Edgar Filing: Veracity Management Global, Inc.

veracity10q33111_51911.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 March 31, 2011

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.)

21819 Town Place Drive, Boca Raton, FL	33433
(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 May 13, 2011, the Registrant had 16,643,057 shares of common stock issued and outstanding.

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION
Item 1. Financial Statements	3

Item 2. Management’s Discussion and Analysis and Plan of Operation	10

Item 3. Quantitative and Qualitative Disclosures About Market Risk	11

Item 4. Controls and Procedures	12

PART II OTHER INFORMATION

Item 1. Legal Proceedings	12

Item 1A. Risk Factors	12

Item 2. Recent Sales of Unregistered Equity Securities and Use of Proceeds	12

Item 3. Defaults Upon Senior Securities	12

Item 4. Submission of Matters to a Vote of Security Holders	12

Item 5. Other Information	12

Item 6. Exhibits	13

Signatures	14

- 2 -

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (Unaudited)

		March 31,			June 30,
		2011			2010
ASSETS

Current Assets
Cash		$	600		$	-
	Total Current Assets		600			-


	Total Assets	$	600		$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts Payable		$	-		$	-
Accounts Payable - Related party			78,262			69,959
	Total Current Liabilities		78,262			69,959

	Total Liabilities		78,262			69,959

Stockholders' Deficit
Preferred Stock, $.001 par value, 5,000,000 shares
authrized, 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 mARCH 31, 2010 and June 30, 2009 respectively			16,635			16,635
Additional paid-in capital			4,052,836			4,052,836
Accumulated deficit prior to development stage			(4,040,470	)		(4,040,470	)
Accumulated deficit during the development stage			(106,663	)		(98,960	)

	Total Stockholders' Deficit		(77,662	)		(69,959	)

	Total Liabilities and Stockholders' Defecit	$	600		$	-

The accompanying notes to financial statements are integral part of these financial statements

- 3 -

VERACITY MANAGEMENT GLOBAL, INC.

Statements of Operations

For the Three Months and Nine Months Ended March 31, 2011 and 2010 and the period

re-entered development stage (July, 1, 2008) to March 31, 2011

(A Development Stage Company)

(Unaudited)

													Period re-entered development
	Three Months Ended March 31,			Three Months Ended March 31,			Nine Months Ended March 31,			Nine Months Ended March 31,			Stage (July 1, 2008) to March 31,
	2011			2010			2011			2010			2011
Revenues	$	-		$	-		$	-		$	-		$	-
Cost of Sales		-			-			-			-			-
Gross Profit		-			-			-			-			-
Expenses
Administrative Expenses		1,125			1,000			5,848			5,400			49,980
General Expenses		341			1,336			1,955			2,554			56,783
Selling Expenses		-			-			-			-			-
Total Expenses		1,466			2,336			7,803			7,954			106,763
Other income
Interest income		100			-			100			-			100

Net Loss	$	(1,366	)	$	(2,336	)	$	(7,703	)	$	(7,954	)	$	(106,663	)

Basic and Diluted Net Loss per Share		*			*			*			*

Weighted Average Shares		16,643,057			16,643,057			16,643,057			16,643,057
* less then ($0.01)

The accompanying notes to financial statements are integral part of these financial statements

- 4 -

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, 2010		16,643,057	$	16,635	$	4,052,836	$	(98,960	)	$	(4,040,470	)	$	(69,959	)
Net loss								(7,703	)					(7,703	)
Balance at March 31, 2011		16,643,057	$	16,635	$	4,052,836	$	(106,663	)	$	(4,040,470	)	$	(77,662	)

The accompanying notes to financial statements are integral part of these financial statements

- 5 -

VERACITY MANAGEMENT GLOBAL, INC.

STATEMENTS OF CASH FLOW

(Unaudited)

(A Development Stage Company)

	Nine Months Ended March 31,			Nine Months Ended March 31,			Period re-entered development stage (July 1, 2008) to March 31,
	2011			2010			2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continuing operations	$	(7,703	)	$	(7,954	)	$	(106,663	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Shares issued for services:		-			-			50,000
Increase (decrease) in:
Due to Related Parties		8,303			10,168			55,953
Accounts Payable		-			(2,214	)		1,310

Net cash provided by operating activities		600			-			600

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		-			-			-

Net cash provided by financing activities		-			-			-

NET INCREASE (DECREASE) IN CASH		600			-			600

CASH - BEGINNING OF PERIOD		-			-			-

CASH - END OF PERIOD	$	600		$	-		$	600

The accompanying notes to financial statements are integral part of these financial statements

- 6 -

VERACITY MANAGEMENT GLOBAL, INC.

NOTES TO FINANCIAL STATEMENTS

SIX MONTHS ENDED DECEMBER 31, 2010

(A Development Stage Company)

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION

The accompanying financial statements of Veracity Management Global, Inc (the "Company", "VCMG") at March 31, 2011 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 nine months ended March 31, 2010 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 Issued Accounting Standards

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 financial statements.

- 7 -

VERACITY MANAGEMENT GLOBAL, INC.

NOTES TO FINANCIAL STATEMENTS

SIX MONTHS ENDED DECEMBER 31, 2010

(A Development Stage Company)

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION (continued)

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 financial statements.

In May 2009, the FASB issued 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.

On July 1, 2009, the Company adopted ASU No. 2009-05, Fair Value Measurements and Disclosures (Topic

820) (ASU 2009-05). ASU 2009-05 provided amendments to ASC 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities. ASU 2009-05 provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using certain techniques. ASU 2009-05 also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of a liability. ASU 2009-05 also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. The adoption of ASU 2009-05 did not have a material impact on the Company’s results of operations or financial condition.

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 the financials have been updated for the Codification.

- 8 -

VERACITY MANAGEMENT GLOBAL, INC.

NOTES TO FINANCIAL STATEMENTS

SIX MONTHS ENDED DECEMBER 31, 2010

(A Development Stage Company)

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION (continued)

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 our results of operations or financial condition.

Management does not anticipate that the adoption of these standards will have a material impact on the financial statements.

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 $4,147,133 and has insufficient working capital to meet operating needs for the next twelve months as of March 31, 2011, 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:

	March 31, 2011		June 30, 2010

Donald W Prosser (Director)	$	72,362	$	63,959
Gregory Paige (CEO & Director)		6,000		6,000

Total	$	78,262	$	69,959

NOTE 4 – SUBSEQUENT EVENTS

There were not any subsequent events through the date May 18, 2011.

- 9 -

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 Nine Months Ended March 31, 2011 Compared to Three Months and the Nine Months Ended March 31, 2010

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 nine months ended March 31, 2011 and 2010, respectively. The Company recorded revenue of $0 and $0 for the three months ended March 31, 2011 and 2010, respectively.

Cost of Service: The Company recorded cost of services of $0 and $0 for the nine months ended March 31, 2011 and 2010, respectively. The Company recorded cost of services of $0 and $0 for the three months ended March 31, 2011 and 2010, respectively.

Administrative Expenses: Our administrative expenses totaled $5,848 for the nine-months ended March 31, 2011 as compared to $5,400 administrative expenses for the same period ended March 31, 2010. Our administrative expenses totaled $1,125 for the three-months ended March 31, 2011 as compared to $1,000 administrative expenses for the same period ended March 31, 2010.

General Expenses General expenses were $1,955 during the nine-months ended March 31, 2011. There were $2,554 general expenses for the nine months period ended March 31, 2010. There were general expenses of $341 during the three-months ended March 31, 2011. There were general expenses of $1,336 for the three months period ended March 31, 2010.

- 10 -

Selling expenses: There were no selling expenses during the nine months ended March 31, 2011 and for the nine months ended March 31, 2010. There were no selling expenses during the three-months ended March 31, 2011 and for the three months period ended March 31, 2010.

Net Loss: We incurred a net loss of $7,703 during the nine-month period ended March 31, 2011, compared to a net loss of $7,954 during the nine-month period ended March 31, 2010. We incurred a net loss of $1,366 during the three-month period ended March 31, 2011, compared to a net loss of $2,336 during the three-month period ended March 31, 2010.

Liquidity and Capital Resources

At March 31, 2011, we had $600 current assets compared to $0 current assets at June 30, 2010. We had total current liabilities of $78,262 at March 31, 2011 compared to $69,959 at June 30, 2010. We had long-term liabilities of $0 as of March 31, 2011 compared to $0 at June 30, 2010.

We had deficit working capital of $77,662 at March 31, 2011. Net provided by operations during the nine-month period ended March 31, 2011 was $600. For the nine-month period ended March 31, 2010 the net cash provided from operations was $0.

During the nine-month period ended March 31, 2011, financing activities provided $0 compared to $0 during the same nine-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 2011

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.

- 11 -

ITEM 4. CONTROLS AND PROCEDURES

As of March 31, 2011 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 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 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 thereunder.

As of March 31, 2011, 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.

- 12 -

ITEM 6. EXHIBITS

(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.

- 13 -

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: May 19, 2011

/s/ Mark L. Baker

Mark L. Baker

CFO

Dated: May 19, 2011

- 14 -