Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Sep. 30, 2013 | Jan. 31, 2014 | Mar. 31, 2013 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'VR Holdings, Inc. | ' | ' |
Entity Central Index Key | '0001492052 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 30-Sep-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--09-30 | ' | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' | ' |
Is Entity a Voluntary Filer? | 'No | ' | ' |
Is Entity's Reporting Status Current? | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $24,579,605 |
Entity Common Stock, Shares Outstanding | ' | 448,039,037 | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Balance_Sheets
Balance Sheets (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
Current Assets | ' | ' |
Cash | $7,864 | $8,880 |
Assets held for sale | 7,580 | 3,300 |
Total Assets | 16,331 | 52,880 |
Current Liabilities | ' | ' |
Accounts payable and accrued liabilities | 514,022 | 478,832 |
Accounts payable, related party | 38,390 | 2,643 |
Liabilities, related to assets held for sale | 62,737 | 53,514 |
Liabilities, related party related to assets held for sale | 27,355 | 27,355 |
Total current liabilities | 642,504 | 562,344 |
SHAREHOLDERS DEFICIT | ' | ' |
Common Stock, $0.000001 par value; 550,000,000 shares authorized, 448,039,037 shares issued and outstanding | 449 | 449 |
Additional paid-in capital | 15,578,003 | 15,113,899 |
Accumulated deficit | -15,492,955 | -15,492,955 |
Deficit Accumulated during development stage | 711,670 | 130,857 |
Total shareholders deficit | -626,173 | -509,464 |
Total liabilities and shareholders deficit | $16,331 | $52,880 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares Authorized | 550,000,000 | 550,000,000 |
Common Stock, Shares Issued | 448,039,037 | 448,039,037 |
Common Stock, Shares Outstanding | 448,039,037 | 448,039,037 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | 86 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Income Statement [Abstract] | ' | ' | ' |
Revenue | ' | ' | ' |
Expenses: | ' | ' | ' |
General and administrative | 540,381 | 4,166,988 | 5,423,726 |
Impairment of goodwill | ' | 1,266,892 | 1,266,892 |
Loss from operations | -540,381 | -5,433,880 | -6,690,618 |
Other income (expense): | ' | ' | ' |
Gain on forgiveness of debt | ' | ' | 7,414,017 |
Interest expense | ' | 1,782 | -110,522 |
Net income (loss) from continuing operations | -540,381 | -5,435,662 | 612,877 |
Net income (loss) from Discontinued Operations | -40,432 | -1,284,115 | -1,324,547 |
Net Income (loss) | ($580,813) | ($6,719,777) | ($711,670) |
Net Loss per common share, basic and diluted - Continuing operations | $0 | ($0.01) | ' |
Net Loss per common share, basic and diluted - Discontinued operations | $0 | $0 | ' |
Net Loss per common share, basic and diluted - Total | $0 | ($0.02) | ' |
Weighted average number of common shares - basic and diluted | 448,039,037 | 441,231,273 | ' |
Shareholders_Equity
Shareholders Equity (USD $) | Common Stock | Additional Paid-In Capital | Accumulated Deficit before Re-Entry to Development Stage | Accumulated Deficit after Re-Entry to Development Stage | Total |
Beginning Balance, Amount at Jul. 25, 2006 | ' | ' | ' | ' | ' |
Shares issued for services, Shares | 363,501,734 | ' | ' | ' | ' |
Shares issued for services, Amount | $364 | $237,549 | ' | ' | ' |
Shares issued for debt, Shares | 4,606,609 | ' | ' | ' | ' |
Shares issued for debt, Amount | 4 | 8,187,674 | ' | ' | ' |
Net loss | ' | ' | ' | -255,902 | ' |
Ending Balance, Amount at Sep. 30, 2006 | 368 | 8,440,223 | -15,492,955 | ' | -7,323,266 |
Ending Balance, Shares at Sep. 30, 2006 | 368,108,343 | ' | ' | ' | ' |
Net loss | ' | ' | ' | 7,323,266 | 7,323,266 |
Ending Balance, Amount at Sep. 30, 2007 | 368 | 8,425,223 | -15,492,955 | 7,067,364 | ' |
Ending Balance, Shares at Sep. 30, 2007 | 368,108,343 | ' | ' | ' | ' |
Contributed capital - expenses paid by shareholder | ' | 15,000 | ' | ' | 15,000 |
Net loss | ' | ' | ' | -15,000 | -15,000 |
Ending Balance, Amount at Sep. 30, 2008 | 368 | 8,440,223 | -15,492,955 | 7,052,364 | ' |
Ending Balance, Shares at Sep. 30, 2008 | 368,108,343 | ' | ' | ' | ' |
Contributed capital - expenses paid by shareholder | ' | 19,567 | ' | ' | 19,567 |
Shares issued for services, Shares | 26,000,000 | ' | ' | ' | ' |
Shares issued for services, Amount | 26 | 16,992 | ' | ' | 17,018 |
Net loss | ' | ' | ' | -38,063 | -38,063 |
Ending Balance, Amount at Sep. 30, 2009 | 394 | 8,476,782 | -15,492,955 | 7,014,301 | -1,478 |
Ending Balance, Shares at Sep. 30, 2009 | 394,108,343 | ' | ' | ' | ' |
Contributed capital - expenses paid by shareholder | ' | 116,961 | ' | ' | 116,961 |
Shares issued for services, Shares | 400,000 | ' | ' | ' | ' |
Shares issued for services, Amount | ' | 261 | ' | ' | 261 |
Net loss | ' | ' | ' | -322,046 | -322,046 |
Ending Balance, Amount at Sep. 30, 2010 | 394 | 8,595,312 | -15,492,955 | 6,692,255 | -204,994 |
Ending Balance, Shares at Sep. 30, 2010 | 394,508,343 | ' | ' | ' | ' |
Contributed capital - expenses paid by shareholder | ' | 15,216 | ' | ' | 15,216 |
Shares issued for services, Shares | 46,200,000 | ' | ' | ' | ' |
Shares issued for services, Amount | 47 | 30,191 | ' | ' | 30,238 |
Shares issued for cash, Shares | 50,000 | ' | ' | ' | ' |
Shares issued for cash, Amount | ' | 5,000 | ' | ' | 5,000 |
Net loss | ' | ' | ' | -103,335 | -103,335 |
Ending Balance, Amount at Sep. 30, 2011 | 441 | 8,645,719 | -15,492,955 | 6,588,920 | -257,875 |
Ending Balance, Shares at Sep. 30, 2011 | 440,758,343 | ' | ' | ' | ' |
Contributed capital - expenses paid by shareholder | ' | 1,837 | ' | ' | 1,837 |
Shares issued for services, Shares | ' | ' | ' | ' | 765,000 |
Shares issued for services, Amount | ' | ' | ' | ' | 765,000 |
Shares issued for debt, Shares | 3,000,000 | ' | ' | ' | 3,000,000 |
Shares issued for debt, Amount | 3 | 1,529,997 | ' | ' | 1,530,000 |
Shares issued for cash, Shares | 530,694 | ' | ' | ' | ' |
Shares issued for cash, Amount | 1 | 48,262 | ' | ' | 48,263 |
Shares issued for acquisition, Shares | 5,750,000 | ' | ' | ' | ' |
Shares issued for acquisition, Amount | 7 | 862,495 | ' | ' | 862,500 |
Shares issued for service agreement, Shares | 1,500,000 | ' | ' | ' | ' |
Shares issued for service agreement, Amount | 2 | 764,998 | ' | ' | 765,000 |
Shares returned, Shares | -3,500,000 | ' | ' | ' | ' |
Shares returned, Amount | -3 | 3 | ' | ' | ' |
Forgiveness of related party accounts payable | ' | ' | ' | ' | ' |
Net loss | ' | ' | ' | -6,719,777 | -6,719,777 |
Ending Balance, Amount at Sep. 30, 2012 | 449 | 15,113,899 | -15,492,955 | -130,857 | -509,464 |
Ending Balance, Shares at Sep. 30, 2012 | 448,039,037 | ' | ' | ' | ' |
Contributed capital - expenses paid by shareholder | ' | ' | ' | ' | 0 |
Shares issued for services, Shares | ' | ' | ' | ' | ' |
Shares issued for services, Amount | ' | ' | ' | ' | ' |
Shares issued for debt, Shares | ' | ' | ' | ' | 3,000,000 |
Forgiveness of related party accounts payable | ' | 5,955 | ' | ' | 5,955 |
Net loss | ' | ' | ' | -580,813 | -580,813 |
Ending Balance, Amount at Sep. 30, 2013 | $449 | $15,578,803 | ($15,492,955) | ($711,670) | ($626,173) |
Ending Balance, Shares at Sep. 30, 2013 | 448,039,037 | ' | ' | ' | ' |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | 86 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net Loss | ($580,813) | ($6,719,777) | ($711,670) |
Adjustments to reconcile net income (loss) to net cash used for operating activities: | ' | ' | ' |
Depreciation | 165 | ' | 165 |
Share-based compensation | 458,149 | 3,260,588 | 4,005,475 |
Expenses paid by shareholder | ' | 1,826 | 168,570 |
Shares for service | ' | 765,000 | 765,000 |
Impairment of goodwill | ' | -1,266,892 | -1,266,892 |
Loss on exchange of debt for stock | ' | -1,153,815 | 1,153,815 |
Gain on forgiveness of debt | ' | ' | -7,414,017 |
Changes in operating assets and liabilities: | ' | ' | ' |
Due from related party | 36,200 | -39,620 | -3,420 |
Accounts payable | 50,368 | 261,935 | 570,178 |
Accounts payable - related party | 35,747 | -40,314 | -4,567 |
Accrued interest payable | ' | ' | 108,740 |
Net cash used for operating activities | -184 | -89,655 | -94,839 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Cash acquired from business acquisition | ' | 270 | 270 |
Purchase of fixed assets | -832 | ' | -832 |
Proceeds from sale of stocks | ' | ' | 5,000 |
CASH FLOW FROM FINANCING ACTIVITIES: | ' | ' | ' |
Net proceeds from issuance of common stock | ' | 48,265 | 48,265 |
Net proceeds from notes payable | ' | 50,000 | 50,000 |
Net cash provided by financing activities | ' | 98,265 | 98,265 |
NET CHANGE IN CASH | -1,016 | 8,880 | 7,864 |
CASH AT BEGINNING OF YEAR | 8,880 | ' | ' |
CASH AT END OF YEAR | 7,864 | 8,880 | 7,864 |
Cash paid for: | ' | ' | ' |
Interest | ' | ' | ' |
Income taxes | ' | ' | ' |
Non-cash financing activities: | ' | ' | ' |
Debt converted to common stock | ' | 300,000 | 8,187,678 |
Forgiveness of related party accounts payable | $5,955 | ' | $5,955 |
NOTE_1_SUMMARY_OF_SIGNIFICANT_
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Accounting Policies [Abstract] | ' | ||||||||||
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Nature of Operations and Organization | |||||||||||
VR Holdings, Inc. (“VR Holdings” or the “Company”), a Delaware corporation, was incorporated in 1998 to be the parent company of a group of entities owned by MML, Inc. which was in turn controlled by Morton M. Lapides, Sr. and his family. The companies included in this consolidation were MML, Inc.(“MML”), Transcolor Corp. (“Transcolor”), Valley Rivet Company, Alleco, Inc. and Allegheny Pepsi Cola Bottling Company. VR Holdings, Inc. itself has never had any operations or employees but acted as a holding company only. | |||||||||||
VR Holdings is currently composed of two primary interests. On the one hand, the business of its wholly-owned subsidiary, Litigation Dynamics, Inc., a Texas corporation (“Litigation Dynamics”) as further described in Note 6 and Note 7 herein, and on the other hand, our interest in a litigation effort contained in The Cancer Foundation, Inc. v. Cerberus Capital Management, LP. For status of litigation see NOTE (9) – LITIGATION. | |||||||||||
During the year ended September 30, 2012, the Company merged with Litigation Dynamics, Inc. and subsequently decided to spin-off Litigation Dynamics, Inc. For additional details concerning this merger and subsequent spin-off see NOTE (7) – DISCONTINUED OPERATIONS. | |||||||||||
Subsequent to September 30, 2013, VR Holdings entered into a Letter of Intent for the acquisition of Enelco Environmental Technologies Co., Ltd and EETC USA, LLC from China MPP Ventures, LLC. We previously reported the execution of the Letter of Intent by the filing of a Form 8-K with the Securities and Exchange Commission on January 8, 2013. Neither counsel nor VR Holdings offers any guarantee regarding the proposed acquisition, completion or outcome of the transaction. See NOTE 10, SUBSEQUEST EVENTS. | |||||||||||
Basis of Presentation | |||||||||||
The consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. | |||||||||||
Development Stage | |||||||||||
The Company re-entered the development stage on July 25, 2006. From inception to July 24, 2006, the Company had an accumulated deficit of $15,492,955. | |||||||||||
Principles of Consolidation | |||||||||||
The financial statements include the accounts of VR Holdings, Inc. and its subsidiaries. Intercompany transactions and balances have been eliminated. | |||||||||||
Estimates and Assumptions | |||||||||||
Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Examples include valuation of stock-based compensation. Actual results and outcomes may differ from management’s estimates and assumptions. | |||||||||||
Cash and Cash Equivalents | |||||||||||
The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. At September 30, 2013, the Company had $7,864 of cash, $7,580 of which is included in assets held for sale, and $0 cash equivalents. At September 30, 2012, the Company had $8,880 cash, $3,300 of which was included in assets held for sale, and $0 cash equivalents. | |||||||||||
Goodwill | |||||||||||
The Company follows the policy of recognizing Goodwill when acquiring a company or line of business to the extent that the assets acquired net of liabilities assumed is less than the value of the purchase price. The Goodwill generated is then evaluated as to its continuing value and any deterioration is amortized through charges to the Statement of Operations. | |||||||||||
Discontinued Operations. | |||||||||||
The Company follows the policy of segregating the assets and liabilities of subsidiaries or lines of business on its Balance Sheet from the assets liabilities of continuing subsidiaries or lines of businesses when it is decided to close or dispose of a subsidiary or line of business. The Company also, follows the policy of separately disclosing the assets and liabilities and the net operations of a subsidiary or line of business in its financial statements when it is decided to close or dispose of a subsidiary or line of business. | |||||||||||
Goodwill Impairment | |||||||||||
The Company follows the policy of annually reviewing the carrying value of its Goodwill assets as to any impairment of the current value. In those cases where there has been an impairment of the carrying value of Goodwill, the carrying value of Goodwill is adjusted to reflect this impairment through a charge to the current year Statement of Operations. | |||||||||||
Interests in Litigation | |||||||||||
The interests in litigation are being accounted for as gain contingencies. Therefore, no amounts have been recorded for these interests in the consolidated financial statements. Any gains will be recorded when realized. | |||||||||||
Income Taxes | |||||||||||
An asset and liability approach is used for financial accounting and reporting for income taxes. Deferred income taxes arise from temporary differences between income tax and financial reporting and principally relate to recognition of revenue and expenses in different periods for financial and tax accounting purposes and are measured using currently enacted tax rates and laws. In addition, a deferred tax asset can be generated by net operating loss carryforwards (“NOLs”). If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. | |||||||||||
Stock-Based Compensation | |||||||||||
We measure compensation cost at the grant date based on the fair value of the award and recognize compensation cost upon the probable attainment of a specified performance condition or over a service period. | |||||||||||
Reclassifications | |||||||||||
Certain amounts from prior periods have been reclassified to conform to the current period presentation. | |||||||||||
Earnings (Loss) Per Common Share | |||||||||||
Basic net earnings (loss) per common share are computed by dividing net earnings (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. | |||||||||||
The dilutive effect of outstanding stock options and warrants is reflected in diluted earnings per share by application of the treasury stock method. The dilutive effect of outstanding convertible securities is reflected in diluted earnings per share by application of the if-converted method. | |||||||||||
The Company has no outstanding stock options, warrants, or convertible securities which would be considered dilutive at September 30, 2013. As of September 30, 2013 and 2012, the Company had 10,000,000 and 9,000,000 common stock warrants outstanding, respectively, with an exercise price of $0.10 per share for all Warrants. At September 30, 2013 and 2012, the market for the common shares of VR Holdings, Inc. was so limited that it was determined that it was impossible for sufficient number of options to be exercised to cause any dilutive effect upon the earnings per share calculation. | |||||||||||
The basic net loss per common share is computed by dividing the net loss by the weighted average number of shares outstanding during a period. Diluted net loss per common share is computed by dividing the net loss, adjusted on an as if converted basis, by the weighted average number of common shares outstanding plus potential dilutive securities using the treasury stock method. For the years ended September 30, 2013 and 2012, potential dilutive securities that had an anti-dilutive effect were not included in the calculation of diluted net loss per common share. These securities include options and warrants to purchase shares of common stock. Under the treasury stock method, an increase in the fair market value of the Company’s common stock results in a greater dilutive effect from outstanding options, restricted stock awards and common stock warrants. | |||||||||||
As of September 30, 2013 and 2012, there are no potentially dilutive securities that are anti-dilutive. | |||||||||||
Fair Value of Financial Instruments | |||||||||||
Effective January 1, 2008, the Company adopted the framework for measuring fair value that establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: | |||||||||||
Basis of Fair Value Measurement | |||||||||||
Level 1 Observable input that reflects quoted prices (unadjusted) for identical assets or liabilities in active markets. | |||||||||||
Level 2 Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the asset or the liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |||||||||||
Level 3 Unobservable inputs reflecting the Company's own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. | |||||||||||
The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable, loans payable, and amounts due related parties. Pursuant to ACS 820, the fair value of our cash is determined based on “Level 1” which consist of quote active markets for identical assets, We believe that the recorded values of all of our other financial instruments approximates current fair values because of their nature and respective maturity dates or durations. Amounts in each level include: | |||||||||||
As of September 30, 2013 | |||||||||||
2013 | 2012 | ||||||||||
Level 1 | $ | 0 | $ | 0 | |||||||
Level 2 | $ | 0 | $ | 0 | |||||||
Level 3 | $ | 0 | $ | 0 | |||||||
Recently Issued Accounting Pronouncements | |||||||||||
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to: | |||||||||||
- | Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and | ||||||||||
- | Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense. | ||||||||||
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations. | |||||||||||
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations. | |||||||||||
In October 2012, the FASB issued Accounting Standards Update ASU 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations. | |||||||||||
In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations. | |||||||||||
In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 has not had a material impact on our financial position or results of operations. | |||||||||||
In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 has not had a material impact on our financial position or results of operations. | |||||||||||
In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position. | |||||||||||
There were various other accounting standards and interpretations issued recently, none of which are expected to have a material impact on our consolidated financial position, operations or cash flows. |
NOTE_2_GOING_CONCERN
NOTE 2. GOING CONCERN | 12 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
NOTE 2. GOING CONCERN | ' |
NOTE 2 – GOING CONCERN | |
At September 30, 2013, we had $16,331 of assets, $642,504 of liabilities and a working capital deficit of $626,173. Through September 30, 2013, we have been primarily engaged in advancement of pending litigation as further described in NOTE 9, LAWSUIT. In the course of our activities, we have sustained losses and expect such losses to continue through at least fiscal year 2014 if there were no change of strategy. The current plan of VR Holdings is to acquire a portfolio of other operating companies, and expand those operations. A Letter of Intent was signed on January 5, 2014, whereby VR Holdings is interested in acquiring all of the outstanding ownership interests (the “Acquisition”) of Enelco Environmental Technologies Co., Ltd. and EETC USA, LLC (collectively referred to as “EETC”) from China MPP Ventures, LLC, a Maryland limited liability company (“CMPP”) on terms that would be mutually agreeable. We previously reported the execution of the Letter of Intent by the filing of a Form 8-K with the Securities and Exchange Commission on January 8, 2013. Neither counsel nor VR Holdings offers any guarantee regarding the proposed acquisition, completion or outcome of the transaction. | |
Through future financing, including debt structures or the sale of stock in the Company, we will be required to obtain additional capital in the future to continue operations. | |
Although we were incorporated in 1998, we have no recent operating history, and have no recent revenue to date. We cannot forecast with any degree of certainty whether any of our proposed litigation services will ever generate revenue or the amount of revenue to be generated. In addition, we cannot predict the consistency of our operating results. We are currently involved in a lawsuit more fully described in Note 9. If we are successful in the litigation, we plan on utilizing any proceeds to be received to fund our operations. If we are not successful in the litigation, or if we receive only a minimal amount, we will not have sufficient money to fund our proposed operations. In such event, we will have to raise capital either through equity or debt offerings to fund our plan of acquisition. In November and December 2011, the Company sold 480,694 shares of common stock for $43,263 net of commissions, and in April 2012, the Company sold 50,000 shares of common stock for $5,000. The Company utilized the proceeds from the sales of this stock to pay current operating expenses. | |
There is no assurance that we will be able to obtain additional capital through equity or debt financing, or any combination thereof, or on satisfactory terms or at all. Additionally, no assurance can be given that any such financing, if obtained, will be adequate to meet our ultimate capital needs and to support our growth. If adequate capital cannot be obtained on a timely basis and on satisfactory terms, our operations would be materially negatively impacted. Further, if we do not obtain additional funding prior to or during fiscal year 2014, we may enter into bankruptcy and possibly cease operations thereafter. | |
As a result of the above discussed conditions, there exists substantial doubt about our ability to continue as a going concern. Our financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability of the recorded assets or the classification of liabilities that may be necessary should it be determined that we are unable to continue as a going concern. |
NOTE_3_INCOME_TAXES
NOTE 3. INCOME TAXES | 12 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||
NOTE 3. INCOME TAXES | ' | ||||||||||
NOTE 3 – INCOME TAXES | |||||||||||
The components of the income tax provision (benefit) for each of the periods presented below are as follows: | |||||||||||
Year ended September 30, | |||||||||||
2013 | 2012 | ||||||||||
Current | $ | — | $ | — | |||||||
Deferred | — | — | |||||||||
Total | $ | — | $ | — | |||||||
The effective income tax expense (benefit) differed from the computed “expected” federal income tax expense (benefit) on earnings before income taxes for the following reasons: | |||||||||||
Year Ended September 30, | |||||||||||
2013 | 2012 | ||||||||||
Computed federal income tax provision (benefit) | $ | (203,285 | ) | $ | (2,351,922 | ) | |||||
Shares for Services | — | 765,000 | |||||||||
Stock-based compensation | 458,149 | 3,260,588 | |||||||||
Impairment expense | — | 1,266,892 | |||||||||
Loss on Debt Conversion | — | 1,153,815 | |||||||||
Increase in valuation allowance | (254,864 | ) | (4,094,373 | ) | |||||||
$ | — | $ | — | ||||||||
Deferred income taxes are provided to reflect temporary differences in the basis of net assets for income tax and financial reporting purposes. The tax-effected temporary differences and tax loss carryforwards which comprise deferred taxes are as follows: | |||||||||||
Year Ended September 30, | |||||||||||
2013 | 2012 | ||||||||||
Deferred tax assets: | |||||||||||
Net operating loss carryforwards | $ | 9,269,244 | $ | 9,146,580 | |||||||
Valuation allowance | (9,269,244 | ) | (9,146,580 | ) | |||||||
Total deferred tax asset | $ | — | $ | — | |||||||
At September 30, 2013, we had federal income tax net operating loss (“NOL”) carryforwards of approximately $9.2 million. The NOL carryforwards expire from 2014 through 2033. The value of these carryforwards depends on our ability to generate taxable income. A change in ownership, as defined by federal income tax regulations, could significantly limit our ability to utilize our net operating loss carryforwards. Additionally, because federal tax laws limit the time during which the net operating loss carryforwards may be applied against future taxes, if we fail to generate taxable income prior to the expiration dates, we may not be able to fully utilize the net operating loss carryforwards to reduce future income taxes. We have had cumulative losses and there is no assurance of future taxable income, therefore, valuation allowances have been recorded to fully offset the deferred tax asset at September 30, 2013 and 2012. The valuation allowance increased by approximately $(254,864) and $(4,094,373) during 2013 and 2012, respectively, due primarily to net losses incurred during those periods. | |||||||||||
The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. |
NOTE_4_EQUITY
NOTE 4. EQUITY | 12 Months Ended |
Sep. 30, 2013 | |
Equity [Abstract] | ' |
NOTE 4. EQUITY | ' |
NOTE 4 – EQUITY | |
On May 10, 2010, the Company issued 300,000 shares of common stock valued at $196 ($0.0006545 per share) for services rendered to the Company. The value of these shares was determined based on the value of shares previously issued by the Company. | |
On August 24, 2010, the Company issued 100,000 shares of common stock to a consultant for services. These shares were valued at $65. | |
On August 30, 2010, the Company issued warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.10 for a period of five years. The warrants were issued for services rendered by two attorneys. The fair value of the warrants at the date of grant was $1,308. The warrants were valued using the Black-Scholes option-pricing model. Variables used in the Black-Scholes pricing model for the warrants include: (1) discount rate of 1.39%, (2) expected term of 5 years, (3) expected volatility of 350% and (4) zero expected dividends. All of the warrants issued were outstanding at September 30, 2011. | |
On November 30, 2010, the Company issued 25,200,000 shares of common stock valued at $16,493 ($0.0006545 per share) for services to the Company. The value of these shares was determined based on the value of shares previously sold by the Company. | |
In February 2011, the Company issued 21,000,000 shares of common stock to three individuals for services. The fair value of these shares at the date of grant was $13,745 based on the value of shares previously sold by the Company. | |
In August 2011, the Company sold 50,000 shares of common stock for $5,000. | |
In November and December 2011, the company sold 480,694 shares of common stock for $43,263 after the payment of $4,806 of sales commissions. | |
In January 2012, the Company entered into an agreement with Litigation Dynamics, Inc. to have Litigation Dynamics, Inc. merge into VR Holdings, Inc. for a consideration of 17,500,.000 of common shares of VR Holdings, Inc. plus possible additional shares of VR Holdings, Inc., of up to 20,000,000 shares, based upon future revenue volume over the next five years. On September 24, 2012, a second agreement was signed by VR Holdings, Inc. and Litigation Dynamics, Inc. whereby it was agreed that Litigation Dynamics, Inc. would be spun off as a separate company and the total number of shares issued would be reduced to 10,250,000 divided between Litigation Dynamics, Inc. shareholder (5,750,000 shares), conversion of debt (3,000,000 shares) and CapNet Security Corporation (1,500,000 shares). The shares paid to CapNet Security Corporation related to a separate agreement signed by VR Holdings, Inc. concerning investment banking services to be provided by CapNet Security Corporation. For additional information on the conversion of debt, see NOTE (8) CONVERSION OF DEBT. | |
In April 2012, the Company sold 50,000 shares of common stock for $5,000. | |
On September 30, 2012, the Company issued warrants to purchase 7,000,000 shares of common stock at an exercise price of $0.10 for a period of five years. The warrants were issued for services rendered by an attorney. The fair value of the warrants at the date of grant was $3,260,588. The warrant was valued using the Black-Scholes option-pricing model. Variables used in the Black-Scholes pricing model for the warrants include: (1) discount rate of 0.62%, (2) expected term of 5 years, (3) expected volatility of 107.8% and (4) zero expected dividends. All of the warrants issued were outstanding at September 30, 2012. The Warrants were immediately vested and expensed through a charge to the Statement of Operations. | |
On August 13, 2013, the above warrant agreement to purchase 7,000,000 shares of common stock was amended and increased by an additional 1,000,000 to purchase a total of 8,000,000 shares of common stock at an exercise price of $0.10 for the remainder period of the original warrant. The warrants were issued for services rendered by an attorney. The fair value of the warrants at the date of grant was $458,149. The warrant was valued using the Black-Scholes option-pricing model. Variables used in the Black-Scholes pricing model for the warrants include: (1) discount rate of 1.49%, (2) expected term of 4.13years, (3) expected volatility of 106.43% and (4) zero expected dividends. All of the warrants issued were outstanding at September 30, 2013. The additional 1,000,000 warrants were immediately vested and expensed through a charge to the Statement of Operations for 2013. | |
In September 2012, the Company cancelled 3,500,000 shares of common stock that had been originally issued to an attorney for services as the attorney was not able to perform these services. | |
Litigations Dynamics, Inc. used 3,000,000 shares of the common stock that it received from VR Holdings, Inc. for the merger to pay off $300,000 of debt plus $76,182 of accrued interest. Using the Black Sholes evaluation model, it was determined that the value of the 3,000,000 shares of common stock had a value of $1,539,997. After deducting the value of the notes and the accrued interest, Litigation Dynamics, Inc. lost $1,153,815 on the exchange and this loss was recorded as a charge to the Statement of Operations during the year ended September 30, 2012. | |
In addition, there was the forgiveness of a related party account payable in the amount of $5,955. This amount was forgiven by Michael Moore. |
NOTE_5_RELATED_PARTY_TRANSACTI
NOTE 5. RELATED PARTY TRANSACTIONS | 12 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
NOTE 5. RELATED PARTY TRANSACTIONS | ' |
NOTE 5 – RELATED PARTY TRANSACTIONS | |
The Cancer Foundation, Inc., a shareholder of the Company, has paid for certain expenses on behalf of the Company. During the years ended September 30, 2013 and 2012, The Cancer Foundation, Inc. paid $0 and $1,826, respectively. These payments have been recorded as contributed capital. | |
In addition, there was the forgiveness of a related party account payable in the amount of $5,955. This amount was forgiven by Michael Moore. |
NOTE_6_ACQUISITION
NOTE 6. ACQUISITION | 12 Months Ended | ||||
Sep. 30, 2013 | |||||
Business Combinations [Abstract] | ' | ||||
NOTE 6. ACQUISITION | ' | ||||
NOTE 6 – ACQUISITION | |||||
A formal valuation was obtained from an independent valuation firm to establish values relating to the acquisition of Litigation Dynamics, Inc. This evaluation determined that the price paid by the company for Litigation Dynamics, Inc. created intangible assets relating to Tradenames of $4,000 and Goodwill of $1,262,892. Based upon a subsequent review performed by the Company of the continuing value of these assets, it was determined that these assets had no continuing value and were expensed by a charge to the Statement of Operations for the year ended September 30, 2012. | |||||
The acquisition has been accounted for as a business combination and the Company valued all assets and liabilities acquired at their fair values on the date of acquisition. An independent valuation expert (Doty Scott Enterprises, Inc.) was hired to assist the Company in determining these fair values. Accordingly, the assets and liabilities of the acquired entity were recorded at their estimated fair values at the date of the acquisition. | |||||
Actual results of operations of Litigation Dynamics, Inc. are included in the Company’s consolidated financial statements from the date of acquisition. The allocation of the purchase priced to assets and liabilities based upon the fair market determination was as follows: | |||||
Cash | $ | 270 | |||
Account receivable, net of allowance of $26,000 | 4,380 | ||||
Accounts payable | (41,374 | ) | |||
Notes payable – related party | (87,668 | ) | |||
Note payable – long term debt | (300,000 | ) | |||
Net tangible Assets/liabilities | $ | (424,392 | ) | ||
Trade-names | 4,000 | ||||
Cash paid by Litigation Dynamics to VR Holdings | 20,000 | ||||
Goodwill | 1,262,892 | ||||
Total Net Assets Acquired | $ | 862,500 | |||
Total consideration paid - Common stock (paid to Litigation Dynamics, Inc.) | $ | 862,500 |
Note_7_DISCONTINUED_OPERATION
Note 7. DISCONTINUED OPERATION | 12 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||
Note 7. DISCONTINUED OPERATION | ' | ||||||||
Note 7 – DISCONTINUED OPERATION | |||||||||
In January 2012, the Company entered into an agreement with Litigation Dynamics, Inc. to have Litigation Dynamics, Inc. merge into VR Holdings, Inc. for a consideration of 17,500,000 of common shares of VR Holdings, Inc. plus additional shares of VR Holdings, Inc., up to 20,000,000 shares, based upon the revenue volume of Litigation Dynamics, Inc. over the next five years. On September 24, 2012, a second agreement was signed by VR Holdings, Inc. and Litigation Dynamics, Inc. whereby it was agreed that Litigation Dynamics, Inc. would be spun off as a separate company and that the total number of shares issued to the shareholder of Litigation Dynamics, Inc. would be reduced to 10,250,000 net of 3,000,000 shares which would be used in exchange for $300,000 of notes payable by Litigation Dynamics, Inc., and 1,500,000 shares due CapNet Security Corporation under a separate agreement signed by VR Holdings, Inc. As part of the reevaluation of the acquisition, of Litigation Dynamics, $63,660 of Notes Receivable were written off to bad expense for the year ended September 30, 2012. | |||||||||
In addition to the reduction in common shares that VR Holdings, Inc. will issue, VR Holdings, Inc. received $30,000 in cash which was paid $20,000 in September 2012 and $10,000 in October 2012. The exchange rate for the shareholders of VR Holdings, Inc. to receive when Litigation Dynamics is spun-off is one share of the new company, Litigation Dynamics, Inc. for every 100 shares of VR Holdings, Inc. owned at the time of the spin-off. The control group of VR Holdings, Inc. who own approximately 93.8 % of VR Holdings, Inc. common stock will receive 1 share of Litigation Dynamics, Inc. For every 200 shares they own of VR Holdings, Inc. at the time of the spin-off. | |||||||||
As a result of entering into the Separation Agreement, the operations of Litigation Dynamics, Inc. have been classified as Discontinued Operations on the Statement of Operations. The components of Discontinued Operations summarized on the Statement of Operations arising from the decision to spin off the operations of Litigation Dynamics, Inc. are as follows: | |||||||||
Year Ended September 30, | |||||||||
2013 | 2012 | ||||||||
Revenue | $ | — | $ | — | |||||
Expenses: | |||||||||
General and administrative | $ | 35,432 | $ | 1,207,933 | |||||
Loss from operations | $ | 35,432 | $ | 1,207,933 | |||||
Other Income (expenses): | |||||||||
Interest Expense | $ | 5,000 | $ | 76,182 | |||||
Net income (loss) | $ | (40,432 | ) | $ | (1,284,115 | ) | |||
Assets: | |||||||||
Cash | $ | 7,580 | $ | 3,300 | |||||
Due from related party | $ | 8,467 | $ | 44,000 | |||||
Total assets held for sale | $ | 16,047 | $ | 47,300 | |||||
Liabilities: | |||||||||
Accounts payable | $ | 12,737 | $ | 3,513 | |||||
Amounts due related parties | $ | 27,355 | $ | 27,354 | |||||
Notes payable – in default | $ | 50,000 | $ | 50,000 | |||||
Total liabilities related to assets held for sale | $ | 90,092 | $ | 80,867 | |||||
NOTE_8_DEBT
NOTE 8. DEBT | 12 Months Ended |
Sep. 30, 2013 | |
Debt Disclosure [Abstract] | ' |
NOTE 8. DEBT | ' |
NOTE 8 – DEBT | |
As noted in NOTE 7 – DISCONTINUED OPERATION, Litigations Dynamics, Inc. used 3,000,000 shares of the common stock that it received from VR Holdings, Inc. for the merger to pay to convert $300,000 of debt plus $76,182 of accrued interest. Using the Black Scholes evaluation model, it was determined that the value of the 3,000,000 shares of common stock had a value of $1,539,997. After deducting the value of the notes and the accrued interest, Litigation Dynamics, Inc. lost $1,153,815 on the exchange and this loss was recorded as a charge to the Statement of Operations during the year ended September 30, 2012. | |
On May 23, 2012, VR Holdings, Inc. signed a $50,000 note with an investment group to generate additional funding. The note has an annual interest rate of 10% payable quarterly with the first payment date on August 23, 2012 with interest being accrued monthly. As a condition of the Separation Agreement between VR Holdings, Inc. and Litigation Dynamics, this note was transferred to Litigation Dynamics, Inc. and the responsibility for making interest and principals payments was transferred to Litigation Dynamics, Inc. with no recourse to VR Holdings, Inc. The note holder has agreed to these conditions, and thus VR Holdings, Inc. has no responsibility going forward to make any interest or principal payment associated with this note. The note is currently in default and the note holder has agreed to these conditions. |
NOTE_9_LITIGATION
NOTE 9. LITIGATION | 12 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
NOTE 9. LITIGATION | ' |
NOTE 9 – LITIGATION | |
The Company, through its subsidiaries, is involved in a lawsuit, styled Morton M. Lapides, SR., MML, Inc. and VR Holdings, Inc. v. Cerberus Capital Management, LP. All claims held by Mr. and Mrs. Morton M. Lapides, Sr. have been assigned to VR Holdings. It is our plan to use any proceeds received by us as a result of the below described litigation to fund our business plan going forward. If we are unsuccessful in the litigation or do not receive sufficient funds, we will be forced to sell additional equity to raise the capital we need to fund our anticipated operations. If we are not successful in raising any needed capital, our business plan will fail. | |
The Basis of our Litigation | |
The core of this claim is a breach of contract case pending in the Circuit Court of Cook County, Illinois under Cause No. 09 L 004607. MML, Inc. (“MML”) a wholly-owned subsidiary of VR Holdings, Transcolor Corp., a company owned by MML (“Transcolor”), and Morton M. Lapides, Sr. (“Lapides”) (together, the “plaintiffs”) allege that Madeleine LLC, a subsidiary of Cerberus Capital Management, LP (“Madeleine”) and Gordon Brothers Capital Corp. (“Gordon Brothers”) (together, the “defendants”) breached a Comprehensive Settlement and Shareholders Agreement, dated April 11, 1997 (the “Shareholders Agreement”) discussed below. The plaintiffs allegedly have suffered substantial damages as a result of the alleged breach of the Shareholders Agreement. The current procedural status is described in “Procedural History.” | |
Procedural History. There has been a lengthy procedural history attached to the litigation matter. Most recently, an Illinois Court of Appeals’ rulings constituted a complete reversal of the earlier dismissal of the complaint. On August 5, 2011, the Illinois Court of Appeals wrote to the Clerk of the Cook County Circuit Court stating that the mandate of the Appellate Court has been filed with the Cook County Circuit Court. In doing so, the case was returned to the trial court for further proceedings. Since the Illinois Court of Appeals reversed the judge’s dismissal, the case could have moved forward into the discovery phase where a number of issues will need to be explored. Either party may move for summary judgment at the conclusion of discovery. If there are any important remaining factual issues after summary judgment rulings, the case may then proceed to trial. | |
Roughly 10 months after the favorable ruling by the Court of Appeal, our counsel moved forward to reinstate the case to trial court. However, the trial court denied our motion to reinstate, finding that the claim was not reinstated within a reasonable time after the issuance of the mandate. An appeal was made to the Circuit Court of Cook County on this matter for reconsideration. On May 22, 2013, the Circuit Court judge affirmed that the trial court did not abuse its discretion when it denied our motion to reinstate reaffirming that the reinstatement did not occur within a reasonable time. This ruling was delivered only to local counsel in Illinois. VR Holdings awaited response from the court, and there was no communication. After substantial time passed, the appellate counsel who prepared the brief contacted local Illinois counsel about the progress of the response. On October 15, 2013, VR Holdings was notified that the Circuit Court judge had affirmed the decision on May 22, 2013. With substantial time passing, and a procedural requirement to file an appeal within 35 days of notification, the late notification prevented a typical procedural appeal to a higher court. | |
At this time, VR Holdings is using independent legal counsel to evaluate how to proceed based on this series of events. It is not possible to predict the ultimate resolution of the case. | |
Neither VR Holdings, Inc. nor counsel offers any guaranty regarding the outcome of the pending litigation. |
NOTE_10_SUBSEQUENT_EVENTS
NOTE 10. SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
NOTE 10. SUBSEQUENT EVENTS | ' |
NOTE 10 – SUBSEQUENT EVENTS | |
On January 5, 2014, a Letter of Intent was executed whereby VR Holdings is interested in acquiring all of the outstanding ownership interests (the “Acquisition”) of Enelco Environmental Technologies Co., Ltd. and EETC USA, LLC (collectively referred to as “EETC”) from China MPP Ventures, LLC, a Maryland limited liability company (“CMPP”) on terms that would be mutually agreeable. EETC is engaged in the business of industrial air pollution control. We previously reported the execution of the Letter of Intent by the filing of a Form 8-K with the Securities and Exchange Commission on January 8, 2014. Neither counsel nor VR Holdings offers any guarantee regarding the proposed acquisition, completion or outcome of the transaction. | |
VR Holdings and CMPP wish to commence negotiating a definitive written agreement providing for the Acquisition (the “Definitive Agreement”). To facilitate the negotiation of the Definitive Agreement, the parties request that VR Holdings’ counsel prepare an initial draft. The execution of the Definitive Agreement would be subject to the satisfactory completion of the ongoing investigation by VR Holdings and CMPP of their respective businesses, approval by their respective boards of directors, and the approval of the Acquisition by the stockholders of VR Holdings and owners of CMPP. | |
If the acquisition were to be completed, VR Holdings may be in a stronger position as a result of the acquisition to not only continue to grow the operations of EETC, but also to continue efforts in the litigation held by VR Holdings. Neither counsel not VR Holdings offers any guarantee regarding the proposed acquisition or outcome of the pending litigation. | |
The following organization changes have also occurred subsequent to the fiscal year end. On January 6, 2014, Harry J. Conn, due to personal reasons and the press of other matters, resigned as a director of the registrant. There were no disagreements between Mr. Conn and the registrant. Other than as a result of his board membership and serving on the audit committee of the registrant, Mr. Conn did not serve on any committee of our board of directors. The registrant has furnished to Mr. Conn a copy of the Form 8-K before its filing. Mr. Conn has been afforded an opportunity to state whether or not he agrees or disagrees with the statements contained herein. Mr. Conn has stated that he agrees with the statements contained in the Form 8-K. | |
On January 9, 2014, John E. Baker, due to personal reasons and the press of other matters, resigned as chairman, chief financial officer, principal accounting officer, and assistant secretary of the registrant. There were no disagreements between Mr. Baker and the registrant. Other than as a result of his board membership and serving on the audit committee of the registrant, Mr. Baker did not serve on any committee of our board of directors. The registrant has furnished to Mr. Baker a copy of the Form 8-K before its filing. Mr. Baker has been afforded an opportunity to state whether or not he agrees or disagrees with the statements contained herein. Mr. Baker has stated that he agrees with the statements contained in the Form 8-K. | |
Likewise, on January 9, 2014, our board of directors elected Matthew A. Lapides to be chairman, chief financial officer, principal accounting officer, and assistant secretary of the registrant. The registrant and Mr. Lapides have not entered into any material plan, contract or arrangement (whether or not written) to which Mr. Lapides is a party or in which he participates. Moreover, there has been no material amendment in connection with any triggering event or any grant or award to Mr. Lapides or modification thereto, under any such plan, contract or arrangement in connection with any such event. | |
The members of our board of directors are subject to change from time to time by the vote of the stockholders at special or annual meetings to elect directors. Officers are elected annually by the directors. There are no family relationships among our directors and officers. However, the family of Mr. Lapides is the owner of Deohge Corp., a Maryland corporation, the controlling stockholder of the registrant, whose executive officer and director is Pamela Lapides. There are no arrangements or understandings between Mr. Lapides and any other person pursuant to which he was or is to be selected as an officer or director of the registrant. | |
There has not been, in the past or since the beginning of the registrant's last fiscal year, or any currently proposed transaction, between Mr. Lapides and the registrant and the amount involved exceeded $120,000, and in which Mr. Lapides had or will have a direct or indirect material interest. As of the date of the Form 8-K filed with the Securities and Exchange Commission on January 9, 2014, the registrant and Mr. Lapides have not executed any compensation arrangement as a result of Mr. Lapides' service as an officer and director of the registrant. | |
Our board of directors has adopted charters for various committees; none of the committees has been organized. However, our complete board does serve as an audit committee. As a result of Mr. Lapides being a member of the board of directors of the registrant, he will serve on the audit committee of the registrant. |
NOTE_1_SUMMARY_OF_SIGNIFICANT_1
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Accounting Policies [Abstract] | ' | ||||||||||
Nature of Operations and Organization | ' | ||||||||||
Nature of Operations and Organization | |||||||||||
VR Holdings, Inc. (“VR Holdings” or the “Company”), a Delaware corporation, was incorporated in 1998 to be the parent company of a group of entities owned by MML, Inc. which was in turn controlled by Morton M. Lapides, Sr. and his family. The companies included in this consolidation were MML, Inc.(“MML”), Transcolor Corp. (“Transcolor”), Valley Rivet Company, Alleco, Inc. and Allegheny Pepsi Cola Bottling Company. VR Holdings, Inc. itself has never had any operations or employees but acted as a holding company only. | |||||||||||
VR Holdings is currently composed of two primary interests. On the one hand, the business of its wholly-owned subsidiary, Litigation Dynamics, Inc., a Texas corporation (“Litigation Dynamics”) as further described in Note 6 and Note 7 herein, and on the other hand, our interest in a litigation effort contained in The Cancer Foundation, Inc. v. Cerberus Capital Management, LP. For status of litigation see NOTE (9) – LITIGATION. | |||||||||||
During the year ended September 30, 2012, the Company merged with Litigation Dynamics, Inc. and subsequently decided to spin-off Litigation Dynamics, Inc. For additional details concerning this merger and subsequent spin-off see NOTE (7) – DISCONTINUED OPERATIONS. | |||||||||||
Subsequent to September 30, 2013, VR Holdings entered into a Letter of Intent for the acquisition of Enelco Environmental Technologies Co., Ltd and EETC USA, LLC from China MPP Ventures, LLC. We previously reported the execution of the Letter of Intent by the filing of a Form 8-K with the Securities and Exchange Commission on January 8, 2013. Neither counsel nor VR Holdings offers any guarantee regarding the proposed acquisition, completion or outcome of the transaction. See NOTE 10, SUBSEQUEST EVENTS. | |||||||||||
Basis of Presentation | ' | ||||||||||
Basis of Presentation | |||||||||||
The consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. | |||||||||||
Development Stage | ' | ||||||||||
Development Stage | |||||||||||
The Company re-entered the development stage on July 25, 2006. From inception to July 24, 2006, the Company had an accumulated deficit of $15,492,955. | |||||||||||
Principles of Consolidation | ' | ||||||||||
Principles of Consolidation | |||||||||||
The financial statements include the accounts of VR Holdings, Inc. and its subsidiaries. Intercompany transactions and balances have been eliminated. | |||||||||||
Estimates and Assumptions | ' | ||||||||||
Estimates and Assumptions | |||||||||||
Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Examples include valuation of stock-based compensation. Actual results and outcomes may differ from management’s estimates and assumptions. | |||||||||||
Cash and Cash Equivalents | ' | ||||||||||
Cash and Cash Equivalents | |||||||||||
The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. At September 30, 2013, the Company had $7,864 of cash, $7,580 of which is included in assets held for sale, and $0 cash equivalents. At September 30, 2012, the Company had $8,880 cash, $3,300 of which was included in assets held for sale, and $0 cash equivalents. | |||||||||||
Goodwill | ' | ||||||||||
Goodwill | |||||||||||
The Company follows the policy of recognizing Goodwill when acquiring a company or line of business to the extent that the assets acquired net of liabilities assumed is less than the value of the purchase price. The Goodwill generated is then evaluated as to its continuing value and any deterioration is amortized through charges to the Statement of Operations. | |||||||||||
Discontinued Operations. | ' | ||||||||||
Discontinued Operations. | |||||||||||
The Company follows the policy of segregating the assets and liabilities of subsidiaries or lines of business on its Balance Sheet from the assets liabilities of continuing subsidiaries or lines of businesses when it is decided to close or dispose of a subsidiary or line of business. The Company also, follows the policy of separately disclosing the assets and liabilities and the net operations of a subsidiary or line of business in its financial statements when it is decided to close or dispose of a subsidiary or line of business. | |||||||||||
Goodwill Impairment | ' | ||||||||||
Goodwill Impairment | |||||||||||
The Company follows the policy of annually reviewing the carrying value of its Goodwill assets as to any impairment of the current value. In those cases where there has been an impairment of the carrying value of Goodwill, the carrying value of Goodwill is adjusted to reflect this impairment through a charge to the current year Statement of Operations. | |||||||||||
Interests in Litigation | ' | ||||||||||
Interests in Litigation | |||||||||||
The interests in litigation are being accounted for as gain contingencies. Therefore, no amounts have been recorded for these interests in the consolidated financial statements. Any gains will be recorded when realized. | |||||||||||
Income Taxes | ' | ||||||||||
Income Taxes | |||||||||||
An asset and liability approach is used for financial accounting and reporting for income taxes. Deferred income taxes arise from temporary differences between income tax and financial reporting and principally relate to recognition of revenue and expenses in different periods for financial and tax accounting purposes and are measured using currently enacted tax rates and laws. In addition, a deferred tax asset can be generated by net operating loss carryforwards (“NOLs”). If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. | |||||||||||
Stock-Based Compensation | ' | ||||||||||
Stock-Based Compensation | |||||||||||
We measure compensation cost at the grant date based on the fair value of the award and recognize compensation cost upon the probable attainment of a specified performance condition or over a service period. | |||||||||||
Reclassifications | ' | ||||||||||
Reclassifications | |||||||||||
Certain amounts from prior periods have been reclassified to conform to the current period presentation. | |||||||||||
Earnings (Loss) Per Common Share | ' | ||||||||||
Earnings (Loss) Per Common Share | |||||||||||
Basic net earnings (loss) per common share are computed by dividing net earnings (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. | |||||||||||
The dilutive effect of outstanding stock options and warrants is reflected in diluted earnings per share by application of the treasury stock method. The dilutive effect of outstanding convertible securities is reflected in diluted earnings per share by application of the if-converted method. | |||||||||||
The Company has no outstanding stock options, warrants, or convertible securities which would be considered dilutive at September 30, 2013. As of September 30, 2013 and 2012, the Company had 10,000,000 and 9,000,000 common stock warrants outstanding, respectively, with an exercise price of $0.10 per share for all Warrants. At September 30, 2013 and 2012, the market for the common shares of VR Holdings, Inc. was so limited that it was determined that it was impossible for sufficient number of options to be exercised to cause any dilutive effect upon the earnings per share calculation. | |||||||||||
The basic net loss per common share is computed by dividing the net loss by the weighted average number of shares outstanding during a period. Diluted net loss per common share is computed by dividing the net loss, adjusted on an as if converted basis, by the weighted average number of common shares outstanding plus potential dilutive securities using the treasury stock method. For the years ended September 30, 2013 and 2012, potential dilutive securities that had an anti-dilutive effect were not included in the calculation of diluted net loss per common share. These securities include options and warrants to purchase shares of common stock. Under the treasury stock method, an increase in the fair market value of the Company’s common stock results in a greater dilutive effect from outstanding options, restricted stock awards and common stock warrants. | |||||||||||
As of September 30, 2013 and 2012, there are no potentially dilutive securities that are anti-dilutive. | |||||||||||
Fair Value of Financial Instruments | ' | ||||||||||
Fair Value of Financial Instruments | |||||||||||
Effective January 1, 2008, the Company adopted the framework for measuring fair value that establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: | |||||||||||
Basis of Fair Value Measurement | |||||||||||
Level 1 Observable input that reflects quoted prices (unadjusted) for identical assets or liabilities in active markets. | |||||||||||
Level 2 Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the asset or the liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |||||||||||
Level 3 Unobservable inputs reflecting the Company's own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. | |||||||||||
The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable, loans payable, and amounts due related parties. Pursuant to ACS 820, the fair value of our cash is determined based on “Level 1” which consist of quote active markets for identical assets, We believe that the recorded values of all of our other financial instruments approximates current fair values because of their nature and respective maturity dates or durations. Amounts in each level include: | |||||||||||
As of September 30, 2013 | |||||||||||
2013 | 2012 | ||||||||||
Level 1 | $ | 0 | $ | 0 | |||||||
Level 2 | $ | 0 | $ | 0 | |||||||
Level 3 | $ | 0 | $ | 0 | |||||||
Recently Issued Accounting Pronouncements | ' | ||||||||||
Recently Issued Accounting Pronouncements | |||||||||||
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to: | |||||||||||
- | Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and | ||||||||||
- | Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense. | ||||||||||
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations. | |||||||||||
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations. | |||||||||||
In October 2012, the FASB issued Accounting Standards Update ASU 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations. | |||||||||||
In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations. | |||||||||||
In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 has not had a material impact on our financial position or results of operations. | |||||||||||
In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 has not had a material impact on our financial position or results of operations. | |||||||||||
In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position. | |||||||||||
There were various other accounting standards and interpretations issued recently, none of which are expected to have a material impact on our consolidated financial position, operations or cash flows. |
NOTE_1_SUMMARY_OF_SIGNIFICANT_2
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Accounting Policies [Abstract] | ' | ||||||||||
Basis of Fair Value Measurement | ' | ||||||||||
As of September 30, 2013 | |||||||||||
2013 | 2012 | ||||||||||
Level 1 | $ | 0 | $ | 0 | |||||||
Level 2 | $ | 0 | $ | 0 | |||||||
Level 3 | $ | 0 | $ | 0 |
NOTE_3_INCOME_TAXES_Tables
NOTE 3. INCOME TAXES (Tables) | 12 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||
Components of Income Tax Provision (Benefit) | ' | ||||||||||
Year ended September 30, | |||||||||||
2013 | 2012 | ||||||||||
Current | $ | — | $ | — | |||||||
Deferred | — | — | |||||||||
Total | $ | — | $ | — | |||||||
Reconciliation of Effective Income Tax Expense (Benefit) | ' | ||||||||||
Year Ended September 30, | |||||||||||
2013 | 2012 | ||||||||||
Computed federal income tax provision (benefit) | $ | (203,285 | ) | $ | (2,351,922 | ) | |||||
Shares for Services | — | 765,000 | |||||||||
Stock-based compensation | 458,149 | 3,260,588 | |||||||||
Impairment expense | — | 1,266,892 | |||||||||
Loss on Debt Conversion | — | 1,153,815 | |||||||||
Increase in valuation allowance | (254,864 | ) | (4,094,373 | ) | |||||||
$ | — | $ | — | ||||||||
Tax Effected Temporary Differences and Tax Loss Carryforwards | ' | ||||||||||
Year Ended September 30, | |||||||||||
2013 | 2012 | ||||||||||
Deferred tax assets: | |||||||||||
Net operating loss carryforwards | $ | 9,269,244 | $ | 9,146,580 | |||||||
Valuation allowance | (9,269,244 | ) | (9,146,580 | ) | |||||||
Total deferred tax asset | $ | — | $ | — |
NOTE_6_ACQUISITION_Tables
NOTE 6. ACQUISITION (Tables) | 12 Months Ended | ||||
Sep. 30, 2013 | |||||
Business Combinations [Abstract] | ' | ||||
Allocation of the Purchase Price to Assets and Liabilities | ' | ||||
Cash | $ | 270 | |||
Account receivable, net of allowance of $26,000 | 4,380 | ||||
Accounts payable | (41,374 | ) | |||
Notes payable – related party | (87,668 | ) | |||
Note payable – long term debt | (300,000 | ) | |||
Net tangible Assets/liabilities | $ | (424,392 | ) | ||
Trade-names | 4,000 | ||||
Cash paid by Litigation Dynamics to VR Holdings | 20,000 | ||||
Goodwill | 1,262,892 | ||||
Total Net Assets Acquired | $ | 862,500 | |||
Total consideration paid - Common stock (paid to Litigation Dynamics, Inc.) | $ | 862,500 |
Note_7_DISCONTINUED_OPERATION_
Note 7. DISCONTINUED OPERATION (Tables) | 12 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||
Components of Discontinued Operations | ' | ||||||||
Year Ended September 30, | |||||||||
2013 | 2012 | ||||||||
Revenue | $ | — | $ | — | |||||
Expenses: | |||||||||
General and administrative | $ | 35,432 | $ | 1,207,933 | |||||
Loss from operations | $ | 35,432 | $ | 1,207,933 | |||||
Other Income (expenses): | |||||||||
Interest Expense | $ | 5,000 | $ | 76,182 | |||||
Net income (loss) | $ | (40,432 | ) | $ | (1,284,115 | ) | |||
Assets: | |||||||||
Cash | $ | 7,580 | $ | 3,300 | |||||
Due from related party | $ | 8,467 | $ | 44,000 | |||||
Total assets held for sale | $ | 16,047 | $ | 47,300 | |||||
Liabilities: | |||||||||
Accounts payable | $ | 12,737 | $ | 3,513 | |||||
Amounts due related parties | $ | 27,355 | $ | 27,354 | |||||
Notes payable – in default | $ | 50,000 | $ | 50,000 | |||||
Total liabilities related to assets held for sale | $ | 90,092 | $ | 80,867 |
NOTE_1_SUMMARY_OF_SIGNIFICANT_3
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basis of Fair Value Measurement (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
Level 1 | ' | ' |
Fair Value of Financial Instruments | $0 | $0 |
Level 2 | ' | ' |
Fair Value of Financial Instruments | 0 | 0 |
Level 3 | ' | ' |
Fair Value of Financial Instruments | $0 | $0 |
NOTE_1_SUMMARY_OF_SIGNIFICANT_4
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | Jul. 27, 2006 |
Accounting Policies [Abstract] | ' | ' | ' | ' |
Accumulated Deficit | ($15,492,955) | ($15,492,955) | ' | $15,492,955 |
Cash | 7,864 | 8,880 | ' | ' |
Assets Held for Sale | 7,580 | 3,300 | ' | ' |
Cash Equivalents | 0 | 0 | ' | ' |
Common Stock Warrants Outstanding | $10,000,000 | $9,000,000 | ' | ' |
Warrants, Exercise Price | $0.10 | ' | ' | ' |
NOTE_2_GOING_CONCERN_Details_N
NOTE 2. GOING CONCERN (Details Narrative) (USD $) | 1 Months Ended | 2 Months Ended | 6 Months Ended | ||
Apr. 30, 2012 | Dec. 31, 2011 | Aug. 30, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' | ' | ' | ' |
Assets | ' | ' | ' | $16,331 | $52,880 |
Liabilities | ' | ' | ' | 642,504 | ' |
Working Capital Deficit | ' | ' | ' | 626,173 | ' |
Common Stock, Shares Sold | 50,000 | 480,694 | 50,000 | ' | ' |
Sale of Stock, Consideration Received | $5,000 | $43,263 | $5,000 | ' | ' |
NOTE_3_INCOME_TAXES_Components
NOTE 3. INCOME TAXES - Components of Income Tax Provision (Benefit) (Details) (USD $) | 12 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' |
Current | ' | ' |
Deferred | ' | ' |
Total | ' | ' |
NOTE_3_INCOME_TAXES_Reconcilia
NOTE 3. INCOME TAXES - Reconciliation of Effective Income Tax Expense (Benefit) (Details) (USD $) | 2 Months Ended | 3 Months Ended | 7 Months Ended | 12 Months Ended | 86 Months Ended | |||
Dec. 31, 2011 | Feb. 28, 2011 | Nov. 30, 2010 | Aug. 24, 2010 | 10-May-10 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' |
Computed federal income tax provision (benefit) | ' | ' | ' | ' | ' | ($203,285) | ($2,351,922) | ' |
Shares for Services | 480,694 | 21,000,000 | 25,200,000 | 100,000 | 300,000 | ' | 765,000 | ' |
Stock-based compensation | ' | ' | ' | ' | ' | 458,149 | 3,260,588 | 4,005,475 |
Impairment expense | ' | ' | ' | ' | ' | ' | 1,266,892 | ' |
Loss on Debt Conversion | ' | ' | ' | ' | ' | ' | 1,153,815 | -1,153,815 |
Increase in valuation allowance | ' | ' | ' | ' | ' | ($254,864) | ($4,094,373) | ' |
NOTE_3_INCOME_TAXES_Tax_Effect
NOTE 3. INCOME TAXES - Tax Effected Temporary Differences and Tax Loss Carryforwards (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
Deferred tax assets: | ' | ' |
Net operating loss carryforwards | $9,269,244 | $9,146,580 |
Valuation allowance | -9,269,244 | -9,146,580 |
Total deferred tax asset | ' | ' |
NOTE_3_INCOME_TAXES_Details_Na
NOTE 3. INCOME TAXES (Details Narrative) (USD $) | 12 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' |
Net Operating Loss Carryforwards | $9,269,244 | $9,146,580 |
Valuation Allowance Increase | ($254,864) | ($4,094,373) |
NOTE_4_EQUITY_Details_Narrativ
NOTE 4. EQUITY (Details Narrative) (USD $) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | 86 Months Ended | ||||||||||||
Sep. 29, 2012 | Apr. 30, 2012 | Jan. 31, 2012 | Dec. 31, 2011 | Feb. 28, 2011 | Nov. 30, 2010 | Aug. 24, 2010 | Aug. 30, 2011 | 10-May-10 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | Sep. 30, 2010 | Sep. 30, 2009 | Sep. 30, 2013 | Aug. 13, 2013 | Nov. 29, 2010 | Aug. 30, 2010 | 9-May-10 | |
Stock Issued for Services, Shares | ' | ' | ' | 480,694 | 21,000,000 | 25,200,000 | 100,000 | ' | 300,000 | ' | 765,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued for Services, Value | ' | ' | ' | $43,263 | $13,745 | $16,493 | $65 | ' | $196 | ' | $765,000 | $30,238 | $261 | $17,018 | $765,000 | ' | ' | ' | ' |
Stock Issuance, Price per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($0.00) | ' | ($0.00) |
Warrants Issued, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,000,000 | ' | ' | ' | ' | 1,000,000 | ' | 2,000,000 | ' |
Warrants Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.10 | ' | ' | ' | ' | ' | ' | $0.10 | ' |
Warrants Issued, Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,260,588 | ' | ' | ' | ' | 458,149 | ' | 1,308 | ' |
Common Stock, Shares Sold | ' | 50,000 | ' | 480,694 | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Value of Shares Sold | ' | 5,000 | ' | 43,263 | ' | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sales Commissions | ' | ' | ' | 4,806 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition, Consideration, Shares | ' | ' | 17,500,000 | ' | ' | ' | ' | ' | ' | ' | 17,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Cancelled | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued, Debt, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued Interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | 76,182 | ' | ' | ' | ' | 76,182 | ' | ' | ' | ' |
Stock Issued, Debt, Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,539,997 | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on Exchange of Shares for Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,153,815 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forgiveness of a Related Party Account Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,955 | ' | ' | ' | ' | $5,955 | ' | ' | ' | ' |
Reduction [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition, Consideration, Shares | ' | ' | 10,250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Litigation Dynamics Shareholder [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition, Consideration, Shares | ' | ' | -5,750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversionof Debt [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition, Consideration, Shares | ' | ' | -3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cap Net Security Corp [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition, Consideration, Shares | ' | ' | -1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NOTE_5_RELATED_PARTY_TRANSACTI1
NOTE 5. RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 12 Months Ended | 86 Months Ended | |||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | Sep. 30, 2010 | Sep. 30, 2009 | Sep. 30, 2008 | Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Contributed Capital | $0 | $1,837 | $15,216 | $116,961 | $19,567 | $15,000 | ' |
Forgiveness of Related Party Payable | $5,955 | ' | ' | ' | ' | ' | $5,955 |
NOTE_6_ACQUISITION_Allocation_
NOTE 6. ACQUISITION - Allocation of the Purchase Price to Assets and Liabilities (Details) (USD $) | Sep. 30, 2013 |
Business Combinations [Abstract] | ' |
Cash | $270 |
Account receivable, net of allowance of $26,000 | 4,380 |
Accounts payable | -41,374 |
Notes payable-related party | -87,668 |
Note payable-long term debt | -300,000 |
Net tangible Assets/liabilities | -424,392 |
Trade-names | 4,000 |
Cash paid by Litigation Dynamics to VR Holdings | 20,000 |
Goodwill | 1,262,892 |
Total Net Assets Acquired | 862,500 |
Total consideration paid - Common stock (paid to Litigation Dynamics, Inc.) | $862,500 |
NOTE_6_ACQUISITION_Details_Nar
NOTE 6. ACQUISITION (Details Narrative) (USD $) | 12 Months Ended |
Sep. 30, 2013 | |
Business Combinations [Abstract] | ' |
Intangible Assets, Tradenames | $4,000 |
Intangible Assets, Goodwill | $1,262,892 |
Note_7_DISCONTINUED_OPERATION_1
Note 7. DISCONTINUED OPERATION - Components of Discontinued Operations (Details) (USD $) | 12 Months Ended | 86 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Discontinued Operations and Disposal Groups [Abstract] | ' | ' | ' |
Revenue | ' | ' | ' |
General and administrative | 35,432 | 1,207,933 | ' |
Loss from operations | 35,432 | 1,207,933 | ' |
Interest Expense | 5,000 | 76,182 | ' |
Net income (loss) | -40,432 | -1,284,115 | -1,324,547 |
Cash | 7,580 | 3,300 | 7,580 |
Due from related party | 8,467 | 44,000 | 8,467 |
Total assets held for sale | 16,047 | 47,300 | 16,047 |
Accounts payable | 12,737 | 3,513 | 12,737 |
Amounts due related parties | 27,355 | 27,354 | 27,355 |
Notes payable b in default | 50,000 | 50,000 | 50,000 |
Total liabilities related to assets held for sale | $90,092 | $80,867 | $90,092 |
Note_7_DISCONTINUED_OPERATION_2
Note 7. DISCONTINUED OPERATION (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Bad Debt Expense | ' | ' | $63,660 |
Cash Received, Discontinued Operations | ' | 30,000 | ' |
Acquisition, Consideration, Shares | 17,500,000 | ' | 17,500,000 |
Stock Issued, Debt, Shares | ' | 3,000,000 | 3,000,000 |
Stock Issued, Debt, Value | ' | $1,539,997 | $300,000 |
Reduction [Member] | ' | ' | ' |
Acquisition, Consideration, Shares | 10,250,000 | ' | ' |
Cap Net Security Corp [Member] | ' | ' | ' |
Acquisition, Consideration, Shares | -1,500,000 | ' | ' |
NOTE_8_DEBT_Details_Narrative
NOTE 8. DEBT (Details Narrative) (USD $) | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | 23-May-12 | |
Debt Disclosure [Abstract] | ' | ' | ' |
Note Payable, Fair Value | ' | ' | $50,000 |
Note Payable, Interest Rate | ' | ' | 10.00% |
Stock Issued, Debt, Shares | 3,000,000 | 3,000,000 | ' |
Stock Issued, Debt, Value | 1,539,997 | 300,000 | ' |
Debt | 300,000 | ' | ' |
Accrued Interest | 76,182 | ' | ' |
Loss on Exchange of Shares for Debt | $1,153,815 | ' | ' |