,000 shares of common stock in total to three contractors and to three directors. The shares were valued at $0.15 per share, which was the closing price of the Company’s stock on the grant date. An expense of $79,500 was recognized for the quarter ended June 30, 2023.

Preferred Stock

The Company is authorized to issue 10,000,000 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 June 30, 2023 and September 30, 2022, the Company had 50,000 shares of Series A preferred stock and 270,612 shares of Series B convertible preferred stock issued and outstanding.

Warrants

In connection with the August 16, 2022 agreements under “Common Stock” above, the Company issued one-year warrant to purchase 225,000 common shares at $1.00 and a two-year warrant to purchase 225,000 common shares at $1.00. On the date of the grant, the Company elected to treat the warrants as a single award, and valued the warrants of 1 and 2 years, expected volatility of 109.88%, risk-free rate of 3.28% and no dividend yield. The total expense of $1,286,309 was being amortized over the life of the contract. On July 5, 2023, the Company entered into a termination agreement with these two groups due to non-performance, whereby the warrants were forfeited. Because the non-performance was apparent at June 30, 2023, this transaction was deemed to be a type 1 subsequent event. As such, the accounting treatment was reflected retroactively to June 30, 2023 and the 900,000 warrants were cancelled. Under ASC Topic 718 Compensation - Stock Compensation, awards forfeited due to unfulfillment of obligations are not recognized as an expense, and any previously recognized costs are reversed in the period of forfeitures. No additional expense was recorded during the three months ended June 30, 2023, and the previously-recorded expense from the contract’s inception through March 31, 2023 of $799,978 was reversed on June 30, 2023 and reflected as a reduction to professional fees in the consolidated statements of operations.

In connection with the October 26, 2022 agreement under “Common Stock” above, the Company issued a one-year warrant to purchase 200,000 common shares at $1.00 and a two-year warrant to purchase 200,000 common shares at $1.00. On the date of the grant, the Company elected to treat the warrants as a single award, and valued the warrants at $363,209 using the Black-Scholes option pricing model with the following assumptions: expected life of the options of 1 and 2 years, expected volatility of 111.16%, risk-free rate of 4.75% and no dividend yield. On May 17, 2023, the Company entered into a termination agreement with the group whereby the 400,000 warrants were cancelled. Under ASC Topic 718 Compensation - Stock Compensation, awards forfeited due to unfulfillment of obligations are not recognized as an expense, and any previously recognize costs are reversed in the period of forfeitures. No additional expense was recorded during the three months ended June 30, 2023, and the previously-recorded expense from the contract’s inception through March 31, 2023 of $155,235 was reversed on June 30, 2023 and reflected as a reduction to professional fees in the consolidated statements of operations.

The following table reflects a summary of Common Stock warrants outstanding and warrant activity during the nine months ended June 30, 2023:

	Underlying Shares			Weighted Average Exercise Price		Weighted Average Term (Years)
Warrants outstanding at September 30, 2022		900,000			1.00		1.38
Granted		400,000			1.00		1.07
Exercised		-			-		-
Forfeited		(1,300,000	)		1.00		-
Warrants outstanding and exercisable at June 30, 2023		-		$	1.00		-

The intrinsic value of warrants outstanding as of June 30, 2023 was $-0-, as the exercise price exceeded the Company’s stock price.

Options

In connection with a consulting agreement with the Company’s new Director dated June 5, 2023, the Company issued a ten-year option to purchase 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 options are being expensed over the vesting period and an expense of $37,170 was recognized during the three months ended June 30, 2023.

Schedule of Option Activity

	Underlying Shares		Weighted Average Exercise Price		Weighted Average Term (Years)
Options outstanding at September 30, 2022		-		-		-
Granted		1,000,000		0.15		9.94
Exercised		-		-		-
Forfeited		-		-		-
Options outstanding at June 30, 2023		1,000,000		0.15		9.94
Options exercisable at June 30, 2023		250,000	$	0.15		9.94

The intrinsic value of options outstanding as of June 30, 2023 was $270,000.

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, and then amended on July 27, 2022 to mature on March 20, 2024. The maturity date has been extended to March 20, 2025. As of June 30, 2023 and September 30, 2022, the note balance was $10,000, and accrued interest on the note totaled $2,569 and $2,121, respectively.

On September 23, 2021, an unrelated third party loaned VRVR $235,000 that consisted of cash received by the Company in the amount of $217,375 and an original issue discount of $17,625. This discount was amortized over the life of the note commencing October 1, 2021. The note carried a 12.5% annual interest rate and matured on March 23, 2022. Under the terms of the agreement, the Company paid any accrued interest on a monthly basis. In addition, under the terms of the agreement, the Company issued 82,500 commitment shares to the holder at $2.00 per share and an expense of $165,000 was applied as an additional discount to the note and amortized over the life of the note. The Company had the right to redeem 41,250 of the commitment shares if the note was repaid on or before the maturity date. On September 30, 2021, principal and accrued interest totaled $235,000 and $571, respectively. On March 23, 2022, the note payable balance of $235,000 and unpaid interest of $1,958 were repaid in full in the amount of $236,958. During the period of October 1, 2021 through March 23, 2022, interest payments totaling $12,811 were made, resulting in $14,769 total interest payments during the nine months ended June 30, 2022, and $0 principal and interest balances at June 30, 2022. As a result of this repayment, 41,250 of the commitment shares were redeemed at $0 cost and are being held in treasury.

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 an original issue discount of $17,625. This discount was amortized over the life of the note commencing March 15, 2022. The note carries a 15% annual interest rate and matured on March 15, 2023. As of June 30, 2023 and September 30, 2022, the note balance was $235,000 and $235,000, respectively, and the accrued interest was $45,584 and $19,218, respectively. The note is convertible at a price of $1.25 per share. As of March 15, 2023, the note was in default. On March 28, 2023, June 9, 2023 and July 13, 2023, the Company paid a total of $10,000 to extend the maturity date to August 31, 2023. These fees are included in interest expense on the statements of operations.

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 was 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. As of June 30, 2023 and September 30, 2022, the note balance was $235,000 and $235,000, respectively, and the accrued interest was $38,503 and $14,911, respectively. The note is convertible at a price of $1.25 per share. As of March 15, 2023, the note was in default. On March 29, 2023 and July 13, 2023, the Company paid a total of $10,000 to extend the maturity date to August 31, 2023. These fees are included in interest expense on the statements of operations.

Debt discount amortization on the above notes totaled $4,570 and $96,376 during the three months ended June 30, 2023 and 2022, respectively. Debt discount amortization on the above notes totaled $207,314 and $310,203 during the nine months ended June 30, 2023 and 2022, respectively. Total unamortized debt discount totaled $0 and $207,314 at June 30, 2023 and September 31, 2022, respectively.

Note 5. Related Party Transactions

Note Payable, Related Party

On March 29, 2018, the Company issued a $750,000, unsecured promissory note to the Company’s CEO for a potential acquisition and working capital. The note carries an interest rate of 6% per annum, compounding annually, and matured on December 31, 2022. All principal and interest were due at maturity and there was no prepayment penalty for early repayment of the note. The Company is currently negotiating new maturity terms of the note. As of June 30, 2023 and September 30, 2022, total balance on the debt was $741,030 and accrued interest totaled $266,756 and $223,940, respectively. On May 10, 2023 the note was transferred to non-related party and as of June 30 2023, it is presented on the consolidated balance sheets as a note payable.

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. As of June 30, 2023 and September 30, 2022 accrued interest was $5,708 and $4,586, respectively.

Note 7. Subsequent Events

The Company evaluated events occurring subsequent to June 30, 2023 through the date the financial statements were issued and noted the following events requiring disclosure:

Termination of Previous Agreement:

On August 16, 2022, the Company had entered into a one-year agreement with two groups to assist the Company with creating interactive gaming and entertainment experiences, including metaverse, utilizing blockchain and Non-Fungible Tokens, as well as assisting the Company with investor and public relations. As part of the agreement, each group received 225,000 shares which were valued at $2.10 per share and a total expense of $945,000 was recorded as prepaid expense to be amortized over the life of the contract. In addition, the Company issued a one-year warrant to purchase 225,000 common shares at $1.00 and a two-year warrant to purchase 225,000 common shares at $1.00.

On July 5, 2023, the parties agreed to terminate the agreement in an agreement and mutual release, the 450,000 shares were returned to the Company’s treasury and the warrants were cancelled. The Company paid each group a fee for services of $22,500 , which was expensed as professional fees. All parties agreed that no further payments or consideration will be due to either of the groups. Because this transaction was deemed to be a type 1 subsequent event, the accounting treatment was reflected retroactively to June 30, 2023, whereby the shares were returned to treasury at $0 cost, the previously-recognized expense of $578,712 was reversed and reflected as a reduction to professional fees, and the $45,000 total payment was recorded in accounts payable.

Unregistered Sales of Equity Securities:

On July 14, 2023 the Company sold 1,200,481 shares of its Series C Preferred Stock to a private investor for $0.1666 per share, raising an aggregate amount of $200,000.

Each Series C preferred share:

	●	is entitled to an annual dividend of $0.01 per share when, as and if declared by the Company’s directors,
	●	does not have any voting rights,
	●	is entitled to $0.10 per share upon any liquidation, distribution or winding up of the Company, and
	●	is convertible into one share of the Company’s common stock.

The Company has evaluated other events subsequent to the balance sheet date through the date these financial statements were issued and determined that there are no events requiring disclosure.

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 nine months ended June 30, 2023 and June 30, 2022.

For the Three Months Ended June 30, 2023 and 2022

Revenue increased slightly from $20,689 for the three months ended June 30, 2022 to $35,136 for the three months ended June 30, 2023. 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 three months ended June 30, 2023 and 2022 was ($1,439,431) and $539,821, respectively. This decrease was primarily due to stock-based compensation redemption of stocks and warrants issued for services under contracts that were terminated due to non-performance during the three months ended June 30, 2023. The reversal of previously-recognized expense resulted in a negative expense balance in professional fees.

Other income (expense) for the three months ended June 30, 2023 and 2022 was ($36,196) and ($148,219), respectively. This decrease in expense was mainly due to non-cash transactions associated with the amortization of debt discount in the amount of $117,764 for the three months ended June 30, 2022. The discount was fully amortized at March 31, 2023, resulting in $0 amortization during the three months ended June 30, 2023.

For the three months ended June 30, 2023 we recorded net income of $1,438,371. For the three months ended June 30, 2022, we recorded a net loss of $667,351. The decrease in loss of $2,105,722 was mainly associated with the redemption of stock and warrants that were issued for services, offset by non-cash transactions associated with the amortization of debt discount in the amount of $117,764 for the three months ended June 30, 2022.

For the Nine Months Ended June 30, 2023 and 2022

Revenue increased from $80,719 for the nine months ended June 30, 2022 to $110,733 for the nine months ended June 30, 2023. 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 nine months ended June 30, 2023 and 2022 was $66,192 and $853,418, respectively. This increase was primarily due to the redemption of stock and warrants issued for services as explained above.

Other income (expense) for the nine months ended June 30, 2023 and 2022 was ($312,320) and ($384,663), respectively. This decrease in expense was mainly due to amortization of debt discount of $207,314 during the nine months ended June 30, 2023 compared to $310,203, offset by an increase in interest expense in the current period to $62,906 versus $32,784 for the nine-month period ended June 30, 2022.

For the nine months ended June 30, 2023 we recorded a net loss of $267,779. For the nine months ended June 30, 2022, we recorded a net loss of $1,157,362. The decrease in loss of $889,583 was mainly associated with the increase in revenue, offset by a decrease in general and administrative expenses identified above, and the impacts of debt discount amortization and interest expense associated with our notes payable.

Liquidity and Capital Resources

As of June 30, 2023 and September 30, 2022, we had cash and cash equivalents of $1,832 and $36,378, respectively. Working capital was $(1,557,648) as of June 30, 2023 compared to $809,447 at September 30, 2022. The decrease in working capital of $2,367,095 was primarily the result of the redemption and reversal of $1,956,215 in prepaid expenses, $92,774 in interest accrued on notes payable, and $207,314 in debt discount amortization during the nine months ended June 30, 2023.

Cash Flows from Operating Activities:

Net cash used in operating activities for the nine months ended June 30, 2023 and 2022 was $34,546 and $415,630, respectively. The change over the two periods presented was $381,084.

Changes in operating activities for the nine months ended June 30, 2023 included increases in accounts payable of $75,938, interest receivable of $1,122 and interest payable of $93,222 offset by a decrease in royalties receivable of $1,430. The Company also had non-cash expenses of $37,170 in options issued for services, stock issued for services of 94,375, debt discount amortization of $207,314, and $275,094 in net reversal of amortization of stock and warrants issued for prepaid services.

Changes in operating activities for the nine months ended June 30, 2022 included increases in interest receivable of $1,347, interest payable, related party of $42,372, and interest payable of $18,016, as well as a decrease in royalty receivable of $26,202 and accounts payable and accrued liabilities of $34,714. The Company also had non-cash expenses of $381,000 for stock issued for services and $310,203 in amortization of stock issued for prepaid services.

Cash Flows from Investing Activities:

The Company had no cash flows from investing activities during the nine months ended June 30, 2023 or 2022.

Cash Flows from Financing Activities:

Net cash provided by financing activities for the nine months ended June 30, 2023 and 2022 was $0 and $237,250, respectively. The change over the two periods presented is due to repayments on notes payable, related parties totaling $235,000 offset by proceeds from notes payable of $434,750 and proceeds from the sale of common stock of $37,500 during the nine months ended June 30, 2022.

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 June 30, 2023. 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 three months ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1. Legal Proceedings

We are not involved in any pending legal proceeding or litigation, and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party, and which would reasonably be likely to have a material adverse effect on our company.

Item 1A. Risk Factors

As a “smaller reporting company,” we are not required to provide the information required by this Item.

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

On July 14, 2023 the Company sold 1,200,481 shares of its Series C Preferred Stock to a private investor for $0.1666 per share, raising an aggregate amount of $200,000. The proceeds are for general and administrative expenses. (See Note 7).

Each Series C preferred share:

	●	is entitled to an annual dividend of $0.01 per share when, as and if declared by the Company’s directors,
	●	does not have any voting rights,
	●	is entitled to $0.10 per share upon any liquidation, distribution or winding up of the Company, and
	●	is convertible into one share of the Company’s common stock.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

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

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 21st day of August 2023.

	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

Exhibit 31.1

CERTIFICATION

I, Jason D. Garber, certify that:

	1.	I have reviewed this quarterly report on Form 10-Q of Virtual Interactive Technologies Corp.;

	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 21, 2023	/s/ Jason D. Garber
	Jason D. Garber
	Principal Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, James W. Creamer III, certify that:

	1.	I have reviewed this quarterly report on Form 10-Q of Virtual Interactive Technologies Corp.;

	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 21, 2023	/s/ James W. Creamer III
	James W. Creamer III
	Principal Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the period ending June 30, 2023 of Virtual Interactive Technologies Corp., a Nevada corporation (the “Company”), as filed with the Securities and Exchange Commission (the “Quarterly Report”), Jason D. Garber, the Principal Executive and Financial Officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

	1.	This Quarterly Report fully complies with the requirements of Section 13(a) or15(d) of the Securities and Exchange Act of 1934, as amended; and

	2.	The information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

August 21, 2023
	/s/ Jason D. Garber
	Jason D. Garber
	Principal Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the period ending June 30, 2023 of Virtual Interactive Technologies Corp., a Nevada corporation (the “Company”), as filed with the Securities and Exchange Commission (the “Quarterly Report”), James W. Creamer III, the Principal Executive and Financial Officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

	1.	This Quarterly Report fully complies with the requirements of Section 13(a) or15(d) of the Securities and Exchange Act of 1934, as amended; and

	2.	The information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

August 21, 2023
	/s/ James W. Creamer III
	James W. Creamer III
	Principal Financial Officer

Cover - shares	9 Months Ended
Cover - shares	Jun. 30, 2023	Aug. 17, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--09-30
Entity Registrant Name	VIRTUAL INTERACTIVE TECHNOLOGIES CORP.
Entity Central Index Key	0001536089
Entity Tax Identification Number	36-4752858
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	600 17th Street
Entity Address, Address Line Two	Suite 2800 South
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80202
City Area Code	(303)
Local Phone Number	228-7120
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		8,151,534

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2023	Sep. 30, 2022
CURRENT ASSETS:
Cash and cash equivalents	$ 1,832	$ 36,378
Royalties receivable	82,214	83,644
Interest receivable	5,708	4,586
Note receivable	25,000	25,000
Prepaid expenses		1,956,215
Total current assets	114,754	2,105,823
TOTAL ASSETS	114,754	2,105,823
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	110,529	34,591
Interest payable	350,843	34,129
Convertible notes payable, net of discounts	470,000	262,686
Total current liabilities	1,672,402	1,296,376
LONG-TERM LIABILITIES:
Notes payable	10,000	10,000
Interest payable	2,569	2,121
Total long-term liabilities	12,569	12,121
Total liabilities	1,684,971	1,308,497
Commitments and contingencies
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, $0.001 par value; 90,000,000 shares authorized, 8,842,784 shares issued and 8,151,534 shares outstanding at June 30, 2023, and 8,100,284 shares issued and 8,059,034 outstanding as of September 30, 2022	8,151	8,059
Additional paid-in-capital	5,495,390	7,595,246
Treasury stock (691,250 and 41,250 shares at June 30, 2023 and September 30, 2022, respectively, $0 cost)
Accumulated deficit	(7,076,964)	(6,809,185)
Total stockholders’ equity (deficit)	(1,570,217)	797,326
Total liabilities and stockholders’ equity (deficit)	114,754	2,105,823
Series A Preferred Stock [Member]
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock value	500	500
Series B Convertible Preferred Stock [Member]
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock value	2,706	2,706
Nonrelated Party [Member]
CURRENT LIABILITIES:
Interest payable		223,940
Notes payable		741,030
Related Party [Member]
CURRENT LIABILITIES:
Notes payable	$ 741,030

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Jun. 30, 2023	Sep. 30, 2022
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	90,000,000	90,000,000
Common stock, shares issued	8,842,784	8,100,284
Common stock, shares outstanding	8,151,534	8,059,034
Treasury stock, shares	691,250	41,250
Treasury stock, cumulative cost	$ 0	$ 0
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	50,000	50,000
Preferred stock, shares outstanding	50,000	50,000
Series B Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	270,612	270,612
Preferred stock, shares outstanding	270,612	270,612

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Defined Benefit Plan Disclosure [Line Items]
Revenue – royalties	$ 35,136	$ 20,689	$ 110,733	$ 80,719
Operating expenses:
Professional fees	(1,480,843)	254,364	(28,426)	486,057
Marketing and advertising	37,056	255,550	85,098	314,485
Research and development		16,539		16,539
General, administrative and selling	4,356	13,368	9,520	36,337
Total operating expenses	(1,439,431)	539,821	66,192	853,418
Income (loss) from operations	1,474,567	(519,132)	44,541	(772,699)
Other income (expense)
Other income	374	449	1,122	1,347
Amortization of debt discount		(117,764)	(207,314)	(310,203)
Interest expense	(36,148)	(16,741)	(78,085)	(32,784)
Loss from foreign currency transactions	(422)	(79)	(406)	(650)
Total other income (expense)	(36,196)	(148,219)	(312,320)	(384,663)
Net income (loss)	$ 1,438,371	$ (667,351)	$ (267,779)	$ (1,157,362)
Income (loss) per share -
Basic	$ 0.17	$ (0.06)	$ (0.03)	$ (0.16)
Diluted	$ 0.16	$ (0.06)	$ (0.03)	$ (0.16)
Weighted average number of shares outstanding –
Basic	8,320,435	7,369,188	8,266,314	7,083,577
Diluted	9,195,031	7,369,188	9,140,910	7,083,577
Related Party [Member]
Other income (expense)
Interest expense, related party		$ (14,084)	$ (27,637)	$ (42,373)

Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member] Series B Convertible Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock, Common [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Sep. 30, 2021	$ 500	$ 5,956	$ 6,900	$ 4,518,347		$ (5,139,076)	$ (607,373)
Beginning balance, shares at Sep. 30, 2021	50,000	595,612	6,900,284
Stock issued for services			$ 220	380,780			381,000
Stock issued for services, shares			220,000
Net loss						(1,157,362)	(1,157,362)
Stock issued for commitment fee debt discount on note payable			$ 165	412,335			412,500
Stock issued for commitment fee debt discount on notes payable, shares			165,000
Stock issued for cash			$ 30	37,470			37,500
Stock issued for cash, shares			30,000
Conversion of preferred B stock to common stock		$ (3,250)	$ 325	2,925
Conversion of preferred B stock to common stock, shares		(325,000)	325,000
Redemption of previously issued commitment shares			$ (41)	41
Redemption of previously issued commitment shares, shares			(41,250)		41,250
Ending balance, value at Jun. 30, 2022	$ 500	$ 2,706	$ 7,599	5,351,898		(6,296,438)	(933,735)
Ending balance, shares at Jun. 30, 2022	50,000	270,612	7,599,034		41,250
Beginning balance, value at Mar. 31, 2022	$ 500	$ 5,956	$ 7,002	4,817,495		(5,629,087)	(798,134)
Beginning balance, shares at Mar. 31, 2022	50,000	595,612	7,001,534		41,250
Stock issued for services			$ 160	287,840			288,000
Stock issued for services, shares			160,000
Net loss						(667,351)	(667,351)
Stock issued for commitment fee debt discount on note payable			$ 82	206,168			206,250
Stock issued for commitment fee debt discount on notes payable, shares			82,500
Stock issued for cash			$ 30	37,470			37,500
Stock issued for cash, shares			30,000
Conversion of preferred B stock to common stock		$ (3,250)	$ 325	2,925
Conversion of preferred B stock to common stock, shares		(325,000)	325,000
Ending balance, value at Jun. 30, 2022	$ 500	$ 2,706	$ 7,599	5,351,898		(6,296,438)	(933,735)
Ending balance, shares at Jun. 30, 2022	50,000	270,612	7,599,034		41,250
Beginning balance, value at Sep. 30, 2022	$ 500	$ 2,706	$ 8,059	7,595,246		(6,809,185)	797,326
Beginning balance, shares at Sep. 30, 2022	50,000	270,612	8,059,034		41,250
Stock issued for services			$ 542	93,833			94,375
Stock issued for services, shares			542,500
Redemption of stock issued for prepaid services			$ (650)	(1,242,350)			(1,243,000)
Redemption of stock issued for prepaid services, shares			(650,000)
Redemption of warrants issued for prepaid services				(1,649,518)			(1,649,518)
Options issued for services				37,170			37,170
Net loss						(267,779)	(267,779)
Common stock issued for prepaid services			$ 200	297,800			298,000
Common stock issued for prepaid services, shares			200,000
Warrants issued for prepaid services				363,209			363,209
Ending balance, value at Jun. 30, 2023	$ 500	$ 2,706	$ 8,151	5,495,390		(7,076,964)	(1,570,217)
Ending balance, shares at Jun. 30, 2023	50,000	270,612	8,151,534		691,250
Beginning balance, value at Mar. 31, 2023	$ 500	$ 2,706	$ 8,271	8,271,118		(8,515,335)	(232,740)
Beginning balance, shares at Mar. 31, 2023	50,000	270,612	8,271,534		41,250
Stock issued for services			$ 530	78,970			79,500
Stock issued for services, shares			530,000
Redemption of stock issued for prepaid services			$ (650)	(1,242,350)			(1,243,000)
Redemption of stock issued for prepaid services, shares			(650,000)
Redemption of warrants issued for prepaid services				(1,649,518)			(1,649,518)
Options issued for services				37,170			37,170
Net loss						1,438,371	1,438,371
Ending balance, value at Jun. 30, 2023	$ 500	$ 2,706	$ 8,151	$ 5,495,390		$ (7,076,964)	$ (1,570,217)
Ending balance, shares at Jun. 30, 2023	50,000	270,612	8,151,534		691,250

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (267,779)	$ (1,157,362)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock issued for services	94,375	381,000
Amortization of debt discount	207,314	310,203
Net reversal of amortization of prepaid stock-based compensation	(275,094)
Options issued for services	37,170
Changes in operating assets and operating liabilities:
Interest receivable	(1,122)	(1,347)
Royalties receivable	1,430	26,202
Accounts payable and accrued liabilities	75,938	(34,714)
Accrued interest payable, related party		42,372
Accrued interest payable	93,222	18,016
Net cash used in operating activities	(34,546)	(415,630)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable		434,750
Proceeds from sale of common stock		37,500
Payment on notes payable, related parties		(235,000)
Net cash provided by financing activities		237,250
Net change in cash and cash equivalents	(34,546)	(178,380)
Cash and cash equivalents, beginning of period	36,378	251,064
Cash and cash equivalents, end of period	1,832	72,684
Supplemental disclosure of cash flow information:
Interest paid		14,769
Income taxes paid
Non-cash Investing and Financing Activities:
Debt discount on notes payable		35,250
Stock issued for commitment fee debt discount on note payable		412,500
Common stock issued for prepaid services	298,000
Redemption of common stock and warrants issued for prepaid services	2,892,518
Warrants issued for prepaid services	$ 363,209

Basis of Presentation

9 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

Note 1. Basis of Presentation

Business

9 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Business

Note 2. Business

Nature of Operations

Use of Estimates

Cash Equivalents

Fair Value of Financial Instruments

	-	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.

Net Income (Loss) Per Share

Stock Based Compensation

Foreign Currency

Concentration of Credit Risk

Revenue Recognition

Revenue - Royalties

Royalties Receivable

Going Concern

New Accounting Pronouncements

Stockholders’ Equity (Deficit)

9 Months Ended

Jun. 30, 2023

Equity [Abstract]

Stockholders’ Equity (Deficit)

Note 3. Stockholders’ Equity (Deficit)

Treasury Stock

At June 30, 2023 and September 30, 2022, the Company held 691,250 and 41,250 shares in treasury at $0 cost.

Common Stock

Preferred Stock

At June 30, 2023 and September 30, 2022, the Company had 50,000 shares of Series A preferred stock and 270,612 shares of Series B convertible preferred stock issued and outstanding.

Warrants

The following table reflects a summary of Common Stock warrants outstanding and warrant activity during the nine months ended June 30, 2023:

	Underlying Shares			Weighted Average Exercise Price		Weighted Average Term (Years)
Warrants outstanding at September 30, 2022		900,000			1.00		1.38
Granted		400,000			1.00		1.07
Exercised		-			-		-
Forfeited		(1,300,000	)		1.00		-
Warrants outstanding and exercisable at June 30, 2023		-		$	1.00		-

The intrinsic value of warrants outstanding as of June 30, 2023 was $-0-, as the exercise price exceeded the Company’s stock price.

Options

Schedule of Option Activity

	Underlying Shares		Weighted Average Exercise Price		Weighted Average Term (Years)
Options outstanding at September 30, 2022		-		-		-
Granted		1,000,000		0.15		9.94
Exercised		-		-		-
Forfeited		-		-		-
Options outstanding at June 30, 2023		1,000,000		0.15		9.94
Options exercisable at June 30, 2023		250,000	$	0.15		9.94

The intrinsic value of options outstanding as of June 30, 2023 was $270,000.

Notes and Convertible Notes Payable

9 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Notes and Convertible Notes Payable

Note 4. Notes and Convertible Notes Payable

Related Party Transactions

9 Months Ended

Jun. 30, 2023

Related Party Transactions

Note 5. Related Party Transactions

Note Payable, Related Party

Note Receivable

9 Months Ended

Jun. 30, 2023

Note Receivable

Note Receivable

Note 6. Note Receivable

Subsequent Events

9 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 7. Subsequent Events

The Company evaluated events occurring subsequent to June 30, 2023 through the date the financial statements were issued and noted the following events requiring disclosure:

Termination of Previous Agreement:

Unregistered Sales of Equity Securities:

On July 14, 2023 the Company sold 1,200,481 shares of its Series C Preferred Stock to a private investor for $0.1666 per share, raising an aggregate amount of $200,000.

Each Series C preferred share:

	●	is entitled to an annual dividend of $0.01 per share when, as and if declared by the Company’s directors,
	●	does not have any voting rights,
	●	is entitled to $0.10 per share upon any liquidation, distribution or winding up of the Company, and
	●	is convertible into one share of the Company’s common stock.

The Company has evaluated other events subsequent to the balance sheet date through the date these financial statements were issued and determined that there are no events requiring disclosure.

Business (Policies)

9 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Nature of Operations

Use of Estimates

Cash Equivalents

Fair Value of Financial Instruments

	-	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.

Net Income (Loss) Per Share

Stock Based Compensation

Foreign Currency

Concentration of Credit Risk

Revenue Recognition

Revenue - Royalties

Royalties Receivable

Going Concern

New Accounting Pronouncements

Stockholders’ Equity (Deficit) (Tables)

9 Months Ended

Jun. 30, 2023

Equity [Abstract]

Schedule of Common Stock Warrants Outstanding and Warrant Activity

The following table reflects a summary of Common Stock warrants outstanding and warrant activity during the nine months ended June 30, 2023:

	Underlying Shares			Weighted Average Exercise Price		Weighted Average Term (Years)
Warrants outstanding at September 30, 2022		900,000			1.00		1.38
Granted		400,000			1.00		1.07
Exercised		-			-		-
Forfeited		(1,300,000	)		1.00		-
Warrants outstanding and exercisable at June 30, 2023		-		$	1.00		-

Schedule of Option Activity

	Underlying Shares		Weighted Average Exercise Price		Weighted Average Term (Years)
Options outstanding at September 30, 2022		-		-		-
Granted		1,000,000		0.15		9.94
Exercised		-		-		-
Forfeited		-		-		-
Options outstanding at June 30, 2023		1,000,000		0.15		9.94
Options exercisable at June 30, 2023		250,000	$	0.15		9.94

Business (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended		9 Months Ended
Business (Details Narrative) - USD ($)	Jun. 30, 2023	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2022
Property, Plant and Equipment [Line Items]
Cash equivalents	$ 0		$ 0		$ 0		$ 0
Number of shares issued value		$ 235,000				$ 412,500
Share price		$ 1.25
Gain (Loss), Foreign Currency Transaction, before Tax			422	$ 79	406	650
Revenue from royalties			35,136	$ 20,689	110,733	$ 80,719
Royalties receivable	82,214		82,214		82,214		83,644
Maximum [Member]
Property, Plant and Equipment [Line Items]
Cash, FDIC insured amount	250,000		250,000		250,000
Bermuda Bank [Member]
Property, Plant and Equipment [Line Items]
Cash, uninsured deposits	$ 250		$ 250		$ 250		$ 20,495
Equity Option [Member]
Property, Plant and Equipment [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number	1,000,000		1,000,000	0	1,000,000	0
Equity Option [Member] \| Common Stock [Member]
Property, Plant and Equipment [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number	250,000		250,000		250,000
Series B Convertible Preferred Stock [Member]
Property, Plant and Equipment [Line Items]
Anti-dilutive effect	160,714				270,612	595,612
Convertible Notes [Member]
Property, Plant and Equipment [Line Items]
Anti-dilutive effect					443,270	403,303

Schedule of Common Stock Warrants Outstanding and Warrant Activity (Details) - Warrant [Member]	9 Months Ended
	Jun. 30, 2023 $ / shares shares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants outstanding, Underlying Shares Beginning \| shares	900,000
Weighted Average ExercisePrice Beginning balance \| $ / shares	$ 1.00
Weighted Average Remaining Contractual Term (Years), Granted	1 year 4 months 17 days
Warrants outstanding, Underlying Shares Granted \| shares	400,000
Weighted Average ExercisePrice, Granted \| $ / shares	$ 1.00
Weighted Average Remaining Contractual Term (Years), Granted	1 year 25 days
Warrants outstanding, Underlying Shares Exercised \| shares
Weighted Average Exercise Price, Exercised \| $ / shares
Warrants outstanding, Underlying Shares Forfeited \| shares	1,300,000
Weighted Average Exercise Price, Forfeited \| $ / shares	$ 1.00
Warrants outstanding, Underlying Shares Ending \| shares
Weighted Average Exercise Price Ending balance \| $ / shares	$ 1.00

Schedule of Option Activity (Details) - Equity Option [Member]	9 Months Ended
	Jun. 30, 2023 $ / shares shares
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Options outstanding, Underlying Shares Beginning \| shares
Weighted Average ExercisePrice Beginning balance \| $ / shares
Options outstanding, Underlying Shares Granted \| shares	1,000,000
Weighted Average ExercisePrice, Granted \| $ / shares	$ 0.15
Weighted Average Remaining Contractual Term (Years), Granted	9 years 11 months 8 days
Options outstanding, Underlying Shares Exercised \| shares
Weighted Average Exercise Price, Exercised \| $ / shares
Options outstanding, Underlying Shares Forfeited \| shares
Weighted Average Exercise Price, Forfeited \| $ / shares
Options outstanding, Underlying Shares Ending \| shares	1,000,000
Weighted Average Exercise Price Ending balance \| $ / shares	$ 0.15
Weighted Average Remaining Contractual Term (Years), Outstanding ending balance	9 years 11 months 8 days
Options exercisable, Underlying Shares \| shares	250,000
Weighted Average Exercise Price, exercisable \| $ / shares	$ 0.15
Weighted Average Remaining Contractual Term (Years), exercisable	9 years 11 months 8 days

Stockholders’ Equity (Deficit) (Details Narrative)							3 Months Ended			6 Months Ended	9 Months Ended
Stockholders’ Equity (Deficit) (Details Narrative)	Jul. 05, 2023 shares	Jun. 05, 2023 $ / shares shares	May 17, 2023 shares	Nov. 28, 2022 shares	Oct. 26, 2022 USD ($) $ / shares shares	Aug. 16, 2022 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) shares	Sep. 30, 2022 USD ($) $ / shares shares	Mar. 31, 2022 $ / shares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Treasury stock, shares acquired							200,000		41,250
Treasury stock shares acquired, cost \| $							$ 0		$ 0		$ 0
Treasury stock, common shares							691,250			691,250	691,250		41,250
Treasury Stock, Preferred, Shares							691,250			691,250	691,250		41,250
Treasury Stock, Carrying Basis \| $							$ 0			$ 0	$ 0		$ 0
Common stock, shares authorized							90,000,000			90,000,000	90,000,000		90,000,000
Common stock, par value \| $ / shares							$ 0.001			$ 0.001	$ 0.001		$ 0.001
Common stock, shares issued							8,842,784			8,842,784	8,842,784		8,100,284
Common stock, shares outstanding							8,151,534			8,151,534	8,151,534		8,059,034
Common stock, capital share value reserved for future issuance \| $							$ 799,978			$ 799,978	$ 799,978
Share price \| $ / shares														$ 1.25
Stock issued for services \| $							79,500		$ 288,000		94,375	$ 381,000
Equity Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Intrinsic value of options outstanding \| $							$ 270,000			$ 270,000	$ 270,000
Granted option											1,000,000
Series A Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized							10,000,000			10,000,000	10,000,000		10,000,000
Preferred stock, par value \| $ / shares							$ 0.01			$ 0.01	$ 0.01		$ 0.01
Preferred stock, shares issued							50,000			50,000	50,000		50,000
Preferred stock, shares outstanding							50,000			50,000	50,000		50,000
Series B Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized							10,000,000			10,000,000	10,000,000
Preferred stock, par value \| $ / shares							$ 0.01			$ 0.01	$ 0.01
Preferred stock, shares issued													270,612
Preferred stock, shares outstanding							270,612			270,612	270,612		270,612
Preferred stock, shares issued							270,612			270,612	270,612
Board of Directors Chairman [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares of common stock		530,000
Share price \| $ / shares		$ 0.15
Stock issued for services \| $							$ 79,500
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Treasury stock, common shares							941,250			941,250	941,250
Common stock, shares authorized							90,000,000			90,000,000	90,000,000
Common stock, par value \| $ / shares							$ 0.001			$ 0.001	$ 0.001
Common stock, shares issued							8,842,784			8,842,784	8,842,784		8,100,284
Common stock, shares outstanding							8,151,534			8,151,534	8,151,534		8,059,034
Stock Issued During Period, Shares, New Issues									30,000			30,000
Common stock, capital share value reserved for future issuance \| $							$ 155,235			$ 155,235	$ 155,235
Shares of common stock							530,000		160,000		542,500	220,000
Stock issued for services \| $							$ 530		$ 160		$ 542	$ 220
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Intrinsic value of options outstanding \| $							0			$ 0	$ 0
Termination Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Treasury stock, shares acquired	450,000										450,000
Treasury stock shares retired			200,000
One Year Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Treasury stock shares retired										450,000
Stock Issued During Period, Shares, New Issues						225,000
Shares Issued, Price Per Share \| $ / shares						$ 2.10
Total expense \| $						$ 945,000
Payments to employees \| $										$ 45,000
One Year Agreement [Member] \| Group [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock Issued During Period, Shares, New Issues					200,000
Shares Issued, Price Per Share \| $ / shares					$ 1.49
Total expense \| $					$ 298,000
One Year Agreement [Member] \| Two Group Assist [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, capital share value reserved for future issuance \| $							587,712			587,712	$ 587,712
One Year Agreement [Member] \| Group Assist [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, capital share value reserved for future issuance \| $							127,364			$ 127,364	$ 127,364
Four Month Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock Issued During Period, Shares, New Issues				12,500				12,500
Shares Issued, Price Per Share \| $ / shares								$ 1.19
Total expense \| $								$ 14,875
August 16 2022 [Member] \| Measurement Input, Option Volatility [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants and Rights Outstanding, Measurement Input						109.88
August 16 2022 [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants and Rights Outstanding, Measurement Input						3.28
August 16 2022 [Member] \| One-year Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock Issued During Period, Shares, New Issues						225,000
Shares Issued, Price Per Share \| $ / shares						$ 1.00
August 16 2022 [Member] \| Two-year Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock Issued During Period, Shares, New Issues						225,000
Shares Issued, Price Per Share \| $ / shares						$ 1.00
August 16 2022 [Member] \| Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total expense \| $							$ 1,286,309
Class of Warrant or Right, Outstanding							900,000			900,000	900,000
October 26 2022 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants and Rights Outstanding \| $					$ 363,209
October 26 2022 [Member] \| Measurement Input, Option Volatility [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants and Rights Outstanding, Measurement Input					111.16
October 26 2022 [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants and Rights Outstanding, Measurement Input					4.75
October 26 2022 [Member] \| Measurement Input, Expected Term [Member] \| Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants and Rights Outstanding, Term					1 year
October 26 2022 [Member] \| Measurement Input, Expected Term [Member] \| Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants and Rights Outstanding, Term					2 years
October 26 2022 [Member] \| One-year Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock Issued During Period, Shares, New Issues					200,000
Shares Issued, Price Per Share \| $ / shares					$ 1.00
October 26 2022 [Member] \| Two-year Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock Issued During Period, Shares, New Issues					200,000
Shares Issued, Price Per Share \| $ / shares					$ 1.00
October 26 2022 [Member] \| Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Class of Warrant or Right, Outstanding									400,000			400,000
Consulting Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Expected life of option		10 years
Expected volatility rate		163.36%
Risk free interest rate		3.66%
Consulting Agreement [Member] \| Equity Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total expense \| $							$ 37,170
Consulting Agreement [Member] \| Ten-Year Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock Issued During Period, Shares, New Issues		1,000,000
Shares Issued, Price Per Share \| $ / shares		$ 0.15
Option to purchase vested shares		250,000
Option to purchase additional vested shares		250,000
Granted option		148,679

Notes and Convertible Notes Payable (Details Narrative) - USD ($)								3 Months Ended		6 Months Ended	9 Months Ended
	Jul. 13, 2023	Jun. 09, 2023	Mar. 28, 2023	Mar. 23, 2022	Mar. 21, 2022	Mar. 15, 2022	Sep. 23, 2021	Jun. 30, 2023	Jun. 30, 2022	Mar. 23, 2022	Jun. 30, 2023	Jun. 30, 2022	Mar. 29, 2023	Sep. 30, 2022	Sep. 30, 2021	Mar. 20, 2019
Defined Benefit Plan Disclosure [Line Items]
Accrued interest								$ 350,843			$ 350,843			$ 34,129
Treasury shares								691,250			691,250			41,250
Amortization of debt discount									$ 117,764		$ 207,314	$ 310,203
Unrelated Individuals [Member]
Defined Benefit Plan Disclosure [Line Items]
Notes Payable														$ 10,000		$ 10,000
Interest rate																6.00%
Accrued interest								$ 2,569			$ 2,569			2,121
Unrelated Third Party One [Member]
Defined Benefit Plan Disclosure [Line Items]
Notes Payable				$ 235,000			$ 235,000			$ 235,000					$ 235,000
Interest rate							12.50%
Accrued interest				1,958					0	1,958		0			$ 571
Cash received							$ 217,375
Unamortized debt discount							$ 17,625
Maturity date extend							Mar. 23, 2022
Number of commitment shares							82,500
Shares issued price per share							$ 2.00
Additional discount							$ 165,000
Right to redeem shares							41,250
Repayments of notes payable				$ 236,958
Payment for interest										$ 12,811		14,769
Treasury shares								41,250			41,250
Treasury stock value
Unrelated Third Party Two [Member]
Defined Benefit Plan Disclosure [Line Items]
Notes Payable						$ 235,000		235,000			235,000			235,000
Interest rate						15.00%
Accrued interest								$ 45,584			$ 45,584			19,218
Cash received						$ 217,375
Unamortized debt discount						$ 17,625
Maturity date extend		Aug. 31, 2023	Aug. 31, 2023
Conversion price								$ 1.25			$ 1.25
Maturity amount		$ 10,000	$ 10,000
Unrelated Third Party Two [Member] \| Subsequent Event [Member]
Defined Benefit Plan Disclosure [Line Items]
Maturity date extend	Aug. 31, 2023
Maturity amount	$ 10,000
Unrelated Third Party Three [Member]
Defined Benefit Plan Disclosure [Line Items]
Notes Payable					$ 235,000			$ 235,000			$ 235,000			235,000
Interest rate					12.00%
Accrued interest								38,503			38,503			14,911
Cash received					$ 217,375
Unamortized debt discount					$ 17,625			$ 0			$ 0			$ 207,314
Maturity date extend			Aug. 31, 2023
Conversion price								$ 1.25			$ 1.25
Maturity amount													$ 10,000
Amortization of debt discount								$ 4,570	$ 96,376		$ 207,314	$ 310,203
Unrelated Third Party Three [Member] \| Subsequent Event [Member]
Defined Benefit Plan Disclosure [Line Items]
Maturity date extend	Aug. 31, 2023
Maturity amount	$ 10,000

Related Party Transactions (Details Narrative) - USD ($)	Mar. 29, 2018	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2022	Dec. 11, 2019
Unsecured Promissory Note [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Debt instrument, interest rate	6.00%				6.00%
Debt instrument, maturity date	Dec. 31, 2022
Notes Payable [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Note payable, related party			$ 741,030	$ 741,030
Accrued interest, related party		$ 223,940	$ 266,756
Chief Executive Officer [Member] \| Unsecured Promissory Note [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Unsecured promissory note	$ 750,000

Note Receivable (Details Narrative) - USD ($)	Jun. 30, 2023	Sep. 30, 2022	Dec. 11, 2019	Mar. 29, 2018
Short-Term Debt [Line Items]
Note receivable	$ 25,000	$ 25,000
Accrued interest	5,708	4,586
Unsecured Promissory Note [Member]
Short-Term Debt [Line Items]
Note receivable			$ 25,000
Debt instrument, interest rate			6.00%	6.00%
Accrued interest	$ 5,708	$ 4,586

Subsequent Events (Details Narrative) - USD ($)				3 Months Ended		9 Months Ended	12 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Jul. 14, 2023	Jul. 05, 2023	Aug. 16, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Aug. 16, 2023
Subsequent Event [Line Items]
Number of shares treasury and warrants cancelled		450,000
Treasury cost				$ 0	$ 0	$ 0
Reverse recognized expense						578,712
Accounts payable				$ 45,000		$ 45,000
Subsequent Event [Member] \| Series C Preferred Stock [Member]
Subsequent Event [Line Items]
Sale of stock	1,200,481
Sale of stock price per share	$ 0.1666
Aggregate amount	$ 200,000
Dividends per share	$ 0.01
Liquidation per share	$ 0.10
Termination of Previous Agreement [Member]
Subsequent Event [Line Items]
Sale of stock			225,000
Sale of stock price per share			$ 2.10
Sale of stock, value							$ 945,000
Stock repurchased		$ 22,500
Termination of Previous Agreement [Member] \| One-year Warrant [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Shares, New Issues			225,000
Shares Issued, Price Per Share			$ 1.00
Termination of Previous Agreement [Member] \| Two-year Warrant [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Shares, New Issues			225,000
Shares Issued, Price Per Share			$ 1.00

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