FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For the month of May 2004
Commission File Number: 000-30683
VERB EXCHANGE, INC.
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(Translation of Registrant's name into English)
Suite 908, 1055 Dunsmuir Street, P. O. Box 49266, Vancouver, BC, Canada V7X 1L2
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(Address of principal executive offices)
[Indicate by check mark whether the Registrant files or will file annual reports
under cover of forms 20-F or Form 40-F.]
Form 20-F X Form 40-F
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Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1).
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act 1934.]
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule
12g3-2(b): 82-____________
Appointment of Director of Universal Access. Mr. Alan Horst, of Huntington
Beach, California, has been appointed Director of Universal Access service. The
company announced (see Form 6-K of February 12, 2004) that its Tagline
(trademark) service was certified as universally accessible by the National
Federation of the Blind, and has been made commercially available to the 11.5
visually impaired Americans and Canadians. Mr. Holst will act as liaison between
the company and the numerous constituencies who require unique interfaces to
utilize the Tagline (trademark) rich feature set. Mr. Holst, who has been blind
since birth, has been a successful technology innovator for over 20 years and
has participated in the introduction of several successful technologies.
Universally Accessible Service for Visually Impaired. The company has
launched the deployment of its Tagline (trademark) Universally accessible
service in the U.S. and Canada. The service was certified as universally
accessible by the National Federation of the Blind in February 2004, concluding
almost a year of development by the company's research and development group in
conjunction with a team of visually impaired technical experts.
The Tagline (trademark) services will now be available through the
company's network of Certified Agents encompassing over 250 sales
representatives across the U.S. and Canada.
Additions to Senior Management Team. Mr. Laurie Yaworski has joined the
company and adds immediate and extensive management experience to the company.
He previously was the President and Chief Executive Officer of the Credential
Group and Ethical funds Inc., a wealth management organization serving Canadian
Credit Unions. Under his leadership, the organization grew to 270 employees,
supporting 5,000 licensed advisers, with $5 billion under management.
Previously, Mr. Yaworski had been the Senior Vice President, Finance and Chief
Financial Officer of Credit Union Central of B.C. for 12 years. Ross Wilmot has
resigned as the company's Chief Financial Officer and continues to serve on the
company's board of directors.
Further, Mr. Bill Tzetos has joined the company as the new Executive Vice
President and Chief Operating officer. Mr. Tzetos brings added senior level
planning and operations experience to the company. His background includes
business development, corporate planning and operations responsibilities with
TCG International, a Burnaby-based multinational corporation operating the
Speedy Auto Glass chain, Apple Auto Glass, and Novus Windshield Repair
franchises.. Between 1988 and 1996 he managed his own consulting practice,
providing telecommunications, IS/IT management consulting and project management
to the local forestry and distribution industries.
Pierre Lapointe has stepped down from the board of directors and as the
company's Executive Chairman. Eric Hoover also has resigned as Senior Vice
President, Sales and Marketing.
Company Request for Management Cease Trade Order. As a result of the delay
in filing the December 31, 2003 and March 31, 2004 first quarter interim
financial statements (and annual and interim Management's Discussion & Analysis
related thereto by the required filing dates under applicable Canadian
securities laws, the company reports that as of May 27, 2004, the company has
requested, and the British Columbia Securities Commission (the "BCSC") has
issued, a temporary order that prohibits current and former directors, officers
and insiders of the company from trading in the company's securities.
The delay in the filing of the fiscal year end financial statements is due
to personnel issues in the company's finance and accounting department and the
departure of its Chief Financial Officer, who left the company for health
reasons. These events occurred during the preparation of the company's books for
audit and left the company with insufficient resources to complete its fiscal
year financial statements on a timely basis. As a result, the first quarter
financial statements cannot be finalized without the results from the preceding
year end.
As of June 4, 2004, the company expects to file the December 31, 2003
annual financial statements with the BCSC on or before June 18, 2004 and the
March 31, 2004 interim financial statements by June 21, 2004.
If the fiscal year end financial statements have not been filed by July 19,
2004, or the first quarter financial statements have not been filed by July 30,
2004, then the BCSC may impose an issuer cease trade order. An issuer cease
trade order may be imposed sooner if the company fails to file its default
status reports on time, as required under applicable securities legislation.
In this regard, the company intends to satisfy the provisions of Appendix B
- - Default Status Reports to policy document 57-301 as long as it remains in
default of the financial statement filing requirement. Under the guidelines
pursuant to which this management and insider cease trade order was issued, the
company expects to provide bi-weekly updates by way of press release on the
affairs of the company. The company is not subject to any insolvency
proceedings.
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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.
VERB EXCHANGE INC.
Date: June 7, 2004 By: /s/ David Ebert
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DAVID EBERT,
Senior Vice-President,
Corporate Affairs
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