UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 19, 2009
VERIFY SMART CORP.
(Exact name of registrant as specified in its charter)
Nevada 333-136492 20-5005810
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Fort Legend Towers, Suite 2002 - 3rd Avenue corner 31st Street E-Square,
Fort Bonifacio Global City, Taguig Metro Manila, Philippines
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 011-632-755-8870
20048 Chase Street #43, Winnetka, CA
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Effective March 25, 2009, we 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, we 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.
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 Transactions 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, our company will be the
operator of the joint venture corporation and will contract with Verified
Capital Corp. to be the sub-operator.
DESCRIPTION OF THE JOINT VENTURE BUSINESS
The joint venture 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.
ACQUISITION OF VERIFIED CAPITAL CORP.
We have 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 will 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 is subject to the
fulfillment of certain conditions precedent, due diligence and the negotiation
of a definitive agreement.
FORWARD LOOKING STATEMENTS
This current report contains "forward-looking statements", as that term is
defined in Section 27A of the United States Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Statements in this current report
which are not purely historical are forward-looking statements and include any
statements regarding beliefs, plans, expectations or intentions regarding the
future. Such forward-looking statements include, among other things:
* the closing of the joint venture agreement;
* the ability to contribute an aggregate of $5,000,000 to the joint
venture corporation; and
* the acquisition of Verified Capital Corp.
Actual results could differ from those projected in any forward-looking
statements due to numerous factors. Such factors include, among others, the
inherent uncertainty of financial estimates and projections, the competitive and
regulatory environment for start up software companies, stock market conditions,
unforeseen technical difficulties and our ongoing ability to operate a business
and obtain financing. These forward-looking statements are made as of the date
of this current report, and we assume no obligation to update the
forward-looking statements, or to update the reasons why actual results could
differ from those projected in the forward-looking statements.
Although we believe that our beliefs, plans, expectations and intentions
contained in this current report are reasonable, there can be no assurance that
such beliefs, plans, expectations or intentions will prove to be accurate.
Investors should consult all of the information set forth herein and should also
refer to the risk factors disclosure outlined in our annual report on Form 10-K
for the 2008 fiscal year, our quarterly reports on Form 10-Q and our other
periodic reports filed from time-to-time with the Securities and Exchange
Commission pursuant to the Securities Exchange Act.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On March 24, 2009, Ralph Santos was appointed as a director of our company.
On March 24, 2009 Manly Shore resigned as president, chief executive officer and
chief financial officer of our company and Ralph Santos was appointed president,
chief executive officer and chief financial officer of our company.
Mr. Santos is the COO of VerifySmart and President of VerifyGateway. As a
specialist consultant for the implementation of large-scale infrastructure
initiatives, Ralph has successfully executed numerous projects for an array of
companies in industries such as health care, telecommunications, and software
development. His experience has been instrumental to Verify's current corporate
development and rapid market growth. Ralph will be responsible for the
development of the company's e-commerce business.
Our board of directors now consists of Manly Shore and Ralph Santos. There are
no family relationships among our directors or executive officers.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
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 has
changed to 250,000,000 shares of common stock with a par value of $0.001 and our
issued and outstanding shares have 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 change of name was approved by
our directors and a majority of our shareholders.
ITEM 7.01. REGULATION FD DISCLOSURE
The name change and forward stock split will become effective with the
Over-the-Counter Bulletin Board at the opening for trading on March 24, 2009
under the new stock symbol "VSMR". Our new CUSIP number is 92346H 102.
2
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
3.01 Certificate of Change with respect to the forward stock split
3.02 Certificate of Amendment with respect to the change of name
10.1 Joint Venture Agreement among Verified Capital Corp., Verified
Transactions Corp. and our company dated effective March 25, 2009.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VERIFY SMART CORP.
/s/ Ralph Santos
- -------------------------------
Ralph Santos
President
Date: March 25, 2009
4