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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><FONT STYLE="text-transform: uppercase"><B>United
  States</B></FONT><BR>
  <FONT STYLE="text-transform: uppercase"><B>Securities and Exchange Commission</B></FONT><BR>
  <FONT STYLE="text-transform: uppercase"><B>Washington, D.C. 20549</B></FONT><BR>
  <BR>
  ____________________________________________________<BR>
  <BR>
  <B>FORM 8-K</B><BR>
  <BR>
  <B>CURRENT REPORT</B><BR>
  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934<BR>
  <BR>
  Date of Report (Date of earliest event reported): January 5, 2014<BR>
  <BR>
  <BR>
  <B>VR HOLDINGS, INC.</B><BR>
  (Exact name of registrant as specified in its charter)<BR>
  <BR>
  <BR>
  <B>Delaware</B><BR>
  (State or other jurisdiction of incorporation or organization)</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse">
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      <TD STYLE="width: 56%; padding-right: 5.4pt; padding-bottom: 12pt; padding-left: 5.4pt; font: 10pt Times New Roman, Times, Serif; text-align: center"><BR>
  <FONT STYLE="font-size: 10pt"><B>333-166884</B></FONT><BR>
  <FONT STYLE="font-size: 10pt">(Commission File Number)</FONT></TD>
      <TD STYLE="width: 44%; padding-right: 5.4pt; padding-left: 5.4pt">
          <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>52-2130901</B></P>
          <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center">(IRS Employer Identification No.)</P></TD></TR>
  <TR STYLE="vertical-align: top">
      <TD STYLE="font: 10pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-bottom: 12pt; padding-left: 5.4pt; text-align: center"><BR>
  <FONT STYLE="font-size: 10pt"><B>1615 Chester Road, Chester, Maryland</B></FONT><BR>
  <FONT STYLE="font-size: 10pt">(principal executive offices)</FONT></TD>
      <TD STYLE="font: 10pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-bottom: 12pt; padding-left: 5.4pt; text-align: center"><BR>
  <FONT STYLE="font-size: 10pt"><B>21619</B></FONT><BR>
  <FONT STYLE="font-size: 10pt">(Zip Code)</FONT></TD></TR>
  </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center"><BR>
  <B>(443) 519-0129</B><BR>
  (Registrant&rsquo;s telephone number, including area code)</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center">_____________________________________________________________________________________________</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: left">Check the 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:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: left">[ ]&#9;Written communications pursuant
  to Rule 425 under the Securities Act</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: left">[ ]&#9;Soliciting material pursuant to
  Rule 14a-12 under the Exchange Act</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: left">[ ]&#9;Pre-commencement communications
  pursuant to Rule 14d-2(b) under the Exchange Act</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: left">[ ]&#9;Pre-commencement communications
  pursuant to Rule 13e-4(c) under the Exchange Act</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">&nbsp;</P>
  
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  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top; text-align: justify">
  <TD STYLE="width: 30pt; text-align: right">Item&nbsp;5.02.</TD><TD STYLE="width: 5pt"></TD><TD STYLE="text-align: justify">Departure of Directors or Certain Officers; Election of Directors; Appointment of
  Certain Officers; Compensatory Arrangements of Certain Officers.</TD>
  </TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in"></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">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. Although, 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. 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.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">The registrant has furnished to Mr. Conn
  a copy of this 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 this Form 8-K. An executed
  copy of Mr. Conn&rsquo;s resignation letter is attached to this Form 8-K as an exhibit.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">Likewise, on January 6, 2014, our board
  of directors elected Matthew A. Lapides to be president, chief executive officer and a director of the registrant. Mr. Lapides
  replaces John E. Baker as president of the registrant. Mr. Baker will continue as chairman of the board, chief financial officer,
  principal accounting officer, and assistant secretary of the registrant.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">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.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">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, the step-mother of Mr. 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.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">There has not been, in the past or since
  the beginning of the registrant&rsquo;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 this Form 8-K, the registrant and Mr. Lapides have not executed any compensation arrangement as a result of Mr.
  Lapides&rsquo; service as an officer and director of the registrant.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">As stated above, 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.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">A description of the business experience
  for Mr. Lapides is set forth below.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">Matthew A. Lapides, age 44, was elected
  an officer and director of the registrant on January 6, 2014. Mr. Lapides has been an entrepreneur for nearly 25 years, with the
  most recent 15 years in the financial services industry. He has been involved in establishing and/or operating a range of businesses
  and has gained a unique expertise in resolving complex issues, reversing business trends, building a corporate culture and maximizing
  business and shareholder profitability. Most recently, Mr. Lapides was a founding member of an SEC Registered Investment Adviser
  (RIA)and engaged in providing a wide range of platform services to independent investment advisors. The platform solutions were
  typically composed of; arranging of client custody and clearing solutions, operational services, business technology and the state
  and federal compliance/regulatory infrastructure required for</P>
  
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt">successful financial advisors to effectively launch and maintain
  a compliant practice. Mr. Lapides also personally provides continuous and ongoing financial advice to a select group of families
  as well as small to mid size businesses</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">Prior to his work in the RIA space, Mr.
  Lapides served on the Executive Team of a Private Bank and was the Managing Director of the institution&rsquo;s multiple locations
  Wealth Management Division. The private bank was acquired by a publicly-traded company, Boston Private Financial Holdings (Ticker:
  BPFH). During his tenure, Mr. Lapides was responsible for strategic direction of the division and corporate communications with
  the parent.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">From September 1998 to January 2009,
  Mr. Lapides was employed by Merrill Lynch Pierce Fenner &amp; Smith where he served in both production and leadership roles over
  11+ years. Mr. Lapides provided investment advice to families, small and mid size businesses and foundations and was also involved
  in middle market transactions. He was ultimately selected by the firm&rsquo;s leadership team to become the Director of one of
  the firm&rsquo;s largest offices. Mr. Lapides was responsible for all aspects of the operation with little supervision.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">From April 1994 to September 1998, Mr.
  Lapides was employed by Joyride, Inc., a company he founded to engaged in manufacturing bicycles and sporting goods produced in
  Taiwan and distributed throughout hubs in the United States, Japan, Australia and Europe. The business was also engaged in establishing
  joint ventures between U.S. and Chinese businesses in a variety of industries. The business was successfully sold in 1998.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">From May 1991 to March 1994, Mr. Lapides
  was employed by Transcolor Corporation, in Garden Grove, California, the nation&rsquo;s largest apparel screen printer. He initially
  served in a sales and marketing capacity and ultimately served as President.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">Mr. Lapides currently maintains his FINRA
  Series 7, 66, 9, 10, 23, Life Health and VA licenses and CFP<SUP>&reg; </SUP>designation. Mr. Lapides earned a Bachelors of Science
  in Business and Economics in May 1991 from Lehigh University and became a College of Financial Planning certificant in July 2005.</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0in">Item 8.01.&nbsp;Other Events.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">On January 5, 2014, a Letter of Intent
  was executed by VR Holdings, Inc., a Delaware corporation (&ldquo;VR Holdings&rdquo;) and China MPP Ventures, LLC, a Maryland limited
  liability company (&ldquo;CMPP&rdquo;) whereby VR Holdings is interested in exploring the possibility of acquiring all of the outstanding
  ownership interests (the &ldquo;Acquisition&rdquo;) of Enelco Environmental Technologies Co., Ltd (EETC). and EETC USA, LLC (collectively
  referred to as &ldquo;EETC&rdquo;) from CMPP on terms that would be mutually agreeable. EETC is primarily engaged in business of
  air pollution control and utilizes a process to acquire proven technology, develop the technology to meet specialized needs, localize
  the procurement and manufacturing process, and commercialize the products. As a result, EETC is involved in air pollution control
  business in China, manufactures and sells equipment to multinational corporations and provides procurement services for technical
  products to small and medium sized enterprises.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">In that regard, VR Holdings and CMPP
  wish to commence negotiating a definitive written agreement providing for the Acquisition (the &ldquo;Definitive Agreement&rdquo;).
  To facilitate the negotiation of the Definitive Agreement, the parties request that VR Holdings&rsquo; 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.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">Based upon the information currently
  known to VR Holdings, it is proposed that the Definitive Agreement include the following terms:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">1.&#9;<U>Basic Transaction</U>. VR Holdings
  proposes to acquire all of the outstanding ownership interests of EETC by means of the Acquisition between CMPP and a wholly-owned
  subsidiary of VR Holdings whereby CMPP would receive in exchange for 48,000,000 shares of the common stock of VR Holdings (the
  &ldquo;VR Holdings Common Stock&rdquo;) so that following the closing of the Acquisition (the &ldquo;Closing&rdquo;) VR Holdings
  would own all of the issued</P>
  
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt">and outstanding ownership interests of EETC. It is understood
  that the VR Holdings Common Stock to be received by CMPP in the Acquisition would, upon their issuance, be restricted pursuant
  to the Securities Act of 1933, as amended.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">2.&#9;<U>Other Terms</U>. VR Holdings
  and CMPP would make comprehensive representations and warranties to each other and would provide comprehensive covenants, indemnities
  and other protections for the benefit of the parties and their respective stockholders and owners. The consummation of the Acquisition
  by the parties would be subject to the satisfaction of various financial and organizational conditions including:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 70.2pt">(a)&#9;An evaluation by each of the
  parties that the value of each of VR Holdings and CMPP on the date of the Closing (the &ldquo;Closing Date&rdquo;) is such that
  the Acquisition is in the best interests of the stockholders of VR Holdings and the owners of CMPP on the Closing Date.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 70.2pt">(b)&#9;The receipt by VR Holdings of
  certain funding required for operational needs within specific time frames.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 70.2pt">(c)&#9;Following the Closing, the Board
  of Directors of VR Holdings shall consist of John E. Baker, Michael H. Zhu, and Matthew A. Lapides, until the next annual meeting
  or until such time as their successors have been elected and qualified. Promptly after the Closing, VR Holdings shall cause the
  necessary resolutions to be adopted to implement the requirements of this subparagraph.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 70.2pt">(d)&#9;Following the Closing, the officers
  of VR Holdings shall be Michael H. Zhu, Chairman of the Board, Matthew A. Lapides, President and Chief Executive Officer, and John
  E. Baker, Chief Financial Officer, Chief Accounting Officer, Vice President, and Secretary, until the next annual meeting or until
  such time as their successors have been elected and qualified. Promptly after the Closing, VR Holdings shall cause the necessary
  resolutions to be adopted to implement the requirements of this subparagraph.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 70.2pt">(e)&#9;It is understood by the parties
  that VR Holdings does not currently have a class of preferred stock. Promptly after the Closing, VR Holdings shall take steps to
  amend its Certificate of Incorporation in the State of Delaware to increase its authorized shares of VR Holdings Common Stock and
  to create a class of preferred stock sufficient to provide for the future needs of VR Holdings.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 70.2pt">(f)&#9;Notwithstanding anything contained
  in the Definitive Agreement to the contrary, in the event that the funding requirements are not satisfactorily met, VR Holdings
  shall have a right to rescind the Definitive Agreement, in which event any shares of the VR Holdings Common Stock, the VR Holdings
  Class A Preferred Stock, or the VR Holdings Class B Preferred Stock delivered to CMPP shall be cancelled and immediately returned
  to VR Holdings and the entire ownership interests in EETC shall be immediately returned by VR Holdings to CMPP.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 70.2pt">(g)&#9;In the event of the Rescission,
  Michael H. Zhu shall be deemed to have resigned as a director and officer of VR Holdings.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">(h)&#9;Such other matters as may be stated
  in the Definitive Agreement.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">The following paragraphs of the Letter
  of Intent (the &ldquo;Binding Provisions&rdquo;) are the legally binding and enforceable agreements of VR Holdings and CMPP.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">3.&#9;<U>Access</U>. During the period
  from the date the Letter of Intent is signed on behalf of CMPP (the &ldquo;Signing Date&rdquo;) until the date on which either
  party provides the other party with written notice that negotiations toward the Definitive Agreement are terminated (the &ldquo;Termination
  Date&rdquo;), each of the parties will afford the other full and free access to such party, its personnel, properties, contracts,
  books and records and all other documents and data, subject to the confidentiality provisions referred to or described in Paragraph
  7 of the Letter of Intent.</P>
  
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">4.&#9;<U>Exclusive Dealing</U>. Until
  the later of 90 days after the Signing Date, or the Termination Date:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 70.2pt">(a)&#9;CMPP will not, directly or indirectly,
  through any representative or otherwise, solicit or entertain offers from, negotiate with or in any manner encourage, discuss,
  accept or consider any proposal of any other person relating to the acquisition of EETC or the ownership interests of EETC, its
  assets or business, in whole or in part, whether directly or indirectly, through purchase, consolidation or otherwise (other than
  sales of inventory in the ordinary course); and</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 70.2pt">(b)&#9;CMPP will immediately notify
  VR Holdings regarding any contact between CMPP or its representatives and any other person regarding any such offer or proposal
  or any related inquiry.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">5.&#9;<U>Conduct of Business</U>. During
  the period from the Signing Date until the Termination Date, CMPP shall ensure that EETC shall operate its business in the ordinary
  course and refrain from any extraordinary transactions. In addition, during such period, CMPP shall ensure that EETC shall not
  issue any additional ownership interests.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">6.&#9;<U>Confidentiality</U>. Except
  as and to the extent required by law, neither VR Holdings nor CMPP will disclose or use, and will direct its representatives not
  to disclose or use to the detriment of VR Holdings or CMPP, any Confidential Information (as defined below) with respect to VR
  Holdings or CMPP furnished, or to be furnished, by each party or its representatives to the other party or its representatives
  at any time or in any manner other than in connection with its evaluation of the transaction proposed in the Letter of Intent.
  For purposes of this paragraph, &ldquo;Confidential Information&rdquo; means any information about VR Holdings or CMPP stamped
  &ldquo;confidential&rdquo; or identified in writing as such to a party hereunder to the other promptly following its disclosure,
  unless (a) such information is already known to the non-disclosing party or its representatives or to others not bound by a duty
  of confidentiality at the time of its disclosure or such information becomes publicly available through no fault of the non-disclosing
  party or its representatives; (b) the use of such information is necessary or appropriate in making any filing or obtaining any
  consent or approval required for the consummation of the Acquisition; or (c) the furnishing or use of such information is required
  by or necessary or appropriate in connection with legal proceedings. Upon the written request of either party hereunder, the other
  will promptly return to requesting or destroy any Confidential Information in its possession and certify in writing to the requesting
  party that it has done so.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">7.&#9;<U>Disclosure</U>. Except as and
  to the extent required by law, without the prior written consent of the other party, neither VR Holdings nor CMPP will, and each
  will direct its representatives not to make, directly or indirectly, any public comment, statement or communication with respect
  to, or otherwise to disclose or to permit the disclosure of the existence of discussions regarding, a possible transaction between
  VR Holdings and CMPP or any of the terms, conditions or other aspects of the transaction proposed in the Letter of Intent. If a
  party is required by law to make any such disclosure, it must first provide to the other party the content of the proposed disclosure,
  the reasons that such disclosure is required by law and the time and place that the disclosure will be made.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">8.&#9;<U>Costs</U>. VR Holdings and CMPP
  will be responsible for and bear all of their respective costs and expenses (including any broker&rsquo;s or finder&rsquo;s fees
  and the expenses of its representatives) incurred at any time in connection with pursuing or consummating the Acquisition.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">9.&#9;<U>Entire Agreement</U>. The Binding
  Provisions constitute the entire agreement between the parties and supersede all prior oral or written agreements, understandings,
  representations and warranties and courses of conduct and dealing between the parties on the subject matter thereof. Except as
  otherwise provided in the Letter of Intent, the Binding Provisions may be amended or modified only by a writing executed by the
  parties.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">10.&#9;<U>Governing Law</U>. The Binding
  Provisions will be governed by and construed under the laws of the State of Maryland without regard to conflicts-of-laws principles.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">11.&#9;<U>Jurisdiction; Service of Process</U>.
  Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, the Binding Provisions may
  be brought against either of the parties in the courts of Baltimore County, Maryland, or, if it has or can acquire jurisdiction,
  in the United States District Court located in</P>
  
  
  <!-- Field: Page; Sequence: 5 -->
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt">Baltimore County, Maryland, and each of the parties consents
  to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection
  to venue laid tin the Letter of Intent. Process in any action or proceeding referred to in the preceding sentence may be served
  on any party anywhere in the world.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">12.&#9;<U>Termination</U>. The Binding
  Provisions will automatically terminate 90 days after the execution of the Letter of Intent by CMPP, and may be terminated earlier
  upon written notice by either party to the other party unilaterally, for any reason or no reason, with or without cause, at any
  time, provided, however, that the termination of the Binding Provisions will not affect the liability of a party for breach of
  any of the Binding Provisions prior to the termination. Upon termination of the Binding Provisions, the parties will have no further
  obligations hereunder, except as stated in Paragraphs 5, 6, 7, 8, 9, 10, 11, and 12, which will survive any such termination.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">13.&#9;<U>Counterparts</U>. The Letter
  of Intent may be executed in one or more counterparts, each of which will be deemed to be an original of the Letter of Intent and
  all of which, when taken together, will be deemed to constitute one and the same letter. A facsimile transmission of this signed
  letter shall be legal and binding on all parties hereto.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">14.&#9;<U>No Liability</U>. The provisions
  of Paragraphs 1 through 3 of the Letter of Intent are intended only as an expression of intent on behalf of VR Holdings and CMPP,
  are not intended to be legally binding on VR Holdings or CMPP and are expressly subject to the execution of an appropriate Definitive
  Agreement. Moreover, except as expressly provided in Paragraphs 4 through 14 (or as expressly provided in any binding written agreement
  that the parties may enter into in the future), no past or future action, course of conduct or failure to act relating to the Acquisition,
  or relating to the negotiation of the terms of the Acquisition or the Definitive Agreement, will give rise to or serve as a basis
  for any obligation or other liability on the part of VR Holdings or CMPP.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 35.3pt">An executed copy of the Letter of Intent
  is attached to this Form 8-K as an exhibit.</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0in">Item 9.01.&nbsp;Financial Statements
  and Exhibits.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: left; text-indent: 0.5in"><U>(a)&#9;Financial
  Statements of Business Acquired. Not applicable.</U></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: left; text-indent: 0.5in"><U>(b)&#9;Pro forma
  financial information. Not applicable.</U></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: left; text-indent: 0.5in"><U>(c)&#9;Shell company
  transaction. Not applicable.</U></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in"><U>(d)&#9;Exhibits</U>.</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
      <TD STYLE="width: 16%; padding-right: 5.4pt; padding-left: 7.9pt; font: 10pt Times New Roman, Times, Serif"><FONT STYLE="font-size: 10pt"><B><U>Exhibit No.</U></B></FONT></TD>
      <TD STYLE="width: 84%; padding-right: 5.4pt; padding-left: 0.25in; font: 10pt Times New Roman, Times, Serif; text-indent: -0.25in"><FONT STYLE="font-size: 10pt"><B><U>Identification of Exhibit</U></B></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
      <TD STYLE="font: 10pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 10.1pt; text-align: center; text-indent: -10.1pt"><FONT STYLE="font-size: 10pt">10.1*</FONT></TD>
      <TD STYLE="font: 10pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-size: 10pt"><A HREF="ex10_1letterofintent.htm">Letter of Intent was executed by VR Holdings, Inc., a Delaware corporation (&ldquo;VR Holdings&rdquo;) and China MPP Ventures, LLC, a Maryland limited liability company (&ldquo;CMPP&rdquo;) dated January 5, 2013</A>.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
      <TD STYLE="font: 10pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 10.1pt; text-align: center; text-indent: -10.1pt"><FONT STYLE="font-size: 10pt">10.2*</FONT></TD>
      <TD STYLE="font: 10pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-size: 10pt"><A HREF="ex10_2resignation.htm">Letter of resignation as a director by Harry J, Conn, dated January 6, 2014</A>.</FONT></TD></TR>
  </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">____________</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt">*&#9;Filed herewith.</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: center">SIGNATURES</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: left; text-indent: 0.5in">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.</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
      <TD STYLE="width: 50%; padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-size: 10pt">Date: January 7, 2014.</FONT></TD>
      <TD STYLE="width: 50%; padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-size: 10pt">VR HOLDINGS, INC.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-size: 10pt">By<U> /s/ John E. Baker&#9;</U></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;John E. Baker, Chief Executive Officer</FONT></TD></TR>
  </TABLE>
  
  
  <P STYLE="margin: 0"></P>
  
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metadata_filer: {"company-data": {"conformed-name": "VR Holdings, Inc.", "cik": "0001492052", "assigned-sic": "8111", "irs-number": "522130901", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-54401", "film-number": "14515276"}, "business-address": {"street1": "1615 CHESTER ROAD", "city": "CHESTER", "state": "MD", "zip": "21619", "phone": "443-249-7621"}, "mail-address": {"street1": "1615 CHESTER ROAD", "city": "CHESTER", "state": "MD", "zip": "21619"}}
text: 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): January 5, 2014
  VR HOLDINGS, INC.
  (Exact name of registrant as specified in its charter)
  Delaware
  (State or other jurisdiction of incorporation or organization)
  333-166884
  (Commission File Number)
  52-2130901
  (IRS Employer Identification No.)
  1615 Chester Road, Chester, Maryland
  (principal executive offices)
  21619
  (Zip Code)
  (443) 519-0129
  (Registrant's telephone number, including area code)
  _____________________________________________________________________________________________
  Check the 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:
  [ ]	Written communications pursuant
  to Rule 425 under the Securities Act
  [ ]	Soliciting material pursuant to
  Rule 14a-12 under the Exchange Act
  [ ]	Pre-commencement communications
  pursuant to Rule 14d-2(b) under the Exchange Act
  [ ]	Pre-commencement communications
  pursuant to Rule 13e-4(c) under the Exchange Act
  1
  Item 5.02.
  Departure of Directors or Certain Officers; Election of Directors; Appointment of
  Certain Officers; Compensatory Arrangements of Certain Officers.
  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. Although, 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. 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 this 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 this Form 8-K. An executed
  copy of Mr. Conn's resignation letter is attached to this Form 8-K as an exhibit.
  Likewise, on January 6, 2014, our board
  of directors elected Matthew A. Lapides to be president, chief executive officer and a director of the registrant. Mr. Lapides
  replaces John E. Baker as president of the registrant. Mr. Baker will continue as chairman of the board, 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, the step-mother of Mr. 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 this Form 8-K, 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.
  As stated above, 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.
  A description of the business experience
  for Mr. Lapides is set forth below.
  Matthew A. Lapides, age 44, was elected
  an officer and director of the registrant on January 6, 2014. Mr. Lapides has been an entrepreneur for nearly 25 years, with the
  most recent 15 years in the financial services industry. He has been involved in establishing and/or operating a range of businesses
  and has gained a unique expertise in resolving complex issues, reversing business trends, building a corporate culture and maximizing
  business and shareholder profitability. Most recently, Mr. Lapides was a founding member of an SEC Registered Investment Adviser
  (RIA)and engaged in providing a wide range of platform services to independent investment advisors. The platform solutions were
  typically composed of; arranging of client custody and clearing solutions, operational services, business technology and the state
  and federal compliance/regulatory infrastructure required for
  2
  successful financial advisors to effectively launch and maintain
  a compliant practice. Mr. Lapides also personally provides continuous and ongoing financial advice to a select group of families
  as well as small to mid size businesses
  Prior to his work in the RIA space, Mr.
  Lapides served on the Executive Team of a Private Bank and was the Managing Director of the institution's multiple locations
  Wealth Management Division. The private bank was acquired by a publicly-traded company, Boston Private Financial Holdings (Ticker:
  BPFH). During his tenure, Mr. Lapides was responsible for strategic direction of the division and corporate communications with
  the parent.
  From September 1998 to January 2009,
  Mr. Lapides was employed by Merrill Lynch Pierce Fenner & Smith where he served in both production and leadership roles over
  11+ years. Mr. Lapides provided investment advice to families, small and mid size businesses and foundations and was also involved
  in middle market transactions. He was ultimately selected by the firm's leadership team to become the Director of one of
  the firm's largest offices. Mr. Lapides was responsible for all aspects of the operation with little supervision.
  From April 1994 to September 1998, Mr.
  Lapides was employed by Joyride, Inc., a company he founded to engaged in manufacturing bicycles and sporting goods produced in
  Taiwan and distributed throughout hubs in the United States, Japan, Australia and Europe. The business was also engaged in establishing
  joint ventures between U.S. and Chinese businesses in a variety of industries. The business was successfully sold in 1998.
  From May 1991 to March 1994, Mr. Lapides
  was employed by Transcolor Corporation, in Garden Grove, California, the nation's largest apparel screen printer. He initially
  served in a sales and marketing capacity and ultimately served as President.
  Mr. Lapides currently maintains his FINRA
  Series 7, 66, 9, 10, 23, Life Health and VA licenses and CFP
  ®
  designation. Mr. Lapides earned a Bachelors of Science
  in Business and Economics in May 1991 from Lehigh University and became a College of Financial Planning certificant in July 2005.
  Item 8.01. Other Events.
  On January 5, 2014, a Letter of Intent
  was executed by VR Holdings, Inc., a Delaware corporation ("VR Holdings") and China MPP Ventures, LLC, a Maryland limited
  liability company ("CMPP") whereby VR Holdings is interested in exploring the possibility of acquiring all of the outstanding
  ownership interests (the "Acquisition") of Enelco Environmental Technologies Co., Ltd (EETC). and EETC USA, LLC (collectively
  referred to as "EETC") from CMPP on terms that would be mutually agreeable. EETC is primarily engaged in business of
  air pollution control and utilizes a process to acquire proven technology, develop the technology to meet specialized needs, localize
  the procurement and manufacturing process, and commercialize the products. As a result, EETC is involved in air pollution control
  business in China, manufactures and sells equipment to multinational corporations and provides procurement services for technical
  products to small and medium sized enterprises.
  In that regard, 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.
  Based upon the information currently
  known to VR Holdings, it is proposed that the Definitive Agreement include the following terms:
  1.
  Basic Transaction
  . VR Holdings
  proposes to acquire all of the outstanding ownership interests of EETC by means of the Acquisition between CMPP and a wholly-owned
  subsidiary of VR Holdings whereby CMPP would receive in exchange for 48,000,000 shares of the common stock of VR Holdings (the
  "VR Holdings Common Stock") so that following the closing of the Acquisition (the "Closing") VR Holdings
  would own all of the issued
  3
  and outstanding ownership interests of EETC. It is understood
  that the VR Holdings Common Stock to be received by CMPP in the Acquisition would, upon their issuance, be restricted pursuant
  to the Securities Act of 1933, as amended.
  2.
  Other Terms
  . VR Holdings
  and CMPP would make comprehensive representations and warranties to each other and would provide comprehensive covenants, indemnities
  and other protections for the benefit of the parties and their respective stockholders and owners. The consummation of the Acquisition
  by the parties would be subject to the satisfaction of various financial and organizational conditions including:
  (a)	An evaluation by each of the
  parties that the value of each of VR Holdings and CMPP on the date of the Closing (the "Closing Date") is such that
  the Acquisition is in the best interests of the stockholders of VR Holdings and the owners of CMPP on the Closing Date.
  (b)	The receipt by VR Holdings of
  certain funding required for operational needs within specific time frames.
  (c)	Following the Closing, the Board
  of Directors of VR Holdings shall consist of John E. Baker, Michael H. Zhu, and Matthew A. Lapides, until the next annual meeting
  or until such time as their successors have been elected and qualified. Promptly after the Closing, VR Holdings shall cause the
  necessary resolutions to be adopted to implement the requirements of this subparagraph.
  (d)	Following the Closing, the officers
  of VR Holdings shall be Michael H. Zhu, Chairman of the Board, Matthew A. Lapides, President and Chief Executive Officer, and John
  E. Baker, Chief Financial Officer, Chief Accounting Officer, Vice President, and Secretary, until the next annual meeting or until
  such time as their successors have been elected and qualified. Promptly after the Closing, VR Holdings shall cause the necessary
  resolutions to be adopted to implement the requirements of this subparagraph.
  (e)	It is understood by the parties
  that VR Holdings does not currently have a class of preferred stock. Promptly after the Closing, VR Holdings shall take steps to
  amend its Certificate of Incorporation in the State of Delaware to increase its authorized shares of VR Holdings Common Stock and
  to create a class of preferred stock sufficient to provide for the future needs of VR Holdings.
  (f)	Notwithstanding anything contained
  in the Definitive Agreement to the contrary, in the event that the funding requirements are not satisfactorily met, VR Holdings
  shall have a right to rescind the Definitive Agreement, in which event any shares of the VR Holdings Common Stock, the VR Holdings
  Class A Preferred Stock, or the VR Holdings Class B Preferred Stock delivered to CMPP shall be cancelled and immediately returned
  to VR Holdings and the entire ownership interests in EETC shall be immediately returned by VR Holdings to CMPP.
  (g)	In the event of the Rescission,
  Michael H. Zhu shall be deemed to have resigned as a director and officer of VR Holdings.
  (h)	Such other matters as may be stated
  in the Definitive Agreement.
  The following paragraphs of the Letter
  of Intent (the "Binding Provisions") are the legally binding and enforceable agreements of VR Holdings and CMPP.
  3.
  Access
  . During the period
  from the date the Letter of Intent is signed on behalf of CMPP (the "Signing Date") until the date on which either
  party provides the other party with written notice that negotiations toward the Definitive Agreement are terminated (the "Termination
  Date"), each of the parties will afford the other full and free access to such party, its personnel, properties, contracts,
  books and records and all other documents and data, subject to the confidentiality provisions referred to or described in Paragraph
  7 of the Letter of Intent.
  4
  4.
  Exclusive Dealing
  . Until
  the later of 90 days after the Signing Date, or the Termination Date:
  (a)	CMPP will not, directly or indirectly,
  through any representative or otherwise, solicit or entertain offers from, negotiate with or in any manner encourage, discuss,
  accept or consider any proposal of any other person relating to the acquisition of EETC or the ownership interests of EETC, its
  assets or business, in whole or in part, whether directly or indirectly, through purchase, consolidation or otherwise (other than
  sales of inventory in the ordinary course); and
  (b)	CMPP will immediately notify
  VR Holdings regarding any contact between CMPP or its representatives and any other person regarding any such offer or proposal
  or any related inquiry.
  5.
  Conduct of Business
  . During
  the period from the Signing Date until the Termination Date, CMPP shall ensure that EETC shall operate its business in the ordinary
  course and refrain from any extraordinary transactions. In addition, during such period, CMPP shall ensure that EETC shall not
  issue any additional ownership interests.
  6.
  Confidentiality
  . Except
  as and to the extent required by law, neither VR Holdings nor CMPP will disclose or use, and will direct its representatives not
  to disclose or use to the detriment of VR Holdings or CMPP, any Confidential Information (as defined below) with respect to VR
  Holdings or CMPP furnished, or to be furnished, by each party or its representatives to the other party or its representatives
  at any time or in any manner other than in connection with its evaluation of the transaction proposed in the Letter of Intent.
  For purposes of this paragraph, "Confidential Information" means any information about VR Holdings or CMPP stamped
  "confidential" or identified in writing as such to a party hereunder to the other promptly following its disclosure,
  unless (a) such information is already known to the non-disclosing party or its representatives or to others not bound by a duty
  of confidentiality at the time of its disclosure or such information becomes publicly available through no fault of the non-disclosing
  party or its representatives; (b) the use of such information is necessary or appropriate in making any filing or obtaining any
  consent or approval required for the consummation of the Acquisition; or (c) the furnishing or use of such information is required
  by or necessary or appropriate in connection with legal proceedings. Upon the written request of either party hereunder, the other
  will promptly return to requesting or destroy any Confidential Information in its possession and certify in writing to the requesting
  party that it has done so.
  7.
  Disclosure
  . Except as and
  to the extent required by law, without the prior written consent of the other party, neither VR Holdings nor CMPP will, and each
  will direct its representatives not to make, directly or indirectly, any public comment, statement or communication with respect
  to, or otherwise to disclose or to permit the disclosure of the existence of discussions regarding, a possible transaction between
  VR Holdings and CMPP or any of the terms, conditions or other aspects of the transaction proposed in the Letter of Intent. If a
  party is required by law to make any such disclosure, it must first provide to the other party the content of the proposed disclosure,
  the reasons that such disclosure is required by law and the time and place that the disclosure will be made.
  8.
  Costs
  . VR Holdings and CMPP
  will be responsible for and bear all of their respective costs and expenses (including any broker's or finder's fees
  and the expenses of its representatives) incurred at any time in connection with pursuing or consummating the Acquisition.
  9.
  Entire Agreement
  . The Binding
  Provisions constitute the entire agreement between the parties and supersede all prior oral or written agreements, understandings,
  representations and warranties and courses of conduct and dealing between the parties on the subject matter thereof. Except as
  otherwise provided in the Letter of Intent, the Binding Provisions may be amended or modified only by a writing executed by the
  parties.
  10.
  Governing Law
  . The Binding
  Provisions will be governed by and construed under the laws of the State of Maryland without regard to conflicts-of-laws principles.
  11.
  Jurisdiction; Service of Process
  .
  Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, the Binding Provisions may
  be brought against either of the parties in the courts of Baltimore County, Maryland, or, if it has or can acquire jurisdiction,
  in the United States District Court located in
  5
  Baltimore County, Maryland, and each of the parties consents
  to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection
  to venue laid tin the Letter of Intent. Process in any action or proceeding referred to in the preceding sentence may be served
  on any party anywhere in the world.
  12.
  Termination
  . The Binding
  Provisions will automatically terminate 90 days after the execution of the Letter of Intent by CMPP, and may be terminated earlier
  upon written notice by either party to the other party unilaterally, for any reason or no reason, with or without cause, at any
  time, provided, however, that the termination of the Binding Provisions will not affect the liability of a party for breach of
  any of the Binding Provisions prior to the termination. Upon termination of the Binding Provisions, the parties will have no further
  obligations hereunder, except as stated in Paragraphs 5, 6, 7, 8, 9, 10, 11, and 12, which will survive any such termination.
  13.
  Counterparts
  . The Letter
  of Intent may be executed in one or more counterparts, each of which will be deemed to be an original of the Letter of Intent and
  all of which, when taken together, will be deemed to constitute one and the same letter. A facsimile transmission of this signed
  letter shall be legal and binding on all parties hereto.
  14.
  No Liability
  . The provisions
  of Paragraphs 1 through 3 of the Letter of Intent are intended only as an expression of intent on behalf of VR Holdings and CMPP,
  are not intended to be legally binding on VR Holdings or CMPP and are expressly subject to the execution of an appropriate Definitive
  Agreement. Moreover, except as expressly provided in Paragraphs 4 through 14 (or as expressly provided in any binding written agreement
  that the parties may enter into in the future), no past or future action, course of conduct or failure to act relating to the Acquisition,
  or relating to the negotiation of the terms of the Acquisition or the Definitive Agreement, will give rise to or serve as a basis
  for any obligation or other liability on the part of VR Holdings or CMPP.
  An executed copy of the Letter of Intent
  is attached to this Form 8-K as an exhibit.
  Item 9.01. Financial Statements
  and Exhibits.
  (a)	Financial
  Statements of Business Acquired. Not applicable.
  (b)	Pro forma
  financial information. Not applicable.
  (c)	Shell company
  transaction. Not applicable.
  (d)	Exhibits
  .
  Exhibit No.
  Identification of Exhibit
  10.1*
  Letter of Intent was executed by VR Holdings, Inc., a Delaware corporation ("VR Holdings") and China MPP Ventures, LLC, a Maryland limited liability company ("CMPP") dated January 5, 2013
  .
  10.2*
  Letter of resignation as a director by Harry J, Conn, dated January 6, 2014
  .
  ____________
  *	Filed herewith.
  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: January 7, 2014.
  VR HOLDINGS, INC.
  By
  /s/ John E. Baker
  John E. Baker, Chief Executive Officer
  6