QTRLY REPORT FOR THE QTR ENDED 9-30-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q /A

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

ACT OF 1934

For the quarterly period ended September 30, 2010

or

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 333-136492

VERIFY SMART CORP.

(Exact name of registrant as specified in its charter)

             Nevada                                       

 20-5005810

  (State or other jurisdiction                 

(IRS Employer Identification No.)

of incorporation or organization)

57 Montague Street, Brooklyn NY 11201

(Address of principal executive offices)

( 718 ) 855-7136

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year,

if changed since last report)

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. [X] YES [ ] NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (ss.229.405 of this chapter) during the preceding 12 months (or for such shorter period that

the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act

Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act [X] YES [ ] NO

1

As of September 29, 2012, 52,785,000 shares of the registrant’s common stock, par value $0.001, were issued and outstanding.

EXPLANATORY NOTE

This Form 10-Q/A (“Amendment”) amends the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2010, filed with the Securities and Exchange Commission on November 15, 2010 (“Annual Report”). The purpose of this Amendment is to amend the following items in the Annual Report:

The purpose of this Amendment is to amend the following items in the Quarterly Report:

(i)	The financial statements have now been reviewed and consented to by the Company's independent accountants, Revisions to the financial statements for the periods ended September 30, 2010 as originally filed, which also have been reflected elsewhere in this Quarterly Report, are as follows: in the balance sheet, total assets have increased by $800; shareholders’ equity has decreased by $6,545; in the statement of operations, net loss for the three months ended September 30, 2010 and from May 31, 2006 (inception) to September 30, 2010, have increased by $6,545 and $61,545, respectively; recent accounting pronouncements have been updated; subsequent events disclosure has been updated to a current date; certain minor formatting has been revised; disclosure clarifications have been added to financial statement notes and management’s discussion and analysis of financial condition and results of operations.
(ii)	Comparative financial statements as at June 30, 2010 and for the year ended June 30, 2010 have been amended to show disclosure of: a) a private placement dated June 30, 2010 of 550,000 shares of common stock at $0.10 per share for cash proceeds of $55,000, as well as issuance of 20,000 shares of common stock at a deemed fair value of $2,000 in connection with the private placement, and b) additional management fees paid of $55,000 paid during the 12 months ended June 30, 2010.

VERIFY SMART CORP.

 

Quarterly Report on Form 10-Q for the period ended September 30, 2010

 

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INDEX

 

					Page
PART I - FINANCIAL INFORMATION
Item 1.		Financial Statements
		Unaudited Balance Sheets				6
		Unaudited Statements of Operations				7
		Unaudited Statements of Cash Flows				8
		Unaudited Statements of Stockholders’ Equity				9
		Unaudited Condensed Notes to the Interim Financial Statements				11
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations				18
Item 3.		Quantitative and Qualitative Disclosures About Market Risk				30
Item 4.		Controls and Procedures				30
PART II - OTHER INFORMATION
Item 1.			Legal Proceedings			31
Item 1A.			Risk Factors			31
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			31
Item 3.			Defaults Upon Senior Securities			31
Item 4.			Submission of Matters to a Vote of Security Holders			31
Item 5.			Other Information			31
Item 6.			Exhibits			32
Signatures						33

 

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

These financial statements have been prepared by Verify Smart Corp. without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted in accordance with such SEC rules and regulations. In the opinion of management, the accompanying statements contain all adjustments necessary to present fairly the financial position of our company as of September 30, 2010, and our results of operations, and our cash flows for the three month period ended September 30, 2010. The results for these interim periods are not necessarily indicative of the results for the entire year. The accompanying financial statements should be read in conjunction with the financial statements and the notes thereto filed as a part of our company's Form 10-K.

4

VERIFY SMART CORP.

(A Development Stage Company)

FINANCIAL STATEMENTS

SEPTEMBER 30, 2010

(Stated in U.S. Dollars)

(Unaudited)

5

VERIFY SMART CORP.

(A Development Stage Company)

BALANCE SHEETS

(Stated in U.S. Dollars)

(Unaudited)

	As Of September 30, 2010			As of June 30, 2010
Assets
Current
Cash	$           2,728			$          9,728
Prepaid expenses	185,937			212,570
Total Current Assets	188,665			222,298
Prepaid Expense- long-term	-			26,563
Total Assets	$       188,665			$      248,861
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable	$         15,461			$        20,289
Loan Payable	118,149			111,999
Total Liabilities	133,610			132,288
Stockholders' Equity
Share Capital Authorized:
Common Stock- $0.001 par value, 250,000,000 shares
Issued and Outstanding:
Common Stock- 52,785,000 shares (June 30, 2010- 52,785,000 shares)	52,785			52,785
Additional Paid-in Capital	1,433,337			1,433,337
Accumulated Deficit during the Development Stage	(1,431,067)			(1,369,549)
Total Stockholders' Equity	55,055			116,573
Total Liabilities and Stockholders' Equity	$       188,665			$      248,861

The accompanying condensed notes are an integral part of these interim financial statements.

6

VERIFY SMART CORP.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Stated in U.S. Dollars)

(Unaudited)

The accompanying condensed notes are an integral part of these interim financial statements.

7

VERIFY SMART CORP.

(A Development Stage Company)

 

STATEMENTS OF CASH FLOWS

(Stated in U.S. Dollars)

(Unaudited)

The accompanying condensed notes are an integral part of these interim financial statements.

8

Verify Smart Corp.

(Development Stage Company)

Statements of Stockholders' Equity

From May 31,2006 (Inception) to September 30, 2010 (Stated in U.S. Dollars) (Unaudited)

 

		Common Stock
		Shares #				Par Value $				Additional Paid-in Capital $				Deficit Accumulated During the Development Stage $				Total $
Balance - May 31, 2006 (Date of Inception)
Stock issued for cash on May 31, 2006 at $0.0003 per share			30,000,000				30,000				(20,000	)		-					10,000
Net loss for the period			-				-				-				(430	)			(430	)
Balance - June 30, 2006			30,000,000				30,000				(20,000	)			(430	)			9,570
Stock issued for cash on October 31, 2006
at $0.0013 per share			30,000,000				30,000				10,000				-				40,000
Net loss for the year			-				-				-				(14,000	)			(14,000	)
Balance - June 30, 2007			60,000,000				60,000				(10,000	)			(14,430	)			35,570
Net loss for the year			-				-				-				(14,502	)			(14,502	)
Balance - June 30, 2008			60,000,000				60,000				(10,000	)			(28,932	)			21,068
Stock issued for consulting services			1,015,000				1,015				850,735				-				851,750
Stock issued for cash on May 27, 2009 at $1.25 per share, net of share issuance costs			10,000				10				11,362				-				11,372
Net loss for the year			-				-				-				(494,853	)			(494,853	)
Balance - June 30, 2009			61,025,000				61,025				852,097				(523,785	)			389,337
Stock issued for consulting services			1,190,000				1,190				516,810				-				518,000
Stock cancelled			(10,000,000	)			(10,000	)			10,000				-				-
Stock issued for cash on June 30, 2010 at $0.10 per share			550,000				550				54,450				-				55,000
Stock issued for finders fees			20,000				20				(20	)			-				-
Net loss for the year			-				-				-				(845,764	)			(845,764	)
Balance – June 30, 2010			52,785,000				52,785				1,433,337				(1,369,549	)			116,573
Net loss for the period			-				-				-				(61,518	)			(61,518	)
Balance – September 30, 2010			52,785,000			$	52,785			$	1,433,337			$	(1,431,067	)		$	55,055

The accompanying condensed notes are an integral part of these interim financial statements.

10

VERIFY SMART CORP.

(A Development Stage Company)

CONDENSED NOTES TO THE INTERIM FINANCIAL STATEMENTS

THREE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

(Stated in U.S. Dollars)

(Unaudited)

1.

ORGANIZATION AND DESCRIPTION OF BUSINESS

Verify Smart Corp. (the "Company")) was incorporated under the laws of the State of Nevada on May 31, 2006. The Company was originally formed to engage in the acquisition, exploration and development of natural resource properties. Effective March 25, 2009, the Company entered into a joint venture agreement with Verified Capital Corp. and Verified Transactions Corp. relating to the formation and operation of a joint venture corporation that will sell internet security software for credit card fraud prevention (Note 6).

2.

GOING CONCERN

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has incurred a net loss since inception of $1,431,067 for the period from May 31, 2006 (inception) to September 30, 2010, has a stockholders’ equity of only $55,055, and has no revenue. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development and marketing of its projects. The Company plans to continue as a going concern by actively developing and marketing its technology. It intends to raise additional capital for the development and marketing of its project primarily through the issuance of common shares and or the issuance of debt securities. It may also raise additional capital by selling interests in its projects. There can be no assurance that the Company will be successful in marketing and developing its project or in securing financing. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

The unaudited financial information furnished herein reflects all adjustments, which in the opinion of management are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented. These statements should be read in conjunction with the Company’s financial statements and notes thereto for the fiscal year ended June 30, 2010. The Company assumes that users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, certain footnote disclosure, which would substantially duplicate the disclosure contained in the June 30, 2010 financial statements, has been omitted. The results of operations for the three month period ended September 30, 2010 are not necessarily indicative of results for the entire year ending June 30, 2011.

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

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In June 2009, the Financial Accounting Standards Board (“FASB”) issued its final Statement of Financial Accounting Standards (“SFAS”) No. 168, “The “FASB Accounting Standards Codification” and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162” (“SFAS 168”).  SFAS 168 establishes the “FASB” Accounting Standards Codification” (“Codification”), which officially launched July 1, 2009, to become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by non-governmental entities, superseding existing FASB, American Institute of Certified Public Accountants (“AICPA”), Emerging Issues Task Force (“EITF”), and related accounting literature.  Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants.  SFAS 168 recognizes the previously issued GAAP pronouncements into accounting topics and displays them using a consistent structure.  The subsequent issuances of new standards will be in the form of Accounting Standards Updates that will be included in the Codification.  SFAS 168 was effective for the Company as of the year ended June 30, 2010.  As the Codification was not intended to change or alter existing GAAP, it does not have an impact on the Company’s financial statements.  The only impact is that references to authoritative accounting literature are in accordance with the Codification.  The Company has included in its disclosures the Accounting Standards Codification (“ASC”) cross-reference along side the references to the accounting standards issued and adopted prior to the adoption of Codification.

a) Use of Estimates and Assumptions

Preparation of the Company’s financial statements in conformity with United States GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.  The significant areas requiring management’s estimates and assumptions relate to determining the fair value of stock-based compensation, fair value of shares issued for services and the acquisitions, and useful lives of long-lived assets.

  

b) Development Stage Company

The Company is a development stage company as defined by SFAS 7, Accounting and Reporting by Development Stage Enterprises (codified in ASC 915, Development Stage Entities).  The Company is devoting substantially all of its present efforts to establishing a new business.  All losses accumulated since inception have been considered as part of the Company’s development stage activities.

c) Cash

Cash consists primarily of cash on deposit.

d) Impairment of Long-Lived Assets

In accordance with SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets (codified in ASC 360, Property, Plant, and Equipment), the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment.  The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset.  Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

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e) Financial Instruments and Concentration of Risk

The fair values of financial instruments, which include cash, accounts payable and accrued liabilities and loans payable, were estimated to approximate their carrying values due to the immediate or relatively short maturity of these instruments.  Management does not believe that the Company is subject to significant interest currency or credit risks arising from these financial instruments.

f) Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with SFAS 128, Earnings per Share (codified in ASC 260, Earnings Per Share), which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement.  Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) before and after discontinued operations, by the weighted average number of common shares outstanding (denominator) during the period, including contingently issuable shares where the contingency has been resolved.  Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method.  In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

g) Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar.  Monetary assets and liabilities denominated in foreign currencies are translated in accordance with SFAS 52, Foreign Currency Translation (codified in ASC 830, Foreign Currency Matters), using the exchange rate prevailing at the balance sheet date.  Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars.  The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

h) Comprehensive Loss

SFAS 130, Reporting Comprehensive Income, (codified in ASC 220, Comprehensive Income) establishes standards for the reporting and display of comprehensive loss and its components in the financial statements.  At September 30, 2010, the Company had no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

i) Common Share Non-Monetary Consideration

In situations where common shares are issued and the fair value of the goods or services received is readily determinable, the fair value of the common shares is used to measure and record the transaction.  The fair value of the common shares issued in exchange for the receipt of goods and services is based on the stock price as of the earliest of the date at which:

13

	i)	the counterparty’s performance is complete;
	ii)	a commitment for performance by the counterparty to earn the common shares is reached; or

	iii)	the common shares are issued if they are fully vested and non-forfeitable at that date.

j) Stock-Based Compensation

The Company had adopted the fair value recognition provisions of SFAS 123R, Share-Based Payment, (codified in ASC 718, Compensation-Stock Compensation).  The Company adopted SFAS 123R using the modified-prospective-transition method.  Under this method, compensation cost recognized for all periods prior to December 1, 2005 includes: a) compensation cost for all share-based payments granted prior to, but not yet vested as of November 30, 2005, based on the grant-date fair value estimated in accordance with the original provisions of SFAS 123, and b) compensation cost for all share-based payments granted subsequent to November 30, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123R.  In addition, deferred stock compensation related to non-vested options is required to be eliminated against additional paid-in capital upon adoption of SFAS 123R. 

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from parties other than employees in accordance with SFAS 123 and the conclusions reached by the Emerging Issues Task Force (“EITF”) in Issue No. 96-18, (codified in ASC 505, Equity).  Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable.  The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18.

 

k) Recent Accounting Pronouncements

In February 2010, FASB issued Accounting Standards Update (“ASU”) 2010-09 Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements. ASU 2010-09 removes the requirement for an SEC filer to disclose a date in both issued and revised financial statements.  Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of GAAP. All of the amendments in ASU 2010-09 are effective upon issuance of the final ASU, except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010. The Company adopted ASU 2010-09 in March, 2010 but this did not have a material impact on the Company’s financial statements.

In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820), Improving Disclosures about Fair Value Measurements, amending ASC 820. ASU 2010-06 requires entities to provide new disclosures and clarify existing disclosures relating to fair value measurements.  The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2010-06, but does not expect its adoption to have a material impact on the Company’s financial position or results of operations.

14

In May, 2009, the FASB issued ASC 855, Subsequent Events. The new standard is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  This statement is effective for financial statements issued for interim or annual financial periods ending after June 15, 2009, which, for the Company, was the interim period ending September 30, 2009.  The adoption of ASC 855 did not have a material effect to the Company’s current practice.

4.

LOAN PAYABLE

At September 30, 2010, the Company was indebted for a non-interest bearing loan, with no formalized terms of repayment, for $118,149 (June 30, 2010 - $111,999) from an unrelated parties.

5.

CAPITAL STOCK

a) Common Stock

During the three month period ended September 30, 2010, the Company had no stock activity.

As of September 30, 2010 the Company had 52,785,000 shares of common stock issued and outstanding.

b) Share Purchase Warrants and Stock Options

There are no share purchase warrants or stock options outstanding to acquire any additional shares of common stock.

6.

JOINT VENTURE AGREEMENT

Effective March 25, 2009, the Company entered into a joint venture agreement with Verified Capital Corp. and Verified Transactions Corp. relating to the formation and operation of a joint venture corporation that will sell internet security software for credit card fraud prevention.

Upon the satisfaction of customary closing conditions, the Company will contribute an aggregate of $5,000,000 to the joint venture corporation, payable as to $2,000,000 by May 1, 2009 and $3,000,000 by July 1, 2009, for a 70% interest in the joint venture corporation.

By amendment of May 19, 2009, the companies have agreed that all obligations of the Joint Venture agreement have been deemed to have occurred and the agreement is in full force in good standing. In addition to the foregoing, Verified Transactions Corp. will grant to the joint venture corporation a 25 year worldwide exclusive license to market and sell Verified Transaction Corp.'s internet security software and all other internet business of whatsoever nature and including all future developments of such business for a 25 % interest in the joint venture corporation. Verified Capital Corp. will be granted a 5% interest in the joint venture corporation upon the transfer of certain assets.

Upon the closing of the joint venture agreement, the Company is the operator of the joint venture corporation and will contract with Verified Capital Corp. to be the sub-operator.

15

As at September 19, 2012, the joint venture agreement was terminated by mutual consent of the parties and ownership of the patented verification technology was transferred to Assured Mobile Technologies LLC. During the course of this former joint venture agreement, the Company did not pay any cash or share consideration to Verified Capital Corp or to Verified Transaction Corp. in respect its ownership stake in the joint venture or in respect of the license to use the patented technology. No joint venture corporation was formed in relation to the joint venture and the Company did not incur any material costs in respect of its obligations under the joint venture. Additionally, the Company is not subject to any penalty or residual obligations under the joint venture agreement.

7.

COMMITMENTS AND CONTRACTUAL OBLIGATIONS

a) On August 14, 2009, the Company entered into a consulting agreement with Cohen Independent Group ("Cohen") wherein Cohen has agreed to provide certain consulting services to the Company. As compensation under the agreement, the Company agreed to issue 1,000,000 restricted shares of common stock. The agreement expires on August 14, 2011. On September 14, 2009, the Company issued 1,000,000 restricted shares of common stock at a fair value of $425,000 to Cohen for services to be provided over two year periods. As at September 30, 2010, $185,937 is included in prepaid expenses and will be recognized over the remaining term of the consulting agreement.

b) On September 22, 2009, the Company entered into a compensation agreement with AMG Group Inc. ("AMG') wherein AMG has agreed to provide certain consulting services to the company. The agreement expires on September 22, 2011.

In consideration of the consulting services provided by AMG, the Company hereby agrees to pay AMG the compensation as follows:

      i) asset acquisition, merger, or other value acquisition or disposition (the "Event") - the Company will pay within 30 days of closing of such an Event an amount equal to, at AMG' election, 5% in cash or 10% in common stock with the stock priced at the weighted average stock price for the year, on the stated value of the Event or, failing contractual value, the fair market value of the Event;

      ii) card issuers or internet users - the Company will pay to AMG an amount of 10% of cash flow received by the Company (less direct third party costs) from bank, and any other business paying the Company based on card use or internet use of the Company's products for the first five years and 5% thereafter for an additional five years. For the first institution of in excess of one million cards signed, the Company will pay AMG one million common shares of the Company ;

      iii) the Company shall pay AMG a monthly fee of $5,000 starting July 1, 2010 and pre-approved expenses.

On March 31, 2010, the agreement was terminated and AMG waive the payable $45,000

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c) On November 15, 2009, we entered into a consulting agreement with Eileen Duperron wherein Eileen Duperron has agreed to provide certain consulting services to the Company. As compensation under the agreement, we have agreed to issue 40,000 restricted common shares at a fair value of $19,000 of our company. The agreement expires on May 15, 2010. At June 30, 2010, $19,000 was recognized as consulting expense.

	d) On November 15, 2009, we entered into a consulting agreement with Kim Baker wherein Kim Baker has agreed to provide certain consulting services to the Company. As compensation under the agreement, we have agreed to issue 50,000 restricted common shares at a fair value of $23,750. The agreement expires on May 15, 2010. At June 30, 2010, $23,750 was recognized as consulting expense.

	e) On November 15, 2009, we entered into a consulting agreement with Intentional and Purposeful Living wherein Intentional and Purposeful Living has agreed to provide certain consulting services to our company. As compensation under the agreement, we have agreed to issue 50,000 restricted common shares at a fair value of $23,750. The agreement expires on May 15, 2010. At June 30, 2010, $23,750 was recognized as consulting expense

  

8.

SUBSEQUENT EVENTS

a) On June 22, 2012 the Company entered into a share purchase agreement, with Ukabobs LLC (doing business as imobile Interactive) (“Ukabobs”),  a New Jersey  limited  liability company and the selling equity members of Ukabobs (the "Selling Members"), to acquire from the Selling  Members 100% of their outstanding ownership interest in Ukabobs.

As consideration for this purchase, the Company has agreed to pay a cash purchase price of $300,000 and to issue 8,800,000 shares of its common stock on closing, subject to certain conditions being met.

To date these conditions have not been met and the transaction has not yet been completed.

b) Pursuant to a common stock private placement subscription agreement dated April 23, 2012, the Company has received gross proceeds in trust to date of $50,000 from a subscriber for the issuance of 500,000 units. The issue price of each unit is $0.10. Each unit consists of one common share in the capital of the Company and one common share purchase warrant. Each warrant will entitle the holder to purchase one common share in the capital stock of the Company. The warrants will be exercisable for nine months following closing at $0.30 per share. The closing date, which is at the discretion of the Company, has not yet been determined. Accordingly, the units, shares and warrants have not yet been issued.

c) On September 19, 2012 the Company entered into a patent license agreement with Assured Mobile Technologies LLC., a Nevada limited liability corporation (“Assured”). Pursuant to the license agreement the Company acquired a 20 year, exclusive worldwide license to exploit the patented technology entitled "A System and Method for Verifying a User's Identity in Electronic Transactions." The patented verification technology is an electronic method and system for verifying the identity of a user by a verifier in the course of an electronic transaction.

In consideration of the license agreement, the Company has agreed to pay to Assured aggregate cash payment of $300,000, payable as follows:

i) $100 upon execution of the license agreement;

ii) $10,000 by December 19, 2012;

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iii) $40,000 by March 19, 2012; and

iv) $249,900 by September 19, 2013.

As additional consideration, the Company will issue to Assured 8,500,000 common shares in its capital stock within 30 days of September 19, 2012. This license will also be subject to a royalty payable to Assured equal to 2.5% of any gross sales made by the Company in respect of the technology.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Note Regarding Forward-Looking Statements

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "common stock" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our", "our company" and "Verify" mean Verify Smart Corp., unless otherwise stated.

Corporate Overview

The address of our principal executive office is 57 Montague Street, Brooklyn NY 11201. Our telephone number is ( 718 ) 855 - 7136

Effective March 19, 2009, we effected a fifteen (15) for one (1) forward stock split of our authorized and issued and outstanding common stock. and the reduction of our authorized common stock As a result, our authorized capital has changed to 250,000,000 shares of common stock with a par value of $0.001 and our issued and outstanding shares have increased from 4,000,000 shares of common stock to 60,000,000 shares of common stock.

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Also effective March 19, 2009, we have changed our name from "Treasure Explorations Inc." to "Verify Smart Corp".

The name change and forward stock split became effective with the Over-the-Counter Bulletin Board at the opening for trading on March 24, 2009 under the new stock symbol "VSMR".

We have not been involved in any bankruptcy, receivership or similar proceeding.

General Overview

We were incorporated in the state of Nevada on May 31, 2006. Since our incorporation, we had been in the business of the exploration and development of a mineral property in New Westminster, Simalkameen Mining Division of British Columbia, consisting of 336 hectares included with 16 mineral title cells. Our property was without known reserves and our program was exploratory in nature. We completed the Phase 1 exploration program in our property, the results of which were not promising and did not justify further expense. Because we were not successful in our exploration program, we abandoned the mineral claims and focused on the identification of suitable businesses with which to enter into a business opportunity or business combination.

Effective March 19, 2009, we effected a fifteen (15) for one (1) forward stock split of our authorized and issued and outstanding common stock. As a result, our authorized capital has changed to 250,000,000 shares of common stock with a par value of $0.001 and our issued and outstanding shares have increased from 4,000,000 shares of common stock to 60,000,000 shares of common stock.

Also effective March 19, 2009, we have changed our name from "Treasure Explorations Inc." to "Verify Smart Corp". The change of name was approved by our directors and a majority of our shareholders.

On March 25, 2009, we entered into a joint venture agreement with Verified Capital Corp. and Verified Transactions Corp. relating to the formation and operation of a joint venture corporation that will sell internet security software for credit card fraud prevention. Upon the satisfaction of customary closing conditions, we will earn a 70% interest in the joint venture.

We were required to contribute $2,000,000 by May 1, 2009, of which $250,000 will be paid to Verified Transactions Corp. as a license fee. Until such time as we have raised the $2,000,000, we will not be entitled to receive any revenue from the joint venture corporation. We were further required to contribute $3,000,000 to the joint venture by July 1, 2009, of which $500,000 will be paid to Verified Transactions Corp. as a license fee. As of the date of this report, we have not yet contributed the $2,000,000 owed to the joint venture. A joint venture corporation has not been formed, and as per the joint venture agreement we are the operator of the joint venture corporation. We have contracted the operator rights to Verified Capital Corp. as the sub-operator.

By amendment agreement of May 19, 2009, the Companies have agreed to a mutual understanding and agreement that the Joint Venture has been satisfactorily performed by our company and that we have performed the required financial obligations of Section 5.01 through both fund raising and joint venture cost sharing and accordingly, VSC's (Verify Smart Corp.’s) obligations of Section 5.01 are fully satisfied, the Joint Venture agreement is in full force and effect in good standing and VSC's (Verify Smart Corp.’s) revenue sharing right to 70% of the Joint Venture's revenue commences the date of the amendment agreement.

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Pursuant to the joint venture agreement, Verified Transactions Corp. has provided to the joint venture an exclusive world-wide license to use, sell and sub-license its internet security software and all other internet business of such nature and including all future development of such business.

The term of the license is for a period of 25 years with an option to renew for an additional 25 years for a payment of $5,000,000. In consideration for the granting of the license, Verified Transactions Corp. will receive the license fees disclosed above, 10% of the revenue of the joint venture to a maximum of $1,250,000 and a 3% royalty on the gross revenue of the joint venture.

We have the right to acquire all of Verified Capital Corp.'s interest in the joint venture and all of Verified Transactions Corp.'s interest in the joint venture , excluding the royalty as set out in the joint venture agreement, at market value at the earlier of the joint venture generating $100 million in aggregate revenue per year with a minimum net margin of 25% or 5 years. Market value shall be determined by an agreed valuator or, failing agreement, we may hire a top-five chartered accountancy firm to prepare a market value report and, absent material error of standard calculation, such report shall be final.

Pursuant to the terms of the joint venture agreement, we have agreed to permit and have the right to tender to all shareholders and creditors of each of Verified Capital Corp. and Verified Transactions Corp. to convert their debts and shares into shares of our company on a one for one basis subject to our company raising the $2,000,000 (as set out above) and the joint venture earning gross cash flow of not less than $100,000 per week. As of June 30, 2010, the joint venture corporation has not yet been formed.

Under the license, Ralph Santos received a 10% carried equity interest in the Gateway internet business of the joint venture corporation. Mr. Santos is also a significant equity owner in Verified Transactions Corp. and Verified Capital Corp.

On March 25, 2009, we entered into a consulting agreement with Duke Enterprises LLC wherein Duke Enterprises has agreed to provide certain consulting services to our company. As compensation under the agreement, we have agreed to issue 75,000 restricted common shares of our company. The 75,000 restricted shares were issued on May 19, 2009. The agreement expired on September 25, 2009.

On March 30, 2009, we entered into a consulting agreement with New Vision Consulting Corporation, wherein New Vision has agreed to provide certain consulting services to our company. As compensation under the agreement, we have agreed to issue 1,000,000 restricted common shares of our company. As further compensation for services to be rendered, New Vision shall receive an additional 500,000 restricted common shares of our company. 1,000,000 shares of common stock were issued on May 19, 2009. The New Vision consulting agreement expires on September 30, 2009. On July 15, 2009, this consulting agreement was terminated.

Effective June 5, 2009, we entered into an agreement with Ellick Corporation to provide our Verify Gateway, VeriSmart Card and VerifyNgo suite of services. As part of this agreement, Ellick Corp. will provide our company with Voice Over Internet Protocol (VOIP) and Contact Centre capabilities in Manila. The agreement expires on May 15, 2010.

Effective June 11, 2009, we entered into an agreement with Crown Mutual Corporation to provide our VerifyGateway and VerifyNgo suite of services. The agreement expires on May 15, 2010.

Effective June 19, 2009, we entered into an agreement with BetED Corporation to provide our VerifyGateway and VerifyNgo suite of services. The agreement expires on May 15, 2010.

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On July 14, 2009, we entered into a consulting agreement with Wei (David) Cheng wherein David Cheng has agreed to provide certain consulting services to our company. As compensation under the agreement, we have agreed to issue 50,000 restricted common shares of our company. The 50,000 common shares were issued on August 15, 2009. The agreement expires on January 14, 2010.

On July 14, 2009, we entered into an investment purchase agreement with Black Diamond Investment Group Corp. wherein Black Diamond had agreed to purchase 500,000 common shares in consideration of the payment of $0.50 per share for an aggregate purchase price of $250,000. We issued the 500,000 common shares on August 15, 2009. These shares were issued in error. The Black Diamond agreement was with VerifySmart Corp. (BVI), a private company, and the above shares are being returned to treasury for cancellation and the correct share issuance will take place from the private company.

Effective August 14, 2009, we entered into a consulting agreement with Cohen Independent Research Group wherein Cohen Independent Research has agreed to provide certain consulting services to our company. As compensation under the agreement we have agreed to issue 1,000,000 restricted common shares of our company. The 1,000,000 common shares were issued on August 14, 2009. The agreement expires on August 14, 2011.

On September 22, 2009, the Company entered into a compensation agreement with AMG Group Inc. (“AMG”) wherein AMG has agreed to provide certain consulting services to the company. The agreement was terminated on March 31, 2010.

Description of the Joint Venture Business

The joint venture business will market and sell its licensed software which provides a comprehensive solution to credit card fraud by addressing the security needs of consumer clients, credit card companies, banks and merchants through instant verification that is inexpensive to implement and simple to use.

The software operates through the use of a cellular phone for secured verification of monetary transactions. The software has been developed to include debit card purchases, internet purchases, ATM, passport and mortgage verification.

We have also entered into preliminary discussions with Verified Capital Corp. wherein we would acquire either the assets or outstanding shares of common stock of Verified Capital Corp. The parties will jointly determine the optimum structure for the acquisition in order to best satisfy tax planning, regulatory and other considerations, including mutually agreed upon performance based milestones.

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The acquisition contemplated by the preliminary discussions is subject to the fulfillment of certain conditions precedent, due diligence and the negotiation of a definitive agreement.

On April 3, 2009, we entered into an agreement with China Trust to launch our first credit card "VeriSmart(TM) Platinum Visa".

Under the terms of the agreement, China Trust will distribute, for pilot, 2,500 co-branded VeriSmart(TM) Platinum Visa Cards linked to our patent-pending Authentication system, VerifyNGo(TM), to serve as enterprise payroll, payout and remittance solutions affording centralized control and management of fund disbursement globally, anytime, anywhere.

On April 6, 2009, we entered into a services agreement with European hosting and infrastructure provider Prime Interactive S.R.O. The services agreement with Prime Interactive accelerates the European leg of our expansion plan and compliments our company's existing capabilities. Under the terms of the agreement Prime Interactive will be providing the following services to our company:

      *    Web and Mobile Application Development

      *    Data Centre infrastructure servicing Europe and located in Slovakia

      *    Marketing access to a legacy worldwide customer base of 130,000

      *    Marketing access to established European Financial Industry vertical

Our Products / Services

Through our interest in the joint venture, we currently offer or intend to offer the following four product lines consisting of (i) VerifyNGo, (ii) VerifyGateway, (iii) VerifyTransfer and (iv) VeriSmart Card.

Verifyngo

VerifyNGo is a comprehensive authentication system which addresses security concerns through an instant verification process. It is an easy, inexpensive and unique solution that uses a response to an individual's mobile phone as verification for a transaction. VerifyNGo address the security needs of clients, credit card companies, banks and merchants through an instant verification process.

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VerifyNGo will provide secure verification for the following types of transactions:

      *    debit and credit card purchases

      *    internet purchases

      *    ATM transactions

      *    passport applications

      *    credit applications

      *    mortgage verifications

      *    access to medical history

      *    entry into secured areas

VerifyNGo requires no special hardware, software, upgrades or training. All that is required is for the user to have a mobile phone or PDA.

A typical VerifyNGo process occurs in the following way:

The process starts when a user performs an action which contains a certain security constraint (i.e. online purchase, website login). Once the user performs an action that contains a security constraint, a VerifyNGO authentication is triggered sending a message to the user's mobile phone or PDA.

The message options include:

      *    Phone call

      *    SMS detailing the action

      *    One time password via SMS

      *    WAP Push, opening a mobile web page

The user receives the request and authorizes the action via mobile phone or PDA. Finally, the system receives the response, determines authenticity and then grants or denies the user's access to the action.

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Verifygateway

VerifyGateway is cutting-edge technology for secure and confidential online payment processing. It acts as a processing hub and intermediary between a business' website and their account provider, giving an enhanced network and superior transaction capabilities to make e-commerce reliable and seamless. It's simple, economical technology, accredited by most major banks and ensures the secure, successful delivery of billions of transactions to billions of ports worldwide.

VerifyGateway provides a system that easily accepts credit card payments from customers and instills confidence because every transaction is sent through a secured system. The system complies with privacy and security regulations globally, and allows client companies to safely manage and track funds across all borders and boundaries. This innovative technical infrastructure is unrivaled in the industry.

Business-to-business services include:

      *    Processing transaction for major credit cards such as Mastercard and Visa

      *    PCI-certified processing centers

      *    Support for major merchant processing networks

      *    Transaction reports with the necessary data to track daily activity

      *    Reliable and secure business solutions

Verifytransfer

VerifyTransfer is a comprehensive remittance service allowing business clients to easily and securely send and receive money instantly, in person, online, wirelessly, or by phone.

Using VerifyGateway, VerifyTransfer covers all aspects of the process from transaction logging to retrieval.

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The service offers:

      *    easier remittance payments

      *    faster data transmission  

      *    multiple recipient accounts

      *    fast, flexible payment options

      *    24 hour, 7 day/week client support

      *    cutting-edge security, fraud monitoring, and reporting

      *    increased accuracy and speed of contributions to member accounts

      *    synchronization with sophisticated retrieval methods, including remittance on Visa cards

      *    mobile to mobile money transfers (PDA's and Iphones)

*    comprehensive tracking and reporting on transactions and client accounts, providing details and  history.

Verismart Card

The VeriSmart Card is a Visa co-branded, multipurpose prepaid card designed to work optimally with VeriSmart's own secure remittance service, VerifyTransfer, or to be easily integrated with any existing remittance platform.

It can be used, worldwide, for:

      *    traditional debit/credit card transactions in Visa affiliated establishments

*    payment processing between individuals and organizations (e.g.; commission and payroll  payments, accounts payable, etc.)

      *    ATM transactions for Visa ATMs

      *    gift cards (pre-loaded format).

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Results Of Operations For The Three Months Ended September 30, 2010 And 2009

We have not generated any revenue since inception and are dependent upon obtaining financing to pursue our business activities. For these reasons, our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

As of September 30, 2010, our total assets were $188,665 and our total liabilities were $133,610. We had a working capital surplus of $55,055. Our financial statements report a net loss of $61,518 for the three months ended September 30, 2010, and a net loss of $1,431,067 for the period from May 31, 2006 (inception) to September 30, 2010.

Results of Operations

The following summary of our results of operations should be read in conjunction with our unaudited financial statements for the three months ended September 30, 2010 which are included herein.

Our operating results for the three months ended September 30, 2010 and 2009 are summarized as follows:

	Three Months Ended September 30
	2010			2009
Revenue	$	-		$	-
Expenses		61,138			525,507
Other Expenses		380			3,191
		61,518			528,698
Net Loss	$	(61,518)		$	(528,698)
	Three Months Ended September 30
	2010			2009
General and administrative expenses	$	210		$	31,180
Professional fees		803			17,831
Management fees		60,125			476,496
Total Expenses	$	61,138		$	525,507

Management Fees

Management fees in the three months ended September 30, 2010 have decreased by $416,371 from September 30, 2009 due to decreased charges by new management.

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Liquidity And Capital Resources

Working Capital

	Three Months Ended September 30							Percentage Increase (Decrease)
	2010			2009
Current assets	$	188,665		$	222,298		(15.1)		%
Current liabilities	$	133,610		$	132,288		1.0		%
Working capital	$	55,055		$	90,010		(38.8)		%

Cash Flows

	Three Months Ended September 30							Percentage Increase (Decrease)
	2010			2009
Cash (used) in Operating Activities	$	(13,150)		$	(22,969)		(42.7)		%
Cash provided by Investing Activity	$	-		$	-		-		%
Cash provided by Financing Activities	$	6,150		$	22,969		(73.2)		%
Net Increase (Decrease) in Cash	$	(7,000)		$	-		n/a		%

Cash Used In Operating Activities

We used cash in operating activities in the amount of $13,150 during the three month period ended September 30, 2010 and $22,969 during the three month period ended September 30, 2009. Cash used in operating activities was funded by cash from financing activities.

Cash From Investing Activities

No cash was used or provided in investing activities during the three month period ended September 30, 2010 or three month period ending September 30, 2009.

Cash from Financing Activities

We generated $6,150 cash from financing activities during the three month period ended September 30, 2010 and $22,969 during the three months ended September 30, 2009.

Disclosure of Outstanding Share Data

As of September 30, 2010, we had 52,785,000 shares of common stock issued and outstanding. We do not have any share purchase warrants, stock options or shares of any other class issued and outstanding as at the date of this quarterly report.

Going Concern

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual financial statements for the year ended June 30, 2010, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern.

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We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future debt or equity financing.

Contractual Obligations

As a "smaller reporting company", we are not required to provide tabular disclosure obligations.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

Basis Of Accounting

The Company's financial statements are prepared using the accrual method of accounting. We have elected a June 30 year-end.

Basic And Diluted Net Income (Loss) Per Share

Our company computes net loss per share in accordance with ASC 260 Earnings Per Share which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

Cash Equivalents

We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Use Of Estimates And Assumptions

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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Stock-Based Compensation

The Company had adopted the fair value recognition provisions of SFAS 123R, Share-Based Payment, (codified in ASC 718, Compensation-Stock Compensation).  The Company adopted SFAS 123R using the modified-prospective-transition method.  Under this method, compensation cost recognized for all periods prior to December 1, 2005 includes: a) compensation cost for all share-based payments granted prior to, but not yet vested as of November 30, 2005, based on the grant-date fair value estimated in accordance with the original provisions of SFAS 123, and b) compensation cost for all share-based payments granted subsequent to November 30, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123R.  In addition, deferred stock compensation related to non-vested options is required to be eliminated against additional paid-in capital upon adoption of SFAS 123R. 

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from parties other than employees in accordance with SFAS 123 and the conclusions reached by the Emerging Issues Task Force (“EITF”) in Issue No. 96-18, (codified in ASC 505, Equity).  Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable.  The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18.

Recent Accounting Pronouncements

In February 2010, FASB issued Accounting Standards Update (“ASU”) 2010-09 Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements. ASU 2010-09 removes the requirement for an SEC filer to disclose a date in both issued and revised financial statements.  Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of GAAP. All of the amendments in ASU 2010-09 are effective upon issuance of the final ASU, except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010. The Company adopted ASU 2010-09 in March, 2010 but this did not have a material impact on our company’s financial statements.

In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820), Improving Disclosures about Fair Value Measurements, amending ASC 820. ASU 2010-06 requires entities to provide new disclosures and clarify existing disclosures relating to fair value measurements.  The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2010-06, but does not expect its adoption to have a material impact on our company’s financial position or results of operations.

In May 2009, FASB issued ASC 855, Subsequent Events, which establishes general standards of for the evaluation, recognition and disclosure of events and transactions that occur after the balance sheet date. Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards. The standard, which includes a new required disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009. The adoption of ASC 855 did not have a material effect on our company's financial statements.  

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable , as we are a smaller reporting company..

ITEM 4. CONTROLS AND PROCEDURES

Management's Report On Disclosure Controls And Procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP. Management has concluded that there are material weaknesses in both the design and operation of the Company’s internal controls and procedures for financial reporting. A material weakness, as defined by SEC rules, is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses in internal control over financial reporting that were identified include:

i. there is a lack of adequate segregation of duties in our accounting and financial reporting functions;

ii. there is a lack of entity wide controls, including no audit committee, and a failure to maintain formalized accounting policies and procedures;

iii. senior management has not established and maintained a “proper tone” as to internal control over financial reporting.

As a result of the existence of these material weaknesses as of September 30, 2010, management has concluded that we did not maintain effective internal control over financial reporting as of September 30, 2010.

While we believe our financial statements included in this Quarterly Report present fairly, in all material respects, our financial condition, results of operations and cash flows for the periods presented, as a result of the material weaknesses in our internal control over financial reporting, there is a reasonable possibility that material misstatements of the financial statements including disclosures will not be prevented or detected on a timely basis.

Remediation

We will engage an independent accounting firm to advise us in respect of our internal controls over financial reporting, and to provide accounting counsel on various matters relating thereto. We will continue to implement further improvements to our internal controls as they are identified. We will use the criteria and framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the publication Internal Control-Integrated Framework, an integrated framework for the evaluation of internal controls, for the evaluation of our internal controls in the future. Senior management will continue to consult with external experts to assist with the accounting for complex and non-routine accounting transactions.

Changes In Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during our quarter ended September 30, 2009 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

Not applicable, as we are a smaller reporting company.

ITEM 2. UNREGISTERED SALES OF 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.

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ITEM 6. EXHIBITS

Exhibit Number                                  Description ----------                                  -------------- 3.1       Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed on August 10, 2006) 3.2       Bylaws (incorporated by reference from our Registration Statement on Form S-1 filed on July 21, 2008) 3.3       Certificate of Change (incorporated by reference from our Current Report on Form 8-K filed on March 26, 2009) 3.4       Certificate of Amendment (incorporated by reference from our Current Report on Form 8-K filed on March 26, 2009) 10.1     Joint Venture Agreement among Verified Capital Corp., Verified Transactions Corp. and our company dated effective March 25, 2009 (incorporated by reference from our Current Report on Form 8-K filed on March 26, 2009) 10.2     Consulting Agreement with Cohen Independent Research Group (incorporated by reference from our Current Report on Form 8-K filed on September 22, 2009) 10.3     Compensation Agreement with AMG Group Inc. (incorporated by reference from our Current Report on Form 8-K filed on October 1, 2009) 31.1*   Section 302 Certification of Principal Executive Officer and Principal Financial Officer. 32.1*   Section 906 Certification of Principal Executive Officer and Principal Financial Officer.

* Filed herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

VERIFY SMART CORP.
(Registrant)

October 15, 2012      /s/ Tony Cinotti Tony Cinotti Director

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EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Tony Cinotti, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Verify Smart Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: October 15, 2012    /s/ Tony Cinotti Tony Cinotti President, Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer, Principal Accounting Officer and Principal Financial Officer)

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EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Tony Cinotti, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Quarterly Report on Form 10-Q/A of Verify Smart Corp. for the period ended September 30, 2010 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Verify Smart Corp.

Dated: October 15, 2012    /s/ Tony Cinotti Tony Cinotti President, Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer, Principal Accounting Officer and Principal Financial Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Verify Smart Corp. and will be retained by Verify Smart Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

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