UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 19, 2012
Verify Smart Corp.
(Exact name of registrant as specified in its charter)
Nevada 333-136492 20-5005810
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
40 Hillside Ave, Mahwah, New Jersey 07430
(Address of principal executive offices) (Zip Code)
775-575-1261
(Registrant's telephone number, including area code)
57 Montague Street, Brooklyn, New York 11201
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 19, 2012, Verify Smart Corp. ("we" "us" "our" the "Company")
entered into a patent license agreement with Assured Mobile Technologies LLC., a
Nevada limited liability corporation. Pursuant to the license agreement we have
acquired a 20 year, exclusive worldwide license to exploit the patented
technology entitled "A System and Method for Verifying a User's Identity in
Electronic Transactions." The patented verification technology is an electronic
method and system for verifying the identity of a user by a verifier in the
course of an electronic transaction. The invention provides a process and a
system for blocking an account until a verifier completes an identity
verification process for verifying the identity of the person initiating the
transaction. An international application was filed for the technology in
October, 2007 under the WIPO Patent Cooperation Treaty. Subsequently, a South
African patent was granted on April 28, 2010 and a United States patent was
allowed (but not issued) on September 10, 2012. It is anticipated that the U.S.
patent will be issued in the fall of 2012.
In consideration of the license agreement, we have agreed to pay to Assured
Mobile Technologies aggregate cash payment of $300,000 payable as follows:
* $100 upon execution of the license agreement;
* $10,000 by December 19, 2012;
* $40,000 by March 19, 2012; and
* $249,900 by September 19, 2013.
As additional consideration, we will issue to Assured Mobile Technologies
8,500,000 common shares in our capital stock within 30 days of September 19,
2012. Our license will also be subject to a royalty payable to Assured Mobile
Technologies equal to 2.5% of any gross sales made by us in respect of the
technology.
ITEM 1.02 TERMINATION OF MATERIAL DEFINITIVE AGREEMENT
We had previously secured rights to exploit the above described verification
technology pursuant to a joint venture agreement dated March 25, 2009 among our
Company, Verified Capital Corp. and Verified Transaction Corp, which was first
disclosed in our Current Report on Form 8-K filed on March 26, 2009. Pursuant to
the joint venture agreement, which was amended by amendment agreement dated May
19, 2009 and disclosed in our Current Report on Form 8-K filed on May 22, 2009,
we were to acquire a 70% interest in a joint venture corporation to be
established with Verified Capital Corp. and Verified Transaction Corp. Also
pursuant to the joint venture agreement, Verified Transaction Corp., the former
holder of the verification technology, granted to the joint venture a 25 year
exclusive and renewable worldwide license to exploit the patented technology.
As at the date of this report the joint venture agreement has been terminated by
mutual consent of the parties and ownership of the patented verification
technology has been transferred to Assured Mobile Technologies LLC. Accordingly,
by our entering into the patent license agreement with Assured Mobile
Technologies, we have arranged to secure a direct license in the patented
verification technology for the purposes of pursuing our business plan. During
the course of the former joint venture agreement, our Company did not pay any
cash or share consideration to Verified Capital Corp or to Verified Transaction
Corp. in respect our ownership stake in the joint venture or in respect of the
license to use the patented technology. No joint venture corporation was formed
in relation to the joint venture and we have not incurred any material costs in
respect of our obligations under the joint venture. Finally, we are not subject
to any penalty or residual obligations under the joint venture agreement.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
10.1 License Agreement with Assured Mobile Technologies LLC
10.2 Joint Venture Agreement dated March 25, 2009 with Verified Capital
Corp. and Verified Transaction Corp. (incorporated by reference as
Exhibit 10.1 of our Current Report on Form 8-K filed on March 26, 2009)
10.3 Amendment Agreement dated May 19, 2009 with Verified Capital Corp. and
Verified Transaction Corp. (incorporated by reference as Exhibit 10.1
of our Current Report on Form 8-K filed on May 22, 2009)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VERIFY SMART CORP.
/s/ Tony Cinotti
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Tony Cinotti
President and Director
Date: September 20, 2012
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