Docoh
Loading...

VRVR Virtual Interactive Technologies

Filed: 6 Oct 21, 4:32pm
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

      Date of Report (date of earliest event reported): September 23, 2021

                     VIRTUAL INTERACTIVE TECHNOLOGIES CORP.
                     --------------------------------------
             (Exact name of Registrant as specified in its charter)

          Nevada                     None                      36-4752858
   -------------------        -------------------      ------------------------
(State or other jurisdiction (Commission File No.)           (IRS Employer
     of incorporation)                                     Identification No.)

                        600 17th Street, Suite 2800 South
                                Denver, CO 80202
                     --------------------------------------
          (Address of principal executive offices, including Zip Code)

       Registrant's telephone number, including area code: (303) 228-7120
                                                           --------------

                      ------------------------------------
          (Former name or former address if changed since last report)

Check appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy  the filing  obligation  of the  registrant  under any of the  following
provisions (see General Instruction A.2. below)

[ ] Written communications pursuant to Rule 425 under the Securities Act (17
    CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-14(c) under the
    Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the  Registrant is an emerging  growth company as
defined in Rule 405 of the  Securities  Act of 1933 (230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).

       Emerging Growth Company [ ]

If an emerging  growth  company,  indicate by check mark 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 13a of the
Exchange Act. [ ]

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

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





ITEM 2.03 Creation of a Direct  Financial  Obligation or an Obligation  under an
          Off-Balance Sheet Arrangement of a Registrant.

On September 23, 2021,  the Company  borrowed  $217,375 from an unrelated  third
party.  The loan is evidenced by a promissory  note in the  principal  amount of
$235,000.  The note is unsecured,  and bears  interest at 12.5% per year, and is
due and  payable  on March  23,  2022.  If the note is not paid  when  due,  the
principal  amount of the note will  increase to $250,000 and the interest on the
note will  increase to 15% per year. If the note is not paid when due, or in the
event of  other  items at  default  as  provided  in the  note,  the note may be
converted into shares of the Company's  common stock. The number of shares to be
issued upon any  conversion  will be  determined  by  dividing  the amount to be
converted by the lesser of 90% the lowest trading price of the Company's  common
stock (i) during the twenty  trading days  preceding  September 23, 2021 or (ii)
during the twenty  trading days  preceding  the date of the  conversion  of this
Note. As further  consideration  for making the loan;  the Company issued 82,500
shares of its restricted common stock to the note holder.

If the note is not paid when due, or in the event of other items of default, the
amount to be converted and the shares  issuable upon  conversion  are subject to
adjustment.

The  description  of the terms of the note is  qualified  in all respects by the
provisions  of the note which  will be filed as an  exhibit  to an  amended  8-K
report. A Securities Purchase Agreement, which relates to the note, will also be
filed as an exhibit to an amended 8-K report.

ITEM 3.02. Unregistered Sale of Equity Securities.

The  Company  relied  upon the  exemption  provided  by  Section  4(a)(2) of the
Securities Act of 1933 in connection with issuance of the note described in Item
2.03 of this  report.  The  person  who  acquired  the note was a  sophisticated
investor and was provided full information  regarding the Company's business and
operations. There was no general solicitation in connection with the issuance of
the  note.  The  person  who  acquired  the note  acquired  the note for its own
account.

ITEM 3.01. Financial Statements and Exhibits.

Exhibit #   Description

10.1        Securities Purchase Agreement
            (to be filed as an amendment to this 8-K report)

10.2        Promissory Note
            (to be filed as an amendment to this 8-K report)





                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


Date:  September 30, 2021           VIRTUAL INTERACTIVE TECHNOLOGIES
                                      CORP.


                                    By:/s/ Janelle Gladstone
                                    ------------------------
                                     Janelle Gladstone
                                     Chief Financial Officer