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EX-32.1 - SARBANES-OXLEY 906 CERTIFICATION - SMARTCHASE CORP.exh32-1.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2015

OR

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

Commission file number   000-52725

SMARTCHASE CORP.
(Exact name of registrant as specified in its charter)
 
Nevada
20-4765268
(State of incorporation)
(I.R.S. Employer ID No.)
   
Suite 201 – 55 York Street, Toronto, Ontario, Canada, M5J 1R7
(Address of Principal Executive Offices)
 
(416) 903-0059
(Issuer's Telephone Number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.     Yes |X|   No |   |

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 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 smaller reporting company. See definition of "accelerated filer and large accelerated filer" 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).     Yes |X|   No |   |

At April 29, 2015, the Registrant had 33,942,563 common shares and nil preferred shares outstanding.
 





SMARTCHASE CORP.
Index To Form 10-Q
For the Quarterly Period Ended March 31, 2015
     
     
   
Page
     
PART I
FINANCIAL INFORMATION
 
     
     
Item 1
Financial Statements (Unaudited)
 
     
 
Unaudited Condensed Balance Sheets as of  March 31, 2015 and December 31, 2014
1
     
 
Unaudited Condensed Statements of  Operations for the three months ended March 31, 2015 and 2014
2
     
 
Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2015 and 2014
3
     
 
Notes to the Unaudited Condensed Financial Statements
4
     
Item 2
Management's Discussion and Analysis of Financial Condition and Results of Operation
8
     
Item 3
Quantitative and Qualitative Disclosures About Market Risk
11
     
Item 4
Controls and Procedures
11
     
PART II
OTHER INFORMATION
 
     
Item 1
Legal Proceedings
12
     
Item 2
Unregistered Sales of  Equity Securities and Use of Proceeds
12
     
Item 3
Defaults Upon Senior Securities
12
     
Item 4
Mine Safety Disclosures
12
     
Item 5
Other Information
12
     
Item 6
Exhibits
13
     
Signatures
14






PART I.  FINANCIAL INFORMATION

ITEM 1. - FINANCIAL STATEMENTS.


SMARTCHASE CORP.
CONDENSED BALANCE SHEET
(Expressed in US Dollars)


   
March 31, 2015
   
December 31, 2014
 
   
(Unaudited)
   
(Audited)
 
ASSETS
       
         
CURRENT ASSETS
       
Cash and cash equivalents
 
$
3,443
   
$
744
 
TOTAL ASSETS
   
3,443
     
744
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
                 
CURRENT LIABILITIES
               
Accounts payable
 
$
28,156
   
$
26,230
 
Related party loan
   
131,391
     
121,552
 
TOTAL LIABILITIES
   
159,547
     
147,782
 
                 
STOCKHOLDERS' EQUITY (DEFICIT)
               
                 
Common stock; $0.001 par value; 195,000,000 shares authorized;
33,942,563 shares issued and outstanding as of March 31, 2015
and December 31, 2014
   
33,943
     
33,943
 
                 
Additional paid-in capital
   
744,171
     
744,171
 
Accumulated deficit
   
(934,218
)
   
(925,151
)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)
   
(156,105
)
   
(147,038
)
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
 
$
3,443
   
$
744
 








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



1


SMARTCHASE CORP.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(Expressed in US Dollars)


   
Three Months Ended
   
Three Months Ended
 
   
March 31, 2015
   
March 31, 2014
 
         
OPERATING EXPENSES
       
General and administrative
   
67
     
435
 
Transfer Agent and filing fees
   
1,910
     
5,515
 
Professional fees
   
9,000
     
6,000
 
Total Operating Expenses
   
10,977
     
11,950
 
                 
LOSS FROM OPERATIONS
   
(10,977
)
   
(11,950
)
                 
OTHER EXPENSES:
               
Foreign currency transaction gain (loss)
   
1,911
     
792
 
     
1,911
     
792
 
                 
NET (LOSS) GAIN
   
(9,067
)
   
(11,158
)
                 
NET (LOSS) PER SHARE - BASIC AND DILUTED
 
$
(0.00
)
 
$
(0.00
)
                 
                 
WEIGHTED AVERAGE COMMON EQUIVALENT
SHARES OUTSTANDING - BASIC AND DILUTED
   
33,942,563
     
21,442,563
 

















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



2


SMARTCHASE CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
(Expressed in US Dollars)


   
Three Months Ended
   
Three Months Ended
 
   
March 31,
   
March 31,
 
   
2015
   
2014
 
CASH FLOW FROM OPERATING ACTIVITIES:
       
Net (loss) gain
 
$
(9,067
)
 
$
(11,158
)
                 
Changes in operating assets and liabilities:
               
Increase (decrease) in accounts payable and accrued
expenses
   
1,925
     
2,177
 
Net cash used in operating activities
   
(7,142
)
   
(8,981
)
                 
CASH FLOW FROM FINANCING ACTIVITIES:
               
Advances from related party
   
9,841
     
-
 
Common stock issued for cash
   
-
     
-
 
Net cash provided by financing activities
   
9,841
     
-
 
                 
NET INCREASE (DECREASE) IN CASH
   
2,699
     
(8,981
)
                 
CASH AND CASH EQUIVALENTS, Beginning of period
   
744
     
18,572
 
                 
CASH AND CASH EQUIVALENTS, End of period
 
$
3,443
   
$
9,591
 

















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



3


SMARTCHASE CORP.
Notes to the Condensed Financial Statements
March 31, 2015



NOTE 1-CONDENSED FINANCIAL STATEMENTS

The accompanying condensed financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2015 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2014 audited financial statements.  The results of operations for the period ended March 31, 2015 are not necessarily indicative of the operating results for the full year.


NOTE 2 - GOING CONCERN

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.  As of March 31, 2015, the Company has accumulated operating losses of approximately $934,218.  The Company's ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations.  Management plans to raise equity capital to finance the operating and capital requirements of the Company.  While the Company is putting forth its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations.

These conditions raise substantial doubt about the Company's ability to continue as a going concern.  These financial statements do not include any adjustments that might arise from this uncertainty.


NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

The Company's financial statements are prepared using the accrual method of accounting.  The Company has elected a December 31 year-end.

Basis of Accounting

The basis is United States generally accepted accounting principles.

Use of Estimates

The preparation of 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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SMARTCHASE CORP.
Notes to the Condensed Financial Statements
March 31, 2015



NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition

The Company recognizes revenue on an accrual basis. Revenue is generally realized or realizable and earned when all of the following criteria are met:  1) persuasive evidence of an arrangement exists between the Company and our customer(s); 2) services have been rendered; 3) our price to our customer is fixed or determinable; and 4) collectability is reasonably assured.

Income taxes

The Company accounts for its income taxes in accordance with FASB ASC Topic 740-10, "Income Taxes", which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Net Loss Per Common Share

FASB ASC Topic 260-10, "Earnings per Share", requires presentation of "basic" and "diluted" earnings per share on the face of the statements of operations for all entities with complex capital structures.  Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted during the period. Dilutive securities having an anti- dilutive effect on diluted earnings per share are excluded from the calculation.

Stock-Based Compensation

The Company has adopted FASB ASC Topic 718-10, "Compensation- Stock Compensation" ("ASC 718-10") which requires the measurement and recognition of compensation expense for all stock-based payment awards made to employees and directors. Under the fair value recognition provisions of ASC 718-10, stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the vesting period.

Determining the fair value of stock-based awards at the grant date requires considerable judgment, including estimating the expected future volatility of our stock price, estimating the expected length of term of granted options and selecting the appropriate risk-free rate. There is no established trading market for our stock.

Financial instruments

The fair value of the Company's financial assets and financial liabilities approximate their carrying values due to the immediate or short-term maturity of these financial instruments.


5



SMARTCHASE CORP.
Notes to the Condensed Financial Statements
March 31, 2015



NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. Management does not believe the Company is exposed to significant credit risk. Management, as well, does not believe the Company is exposed to significant interest rate and foreign currency fluctuation risks during the period presented in these financial statements.  As at March 31, 2015 and December 31, 2014, the Company has cash equivalents in the amount of $ nil and $ nil that are over the federally insured limit.

Foreign Currency Translation

The Company's functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars and management has adopted FASB ASC topic 830 "Foreign Currency Matters". Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.


NOTE 4 – RELATED PARTY TRANSACTIONS

As of March 31, 2015 the President of the Company is owed $131,391 for loans and payments made directly to vendors on behalf of the Company (December 31, 2014 – $121,552).  The amount due is unsecured, non-interest bearing and due on demand.


NOTE 5 – STOCKHOLDER'S EQUITY

As of March 31, 2015 there were 33,942,563 shares of common stock issued and outstanding and nil shares of preferred stock issued and outstanding.

During the year ended December 31, 2014, an aggregate of 62,500 preferred shares of stock were converted into 12,500,000 shares of common stock at a conversion rate of 200 to 1.


6


SMARTCHASE CORP.
Notes to the Condensed Financial Statements
March 31, 2015



NOTE 6 – RECENT ACCOUNTING PRONOUNCEMENTS

During the year ended December 31, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements.  The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage.


NOTE 7 –SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date the financial statements are issued and believes there are no events to disclose.
















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

Forward-Looking Information

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  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 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 financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.  In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars.  All references to "common shares" refer to the common shares in our capital stock.

In this Form 10-Q references to "SmartChase", "the Company", "we", "us" and "our" refer to SmartChase Corp.

Limited Operating History
 
There is limited historical financial information about our company upon which to base an evaluation of our future performance.  We are a development stage corporation and have generated limited revenues from operations.  We cannot guarantee that we will be successful in our business operations.  We are subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible delays in the exploitation of business opportunities.  We may fail to adopt a business model and strategize effectively or fail to revise our business model and strategy should industry conditions and competition change.

We have limited resources and there is no assurance that future financing will be available to us on acceptable terms. Additional equity financing could result in dilution to existing shareholders.

Overview of Operations

We were incorporated in the State of Nevada on April 24, 2006, as Political Calls, Inc.  We maintain our statutory registered agent's office at 311 West Third Street, Carson City, Nevada, 89703 and our principal executive offices are located at Suite 201 – 55 York Street, Toronto, Ontario, Canada, M5J 1R7. Our telephone number is (416) 903-0059.

The original business plan of the Company consisted of marketing telephone broadcasting messages for political campaigns.  On November 23, 2008, the Board of Directors and the majority vote of the Company's shareholders voted and approved a name change of the Company from Political Calls, Inc. to Northern Empire Energy Corp., to better reflect the Company's new business direction in oil and gas exploration.


8


In December 2009 we entered into a "Formal Option to Purchase and Sale Agreement of Petroleum and Natural Gas Rights" with an Alberta Corporation and purchased certain petroleum and natural gas rights within the Province of Alberta for a total purchase price of $471,524 ($500,000.00 Canadian Dollars).  The Company was unable to secure additional financing to conduct exploration and drill wells on its oil and gas properties and consequently, during the year ended December 31, 2010, became a shell corporation whose sole purpose at this time is to locate and consummate a merger and/or acquisition with an operating entity.

On December 3, 2014, we amended our Articles of Incorporation to change our name from "Northern Empire Energy Corp." to "SmartChase Corp." (the "Name Change")  to better reflect the Company's new business direction pursuing business opportunities in the digital media sector, with an initial focus on the development and utilization of mobile apps.  The amendment to the Company's Articles of Incorporation took effect on December 3, 2014 upon receipt of approval from the Financial Industry Regulatory Authority ("FINRA"). In connection with the name change FINRA has assigned the Company a new stock symbol; "SCHS".

We have no employees and own no property. We do not intend to perform any further operations until a merger or acquisition candidate is located and a merger or acquisition consummated.

Plan of Operation

Currently, we are a development stage corporation.  A development stage corporation is one engaged in the search of business opportunities, successful negotiation and closing of a business acquisition and furthering its business plan.

Our plan of operation for the next twelve months will be to: (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in business in any selected industry; and (iii) to commence such operations through funding and/or the acquisition of an operating entity engaged in any industry selected.

Results of Operations

We did not generate any revenues during the three month periods ended March 31, 2015 and 2014.

During the three month periods ended March 31, 2015 and 2014, much of the Company's resources were directed at maintaining the Company in good standing and identifying new business opportunities.  We currently have no definitive agreements or understanding with any prospective business combination candidates.

For the three months ended March 31, 2015 and 2014

We had a net loss of $(9,067) during the three months ended March 31, 2015 compared to a net loss of $(11,158) during the same period ended March 31, 2014.  The change is explained below.

Operating expenses for the three months ended March 31, 2015 totaled $10,977 (2014- $11,950) consisting of $67 in general and administrative expenses (2014 - $435), $1,910 in transfer agent and filing fees (2014 - $5,515) and professional fees (audit, accounting and administrative) of $9,000 (2014 - $6,000). Operating expenses were greater in fiscal 2014 primarily as a result of EDGAR filing all of the Company's outstanding public reports with the United States Securities and Exchange Commission. During the three months ended March 31, 2015 the Company received $1,911 from foreign currency translation gains (2014 - $792).



9


We are subject to risks inherent in the establishment of a new business enterprise.  We may fail to adopt a business model and strategize effectively or fail to revise our business model and strategy should industry conditions and competition change. We have limited resources and there is no assurance that future financing will be available to our Company on acceptable terms. These conditions could further impact our business and have an adverse effect on our financial position, results of operations and/or cash flows.

Liquidity and Capital Resources

At March 31, 2015, we had total assets of $3,443 comprised solely of cash.  Our liabilities were $159,547 resulting in a working capital deficit of $(156,105) compared to $744 in total assets and total liabilities of $147,782 for the year ended December 31, 2014.

Net cash from (used in) operating activities was $(7,142) and $(8,981) for the three months ended March 31, 2015 and 2014, respectively.  Cash from financing activities was $9,841 and $nil for the three months ended March 31, 2015 and 2014, respectively.  Cash from financing activities during the three months ended March 31, 2015 was due to working capital advances from our President during the period.  To date, our President has advanced a total of $131,391 to us for working capital.  This advance will need to be repaid once funds are available.  There can be no assurance that he will continue to advance funds as required or that methods of financing will be available or accessible on reasonable terms.

We generated no revenue during the three months ended March 31, 2015.  We do not anticipate generating any revenues for the foreseeable future.   Since inception, we have used our common stock to raise money to fund our business operations, for corporate expenses and to repay outstanding indebtedness.  We did not receive any cash from the sale of shares during the period ended March 31, 2015.

We do not have enough money to meet our cash requirements for the next twelve months, as we have yet to commence operations, have not generated any revenues and there can be no assurance that we can generate significant revenues from operations.   The Company's management is exploring a variety of options to meet the Company's cash requirements and future capital requirements, including the possibility of equity offerings, debt financing and business combinations. There can be no assurance that the Company will be able to raise additional capital, and if the Company is unable to raise additional capital, it will unlikely be able to continue as a going concern.

Going Concern

As of the date of this report, there is substantial doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow to fund our business operations.  The financial statements included in this report have been prepared on the going concern basis, which assumes that we will be able to realize our assets and discharge our obligations in the normal course of business.  If we are not to continue as a going concern, we would likely not be able to realize our assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial statements.

Our future success and viability, therefore, are dependent upon our ability to generate capital financing.  The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon us and our shareholders.



10



Off-Balance Sheet Arrangements

We do not have any 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 or operations, liquidity, capital expenditures or capital resources that is material to investors.

Contractual Obligations

None.

Critical Accounting Policies

There have been no material changes in our existing accounting policies and estimates from the disclosures included in our 2014 Form 10-K, except for the newly adopted accounting policies as disclosed in the interim financial statements.


ITEM 3. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Pursuant to Item 305(e) of Regulation S-K, the Company, as a smaller reporting company, is not required to provide the information required by this item.
 
 
ITEM 4. - CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this Quarterly Report on Form 10-Q, an evaluation was carried out by our management, with the participation of our Principal Executive Officer who also serves as our Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as of March 31, 2015.

Based on that evaluation, our Principal Executive Officer and our Principal Financial Officer has concluded that, as of March 31, 2015, our disclosure controls and procedures were not effective to detect the inappropriate application of US GAAP rules. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our disclosure controls and procedures resulting in material weaknesses.

Such material weaknesses include: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the  establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

As of March 31, 2015 the deficiencies have not been remedied due to our lack of sufficient capital resources.  We are working to remedy our deficiencies.

Changes in Internal Control Over Financial Reporting

As of March 31, 2015, there have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the period ended March 31, 2015, that materially affected, or are reasonably likely to materially affect, our company's internal control over financial reporting.
11




PART II. OTHER INFORMATION


ITEM 1. - LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business.  However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.


ITEM 2. - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

On March 21, 2012, a former officer and director of the Company returned his 18,000,000 restricted shares of common stock to the corporate treasury in exchange for $5,000.

Recent Sales of Unregistered Securities

On March 21, 2012, the Company sold 18,000,000 shares of its treasury stock at cost for $5,000 cash.
The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933 on the grounds that the transaction did not involve a public offering and the purchaser was furnished with the same information that could be found in a Form S-1 registration statement and was determined to be "sophisticated" as that term is defined in administration decisions of the SEC.


ITEM 3. - DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4. - MINE SAFETY DISCLOSURES

None.


ITEM 5. - OTHER INFORMATION

None.





12



ITEM 6. - EXHIBITS

   
Incorporated by reference
 
Exhibit
Document Description
Form
Date
Number
Filed
herewith
           
3.1
Articles of Incorporation
SB-2
02/21/2007
3.1
 
           
3.2
Bylaws
SB-2
02/21/2007
3.2
 
           
3.3
Amended Articles of Incorporation
SB-2
02/21/2007
3.3
 
           
3.4
Amended Articles of Incorporation
8-K
11/19/2008
3.4
 
           
3.5
Amended Articles of Incorporation
8-K
12/03/2014
3.5
 
           
10.1
Option Agreement dated November 17, 2008
8-K
11/19/2008
10.2
 
           
10.2
Option Sale Agreement of Petroleum and Natural Gas
Rights, dated December 16, 2009
8-K
12/18/2009
10.2
 
           
10.4
Securities Redemption Agreement between Northern
Empire Energy Corp. and Jeffrey Cocks, dated as of
March 21, 2012.  
8-K
03/23/2012
10.4
 
           
31.1
Certification of Principal Executive Officer and
Principal Financial Officer pursuant to 15d-15(e),
promulgated under the Securities and Exchange Act
of 1934, as amended
     
X
           
32.1
Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002 (Chief Executive Officer and
Chief  Financial Officer)
     
X





13




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 behalf by the undersigned, hereunto duly authorized.



 
SMARTCHASE CORP.
 
Registrant
     
 
BY:
/s/ RANIERO CORSINI
   
Raniero Corsini, Chief Executive Officer & Chief Financial Officer
 
DATED:
April 29, 2015




 
 
 
 

 






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