veracitymgt10q123109_21810.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
___________________
FORM
10-Q
____________________________
ý QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
quarterly period ended December 31, 2009
or
o
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
transition period from _______ to _______
Commission
file number 0-52493
VERACITY
MANAGEMENT GLOBAL, INC.
(Exact
Name Of Registrant As Specified In Its Charter)
Delaware
|
43-1889792
|
(State
of Incorporation)
|
(I.R.S.
Employer Identification No.)
|
|
|
7682 N Federal Highway
#1Boca Raton,
FL
|
33487
|
(Address
of Principal Executive Offices)
|
(ZIP
Code)
|
Registrant's
Telephone Number, Including Area Code: (561)998-8425
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No ¨
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes x No ¨
.Large Accelerated Filer
o
|
|
Accelerated
Filer o
|
|
Non-Accelerated
Filer o
(Do
not check if a smaller reporting company)
|
|
Smaller
Reporting Company þ
|
On
February 16, 2010, the Registrant had 16,643,057 shares of common stock issued
and outstanding.
PART
I FINANCIAL INFORMATION
|
|
Item
1. Financial Statements (Unaudited)
|
3
|
|
|
Item
2. Management’s Discussion and Analysis and Plan of
Operation
|
11
|
|
|
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
|
12
|
|
|
Item
4. Controls and Procedures
|
13
|
|
|
PART
II OTHER INFORMATION
|
|
|
|
Item
1. Legal Proceedings
|
13
|
|
|
Item
1A. Risk Factors
|
13
|
|
|
Item
2. Recent Sales of Unregistered Equity Securities and Use of
Proceeds
|
13
|
|
|
Item
3. Defaults Upon Senior Securities
|
13
|
|
|
Item
4. Submission of Matters to a Vote of Security Holders
|
13
|
|
|
Item
5. Other Information
|
13
|
|
|
Item
6. Exhibits
|
14
|
|
|
Signatures
|
15
|
|
|
PART
I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL
STATEMENTS (Unaudited)
VERACITY MANAGEMENT GLOBAL, INC.
BALANCE
SHEETS
|
|
(UNAUDITED)
|
|
(A Development Stage Company)
|
|
|
|
December 31,
|
|
|
June 30,
|
|
ASSETS
|
|
2009
|
|
|
2009
|
|
|
|
|
|
|
|
|
Current
Assets
|
|
$ |
- |
|
|
$ |
- |
|
Total
Current Assets
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS'
DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
|
|
|
|
Accounts
Payable
|
|
$ |
- |
|
|
$ |
3,524 |
|
Accounts
Payable - Related party
|
|
|
66,197 |
|
|
|
57,055 |
|
Total
Current Liabilities
|
|
|
66,197 |
|
|
|
60,579 |
|
|
|
|
|
|
|
|
|
|
Long-term
Debt
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Total
Liabilities
|
|
|
66,197 |
|
|
|
60,579 |
|
|
|
|
|
|
|
|
|
|
Stockholders'
Deficit
|
|
|
|
|
|
|
|
|
Preferred
Stock, $.001 par value, 5,000,000 shares
|
|
|
|
|
|
|
|
|
authorized,
0 shares issued and outstanding
|
|
|
- |
|
|
|
- |
|
Common
Stock, $.001 par value, 3,500,000,000 shares
|
|
|
|
|
|
|
|
|
authorized,
16,643,057 and 16,643,057 shares issued and
|
|
|
|
|
|
|
|
|
outstanding
at September 30, 2009 and June 30, 2008 respectively
|
|
|
16,635 |
|
|
|
16,635 |
|
Additional
paid-in capital
|
|
|
4,052,836 |
|
|
|
4,052,836 |
|
Accumulated
deficit during the development stage
|
|
|
(4,040,470 |
) |
|
|
(4,040,470 |
) |
Accumulated
deficit during the development stage
|
|
|
(95,198 |
) |
|
|
(89,580 |
) |
|
|
|
|
|
|
|
|
|
Total
Stockholders' Deficit
|
|
|
(66,197 |
) |
|
|
(60,579 |
) |
|
|
|
|
|
|
|
|
|
Total
Liabilities and Stockholders' Defecit
|
|
$ |
- |
|
|
$ |
- |
|
The
accompanying notes to financial statements are integral part of these financial
statements
VERACITY
MANAGEMENT GLOBAL, INC.
Statements
of Operations
For the
Three Months and Six Months Ended December 31, 2009 and 2008
(A
Development Stage Company)
(Unaudited)
|
|
Three
Months Ended
December
31,
|
|
|
Six
Months Ended
December
31,
|
|
|
Period
re-entered developmentStage (July 1, 2008) to December
31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
Revenues
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
Cost
of Sales
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Gross
Profit
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative
Expenses
|
|
|
1,000 |
|
|
|
3,500 |
|
|
|
4,400 |
|
|
|
26,733 |
|
|
|
43,980 |
|
General
Expenses
|
|
|
1,218 |
|
|
|
- |
|
|
|
1,218 |
|
|
|
50,000 |
|
|
|
51,218 |
|
Selling
Expenses
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Depreciation
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Total
Expenses
|
|
|
2,218 |
|
|
|
3,500 |
|
|
|
5,618 |
|
|
|
76,733 |
|
|
|
95,198 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
$ |
(2,218 |
) |
|
$ |
(3,500 |
) |
|
$ |
(5,618 |
) |
|
$ |
(76,733 |
) |
|
$ |
(95,198 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and Diluted Net Loss per Share
|
|
|
* |
|
|
|
* |
|
|
|
* |
|
|
|
* |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
Average Shares
|
|
|
16,643,057 |
|
|
|
16,643,057 |
|
|
|
16,643,057 |
|
|
|
15,692,237 |
|
|
|
16,637,308 |
|
__________
* less then ($0.01)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes to financial statements are integral part of these financial
statements
VERACITY MANAGEMENT GLOBAL, INC.
STATEMENT OF STOCKHOLDER'S COMPANY
(Unaudited)
(A Development Stage Company)
|
|
Common
Stock
Shares
|
|
|
Amount
|
|
|
Additional
Paid-in
Capital
|
|
|
Accumulated
Deficit During Developmnet
Stage
|
|
|
Accumulated
Deficit
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at June 30, 2009
|
|
|
16,643,057 |
|
|
$ |
16,635 |
|
|
$ |
4,052,836 |
|
|
$ |
(89,580 |
) |
|
$ |
(4,040,470 |
) |
|
$ |
(60,579 |
) |
Net
loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,618 |
) |
|
|
|
|
|
|
(5,618 |
) |
Balance
at December 31, 2009
|
|
|
16,643,057 |
|
|
$ |
16,635 |
|
|
$ |
4,052,836 |
|
|
$ |
(95,198 |
) |
|
$ |
(4,040,470 |
) |
|
$ |
(66,197 |
) |
The
accompanying notes to financial statements are integral part of these financial
statements
VERACITY MANAGEMENT GLOBAL, INC.
STATEMENT
OF CASH FLOW
(Unaudited)
(A
Development Stage Company)
|
|
|
|
Six
Months Ended, December 31,
|
|
|
Six
Months Ended, December 31,
|
|
|
Period
re-entered development stage (July 1, 2008) to December
31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Net
loss from continuing operations
|
|
$ |
(5,618 |
) |
|
$ |
(29,733 |
) |
|
$ |
(95,198 |
) |
Adjustments
to reconcile net loss to net cash
|
|
|
|
|
|
|
|
|
|
|
|
|
used
in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for services:
|
|
|
- |
|
|
|
3,000 |
|
|
|
50,000 |
|
Increase
(decrease) in:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
Receivable
|
|
|
- |
|
|
|
- |
|
|
|
(7,379 |
) |
Due
to Related Parties
|
|
|
9,142 |
|
|
|
- |
|
|
|
9,142 |
|
Accounts
Payable
|
|
|
(3,524 |
) |
|
|
26,733 |
|
|
|
36,056 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash used in operating activities
|
|
|
- |
|
|
|
- |
|
|
|
(7,379 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from sale of common stock
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by financing activities
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCREASE (DECREASE) IN CASH
|
|
|
- |
|
|
|
- |
|
|
|
(7,379 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
- BEGINNING OF PERIOD
|
|
|
- |
|
|
|
- |
|
|
|
7,379 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
- END OF PERIOD
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
Disclosure of Non-Cash Disposal of Assets related to Discontinued
Operations
|
|
|
|
|
|
Accounts
Receivable
|
|
$ |
- |
|
|
$ |
169,255 |
|
|
$ |
- |
|
Fixed
Assets
|
|
|
- |
|
|
|
5,041 |
|
|
|
- |
|
Other
Assets
|
|
|
- |
|
|
|
21,771 |
|
|
|
- |
|
Accounts
Payable
|
|
|
- |
|
|
|
(746,966 |
) |
|
|
- |
|
Accrued
Expenses
|
|
|
- |
|
|
|
(79,512 |
) |
|
|
- |
|
Note
Payable
|
|
|
- |
|
|
|
(294,798 |
) |
|
|
- |
|
Common
Stock
|
|
|
- |
|
|
|
(20,108 |
) |
|
|
- |
|
Additional
Paid in Capital
|
|
|
- |
|
|
|
945,317 |
|
|
|
- |
|
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
The
accompanying notes to financial statements are integral part of these financial
statements
VERACITY
MANAGEMENT GLOBAL, INC.
NOTES TO
FINANCIAL STATEMENTS
SIX
MONTHS ENDED DECEMBER 30, 2009
(A
Development Stage Company)
(Unaudited)
NOTE
1 – BASIS OF PRESENTATION
The
accompanying financial statements of Veracity Management Global, Inc (the
"Company", "VCMG") at December 31, 2009 have been prepared without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial
statements prepared in conformity with generally accepted accounting principles
have been omitted or condensed pursuant to such rules and regulations. These
statements should be read in conjunction with VCMG’s audited financial
statements and notes thereto included in VCMG’s Form 10-K. In management’s
opinion, these unaudited interim financial statements reflect all adjustments
(consisting of normal and recurring adjustments) necessary for a fair
presentation of the financial position and results of operations for each of the
periods presented. The accompanying unaudited interim financial statements for
the six months ended December 31, 2009 are not necessarily indicative of the
results which can be expected for the entire year.
Basis
of Presentation
The
Company follows accounting principles generally accepted in the United States of
America. Certain prior period amounts have been reclassified to
conform to the September 30, 2008 presentation. On August 2, 2007,
the Company’s Board of Directors approved a 1 for 73 reverse split of the
Company’s common stock by Action of the Board and a majority of shareholders.
All information related to common stock, warrants to purchase common stock and
earnings per share have been retroactively adjusted to give effect to the stock
split.
The
statements of operations show the effect of a reclassification of the
distribution of the subsidiary companies until July 1, 2008. The
reclassification included all parts of the prior operations for both subsidiary
companies as loss from discontinued operations for the prior reported
period.
In the
opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the
results of operations for the interim periods presented have been reflected
herein. The financial statements include the accounts of Veracity
Management Global, Inc and the operations of Secured Financial Data, Inc and
Veracity Management Group, Inc. are being reported as loss from discontinued
operations. Any inter-company transactions have been eliminated as part of the
transaction.
As a
development stage company, the Company continues to rely on infusions of debt
and equity capital to fund operations. The Company relies principally on cash
infusions from its directors and affiliates, and paid a significant amount of
personal services and salaries in the form of common stock.
Recently
Adopted Accounting Pronouncements
Effective
June 30, 2009, the Company adopted a new accounting standard issued by the FASB
related to the disclosure requirements of the fair value of the financial
instruments. This standard expands the disclosure requirements of fair value
(including the methods and significant assumptions used to estimate fair value)
of certain financial instruments to interim period financial statements that
were previously only required to be disclosed in financial statements for annual
periods. In accordance with this standard, the disclosure requirements have been
applied on a prospective basis and did not have a material impact on the
Company’s financial statements.
VERACITY
MANAGEMENT GLOBAL, INC.
NOTES TO
FINANCIAL STATEMENTS
SIX
MONTHS ENDED DECEMBER 30, 2009
(A
Development Stage Company)
(Unaudited)
In June
2009, the Financial Accounting Standards Board ("FASB") established the FASB
Accounting Standards Codification ( the "Codification") as the source of
authoritative accounting principles recognized by the FASB to be applied by
non-governmental entities in the preparation of financial statements in
conformity with GAAP. 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. The
introduction of the Codification does not change GAAP and other than the manner
in which new accounting guidance is referenced, the adoption of these changes
had no impact on the our consolidated financial statements.
Recently
Issued Accounting Standards
In August
2009, the FASB issued an amendment to the accounting standards related to the
measurement of liabilities that are recognized or disclosed at fair value on a
recurring basis. This standard clarifies how a company should measure the fair
value of liabilities and that restrictions preventing the transfer of a
liability should not be considered as a factor in the measurement of liabilities
within the scope of this standard. This standard is effective for the Company on
October 1, 2009. The Company does not expect the impact of its adoption to be
material to its financial statements.
In
October 2009, the FASB issued an amendment to the accounting standards related
to the accounting for revenue in arrangements with multiple deliverables
including how the arrangement consideration is allocated among delivered and
undelivered items of the arrangement. Among the amendments, this standard
eliminated the use of the residual method for allocating arrangement
considerations and requires an entity to allocate the overall consideration to
each deliverable based on an estimated selling price of each individual
deliverable in the arrangement in the absence of having vendor-specific
objective evidence or other third party evidence of fair value of the
undelivered items. This standard also provides further guidance on how to
determine a separate unit of accounting in a multiple-deliverable revenue
arrangement and expands the disclosure requirements about the judgments made in
applying the estimated selling price method and how those judgments affect the
timing or amount of revenue recognition. This standard, for which the Company is
currently assessing the impact, will become effective for the Company on January
1, 2011.
In
October 2009, the FASB issued an amendment to the accounting standards related
to certain revenue arrangements that include software elements. This standard
clarifies the existing accounting guidance such that tangible products that
contain both software and non-software components that function together to
deliver the product’s essential functionality, shall be excluded from the scope
of the software revenue recognition accounting standards. Accordingly, sales of
these products may fall within the scope of other revenue recognition standards
or may now be within the scope of this standard and may require an allocation of
the arrangement consideration for each element of the arrangement. This
standard, for which the Company is currently assessing the impact, will become
effective for the Company on January 1, 2011.
In April
2008, the FASB issued ASC 350-10, "Determination of the Useful Life of
Intangible Assets." ASC 350-10 amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
a recognized intangible asset under ASC 350-10, "Goodwill and Other Intangible
Assets." ASC No. 350-10 is effective for fiscal years beginning after
December 15, 2008. The adoption of this ASC did not have a material impact
on our consolidated financial statements.
VERACITY
MANAGEMENT GLOBAL, INC.
NOTES TO
FINANCIAL STATEMENTS
SIX
MONTHS ENDED DECEMBER 30, 2009
(A
Development Stage Company)
(Unaudited)
In April
2009, the FASB issued ASC 805-10, "Accounting for Assets Acquired and
Liabilities assumed in a Business Combination That Arise from Contingencies—an
amendment of FASB Statement No. 141 (Revised December 2007), Business
Combinations". ASC 805-10 addresses application issues raised by preparers,
auditors and members of the legal profession on initial recognition and
measurement, subsequent measurement and accounting and disclosure of assets and
liabilities arising from contingencies in a business combination. ASC 805-10 is
effective for assets or liabilities arising from contingencies in 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.
ASC 805-10 will have an impact on our accounting for any future
acquisitions and its consolidated financial statements.
In May
2009, the FASB issued SFAS No. 165, "Subsequent Events", which is included
in ASC Topic 855, Subsequent Events. ASC Topic 855 established principles and
requirements for evaluating and reporting subsequent events and distinguishes
which subsequent events should be recognized in the financial statements versus
which subsequent events should be disclosed in the financial statements. ASC
Topic 855 also requires disclosure of the date through which subsequent events
are evaluated by management. ASC Topic 855 was effective for interim periods
ending after June 15, 2009 and applies prospectively. Because ASC Topic 855
impacts the disclosure requirements, and not the accounting treatment for
subsequent events, the adoption of ASC Topic 855 did not impact our consolidated
results of operations or financial condition. See Note 10 for disclosures
regarding our subsequent events.
Effective
July 1, 2009, we adopted the Financial Accounting Standards Board ("FASB")
Accounting Standards Codification ("ASC") 105-10, Generally Accepted Accounting
Principles—Overall ("ASC 105-10"). ASC 105-10 establishes the FASB Accounting
Standards Codification (the "Codification") as the source of authoritative
accounting principles recognized by the FASB to be applied by nongovernmental
entities in the preparation of financial statements in conformity with
U.S. GAAP. Rules and interpretive releases of the SEC under authority of
federal securities laws are also sources of authoritative U.S. GAAP for SEC
registrants. All guidance contained in the Codification carries an equal level
of authority. The Codification superseded all existing non-SEC accounting and
reporting standards. All other non-grandfathered, non-SEC accounting literature
not included in the Codification is non-authoritative. The FASB will not issue
new standards in the form of Statements, FASB Staff Positions or Emerging Issues
Task Force Abstracts. Instead, it will issue Accounting Standards Updates
("ASUs"). The FASB will not consider ASUs as authoritative in their own right.
ASUs will serve only to update the Codification, provide background information
about the guidance and provide the bases for conclusions on the change(s) in the
Codification. References made to FASB guidance throughout these consolidated
financials have been updated for the Codification.
In August
2009, the FASB issued ASU No. 2009-05, Measuring Liabilities at Fair Value,
which provides additional guidance on how companies should measure liabilities
at fair value under ASC 820. The ASU clarifies that the quoted price for an
identical liability should be used. However, if such information is not
available, an entity may use the quoted price of an identical liability when
traded as an asset, quoted prices for similar liabilities or similar liabilities
traded as assets, or another valuation technique (such as the market or income
approach). The ASU also indicates that the fair value of a liability is not
adjusted to reflect the impact of contractual restrictions that prevent its
transfer and indicates circumstances in which quoted prices for an identical
liability or quoted price for an identical liability traded as an asset may be
considered level 1 fair value measurements. This ASU is effective
October 1, 2009. We are currently evaluating the impact of this standard,
but would not expect it to have a material impact on the consolidated results of
operations or financial condition.
VERACITY
MANAGEMENT GLOBAL, INC.
NOTES TO
FINANCIAL STATEMENTS
SIX
MONTHS ENDED DECEMBER 30, 2009
(A
Development Stage Company)
(Unaudited)
NOTE
2- GOING CONCERN
Veracity
Management Global, Inc.’s financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and settlement of
liabilities and commitments in the normal course of business for the foreseeable
future. Since inception, the Company has accumulated losses aggregating to
$4,135,668 and has insufficient working capital to meet operating needs for the
next twelve months as of December 31, 2009, all of which raise substantial doubt
about VCMG’s ability to continue as a going concern.
NOTE
3 – ACCOUNTS PAYABLE – RELATED PARTY
The
officers and directors of the Company have advanced funds to pay for the filing
and other necessary costs of the Company. The following are the advances from
the officers and directors:
|
|
December 31, 2009
|
|
|
June 30, 2009
|
|
|
|
|
|
|
|
|
Donald
W Prosser (Director)
|
|
$ |
60,19 |
|
|
$ |
51,055 |
|
Gregory
Paige (CEO & Director)
|
|
|
6,000 |
|
|
|
6,000 |
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
66,197 |
|
|
$ |
57,055 |
|
NOTE
4 – SUBSEQUENT EVENTS
There
were not any subsequent events through the date February 18, 2010.
ITEM 2:
MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATION
Forward-Looking
Statement
Some of
the statements contained in this quarterly report of Veracity Management Global,
Inc., a Delaware corporation (hereinafter referred to as "we", "us", "our",
"Company" and the "Registrant") discuss future expectations, contain projections
of our plan of operation or financial condition or state other forward-looking
information. Forward-looking statements give our current expectations or
forecasts of future events. You can identify these statements by the fact that
they do not relate strictly to historical or current facts. They use of words
such as "anticipate," "estimate," "expect," "project," "intend," "plan,"
"believe," and other words and terms of similar meaning in connection with any
discussion of future operating or financial performance. From time to time, we
also may provide forward-looking statements in other materials we release to the
public.
General
The
Registrant acquired its operating subsidiaries Veracity Management Group, a
Florida corporation ("VMG") and Secured Financial Data Inc., a Florida
corporation ("SFD") effective on July 1, 2006. Prior to the acquisition of its
operating subsidiaries, during the period from May 2002 until the acquisition of
its operating subsidiaries on July 1, 2006, the Registrant had only limited
business operations. The Registrant operated the above named subsidiaries until
July 1, 2008 until the when the Registrant rescinded the merger and the
Registrant has no business operations and is in the business of acquiring a
target company or business seeking the perceived advantages of being a publicly
held corporation. Our principal business objective for the next 12 months and
beyond such time will be to achieve long-term growth potential through a
combination with a business rather than immediate, short-term earnings. The
Registrant will not restrict our potential candidate target companies to any
specific business, industry or geographical location and, thus, may acquire any
type of business.
The
results of operations comparative information has no meaning as the operations
were removed as part of the rescinding of the mergers of the operating
businesses.
Results
of Operations For the Three Months and the Six Months Ended December 31, 2009
Compared to Three Months and the Six Months Ended December 31, 2008
The
results of the recession agreement made the Company a shell company as defined
in Rule 12b-2 of the Exchange Act.
Revenue: The Company recorded
revenue of $0 and $0 for the six months ended December 31, 2009 and 2008,
respectively. The Company recorded revenue of $0 and $0 for the three months
ended December 31, 2009 and 2008, respectively.
Cost of Service: The Company
recorded cost of services of $0 and $0 for the six months ended December 31,
2009 and 2008, respectively. The Company recorded cost of services of $0 and $0
for the three months ended December 31, 2009 and 2008,
respectively.
Administrative Expenses: Our
administrative expenses totaled $4,400 for the six-months ended December 31,
2009 as compared to $26,733 administrative expenses for the same period ended
December 31, 2008. Our administrative
expenses totaled $1,000 for the three-months ended December 31, 2009 as compared
to $3,500 administrative expenses for the same period ended December 31,
2008.
General Expenses General
expenses were $1,218 during the six-months ended December 31, 2009. There were
$50,000 general expenses for the six months period ended December 31, 2008. There were general
expenses of $1,218 during the three-months ended December 31, 2009. There were
no general expenses for the three months period ended December 31,
2008.
Selling expenses: There were
no selling expenses during the six months ended December 31, 2009 and for the
six months ended September 30, 2008. There were no selling
expenses during the three-months ended December 31, 2009 and for the three
months period ended December 31, 2008.
Net Loss: We incurred a net
loss of $5,618 during the six-month period ended December 31, 2009, compared to
a net loss of $76,733 during the six-month period ended December 30, 2008. We
incurred a net loss of $2,218 during the three-month period ended December 31,
2009, compared to a net loss of $3,500 during the three-month period ended
December 31, 2008.
Liquidity
and Capital Resources
At
December 31, 2009, we had $0 current assets compared to $0 current assets at
June 30, 2009. At December 31, 2009 and June 30, 2009, we had total assets of $0
and $0, respectively. We had total current liabilities of $66,197 at December
31, 2009 compared to $60,579 at June 30, 2009. We had long-term liabilities of
$0 as of December 31, 2009 compared to $0 at June 30, 2009.
We had no
working capital at December 31, 2009. Net cash used in operations during the
six-month period ended December 31, 2009 was $0. For the six-month period ended
December 31, 2008 the net cash provided from operations was $0.
During
the six-month period ended December 31, 2009, financing activities provided $0
compared to $0 during the same six-month period in the prior year.
There are
no limitations in the Company's articles of incorporation on the Company's
ability to borrow funds or raise funds through the issuance of restricted common
stock.
Plan
of Current and Future for the year 2010
The
Company has no business operations and is in the business of acquiring a target
company or business seeking the perceived advantages of being a publicly held
corporation. Our principal business objective for the next 12 months and beyond
such time will be to achieve long-term growth potential through a combination
with a business rather than immediate, short-term earnings. The Company will not
restrict our potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of
business.
ITEM
3. QUANTITATIVE and QAULITATIVE DISCUSSION ABOUT MARKET RISK
The
Company is defined by Rule 229.10 (f)(1) as a “Smaller Reporting Company” and is
not required to provide or disclose the information required by this item.
ITEM
4. CONTROLS AND PROCEDURES
As of
December 31, 2009, our Chief Executive Officer and Chief Financial Officer (the
“Certifying Officers”) conducted evaluations of our disclosure controls and
procedures. As defined under Sections 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934 Act, as amended (the “Exchange Act”) the term “disclosure
controls and procedures” means controls and other procedures of an issuer that
are designed to ensure that information required to be disclosed by the issuer
in the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
SEC’s rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by an issuer in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the issuer’s management,
including the Certifying Officers, to allow timely decisions regarding required
disclosure. Based on this evaluation, the Certifying Officers have concluded
that our disclosure controls and procedures were not effective to ensure that
material information is recorded, processed, summarized and reported by our
management on a timely basis in order to comply with our disclosure obligations
under the Exchange Act, and the rules and regulations promulgated there under.
The Certifying Officers’ conclusion that the Company’s disclosure controls and
procedures were not effective was based upon a determination that a deficiency
relating to measuring and recording the elements of a merger relating to the
Company’s accounting for the non-cash compensation in the transaction, as
discussed below.
As of
December 31, 2009, there were no other changes in our internal control over
financial reporting during the subject fiscal quarter that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
PART
II - OTHER INFORMATION
ITEM 1. LEGAL
PROCEEDINGS
None.
ITEM 2.
RECENT SALES OF UNREGISTERED EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER
INFORMATION
None.
(a) The
following documents are filed as exhibits to this report on Form 10-Q or
incorporated by reference herein.
Exhibit
No.
|
Description
|
|
|
31.1
|
Certification
of CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
31.2
|
Certification
of CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
32.1
|
Certification
of CEO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
Certification
of CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of
2002.
|
Veracity
Management Global, Inc.
SIGNATURES
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 date indicated.
/s/Gregory L. Paige
|
Gregory
L. Paige
|
CEO
|
Dated: February 19, 2010
|
|
|
/s/ Mark L. Baker
|
Mark
L. Baker
|
CFO
|
Dated: February 19, 2010
|