ITEM 1. BUSINESS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors”, which may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States Dollars and all references to "common shares" refer to the common shares in our capital stock.
As used in this annual report, the terms "we", "us", "our company", mean Verify Smart Corp., a Nevada corporation, unless otherwise indicated.
Corporate History
The address of our principal executive office is 564 Wedge Lane, Fernley, Nevada 89408. Our telephone number is (775) 575-5897.
Effective March 19, 2009, we effected a fifteen (15) for one (1) forward stock split of our authorized and issued and outstanding common stock and the reduction of our authorized common stock As a result, our authorized capital changed to 250,000,000 shares of common stock with a par value of $0.001, and on the effective date, our issued and outstanding shares increased from 4,000,000 shares of common stock to 60,000,000 shares of common stock.
Also effective March 19, 2009, we have changed our name from "Treasure Explorations Inc." to "Verify Smart Corp.".
The name change and forward stock split became effective with the Over-the-Counter Bulletin Board at the opening for trading on March 24, 2009 under the new stock symbol "VSMR".
We have not been involved in any bankruptcy, receivership or similar proceeding.
Our Current Business
We were incorporated in the state of Nevada on May 31, 2006. From our incorporation to March 19, 2009, we had been in the business of the exploration and development of a mineral property in New Westminster, Simalkameen Mining Division of British Columbia, consisting of 336 hectares included with 16 mineral title cells. Our property was without known reserves and our program was exploratory in nature. We completed the Phase 1 exploration program in our property, the results of which were not promising and did not justify further expense.
Because we were not successful in our exploration program, we abandoned the mineral claims and focused on the identification of suitable businesses with which to enter into a business opportunity or business combination.
Effective March 19, 2009, we effected a fifteen (15) for one (1) forward stock split of our authorized and issued and outstanding common stock. As a result, our authorized capital changed to 250,000,000 shares of common stock with a par value of $0.001, and on the effective date, our issued and outstanding shares increased from 4,000,000 shares of common stock to 60,000,000 shares of common stock.
Also effective March 19, 2009, we changed our name from "Treasure Explorations Inc." to "Verify Smart Corp". The change of name was approved by our board of directors and a majority of our shareholders.
On November 31, 2009, Tony Cinotti was appointed as a director of our company.
On December 11, 2012 and December 13, 2012, respectively, Anthony Lalley and Sandy Manata were appointed as directors of our company.
Our board of directors now consists of Tony Cinotti, Anthony Lalley and Sandy Manata.
Effective March 25, 2009, the Company entered into a joint venture agreement with Verified Capital Corp. and Verified Transactions Corp. relating to the formation and operation of a joint venture corporation that will sell internet security software for credit card fraud prevention.
Upon the satisfaction of customary closing conditions, the Company was to contribute an aggregate of $5,000,000 to the joint venture corporation, payable as to $2,000,000 by May 1, 2009 and $3,000,000 by July 1, 2009, for a 70% interest in the joint venture corporation.
By amendment of May 19, 2009, the companies had agreed that all obligations of the Joint Venture agreement had been deemed to have occurred and the agreement was in full force in good standing. In addition to the foregoing, Verified Transactions Corp. would grant to the joint venture corporation a 25 year worldwide exclusive license to market and sell Verified Transaction Corp.'s internet security software and all other internet business of whatsoever nature and including all future developments of such business for a 25 % interest in the joint venture corporation. Verified Capital Corp. would be granted a 5% interest in the joint venture corporation upon the transfer of certain assets.
Upon the closing of the joint venture agreement, the Company would be the operator of the joint venture corporation and would contract with Verified Capital Corp. to be the sub-operator.
As at September 19, 2012, the joint venture agreement was terminated by mutual consent of the parties and ownership of the patented verification technology was transferred to Assured Mobile Technologies LLC. During the course of this former joint venture agreement, the Company did not pay any cash or share consideration to Verified Capital Corp or to Verified Transaction Corp. in respect its ownership stake in the joint venture or in respect of the license to use the patented technology. No joint venture corporation was formed in relation to the joint venture and the Company did not incur any material costs in respect of its obligations under the joint venture. Additionally, the Company is not subject to any penalty or residual obligations under the joint venture agreement.
Effective August 14, 2009, we entered into a consulting agreement with Cohen Independent Research Group wherein Cohen Independent Research has agreed to provide certain consulting services to our company. As compensation under the agreement we have agreed to issue 1,000,000 restricted common shares of our company. The 1,000,000 common shares were issued on August 14, 2009. The agreement expires on August 14, 2011.
DESCRIPTION OF THE BUSINESS
The business will market and sell its licensed software which provides a comprehensive solution to credit card fraud by addressing the security needs of consumer clients, credit card companies, banks and merchants through instant verification that is inexpensive to implement and simple to use.
The software operates through the use of a cellular phone for secured verification of monetary transactions. The software has been developed to include debit card purchases, internet purchases, ATM, passport and mortgage verification.
* gift cards (pre-loaded format).
Competition
Our product offerings are targeted at the rapidly evolving market for Internet security services, including network security, authentication and validation, which enable secure e-commerce and communications over wireline and wireless IP networks. The market for authentication and verification products is intensely competitive, subject to rapid change and significantly affected by new product and service introductions and other market activities of industry participants.
No assurance can be given that our competitors will not develop new technologies or enhancements to existing products or services or introduce new products and services that will offer superior price or performance features. We expect our competitors to offer new and existing products and services at prices necessary to gain or retain market share. Some of our competitors have substantial financial resources, which may enable them to withstand sustained price competition or a market downturn better than us. There can be no assurance that we will be able to compete successfully in the pricing of our products and services, or otherwise, in the future.
Government Regulation
In order to offer products that connect to payment networks, electronic payment system providers must certify their products and services with card associations, financial institutions, and payment processors, as well as comply with government and telecommunications company regulations.
Sales and Marketing
Business development encompassing sales and marketing efforts has been achieved through our network of contacts that lead to engagement with key decision makers of companies in our target market.
Intellectual Property
We rely primarily on a combination of licensed patents, copyrights, trademarks, service marks, restrictions on disclosure and other methods to protect our intellectual property. We also enter into confidentiality and/or invention assignment agreements with our employees, consultants and current and potential affiliates, customers and business partners. We also generally control access to and distribution of proprietary documentation and other confidential information.
We have an agreement pending to license numerous patent applications with respect to certain of our technology in the U.S. Patent and Trademark Office and patent offices outside the U.S. Patents may not be awarded with respect to these applications and even if such patents are awarded, such patents may not provide us with sufficient protection of our intellectual property.
We do not have any trademark registrations.
Employees
Our only employee is our director.
Going Concern
We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing.
Subsidiaries
We do not have any subsidiaries.
Reports to Security Holders
We are not required to deliver an annual report to our stockholders but will voluntarily send an annual report, together with our annual audited financial statements upon request. We are required to file annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to the public over the Internet at the SEC's website at http://www.sec.gov.
The public may read and copy any materials filed by us with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330 1-800-SEC-0330 . We are an electronic filer. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The Internet address of the site is http://www.sec.gov.
ITEM 1A.
ITEM 1A. RISK FACTORS
Risk Factors
An investment in our securities involves a high degree of risk. In evaluating our business and its future expectations, an investor should consider carefully the risk factors noted below. Any of the following risk factors, if they occur, could seriously harm our business and its operations. There may be risk factors we do not know exist at this time and therefore they are not included in the risk factors listed below. Even if they are deemed immaterial at the present time, they could develop whereby they will adversely affect our business. Our shares are speculative by nature and therefore the risk of purchasing our share is high. One should consider whether they can assume a loss of their entire investment.
All future investors in our shares should read this Form 10-K in its entirety including the financial statements and notes attached thereto.
Risks Relating to Our Business
Our limited operating history may not serve as an adequate basis to judge our future prospects and results of operations.
We have a limited operating history. As such, our historical operating results may not provide a meaningful basis for evaluating our business, financial performance and prospects. We may not be able to achieve a similar growth rate in future periods. Accordingly, you should not rely on our results of operations for any prior periods as an indication of our future performance. Our success is significantly dependent on meeting business objectives. Our operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We are in the development stage and potential investors should be aware of the difficulties normally encountered by enterprises in the development stage. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.
We have incurred losses in prior periods and may incur losses in the future.
We incurred net losses of $1,667,496 for the period from May 31, 2006 (inception) to June 30, 2012. No assurance can be given that we can achieve or sustain profitability on a quarterly or annual basis in the future. Our operations are subject to the risks and competition inherent in the establishment of a business enterprise. No assurance can be given that future operations will be profitable. We may not achieve our business objectives and the failure to achieve such goals would have an adverse impact on us.
We have limited funds available for operating expenses. If we do not obtain funds when needed, we will have to cease our operations.
Currently, we have limited operating capital. As of June 30, 2012, our cash available was approximately $22,464. In the foreseeable future, we expect to incur significant expenses during the development stage of our identity protection/secured transaction services business. During the year ended June 30, 2012, we raised $50,000 equity funding by issuing 500,000 common shares of our stock. Subsequent to June 30, 2012, in November and December, 2012, we raised a further $125,000 equity funding by issuing 1,250,000 common shares of our stock. We may be unable to locate further sources of capital or may find that capital is not available on terms that are acceptable to us to fund our additional expenses. There is the possibility that we will run out of funds, and this may affect our operations and thus our profitability. If we cannot obtain funds when needed, we may have to cease our operations.
We depend on attracting and retaining qualified employees, the failure of which could result in a material decline in our revenues.
We are a provider of identity protection/secured transaction services. Our revenues and future growth depend on our ability to attract and retain qualified employees. This is especially crucial to our business, as these employees will generate revenue by providing the services that are the staple product that we offer. We may face difficulties in recruiting and retaining sufficient numbers of qualified employees because the market may not have enough of such personnel. In addition, we compete with other companies for qualified employees. If we are unable to retain such employees, we could face a material decline in our revenue.
If we fail to implement our business strategy, our business, financial condition and results of operations could be materially and adversely affected.
Our future financial performance and success are dependent in large part upon our ability to implement our business strategy successfully. We may not be able to implement our business strategy successfully or achieve the anticipated benefits of our business plan. If we are unable to do so, our long-term growth and profitability may be adversely affected. Even if we are able to implement some or all of the initiatives of our business plan successfully, our operating results may not improve to the extent we anticipate, or at all.
Our success depends on our ability to manage growth effectively. If we do not manage growth effectively, we may not be able to maintain profitability.
Even if we are successful in obtaining new business, failure to manage our growth could adversely affect our financial condition. We may experience extended periods of very rapid growth. If we are not able to manage our growth effectively, our business and financial condition could materially suffer. Our growth may significantly strain our managerial, operational and financial resources and systems. To manage our growth effectively, we will have to continue to implement and improve our operational, financial and management controls, reporting systems and procedures. In addition, we must effectively expand, train and manage our employees. We will be unable to manage our businesses effectively if we are unable to alleviate the strain on resources caused by growth in a timely and successful manner. We may not be able to manage our growth and a failure to do so could have a material adverse effect on our business.
Our auditors have expressed substantial doubt about our ability to continue as a going concern.
Our auditors’ report on our June 30, 2012 financial statements expressed an opinion that our Company’s capital resources as of June 30, 2012 are not sufficient to sustain operations or complete our planned activities for the upcoming year unless we raise additional funds. These conditions raise substantial doubt about our ability to continue as a going concern. If we do not obtain additional funds there is the distinct possibility that we will no longer be a going concern and will cease operation which means any persons purchasing shares will loss their entire investment in our Company.
If we cannot continue to develop or acquire rights to new products in a timely manner, and at favorable margins, we may not be able to compete effectively.
We believe that our future success will depend, in part, upon our ability to introduce innovative design extensions for our existing products and to develop, or acquire the rights to market and distribute, new products. No assurance can be given that we will be successful in the introduction, distribution and marketing of any new products or product innovations or achieve market acceptance of such products. Our failure to develop or acquire rights to new products or to introduce such products successfully and in a timely manner, and at favorable margins, would harm our ability to successfully grow our business and could have a material adverse effect on our business, results of operations and financial condition.
If we are unable to obtain additional financing our business operations will be harmed and if we do obtain additional financing our then existing stockholders may suffer substantial dilution.
We will need to obtain additional financing in order to complete our business plan. Obtaining additional financing will be subject to market conditions, industry trends, investor sentiment and investor acceptance of our business plan and management. These factors may make the timing, amount, terms and conditions of additional financing unattractive or unavailable to us. If we are not successful in obtaining financing in
the amount necessary to further our operations or unable to obtain financing on favorable terms, implementation of our business plan may fail or be delayed. If we are unsuccessful in obtaining additional financing when we need it, our business may fail before we ever become profitable and our stockholders may lose their entire investment. If we are successful in obtaining additional financing it would likely result in dilution to existing stockholders.
We may be subject to new future corporate governance and internal control reporting requirements, and our costs related to compliance with, or our failure to comply with existing and future requirements, could adversely affect our business.
We may face new corporate governance requirements under the Sarbanes-Oxley Act of 2002, as well as new rules and regulations that may be subsequently adopted by the Securities and Exchange Commission and the Public Company Accounting Oversight Board. These laws, rules and regulations continue to evolve and may become increasingly stringent in the future. We are presently not required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). We strive to continuously evaluate and improve our control structure. The financial cost of compliance with future laws, rules and regulations is expected to be substantial. No assurance can be given that we will be able to fully comply with these future laws, rules and regulations that address corporate governance, internal control reporting and similar matters. Failure to comply with such laws, rules and regulations could materially adversely affect our reputation, financial condition and the value of our securities.
Inability of our officers and directors to devote sufficient time to the operation of the business may limit our success.
Presently, our officers and directors allocate only a portion of their time to the operation of our business. If the business requires more time for operations than anticipated or the business develops faster than anticipated, the officers and directors may not be able to devote sufficient time to the operation of the business to ensure that it continues as a going concern. This lack of sufficient time of our management may result in limited growth and success of the business.
The Company may have difficulty managing any future growth.
To implement our business objectives, we may need to grow rapidly in the future and we expect that such growth would lead to increased responsibility for both existing and new management personnel. To help manage future growth effectively we must hire and integrate new personnel and manage expanded operations. The growth in business, headcount and relationships with customers and other third parties is expected to place a significant strain on our management systems and resources. Our failure to manage our future growth successfully would have a material adverse effect on the quality of our products, our ability to retain customers and key personnel and our operating results and financial condition.
Risks Relating to Our Common Shares
Trading on the OTC Markets Group may be volatile and sporadic, which could depress the market price of our common shares and make it difficult for our shareholders to resell their shares.
Our common shares are quoted on the OTC Markets Group, OTC Pink tier service. Trading in shares quoted on the OTC Markets Group is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common shares for reasons unrelated to operating performance. Moreover, the OTC Markets Group is not a stock exchange, and trading of securities on the OTC Markets Group is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any of the shares.
Our share is a penny stock. Trading of our share may be restricted by the SEC's Penny Stock Regulations which may limit a shareholder's ability to buy and sell our shares.
Our share is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the shares that are subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common shares.
FINRA sales practice requirements may also limit a shareholder's ability to buy and sell our share.
In addition to the "penny stock" rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority, or FINRA, has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common shares, which may limit your ability to buy and sell our share.
Trends, Risks and Uncertainties
We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common shares.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
There are no unresolved staff comments at the date of this Form 10-K.
ITEM 2.
ITEM 2. PROPERTIES
We do not own any real property. Our principal business office is located at 564 Wedge Lane, Fernley, Nevada USA 89408.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
Other than as set out below, our company is not a party to any pending legal proceeding and no legal proceeding is contemplated or threatened as of the date of this annual report.
ITEM 4.
ITEM 4. (REMOVED AND RESERVED)
PART l1
ITEM 5.
ITEM 5. MARKET REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES
Market Information
The Company's common stock is quoted in the OTC Markets Group, OTC Pink tier under the symbol VSMR.
The following information concerning the high and low bid prices of the Company's common stock:
Common Stock
All outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights.
As of June 30, 2012, there are approximately 53 shareholders of record, including beneficial holders of the Company’s common stock, with 53,285,000 shares outstanding.
The Company had no Common shares in treasury stock as of June 30, 2012.
The Company is authorized to issue up to 250,000,000 shares of common stock.
The description of certain matters relating to the securities of the Company is a summary and is qualified in its entirety by the provisions of the Company's Certificate of Incorporation and By-Laws.
Dividends
The Company has not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the Company's business.
Debt Securities
The Company has not issued any debt securities to date and does not anticipate or contemplate issuing any debt securities in the foreseeable future.
Stock Purchase Warrants
The Company had no stock purchase warrants outstanding at June 30, 2012.
Recent Sales of Unregistered Securities
During the year ended June 30, 2012, the Company had the following stock activity:
On April 23, 2012, under a private placement subscription agreement, the Company issued 500,000 shares of common stock of the Company to an investor, at $0.10 per share, for total proceeds of $50,000.
During the year ended June 30, 2011, the Company had no common stock activity.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our audited financial statements and the related notes for the years ended June 30, 2012 and June 30, 2011 that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors" of this annual report.
Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Forward-Looking Statements
This report contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including, "could" "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this Annual Report.
Recently Issued Accounting Pronouncements
Refer to the notes to the financial statements for a complete description of recent accounting pronouncements.
Company Overview
Verify Smart Corp. (the "Company") was incorporated under the laws of the State of Nevada on May 31, 2006. The Company was originally formed to engage in the acquisition, exploration and development of natural resource properties. Effective March 25, 2009, the Company commenced activity involving developing and selling internet security software for credit card fraud prevention.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. The SEC has defined a company's critical accounting policies as the ones that are most important to the portrayal of the company's financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. We believe that our estimates and assumptions are reasonable under the circumstances; however, actual results may vary from these estimates and assumptions. We have identified in Note 3 Summary of Significant Accounting Policies to the Financial Statements contained in Item 8 of this document certain critical accounting policies that affect the more significant judgments and estimates used in the preparation of the financial statements.
Use of Estimates and Assumptions
Preparation of the Company’s financial statements in conformity with United States GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The significant areas requiring management’s estimates and assumptions relate to determining the fair value of shares issued for services and acquisitions, and recognition of future income tax benefits.
Development Stage Company
The Company is a development stage company as defined by codification ASC 915, Development Stage Entities). The Company is devoting substantially all of its present efforts to establishing a new business. All losses accumulated since inception have been considered as part of the Company’s development stage activities.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three
months or less to be cash equivalents. At June 30, 2012 and 2011 cash consists primarily of cash on deposit.
Impairment of Long-Lived Assets
In accordance with codification in ASC 360, Property, Plant, and Equipment, Accounting for the Impairment or Disposal of Long-Lived Assets, the carrying value of intangible assets and other long-lived assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.
Fair Value of Financial Instruments and Concentration of Risk
A fair value hierarchy was established that prioritizes the inputs 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 the lowest priority to unobservable inputs (Level 3 measurements).
Level 1: classification is applied to any asset or liability that has a readily available quoted market price from an active market where there is significant transparency in the executed/quoted price. As at June 30, 2012 and 2011 the Company has classified cash as being a Level 1 fair value financial instrument.
Level 2: classification is applied to assets and liabilities that have evaluated prices where the data inputs to these valuations are observable either directly or indirectly, but do not represent quoted market prices from an active market. As at June 30, 2012 and 2011 the Company did not have any Level 2 fair value financial instruments.
Level 3: classification is applied to assets and liabilities when prices are not derived from existing market data and requires us to develop our own assumptions about how market participants would price the asset or liability. As at June 30, 2012 and 2011 the Company classified notes payable as being a Level 3 fair value financial instrument.
The fair values of financial instruments, which include cash, accounts payable and accrued liabilities and loans payable, were estimated to approximate their carrying values due to the immediate or relatively short maturity of these instruments. Management does not believe that the Company is subject to significant interest, currency or credit risks arising from these financial instruments.
Basic and Diluted Net Income (Loss) Per Share
The Company computes net income (loss) per share in accordance with codification ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) before and after discontinued operations, by the weighted average number of common shares outstanding (denominator) during the period, including contingently issuable shares where the contingency has been resolved. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
Foreign Currency Translation
The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830, Foreign Currency Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
Comprehensive Loss
codification ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. At June 30, 2012, the Company had no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
Common Share Non-Monetary Consideration
In situations where common shares are issued and the fair value of the goods or services received is readily determinable, the fair value of the common shares is used to measure and record the transaction. The fair value of the common shares issued in exchange for the receipt of goods and services is based on the stock price as of the earliest of the date at which:
i)
the counterparty’s performance is complete;
ii)
a commitment for performance by the counterparty to earn the common shares is reached; or
iii)
the common shares are issued if they are fully vested and non-forfeitable at that date.
Stock-Based Compensation
The Company has adopted FASB ASC Topic 505, Equity, and FASB ASC Topic 718, Compensation - Stock Compensation to account for its stock options and similar equity instruments issued. Accordingly, compensation costs attributable to stock options or similar equity instruments granted to employees are measured at the fair value at the grant date, and expensed over the expected vesting period. Transactions in which goods or services are received from non-employees in exchange for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.
Provision for Taxes
Income taxes are provided based upon the liability method of accounting pursuant to FASB ASC Topic 740 Income Taxes (“ASC 740”). Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by ASC 740 to allow recognition of such an asset.
Plan of Operations
The business will market and sell its licensed software which provides a comprehensive solution to credit card fraud by addressing the security needs of consumer clients, credit card companies, banks and merchants through instant verification that is inexpensive to implement and simple to use.
The software operates through the use of a cellular phone for secured verification of monetary transactions. The software has been developed to include debit card purchases, internet purchases, ATM, passport and mortgage verification.
We had also entered into preliminary discussions with Verified Capital Corp. wherein we would acquire either the assets or outstanding shares of common stock of Verified Capital Corp. The parties would jointly determine the optimum structure for the acquisition in order to best satisfy tax planning, regulatory and other considerations, including mutually agreed upon performance based milestones.
The acquisition contemplated by the preliminary discussions was subject to the fulfillment of certain conditions precedent, due diligence and the negotiation of a definitive agreement. As at September 19, 2012, the joint venture agreement was terminated by mutual consent of the parties.
Alternative exploitation opportunities are currently being considered by the Company and management.
Our Products / Services
We currently offer or intend to offer the following four product lines consisting of:
(i) VerifyNGo,
(ii) VerifyGateway,
(iii) VerifyTransfer and
(iv) VeriSmart Card.
VerifyNGo
VerifyNGo is a comprehensive authentication system which addresses security concerns through an instant verification process. It is an easy, inexpensive and unique solution that uses a response to an individual's mobile phone as verification for a transaction. VerifyNGo address the security needs of clients, credit card companies, banks and merchants through an instant verification process.
VerifyNGo will provide secure verification for the following types of transactions:
* debit and credit card purchases
* internet purchases
* ATM transactions
* passport applications
* credit applications
* mortgage verifications
* access to medical history
·
entry into secured areas
VerifyNGo requires no special hardware, software, upgrades or training. All that is required is for the user to have a mobile phone or PDA.
A typical VerifyNGo process occurs in the following way:
The process starts when a user performs an action which contains a certain security constraint (i.e. online purchase, website login). Once the user performs an action that contains a security constraint, a VerifyNGO authentication is triggered sending a message to the user's mobile phone or PDA.
The message options include:
* Phone call
* SMS detailing the action
* One time password via SMS
* WAP Push, opening a mobile web page
The user receives the request and authorizes the action via mobile phone or PDA. Finally, the system receives the response, determines authenticity and then grants or denies the user's access to the action.
VerifyGateway
VerifyGateway is cutting-edge technology for secure and confidential online payment processing. It acts as a processing hub and intermediary between a business' website and their account provider, giving an enhanced network and superior transaction capabilities to make e-commerce reliable and seamless. It's simple, economical technology, accredited by most major banks and ensures the secure, successful delivery of billions of transactions to billions of ports worldwide.
VerifyGateway provides a system that easily accepts credit card payments from customers and instills confidence because every transaction is sent through a secured system. The system complies with privacy and security regulations globally, and allows client companies to safely manage and track funds across all borders and boundaries. This innovative technical infrastructure is unrivaled in the industry.
Business-to-business services include:
* Processing transaction for major credit cards such as MasterCard and Visa
* PCI-certified processing centers
* Support for major merchant processing networks
* Transaction reports with the necessary data to track daily activity
* Reliable and secure business solutions
VerifyTransfer
VerifyTransfer is a comprehensive remittance service allowing business clients to easily and securely send and receive money instantly, in person, online, wirelessly, or by phone.
Using VerifyGateway, VerifyTransfer covers all aspects of the process from transaction logging to retrieval.
The service offers:
* easier remittance payments
* faster data transmission
* multiple recipient accounts
* fast, flexible payment options
* 24 hour, 7 day/week client support
* cutting edge security, fraud monitoring, and reporting
* increased accuracy and speed of contributions to member accounts
* synchronization with sophisticated retrieval methods, including remittance on Visa cards
*
mobile to mobile money transfers (PDA's and iPhones)
* comprehensive tracking and reporting on transactions and client accounts, providing details and history.
VeriSmart Card
The VeriSmart Card is a Visa co-branded, multipurpose prepaid card designed to work optimally with VeriSmart's own secure remittance service, VerifyTransfer, or to be easily integrated with any existing remittance platform.
It can be used, worldwide, for:
* traditional debit/credit card transactions in Visa affiliated establishments
* payment processing between individuals and organizations (e.g.; commission and payroll payments, accounts payable, etc.)
* gift cards (pre-loaded format)
* ATM transactions for Visa ATMs
Requirements and Utilization of Funds
To implement our plan of operations, including some or all of the above described milestones (objectives), we will need to continue to raise capital (“equity”) in an amount between $135,000 and $1.0 million in equity from restricted stock sales or other acceptable financing options over the next 6-12 month period beginning in the first quarter of 2013 on terms and conditions to be determined. Management may elect to seek subsequent interim or “bridge” financing in the form of debt (corporate loans) as may be necessary.
We anticipate the need to raise additional capital beyond the first 6 months of operations, subject to the successful implementation of our initial milestones over the first 180 days of operations and our revenue growth cycle thereafter. At this time, management is unable to determine the specific amounts and terms of such future financings.
Proceeds
We foresee the proceeds from capital raised to be allocated as follows: (a) consolidation and integration; (b) growth capital; (c) research and due diligence; (d) pre-development plant costs; (e) product enhancements and technology partners; (f) new business development; (g) legal, audit, SEC filings and compliance fees; (h) financing costs; (i) working capital (general and administrative); (j) reserve capital for costs of acquisition and market expansion.
Financial Condition, Liquidity and Capital Resources
We have cash and cash equivalents of $22,464 as at June 30, 2012. We are indebted to creditors in the amount of $163,838, including loans payable of $119,019..
During the last year we raised $50,000 from investors.
Management believes that our current financial condition, liquidity and capital resources may not satisfy our cash requirements for the next 12 months and as such we will need to either raise additional proceeds and/or our officers and/or directors will need to make additional financial commitments to our company, neither of which is guaranteed. We plan to satisfy our future cash requirements, primarily the working capital required to execute on our objectives, including marketing and sales of our product, and legal and accounting fees, through financial commitments from future debt/equity financings, if and when possible.
Management believes that we may generate sales revenue during the fiscal year ended in 2013, but that these sales revenues will not satisfy our cash requirements to implement the first 6-12 months of our business plan, including, but not limited to, project acquisitions and integration costs, and other operating expenses and corporate overhead (which is subject to change depending upon pending business opportunities and available financing).
We have no committed source for funds as of this date. No representation is made that any funds will be available when needed. In the event that funds cannot be raised when needed, we may not be able to carry out our business plan, may never achieve sales, and could fail to satisfy our future cash requirements as a result of these uncertainties.
If we are unsuccessful in raising the additional proceeds from officers and/or directors, we may then have to seek additional funds through debt financing, which would be extremely difficult for an early stage company to secure and may not be available to us. However, if such financing is available, we would likely have to pay additional costs associated with high-risk loans and be subject to above market interest rates.
At such time as these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If we cannot raise additional proceeds via a private placement of our common stock or secure debt financing we would be required to cease business operations. As a result, investors in our common stock would lose all of their investment.
The staged development of our business will continue over the next 12 months. Other than engaging and/or retaining independent consultants to assist the Company in various administrative and marketing related needs, we do not anticipate a significant change in the number of our employees, if any, unless we are able to obtain adequate financing.
Our auditors have issued a “going concern” opinion. This means that there is substantial doubt that we can continue as an on-going business for the next 12 months unless we obtain additional capital to pay our expenses. This is because we have not generated revenues and no substantial revenues are anticipated in the near-term. Accordingly, we must raise cash from sources other than from the sale of our products.
Results from Operations
The following summary financial data was derived from our financial statements. This information is only a summary and does not provide all the information contained in our financial statements and related notes thereto. You should read the “Management’s Discussion and Analysis or Plan of Operations” and our financial statements and related noted included elsewhere in this Form 10-K.
Our operating results for the years ended June 30, 2012 and 2011 are summarized as follows:
Our expenses for years ended June 30, 2012 and 2011 are outlined in the table below:
The increase in professional fees during the year ended June 30, 2012 as compared to the year ended June 30, 2011 is primarily due to increased business activity in areas such as accounting, auditing and legal. The decrease in management fees during the year ended June 30, 2012 is primarily related to termination of consulting agreements under former management and less business activity as the Company prepares for its new business venture.
During the period from inception (May 31, 2006) to June 30, 2012 we have had accumulated losses of $1,667,496 which are as follows:
Our balance sheets as at June 30, 2012 and 2011 are summarized as follows:
Our Company has no plant or significant equipment to sell and we have no intension to purchase any plant or significant equipment in the immediate future. Presently we do not have any money to buy any significant assets.
Working Capital
Cash Flows
We anticipate that we will incur approximately $150,000 for operating expenses, including professional, legal and accounting expenses associated with our reporting requirements under the Exchange Act during the next twelve months. Accordingly, we will need to obtain additional financing in order to complete our business plan.
Cash (Used in) in Operating Activities
We used net cash in operating activities in the amount of $30,263 during the year ended June 30, 2012. Cash used in operating activities was provided by financing activities.
Cash Provided by Financing Activities
Cash was provided of $50,000 in financing activities during the year ended June 30, 2012, which was attributable to issuance of common stock.
Our historical results do not necessary indicate results expected for any future periods.
Liquidity and Capital Resources
We realize that we will have to raise cash in the near future to continue our operations. If, in the future, we are unable to raise cash we might not be able to pay our creditors.
The following represents the minimum cash requirements over the next year to meet our current and future financial obligations:
Disclosure of Outstanding Share Data
As of June 30, 2012, we had 53,285,000 shares of common stock issued and outstanding.
Going Concern Uncertainties
The Company and has a cumulative net loss of $1,667,496. The Company currently has only limited working capital with which continue its operating activities. The amount of capital required to sustain operations is subject to future events and uncertainties, but the Company anticipates it will need to obtain approximately $200,000 in additional capital in the form of debt or equity in order to cover its current expenses over the next 12 months and continue to implement its business plan. Whether such capital will be obtainable, or obtainable on commercially reasonable terms is at this date uncertain. These circumstances raise substantial doubt about the Company's ability to continue as a going concern.
Capital Expenditures
We have not incurred any material capital expenditures.
Commitments and Contractual Obligations
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.
Stock Option Grants
To date, we have not granted any stock options.
Warrants
We have not issued and do not have outstanding any warrants to purchase shares of our common stock.
Dividends
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
1. we would not be able to pay our debts as they become due in the usual course of business; or
2. our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.
Securities Authorized For Issuance under Equity Compensation Plans
We currently do not have any stock option or equity compensation plans or arrangements.
Our Limited Operating History and Working Capital Position
To meet our need for cash we will have to raise money. Our working capital deficit as at June 30, 2012 is $131,374. We cannot guarantee that we will be able to raise enough money in the future to stay in business. Whatever money we do raise will be used as working capital to meet current obligations. We will attempt to raise additional money through subsequent private placements, public offering or loans.
Off-balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Short and long-term Trend Liabilities
We are unaware of any known trends, events or uncertainties that have or are reasonably likely to have a material impact on our business either in the long-term or long-term liquidity which have not been disclosed under the section on Risk Factors.
Internal and External Sources of Liquidity
There are no material internal or external sources of liquidity.
Changes in the Financial Statements and Accounting Issues
We do not know of any cause for any material change from period to period in one or more line items of our financial statements as shown in this Form 10-K. These audited financial statements adhere with accounting principles generally accepted in the United States of America. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments.
The going concern basis of presentation assumes we will continue in operation throughout the next fiscal year and into the foreseeable future and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not Applicable
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements are included in this report:
VERIFY SMART CORP.
(A Development Stage Company)
FINANCIAL STATEMENTS
JUNE 30, 2012
(Stated in U.S. Dollars)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders,
Verify Smart Corp.
I have audited the accompanying balance sheet of Verify Smart Corp. (a Development Stage Company) as of June 30, 2012 and the related statements of operations, stockholders' deficit and cash flows for the year ended June 30, 2012 and for the period from May 31, 2006 (date of inception of the development stage) to June 30, 2012. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit. The financial statements of Verify Smart Corp. as of June 30, 2011 were audited by other auditors whose report on those statements, dated December 7, 2012, expressed an unqualified opinion and included an explanatory paragraph that described a going concern.
I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that I plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, these financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2012 and the results of its operations and its cash flows for the year ended June 30, 2012 and for the period from May 31, 2006 (date of inception of the development stage) to June 30, 2012 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared using accounting principles generally accepted in the Unites States of America assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is a development stage company and has incurred substantial losses, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to their planned financing and other matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Vancouver, Canada
“I Vellmer Inc.”
March 5, 2013
Chartered Accountant
VERIFY SMART CORP.
(A Development Stage Company)
BALANCE SHEETS
(Stated in U.S. Dollars)
The accompanying notes are an integral part of these financial statements.
VERIFY SMART CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Stated in U.S. Dollars)
The accompanying notes are an integral part of these financial statements.
VERIFY SMART CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Stated in U.S. Dollars)
The accompanying notes are an integral part of these financial statements.
Verify Smart Corp.
(Development Stage Company)
Statements of Stockholders' Deficit
From May 31, 2006 (Inception) to June 30, 2012
(Stated in U.S. Dollars)
The accompanying notes are an integral part of these financial statements.
VERIFY SMART CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2012 AND 2011
(Stated in U.S. Dollars)
1.
ORGANIZATION AND DESCRIPTION OF BUSINESS
Verify Smart Corp. (the "Company") was incorporated under the laws of the State of Nevada on May 31, 2006. The Company was originally formed to engage in the acquisition, exploration and development of natural resource properties. Effective March 25, 2009, the Company commenced activity involving developing and selling internet security software for credit card fraud prevention (Note 6).
2.
GOING CONCERN
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has incurred a net loss since inception of $1,667,496 for the period from May 31, 2006 (inception) to June 30, 2012, has a stockholders’ deficit of $131,374, and has no revenue. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development and marketing of its projects. The Company’s management plans to continue the operations of the Company as a going concern by actively developing and marketing its technology. Management plans to raise additional capital for the development and marketing of its project primarily through the issuance of common shares and or the issuance of debt securities. It may also raise additional capital by selling interests in its projects. There can be no assurance that the Company’s management will be successful in marketing and developing its project or in securing financing. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:
Basis of Accounting
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars.
Use of Estimates and Assumptions
Preparation of the Company’s financial statements in conformity with United States GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The significant areas requiring management’s estimates and assumptions relate to determining the fair value of shares issued for services and acquisitions, and recognition of future income tax benefits.
Development Stage Company
The Company is a development stage company as defined by codification ASC 915, Development Stage Entities. The Company is devoting substantially all of its present efforts to establishing a new business. All losses accumulated since inception have been considered as part of the Company’s development stage activities.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. At June 30, 2012 and June 30, 2011, cash consists primarily of cash on deposit.
Impairment of Long-Lived Assets
In accordance with codification in ASC 360, Property, Plant, and Equipment, Accounting for the Impairment or Disposal of Long-Lived Assets, the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.
Fair Value of Financial Instruments and Concentration of Risk
A fair value hierarchy was established that prioritizes the inputs 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 the lowest priority to unobservable inputs (Level 3 measurements).
Level 1: classification is applied to any asset or liability that has a readily available quoted market price from an active market where there is significant transparency in the executed/quoted price. As at June 30, 2012 and 2011 the Company has classified cash as being a Level 1 fair value financial instrument.
Level 2: classification is applied to assets and liabilities that have evaluated prices where the data inputs to these valuations are observable either directly or indirectly, but do not represent quoted market prices from an active market. As at June 30, 2012 and 2011 the Company did not have any Level 2 fair value financial instruments.
Level 3: classification is applied to assets and liabilities when prices are not derived from existing market data and requires us to develop our own assumptions about how market participants would price the asset or liability. As at June 30, 2012 and 2011 the Company classified notes payable as being a Level 3 fair value financial instrument.
The fair values of financial instruments, which include cash, accounts payable and accrued liabilities and loans payable, were estimated to approximate their carrying values due to the immediate or relatively short maturity of these instruments. Management does not believe that the Company is subject to significant interest, currency or credit risks arising from these financial instruments.
Basic and Diluted Net Income (Loss) Per Share
The Company computes net income (loss) per share in accordance with codification ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) before and after discontinued operations, by the weighted average number of common shares outstanding (denominator) during the period, including contingently issuable shares where the contingency has been resolved. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
Foreign Currency Translation
The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830, Foreign Currency Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
Comprehensive Loss
Codification ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. At June 30, 2012 and at June 30, 2011, the Company had no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
Common Share Non-Monetary Consideration
In situations where common shares are issued and the fair value of the goods or services received is readily determinable, the fair value of the common shares is used to measure and record the transaction. The fair value of the common shares issued in exchange for the receipt of goods and services is based on the stock price as of the earliest of the date at which:
i)
the counterparty’s performance is complete;
ii)
a commitment for performance by the counterparty to earn the common shares is reached; or
iii)
the common shares are issued if they are fully vested and non-forfeitable at that date.
Stock-Based Compensation
The Company has adopted FASB ASC Topic 505, Equity, and FASB ASC Topic 718, Compensation - Stock Compensation to account for its stock options and similar equity instruments issued. Accordingly, compensation costs attributable to stock options or similar equity instruments granted to employees are measured at the fair value at the grant date, and expensed over the expected vesting period. Transactions in which goods or services are received from non-employees in exchange for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.
·
Provision for Taxes
Income taxes are provided based upon the liability method of accounting pursuant to FASB ASC Topic 740 Income Taxes (“ASC 740”). Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by ASC 740 to allow recognition of such an asset.
Recent Accounting Pronouncements
In May 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-04: “Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”. This is a new accounting standard on fair value measurements that clarifies the application of existing guidance and disclosure requirements, changes certain fair value measurement principles and requires additional disclosures about fair value measurements. The standard is effective for interim and annual periods beginning after December 15, 2011. The adoption of this accounting guidance did not have a material impact on the Company’s financial statements and related disclosures.
In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. This update will require the presentation of the components of net income and other comprehensive income either in a single continuous statement or in two separate but consecutive statements. In addition, companies are also required to present reclassification adjustments for items that are reclassified from other comprehensive income to net income on the face of the financial statements. The update is effective for fiscal years and interim periods beginning after December 15, 2011. The Company will adopt the new disclosure requirements for comprehensive income beginning July 1, 2012.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on our present or future financial statements.
4.
LOANS PAYABLE
At June 30, 2012, the Company was indebted for non-interest bearing loans, with no formalized terms of repayment, for $119,029 (June 30, 2011 - $119,029), of which $3,000 was an advance from a shareholder.
5.
CAPITAL STOCK
a) Common Stock
During the year ended June 30, 2012, the Company had the following stock activity:
On April 23, 2012, under a private placement subscription agreement, the Company accepted a subscription agreement to issue 500,000 shares to an investor, at $0.10 per share, for total proceeds of $50,000.
As of June 30, 2012 the Company had 53,285,000 shares of common stock issued and outstanding.
During the year ended June 30, 2011, the Company had no stock activity.
As of June 30, 2011 the Company had 52,785,000 shares of common stock issued and outstanding.
b) Share Purchase Warrants and Stock Options
There were no share purchase warrants and stock options outstanding at June 30, 2012 or June 30, 2011 to acquire any additional shares of common stock.
6.
JOINT VENTURE AGREEMENT
Effective March 25, 2009, the Company entered into a joint venture agreement with Verified Capital Corp. and Verified Transactions Corp. relating to the formation and operation of a joint venture corporation that will sell internet security software for credit card fraud prevention.
Upon the satisfaction of customary closing conditions, the Company will contribute an aggregate of $5,000,000 to the joint venture corporation, payable as to $2,000,000 by May 1, 2009 and $3,000,000 by July 1, 2009, for a 70% interest in the joint venture corporation.
By amendment of May 19, 2009, the companies have agreed that all obligations of the Joint Venture agreement have been deemed to have occurred and the agreement is in full force in good standing. In addition to the foregoing, Verified Transactions Corp. will grant to the joint venture corporation a 25 year worldwide exclusive license to market and sell Verified Transaction Corp.'s internet security software and all other internet business of whatsoever nature and including all future developments of such business for a 25 % interest in the joint venture corporation. Verified Capital Corp. will be granted a 5% interest in the joint venture corporation upon the transfer of certain assets.
Upon the closing of the joint venture agreement, the Company is the operator of the joint venture corporation and will contract with Verified Capital Corp. to be the sub-operator.
As at September 19, 2012, the joint venture agreement was terminated by mutual consent of the parties and ownership of the patented verification technology was transferred to Assured Mobile Technologies LLC. During the course of this former joint venture agreement, the Company did not pay any cash or share consideration to Verified Capital Corp or to Verified Transaction Corp. in respect its ownership stake in the joint venture or in respect of the license to use the patented technology. No joint venture corporation was formed in relation to the joint venture and the Company did not incur any material costs in respect of its obligations under the joint venture. Additionally, the Company is not subject to any penalty or residual obligations under the joint venture agreement.
7.
COMMITMENTS AND CONTRACTUAL OBLIGATIONS
a) Consulting Agreement
On August 14, 2009, the Company entered into a consulting agreement with Cohen Independent Group ("Cohen") wherein Cohen has agreed to provide certain consulting services to the Company. As compensation under the agreement, the Company agreed to issue 1,000,000 restricted shares of common stock. The agreement expires on August 14, 2011. On September 14, 2009, the Company issued 1,000,000 restricted shares of common stock at a fair value of $425,000 to Cohen for services to be provided over two year periods. As at June 30, 2012, all costs had been recognized over the term of the consulting agreement (2011 - $26,563 remained unrecognized as prepaid expense).
b) Share Purchase Agreement
On June 22, 2012 the Company entered into a share purchase agreement, with Ukabobs LLC (doing business as iMobile Interactive) (“Ukabobs”), a New Jersey limited liability company and the selling equity members of Ukabobs (the "Selling Members"), to acquire from the Selling Members, 100% of their outstanding ownership interest in Ukabobs.
As consideration for this purchase, the Company has agreed to pay a cash purchase price of $300,000 and to issue 8,800,000 shares of its common stock on closing, subject to certain conditions being met.
To date these conditions have not been met and the transaction has not yet been completed.
c) Commitments and Contractual Obligations Incurred Under Former Management
To further its business activities, prior to 2010, under former management the Company entered into or contemplated agreements and letters of intent with certain service providers.
Present management has conducted a review of these agreements, with a view to determining their validity, legitimacy and applicableness to current business objectives of the Company.
It is the opinion of management that any conditions, requirements, obligations and terms in these agreements have become stale-dated, inapplicable and/or legally void. Although management is of the opinion that there are no present or future liabilities, commitments or obligations by the Company with respect to these agreements, there is a measurement uncertainty with regard to the agreements, the outcome of which may not be completely determinable.
8.
RELATED PARTY BALANCES AND TRANSACTIONS
Related party balances and transactions not disclosed elsewhere in these financial statements consist of the following:
As at June 30, 2012, the Company had included in accounts payable $5,471 owing to its Chief Executive Officer (2011 - $nil). The amounts due have no interest, security or repayment terms.
9.
INCOME TAXES
Potential benefits of income tax losses and other tax assets are not recognized in the accounts until realization is more likely than not. As of June 30, 2012, the Company has net operating losses carried forward of $297,700 (2011 - $248,900) for tax purposes subject to expiration as described below. Pursuant to ASC 740, Income Taxes, the Company is required to compute tax asset benefits for net operating losses carried forward and other items giving rise to deferred tax assets. Future tax benefits which may arise as a result of these losses and other items have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these items.
The actual income tax provisions differ from the expected amounts calculated by applying the income tax statutory rate applicable to the Company’s loss before income taxes. The components of these differences are as follows:
As of June 30, 2012, the Company has net operating tax loss carry forwards of approximately $297,700. Net operating loss carry forwards expires twenty years from the date the loss was incurred.
10.
SUBSEQUENT EVENTS
a) Patent License Agreement
On September 19, 2012 the Company entered into a patent license agreement with Assured Mobile Technologies LLC., a Nevada limited liability corporation (“Assured”). Pursuant to the license agreement the Company acquired a 20 year, exclusive worldwide license to exploit the patented technology entitled "A System and Method for Verifying a User's Identity in Electronic Transactions." The patented verification technology is an electronic method and system for verifying the identity of a user by a verifier in the course of an electronic transaction.
In consideration of the license agreement, the Company has agreed to pay to Assured aggregate cash payment of $300,000, payable as follows:
i) $100 upon execution of the license agreement;
ii) $10,000 by March 19, 2013 (extended date);
iii) $40,000 by March 19, 2013; and
iv) $249,900 by September 19, 2013.
As additional consideration, the Company will issue to Assured 8,500,000 common shares in its capital stock within 30 days of September 19, 2012 (the “effective date”). This license will also be subject to a royalty payable to Assured equal to 2.5% of any gross sales made by the Company in respect of the technology.
By a license agreement amendments dated October 17, 2012 and December 19, 2012, the Company and Assured mutually agreed to extend the effective date 90 days, or earlier if mutually agreed upon, from the date of the first amendment of October 17, 2012.
b) Consulting Agreement - Micro-Teck Consulting, Inc.
Effective July 15, 2012 the Company entered into a consulting agreement with Micro-Teck Consulting, Inc. a New Jersey corporation (the "Consultant"), whereby the Consultant is to provide certain services to the Company as Executive Director Mobile Applications. These services consist generally of supporting the Company in respect of advising, development and maintenance of the Company’s proprietary software as well as installation and training.
For all services rendered by the Consultant to the Company under this Agreement or otherwise, the Company will compensate the Consultant as follows:
i) Subject to the terms and conditions of the Company’s stock option agreement, the Company will grant to the Consultant the option to purchase 300,000 shares of common stock of the Company, with an exercise price of $0.25 per share (the “Option”). The Option will vest with respect to 75,000 shares when the Consultant completes each additional three-month period of continuous service thereafter, such that all of the shares will completely vest 12 months from the vesting commencement date.
These options will only be granted should the Consultant complete the successful development, testing and deployment of the initial mobile application development project as prescribed by the Company at the time of the exercise. Should this agreement with the Consultant be terminated, only those options allotted to the Consultant as of the termination date as per the quarterly vesting schedule, will be considered vested. Following the termination date of the Consultant’s contractual relationship with the Company, the Consultant will have 60 days in which to exercise the vested options.
ii) The Company will grant to the Consultant 75,000 shares of the Company’s common stock. The Shares will be held in escrow, and will be released completely after the successful development, testing and deployment of the initial mobile application development project, as prescribed by the Company.
iii) The Company agrees to award additional stock options to Consultant for each mobile application development project agreed upon by Company and the Consultant. The amount of the stock option award will be mutually agreed upon by the Company and the Consultant prior to the start of project development efforts. The price of the additional stock option award will be at 40% of the market price at the time of the award.
iv) The Company will pay to the Consultant 2.5% percent of revenue generated for the products/services delivered by the Consultant, which will be applied to the purchase of options on a quarterly basis. After all options have been paid in full, said quarterly payments will be made directly to the Consultant.
v) The Company will pay the Consultant $2,000 per month to cover expenses, including travel and accommodation.
To date, the Company has not issued any options and shares relating to this agreement.
c) Consulting Agreements - Other
On October 19, 2012, the Company signed two invoice and professional services agreements with two individuals for equity investment consulting services. As compensation, the initial fee for expenses for these services will be in the form of an aggregate of 1,200,000 shares of common stock of the Company, by way of stock options and or warrants, exercisable for 18 months at $0.30 per share.
To date, the Company has not issued any options and shares relating to this agreement.
d) Issuance of Units
During the months of November and December, 2012, under private placement subscription agreements, the Company accepted five subscription agreements to issue 1,250,000 units to four investors, at $0.10 per unit, for total proceeds of $125,000. Each unit consists of one common share in the capital of the Company and one common share purchase warrant. Each warrant entitles the holder to purchase one common share in the capital stock of the Issuer. The warrants are exercisable for 18 months at $0.30 per share.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no occurrences requiring response to this item.
ITEM 9A
ITEM 9A - CONTROLS AND PROCEDURES
Disclosure Controls and procedures
An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this annual report. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is (1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure. Based on that evaluation, our management, including our Chief Executive Officer and our Chief Financial Officer, concluded that our disclosure controls and procedures were effective.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2011 using the criteria set forth by the Committee of Sponsoring Organizations of the Tread way Commission in Internal Control - Integrated Framework. Based on this assessment, management has concluded that, as of June 30, 2012, the Company’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles based on such criteria.
This Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report on Form 10-K
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or internal controls over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Control over Financial Reporting
For the year ended June 30, 2012, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9 B
ITEM 9 B - OTHER INFORMATION
There are no matters required to be reported upon under this Item.
PART 111
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Set forth below is certain information concerning each of our directors and executive officers of our Company as at June 30, 2012:
Name and Address
Position
Age
Tony Cinotti (*)
Director, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(*)
Member of the Audit Committee.
(1)
Tony Cinotti was appointed a Director on November 30, 2009.
Each of the director names above will serve until the next Annual Meeting of Stockholders or until their successors is duly elected and has qualified. Directors are elected for a one year term at the Annual General Meeting of Stockholders. Each director will hold his position at the pleasure of the Board of Directors, absent any employment agreement, of which none currently exist or is contemplated. There is no arrangement or understanding between any of our director or officer and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management stockholders will exercise their voting rights to continue to elect the directors of our Board of Directors. There are also no arrangements, agreements or understanding between non-management stockholders that may directly or indirectly participate in or influence the management of our affairs.
Historical Background of Our Director
Tony Cinotti has over 35 years experience in the Financial Industry. He began his career with Kuhn Loeb & Company managing all systems and data center operations. He continued his career with Morgan Stanley and managed Equity and Government Trading as well as Broker Commissions and Management and Planning systems. Upon leaving Morgan Stanley he founded DP Sciences Inc., which provided Management and Systems consulting to the financial community. The company was contracted to build and manage systems and data centers for various financial clients. DP Sciences was also a service organization processing over 97% of all Equity IPO's (Initial Public Offerings) for over 30 clients. Tony also owned seats on The New York Futures Exchange and was a registered Floor Broker. He was the co-inventor on two method patents for processing transactions on 3G phones. Tony has a Bachelors degree in Management from Baruch College.
Tony Cinotti was instrumental in bringing the iMobile Interactive and VerifySmart alliance to fruition. iMobile currently interfaces with almost every phone company in the world.
Our Audit Committee
On November 30, 2009 our Board of Directors appointed Tony Cinotti to our Audit Committee and on the same dated adopted an Audit Committee Charter. Tony Cinotti cannot be considered an “audit committee financial expert” as defined in Item 407 of Sarbanes-Oxley Act of 2002. The Audit Committee Members will have to search and find an individual who meets these requirements. This has not occurred.
Our Audit Committee Charter requires that its members monitor the following:
·
the integrity of the financial statement of our Company;
·
the compliance by our Company with legal and regulatory requirements;
·
the independence and performance of our Company’s external auditors;
·
make regular reports to our Board of Directors;
·
review the annual financial statements, independence of auditors and fees to be paid to the independent auditors; and
·
report to our Board of Directors on legal, accounting and management matters.
Apart from the Audit Committee, our Company does not have any other Board committees.
Family Relationships between our Directors
There are no family relationships among our current or former directors or officers.
Significant Employees
We have no significant employees other than Tony Cinotti, our sole officer and director. We currently rely on part-time, third party contractors to provide management, accounting and legal services on an as needed basis. We anticipate that, as our business develops, we will engage additional contractors on a part-time or full-time basis.
Conflicts of Interest
We have adopted a Code of Ethics that applies to, among other persons, our company’s principal executive officers and senior financial executives, as well as persons performing similar functions. As adopted, our Code of Ethics sets forth written policies to promote:
·
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
·
full, fair, accurate, timely and understandable disclosure in all reports and documents that the Corporation files with, or submits to, the Securities and Exchange Commission ("SEC") and in other public communications made by the Corporation that are within the Senior Officer’s area of responsibility;
·
compliance with applicable governmental laws, rules and regulations; and
·
the prompt internal reporting of violations of the Code.
Other Directorships
The directors of the Company do not serve as directors of any other company trading on the OTCBB, OTC Markets Group or any other public markets. This might not be the case in the future, but as at the date of this prospectus they are not officers or directors of any other public company.
Involvement in Certain Legal Proceedings
To the knowledge of our Company, during the past five years, none of our directors or executive officers:
(1)
has filed a petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by the court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filings, or any corporation or business association of which he was an executive officer at or within the last two year before the time of such filing;
(2)
was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3)
was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities:
(i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliate person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
(ii) engaging in any type of business practice; or
(iii) engaging in any activities in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
(4)
was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under paragraph (3) (i) above, or to be associated with persons engaged in any such activities; or
(5)
was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated.
(6)
was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.
Promoters and Control Persons
Tony Cinotti is considered the promoter of our Company, within the meaning of such terms under the Securities Act of 1933, as amended, since he was instrumental in seeking out other investors to participate in the private placement of stock equity in the Company. He is also a control person since he owns Nil of our issued common shares. There are no other promoters involved with our Company.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by our Company from May 31, 2006 (date of inception) to June 30, 2012, for each of our officers and directors. This information includes dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to named executive officers.
Summary Compensation Table
Name and
Principal Position
Year
Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non-equity
Incentive Plan
Compensation
($)
Change in
Pension value and
Nonqualified
Compensation
Earnings
($)
All other
Compensation
($)
Howard Gelfand
Former President, Chief Executive Officer and Chief Financial Officer
Manly Shore
Former President, Chief Executive Officer, Chief Financial Officer and Director
Adi Muljo
Former VP Business Development and Director
Ralph Santos
Former President, Chief Executive Officer, Chief Financial
Officer, Secretary, Treasurer and Director
Tony Cinotti
Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer and Director
We have not paid any salaries in 2008, 2009, 2010, 2011 and 2012 to date, and we do not anticipate paying any salaries at any time during the forthcoming year. We will not be paying salaries until we have adequate funds to do so.
Board of Directors’ Meeting
Our Director has not had an official Board of Directors’ meeting since our inception. All authorization for any action has been done by Consent Resolutions to date.
Retirement, Post-Termination and Change of Control
We have no retirement, pension, or profit-sharing programs for the benefit of directors, officers or other future employees, nor do we have post-termination or change in control arrangements with director or anyone else, but our Board of Directors may recommend adoption of one or more such programs in the future if our cash position and operating revenues warrant it.
Employment Agreements with Executive Director
There are no employment agreements with any director of our Company.
Stock Option Plan
We have never established any form of stock option plan for the benefit of our directors, officers or future employees. We do not have a long-term incentive plan nor do we have a defined benefit, pension plan, profit sharing or other retirement plan.
Bonuses and Deferred Compensation
None
Compensation Pursuant to Plans
None
Pension Table
None
Termination of Employment
There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any person named in Summary Compensation Table set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person’s employment with the Company, or any change in control of the Company, or a change in the person’s responsibilities following a change in control of the Company.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the Company's common stock beneficially owned on June 30, 2012, for (i) each of the Company's executive officers and directors and (ii) each shareholder the Company knows to be the beneficial owner of 5% or more of its outstanding common stock, In general, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days. To the best of the Company's knowledge, all persons named have sole voting and investment power with respect to such shares, except as otherwise noted. At June 30, 2012, 53,285,000 shares of the Company's common stock were outstanding.
DESCRIPTION OF SECURITIES
Our authorized capital consists of 250,000,000 shares of common stock, par value $0.001 per share, of which 53,285,000 shares are issued and outstanding.
The following table sets forth certain information regarding the Company's common stock beneficially owned on June 30, 2012, for (i) each shareholder the Company knows to be the beneficial owner of 5% or more of its outstanding common stock, (ii) each of the Company's executive officers and directors, and (iii) all executive officers and directors as a group. In general, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days. To the best of the Company's knowledge, all persons named have sole voting and investment power with respect to such shares, except as otherwise noted.
ii) Name and Address of Other Beneficial Owners
Amount and Nature of Beneficial Ownership
Percentage of Class (1)
The percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on June 30, 2012. As of June 30, 2012 there were 53,285,000 shares of our Company's common stock issued and outstanding.
The holders of our common stock are entitled to receive dividends as may be declared by our Board of Directors; are entitled to share ratably in all of our assets available for distribution upon winding up of the affairs our Company; and are entitled to one non-cumulative vote per share on all matters on which shareholders may vote at all meetings of the shareholders.
The shareholders are not entitled to preference as to dividends or interest; preemptive rights to purchase in new issues of shares; preference upon liquidation; or any other special rights or preferences.
In addition, the shares of common stock are not convertible into any other securities. There are no restrictions on dividends under any loan or other financing arrangements.
Dividend Policy
As of the date of this Form 10-K, we have not paid any cash dividends to stockholders. The declaration of any future cash dividends, if any, will be at the discretion of the Board of Directors and will depend on our earnings, if any, capital requirements and financial position, general economic conditions and other pertinent conditions. It is our present intention not to pay any cash dividends in the near future.
Change in Control of Our Company
We do not know of any arrangements which might result in a change in control.
Transfer Agent
We have engaged the services of Holladay Stock Transfer Inc., 2939 North 67th Place, Suite C, Scottsdale, AZ 85251, to act as transfer and registrar.
Debt Securities and Other Securities
There are no debts or other securities outstanding.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Except as otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404.
Director Independence
The Board of Directors has determined that Tony Cinotti is an “independent” director, meeting all applicable independence requirements of the SEC, including Rule 10A-3(b)(1) pursuant to the Exchange Act. In making this determination, the Board of Directors affirmatively determined that he has no relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Transactions with Management and Others
There were no material transactions, or series of similar transactions, since May 31, 2006 (date of inception) to June 30, 2012 and thereafter to the date of this Form 10-K, or any currently proposed transactions, or series of similar transactions, to which our Company was or is to be a party, in which the amount involved exceeds $120,000, and in which any director, executive officer, any security holder or related party who is known by us to own of record or beneficially more than 5% of any class of our Company's common stock, or any member of the immediate family of any of the foregoing persons, has an interest.
Indebtedness of Management
There were no material transactions, or series of similar transactions, from May 31, 2006 (date of inception) to June 30, 2012, or any currently proposed transactions, or series of similar transactions, to which our Company was or is to be a part, in which the amount involved exceeded $120,000 and in which any director or executive officer, or any security holder who is known to us to own of record or beneficially more than 5% of the common shares of our Company's capital stock, or any member of the immediate family of any of the foregoing persons, has an interest.
Conflicts of Interest
Our director is not a director or officer of any other company involved in licensed software which provides a comprehensive solution to credit card fraud. However, there can be no assurance such involvement in other companies in this industry will not occur in the future. Such potential future involvement could create a conflict of interest.
To ensure that potential conflicts of interest are avoided or declared, the Board of Directors adopted, on May 31, 2006, a Code of Business Ethics and Control for the Board of Directors (the “Code”). Verify Smart Corp.’s Code embodies our commitment to such ethical principles and sets forth the responsibilities of Verify Smart Corp. and its director to its shareholders, employees, customers, lenders and other organizations. Our Code addresses general business ethical principles and other relevant issues.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The aggregate fees billed for the most recently completed fiscal year ended June 30, 2012 and for fiscal year ended June 30, 2011 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.
Tax Fees
The Company incurred no expenses for professional services for tax compliance, tax advice, and tax planning for the fiscal year ended June 30, 2012 and June 30, 2011.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-audit Services of Independent Auditors
The Board of Directors acts as the audit committee of the Company, and accordingly, all services are approved by the Board of Directors.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
(a) (1) Financial Statements.
Financial Statements
The Company's financial statements are included in Item 8 of this Annual Report.
(a) (2) Financial Statement Schedules
All schedules are omitted because they are not applicable or have been provided in Item 8 of this Annual Report.
(a) (3) Exhibits
The following exhibits are included as part of this report by reference:
Exhibit Number Description
(3) ARTICLES OF INCORPORATION AND BY-LAWS
3.1 Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed on August 10, 2006)
3.2 Bylaws (incorporated by reference from our Registration Statement on Form S-1 filed on July 21, 2008)
3.3 Certificate of Change (incorporated by reference from our Current Report on Form 8-K filed on March 26, 2009)
3.4 Certificate of Amendment (incorporated by reference from our Current Report on Form 8-K filed on March 26, 2009)
(10) MATERIAL CONTRACTS
10.1 Joint Venture Agreement among Verified Capital Corp., Verified Transactions Corp. and our company dated effective March 25, 2009 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated March 26, 2009)
10.2 Consulting Agreement with Cohen Independent Research Group (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated September 22, 2009)
10.3 Compensation Agreement with AMG Group Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated October 1, 2009)
10.4 Share Purchase Agreement with Ukabobs LLC (doing business as iMobile Interactive)(incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated June 27, 2012)
10.5 Patent License Agreement with Assured Mobile Technologies LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated September 20, 2012)
10.6 Changes in Registrant’s Certifying Accountant (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K and Forms 8-K/A dated December 21, 2012, January 17, 2013 and February 8, 2013)
10.7 Private Placement Subscription Agreements with the following subscribers:
10.7 * (A) Jim O’Callaghan, dated November 30, 2012, for 500,000 shares (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the period ended September 30, 2011 dated January 25, 2013)
+ (B) Jim O’Callaghan, dated December 13, 2012, for 200,000 units
+ (C) Brian Baily, dated December 12, 2012, for 50,000 units
+ (D) Joseph Zenko, JR, dated December 17, 2012, for 500,000 units
+ (E) Murray Polischuk/Murling Holdings Inc., dated April 23, 2012, for 500,000 units
10.8 Invoice and Professional Services Agreement with Lloyd Dohner, initial fee in the form of an aggregate of 400,000 shares of common stock of the Company, by way of stock options and or warrants, dated October 19, 2012 (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the period ended September 30, 2011 dated January 25, 2013)
10.9 ++ Invoice and Professional Services Agreement with Jim O’Callaghan, initial fee in the form of an aggregate of 800,000 shares of common stock of the Company, by way of stock options and or warrants, dated October 19, 2012
10.10 Consulting Agreement with Micro-Teck Consulting, Inc. dated July 15, 2012 (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the period ended September 30, 2011 dated January 25, 2013)
(31) RULE 13A-14(D)/15D-14(D) CERTIFICATIONS
31.1 Section 302 Certification of Principal Executive Officer and Principal Financial Officer.
(32) SECTION 1350 CERTIFICATIONS
32.1 Section 906 Certification of Principal Executive Officer and Principal Financial Officer.
(101) INTERACTIVE DATA FILE
Interactive Data File (Form 10-K for the annual period ended June 30, 2012 furnished in XBRL)
+ Document omitted, as substantially identical in all material respects to document 10.7 (A), except as to the date of execution and number of units
++ Document omitted, as substantially identical in all material respects to document 10.8, except as to the date of execution and number of shares
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, thereunto duly authorized.
VERIFY SMART CORP.
Date:
March 5, 2013
By:
/s/ Tony Cinotti
Name:
Tony Cinotti
Title:
Director, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated, who constitute the entire board of directors:
Date:
March 5, 2013
By:
/s/ Tony Cinotti
Name:
Tony Cinotti
Title:
Director, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer