UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the quarterly period ended March 31, 2009

                                       or

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the transition period from ______________ to ______________

                       Commission File Number 333-136492


                               VERIFY SMART CORP.
             (Exact name of registrant as specified in its charter)

             Nevada                                        20-5005810
  (State or other jurisdiction                 (IRS Employer Identification No.)
of incorporation or organization)

    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)

                                011.632.755.8870
              (Registrant's telephone number, including area code)

                                       N/A
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. [X] YES [ ] NO

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a small reporting  company.  See
the definitions of "large accelerated  filer",  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act [X] YES [ ] NO

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports  required to be
filed by Sections 12, 13 or 15(d) of the Exchange Act after the  distribution of
securities under a plan confirmed by a court. [ ] YES [ ] NO

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

60,000,000 common shares issued and outstanding as of May 20, 2009

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

These  financial  statements  have been  prepared by Verify Smart Corp.  without
audit,  pursuant to the rules and  regulations  of the  Securities  and Exchange
Commission  ("SEC").  Certain  information  and  footnote  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles  have been omitted in accordance  with such SEC rules and
regulations.  In the opinion of management,  the accompanying statements contain
all  adjustments  necessary  to present  fairly the  financial  position  of our
company as of March 31, 2009, and our results of operations,  and our cash flows
for the nine month period ended March 31,  2009.  The results for these  interim
periods are not  necessarily  indicative of the results for the entire year. The
accompanying  financial  statements  should  be read  in  conjunction  with  the
financial statements and the notes thereto filed as a part of our company's Form
10-K.


                                       2

                               VERIFY SMART CORP.
                      (FORMERLY TREASURE EXPLORATIONS INC.)
                          (A Development Stage Company)
                                 Balance Sheets
- --------------------------------------------------------------------------------



                                                                (unaudited)
                                                                  As of              As of
                                                                 March 31,          June 30,
                                                                   2009               2008
                                                                 --------           --------
                                                                              
                       ASSETS

CURRENT ASSETS
  Cash                                                           $ 10,916           $ 19,231
  Deposits                                                             --              2,000
                                                                 --------           --------

TOTAL CURRENT ASSETS                                               10,916             21,231
                                                                 --------           --------

TOTAL ASSETS                                                     $ 10,916           $ 21,231
                                                                 ========           ========

         LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable                                               $     --           $    163
                                                                 --------           --------

TOTAL CURRENT LIABILITIES                                              --                163
                                                                 --------           --------

TOTAL LIABILITIES                                                      --                163
                                                                 --------           --------

STOCKHOLDERS' EQUITY
  Common stock, ($0.001 par value, 250,000,000 shares
   authorized; 60,000,000 shares issued and outstanding
   as of March 31, 2009 and June 30, 2008                          60,000             60,000
  Discount of Common Stock                                        (10,000)           (10,000)
  Additional paid-in capital                                           --
  Deficit accumulated during development stage                    (39,084)           (28,932)
                                                                 --------           --------
TOTAL STOCKHOLDERS' EQUITY                                         10,916             21,068


      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                   $ 10,916           $ 21,231
                                                                 ========           ========


                                       3

                               VERIFY SMART CORP.
                      (FORMERLY TREASURE EXPLORATIONS INC.)
                          (A Development Stage Company)
                      Statements of Operations (unaudited)
- --------------------------------------------------------------------------------



                                                                                                                May 31, 2006
                                           Nine Months      Nine Months      Three Months      Three Months     (inception)
                                             Ended            Ended             Ended             Ended           through
                                            March 31,        March 31,         March 31,         March 31,        March 31,
                                              2009             2008              2009              2008             2009
                                           -----------      -----------       -----------       -----------      -----------
                                                                                                  
REVENUES
  Revenues                                 $        --      $        --       $        --       $        --      $        --
                                           -----------      -----------       -----------       -----------      -----------

TOTAL REVENUES                                      --               --                --                --               --

PROFESSIONAL FEES                                8,000            6,500             2,000             2,000           24,700
GENERAL & ADMINISTRATIVE EXPENSES                2,152            5,217               761               693           14,384
                                           -----------      -----------       -----------       -----------      -----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES         10,152           11,717             2,761             2,693           39,084
                                           -----------      -----------       -----------       -----------      -----------

NET INCOME (LOSS)                          $   (10,152)     $   (11,717)      $    (2,761)      $    (2,693)     $   (39,084)
                                           ===========      ===========       ===========       ===========      ===========

BASIC EARNING (LOSS) PER SHARE             $     (0.00)     $     (0.00)      $     (0.00)      $     (0.00)
                                           ===========      ===========       ===========       ===========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                  60,000,000       60,000,000        60,000,000        60,000,000
                                           ===========      ===========       ===========       ===========



                                       4

                               VERIFY SMART CORP.
                      (FORMERLY TREASURE EXPLORATIONS INC.)
                          (A Development Stage Company)
                      Statements of Cash Flows (unaudited)
- --------------------------------------------------------------------------------



                                                                                                       May 31, 2006
                                                                  Nine Months        Nine Months       (inception)
                                                                    Ended              Ended             through
                                                                   March 31,          March 31,          March 31,
                                                                     2008               2007               2008
                                                                   --------           --------           --------
                                                                                                
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                $(10,152)          $(11,717)          $(39,084)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:

  Changes in operating assets and liabilities:
    Deposits                                                          2,000              3,000                 --
    Accounts Payable                                                   (163)               163                 --
                                                                   --------           --------           --------

          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES        (8,315)            (8,554)           (39,084)

CASH FLOWS FROM INVESTING ACTIVITIES

          NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES            --                 --                 --

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock                                               --                 --             50,000
                                                                   --------           --------           --------

          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES            --                 --             50,000
                                                                   --------           --------           --------

NET INCREASE (DECREASE) IN CASH                                      (8,315)            (8,554)            10,916

CASH AT BEGINNING OF PERIOD                                          19,231             32,570                 --
                                                                   --------           --------           --------

CASH AT END OF PERIOD                                              $ 10,916           $ 24,016           $ 10,916
                                                                   ========           ========           ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during the period for:
  Interest                                                         $     --           $     --           $     --
                                                                   ========           ========           ========

  Income Taxes                                                     $     --           $     --           $     --
                                                                   ========           ========           ========



                                       5

                               VERIFY SMART CORP.
                      (FORMERLY TREASURE EXPLORATIONS INC.)
                          (A Development Stage Company)
                    Notes to Financial Statements (Unaudited)
                                 March 31, 2009


NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Verify Smart Corp.  (formerly  Treasure  Explorations  Inc.  (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,  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.

Effective   March  19,  2009,  the  Company   changed  the  name  from  Treasure
Explorations Inc. to Verify Smart Corp.

The  Company  is in the  exploration  stage.  Its  activities  to date have been
limited to capital formation, organization and development of its business plan.
The Company has commenced limited exploration activities.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. The Company has elected a June 30, year-end.

BASIC EARNINGS (LOSS) PER SHARE

In February  1997,  the FASB issued SFAS No. 128,  "Earnings  Per Share",  which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities  with  publicly  held common  stock.  SFAS No. 128
supersedes the provisions of APB No. 15, and requires the  presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted  the  provisions  of SFAS  No.  128  effective  May 31,  2006  (date  of
inception).

Basic net  earnings  (loss) per share  amounts is computed  by dividing  the net
earnings  (loss) by the weighted  average  number of common shares  outstanding.
Diluted  earnings  (loss)  per share are the same as basic  earnings  (loss) per
share due to the lack of dilutive items in the Company.

CASH EQUIVALENTS

The Company considers all highly liquid  investments  purchased with an original
maturity of three months or less to be cash equivalents.

                                       6

                               VERIFY SMART CORP.
                      (FORMERLY TREASURE EXPLORATIONS INC.)
                          (A Development Stage Company)
                    Notes to Financial Statements (Unaudited)
                                 March 31, 2009


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.

INCOME TAXES

Income taxes are provided in accordance  with Statement of Financial  Accounting
Standards  No. 109 (SFAS 109),  "Accounting  for Income  Taxes".  A deferred tax
asset or liability is recorded for all temporary  differences  between financial
and tax  reporting and net operating  loss  carryforwards.  Deferred tax expense
(benefit) results from the net change during the year of deferred tax assets and
liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion or all of the deferred
tax  assets  will not be  realized.  Deferred  tax assets  and  liabilities  are
adjusted  for the  effects  of  changes  in tax  laws  and  rates on the date of
enactment.

RECENT ACCOUNTING PRONOUNCEMENTS

In May 2008, the Financial  Accounting  Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and  interpretation
of FASB  Statement  No. 60".  SFAS No. 163 clarifies how Statement 60 applies to
financial   guarantee  insurance   contracts,   including  the  recognition  and
measurement  of premium  revenue and claims  liabilities.  This  statement  also
requires expanded  disclosures about financial  guarantee  insurance  contracts.
SFAS No. 163 is effective  for fiscal years  beginning on or after  December 15,
2008, and interim periods within those years.  SFAS No. 163 has no effect on the
Company's  financial position,  statements of operations,  or cash flows at this
time.

In May 2008, the Financial  Accounting  Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting  Principles".  SFAS No. 162
sets  forth  the  level of  authority  to a given  accounting  pronouncement  or
document by  category.  Where there might be  conflicting  guidance  between two
categories,  the more  authoritative  category will  prevail.  SFAS No. 162 will
become  effective 60 days after the SEC approves  the PCAOB's  amendments  to AU
Section 411 of the AICPA Professional  Standards.  SFAS No. 162 has no effect on
the Company's  financial  position,  statements of operations,  or cash flows at
this time.

                                       7

                               VERIFY SMART CORP.
                      (FORMERLY TREASURE EXPLORATIONS INC.)
                          (A Development Stage Company)
                    Notes to Financial Statements (Unaudited)
                                 March 31, 2009


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In March 2008, the Financial  Accounting  Standards Board, or FASB,  issued SFAS
No. 161,  Disclosures  about Derivative  Instruments and Hedging  Activities--an
amendment of FASB Statement No. 133. This standard requires companies to provide
enhanced   disclosures   about  (a)  how  and  why  an  entity  uses  derivative
instruments,  (b) how  derivative  instruments  and  related  hedged  items  are
accounted for under Statement 133 and its related  interpretations,  and (c) how
derivative  instruments  and related  hedged items affect an entity's  financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early  application  encouraged.  The Company has not yet
adopted  the  provisions  of SFAS No.  161,  but does  not  expect  it to have a
material impact on its financial position, results of operations or cash flows.

In  December  2007,  the SEC  issued  Staff  Accounting  Bulletin  (SAB) No. 110
regarding  the use of a  "simplified"  method,  as discussed in SAB No. 107 (SAB
107),  in  developing  an  estimate of expected  term of "plain  vanilla"  share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff  indicated in SAB 107 that it will accept a company's  election to use
the  simplified  method,  regardless  of  whether  the  company  has  sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued,  the staff believed that more detailed  external  information  about
employee exercise behavior (e.g.,  employee exercise patterns by industry and/or
other categories of companies)  would,  over time,  become readily  available to
companies.  Therefore,  the staff  stated in SAB 107 that it would not  expect a
company to use the simplified  method for share option grants after December 31,
2007.  The staff  understands  that such  detailed  information  about  employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain  circumstances,  the use of the
simplified  method  beyond  December 31, 2007.  The Company  currently  uses the
simplified  method for "plain  vanilla"  share  options and  warrants,  and will
assess the impact of SAB 110 for fiscal year 2009.  It is not believed that this
will have an impact on the Company's financial  position,  results of operations
or cash flows.

In December  2007,  the FASB issued SFAS No. 160,  Noncontrolling  Interests  in
Consolidated  Financial  Statements--an  amendment of ARB No. 51. This statement
amends  ARB  51  to  establish   accounting  and  reporting  standards  for  the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  It clarifies that a  noncontrolling  interest in a subsidiary is an
ownership interest in the consolidated  entity that should be reported as equity
in the  consolidated  financial  statements.  Before this  statement was issued,
limited guidance existed for reporting  noncontrolling  interests.  As a result,
considerable  diversity in practice existed.  So-called  minority interests were
reported in the consolidated  statement of financial  position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability  by eliminating  that  diversity.  This statement is effective for
fiscal years,  and interim  periods  within those fiscal years,  beginning on or
after  December 15, 2008 (that is,  January 1, 2009,  for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related  Statement  141  (revised  2007)..  It is not
believed  that this will have an  impact on the  Company's  financial  position,
results of operations or cash flows.

                                       8

                               VERIFY SMART CORP.
                      (FORMERLY TREASURE EXPLORATIONS INC.)
                          (A Development Stage Company)
                    Notes to Financial Statements (Unaudited)
                                 March 31, 2009


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In  December  2007,  the FASB,  issued  FAS No.  141  (revised  2007),  Business
Combinations.'This   Statement   replaces  FASB  Statement  No.  141,   Business
Combinations,  but retains the  fundamental  requirements in Statement 141. This
Statement  establishes  principles and  requirements  for how the acquirer:  (a)
recognizes  and measures in its financial  statements  the  identifiable  assets
acquired,  the  liabilities  assumed,  and any  noncontrolling  interest  in the
acquiree;  (b)  recognizes  and measures  the goodwill  acquired in the business
combination  or a  gain  from  a  bargain  purchase;  and  (c)  determines  what
information to disclose to enable users of the financial  statements to evaluate
the nature and financial  effects of the business  combination.  This  statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual  reporting  period beginning on or
after  December  15,  2008.  An entity may not apply it before  that  date.  The
effective  date of this  statement  is the  same  as  that of the  related  FASB
Statement  No.  160,   Noncontrolling   Interests  in   Consolidated   Financial
Statements.  It is not believed  that this will have an impact on the  Company's
financial position, results of operations or cash flows.

In February  2007,  the FASB,  issued SFAS No.  159,  The Fair Value  Option for
Financial Assets and  Liabilities--Including  an Amendment of FASB Statement No.
115.  This  standard  permits  an entity to choose  to  measure  many  financial
instruments  and certain other items at fair value.  This option is available to
all  entities.  Most of the  provisions  in FAS 159 are  elective;  however,  an
amendment  to FAS 115  Accounting  for  Certain  Investments  in Debt and Equity
Securities   applies  to  all  entities  with  available  for  sale  or  trading
securities.  Some requirements  apply differently to entities that do not report
net income.  SFAS No. 159 is effective as of the beginning of an entities  first
fiscal year that begins after November 15, 2007.  Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that  fiscal  year and also  elects to apply the
provisions of SFAS No. 157 Fair Value Measurements.  The Company will adopt SFAS
No. 159 beginning March 1, 2008 and is currently evaluating the potential impact
the adoption of this pronouncement will have on its financial statements.

In September  2006, the FASB issued SFAS No. 157, Fair Value  Measurements  This
statement  defines fair value,  establishes a framework for measuring fair value
in generally accepted  accounting  principles  (GAAP),  and expands  disclosures
about fair value  measurements.  This statement  applies under other  accounting
pronouncements that require or permit fair value measurements,  the Board having
previously  concluded in those accounting  pronouncements that fair value is the
relevant measurement attribute. Accordingly, this statement does not require any
new fair value measurements. However, for some entities, the application of this
statement  will  change  current  practice.  This  statement  is  effective  for
financial  statements issued for fiscal years beginning after November 15, 2007,
and  interim  periods  within  those  fiscal  years.   Earlier   application  is
encouraged,  provided  that the  reporting  entity has not yet issued  financial
statements for that fiscal year,  including financial  statements for an interim
period within that fiscal year. The Company will adopt this  statement  March 1,
2008,  and it is not  believed  that this  will have an impact on the  Company's
financial position, results of operations or cash flows.

NOTE 3. GOING CONCERN

The  accompanying  financial  statements are presented on a going concern basis.
The Company had limited  operations during the period from May 31, 2006 (date of
inception) to March 31, 2009 and generated a net loss of $39,084. This condition
raises  substantial  doubt  about the  Company's  ability to continue as a going
concern.  Because  the Company is  currently  in the  development  stage and has
minimal expenses,  management  believes that the company's current cash and cash
equivalents  of  $10,916 is  sufficient  to cover the  expenses  they will incur
during the next  twelve  months in a limited  operations  scenario or until they
raise additional funding.

                                       9

                               VERIFY SMART CORP.
                      (FORMERLY TREASURE EXPLORATIONS INC.)
                          (A Development Stage Company)
                    Notes to Financial Statements (Unaudited)
                                 March 31, 2009


NOTE 4. WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common.

NOTE 5. RELATED PARTY TRANSACTIONS

The officers and directors of the Company may, in the future, become involved in
other business opportunities as they become available,  they may face a conflict
in selecting  between the Company and their other  business  opportunities.  The
Company has not formulated a policy for the resolution of such conflicts.

NOTE 6. INCOME TAXES

                                                            As of March 31, 2009
                                                            --------------------
     Deferred tax assets:
       Net operating tax carryforwards                           $ 39,084
       Tax rate                                                        34%
                                                                 --------
     Gross deferred tax assets                                     13,289
     Valuation allowance                                          (13,289)
                                                                 --------

     Net deferred tax assets                                     $      0
                                                                 ========

Realization of deferred tax assets is dependent upon  sufficient  future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce  taxable  income.  As the  achievement of
required  future taxable income is uncertain,  the Company  recorded a valuation
allowance.

NOTE 7. NET OPERATING LOSSES

As of March 31, 2009,  the Company has a net  operating  loss  carryforwards  of
approximately  $39,084.  Net operating loss  carryforwards  expires twenty years
from the date the loss was incurred.

NOTE 8. STOCK TRANSACTIONS

Transactions,  other than  employees'  stock  issuance,  are in accordance  with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs  (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration  received or the fair
value  of  the  equity   instruments   issued,  or  whichever  is  more  readily
determinable.

On May 31, 2006, the Company issued a total of 30,000,000 shares of common stock
to one  director  for cash in the  amount of  $0.00033  per share for a total of
$10,000.

On October 13, 2006, the Company  issued a total of 30,000,000  shares of common
stock to twenty seven unrelated  investors for cash in the amount of $0.0013 per
share for a total of $40,000.

On March 19,  2009 the Company  effected a 15 for 1 forward  split of its issued
and  outstanding  share capital such that every one share of common stock issued
and outstanding  prior to the split was exchanged for fifteen  post-split shares
of common stock. The number of shares referred to in the previous  paragraphs is
post-split number of shares.

                                       10

                               VERIFY SMART CORP.
                      (FORMERLY TREASURE EXPLORATIONS INC.)
                          (A Development Stage Company)
                    Notes to Financial Statements (Unaudited)
                                 March 31, 2009


The Company's  post-split  authorized capital increased to 250,000,000 shares of
common stock with a par value of $0.001 per share.  All share  amounts have been
retroactively adjusted for all periods presented.

As of March 31, 2009 the Company had  60,000,000  shares of common  stock issued
and outstanding.

NOTE 9. STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of March 31, 2009:

Common  stock,  $ 0.001 par value:  250,000,000  shares  authorized;  60,000,000
shares issued and outstanding.

NOTE 10. JOINT VENTURE 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,  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 as follows:

"We confirm that it is our mutual  understanding  and  agreement  that the Joint
Venture has been  satisfactorily  performed  by us,  VerifySmart  Corp.  ("VSC")
(Nevada)  and that we have  performed  the  required  financial  obligations  of
Section  5.01  through  both fund  raising and joint  venture  cost  sharing and
accordingly,  VSC's  obligations of Section 5.01 are fully satisfied,  the Joint
Venture agreement is in full force and effect in good standing and VSC's revenue
sharing right to 70% of the Joint Venture's revenue commences this date."

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 joint venture  corporation  upon
the transfer of certain assets.

Upon the  closing  of the  joint  venture  agreement,  the  Company  will be the
operator  of the joint  venture  corporation  and will  contract  with  Verified
Capital Corp. to be the sub-operator.

                                       11

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

                           FORWARD-LOOKING STATEMENTS

This quarterly  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,  that 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 unaudited  financial  statements are stated in United States dollars and are
prepared  in  accordance  with  United  States  Generally  Accepted   Accounting
Principles.  The following  discussion  should be read in  conjunction  with our
financial  statements  and the  related  notes  that  appear  elsewhere  in this
quarterly 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 quarterly report.

In this quarterly  report,  unless otherwise  specified,  all dollar amounts are
expressed in United States  dollars.  All  references to "common stock" refer to
the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our", "our company" and
"Verify" mean Verify Smart Corp., unless otherwise stated.

CORPORATE OVERVIEW

The address of our principal executive office is Fort Legend Towers,  Suite 2002
- - 3rd Avenue corner 31st Street  E-Square,  Fort Bonifacio  Global City,  Taguig
Metro Manila, Philippines. Our telephone number is 011-632-755-8870.

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  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".

GENERAL OVERVIEW

We were  incorporated  in the  state  of  Nevada  on May  31,  2006.  Since  our
incorporation, 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.

                                       12

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 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.

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.

On April 14, 2009, Adi Muljo was appointed as a director of our company.

Our board of directors now consists of Manly Shore, Ralph Santos and Adi Muljo.

On 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 earned a 70% interest in the joint venture  corporation.
We are required to contribute  $2,000,000 by May 1, 2009, of which $250,000 will
be paid to Verified  Transactions  Corp. as a license fee. Until such time as we
have raised the $2,000,000,  we will not be entitled to receive any revenue from
the joint venture corporation.  We are further required to contribute $3,000,000
to the joint venture corporation by July 1, 2009, of which $500,000 will be paid
to  Verified  Transactions  Corp.  as a  license  fee.  As of the  date  of this
quarterly  report,  we have not yet contributed the $2,000,000 owed to the joint
venture corporation.  However, the joint venture corporation has been formed and
as per the joint  venture  agreement  we are the  operator of the joint  venture
corporation. We have contracted the operator rights to Verified Capital Corp. as
the sub-operator.

By amendment of May 19, 2009, the Companies have agreed as follows:

"We confirm that it is our mutual  understanding  and  agreement  that the Joint
Venture has been  satisfactorily  performed  by us,  VerifySmart  Corp.  ("VSC")
(Nevada)  and that we have  performed  the  required  financial  obligations  of
Section  5.01  through  both fund  raising and joint  venture  cost  sharing and
accordingly,  VSC's  obligations of Section 5.01 are fully satisfied,  the Joint
Venture agreement is in full force and effect in good standing and VSC's revenue
sharing right to 70% of the Joint Venture's revenue commences this date."

Pursuant  to the  joint  venture  agreement,  Verified  Transactions  Corp.  has
provided to the joint venture  corporation  an exclusive  world-wide  license to
use, sell and sub-license its internet  security software and all other internet
business of such nature and including all future  development  of such business.
The term of the  license is for a period of 25 years with an option to renew for
an additional 25 years for a payment of  $5,000,000.  In  consideration  for the
granting of the license,  Verified  Transactions  Corp. will receive the license
fees disclosed above,  10% of the revenue of the joint venture  corporation to a
maximum of $1,250,000 and a 3% royalty on the gross revenue of the joint venture
corporation.

We have the right to acquire all of  Verified  Capital  Corp.'s  interest in the
joint venture corporation and all of Verified  Transactions  Corp.'s interest in
the joint  venture  corporation,  excluding  the royalty as set out in the joint
venture  agreement,  at  market  value  at  the  earlier  of the  joint  venture
corporation generating $100 million in aggregate revenue per year with a minimum
net margin of 25% or 5 years.  Market  value  shall be  determined  by an agreed
valuator or, failing  agreement,  we may hire a top-five  chartered  accountancy
firm to prepare a market value  report and,  absent  material  error of standard
calculation, such report shall be final.

Pursuant to the terms of the joint venture  agreement,  we have agreed to permit
and have the  right to  tender  to all  shareholders  and  creditors  of each of
Verified  Capital Corp. and Verified  Transactions  Corp. to convert their debts

                                       13

and shares  into  shares of our  company  on a one for one basis  subject to our
company  raising  the  $2,000,000  (as set out  above)  and  the  joint  venture
corporation earning gross cash flow of not less than $100,000 per week.

Under the  license,  Ralph  Santos,  our  president,  will receive a 10% carried
equity  interest  in  the  Gateway  internet   business  of  the  joint  venture
corporation.  Mr.  Santos  is  also  a  significant  equity  owner  in  Verified
Transactions Corp. and Verified Capital Corp.

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.

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.

On April 3, 2009,  the joint venture  corporation  into an agreement  with China
Trust to launch our first credit card "VeriSmart(TM) Platinum Visa".

Under the terms of the agreement,  China Trust will distribute, for pilot, 2,500
co-branded  VeriSmart(TM)  Platinum  Visa  Cards  linked  to our  patent-pending
Authentication system, VerifyNGo(TM), to serve as enterprise payroll, payout and
remittance  solutions  affording  centralized  control  and  management  of fund
disbursement globally, anytime, anywhere.

On April 6, 2009, we entered into a services agreement with European hosting and
infrastructure  provider Prime  Interactive  S.R.O. The services  agreement with
Prime  Interactive  accelerates  the  European  leg of our  expansion  plan  and
compliments our company's existing capabilities.

Under  the  terms of the  agreement  Prime  Interactive  will be  providing  the
following services to our company:

     *    Web and Mobile Application Development

     *    Data Centre infrastructure servicing Europe and located in Slovakia

     *    Marketing access to a legacy worldwide customer base of 130,000

     *    Marketing access to established European Financial Industry vertical

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008

The following summary of our results of operations should be read in conjunction
with our  financial  statements  for the three month period ended March 31, 2009
and 2008.

We have not  generated  any  revenue  since  inception  and are  dependent  upon
obtaining financing to pursue our business  activities.  For these reasons,  our
auditors  believe  that  there  is  substantial  doubt  that  we will be able to
continue as a going concern.

                                       14

Our  operating  results for the three month period ended March 31, 2009 and 2008
and the changes between those periods for the respective items are summarized as
follows:



                                                                                  Change Between
                                         Three Month        Three Month      Three Month Period Ended
                                         Period Ended       Period Ended         March 31, 2009 and
                                        March 31, 2009     March 31, 2008          March 31, 2008
                                        --------------     --------------          --------------
                                                                             
Revenue                                    $   Nil           $   Nil                  $    Nil
Professional Fees                          $ 2,000           $ 2,000                  $    Nil
General and Administrative Expenses        $   761           $   693                  $     68
Net loss                                   $ 2,761           $ 2,693                  $     68


RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH 31, 2009 AND 2008

The following summary of our results of operations should be read in conjunction
with our financial statements for the nine month period ended March 31, 2009 and
2008.

We have not  generated  any  revenue  since  inception  and are  dependent  upon
obtaining financing to pursue our business  activities.  For these reasons,  our
auditors  believe  that  there  is  substantial  doubt  that  we will be able to
continue as a going concern.

Our  operating  results for the nine month  period ended March 31, 2009 and 2008
and the changes between those periods for the respective items are summarized as
follows:



                                                                                 Change Between
                                          Nine Month         Nine Month      Nine Month Period Ended
                                         Period Ended       Period Ended        March 31, 2009 and
                                        March 31, 2009     March 31, 2008         March 31, 2008
                                        --------------     --------------         --------------
                                                                            
Revenue                                    $    Nil          $    Nil               $     Nil
Professional Fees                          $  8,000          $  6,500               $   1,500
General and Administrative Expenses        $  2,152          $  5,217               $  (3,065)
Net loss                                   $ 10,152          $ 11,717               $  (1,565)


LIQUIDITY AND FINANCIAL CONDITION

WORKING CAPITAL



                                      Nine month                               Change between
                                     Period Ended         Year Ended         March 31, 2009 and
                                    March 31, 2009       June 30, 2008         June 30, 2008
                                    --------------       -------------         -------------
                                         ($)                  ($)                   ($)
                                                                     
Current Assets                         10,916                21,231               (10,315)
Current Liabilities                       Nil                   163                  (163)
Working Capital/(Deficit)              10,916                21,068               (10,152)


                                       15

CASH FLOWS



                                                                                          Change Between
                                                  Nine Month         Nine Month       Nine Month Period Ended
                                                 Period Ended       Period Ended         March 31, 2009 and
                                                March 31, 2009     March 31, 2008          March 31, 2008
                                                --------------     --------------          --------------
                                                     ($)                ($)                      ($)
                                                                                        
Net Cash (used in) Operating Activities             (8,315)            (8,554)                   239
Net Cash provided by Financing Activities              Nil                Nil                    Nil
Net cash used for Investing Activities                 Nil                Nil                    Nil
                                                   -------            -------                -------
Net Increase (Decrease) in Cash During Period       (8,315)            (8,554)                   239
                                                   =======            =======                =======


As of March 31, 2009,  our total  assets were $10,916 and our total  liabilities
were  $Nil and we had a  working  capital  surplus  of  $10,916.  Our  financial
statements  report a net loss of $10,152  for the nine  months  ended  March 31,
2009, and a net loss of $39,084 for the period from May 31, 2006  (inception) to
March 31, 2009.

GOING CONCERN

Due to the uncertainty of our ability to meet our current  operating and capital
expenses,  in their report on the annual financial statements for the year ended
June 30,  2008,  our  independent  auditors  included an  explanatory  paragraph
regarding concerns about our ability to continue as a 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 debt or equity financing.

CONTRACTUAL OBLIGATIONS

As a  "smaller  reporting  company",  we are not  required  to  provide  tabular
disclosure obligations.

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 debt or equity financing.

OFF-BALANCE SHEET ARRANGEMENTS

We have no 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 stockholders.

CRITICAL ACCOUNTING POLICIES

BASIS OF ACCOUNTING

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. The Company has elected a June 30, year-end.

                                       16

BASIC EARNINGS (LOSS) PER SHARE

In February  1997,  the FASB issued SFAS No. 128,  "Earnings  Per Share",  which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities  with  publicly  held common  stock.  SFAS No. 128
supersedes the provisions of APB No. 15, and requires the  presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted  the  provisions  of SFAS  No.  128  effective  May 31,  2006  (date  of
inception).

Basic net  earnings  (loss) per share  amounts is computed  by dividing  the net
earnings  (loss) by the weighted  average  number of common shares  outstanding.
Diluted  earnings  (loss)  per share are the same as basic  earnings  (loss) per
share due to the lack of dilutive items in the Company.

CASH EQUIVALENTS

The Company considers all highly liquid  investments  purchased with an original
maturity of three months or less to be cash equivalents.

USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.

INCOME TAXES

Income taxes are provided in accordance  with Statement of Financial  Accounting
Standards  No. 109 (SFAS 109),  "Accounting  for Income  Taxes".  A deferred tax
asset or liability is recorded for all temporary  differences  between financial
and tax  reporting and net operating  loss  carryforwards.  Deferred tax expense
(benefit) results from the net change during the year of deferred tax assets and
liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion or all of the deferred
tax  assets  will not be  realized.  Deferred  tax assets  and  liabilities  are
adjusted  for the  effects  of  changes  in tax  laws  and  rates on the date of
enactment.

RECENT ACCOUNTING PRONOUNCEMENTS

In May 2008, the Financial  Accounting  Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and  interpretation
of FASB  Statement  No. 60".  SFAS No. 163 clarifies how Statement 60 applies to
financial   guarantee  insurance   contracts,   including  the  recognition  and
measurement  of premium  revenue and claims  liabilities.  This  statement  also
requires expanded  disclosures about financial  guarantee  insurance  contracts.
SFAS No. 163 is effective  for fiscal years  beginning on or after  December 15,
2008, and interim periods within those years.  SFAS No. 163 has no effect on the
Company's  financial position,  statements of operations,  or cash flows at this
time.

In May 2008, the Financial  Accounting  Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting  Principles".  SFAS No. 162
sets  forth  the  level of  authority  to a given  accounting  pronouncement  or
document by  category.  Where there might be  conflicting  guidance  between two
categories,  the more  authoritative  category will  prevail.  SFAS No. 162 will
become  effective 60 days after the SEC approves  the PCAOB's  amendments  to AU
Section 411 of the AICPA Professional  Standards.  SFAS No. 162 has no effect on
the Company's  financial  position,  statements of operations,  or cash flows at
this time.

                                       17

In March 2008, the Financial  Accounting  Standards Board, or FASB,  issued SFAS
No. 161,  Disclosures  about Derivative  Instruments and Hedging  Activities--an
amendment of FASB Statement No. 133. This standard requires companies to provide
enhanced   disclosures   about  (a)  how  and  why  an  entity  uses  derivative
instruments,  (b) how  derivative  instruments  and  related  hedged  items  are
accounted for under Statement 133 and its related  interpretations,  and (c) how
derivative  instruments  and related  hedged items affect an entity's  financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early  application  encouraged.  The Company has not yet
adopted  the  provisions  of SFAS No.  161,  but does  not  expect  it to have a
material impact on its financial position, results of operations or cash flows.

In  December  2007,  the SEC  issued  Staff  Accounting  Bulletin  (SAB) No. 110
regarding  the use of a  "simplified"  method,  as discussed in SAB No. 107 (SAB
107),  in  developing  an  estimate of expected  term of "plain  vanilla"  share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff  indicated in SAB 107 that it will accept a company's  election to use
the  simplified  method,  regardless  of  whether  the  company  has  sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued,  the staff believed that more detailed  external  information  about
employee exercise behavior (e.g.,  employee exercise patterns by industry and/or
other categories of companies)  would,  over time,  become readily  available to
companies.  Therefore,  the staff  stated in SAB 107 that it would not  expect a
company to use the simplified  method for share option grants after December 31,
2007.  The staff  understands  that such  detailed  information  about  employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain  circumstances,  the use of the
simplified  method  beyond  December 31, 2007.  The Company  currently  uses the
simplified  method for "plain  vanilla"  share  options and  warrants,  and will
assess the impact of SAB 110 for fiscal year 2009.  It is not believed that this
will have an impact on the Company's financial  position,  results of operations
or cash flows.

In December  2007,  the FASB issued SFAS No. 160,  Noncontrolling  Interests  in
Consolidated  Financial  Statements--an  amendment of ARB No. 51. This statement
amends  ARB  51  to  establish   accounting  and  reporting  standards  for  the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  It clarifies that a  noncontrolling  interest in a subsidiary is an
ownership interest in the consolidated  entity that should be reported as equity
in the  consolidated  financial  statements.  Before this  statement was issued,
limited guidance existed for reporting  noncontrolling  interests.  As a result,
considerable  diversity in practice existed.  So-called  minority interests were
reported in the consolidated  statement of financial  position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability  by eliminating  that  diversity.  This statement is effective for
fiscal years,  and interim  periods  within those fiscal years,  beginning on or
after  December 15, 2008 (that is,  January 1, 2009,  for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related  Statement  141  (revised  2007)..  It is not
believed  that this will have an  impact on the  Company's  financial  position,
results of operations or cash flows.

In  December  2007,  the FASB,  issued  FAS No.  141  (revised  2007),  Business
Combinations.'This   Statement   replaces  FASB  Statement  No.  141,   Business
Combinations,  but retains the  fundamental  requirements in Statement 141. This
Statement  establishes  principles and  requirements  for how the acquirer:  (a)
recognizes  and measures in its financial  statements  the  identifiable  assets
acquired,  the  liabilities  assumed,  and any  noncontrolling  interest  in the
acquiree;  (b)  recognizes  and measures  the goodwill  acquired in the business
combination  or a  gain  from  a  bargain  purchase;  and  (c)  determines  what
information to disclose to enable users of the financial  statements to evaluate
the nature and financial  effects of the business  combination.  This  statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual  reporting  period beginning on or
after  December  15,  2008.  An entity may not apply it before  that  date.  The
effective  date of this  statement  is the  same  as  that of the  related  FASB
Statement  No.  160,   Noncontrolling   Interests  in   Consolidated   Financial
Statements.  It is not believed  that this will have an impact on the  Company's
financial position, results of operations or cash flows.

In February  2007,  the FASB,  issued SFAS No.  159,  The Fair Value  Option for
Financial Assets and  Liabilities--Including  an Amendment of FASB Statement No.
115.  This  standard  permits  an entity to choose  to  measure  many  financial
instruments  and certain other items at fair value.  This option is available to
all  entities.  Most of the  provisions  in FAS 159 are  elective;  however,  an
amendment  to FAS 115  Accounting  for  Certain  Investments  in Debt and Equity
Securities   applies  to  all  entities  with  available  for  sale  or  trading
securities.  Some requirements  apply differently to entities that do not report

                                       18

net income.  SFAS No. 159 is effective as of the beginning of an entities  first
fiscal year that begins after November 15, 2007.  Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that  fiscal  year and also  elects to apply the
provisions of SFAS No. 157 Fair Value Measurements.  The Company will adopt SFAS
No. 159 beginning March 1, 2008 and is currently evaluating the potential impact
the adoption of this pronouncement will have on its financial statements.

In September  2006, the FASB issued SFAS No. 157, Fair Value  Measurements  This
statement  defines fair value,  establishes a framework for measuring fair value
in generally accepted  accounting  principles  (GAAP),  and expands  disclosures
about fair value  measurements.  This statement  applies under other  accounting
pronouncements that require or permit fair value measurements,  the Board having
previously  concluded in those accounting  pronouncements that fair value is the
relevant measurement attribute. Accordingly, this statement does not require any
new fair value measurements. However, for some entities, the application of this
statement  will  change  current  practice.  This  statement  is  effective  for
financial  statements issued for fiscal years beginning after November 15, 2007,
and  interim  periods  within  those  fiscal  years.   Earlier   application  is
encouraged,  provided  that the  reporting  entity has not yet issued  financial
statements for that fiscal year,  including financial  statements for an interim
period within that fiscal year. The Company will adopt this  statement  March 1,
2008,  and it is not  believed  that this  will have an impact on the  Company's
financial position, results of operations or cash flows.

ITEM 3. QUANTITATIVE DISCLOSURES ABOUT MARKET RISKS

As a "smaller reporting company", we are not required to provide the information
required by this Item.

ITEM 4(T). CONTROLS AND PROCEDURES

MANAGEMENT'S REPORT ON DISCLOSURE CONTROLS AND PROCEDURES

We maintain  disclosure controls and procedures that are designed to ensure that
information  required to be disclosed in our reports filed under the  SECURITIES
EXCHANGE  ACT OF 1934,  as  amended,  is  recorded,  processed,  summarized  and
reported  within the time  periods  specified  in the  Securities  and  Exchange
Commission's  rules and forms,  and that such  information  is  accumulated  and
communicated to our management, including our president, chief executive officer
and chief financial officer (who is acting as our principal  executive  officer,
principal  financial  officer  and  principle  accounting  officer) to allow for
timely decisions regarding required disclosure.

As of March 31, 2009, the end of our quarter covered by this report,  we carried
out an  evaluation,  under the  supervision  and with the  participation  of our
president, chief executive officer and chief financial officer (who is acting as
our  principal  executive  officer,  principal  financial  officer and principle
accounting  officer),  of the  effectiveness  of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our president, chief
executive  officer and chief  financial  officer (who is acting as our principal
executive officer, principal financial officer and principle accounting officer)
concluded that our disclosure  controls and procedures  were not effective as of
the end of the period covered by this quarterly report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal  controls  over  financial  reporting
that occurred  during our quarter  ended March 31, 2009 that have  materially or
are reasonably likely to materially affect, our internal controls over financial
reporting.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no  material,  existing  or pending  legal  proceedings  against  our
company,  nor are we involved  as a  plaintiff  in any  material  proceeding  or
pending  litigation.  There are no  proceedings  in which any of our  directors,

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officers or  affiliates,  or any  registered  or beneficial  shareholder,  is an
adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

Our  business  operations  are  subject to a number of risks and  uncertainties,
including, but not limited to those set forth below:

WE HAVE A  LIMITED  OPERATING  HISTORY,  AND IT IS  DIFFICULT  TO  EVALUATE  OUR
FINANCIAL PERFORMANCE AND PROSPECTS.  THERE IS NO ASSURANCE THAT WE WILL ACHIEVE
PROFITABILITY OR THAT WE WILL NOT DISCOVER PROBLEMS WITH OUR BUSINESS MODEL.

We have a limited  operating  history.  As such, it is difficult to evaluate our
future  prospects and  performance,  and therefore we cannot ensure that we will
operate profitably in the future.

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 March 31, 2009, our cash
available was  approximately  $10,916.  In the foreseeable  future, we expect to
incur significant expenses if we acquire and develop our new business. We may be
unable to locate 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  intend to  become a  provider  of  identity  protection/secured  transaction
services.  Our revenues and future  growth will depend on our ability to attract
and retain  qualified  employees.  This is  especially  crucial to our  proposed
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.

U.S.  INVESTORS MAY EXPERIENCE  DIFFICULTIES IN ATTEMPTING TO ENFORCE  JUDGMENTS
BASED UPON U.S.  FEDERAL  SECURITIES  LAWS AGAINST US AND OUR NON-U.S.  RESIDENT
DIRECTORS.

All of our operations  and our assets are located  outside the United States and
some of our directors and officer are foreign  citizens.  As a result, it may be
difficult or impossible for U.S.  investors to enforce  judgments of U.S. courts
for civil liabilities against any of our individual directors or officers.

RISKS RELATING TO OUR COMMON SHARES

TRADING ON THE OTC  BULLETIN  BOARD 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  Bulletin  Board  service.  Trading in
shares quoted on the OTC Bulletin Board 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  Bulletin  Board is not a stock  exchange,  and
trading of securities on the OTC Bulletin  Board 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.

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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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

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ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits required by Item 601 of Regulation S-K.

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 from our Current Report on Form 8-K filed
            on March 26, 2009)

(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.

- ----------
* Filed herewith

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                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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.
                               (Registrant)


Dated: May 20, 2009          /s/ Ralph Santos
                             ---------------------------------------------------
                             Ralph Santos
                             President, Chief Executive Officer,
                             Chief Financial Officer and Director
                             (Principal Executive Officer, Principal
                             Accounting Officer and Principal Financial Officer)


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