Veracity Management Global, Inc. - FORM 10-Q

Attached files

file	filename
EX-31.2 - CERTIFICATION - Veracity Management Global, Inc.	vcmg_ex312.htm
EX-31.1 - CERTIFICATION - Veracity Management Global, Inc.	vcmg_ex311.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 March 31, 2012

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 Dr.Boca Raton, FL		33433
(Address of Principal Executive Offices)		(ZIP Code)

Registrant's Telephone Number, Including Area Code: (561)613-1888

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 ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ 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 April 23, 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 MATTERS TO A VOTE OF SECURITY HOLDERS.		11
ITEM 5.	OTHER INFORMATION.		11
ITEM 6.	EXHIBITS

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (Unaudited)

VERACITY MANAGEMENT GLOBAL, INC.
BALANCE SHEETS
(UNAUDITED)
(A Development Stage Company)
		March 31,			June 30,
		2012			2011
ASSETS
Current Assets
Cash		$	568		$	585
	Total Current Assets		568			585


	Total Assets	$	568		$	585

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts Payable		$	1,134		$	1,126
Accounts Payable - Related party			87,124			79,262
	Total Current Liabilities		88,258			80,388

	Total Liabilities		88,258			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 March 31, 2012 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			(116,691	)		(108,804	)

	Total Stockholders' Deficit		(87,690	)		(79,803	)

	Total Liabilities and Stockholders' Deficit	$	568		$	585

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

VERACITY MANAGEMENT GLOBAL, INC.

Statements of Operations

For the Three Months and Nine Months Ended March 31, 2012 and 2011 and the period

re-entered development stage (July, 1, 2008) to March 31, 2012

(A Development Stage Company)

(Unaudited)

													Period re-entered development Stage (July 1, 2008) to March 31,
	Three Months Ended March 31,			Three Months Ended March 31,			Nine Months Ended March 31,			Nine Months Ended March 31,
	2012			2011			2012			2011			2012
Revenues	$	-		$	-		$	-		$	-		$	-
Cost of Sales		-			-			-			-			-
Gross Profit		-			-			-			-			-
Expenses
Administrative Expenses		1,000			1,125			5,000			5,848			57,828
General Expenses		1,273			341			2,887			1,955			58,963
Total Expenses		2,273			1,466			7,887			7,803			116,791
Other income
Interest income		--			100			--			100			100

Net Loss	$	(2,273	)	$	(1,366	)	$	(7,887	)	$	(7,703	)	$	(116,691	)

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 the 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 development 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								(7,887	)					(7,887	)
Balance at March 31, 2012		16,643,057	$	16,635	$	4,052,836	$	(116,691	)	$	(4,040,470	)	$	(87,690	)

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

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,
	2012			2011			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continuing operations	$	(7,887	)	$	(7,703	)	$	(116,691	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Shares issued for services:		-			-			50,000
Increase (decrease) in:
Accounts Payable		8			-			1,134

Net cash used by operating activities		(7,879	)		(7,703	)		(65,557	)

CASH FLOWS FROM FINANCING ACTIVITIES
Related Parties - accounts payable		7,862			8,303			66,125

Net cash provided by financing activities		7,862			8,303			66,125

NET INCREASE (DECREASE) IN CASH		(17	)		600			568

CASH - BEGINNING OF PERIOD		585			-			-

CASH - END OF PERIOD	$	568		$	600		$	568

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

VERACITY MANAGEMENT GLOBAL, INC.

NOTES TO FINANCIAL STATEMENTS

NINE MONTHS ENDED MARCH 31, 2012

(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, 2012 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, 2012 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 $4,157,161 and has insufficient working capital to meet operating needs for the next twelve months as of March 31, 2012, 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, 2012		June 30, 2011
Donald W Prosser (Director)	$	81,124	$	73,262
Gregory Paige (CEO & Director)		6000		6000

Total	$	87,124	$	79,262

NOTE 4 – SUBSEQUENT EVENTS

There were not any subsequent events through the date May 21, 2012.

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, 2012 Compared to Three Months and the Nine Months Ended March 31, 2011

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, 2012 and 2011, respectively. The Company recorded revenue of $0 and $0 for the three months ended March 31, 2012 and 2011, respectively.

Cost of Service: The Company recorded cost of services of $0 and $0 for the nine months ended March 31, 2012 and 2011, respectively. The Company recorded cost of services of $0 and $0 for the three months ended March 31, 2012 and 2011, respectively.

Administrative Expenses: Our administrative expenses totaled $5,000 for the nine-months ended March 31, 2012 as compared to $5,848 administrative expenses for the same period ended March 31, 2011. Our administrative expenses totaled $1,000 for the three-months ended March 31, 2012 as compared to $1,125 administrative expenses for the same period ended March 31, 2011.

General Expenses General expenses were $2,887 during the nine-months ended March 31, 2012. There were $1,955 general expenses for the nine months period ended March 31, 2011. There were general expenses of $1,273 during the three-months ended March 31, 2012. There were general expenses of $341 for the three months period ended March 31, 2011.

Selling expenses: There were no selling expenses during the nine months ended March 31, 2012 and for the nine months ended March 31, 2011. There were no selling expenses during the three-months ended March 31, 2012 and for the three months period ended March 31, 2011.

Net Loss: We incurred a net loss of $7,887 during the nine-month period ended March 31, 2011, compared to a net loss of $7,703 during the nine-month period ended March 31, 2011. We incurred a net loss of $2,273 during the three-month period ended March 31, 2012, compared to a net loss of $1,366 during the three-month period ended March 31, 2011.

Liquidity and Capital Resources

At March 31, 2012, we had $568 current assets compared to $585 current assets at June 30, 2011. We had total current liabilities of $88,258 at March 31, 2012 compared to $80,388 at June 30, 2011. We had long-term liabilities of $0 as of March 31, 2012 compared to $0 at June 30, 2011.

We had deficit working capital of $87,690 at March 31, 2012.

Net cash used by operations during the nine-month period ended March 31, 2012 was $(7,879). For the nine-month period ended March 31, 2011 the net cash used by operations was $(7,703).

During the nine-month period ended March 31, 2012, financing activities provided $7,862 compared to $8,303 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 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 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, 2012, 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.

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.

	Veracity Management Global, Inc.

Dated: May 21, 2012	By:	/s/ Gregory L. Paige
		Gregory L. Paige
		CEO


Dated: May 21, 2012	By:	/s/ Mark L. Baker
		Mark L. Baker
		CFO

Veracity Management Global, Inc. - FORM 10-Q - May 21, 2012

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Veracity Management Global, Inc. Reports