UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment no. 1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 2009
[ ] 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 of (I.R.S. Employer
incorporation or organization) Identification No.)
Fort Legends Tower, Suite 2002 - 3rd Avenue, Corner 31st Street E.
Square Form Bonifacio Global City, Taguig Metro Manila, Philippines n/a
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 011.632.755.8870
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange On Which Registered
- ------------------- -----------------------------------------
N/A N/A
Securities registered pursuant to Section 12(g) of the Act:
N/A
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.Yes [ ] No [X]
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 last 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Website, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-K (ss.229.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition 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]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
The aggregate market value of Common Stock held by non-affiliates of the
Registrant on October 9, 2009 was $20,994,750 based on a $0.93 closing price for
the Common Stock on October 9, 2009. For purposes of this computation, all
executive officers and directors have been deemed to be affiliates. Such
determination should not be deemed to be an admission that such executive
officers and directors are, in fact, affiliates of the Registrant.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date.
52,575,000 shares of common stock issued & outstanding as of October 28, 2009
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
Item 1. Business........................................................ 3
Item 1A. Risk Factors.................................................... 9
Item 1B. Unresolved Staff Comments....................................... 12
Item 2. Properties...................................................... 12
Item 3. Legal Proceedings............................................... 12
Item 4. Submissions of Matters to a Vote of Security Holders............ 12
Item 5. Market for Common Equity and Related Stockholder Matters........ 12
Item 6. Selected Financial Data......................................... 14
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations....................................... 14
Item 7A. Quantitative and Qualitative Disclosures About Market Risk...... 20
Item 8. Financial Statements and Supplementary Data..................... 20
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure........................................ 35
Item 9A (T). Controls and Procedures......................................... 35
Item 9B. Other Information............................................... 36
Item 10. Directors, Executive Officers and Corporate Governance.......... 36
Item 11. Executive Compensation.......................................... 39
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters...................... 40
Item 13. Certain Relationships and Related Transactions, and
Director Independence........................................... 42
Item 14. Principal Accountants Fees and Services......................... 42
Item 15. Exhibits, Financial Statement Schedules......................... 43
2
PART I
ITEM 1. BUSINESS
This annual report contains forward-looking statements. These statements relate
to future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may", "should",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential" or "continue" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled "Risk Factors", 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 financial statements are stated in United States Dollars (US$) and are
prepared in accordance with United States Generally Accepted Accounting
Principles.
In this annual report, unless otherwise specified, all dollar amounts are
expressed in United States Dollars and all references to "common shares" refer
to the common shares in our capital stock.
As used in this annual report, the terms "we", "us", "our company", mean Verify
Smart Corp., a Nevada corporation, unless otherwise indicated.
CORPORATE HISTORY
The address of our principal executive office is 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".
We have not been involved in any bankruptcy, receivership or similar proceeding.
OUR CURRENT BUSINESS
We were incorporated in the state of Nevada on May 31, 2006. 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.
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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 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 will earn a 70% interest in the joint venture.
We were 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 were further required to contribute $3,000,000
to the joint venture 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 report, we have not
yet contributed the $2,000,000 owed to the joint venture. A joint venture
corporation has not 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 agreement of May 19, 2009, the Companies have agreed to a mutual
understanding and agreement that the Joint Venture has been satisfactorily
performed by our company 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 the
date of the amendment agreement.
Pursuant to the joint venture agreement, Verified Transactions Corp. has
provided to the joint venture 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 to a maximum of
$1,250,000 and a 3% royalty on the gross revenue of the joint venture.
We have the right to acquire all of Verified Capital Corp.'s interest in the
joint venture and all of Verified Transactions Corp.'s interest in the joint
venture , excluding the royalty as set out in the joint venture agreement, at
market value at the earlier of the joint venture 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.
4
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
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 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.
On March 25, 2009, we entered into a consulting agreement with Duke Enterprises
LLC wherein Duke Enterprises has agreed to provide certain consulting services
to our company. As compensation under the agreement, we have agreed to issue
75,000 restricted common shares of our company. The 75,000 restricted shares
were issued on May 19, 2009. The agreement expired on September 25, 2009.
On March 30, 2009, we entered into a consulting agreement with New Vision
Consulting Corporation, wherein New Vision has agreed to provide certain
consulting services to our company. As compensation under the agreement, we have
agreed to issue 1,000,000 restricted common shares of our company. As further
compensation for services to be rendered, New Vision shall receive an additional
500,000 restricted common shares of our company. 1,000,000 shares of common
stock were issued on May 19, 2009. The New Vision consulting agreement expires
on September 30, 2009. On July 15, 2009, this consulting agreement was
terminated.
Effective June 5, 2009, we entered into an agreement with Ellick Corporation to
provide our VerifyGateway, VeriSmart Card and VerifyNgo suite of services. As
part of this agreement, Ellick Corp. will provide our company with Voice Over
Internet Protocol (VOIP) and Contact Centre capabilities in Manila.
Effective June 11, 2009, we entered into an agreement with Crown Mutual
Corporation to provide our VerifyGateway and VerifyNgo suite of services.
Effective June 19, 2009, we entered into an agreement with BetED Corporation to
provide our VerifyGateway and VerifyNgo suite of services.
On July 14, 2009, we entered into a consulting agreement with Wei (David) Cheng
wherein David Cheng has agreed to provide certain consulting services to our
company. As compensation under the agreement, we have agreed to issued 50,000
restricted common shares of our company. The 50,000 common shares were issued on
August 15, 2009. The agreement expires on January 14, 2010.
On July 14, 2009, we entered into an investment purchase agreement with Black
Diamond Investment Group Corp. wherein Black Diamond had agreed to purchase
500,000 common shares in consideration of the payment of $0.50 per share for an
aggregate purchase price of $250,000. We issued the 500,000 common shares on
August 15, 2009. These shares were issued in error. The Black Diamond agreement
was with VerifySmart Corp. (BVI), a private company, and the above shares are
being returned to treasury for cancellation and the correct share issuance will
take place from the private company.
Effective August 14, 2009, we entered into a consulting agreement with Cohen
Independent Research Group wherein Cohen Independent Research has agreed to
provide certain consulting services to our company. As compensation under the
agreement we have agreed to issue 1,000,000 restricted common shares of our
company. The 1,000,000 common shares were issued on August 14, 2009. The
agreement expires on August 14, 2011.
DESCRIPTION OF THE 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.
5
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, we entered 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
OUR PRODUCTS / SERVICES
Through our interest in the joint venture, we currently offer or intend to offer
the following four product lines consisting of (i) VerifyNGo, (ii)
VerifyGateway, (iii) VerifyTransfer and (iv) VeriSmart Card.
VERIFYNGO
VerifyNGo is a comprehensive authentication system which addresses security
concerns through an instant verification process. It is an easy, inexpensive and
unique solution that uses a response to an individual's mobile phone as
verification for a transaction. VerifyNGo address the security needs of clients,
credit card companies, banks and merchants through an instant verification
process.
VerifyNGo will provide secure verification for the following types of
transactions:
* debit and credit card purchases
* internet purchases
* ATM transactions
* passport applications
* credit applications
* mortgage verifications
* access to medical history
* entry into secured areas
6
VerifyNGo requires no special hardware, software, upgrades or training. All that
is required is for the user to have a mobile phone or PDA.
A typical VerifyNGo process occurs in the following way:
The process starts when a user performs an action which contains a certain
security constraint (i.e. online purchase, website login). Once the user
performs an action that contains a security constraint, a VerifyNGO
authentication is triggered sending a message to the user's mobile phone or PDA.
The message options include:
* Phone call
* SMS detailing the action
* One time password via SMS
* WAP Push, opening a mobile web page
The user receives the request and authorizes the action via mobile phone or PDA.
Finally, the system receives the response, determines authenticity and then
grants or denies the user's access to the action.
VERIFYGATEWAY
VerifyGateway is cutting-edge technology for secure and confidential online
payment processing. It acts as a processing hub and intermediary between a
business' website and their account provider, giving an enhanced network and
superior transaction capabilities to make e-commerce reliable and seamless. It's
simple, economical technology, accredited by most major banks and ensures the
secure, successful delivery of billions of transactions to billions of ports
worldwide.
VerifyGateway provides a system that easily accepts credit card payments from
customers and instills confidence because every transaction is sent through a
secured system. The system complies with privacy and security regulations
globally, and allows client companies to safely manage and track funds across
all borders and boundaries. This innovative technical infrastructure is
unrivaled in the industry.
Business-to-business services include:
* Processing transaction for major credit cards such as Mastercard and
Visa
* PCI-certified processing centers
* Support for major merchant processing networks
* Transaction reports with the necessary data to track daily activity
* Reliable and secure business solutions
VERIFYTRANSFER
VerifyTransfer is a comprehensive remittance service allowing business clients
to easily and securely send and receive money instantly, in person, online,
wirelessly, or by phone.
Using VerifyGateway, VerifyTransfer covers all aspects of the process from
transaction logging to retrieval.
The service offers:
* easier remittance payments
* faster data transmission
* multiple recipient accounts
* fast, flexible payment options
* 24 hour, 7 day/week client support
* cutting-edge security, fraud monitoring, and reporting
* increased accuracy and speed of contributions to member accounts
* synchronization with sophisticated retrieval methods, including
remittance on Visa cards
* mobile to mobile money transfers (PDA's and Iphones)
* comprehensive tracking and reporting on transactions and client
accounts, providing details and history.
7
VERISMART CARD
The VeriSmart Card is a Visa cobranded, multipurpose prepaid card designed to
work optimally with VeriSmart's own secure remittance service, VerifyTransfer,
or to be easily integrated with any existing remittance platform.
It can be used, worldwide, for:
* traditional debit/credit card transactions in Visa affiliated
establishments
* payment processing between individuals and organizations (e.g.;
commission and payroll payments, accounts payable, etc.)
* ATM transactions for Visa ATMs
* gift cards (pre-loaded format).
COMPETITION
Our product offerings are targeted at the rapidly evolving market for Internet
security services, including network security, authentication and validation,
which enable secure e-commerce and communications over wireline and wireless IP
networks. The market for authentication and verification products is intensely
competitive, subject to rapid change and significantly affected by new product
and service introductions and other market activities of industry participants.
No assurance can be given that our competitors will not develop new technologies
or enhancements to existing products or services or introduce new products and
services that will offer superior price or performance features. We expect our
competitors to offer new and existing products and services at prices necessary
to gain or retain market share. Some of our competitors have substantial
financial resources, which may enable them to withstand sustained price
competition or a market downturn better than us. There can be no assurance that
we will be able to compete successfully in the pricing of our products and
services, or otherwise, in the future.
GOVERNMENT REGULATION
In order to offer products that connect to payment networks, electronic payment
system providers must certify their products and services with card
associations, financial institutions, and payment processors, as well as comply
with government and telecommunications company regulations.
SALES AND MARKETING
Business development encompassing sales and marketing efforts has been achieved
through our network of contacts that lead to engagement with key decision makers
of companies in our target market.
INTELLECTUAL PROPERTY
We rely primarily on a combination of copyrights, trademarks, service marks,
patents, restrictions on disclosure and other methods to protect our
intellectual property. We also enter into confidentiality and/or invention
assignment agreements with our employees, consultants and current and potential
affiliates, customers and business partners. We also generally control access to
and distribution of proprietary documentation and other confidential
information.
We have filed numerous patent applications with respect to certain of our
technology in the U.S. Patent and Trademark Office and patent offices outside
the U.S. Patents may not be awarded with respect to these applications and even
8
if such patents are awarded, such patents may not provide us with sufficient
protection of our intellectual property.
We do not have any trademark registrations.
EMPLOYEES
Our only employees are our directors and officers.
GOING CONCERN
We anticipate that additional funding will be required in the form of equity
financing from the sale of our common stock. At this time, we cannot provide
investors with any assurance that we will be able to raise sufficient funding
from the sale of our common stock or through a loan from our directors to meet
our obligations over the next twelve months. We do not have any arrangements in
place for any future equity financing.
SUBSIDIARIES
We do not have any subsidiaries.
REPORTS TO SECURITY HOLDERS
We are not required to deliver an annual report to our stockholders but will
voluntarily send an annual report, together with our annual audited financial
statements upon request. We are required to file annual, quarterly and current
reports, proxy statements, and other information with the Securities and
Exchange Commission. Our Securities and Exchange Commission filings are
available to the public over the Internet at the SEC's website at
http://www.sec.gov.
The public may read and copy any materials filed by us with the SEC at the SEC's
Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. We are an electronic filer. The SEC maintains an Internet
site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC. The
Internet address of the site is http://www.sec.gov.
ITEM 1A. RISK FACTORS
Much of the information included in this annual report includes or is based upon
estimates, projections or other "forward looking statements". Such forward
looking statements include any projections and estimates made by us and our
management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.
Such estimates, projections or other "forward looking statements" involve
various risks and uncertainties as outlined below. We caution the reader that
important factors in some cases have affected and, in the future, could
materially affect actual results and cause actual results to differ materially
from the results expressed in any such estimates, projections or other "forward
looking statements".
RISKS RELATED TO OUR BUSINESS
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.
9
WE HAVE LIMITED FUNDS AVAILABLE FOR OPERATING EXPENSES. IF WE DO NOT OBTAIN
FUNDS WHEN NEEDED, WE WILL HAVE TO CEASE OUR OPERATIONS.
Currently, we have limited operating capital. As of June 30, 2009, our cash
available was approximately $9,733. In the foreseeable future, we expect to
incur significant expenses during the development stage of our identity
protection/secured transaction services business. Although during the year ended
June 30, 2009, we have raised $11,372 pursuant to private placement financings,
we may be unable to locate further sources of capital or may find that capital
is not available on terms that are acceptable to us to fund our additional
expenses. There is the possibility that we will run out of funds, and this may
affect our operations and thus our profitability. If we cannot obtain funds when
needed, we may have to cease our operations.
WE DEPEND ON ATTRACTING AND RETAINING QUALIFIED EMPLOYEES, THE FAILURE OF WHICH
COULD RESULT IN A MATERIAL DECLINE IN OUR REVENUES.
We are a provider of identity protection/secured transaction services. Our
revenues and future growth depend on our ability to attract and retain qualified
employees. This is especially crucial to our business, as these employees will
generate revenue by providing the services that are the staple product that we
offer. We may face difficulties in recruiting and retaining sufficient numbers
of qualified employees because the market may not have enough of such personnel.
In addition, we compete with other companies for qualified employees. If we are
unable to retain such employees, we could face a material decline in our
revenue.
IF WE FAIL TO IMPLEMENT OUR BUSINESS STRATEGY, OUR BUSINESS, FINANCIAL CONDITION
AND RESULTS OF OPERATIONS COULD BE MATERIALLY AND ADVERSELY AFFECTED.
Our future financial performance and success are dependent in large part upon
our ability to implement our business strategy successfully. We may not be able
to implement our business strategy successfully or achieve the anticipated
benefits of our business plan. If we are unable to do so, our long-term growth
and profitability may be adversely affected. Even if we are able to implement
some or all of the initiatives of our business plan successfully, our operating
results may not improve to the extent we anticipate, or at all.
OUR SUCCESS DEPENDS ON OUR ABILITY TO MANAGE GROWTH EFFECTIVELY. IF WE DO NOT
MANAGE GROWTH EFFECTIVELY, WE MAY NOT BE ABLE TO MAINTAIN PROFITABILITY.
Even if we are successful in obtaining new business, failure to manage our
growth could adversely affect our financial condition. We may experience
extended periods of very rapid growth. If we are not able to manage our growth
effectively, our business and financial condition could materially suffer. Our
growth may significantly strain our managerial, operational and financial
resources and systems. To manage our growth effectively, we will have to
continue to implement and improve our operational, financial and management
controls, reporting systems and procedures. In addition, we must effectively
expand, train and manage our employees. We will be unable to manage our
businesses effectively if we are unable to alleviate the strain on resources
caused by growth in a timely and successful manner. We may not be able to manage
our growth and a failure to do so could have a material adverse effect on our
business.
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.
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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.
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.
11
ITEM 1B. UNRESOLVED STAFF COMMENTS
As a "smaller reporting company", we are not required to provide the information
required by this Item.
ITEM 2. PROPERTIES
We do not own any real property. Our principal business offices are located at
Fort Legends Tower, Suite 2002 - 3rd Avenue, Corner 31st Street E. Square Form
Bonifacio Global City, Taguig Metro Manila, Philippines. We lease our office
space at a cost of $7,100 per month (or Php 342,000 pesos per month). We believe
that our current lease arrangements provide adequate space for our foreseeable
future needs.
ITEM 3. LEGAL PROCEEDINGS
Other than as set out below, our company is not a party to any pending legal
proceeding and no legal proceeding is contemplated or threatened as of the date
of this annual report.
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of our security holders either through
solicitation of proxies or otherwise in the fourth quarter of the fiscal year
ended June 30, 2009.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our shares of common stock were approved for trading on the OTC Bulletin Board
on March 5, 2007 under the symbol "TEEX". Prior to this date, there was no
public market for our common shares. 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".
The following table reflects the high and low bid information for our common
stock obtained from Stockwatch and reflects inter-dealer prices, without retail
mark-up, markdown or commission, and may not necessarily represent actual
transactions.
The high and low bid prices of our common stock for the periods indicated below
are as follows:
National Association of Securities Dealers
OTC Bulletin Board
Quarter Ended High Low
------------- ---- ---
June 30, 2009 $2.68 $1.50
March 31, 2009 $0.25 $0.05
December 31, 2008 N/A N/A
12
National Association of Securities Dealers
OTC Bulletin Board
Quarter Ended High Low
------------- ---- ---
September 30, 2008 N/A N/A
June 30, 2008 N/A N/A
March 31, 2008 N/A N/A
On October 2, 2009, the closing price for the common stock as reported by the
quotation service operated by the OTC Bulletin Board was $1.011.
As of October 28, 2009, there were 35 holders of record of our common stock. As
of such date, 52,575,000 common shares were issued and outstanding.
Our common shares are issued in registered form. The registrar and transfer
agent for our shares of common stock is Holladay Stock Transfer (Telephone:
408-481-3940).
STOCK OPTION GRANTS
To date, we have not granted any stock options.
WARRANTS
We have not issued and do not have outstanding any warrants to purchase shares
of our common stock.
DIVIDENDS
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
1. we would not be able to pay our debts as they become due in the usual
course of business; or
2. our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving
the distribution.
We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We currently do not have any stock option or equity compensation plans or
arrangements.
PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
We did not purchase any of our shares of common stock or other securities during
the year ended May 31, 2009.
RECENT SALES OF UNREGISTERED SECURITIES
On May 31, 2006, a total of 2,000,000 shares of common stock were issued in
exchange for $10,000 US, or $.005 per share. These securities were issued to an
officer and a director of the company.
13
Effective May 27, 2009, we issued 10,000 common shares pursuant to a private
placement to 1 U.S. subscriber (as that term is defined in Regulation S of the
Securities Act of 1933) relying upon Rule 506 of Regulation D of the Securities
Act of 1933.
Effective June 1, 2009, we issued 150,000 restricted shares of our common stock
to two (2) U.S. persons (as that term is defined in Regulation S of the
Securities Act of 1933) relying upon Rule 506 of Regulation D of the Securities
Act of 1933.
Effective August 15, 2009, we issued 50,000 restricted shares of our common
stock to one (1) non-US persons (as that term is defined in Regulation S of the
Securities Act of 1933), in an offshore transaction relying on Regulation S
and/or Section 4(2) of the Securities Act of 1933.
Effective August 15, 2009, we issued 500,000 common shares of our common stock
to one (1) non-US persons (as that term is defined in Regulation S of the
Securities Act of 1933), in an offshore transaction relying on Regulation S
and/or Section 4(2) of the Securities Act of 1933.
Effective August 14, 2009, we issued 1,000,000 restricted shares of our common
stock to one U.S. person (as that term is defined in Regulation S of the
Securities Act of 1933) relying upon Rule 506 of Regulation D of the Securities
Act of 1933.
PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
We did not purchase any of our shares of common stock or other securities during
our fourth quarter of our fiscal year ended May 31, 2009.
ITEM 6. SELECTED FINANCIAL DATA
As a "smaller reporting company", we are not required to provide the information
required by this Item.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with our audited
financial statements and the related notes for the years ended June 30, 2009 and
June 30, 2008 that appear elsewhere in this annual report. The following
discussion contains forward-looking statements that reflect our plans, estimates
and beliefs. Our actual results could differ materially from those discussed in
the forward looking statements. Factors that could cause or contribute to such
differences include, but are not limited to those discussed below and elsewhere
in this annual report, particularly in the section entitled "Risk Factors"
beginning on page 10 of this annual report.
Our audited financial statements are stated in United States Dollars and are
prepared in accordance with United States Generally Accepted Accounting
Principles.
CASH REQUIREMENTS
There is limited historical financial information about us upon which to base an
evaluation of our performance. We have a limited operating history and have not
generated any revenues from activities. We cannot guarantee we will be
successful in our business activities. Our business is subject to risks inherent
in the establishment of a new business enterprise, including limited capital
resources, and possible cost overruns due to price and cost increases in
services.
Over the next twelve months we intend to use any funds that we may have
available to fund our operations and research and development.
Not accounting for our working capital of $378,711 as of June 30, 2009, we
require additional funds of approximately $500,000 at a minimum to proceed with
our plan of operation over the next twelve months, exclusive of any research and
development costs. As we do not have the funds necessary to cover our projected
14
operating expenses for the next twelve month period, we will be required to
raise additional funds through the issuance of equity securities, through loans
or through debt financing. There can be no assurance that we will be successful
in raising the required capital or that actual cash requirements will not exceed
our estimates. We intend to fulfill any additional cash requirement through the
sale of our equity securities.
Our auditors have issued a going concern opinion for our year ended June 30,
2009. This means that there is substantial doubt that we can continue as an
on-going business for the next twelve months unless we obtain additional capital
to pay our bills. This is because we have not generated any revenues and no
revenues are anticipated until March 2010. As we had cash in the amount of
$9,733 and a working capital in the amount of $378,711 as of June 30, 2009, we
do not have sufficient working capital to enable us to carry out our stated plan
of operation for the next twelve months. We plan to complete debt financings
and/or private placement sales of our common stock in order to raise the funds
necessary to pursue our plan of operation and to fund our working capital
deficit in order to enable us to pay our accounts payable and accrued
liabilities. We currently do not have any arrangements in place for the
completion of any debt financings or private placement financings and there is
no assurance that we will be successful in completing any debt financing or
private placement financing. Our success or failure will be determined by what
we find under the ground.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do intend to purchase any significant equipment over the twelve months ending
June 30, 2010.
RESEARCH AND DEVELOPMENT
We estimate that we will spend approximately $30,000 per month on research and
development over the twelve months ending June 30, 2010.
RESULTS OF OPERATIONS FOR THE YEARS ENDED JUNE 30, 2009 AND 2008
The following summary of our results of operations should be read in conjunction
with our audited financial statements for the years ended June 30, 2009 and
2008.
Our operating results for the years ended June 30, 2009 and 2008 are summarized
as follows:
Year Ended June 30,
2009 2008
--------- ---------
Revenue $ Nil $ Nil
Operating Expenses $ 493,069 $ 14,502
Net Loss $(494,853) $ (14,502)
REVENUES
We have not earned any revenues since our inception and we do not anticipate
earning revenues in the near future.
OPERATING EXPENSES
Our operating expenses for the year ended June 30, 2009 and June 30, 2008 are
outlined in the table below:
Year Ended June 30,
2009 2008
--------- ---------
General and administrative $ 16,911 $ 6,002
Consulting Expense $449,423 $ Nil
Professional Fees $ 26,735 $ 8,500
15
The increase in operating expenses for the year ended June, 2009, compared to
the same period in fiscal 2008, was mainly due to an increase in consulting
expenses, office rent expense and professional fees.
LIQUIDITY AND FINANCIAL CONDITION
WORKING CAPITAL
At At
June 30, June 30,
2009 2008
--------- ---------
Current assets $ 423,376 $ 21,231
Current liabilities 44,665 163
--------- ---------
Working capital $ 378,711 $ 21,068
========= =========
CASH FLOWS
Year Ended June 30,
2009 2008
-------- --------
Net Cash Used in Operating Activities $(46,191) $(13,339)
Net Cash Used in Investing Activities (10,626) Nil
Net Cash Provided by Financing Activities 47,319 Nil
-------- --------
Net increase (decrease) in cash during period $ (9,498) $(13,339)
======== ========
OPERATING ACTIVITIES
Net cash used in operating activities during the year ended June 30, 2009, was
$46,191 compared to $13,339 during the year ended June 30, 2008, increasing
$32,852, due to increase the expenditure in professional fee and office rent
expense.
INVESTING ACTIVITIES
Net cash used in investing activities during year ended June 30, 2009 was
$10,626, due to the payment of two months office rent deposit
We did not have any investing activities during the years ended June 30, 2008.
FINANCING ACTIVITIES
During the year ended June 30, 2009, we received a loan in the amount of $35,947
and raised proceeds of $11,372.
CONTRACTUAL OBLIGATIONS
As a "smaller reporting company", we are not required to provide tabular
disclosure obligations.
OFF-BALANCE SHEET ARRANGEMENTS
We have no significant 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 are material to
stockholders.
16
APPLICATION OF CRITICAL ACCOUNTING POLICIES
Our audited financial statements and accompanying notes are prepared in
accordance with generally accepted accounting principles used in the United
States. Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue,
and expenses. These estimates and assumptions are affected by management's
application of accounting policies. We believe that understanding the basis and
nature of the estimates and assumptions involved with the following aspects of
our consolidated financial statements is critical to an understanding of our
financials.
Our financial statements and related notes are presented in accordance with
accounting principles generally accepted in the United States, and are expressed
in US dollars. These financial statements include the accounts of our company
and the accounts of an incorporated joint venture of which our company holds an
70% interest in and maintains majority voting interest as of June 30, 2009. All
inter-company transactions and balances have been eliminated. Our 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. Our 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 our company.
CASH EQUIVALENTS
Our 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 the 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.
NEW ACCOUNTING PRONOUNCEMENTS
In June 2009, the FASB issued SFAS No. 168, "THE FASB ACCOUNTING STANDARDS
CODIFICATION AND THE HIERARCHY OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES - A
REPLACEMENT OF FASB STATEMENT NO. 162". The FASB Accounting Standards
Codification ("Codification") will become the source of authoritative U.S.
17
generally accepted accounting principles ("GAAP") recognized by FASB to be
applied by nongovernmental entities. Rules and interpretive releases of the
Securities and Exchange Commission "SEC" under authority of federal securities
laws are also sources of authoritative GAAP for SEC registrants. On the
effective date of this statement, the Codification will supersede all
then-existing non-SEC accounting and reporting standards. All other
non-grandfathered non-SEC accounting literature not included in the Codification
will become non-authoritative. This statement is effective for financial
statements issued for interim and annual periods ending after September 30,
2009. The adoption of this statement is not expected to have a material effect
on our company's financial statements.
In June 2009, the FASB issued SFAS No. 167, "AMENDMENTS TO FASB INTERPRETATION
NO. 46(R)". The objective of this statement is to improve financial reporting by
enterprises involved with variable interest entities. This statement addresses
(1) the effects on certain provisions of FASB Interpretation No. 46 (revised
December 2003), "Consolidation of Variable Interest Entities", as a result of
the elimination of the qualifying special-purpose entity concept in SFAS No.
166, "Accounting for Transfers of Financial Assets", and (2) concern about the
application of certain key provisions of FASB Interpretation No. 46(R),
including those in which the accounting and disclosures under the Interpretation
do not always provide timely and useful information about an enterprise's
involvement in a variable interest entity. This statement is effective as of the
beginning of each reporting entity's first annual reporting period that begins
after November 15, 2009, for interim periods within that first annual reporting
period, and for interim and annual reporting periods thereafter. Earlier
application is prohibited. The adoption of this statement is not expected to
have a material effect on our company's financial statements.
In June 2009, the FASB issued SFAS No. 166, "ACCOUNTING FOR TRANSFERS OF
FINANCIAL ASSETS - AN AMENDMENT OF FASB NO. 140". The object of this statement
is to improve the relevance, representational faithfulness, and comparability of
the information that a reporting entity provides in its financial statements
about a transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor's continuing
involvement, if any, in transferred financial assets. This statement addresses
(1) practices that have developed since the issuance of SFAS No. 140,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities", that are not consistent with the original intent and key
requirements of that statement and (2) concerns of financial statement users
that many of the financial assets (and related obligations) that have been
derecognized should continue to be reported in the financial statements of
transferors. SFAS No. 166 must be applied as of the beginning of each reporting
entity's first annual reporting period that begins after November 15, 2009, for
interim periods within that first annual reporting period and for interim and
annual reporting periods thereafter. Earlier application is prohibited. This
statement must be applied to transfers occurring on or after the effective date.
Additionally, on and after the effective date, the concept of a qualifying
special-purpose entity is no longer relevant for accounting purposes. The
disclosure provisions of this statement should be applied to transfers that
occurred both before and after the effective date of this statement. The
adoption of this statement is not expected to have a material effect on our
company's financial statements.
In June 2008, the Financial Accounting Standards Board ("FASB") issued FASB
Staff Position EITF 03-6-1, "DETERMINING WHETHER INSTRUMENTS GRANTED IN
SHARE-BASED PAYMENT TRANSACTIONS ARE PARTICIPATING SECURITIES". FSP EITF 03-6-1
addresses whether instruments granted in share-based payment transactions are
participating securities prior to vesting, and therefore need to be included in
the computation of earnings per share under the two-class method as described in
FASB Statement of Financial Accounting Standards No. 128, "Earnings per Share."
FSP EITF 03-6-1 is effective for financial statements issued for fiscal years
beginning on or after December 15, 2008 and earlier adoption is prohibited. The
adoption of this statement is not expected to have a material effect on our
company's financial statements.
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 our
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
18
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 became
effective on November 15, 2008 after the SEC approves the PCAOB's amendments to
AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect
on our company's financial position, statements of operations, or cash flows.
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 adoption of SFAS No.
161 did not have a material impact on our company's 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. Our 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 our 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 our 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 our company's
financial position, results of operations or cash flows.
19
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a "smaller reporting company", we are not required to provide the information
required by this Item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our audited financial statements are stated in United States dollars (US$) and
are prepared in accordance with United States Generally Accepted Accounting
Principles.
The following audited financial statements are filed as part of this annual
report:
Independent Auditor's Report, dated October 9, 2009 (except as to Notes 1,
3, 9, 12, 13,14 and 15 which are as of November 2, 2009)
Audited Balance Sheets as of June 30 2009.
Audited Statements of Operations for the year ended June 30, 2009 and for
the year ended June 30, 2008.
Audited Statements of Changes in Stockholders' Equity for the year ended
June 30, 2009 and for the year ended June 30, 2008.
Audited Statements of Cash Flows for the year ended June 30, 2009 and for
the year ended June 30, 2008.
Notes to the Financial Statements.
20
Chang G. Park, CPA, Ph. D.
* 2667 CAMINO DEL RIO S. PLAZA B * SAN DIEGO * CALIFORNIA 92108-3707*
* TELEPHONE (858)722-5953 * FAX (858) 761-0341 * FAX (858) 764-5480 *
* E-MAIL changgpark@gmail.com *
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
Verify Smart Corp.
(Formerly Treasure Explorations, Inc.)
We have audited the accompanying balance sheets of Verify Smart Corp. (Formerly
Treasure Explorations, Inc.) (A Development Stage "Company") as of June 30, 2009
and 2008 and the related statements of operations, changes in shareholders'
equity and cash flows for the years then ended and for the period from May 31,
2006 (inception) through June 30, 2009. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Verify Smart Corp. as of June
30, 2009 and 2008, and the result of its operations and its cash flows for the
years then ended in conformity with U.S. generally accepted accounting
principles.
The financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 3 to the financial statements,
the Company's losses from operations raise substantial doubt about its ability
to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Chang Park
- --------------------------
CHANG G. PARK, CPA
October 9, 2009
(except as to Notes 1, 3, 9, 12, 13, 14 and 15 which are as of November 2, 2009)
San Diego, CA. 92108
Member of the California Society of Certified Public Accountants
Registered with the Public Company Accounting Oversight Board
21
Verify Smart Corp.
(Formerly Treasure Explorations Inc.)
(A Development Stage Company)
Balance Sheets
As of As of
June 30, June 30,
2009 2008
---------- ----------
ASSETS
Current Assets
Cash $ 9,733 $ 19,231
Prepaid expense 413,643 2,000
---------- ----------
Total Current Assets 423,376 21,231
---------- ----------
Other Assets
Deposit 10,626 --
---------- ----------
Total Other Assets 10,626 --
Total Assets $ 434,002 $ 21,231
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 8,718 $ 163
Loan payable (Note 4) 35,947 --
---------- ----------
Total Current Liabilities 44,665 163
---------- ----------
Total Liabilities 44,665 163
---------- ----------
Non-controlling Interest -- --
Contingencies and Commitments (Notes 1 and 12)
Stockholders' Equity
Common Stock, $0.001 par value, 250,000,000 shares authorized;
61,025,000 shares issued and outstanding as of June 30, 2009
and 60,000,000 shares issued and outstanding as of June 30, 2008 61,025 60,000
Discount of Common Stock -- (10,000)
Additional Paid-in Capital 852,097 --
Deficit Accumulated During the Development Stage (523,785) (28,932)
---------- ----------
Total Stockholders' Equity 389,337 21,068
---------- ----------
Total Liabilities and Stockholders' Equity $ 434,002 $ 21,231
========== ==========
The Accompanying Notes are an Integral Part of These Financial Statements
22
Verify Smart Corp.
(Formerly Treasure Explorations Inc.)
(A Development Stage Company)
Statements of Operations
May 31, 2006
(Inception)
Year Ended Year Ended through
June 30, June 30, June 30,
2009 2008 2009
------------ ------------ ------------
REVENUES
Revenues $ -- $ -- $ --
------------ ------------ ------------
Total Revenues -- -- --
------------ ------------ ------------
OPERATION EXPENSE
General & administrative expenses 16,911 6,002 29,143
Consulting Expense 449,423 -- 449,423
Professional fees 26,735 8,500 43,435
------------ ------------ ------------
Total operation expenses 493,069 14,502 522,001
------------ ------------ ------------
Loss from operations (493,069) (14,502) (522,001)
Exchange loss (1,784) -- (1,784)
------------ ------------ ------------
Net Loss $ (494,853) $ (14,502) $ (523,785)
============ ============ ============
Net Loss Per Share - Basic and Diluted $ (0.01) $ (0.00)
============ ============
Weighted Average Shares Outstanding 60,252,041 60,000,000
============ ============
The Accompanying Notes are an Integral Part of These Financial Statements
23
Verify Smart Corp.
(Formerly Treasure Explorations Inc.)
(A Development Stage Company)
Statement of Stockholders' Equity
Deficit
Accumulated
Common Stock Additional During the
Par Paid-in Development
Shares Value Capital Stage Total
------ ----- ------- ----- -----
# $ $ $ $
Balance - May 31, 2006 (Date of Inception) -- -- -- -- --
Stock issued for cash on May 31, 2006 at
$0.0003 per share 30,000,000 30,000 (20,000) -- 10,000
Net loss for the period -- -- -- (430) (430)
---------- ------- -------- --------- ---------
Balance - June 30, 2006 30,000,000 30,000 (20,000) (430) 9,570
Stock issued for cash on October 31, 2006
at $0.0013 per share 30,000,000 30,000 10,000 -- 40,000
Net loss for the year -- -- -- (14,000) (14,000)
---------- ------- -------- --------- ---------
Balance - June 30, 2007 60,000,000 60,000 (10,000) (14,430) 35,570
Net loss for the year -- -- -- (14,502) (14,502)
---------- ------- -------- --------- ---------
Balance - June 30, 2008 60,000,000 60,000 (10,000) (28,932) 21,068
Stock issued for consulting services 1,015,000 1,015 850,735 -- 851,750
Stock issued for cash on May 27, 2009 at
$1.25 per share, net of share issuance costs 10,000 10 11,362 -- 11,372
Net loss for the year -- -- -- (494,853) (494,853)
---------- ------- -------- --------- ---------
Balance - June 30, 2009 61,025,000 61,025 852,097 (523,785) 389,337
========== ======= ======== ========= =========
The Accompanying Notes are an Integral Part of These Financial Statements
24
Verify Smart Corp.
(Formerly Treasure Explorations Inc.)
(A Development Stage Company)
Statements of Cash Flows
May 31, 2006
(Inception)
Year Ended Year Ended through
June 30, June 30, June 30,
2009 2008 2009
--------- --------- ---------
Operating Activities
Net loss $(494,853) $ (14,502) $(523,785)
Adjustments to reconcile net loss to net
cash used in operating activities:
Stock-based compensation 448,733 -- 448,733
Changes in operating assets and liabilities:
Prepaid expense and deposits (8,626) 1,000 (10,626)
Accounts payable 8,555 163 8,718
--------- --------- ---------
Net Cash Used in Operating Activities (46,191) (13,339) (76,960)
--------- --------- ---------
Investing Activities
Deposit increase (10,626) -- (10,626)
--------- --------- ---------
Net Cash Used in Investment Activities (10,626) -- (10,626)
--------- --------- ---------
Financing Activities
Issuance of common stock 12,500 -- 62,500
Share issuance costs (1,128) -- (1,128)
Proceeds from loan payable 35,947 -- 35,947
--------- --------- ---------
Net Cash Provided by Financing Activities 47,319 -- 97,319
--------- --------- ---------
(Decrease) Increase in Cash (9,498) (13,339) 9,733
Cash - Beginning of Period 19,231 32,570 --
--------- --------- ---------
Cash - End of Period $ 9,733 $ 19,231 $ 9,733
========= ========= =========
Supplemental Disclosures of Cash Flow Information
Cash paid during the year for:
Interest $ -- $ -- $ --
Income Taxes $ -- $ -- $ --
Non-Cash investing and financing activities
Common Stock issued for service $ 851,750 $ -- $ 851,750
The Accompanying Notes are an Integral Part of These Financial Statements
25
Verify Smart Corp.
(Formerly Treasure Explorations Inc.)
(A Development Stage Company)
Notes to the Financial Statements
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.
Effective this quarter, the Company implemented SFAS No. 165, "SUBSEQUENT
EVENTS" ("SFAS 165"). This standard establishes general standards of accounting
for and disclosure of events that occur after the balance sheet date but before
financial statements are issued. The adoption of SFAS 165 did not impact the
Company's financial position or results of operations. The Company evaluated all
events or transactions that occurred after June 30, 2009 up through November 2,
2009, the date the Company issued these financial statements. During this
period, the Company did not have any material recognizable subsequent events,
other than as disclosed in Note 13.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
These financial statements and related notes are presented in accordance with
accounting principles generally accepted in the United States, and are expressed
in US dollars. 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.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of the 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.
26
Verify Smart Corp.
(Formerly Treasure Explorations Inc.)
(A Development Stage Company)
Notes to the Financial Statements
NOTE 2. SUMMARY OF SIGINIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2009, the FASB issued SFAS No. 168, "THE FASB ACCOUNTING STANDARDS
CODIFICATION AND THE HIERARCHY OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES - A
REPLACEMENT OF FASB STATEMENT NO. 162". The FASB Accounting Standards
Codification ("Codification") will become the source of authoritative U.S.
generally accepted accounting principles ("GAAP") recognized by FASB to be
applied by nongovernmental entities. Rules and interpretive releases of the
Securities and Exchange Commission "SEC" under authority of federal securities
laws are also sources of authoritative GAAP for SEC registrants. On the
effective date of this statement, the Codification will supersede all
then-existing non-SEC accounting and reporting standards. All other
non-grandfathered non-SEC accounting literature not included in the Codification
will become non-authoritative. This statement is effective for financial
statements issued for interim and annual periods ending after September 30,
2009. The adoption of this statement is not expected to have a material effect
on the Company's financial statements.
In June 2009, the FASB issued SFAS No. 167, "AMENDMENTS TO FASB INTERPRETATION
NO. 46(R)". The objective of this statement is to improve financial reporting by
enterprises involved with variable interest entities. This statement addresses
(1) the effects on certain provisions of FASB Interpretation No. 46 (revised
December 2003), "Consolidation of Variable Interest Entities", as a result of
the elimination of the qualifying special-purpose entity concept in SFAS No.
166, "Accounting for Transfers of Financial Assets", and (2) concern about the
application of certain key provisions of FASB Interpretation No. 46(R),
including those in which the accounting and disclosures under the Interpretation
do not always provide timely and useful information about an enterprise's
involvement in a variable interest entity. This statement is effective as of the
beginning of each reporting entity's first annual reporting period that begins
after November 15, 2009, for interim periods within that first annual reporting
period, and for interim and annual reporting periods thereafter. Earlier
application is prohibited. The adoption of this statement is not expected to
have a material effect on the Company's financial statements.
In June 2009, the FASB issued SFAS No. 166, "ACCOUNTING FOR TRANSFERS OF
FINANCIAL ASSETS - AN AMENDMENT OF FASB NO. 140". The object of this statement
is to improve the relevance, representational faithfulness, and comparability of
the information that a reporting entity provides in its financial statements
about a transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor's continuing
involvement, if any, in transferred financial assets. This statement addresses
(1) practices that have developed since the issuance of SFAS No. 140,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities", that are not consistent with the original intent and key
requirements of that statement and (2) concerns of financial statement users
that many of the financial assets (and related obligations) that have been
derecognized should continue to be reported in the financial statements of
transferors. SFAS No. 166 must be applied as of the beginning of each reporting
entity's first annual reporting period that begins after November 15, 2009, for
interim periods within that first annual reporting period and for interim and
annual reporting periods thereafter. Earlier application is prohibited. This
statement must be applied to transfers occurring on or after the effective date.
Additionally, on and after the effective date, the concept of a qualifying
special-purpose entity is no longer relevant for accounting purposes. The
disclosure provisions of this statement should be applied to transfers that
occurred both before and after the effective date of this statement. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
In June 2008, the Financial Accounting Standards Board ("FASB") issued FASB
Staff Position EITF 03-6-1, "DETERMINING WHETHER INSTRUMENTS GRANTED IN
SHARE-BASED PAYMENT TRANSACTIONS ARE PARTICIPATING SECURITIES". FSP EITF 03-6-1
addresses whether instruments granted in share-based payment transactions are
participating securities prior to vesting, and therefore need to be included in
the computation of earnings per share under the two-class method as described in
FASB Statement of Financial Accounting Standards No. 128, "Earnings per Share."
FSP EITF 03-6-1 is effective for financial statements issued for fiscal years
beginning on or after December 15, 2008 and earlier adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
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.
27
Verify Smart Corp.
(Formerly Treasure Explorations Inc.)
(A Development Stage Company)
Notes to the Financial Statements
NOTE 2. SUMMARY OF SIGINIFICANT ACCOUNTING POLICIES (CONTINUED)
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 became
effective on November 15, 2008 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.
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 adoption of SFAS No.
161 did not have a material impact on the Company's 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
28
Verify Smart Corp.
(Formerly Treasure Explorations Inc.)
(A Development Stage Company)
Notes to the Financial Statements
NOTE 2. SUMMARY OF SIGINIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
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 June 30, 2009 and generated a net loss of $523,785. 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, management
believes that the company's current cash and cash equivalents of $9,733 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.
NOTE 4. LOAN PAYABLE
During the year ended June 30, 2009, the Company received a loan from an
unrelated party in the amount of $35,947.
NOTE 5. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common stock.
NOTE 6. 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 7. INCOME TAXES
As of June 30, 2009
-------------------
Deferred tax assets:
Net operating tax carryforwards $ 75,052
Tax rate 34%
Gross deferred tax assets 25,518
Valuation allowance (25,518)
--------
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 8. NET OPERATING LOSSES
As of June 30, 2009, the Company has a net operating loss carryforwards of
approximately $75,052. Net operating loss carryforwards expires twenty years
from the date the loss was incurred.
NOTE 9. 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.
29
Verify Smart Corp.
(Formerly Treasure Explorations Inc.)
(A Development Stage Company)
Notes to the Financial Statements
NOTE 9. STOCK TRANSACTIONS (CONTINUED)
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 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.
On March 25, 2009, the Company issued 750,000 shares of common stock at a fair
value of $0.75 per share, amounting $562,500, pursuant to a consulting
agreement.
On March 30, 2009, the Company issued 100,000 shares of common stock at a fair
value of $0.75 per share, amounting $75,000, pursuant to a consulting agreement.
On April 9, 2009, the Company issued 15,000 shares of common stock at a fair
value of $2.05 per share, amounting $30,750, pursuant to a consulting agreement.
On May 1, 2009, the Company issued 100,000 shares of common stock at a fair
value of $1.34 per share, amounting $134,000, pursuant to a consulting
agreement.
On May 27, 2009, the Company issued 10,000 shares of common stock at $1.25 per
share for cash proceeds of $12,500. The Company paid finders' fee of $1,128
(Cdn$1,250) in connection with the private placement.
On June 1, 2009, the Company issued 50,000 shares of common stock at a fair vale
$1 per share, amounting $50,000, pursuant to a consulting agreement.
As of June 30, 2009 the Company had 61,025,000 shares of common stock issued and
outstanding.
NOTE 10. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of June 30, 2009: Common stock, $ 0.001 par value:
250,000,000 shares authorized; 61,025,000 shares issued and outstanding.
NOTE 11. JOINT VENTURE AGREEMENT
a) Effective March 25, 2009, the Company entered into a joint venture agreement
with Verified Capital Corp. and Verified Transactions Corp. relating to the
formation and operation of a joint venture corporation that will sell
internet security software for credit card fraud prevention.
Upon the satisfaction of customary closing conditions, the Company will
contribute an aggregate of $5,000,000 to the joint venture corporation,
payable as to $2,000,000 by May 1, 2009 and $3,000,000 by July 1, 2009, for
a 70% interest in the joint venture corporation.
By amendment of May 19, 2009, the companies have agreed that all obligations
of the Joint Venture agreement have been deemed to have occurred and the
agreement is in full force in good standing. In addition to the foregoing,
Verified Transactions Corp. will grant to the joint venture corporation a 25
year worldwide exclusive license to market and sell Verified Transaction
Corp.'s internet security software and all other internet business of
whatsoever nature and including all future developments of such business for
a 25 % interest in the joint venture corporation. Verified Capital Corp.
will be granted a 5% interest in joint venture corporation upon the transfer
of certain assets.
Upon the closing of the joint venture agreement, the Company is the operator
of the joint venture corporation and will contract with Verified Capital
Corp. to be the sub-operator.
As of June 30, 2009, the joint venture corporation has not yet been formed.
30
Verify Smart Corp.
(Formerly Treasure Explorations Inc.)
(A Development Stage Company)
Notes to the Financial Statements
NOTE 12. COMMITMENTS
a) On March 25, 2009, the Company entered into a consulting agreement with Duke
Enterprises LLC wherein Duke Enterprises LLC has agreed to provide certain
consulting services to the Company. As compensation under the agreement, the
Company agreed to issue 750,000 restricted shares of common stock. The
agreement expires on September 25, 2009. On May 19, 2009, the Company issued
750,000 restricted shares of common stock at a fair value of $562,500 to
Duke Enterprises LLC for services to be provided over a six month period. As
at June 30, 2009, $281,250 is included in prepaid expenses and will be
recognized over the remaining term of the consulting agreement.
b) On March 30, 2009, the Company entered into a consulting agreement with New
Vision Consulting Corporation wherein New Vision has agreed to provide
certain consulting services to the Company. As compensation under the
agreement, the Company agreed to issue 1,000,000 restricted shares of common
stock. As further compensation for services to be rendered, New Vision shall
receive an additional 500,000 restricted common shares prior to July 31,
2009. The agreement expires on September 30, 2009. On May 19, 2009, the
Company issued 1,000,000 restricted shares of common stock at a fair value
of $750,000 to New Vision for services to be provided over a six month
period. On July 15, 2009, the consulting agreement was terminated due to New
Vision was unable or unwilling to perform the service. The Company asked for
return the issued shares for cancellation
c) On April 9, 2009, the Company entered into a consulting agreement with Roy
Gould wherein Roy Gould has agreed to provide certain consulting service to
the Company. As compensation under the agreement, the Company agreed to
issue 15,000 shares of common stock, which market value is $30,750. The
services were provide during April 2009, As of June 30, 2009, $30,750 is
including in consulting expense.
d) On May 1, 2009, the Company entered into a consulting agreement with Gary
Madonna wherein Gary Madonna has agreed to provide certain consulting
services to the Company. As compensation under the agreement, the Company
agreed to issue 100,000 restricted shares of common stock. The agreement
expires on September 30, 2009. On June 1, 2009, the Company issued 100,000
restricted shares of common stock at a fair value of $133,500 to Gary
Madonna for services to be provided over a five month period. As at June 30,
2009, $80,100 is included in prepaid expenses and will be recognized over
the remaining term of the consulting agreement.
e) On June 1, 2009, the Company entered into a consulting agreement with David
Karpa wherein David Karpa has agreed to provide certain consulting services
to the Company. As compensation under the agreement, the Company agreed to
issue 50,000 restricted shares of common stock. The agreement expires on
November 30, 2009. On June 1, 2009, the Company issued 50,000 restricted
shares of common stock at a fair value of $50,000 to David Karpa for
services to be provided over a six month period. As at June 30, 2009,
$41,667 is included in prepaid expenses and will be recognized over the
remaining term of the consulting agreement.
NOTE 13. SUBSEQUENT EVENTS
a) On July 14, 2009, the Company entered into a consulting agreement with Wei
Cheng wherein Wei Cheng has agreed to provide certain consulting services to
the Company. As compensation under the agreement, the Company agreed to
issue 50,000 restricted shares of common stock. The agreement expires on
January 14, 2010. On August 15, 2009, the Company issued 50,000 restricted
shares of common stock to Wei Cheng.
b) On August 14, 2009, the Company entered into a consulting agreement with
Cohen Independent Research Group ("Cohen") wherein Cohen has agreed to
provide certain consulting services to the Company. As compensation under
the agreement, the Company agreed to issue 1,000,000 restricted shares of
common stock. The agreement expires on August 14, 2011. On August 14, 2009,
the Company issued 1,000,000 restricted shares of common stock to Cohen.
c) On August 15, 2009, the Company completed a private placement and issued
500,000 shares of common stock to Black Diamond Investment Group ("Black
Diamond") at $0.50 per share for cash proceeds of $250,000. The consulting
agreement was entered between Black Diamond and Verifysmart Corp, a private
company located in British Virgin Island. Accordingly, these shares were
issued in error. The shares are being returned to treasury for cancellation
and the correct share issuance will take place from the private.
31
Verify Smart Corp.
(Formerly Treasure Explorations Inc.)
(A Development Stage Company)
Notes to the Financial Statements
NOTE 14. LEASE COMMITMENT
The Company entered in to a five year office lease agreement effective May 1,
2009. Under the terms of the lease, the Company is required to make payments of
approximately $7,100 per month (342,000 Philippine pesos) for rent and operating
costs. Future minimum payments are as follows:
2010 $ 84,767
2011 84,767
2012 88,040
2013 91,774
2014 95,694
---------
$ 445,042
=========
NOTE 15. RESTATEMENT
The accompanying audited financial statements as of June 30, 2009, along with
the Report of Independent Registered Public Accounting Firm dated October 9,
2009 have been restated as of November 2, 2009.
The financials have been revised to properly account for the effect of stock
issuance of consulting service and the recognition of rent deposits and
expenses. The restatement of balance sheet includes 115,000 shares issued for
consulting service valued $105,750, which increase the Common Stock $115 and
Additional Paid-in Capital $105,635. The restatement of balance sheet also
includes prepaid rent $10,626 and deposits of $10,626, and additional accounts
payable of $2,389 and loan payable $33,751. The restatement of statement of
operations includes consulting expense $105,750, additional rent expense of
$14,266 and foreign exchange loss $622. .
The following is a summary of the effect of the restatement of Balance Sheet and
Statement of Operations:
32
BALANCE SHEETS
June 30, 2009
--------------------------------------------
Original Restatement Difference
-------- ----------- ----------
ASSETS
Current Assets
Cash $ 9,733 $ 9,733 $ --
Prepaid expense 403,017 413,643 10,626
--------- --------- ---------
Total Current Assets 412,750 423,376 10,626
--------- --------- ---------
Other Assets
Deposit -- 10,626 10,626
--------- --------- ---------
Total Other Assets -- 10,626 10,626
--------- --------- ---------
Total Assets $ 412,750 $ 434,002 $ 21,252
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 6,329 $ 8,718 $ 2,389
Loan payable 2,196 35,947 33,751
--------- --------- ---------
Total Current Liabilities 8,525 44,665 36,140
--------- --------- ---------
Total Liabilities 8,525 44,665 36,140
--------- --------- ---------
Non-controlling Interest -- -- --
Contingencies and Commitments
Stockholders' Equity
Common Stock, $0.001 par value, 250,000,000 shares authorized;
61,025,000 shares issued and outstanding as of June 30, 2009
and 60,000,000 shares issued and outstanding as of June 30, 2008 60,910 61,025 115
Discount of Common Stock -- --
Additional Paid-in Capital 746,462 852,097 105,635
Deficit Accumulated During the Development Stage (403,147) (523,785) (120,638)
--------- --------- ---------
Total Stockholders' Equity 404,225 389,337 (14,888)
--------- --------- ---------
Total Liabilities and Stockholders' Equity $ 412,750 $ 434,002 $ 21,252
========= ========= =========
33
STATEMENT OF OPERATIONS
Year Ended June 30, 2009
----------------------------------------------------------
Original Restated Differences
------------ ------------ ------------
REVENUES
Revenues $ -- $ -- $ --
------------ ------------ ------------
Total Revenues -- -- --
------------ ------------ ------------
Operation Expense
General & administrative expenses 2,645 16,911 14,266
Consulting Expense 343,673 449,423 105,750
Professional fees 26,735 26,735 --
------------ ------------ ------------
Total operation expenses 373,053 493,069 120,016
------------ ------------ ------------
Loss from operations (373,053) (493,069) (120,016)
Exchange loss (1,162) (1,784) (622)
------------ ------------ ------------
Net Loss $ (374,215) $ (494,853) $ (120,638)
============ ============ ============
Net Loss Per Share - Basic and Diluted $ (0.01) $ (0.01)
============ ============
Weighted Average Shares Outstanding 60,222,192 60,252,041
============ ============
May 31, 2006 (Inception) through June 30, 2009
----------------------------------------------------------
Original Restated Differences
------------ ------------ ------------
REVENUES
Revenues $ -- $ -- $ --
------------ ------------ ------------
Total Revenues -- -- --
------------ ------------ ------------
Operation Expense
General & administrative expenses 14,877 29,143 14,266
Consulting Expense 343,673 449,423 105,750
Professional fees 43,435 43,435 --
------------ ------------ ------------
Total operation expenses 401,985 522,001 120,016
------------ ------------ ------------
Loss from operations (401,985) (522,001) (120,016)
Exchange loss (1,162) ((1,784) (622)
------------ ------------ ------------
Net Loss $ (403,147) $ (523,785) $ (120,638)
============ ============ ============
34
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no disagreements related to accounting principles or practices,
financial statement disclosure, internal controls or auditing scope or procedure
during the two fiscal years and interim periods, including the interim period up
through the date the relationship ended with Chang G. Park, CPA.
ITEM 9A(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 (who is acting as our
principal executive officer and our principal financial officer and principle
accounting officer) to allow for timely decisions regarding required disclosure
As of June 30, 2009, the end of our fiscal year covered by this report, we
carried out an evaluation, under the supervision and with the participation of
our president (also our principal executive officer and our principal financial
and accounting officer), of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our president (also
our principal executive officer and our principal financial and accounting
officer) concluded that our disclosure controls and procedures were effective as
of the end of the period covered by this annual report.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
control procedures. The objectives of internal control include providing
management with reasonable, but not absolute, assurance that assets are
safeguarded against loss from unauthorized use or disposition, and that
transactions are executed in accordance with management's authorization and
recorded properly to permit the preparation of consolidated financial statements
in conformity with accounting principles generally accepted in the United
States. Our management assessed the effectiveness of our internal control over
financial reporting as of June 30, 2009. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") in INTERNAL CONTROL-INTEGRATED
FRAMEWORK. Our management has concluded that, as of June 30, 2009, our internal
control over financial reporting is effective in providing reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with US generally
accepted accounting principles. Our management reviewed the results of their
assessment with our Board of Directors.
This annual report does not include an attestation report of our company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit our company to provide only management's
report in this annual report.
INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS
Internal control over financial reporting has inherent limitations which include
but is not limited to the use of independent professionals for advice and
guidance, interpretation of existing and/or changing rules and principles,
segregation of management duties, scale of organization, and personnel factors.
Internal control over financial reporting is a process which involves human
diligence and compliance and is subject to lapses in judgment and breakdowns
35
resulting from human failures. Internal control over financial reporting also
can be circumvented by collusion or improper management override. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements on a timely basis, however these inherent limitations
are known features of the financial reporting process and it is possible to
design into the process safeguards to reduce, though not eliminate, this risk.
Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and
presentation. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in our internal controls over financial reporting
that occurred during the year ended June 30, 2009 that have materially or are
reasonably likely to materially affect, our internal controls over financial
reporting.
ITEM 9B. OTHER INFORMATION
None
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
All of the directors of our company hold office until the next annual meeting of
the stockholders or until their successors have been elected and qualified. Our
officers are appointed by our board of directors and hold office until their
death, resignation or removal from office. Our directors and executive officers,
their ages, positions held, and duration as such, are as follows:
Date First Elected
Name Position Held with the Company Age or Appointed
---- ------------------------------ --- ------------
Ralph Santos President, Chief Executive Officer, 40 March 24, 2009
Chief Financial Officer and Director
Adi Muljo Director, V.P. - Business Development 66 April 7, 2009
BUSINESS EXPERIENCE
The following is a brief account of the education and business experience of
each director and executive officer during at least the past five years,
indicating each person's principal occupation during the period, and the name
and principal business of the organization by which he was employed.
RALPH SANTOS - PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
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.
ADI MULJO - DIRECTOR AND V.P. - BUSINESS DEVELOPMENT
In addition to his Board position, Mr. Muljo will also assume the key strategic
role of Senior Vice President of Business Development in the Asia - Pacific
Region.
36
Between 1971 and 1998, Mr. Muljo held various senior management positions with
Indonesia's largest conglomerate, the Astra Group, including General Manager of
its Xerox Division and Managing Director of Inter Delta, Indonesia's sole
distributor for Kodak products and Canon cameras.
From 1981-1998, Mr. Muljo was responsible for the Baltimore office of The Astra
Group and was also in charge of overseeing Astra's North American expansion
directed from the Baltimore office, where Mr. Muljo makes his home. In 1998, Mr.
Muljo founded the Maryland-based AMG Group, a company promoting two-way trade
between North America and several Asian and European countries.
Mr. Muljo holds a BA in Economics and an MBA in Finance
FAMILY RELATIONSHIPS
There are no family relationships among our directors or officers.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
Our directors, executive officers and control persons have not been involved in
any of the following events during the past five years:
1. any bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer either at the time of the bankruptcy
or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor offences);
3. being subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; or
4. being found by a court of competent jurisdiction (in a civil action), the
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been
reversed, suspended, or vacated.
SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our executive
officers and directors and persons who own more than 10% of our common stock to
file with the Securities and Exchange Commission initial statements of
beneficial ownership, reports of changes in ownership and annual reports
concerning their ownership of our common stock and other equity securities, on
Forms 3, 4 and 5 respectively. Executive officers, directors and greater than
10% shareholders are required by the SEC regulations to furnish us with copies
of all Section 16(a) reports that they file.
Based solely on our review of the copies of such forms received by us, or
written representations from certain reporting persons, we believe that during
fiscal year ended June 30, 2009, all filing requirements applicable to our
officers, directors and greater than 10% percent beneficial owners were complied
with, with the exception of the following:
Number of
Transactions Not
Number of Late Reported on a Failure to File
Name Reports Timely Basis Requested Forms
---- ------- ------------ ---------------
Ralph Santos 1(1) 1 N/A
Adi Muljo 1(1) 1 1
- ----------
(1) The named officer, director or greater than 10% stockholder, as applicable,
filed a late Form 3 - Initial Statement in Changes of Beneficial Ownership.
37
AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that it does not have a member of its
audit committee that qualifies as an "audit committee financial expert" as
defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the
term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange
Act of 1934, as amended.
We believe that the members of our board of directors are collectively capable
of analyzing and evaluating our financial statements. We believe that retaining
an independent director who would qualify as an "audit committee financial
expert" would be overly costly and burdensome and is not warranted in our
circumstances given the early stages of our development and the fact that we
have not generated any material revenues to date. In addition, we currently do
not have nominating, compensation or audit committees or committees performing
similar functions nor do we have a written nominating, compensation or audit
committee charter. Our board of directors does not believe that it is necessary
to have such committees because it believes the functions of such committees can
be adequately performed by our board of directors.
CODE OF ETHICS
Our board of directors adopted our code of ethical conduct that applies to all
of our employees and directors, including our principal executive officer,
principal financial officer, principal accounting officer or controller, and
persons performing similar functions.
We believe the adoption of our Code of Ethical Conduct is consistent with the
requirements of the Sarbanes-Oxley Act of 2002.
Our Code of Ethical Conduct is designed to deter wrongdoing and to promote:
* Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
* Full, fair, accurate, timely and understandable disclosure in reports
and documents that we file or submit to the Securities & Exchange
Commission and in other public communications made by us;
* Compliance with applicable governmental laws, rules and regulations;
* The prompt internal reporting to an appropriate person or persons
identified in the code of violations of our Code of Ethical Conduct;
and
* Accountability for adherence to the Code.
38
ITEM 11. EXECUTIVE COMPENSATION
The particulars of the compensation paid to the following persons:
* our principal executive officer;
* each of our two most highly compensated executive officers who were
serving as executive officers at the end of the years ended June 30,
2009 and 2008; and
* up to two additional individuals for whom disclosure would have been
provided under (b) but for the fact that the individual was not
serving as our executive officer at the end of the years ended June
30, 2009 and 2008,
who we will collectively refer to as the named executive officers of our
company, are set out in the following summary compensation table, except that no
disclosure is provided for any named executive officer, other than our principal
executive officers, whose total compensation did not exceed $100,000 for the
respective fiscal year:
Change in
Pension
Value and
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------
Ralph Santos(1) 2009 Nil Nil Nil Nil Nil Nil Nil Nil
President, Chief 2008 N/A N/A N/A N/A N/A N/A N/A N/A
Executive Officer,
Chief Financial
Officer,
Secretary,
Treasurer and
Director
Adi Muljo(2) 2009 Nil Nil Nil Nil Nil Nil Nil Nil
VP Business 2008 N/A N/A N/A N/A N/A N/A N/A N/A
Development and
Director
Manly Shore(3) 2009 Nil Nil Nil Nil Nil Nil Nil Nil
Former President, 2008 N/A N/A N/A N/A N/A N/A N/A N/A
Chief Executive
Officer, Chief
Financial Officer
and Director
Howard Gelfand(4) 2009 Nil Nil Nil Nil Nil Nil Nil Nil
Former President, 2008 N/A N/A N/A N/A N/A N/A N/A N/A
Chief Executive
Officer and Chief
Financial Officer
- ----------
(1) Ralph Santos was appointed President, Chief Executive Officer, Chief
Financial Officer, Secretary, Treasurer and Director on March 24, 2009.
(2) Adi Muljo was appointed VP Business Development and Director on April 7,
2009.
(3) Manly Shore was appointed President, Chief Executive Officer, Chief
Financial Officer and Director on September 11, 2008 and resigned on March
24, 2009.
(4) Howard Gelfand was appointed President, Chief Executive Officer and Chief
Financial Officer on May 31, 2006 and resigned on September 11, 2008.
39
STOCK OPTIONS/SAR GRANTS
During the period from inception (May 31, 2006) to June 30, 2009, we did not
grant any stock options to our executive officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES
There were no options exercised during our fiscal year ended June 30, 2009 or
June 30, 2008 by any officer or director of our company.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
No equity awards were outstanding as of the year ended June 30, 2009.
COMPENSATION OF DIRECTORS
We reimburse our directors for expenses incurred in connection with attending
board meetings. We have not paid any director's fees or other cash compensation
for services rendered as a director since our inception to June 30, 2009.
We have no formal plan for compensating our directors for their service in their
capacity as directors, although such directors are expected in the future to
receive stock options to purchase common shares as awarded by our board of
directors or (as to future stock options) a compensation committee which may be
established. Directors are entitled to reimbursement for reasonable travel and
other out-of-pocket expenses incurred in connection with attendance at meetings
of our board of directors. Our board of directors may award special remuneration
to any director undertaking any special services on our behalf other than
services ordinarily required of a director. No director received and/or accrued
any compensation for their services as a director, including committee
participation and/or special assignments.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS
We have not entered into any employment agreement or consulting agreement with
our directors and executive officers.
There are no arrangements or plans in which we provide pension, retirement or
similar benefits for directors or executive officers. Our directors and
executive officers may receive stock options at the discretion of our board of
directors in the future. We do not have any material bonus or profit sharing
plans pursuant to which cash or non-cash compensation is or may be paid to our
directors or executive officers, except that stock options may be granted at the
discretion of our board of directors.
We have no plans or arrangements with respect to remuneration received or that
may be received by our executive officers to compensate such officers in the
event of termination of employment (as a result of resignation, retirement,
change of control) or a change of responsibilities following a change of
control, where the value of such compensation exceeds $60,000 per executive
officer.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth, as of October 28, 2009, certain information with
respect to the beneficial ownership of our common stock by each stockholder
known by us to be the beneficial owner of more than 5% of our common stock and
by each of our current directors and executive officers. Each person has sole
voting and investment power with respect to the shares of common stock, except
as otherwise indicated. Beneficial ownership consists of a direct interest in
the shares of common stock, except as otherwise indicated.
40
Amount and Nature of Percentage
Name and Address of Beneficial Owner Beneficial Ownership of Class(1)
- ------------------------------------ -------------------- -----------
Ralph Santos, President, Chief Financial Nil Nil
Officer and Director
Fort Legend Towers, Suite 2002 - 3rd
Avenue corner 31st Street E-Square, Fort
Bonifacio Global City, Taguig Metro
Manila, Philippines
Adi Muljo Nil Nil
Director, V.P. - Business Development
Fort Legend Towers, Suite 2002 - 3rd
Avenue corner 31st Street E-Square, Fort
Bonifacio Global City, Taguig Metro
Manila, Philippines
Directors and officers as a group Nil Nil
Executor Capital Inc. 3,500,000 6%
60 Market Square
Belize City, Belize
Medford Financial Ltd. 4,600,000 9%
60 Market Square
Belize City, Belize
Sierra Growth Inc. 4,200,000 8%
Henville Building
Charlestown, Nevis
Strand Group Ltd. 3,900,000 7%
Henville Building
Charlestown, Nevis
Stonehurst Limited 3,800,000 7%
Suite 13 Oliaja Trade Centre
Fracis Rachel Street
Victoria, Seychelles
- ----------
(1) Under Rule 13d-3, a beneficial owner of a security includes any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which includes
the power to vote, or to direct the voting of shares; and (ii) investment
power, which includes the power to dispose or direct the disposition of
shares. Certain shares may be deemed to be beneficially owned by more than
one person (if, for example, persons share the power to vote or the power
to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire the
shares (for example, upon exercise of an option) within 60 days of the date
as of which the information is provided. In computing the percentage
ownership of any person, the amount of shares outstanding is deemed to
include the amount of shares beneficially owned by such person (and only
such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does
not necessarily reflect the person's actual ownership or voting power with
respect to the number of shares of common stock actually outstanding on
October 28, 2009. As of October 28, 2009, there were 52,575,000 shares of
our company's common stock issued and outstanding.
41
CHANGES IN CONTROL
We are unaware of any contract or other arrangement or provisions of our
Articles or Bylaws the operation of which may at a subsequent date result in a
change of control of our company. There are not any provisions in our Articles
or Bylaws, the operation of which would delay, defer, or prevent a change in
control of our company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Except as disclosed herein, there have been no transactions or proposed
transactions in which the amount involved exceeds the lesser of $120,000 or one
percent of the average of our total assets at year-end for the last three
completed fiscal years in which any of our directors, executive officers or
beneficial holders of more than 5% of the outstanding shares of our common
stock, or any of their respective relatives, spouses, associates or affiliates,
has had or will have any direct or material indirect interest.
The promoters of our company are our directors and officers.
DIRECTOR INDEPENDENCE
We currently act with two directors, consisting of Ralph Santos and Adi Muljo.
We have determined that we do not have a director that qualifies as an
"independent director" as defined in NASDAQ Marketplace Rule 4200(a)(15).
We do not have a standing audit, compensation or nominating committee, but our
entire board of directors act in such capacity. We believe that our directors
are capable of analyzing and evaluating our financial statements and
understanding internal controls and procedures for financial reporting. Our
directors do not believe that it is necessary to have an audit committee because
we believe that the functions of an audit committee can be adequately performed
by the board of directors. In addition, we believe that retaining additional
independent directors who would qualify as an "audit committee financial expert"
would be overly costly and burdensome and is not warranted in our circumstances
given the early stages of our development.
ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES
The aggregate fees billed for the most recently completed fiscal year ended June
30, 2009 and for fiscal year ended June 30, 2008 for professional services
rendered by the principal accountant for the audit of our annual financial
statements and review of the financial statements included in our quarterly
reports on Form 10-Q and services that are normally provided by the accountant
in connection with statutory and regulatory filings or engagements for these
fiscal periods were as follows:
Year Ended June 30,
2009 2008
------ ------
($) ($)
Audit Fees 10,000 8,500
Audit Related Fees Nil Nil
Tax Fees Nil Nil
All Other Fees Nil Nil
------ ------
Total 10,000 8,500
====== ======
42
Our board of directors pre-approves all services provided by our independent
auditors. All of the above services and fees were reviewed and approved by the
board of directors either before or after the respective services were rendered.
Our board of directors has considered the nature and amount of fees billed by
our independent auditors and believes that the provision of services for
activities unrelated to the audit is compatible with maintaining our independent
auditors' independence.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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)
10.2 Amendment Agreement to the Joint Venture Agreement dated May 19,
2009, between our company, Verified Capital Corp. and Verified
Transactions Corp. (incorporated by reference from our Current Report
on Form 8-K filed on May 22, 2009)
10.3 Consulting Agreement with Duke Enterprises LLC (incorporated by
reference from our Current Report on Form 8-K filed on May 29, 2009)
10.4 Consulting Agreement with New Vision Consulting Corporation
(incorporated by reference from our Current Report on Form 8-K filed
on May 29, 2009)
10.5 Consulting Agreement with Wei ("David") Cheng (incorporated by
reference from our Current Report on Form 8-K filed on August 20,
2009)
10.6 Investment Purchase Agreement with Black Diamond Investment Group
Corp. (incorporated by reference from our Current Report on Form 8-K
filed on August 20, 2009)
10.7 Consulting Agreement with Cohen Independent Research Group
(incorporated by reference from our Current Report on Form 8-K filed
on September 22, 2009)
43
Exhibit
Number Description
- ------ -----------
(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.
44
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
VERIFY SMART CORP.
(Registrant)
Dated: November 12, 2009 /s/ Ralph Santos
---------------------------------------------------
Ralph Santos
Chief Executive Officer, Chief Financial
Officer and Director
(Principal Executive Officer, Principal
Financial Officer and Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Dated: November 12, 2009 /s/ Ralph Santos
---------------------------------------------------
Ralph Santos
Chief Executive Officer, Chief Financial
Officer and Director
(Principal Executive Officer, Principal
Financial Officer and Principal Accounting Officer)
Dated: November 12, 2009 /s/ Adi Muljo
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Adi Muljo
VP Business Development and Director
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