Veracity Management Global, Inc. - FORM 10-Q

Attached files

file	filename
EX-31.1 - CERTIFICATION - Veracity Management Global, Inc.	vcmg_ex311.htm
EX-31.2 - CERTIFICATION - Veracity Management Global, Inc.	vcmg_ex312.htm
EX-32.1 - CERTIFICATION - Veracity Management Global, Inc.	vcmg_ex321.htm
EX-32.2 - CERTIFICATION - Veracity Management Global, Inc.	vcmg_ex322.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 10-Q

_______________

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

For the quarterly period ended December 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 þ No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o

Large Accelerated Filer	o	Accelerated Filer	o
Non-Accelerated Filer	o	Smaller Reporting Company	þ
(Do not check if a smaller reporting company)

On February 10, 2012, the Registrant had 16,643,057 shares of common stock issued and outstanding.

TABLE OF CONTENTS

Item	Description	Page

PART I - FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS. (Unaudited)		3
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATION.		9
ITEM 3	QUANTITATIVE and QUALITATIVE DISCUSSION ABOUT MARKET RISK		10
ITEM 4.	CONTROLS AND PROCEDURES		10

PART II – OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS.		11
ITEM 2.	RECENT SALES OF UNREGISTERED EQUITY SECURITIES AND USE OF PROCEEDS		11
ITEM 3.	DEFAULT UPON SENIOR SECURITIES.		11
ITEM 4.	SUBMISSION OF MATERS TO A VOTE OF SECURITY HOLDERS.		11
ITEM 5.	OTHER INFORMATION.		11
ITEM 6.	EXHIBITS		12

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	2011			2011

Current Assets
Cash	$	672		$	585
Total Current Assets		672			585


Total Assets	$	672		$	585

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts Payable	$	965		$	1,126
Accounts Payable - Related party		85,124			79,262
Total Current Liabilities		86,089			80,388

Total Non - Current Liabilities		-			-

Total Liabilities		86,089			80,388

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 December 31, 2011 and June 30, 2011 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		(114,418	)		(108,804	)

Total Stockholders' Deficit		(85,417	)		(79,803	)

Total Liabilities and Stockholders' Defecit	$	672		$	585

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

VERACITY MANAGEMENT GLOBAL, INC.

STATEMENT OF STOCKHOLDERS' DEFICIT

(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, 2011		16,643,057	$	16,635	$	4,052,836	$	(108,804	)	$	(4,040,470	)	$	(79,803	)
Net loss								(5,614	)					(5,614	)
Balance at December 31, 2011		16,643,057	$	16,635	$	4,052,836	$	(114,418	)	$	(4,040,470	)	$	(85,417	)

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

VERACITY MANAGEMENT GLOBAL, INC.

Statements of Operations

For the Three Months Ended December 30, 2011 and 2010 and the period from July 1, 2008 to December 30, 2011

(A Development Stage Company)

(Unaudited)

	Three Months Ended December 31, 2011			Three Months Ended December 31, 2010			Six Months Ended December 31, 2011			Six Months Ended December 31, 2010			Period re-entered development Stage (July 1, 2008) to December 31, 2011
Revenues	$	-		$	-		$	-		$	-		$	-
Cost of Sales		-			-			-			-			-
Gross Profit		-			-			-			-			-
Expenses
Administrative Expenses		1,000			2,200			4,000			4,723			56,828
General Expenses		1,438			994			1,614			1,614			57,590
Total Expenses		2,438			3,194			5,614			6,337			114,418

Net Loss	$	(2,438	)	$	(3,194	)	$	(5,614	)	$	(6,337	)	$	(114,418	)

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

VERACITY MANAGEMENT GLOBAL, INC.

STATEMENT OF CASH FLOWS

(Unaudited)

(A Development Stage Company)

	Three Months Ended, December 31, 2011			Three Months Ended, December 31, 2010			Period re-entered development stage (July 1, 2008) to December 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continuing operations	$	(5,614	)	$	(7,954	)	$	(114,418	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Shares issued for services:		-			-			50,000
Increase (decrease) in:
Accounts Payable		(161	)		(2,214	)		4,489

Net cash used in operating activities		(5,775	)		(10,168	)		(59,929	)

CASH FLOWS FROM FINANCING ACTIVITIES
Related party - acconts payable		5,862			10,168			60,601

Net cash provided by financing activities		5,862			10,168			60,601

NET INCREASE (DECREASE) IN CASH		87			-			672

CASH - BEGINNING OF PERIOD		585			-			-

CASH - END OF PERIOD	$	672		$	-		$	672

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 31, 2011

(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, 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 six months ended December 31, 2011 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 January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements. This update provides amendment to the codification regarding the disclosures required for fair value measurements. The key amendments include: (a) a requirement to disclose transfer in and out of Level 1 and 2; (b) activity in Level 3 should show information about purchases, sales, settlements, etc. on a gross basis rather than as net basis; and (c) additional disclosures about inputs and valuation techniques. The new disclosure requirements are effective for periods beginning after December 31, 2009, except for the gross disclosures of purchases, etc. which is effective for periods beginning after December 15, 2010. The Company adopted this update on January 1, 2010, and it did not have a significant impact on the Financial Statements.

In January 2010, the FASB issued ASU 2010-02, Consolidation (Topic 810) — Accounting and Reporting for Decreases in Ownership of a Subsidiary — a Scope Clarification. This update provides clarification about Topic 810 (previously Statement of Accounting Standards (“SFAS”) No. 160, Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51) and clarifies that the de-recognition provisions of Topic 810 apply to (a) a subsidiary or group of assets that is a business or nonprofit activity; (b) a subsidiary that is a business or nonprofit activity that is transferred to an equity method investee or joint venture; and (c) an exchange of a group of assets that constitutes a business or nonprofit activity for a noncontrolling interest in an entity. This update is effective for the first reporting period beginning after December 15, 2009. The Company adopted this update effective January 1, 2010, and it did not have a significant impact on the Financial Statements.

In September 2010, the SEC issued Release 33-9142 which amended the SEC’s rules and forms to remove the requirement for issuers that are neither accelerated filers nor large accelerated filers to obtain an auditor attestation report on internal control over financial reporting. Therefore, smaller reporting companies will not need their auditors to test internal controls; however, management will still need to do its assessment for the year ended June 30, 2011. We did not obtain an opinion on the Company’s internal controls over financial reporting for the year ended June 30, 2011 due to this change in the requirement.

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 $4,154,888 and has insufficient working capital to meet operating needs for the next twelve months as of December 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:

	December 31, 2011		June 30, 2011

Donald W Prosser (Director)	$	79,124	$	73,262
Gregory Paige (CEO & Director)		6,000		6,000

Total	$	85,124	$	79,262

NOTE 4 – SUBSEQUENT EVENTS

There were not any subsequent events through the date of issuance of this report.

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, 2011 Compared to Three Months and the Six Months Ended December 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 six months ended December 31, 2011 and 2010, respectively. The Company recorded revenue of $0 and $0 for the three months ended December 31, 2011 and 2010, respectively.

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

Administrative Expenses: Our administrative expenses totaled $4,000 for the six-months ended December 31, 2011 as compared to $4,723 administrative expenses for the same period ended December 31, 2010. Our administrative expenses totaled $1,000 for the three-months ended December 31, 2011 as compared to $2,200 administrative expenses for the same period ended December 31, 2010.

General Expenses General expenses were $1,614 during the six-months ended December 31, 2011. There were $1,614 general expenses for the six months period ended December 31, 2010. There were general expenses of $1,438 during the three-months ended December 31, 2011. There was $994 in general expenses for the three months period ended December 31, 2010.

Net Loss: We incurred a net loss of $5,614 during the six-month period ended December 31, 2011, compared to a net loss of $6,337 during the six-month period ended December 30, 2010. We incurred a net loss of $2,438 during the three-month period ended December 31, 2011, compared to a net loss of $3,194 during the three-month period ended December 31, 2010.

Liquidity and Capital Resources

At December 31, 2011, we had $ 672 current assets compared to $ 585 current assets at June 30, 2011. At December 31, 2011 and June 30, 2011, we had total assets of $ 672 and $ 585, respectively. We had total current liabilities of $86,089 at December 31, 2011 compared to $80,388 at June 30, 2011. We had long-term liabilities of $0 as of December 31, 2011 compared to $0 at June 30, 2011.

We had no working capital at December 31, 2011. Net cash used in operations during the six-month period ended December 31, 2011 was $5,775. For the six-month period ended December 31, 2011 the net cash used in operations was $10,168.

During the six-month period ended December 31, 2011, financing activities provided $5,862 compared to $10,168 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 2012

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, 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 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, 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.

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.

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 15, 2012

/s/ Mark L. Baker
Mark L. Baker
CFO

Dated: February 15, 2012

Veracity Management Global, Inc. - FORM 10-Q - February 15, 2012

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Veracity Management Global, Inc. Reports