UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


(X )	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, ~~2010~~2011


( )	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE 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 of incorporation or organization)	(IRS Employer Identification No.)

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)


Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class	Name of each exchange on which registered
n/a	n/a

Securities registered pursuant to Section 12(g) of the Exchange Act:

Title of class

Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


	Yes	[ ]	No	[X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes [ ] ] No [X]

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 Website, 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 [ ] No [ X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.


	Yes	[ ]	No	[X]

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 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]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [X ] No [ X]

The aggregate market value of common stock held by non-affiliates of the registrant, computed by reference to the price at which the common equity was last sold, was approximately $242,~~801~~692,~~125~~035 as of December 31, ~~2009~~2010 (the last business day of the registrant’s most recently completed second quarter), assuming solely for the purpose of this calculation that all directors, officers and more than 10% stockholders of the registrant are affiliates. The determination of affiliate status for this purpose is not necessarily conclusive for any other purpose.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PAST 5 YEARS:

Indicate by check whether the issuer has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

52,~~215~~785,000 shares of common ~~shares~~stock of the registrant outstanding as of ~~September~~November 2430, ~~2010~~2012

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes.None

none

TABLE OF CONTENTS

PART 1		Page
ITEM 1.	Business.	2
ITEM 1A.	Risk Factors.	8
ITEM 1B.	Unresolved Staff Comments.	12
ITEM 2.	Properties.	12
ITEM 3.	Legal Proceedings.	13
ITEM 4.	(Removed and Reserved)	13
PART II
ITEM 5.	Market for Registrant’s Common Equity and Related Stockholder Matters	14
ITEM 6	Selected Financial Date	14
ITEM 7.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations.	15
ITEM 7A.	Quantitative and Qualitative Disclosure about Market Risk.	17
ITEM 8.	Financial Statement and Supplementary Data.	18
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	18
ITEM 9A	Controls and Procedures.	18
ITEM 9B	Other information	19
PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance	20
ITEM 11.	Executive Compensation.	22
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management	24
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	26
ITEM 14	Principal Accounting Fees and Services.	27
PART IV
ITEM 15.	Exhibits, Financial Statement Schedules	28
	SIGNATURES	30

PART 1

ITEM 1. BUSINESS

This annual 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, including the risks in the section entitled "Risk 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 financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

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

As used in this annual report, the terms "we", "us", "our company", mean Verify Smart Corp., a Nevada corporation, unless otherwise indicated.

Corporate History

The address of our principal executive office is 57 Montague Street, Brooklyn NY, USA. 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.

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.

Our Current Business

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~~TABLE weOF 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.CONTENTS

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.


PART 1		Page

ITEM 1.	Business.	4

ITEM 1A.	Risk Factors.	7

ITEM 1B.	Unresolved Staff Comments.	11

ITEM 2.	Properties.	11

ITEM 3.	Legal Proceedings.	11

ITEM 4.	(Removed and Reserved)	11

PART II

ITEM 5.	Market for Registrant’s Common Equity and Related Stockholder Matters	11

ITEM 6	Selected Financial Date	13

ITEM 7.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations.	13

ITEM 7A.	Quantitative and Qualitative Disclosure about Market Risk.	23

ITEM 8.	Financial Statement and Supplementary Data.	23

ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	38

ITEM 9A	Controls and Procedures.	38

ITEM 9B	Other information	39

PART III

ITEM 10.	Directors, Executive Officers of the Registrant	40

ITEM 11.	Executive Compensation.	43

ITEM 12.	Security Ownership of Certain Beneficial Owners and Management	45

ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	47

ITEM 14	Principal Accounting Fees and Services.	48

PART IV

ITEM 15.	Exhibits, Financial Statement Schedules	49

SIGNATURES		51

Also effective March 19, 2009, we 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 November 31, 2009, Tony Cinotti was appointed as a director of our company.

Our board of director now consists of Tony Cinotti.

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.

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~~FORWARD-LOOKING 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.STATEMENTS

~~Under~~This report includes forward-looking statements with-in the ~~license,~~meaning ~~Ralph~~of ~~Santos~~Section ~~received~~27A aof ~~10%~~the ~~carried~~Securities ~~equity~~Act ~~interest~~(the in"Securities Act") and Section 21E of the ~~Gateway~~Securities ~~internet~~Exchange ~~business~~Act of 1934, as amended (the ~~joint~~"Exchange ~~venture~~Act"). ~~corporation~~We have based these statements on our beliefs and assumptions, based on information currently available to us. MrThese forward-looking statements are subject to risks and uncertainties. ~~Santos~~Forward-looking isstatements ~~also~~include athe ~~significant~~information ~~equity~~concerning ~~owner~~our inpossible ~~Verified~~or ~~Transactions~~assumed ~~Corp.~~future results of operations, our total market opportunity and ~~Verified~~our ~~Capital~~business ~~Corp~~plans and objectives set forth under the sections entitled "Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

OnForward-looking ~~March~~statements ~~25,~~are ~~2009,~~not weguarantees ~~entered~~of ~~into~~performance. aOur ~~consulting~~future ~~agreement~~results ~~with~~and ~~Duke~~requirements ~~Enterprises~~may ~~LLC~~differ ~~wherein~~materially ~~Duke~~from ~~Enterprises~~those ~~has~~described ~~agreed~~in tothe ~~provide~~forward-looking ~~certain consulting services to our company~~statements. AsMany ~~compensation~~of ~~under~~ the ~~agreement,~~factors wethat ~~have~~will ~~agreed~~determine tothese ~~issue~~results ~~75,000~~and ~~restricted~~requirements ~~common~~are ~~shares~~beyond of our ~~company~~control. ~~The~~In ~~75,000~~addition ~~restricted~~to ~~shares~~the ~~were~~risks ~~issued~~and onuncertainties ~~May~~discussed ~~19,~~in ~~2009.~~"Business" ~~The~~and ~~agreement~~"Management's ~~expired~~Discussion onand ~~September~~Analysis ~~25,~~of ~~2009.~~Financial Condition and Results of

~~On March 30~~Operations," ~~2009,~~investors weshould ~~entered~~consider ~~into~~those adiscussed ~~consulting agreement with New Vision Consulting Corporation, wherein New Vision has agreed to provide certain consulting services to our company. As compensation~~ under ~~the~~"Risk ~~agreement~~Factors, weand ~~have~~elsewhere ~~agreed to issue 1~~herein,~~000,000~~ ~~restricted~~and ~~common~~in ~~shares~~other offilings ~~our~~with ~~company.~~the ~~As further compensation for services to be rendered, New Vision shall receive an additional 500,000 restricted common shares of our company~~SEC. ~~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~~These ~~June~~forward-looking 5,statements ~~2009,~~speak weonly ~~entered~~as ~~into~~of anthe ~~agreement~~date ~~with~~of ~~Ellick~~this ~~Corporation~~report. toWe ~~provide~~do ~~our~~not ~~Verify~~intend ~~Gateway,~~to ~~VeriSmart~~update ~~Card~~or ~~and~~revise ~~VerifyNgo~~any ~~suite~~forward-looking ofstatements ~~services.~~to Asreflect ~~part~~changes ofin ~~this~~our ~~agreement,~~business ~~Ellick~~anticipated ~~Corp.~~results ~~will~~of ~~provide~~ our ~~company~~operations, ~~with~~strategy ~~Voice~~or ~~Over~~planned ~~Internet~~capital ~~Protocol~~expenditures, ~~(VOIP)~~or ~~and~~to ~~Contact~~reflect ~~Centre~~the ~~capabilities~~occurrence inof ~~Manila.~~unanticipated ~~The agreement expires on May 15, 2010~~events.

~~Effective~~PART ~~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.~~1

~~Effective~~ITEM ~~June 19, 2009, we entered into an agreement with BetED Corporation to provide our VerifyGateway and VerifyNgo suite of services~~1. ~~The agreement expires on May 15, 2010.~~BUSINESS

OnThis ~~July~~annual ~~14,~~report ~~2009~~contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, weyou ~~entered~~can ~~into~~identify aforward-looking ~~consulting~~statements ~~agreement~~by ~~with~~terminology ~~Wei~~such ~~(David)~~as ~~Cheng~~"may", ~~wherein~~"should", ~~David~~"expects", ~~Cheng~~"plans", ~~has~~"anticipates", ~~agreed~~"believes", to"estimates", ~~provide~~"predicts", ~~certain~~"potential" ~~consulting~~or ~~services~~"continue" toor ~~our~~the ~~company~~negative of these terms or other comparable terminology. AsThese ~~compensation~~statements ~~under~~are ~~the~~only ~~agreement~~predictions and involve known and unknown risks, weuncertainties ~~have~~and ~~agreed~~other tofactors, ~~issue~~including 50the risks in the section entitled "Risk Factors”,~~000~~ ~~restricted~~which ~~common~~may ~~shares~~cause ofour or our ~~company.~~industry's ~~The~~actual 50results,~~000~~ ~~common~~levels ~~shares~~of ~~were~~activity, ~~issued~~performance onor ~~August~~achievements ~~15,~~to ~~2009.~~be ~~The~~materially ~~agreement~~different ~~expires~~from onany ~~January~~future 14results, ~~2010~~levels of activity, performance or achievements expressed or implied by these forward-looking statements.

OnAlthough ~~July 14, 2009,~~ we ~~entered~~believe ~~into~~that anthe ~~investment~~expectations ~~purchase~~reflected ~~agreement~~in ~~with~~the ~~Black~~forward-looking ~~Diamond~~statements ~~Investment~~are ~~Group~~reasonable, ~~Corp.~~we ~~wherein~~cannot ~~Black~~guarantee ~~Diamond~~future ~~had agreed to purchase 500~~results,~~000~~ ~~common~~levels ~~shares in consideration~~ of ~~the~~activity, ~~payment~~performance ofor $0achievements.50 ~~per~~Except ~~share~~as ~~for~~required anby ~~aggregate~~applicable ~~purchase price of $250~~law,~~000.~~ Weincluding ~~issued~~ the ~~500,000~~securities ~~common~~laws ~~shares~~of onthe ~~August~~United 15States, ~~2009.~~we ~~These~~do ~~shares~~not ~~were~~intend ~~issued~~to inupdate ~~error.~~any ~~The~~of ~~Black Diamond agreement was with VerifySmart Corp. (BVI), a private company, and~~ the ~~above~~forward-looking ~~shares~~statements ~~are being returned~~ to ~~treasury~~conform ~~for~~these ~~cancellation~~statements ~~and~~to ~~the~~actual ~~correct share issuance will take place from the private company~~results.

~~Effective~~Our ~~August~~financial ~~14,~~statements ~~2009,~~are westated ~~entered~~in ~~into~~United aStates ~~consulting~~Dollars ~~agreement~~(US$) ~~with~~and ~~Cohen~~are ~~Independent~~prepared ~~Research~~in ~~Group~~accordance ~~wherein~~with ~~Cohen~~United ~~Independent~~States ~~Research~~Generally ~~has~~Accepted ~~agreed~~Accounting ~~to provide certain consulting services to our company~~Principles. 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.

OnIn ~~September~~this ~~22,~~annual ~~2009~~report, ~~the~~unless ~~Company~~otherwise ~~entered~~specified, ~~into~~all adollar ~~compensation~~amounts ~~agreement~~are ~~with~~expressed ~~AMG~~in ~~Group~~United ~~Inc.~~States ~~(“AMG”)~~Dollars ~~wherein~~and ~~AMG~~all ~~has~~references ~~agreed~~ to ~~provide~~"common ~~certain~~shares" ~~consulting~~refer ~~services~~ to the ~~company.~~common ~~The~~shares ~~agreement~~in ~~was~~our ~~terminated~~capital ~~on March 31, 2010~~stock.

4As used in this annual report, the terms "we", "us", "our company", mean Verify Smart Corp., a Nevada corporation, unless otherwise indicated.

~~Description~~Corporate ~~of the Joint Venture Business~~History

The ~~joint~~address ~~venture~~of ~~business~~our ~~will~~principal ~~market~~executive ~~and~~office ~~sell~~is ~~its~~57 ~~licensed~~Montague ~~software which provides a comprehensive solution to credit card fraud by addressing the security needs of consumer clients~~Street, ~~credit~~Brooklyn ~~card companies~~NY, ~~banks~~USA. ~~and~~Our ~~merchants~~telephone ~~through~~number ~~instant verification that~~ is ~~inexpensive~~(718) ~~to implement and simple to use~~855-7136.

~~The~~Effective ~~software~~March ~~operates~~19, ~~through~~2009, we effected a fifteen (15) for one (1) forward stock split of our authorized and issued and outstanding common stock and the ~~use~~reduction of our authorized common stock As a ~~cellular~~result, ~~phone~~our ~~for~~authorized ~~secured~~capital ~~verification~~changed to 250,000,000 shares of ~~monetary~~common ~~transactions.~~stock ~~The~~with ~~software~~a ~~has~~par ~~been~~value ~~developed~~of to$0.001, ~~include~~and ~~debit~~on ~~card~~the ~~purchases~~effective date, ~~internet~~our ~~purchases~~issued and outstanding shares increased from 4,000,000 ~~ATM~~shares of common stock to 60,000,000 ~~passport~~shares ~~and~~of ~~mortgage~~common ~~verification~~stock.

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.4

~~The~~Also ~~acquisition~~effective ~~contemplated~~March by19, ~~the~~2009, ~~preliminary~~we ~~discussions~~have ischanged ~~subject~~our toname ~~the~~from ~~fulfillment~~"Treasure ofExplorations ~~certain~~Inc." ~~conditions~~to ~~precedent,~~"Verify ~~due~~Smart ~~diligence and the negotiation of a definitive agreement~~Corp.".

OnThe ~~April~~name 3,change ~~2009,~~and weforward ~~entered~~stock ~~into~~split anbecame ~~agreement~~effective with ~~China~~the ~~Trust~~Over-the-Counter toBulletin ~~launch~~Board ~~our~~at ~~first~~the ~~credit~~opening ~~card~~for ~~"VeriSmart(TM)~~trading ~~Platinum~~on ~~Visa~~March 24, 2009 under the new stock symbol "VSMR".

~~Under~~We ~~the~~have ~~terms~~not ofbeen ~~the~~involved ~~agreement,~~in ~~China~~any ~~Trust will distribute~~bankruptcy, ~~for~~receivership ~~pilot,~~or ~~2,500~~similar 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, anywhereproceeding.

OnOur ~~April~~Current 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:Business

* WebWe were incorporated in the state of Nevada on May 31, 2006. From our incorporation to March 19, 2009, we had been in the business of the exploration and ~~Mobile~~development ~~Application~~of ~~Development~~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.

* DataBecause ~~Centre~~we ~~infrastructure~~were ~~servicing~~not ~~Europe~~successful in our exploration program, we abandoned the mineral claims and ~~located~~focused inon ~~Slovakia~~the identification of suitable businesses with which to enter into a business opportunity or business combination.

* MarketingEffective ~~access~~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 changed to 250,000,000 shares of common stock with a ~~legacy~~par ~~worldwide~~value ~~customer~~of ~~base~~$0.001, and on the effective date, our issued and outstanding shares increased from 4,000,000 shares of ~~130~~common stock to 60,000,000 shares of common stock.

* MarketingAlso ~~access~~effective March 19, 2009, we changed our name from "Treasure Explorations Inc." to ~~established~~"Verify ~~European~~Smart ~~Financial~~Corp". ~~Industry~~The ~~vertical~~change of name was approved by our directors and a majority of our shareholders.

~~Our~~On ~~Products~~November /31, ~~Services~~2009, Tony Cinotti was appointed as a director of our company.

~~Through~~Our ~~our~~board ~~interest~~of indirectors ~~the~~now ~~joint~~consists ~~venture, we currently offer or intend to offer the following four product lines consisting~~ of ~~(i)~~Tony ~~VerifyNGo, (ii) VerifyGateway, (iii) VerifyTransfer and (iv) VeriSmart Card~~Cinotti.

~~Verifyngo~~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.

~~VerifyNGo~~Upon isthe asatisfaction ~~comprehensive~~of ~~authentication~~customary ~~system~~closing ~~which~~conditions, ~~addresses~~the ~~security~~Company ~~concerns~~will ~~through~~contribute an ~~instant~~aggregate ~~verification~~of ~~process. It is an easy~~$5,000,000 ~~inexpensive~~to ~~and~~the ~~unique~~joint ~~solution~~venture ~~that~~corporation, ~~uses~~payable aas ~~response~~ to an$2,000,000 ~~individual's~~by ~~mobile~~May ~~phone~~1, as2009 ~~verification~~and ~~for~~$3,000,000 aby ~~transaction.~~July ~~VerifyNGo address the security needs of clients~~1, ~~credit card companies~~2009, ~~banks~~for ~~and~~a ~~merchants~~70% ~~through~~interest anin ~~instant~~the ~~verification~~joint ~~process~~venture corporation.

~~VerifyNGo~~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 ~~provide~~grant ~~secure~~to ~~verification~~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 ~~following~~joint ~~types~~venture corporation. Verified Capital Corp. will be granted a 5% interest in the joint venture corporation upon the transfer of ~~transactions:~~certain assets.

* debitUpon the closing of the joint venture agreement, the Company would be the operator of the joint venture corporation and ~~credit~~will ~~card~~contract ~~purchases~~with Verified Capital Corp. to be the sub-operator.

* internetAs ~~purchases~~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.

* ATM transactions5

* passportEffective ~~applications~~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.

* creditDESCRIPTION ~~applications~~OF THE BUSINESS

5The 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 ~~verifications~~verification.

* ~~access~~gift tocards ~~medical~~(pre-loaded ~~history~~format).

* entry into secured areasCompetition

~~VerifyNGo~~Our ~~requires~~product noofferings ~~special~~are ~~hardware~~targeted at the rapidly evolving market for Internet security services, ~~software~~including network security, ~~upgrades~~authentication orand ~~training~~validation, which enable secure e-commerce and communications over wireline and wireless IP networks. ~~All~~The ~~that~~market isfor ~~required~~authentication and verification products is ~~for~~intensely ~~the~~competitive, ~~user~~subject to ~~have~~rapid achange ~~mobile~~and ~~phone~~significantly oraffected ~~PDA~~by new product and service introductions and other market activities of industry participants.

ANo ~~typical~~assurance ~~VerifyNGo~~can ~~process~~be ~~occurs~~given that our competitors will not develop new technologies or enhancements to existing products or services or introduce new products and services that will offer superior price or performance features. We expect our competitors to offer new and existing products and services at prices necessary to gain or retain market share. Some of our competitors have substantial financial resources, which may enable them to withstand sustained price competition or a market downturn better than us. There can be no assurance that we will be able to compete successfully in the ~~following~~pricing ~~way:~~of our products and services, or otherwise, in the future.

~~The~~Government 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.Regulation

~~The~~In ~~message~~order ~~options~~to ~~include:~~offer products that connect to payment networks, electronic payment system providers must certify their products and services with card associations, financial institutions, and payment processors, as well as comply with government and telecommunications company regulations.

* PhoneSales ~~call~~and Marketing

* SMSBusiness ~~detailing~~development ~~the~~encompassing ~~action~~sales and marketing efforts has been achieved through our network of contacts that lead to engagement with key decision makers of companies in our target market.

* OneIntellectual ~~time password via SMS~~Property

* WAPWe ~~Push,~~rely ~~opening~~primarily on a ~~mobile~~combination ~~web~~of ~~page~~copyrights, trademarks, service marks, patents, restrictions on disclosure and other methods to protect our intellectual property. We also enter into confidentiality and/or invention assignment agreements with our employees, consultants and current and potential affiliates, customers and business partners. We also generally control access to and distribution of proprietary documentation and other confidential information.

~~The~~We ~~user~~have ~~receives~~filed numerous patent applications with respect to certain of our technology in the ~~request~~U.S. Patent and ~~authorizes~~Trademark ~~the~~Office ~~action~~and ~~via~~patent ~~mobile~~offices ~~phone~~outside orthe ~~PDA~~U.S. ~~Finally,~~Patents ~~the~~may ~~system~~not ~~receives~~be ~~the~~awarded ~~response,~~with ~~determines~~respect ~~authenticity~~to these applications and ~~then~~even ~~grants~~if orsuch ~~denies~~patents ~~the~~are ~~user's~~awarded, ~~access~~such topatents ~~the~~may ~~action~~not provide us with sufficient protection of our intellectual property.

~~Verifygateway~~We do not have any trademark registrations.

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.6

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.Employees

~~Business-to-business~~Our ~~services~~only ~~include:~~employee is our director.

* ProcessingGoing ~~transaction for major credit cards such as Mastercard and Visa~~Concern

* PCI-certifiedWe ~~processing~~anticipate ~~centers~~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 equity financing.

* Support for major merchant processing networksSubsidiaries

* TransactionWe ~~reports~~do ~~with~~not ~~the~~have ~~necessary~~any ~~data to track daily activity~~subsidiaries.

* ReliableReports ~~and~~to ~~secure~~Security ~~business solutions~~Holders

~~Verifytransfer~~We are not required to deliver an annual report to our stockholders but will voluntarily send an annual report, together with our annual audited financial statements upon request. We are required to file annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to the public over the Internet at the SEC's website at http://www.sec.gov.

~~VerifyTransfer~~The ispublic amay ~~comprehensive~~read ~~remittance~~and ~~service~~copy ~~allowing~~any ~~business~~materials ~~clients~~filed toby ~~easily~~us ~~and~~with ~~securely~~the ~~send~~SEC ~~and~~at ~~receive~~the ~~money~~SEC's ~~instantly,~~Public inReference ~~person,~~Room ~~online~~at 100 F Street, ~~wirelessly~~NE, orWashington DC 20549. The public may obtain information on the operation of the Public Reference Room by ~~phone~~calling the SEC at 1-800-SEC-0330 1-800-SEC-0330 . We are an electronic filer. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The Internet address of the site is http://www.sec.gov.

~~Using~~ITEM ~~VerifyGateway,~~1A. ~~VerifyTransfer~~RISK ~~covers all aspects of the process from transaction logging to retrieval.~~FACTORS

~~The~~Risk ~~service offers:~~Factors

* easierAn ~~remittance~~investment ~~payments~~in our securities involves a high degree of risk. In evaluating our business and its future expectations, an investor should consider carefully the risk factors noted below. Any of the following risk factors, if they occur, could seriously harm our business and its operations. There may be risk factors we do not know exist at this time and therefore they are not included in the risk factors listed below. Even if they are deemed immaterial at the present time, they could develop whereby they will adversely affect our business. Our shares are speculative by nature and therefore the risk of purchasing our share is high. One should consider whether they can assume a loss of their entire investment.

* fasterAll ~~data~~future ~~transmission~~investors in our shares should read this Form 10-K in its entirety including the financial statements and notes attached thereto.

6Risks Relating to Our Business

* multipleOur ~~recipient~~limited ~~accounts~~operating history may not serve as an adequate basis to judge our future prospects and results of operations.

* fastWe have a limited operating history. As such, ~~flexible~~our ~~payment~~historical ~~options~~operating results may not provide a meaningful basis for evaluating our business, financial performance and prospects. We may not be able to achieve a similar growth rate in future periods. Accordingly, you should not rely on our results of operations for any prior periods as an indication of our future performance. Our success is significantly dependent on meeting business objectives. Our operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We are in the development stage and potential investors should be aware of the difficulties normally encountered by enterprises in the development stage. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.

* 24 hour, 7 ~~day/week client support~~

* cutting-edgeWe ~~security,~~have ~~fraud~~incurred ~~monitoring,~~losses in prior periods and ~~reporting~~may incur losses in the future.

* increasedWe ~~accuracy~~incurred net losses of $1,592,114 for the period from May 31, 2006 (inception) to June 30, 2011. No assurance can be given that we can achieve or sustain profitability on a quarterly or annual basis in the future. Our operations are subject to the risks and ~~speed~~competition inherent in the establishment of ~~contributions~~a business enterprise. No assurance can be given that future operations will be profitable. We may not achieve our business objectives and the failure to ~~member~~achieve ~~accounts~~such goals would have an adverse impact on us.

* synchronizationWe ~~with~~have ~~sophisticated~~limited ~~retrieval~~funds ~~methods~~available for operating expenses. If we do not obtain funds when needed, ~~including~~we ~~remittance~~will onhave ~~Visa~~to ~~cards~~cease our operations.

* mobileCurrently, we have limited operating capital. As of June 30, 2011, our cash available was approximately $2,727. In the foreseeable future, we expect to ~~mobile~~incur ~~money~~significant ~~transfers~~expenses ~~(PDA's~~during the development stage of our identity protection/secured transaction services business. During the year ended June 30, 2011, we have not raised any equity funding. We may be unable to locate further sources of capital or may find that capital is not available on terms that are acceptable to us to fund our additional expenses. There is the possibility that we will run out of funds, and ~~Iphones)~~this may affect our operations and thus our profitability. If we cannot obtain funds when needed, we may have to cease our operations.

*We ~~comprehensive~~depend ~~tracking~~on attracting and ~~reporting~~retaining onqualified ~~transactions~~employees, ~~and~~the ~~client~~failure ~~accounts,~~of ~~providing~~which ~~details~~could ~~and~~result ~~history~~in a material decline in our revenues.

~~Verismart~~We ~~Card~~are a provider of identity protection/secured transaction services. Our revenues and future growth depend on our ability to attract and retain qualified employees. This is especially crucial to our business, as these employees will generate revenue by providing the services that are the staple product that we offer. We may face difficulties in recruiting and retaining sufficient numbers of qualified employees because the market may not have enough of such personnel. In addition, we compete with other companies for qualified employees. If we are unable to retain such employees, we could face a material decline in our revenue.

~~The~~If ~~VeriSmart~~we ~~Card~~fail ~~is a Visa cobranded, multipurpose prepaid card designed~~ to ~~work~~implement ~~optimally~~our ~~with~~business ~~VeriSmart's~~strategy, ~~own~~our ~~secure remittance service~~business, ~~VerifyTransfer,~~financial orcondition toand beresults ~~easily~~of ~~integrated~~operations ~~with~~could ~~any~~be ~~existing~~materially ~~remittance~~and ~~platform~~adversely affected.

ItOur ~~can~~future financial performance and success are dependent in large part upon our ability to implement our business strategy successfully. We may not be ~~used~~able to implement our business strategy successfully or achieve the anticipated benefits of our business plan. If we are unable to do so, ~~worldwide~~our long-term growth and profitability may be adversely affected. Even if we are able to implement some or all of the initiatives of our business plan successfully, ~~for:~~our operating results may not improve to the extent we anticipate, or at all.

* traditionalOur ~~debit/credit~~success ~~card~~depends ~~transactions~~on inour ~~Visa~~ability ~~affiliated~~to ~~establishments~~manage growth effectively. If we do not manage growth effectively, we may not be able to maintain profitability.

*Even ~~payment~~if ~~processing~~we ~~between~~are ~~individuals~~successful in obtaining new business, failure to manage our growth could adversely affect our financial condition. We may experience extended periods of very rapid growth. If we are not able to manage our growth effectively, our business and ~~organizations~~financial (econdition could materially suffer.g Our growth may significantly strain our managerial, operational and financial resources and systems.; ~~commission~~To manage our growth effectively, we will have to continue to implement and ~~payroll~~improve ~~payments~~our operational, ~~accounts~~financial ~~payable~~and management controls, ~~etc~~reporting systems and procedures.) In addition, we must effectively expand, train and manage our employees. We will be unable to manage our businesses effectively if we are unable to alleviate the strain on resources caused by growth in a timely and successful manner. We may not be able to manage our growth and a failure to do so could have a material adverse effect on our business.

* ATMU.S. ~~transactions~~investors ~~for~~may ~~Visa~~experience ~~ATMs~~difficulties in attempting to enforce judgments based upon U.S. federal securities laws against us and our non-U.S. resident directors.

* giftAll ~~cards~~of ~~(pre-loaded~~our ~~format)~~operations and our assets are located outside the United States and some of our directors and officer are foreign citizens. As a result, it may be difficult or impossible for U.S. investors to enforce judgments of U.S. courts for civil liabilities against any of our individual directors or officers.

~~Competition~~8

Our ~~product~~auditors ~~offerings~~have ~~are~~expressed ~~targeted~~substantial atdoubt ~~the~~about ~~rapidly~~our ~~evolving~~ability market for Internet security services, including network security, authentication and validation, which enable secure e-commerce and communications over wireline and wireless IP networks. The market for authentication and verification products is intensely competitive, subject to ~~rapid~~continue ~~change~~as ~~and~~a ~~significantly~~going ~~affected by new product and service introductions and other market activities of industry participants~~concern.

NoOur ~~assurance~~auditors’ ~~can~~report beon ~~given that~~ our ~~competitors~~June ~~will~~30, ~~not~~2011 ~~develop~~financial ~~new~~statements ~~technologies~~expressed oran ~~enhancements~~opinion tothat ~~existing~~our ~~products~~Company’s orcapital ~~services~~resources oras ~~introduce~~of ~~new~~June ~~products~~30, ~~and~~2011 ~~services~~are ~~that~~not ~~will~~sufficient ~~offer~~to ~~superior~~sustain ~~price~~operations or ~~performance~~complete ~~features. We expect~~ our ~~competitors~~planned toactivities ~~offer~~for ~~new~~the ~~and~~upcoming ~~existing~~year ~~products~~unless ~~and~~we ~~services~~raise atadditional ~~prices~~funds. These ~~necessary~~conditions toraise ~~gain~~substantial ordoubt ~~retain~~about ~~market share. Some of~~ our ~~competitors~~ability ~~have~~to ~~substantial~~continue ~~financial~~as ~~resources,~~a ~~which~~going ~~may~~concern. If ~~enable~~we ~~them~~do tonot ~~withstand~~obtain ~~sustained~~additional ~~price~~funds ~~competition~~there oris athe ~~market~~distinct ~~downturn~~possibility ~~better~~that ~~than~~we ~~us.~~will ~~There~~no ~~can~~longer be noa ~~assurance~~going ~~that~~concern weand will becease ~~able~~operation towhich ~~compete~~means ~~successfully~~any inpersons ~~the~~purchasing ~~pricing~~shares ofwill ~~our~~loss ~~products~~their ~~and~~entire ~~services,~~investment ~~or otherwise,~~ in ~~the~~our ~~future~~Company.

~~Government~~If ~~Regulation~~we cannot continue to develop or acquire rights to new products in a timely manner, and at favorable margins, we may not be able to compete effectively.

InWe ~~order~~believe that our future success will depend, in part, upon our ability to ~~offer~~introduce innovative design extensions for our existing products ~~that~~and ~~connect~~to develop, or acquire the rights to ~~payment~~market ~~networks~~and distribute, ~~electronic~~new ~~payment~~products. ~~system~~No ~~providers~~assurance ~~must~~can ~~certify~~be ~~their~~given ~~products~~that ~~and~~we ~~services~~will ~~with~~be ~~card~~successful ~~associations~~in the introduction, ~~financial~~distribution ~~institutions~~and marketing of any new products or product innovations or achieve market acceptance of such products. Our failure to develop or acquire rights to new products or to introduce such products successfully and in a timely manner, and ~~payment~~at ~~processors~~favorable margins, aswould ~~well~~harm asour ~~comply~~ability ~~with~~to ~~government~~successfully grow our business and ~~telecommunications~~could ~~company~~have ~~regulations~~a material adverse effect on our business, results of operations and financial condition.

~~Sales~~If we are unable to obtain additional financing our business operations will be harmed and ~~Marketing~~if we do obtain additional financing our then existing stockholders may suffer substantial dilution.

~~Business~~We ~~development~~will ~~encompassing~~need ~~sales~~to ~~and~~obtain ~~marketing~~additional ~~efforts~~financing ~~has~~in ~~been~~order ~~achieved~~to ~~through~~complete our ~~network~~business ofplan. Obtaining ~~contacts~~additional ~~that~~financing ~~lead~~will be subject to ~~engagement~~market ~~with~~conditions, ~~key~~industry ~~decision~~trends, ~~makers~~investor ofsentiment ~~companies~~and ininvestor acceptance of our ~~target~~business ~~market~~plan and management. These factors may make the timing, amount, terms and conditions of additional financing unattractive or unavailable to us. If we are not successful in obtaining financing in

7the amount necessary to further our operations or unable to obtain financing on favorable terms, implementation of our business plan may fail or be delayed. If we are unsuccessful in obtaining additional financing when we need it, our business may fail before we ever become profitable and our stockholders may lose their entire investment. If we are successful in obtaining additional financing it would likely result in dilution to existing stockholders.

~~Intellectual~~We ~~Property~~may be subject to new future corporate governance and internal control reporting requirements, and our costs related to compliance with, or our failure to comply with existing and future requirements, could adversely affect our business.

We ~~rely~~may ~~primarily~~face onnew acorporate ~~combination~~governance requirements under the Sarbanes-Oxley Act of ~~copyrights~~2002, ~~trademarks,~~as ~~service~~well ~~marks,~~as ~~patents~~new rules and regulations that may be subsequently adopted by the Securities and Exchange Commission and the Public Company Accounting Oversight Board. These laws, ~~restrictions~~rules onand ~~disclosure~~regulations continue to evolve and ~~other~~may ~~methods~~become increasingly stringent in the future. We are presently not required to ~~protect~~evaluate our ~~intellectual~~internal ~~property.~~control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). We ~~also~~strive ~~enter~~to ~~into~~continuously ~~confidentiality~~evaluate and~~/or~~ ~~invention~~improve ~~assignment~~our ~~agreements~~control structure. The financial cost of compliance with ~~our~~future ~~employees~~laws, ~~consultants~~rules and ~~current~~regulations ~~and~~is ~~potential~~expected ~~affiliates~~to be substantial. No assurance can be given that we will be able to fully comply with these future laws, ~~customers~~rules and ~~business~~regulations ~~partners.~~that Weaddress ~~also~~corporate ~~generally~~governance, internal control ~~access~~reporting and similar matters. Failure to comply with such laws, rules and ~~distribution~~regulations ofcould ~~proprietary~~materially ~~documentation~~adversely affect our reputation, financial condition and ~~other~~the ~~confidential~~value ~~information~~of our securities.

WeInability ~~have filed numerous patent applications with respect to certain~~ of our ~~technology~~officers ~~in the U.S. Patent~~ and ~~Trademark~~directors ~~Office~~to ~~and~~devote ~~patent~~sufficient ~~offices~~time ~~outside~~to the ~~U.S.~~operation ~~Patents~~of ~~may~~the ~~not~~business ~~be awarded with respect to these applications and evenif such patents are awarded, such patents~~ may ~~not~~limit ~~provide us with sufficient protection of~~ our ~~intellectual property~~success.

WePresently, doour officers and directors allocate only a portion of their time to the operation of our business. If the business requires more time for operations than anticipated or the business develops faster than anticipated, the officers and directors may not ~~have~~be ~~any~~able ~~trademark~~to ~~registrations~~devote sufficient time to the operation of the business to ensure that it continues as a going concern. This lack of sufficient time of our management may result in limited growth and success of the business.

~~Employees~~9

~~Our~~The ~~only~~Company ~~employee~~may ishave ~~our~~difficulty ~~director~~managing any future growth.

~~Going~~To ~~Concern~~implement our business objectives, we may need to grow rapidly in the future and we expect that such growth would lead to increased responsibility for both existing and new management personnel. To help manage future growth effectively we must hire and integrate new personnel and manage expanded operations. The growth in business, headcount and relationships with customers and other third parties is expected to place a significant strain on our management systems and resources. Our failure to manage our future growth successfully would have a material adverse effect on the quality of our products, our ability to retain customers and key personnel and our operating results and financial condition.

WeRisks ~~anticipate~~Relating ~~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~~Our ~~sufficient~~Common 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 equity financing.Shares

~~Subsidiaries~~Trading on the OTC bulletin board may be volatile and sporadic, which could depress the market price of our common shares and make it difficult for our shareholders to resell their shares.

WeOur common shares are quoted on the OTC Bulletin Board service. Trading in shares quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common shares for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any ~~subsidiaries~~of the shares.

~~Reports~~Our share is a penny stock. Trading of our share may be restricted by the SEC's Penny Stock Regulations which may limit a shareholder's ability to ~~Security~~buy ~~Holders~~and sell our shares.

WeOur ~~are~~share ~~not~~is ~~required~~a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to ~~deliver~~be any equity security that has a market price (as defined) less than $5.00 per share or an ~~annual~~exercise ~~report~~price of less than $5.00 per share, subject to ~~our~~certain ~~stockholders~~exceptions. ~~but~~Our ~~will~~securities ~~voluntarily~~are ~~send~~covered anby ~~annual~~the ~~report~~penny stock rules, ~~together~~which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with ~~our~~assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual ~~audited~~income ~~financial~~exceeding ~~statements~~$200,000 ~~upon~~or ~~request~~$300,000 jointly with their spouse. WeThe ~~are~~penny ~~required~~stock rules require a broker-dealer, prior to ~~file~~a ~~annual~~transaction in a penny stock not otherwise exempt from the rules, ~~quarterly~~to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current ~~reports~~bid and offer quotations for the penny stock, ~~proxy~~the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and ~~other~~the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the ~~Securities~~customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the shares that are subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common shares.

~~Exchange~~FINRA ~~Commission.~~sales ~~Our~~practice ~~Securities~~requirements ~~and~~may ~~Exchange~~also ~~Commission~~limit ~~filings~~a ~~are~~shareholder's ~~available~~ability to ~~the~~buy ~~public~~and ~~over~~sell ~~the~~our ~~Internet at the SEC's website at http://www~~share.~~sec.gov.~~

~~The~~In ~~public~~addition ~~may~~to ~~read~~the ~~and~~"penny ~~copy~~stock" ~~any~~rules ~~materials~~promulgated ~~filed~~ by usthe ~~with~~Securities ~~the~~and ~~SEC~~Exchange atCommission, the ~~SEC's~~Financial ~~Public~~Industry ~~Reference~~Regulatory ~~Room~~Authority, ator ~~100~~FINRA, Fhas ~~Street,~~adopted ~~NE,~~rules ~~Washington~~that DCrequire ~~20549.~~that ~~The~~in ~~public~~recommending ~~may~~an ~~obtain~~investment ~~information~~to ona ~~the~~customer, ~~operation~~a ofbroker-dealer ~~the~~must ~~Public~~have ~~Reference~~reasonable ~~Room~~grounds byfor ~~calling~~believing that the ~~SEC~~investment ~~at 1-800-SEC-0330 1-800-SEC-0330~~is .suitable Wefor ~~are~~that ancustomer. ~~electronic~~Prior ~~filer.~~to ~~The~~recommending ~~SEC~~speculative ~~maintains~~low anpriced ~~Internet~~securities ~~site~~to ~~that~~their ~~contains~~non-institutional ~~reports~~customers, ~~proxy~~broker-dealers ~~and~~must make reasonable efforts to obtain information ~~statements~~about the customer's financial status, tax status, investment objectives and other information. ~~regarding~~Under ~~issuers~~interpretations of these rules, the FINRA believes that ~~file~~there ~~electronically~~is ~~with~~a ~~the~~high ~~SEC~~probability that speculative low priced securities will not be suitable for at least some customers. The ~~Internet~~FINRA ~~address~~requirements ofmake ~~the~~it ~~site~~more isdifficult ~~http://www~~for broker-dealers to recommend that their customers buy our common shares, which may limit your ability to buy and sell our share.~~sec.gov.~~

~~ITEM 1A. RISK FACTORS~~10

~~Risk~~Trends, ~~Factors~~Risks and Uncertainties

AnWe ~~investment~~have insought ~~our~~to ~~securities~~identify ~~involves~~what awe ~~high~~believe ~~degree~~to ofbe ~~risk. In~~the ~~evaluating~~most significant risks to our business, ~~and~~but ~~its~~we ~~future~~cannot ~~expectations~~predict whether, anor ~~investor~~to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider ~~carefully~~all ~~the~~of such risk factors ~~noted~~before ~~below. Any~~making ofan ~~the~~investment ~~following~~decision ~~risk~~with ~~factors,~~respect to our common shares.

8ITEM 1B. UNRESOLVED STAFF COMMENTS

~~if they occur, could seriously harm our business and its operations.~~ There ~~may be risk factors we do not know exist at this time and therefore they~~ are ~~not~~no ~~included~~unresolved instaff ~~the~~comments ~~risk factors listed below. Even if they are deemed immaterial~~ at the ~~present~~date ~~time, they could develop whereby they will adversely affect our business. Our shares are speculative by nature and therefore the risk~~ of ~~purchasing~~this ~~our~~Form ~~share is high~~10-K. ~~One should consider whether they can assume a loss of their entire investment.~~

~~All~~ITEM ~~future investors in our shares should read this Form 10-K in its entirety including the financial statements and notes attached thereto~~2. PROPERTIES

~~Risks~~We ~~Relating~~do tonot own any real property. Our ~~Business~~principal business office is located at 57 Montague Street, Brooklyn, NY, USA 11201.

~~Our~~ITEM ~~limited~~3. ~~operating~~LEGAL ~~history may not serve as an adequate basis to judge our future prospects and results of operations.~~PROCEEDINGS

WeOther ~~have~~than aas ~~limited~~set ~~operating~~out ~~history. As such~~below, our ~~historical~~company ~~operating~~is ~~results may~~ not ~~provide~~ a ~~meaningful~~party ~~basis for evaluating our business, financial performance and prospects. We may not be able~~ to ~~achieve a similar growth rate in future periods. Accordingly, you should not rely on our results of operations for~~ any ~~prior~~pending ~~periods~~legal asproceeding anand ~~indication~~no oflegal ~~our~~proceeding ~~future performance. Our success~~ is ~~significantly~~contemplated ~~dependent~~or onthreatened ~~meeting~~as ~~business objectives. Our operations will be subject to all the risks inherent in the establishment~~ of ~~a developing enterprise and~~ the ~~uncertainties~~date ~~arising from the absence~~ of athis ~~significant~~annual ~~operating history~~report. We are in the development stage and potential investors should be aware of the difficulties normally encountered by enterprises in the development stage. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.

WeITEM ~~have~~4. ~~incurred~~(REMOVED ~~losses~~AND ~~in prior periods and may incur losses in the future.~~RESERVED)

WePART incurred net losses of $1,314,549 for the period from May 31, 2006 (inception) to June 30, 2010. No assurance can be given that we can achieve or sustain profitability on a quarterly or annual basis in the future. Our operations are subject to the risks and competition inherent in the establishment of a business enterprise. No assurance can be given that future operations will be profitable. We may not achieve our business objectives and the failure to achieve such goals would have an adverse impact on us.l1

~~Currently,~~ Market we have limited operating capital. As of June 30, 2010, our cash available was approximately $9,728. In the foreseeable future, we expect to incur significant expenses during the development stage of our identity protection/secured transaction services business. Although during the year ended June 30, 2010, we have not raised. We may be unable to locate further sources of capital or may find that capital is not available on terms that are acceptable to us to fund our additional expenses. There is the possibility that we will run out of funds, and this may affect our operations and thus our profitability. If we cannot obtain funds when needed, we may have to cease our operations.Information

We The ~~depend~~Company's oncommon ~~attracting~~stock ~~and~~is ~~retaining~~quoted ~~qualified~~in ~~employees,~~the Over-the-Counter ~~failure~~Bulletin ofBoard ~~which~~under ~~could~~the ~~result~~symbol inVSMR:OTC ~~a material decline in our revenues~~US.

We The ~~are~~following ainformation ~~provider~~concerning of identity protection/secured transaction services. Our revenues and future growth depend on our ability to attract and retain qualified employees. This is especially crucial to our business, as these employees will generate revenue by providing the ~~services~~high ~~that are the staple product that we offer. We may face difficulties in recruiting~~ and ~~retaining~~low ~~sufficient~~bid ~~numbers~~prices of ~~qualified employees because~~ the ~~market~~Company's ~~may~~common ~~not~~stock ~~have~~on ~~enough~~the ofOver-the-Counter ~~such~~Bulletin ~~personnel~~Board. ~~In addition, we compete with other companies for qualified employees. If we are unable to retain such employees, we could face a material decline in our revenue.~~


Quarterly period	High		Low
Fiscal year ended June 30, 2011:
First Quarter	$	0.23	$	0.05
Second Quarter	$	0.10	$	0.03
Third Quarter	$	0.06	$	0.01
Fourth Quarter	$	0.05	$	0.01
Fiscal year ended June 30, 2010:
First Quarter	$	1.52	$	0.80
Second Quarter	$	1.04	$	0.38
Third Quarter	$	0.54	$	0.12
Fourth Quarter	$	0.54	$	0.01

~~If we fail to implement our business strategy, our business, financial condition and results of operations could be materially and adversely affected.~~11

~~Our~~Common future financial performance and success are dependent in large part upon our ability to implement our business strategy successfully. We may not be able to implement our business strategy successfully or achieve the anticipated benefits of our business plan. If we are unable to do so, our long-term growth and profitability may be adversely affected. Even if we are able to implement some or all of the initiatives of our business plan successfully, our operating results may not improve to the extent we anticipate, or at all.Stock

~~Our~~ All ~~success~~outstanding ~~depends~~shares of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on ~~our~~all ~~ability~~matters submitted to ~~manage~~a ~~growth~~vote ~~effectively~~of stockholders of the Company. IfAll westockholders doare ~~not~~entitled ~~manage~~to ~~growth~~share ~~effectively~~equally in dividends, weif ~~may~~any, ~~not~~as may be ~~able~~declared from time to ~~maintain~~time ~~profitability~~by the Board of Directors out of funds legally available. In the event of liquidation, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights.

~~Even~~ As ~~if we are successful in obtaining new business, failure to manage our growth could adversely affect our financial condition. We may experience extended periods~~ of ~~very~~June ~~rapid growth. If we are not able to manage our growth effectively~~30, ~~our business and financial condition could materially suffer. Our growth may significantly strain our managerial~~2011, ~~operational~~there ~~and~~are ~~financial~~approximately ~~resources~~52 ~~and~~shareholders ~~systems.~~of ~~To manage our growth effectively~~record, weincluding ~~will~~beneficial ~~have~~holders toof ~~continue~~the toCompany’s ~~implement~~common ~~and improve our operational~~stock, ~~financial~~with ~~and management controls~~52, ~~reporting systems and procedures. In addition~~785,000 weshares ~~must effectively expand, train and manage our employees~~outstanding. We will be unable to manage our businesses effectively if we are unable to alleviate the strain on resources caused by growth in a timely and successful manner. We may not be able to manage our growth and a failure to do so could have a material adverse effect on our business.

~~U.S.~~The ~~investors~~Company ~~may~~had ~~experience~~no ~~difficulties~~Common shares in ~~attempting~~treasury tostock ~~enforce~~as ~~judgments~~of ~~based~~June ~~upon~~30, U2011.~~S. federal securities laws against us and our non-U.S. resident directors.~~

~~All~~The ofCompany ~~our~~is ~~operations~~authorized ~~and~~to ~~our~~issue ~~assets~~up ~~are~~to ~~located outside the United States and some of our directors and officer are foreign citizens. As a result~~250,000,000 itshares ~~may be difficult or impossible for U.S. investors to enforce judgments~~ of ~~U.S.~~common ~~courts for civil liabilities against any of our individual directors or officers~~stock.

~~Our~~The ~~auditors~~description ~~have~~of ~~expressed~~certain ~~substantial~~matters ~~doubt~~relating ~~about~~to ~~our~~the ~~ability~~securities toof ~~continue~~the asCompany is a ~~going~~summary ~~concern~~and is qualified in its entirety by the provisions of the Company's Certificate of Incorporation and By-Laws.

Our auditors’ report on our June 30, 2010 financial statements expressed an opinion that our Company’s capital resources as of June 30, 2010 are not sufficient to sustain operations or complete our planned activities for the upcoming year unless we raise additional funds. These conditions raise substantial doubt about our ability to continue as a going concern. If we do not obtain additional funds there is the distinct possibility that we will no longer be a going concern and will cease operation which means any persons purchasing shares will loss their entire investment in our Company. Dividends

IfThe weCompany ~~cannot~~has ~~continue~~not paid any cash dividends to ~~develop~~date orand ~~acquire~~does ~~rights~~not toanticipate ~~new~~or ~~products~~contemplate inpaying adividends ~~timely~~in ~~manner,~~the ~~and~~foreseeable atfuture. ~~favorable~~It ~~margins,~~is wethe ~~may~~present ~~not~~intention beof ~~able~~management to ~~compete~~utilize ~~effectively~~all available funds for the development of the Company's business.

WeDebt believe that our future success will depend, in part, upon our ability to introduce innovative design extensions for our existing products and to develop, or acquire the rights to market and distribute, new products. No assurance can be given that we will be successful in the introduction, distribution and marketing of any new products or product innovations or achieve market acceptance of such products. Our failure to develop or acquire rights to new products or to introduce such products successfully and in a timely manner, and at favorable margins, would harm our ability to successfully grow our business and could have a material adverse effect on our business, results of operations and financial condition.Securities

IfThe weCompany ~~are~~has ~~unable~~not toissued ~~obtain~~any ~~additional~~debt ~~financing~~securities ~~our~~to ~~business~~date ~~operations will be harmed~~ and ifdoes wenot doanticipate ~~obtain~~or ~~additional~~contemplate ~~financing~~issuing ~~our~~any ~~then~~debt ~~existing~~securities ~~stockholders~~in ~~may~~the ~~suffer~~foreseeable ~~substantial dilution~~future.

We Stock ~~will~~Purchase need to obtain additional financing in order to complete our business plan. Obtaining additional financing will be subject to market conditions, industry trends, investor sentiment and investor acceptance of our business plan and management. These factors may make the timing, amount, terms and conditions of additional financing unattractive or unavailable to us. If we are not successful in obtaining financing inWarrants

The Company had not issued any stock purchase warrants to June 30, 2011. Pursuant to a private placement subscription agreement, on November 9, 2012 the Company issued 500,000 units @ $0.10 per unit. Each unit consists of one share of common stock in the capital of the Company, and one common share purchase warrant. Each warrant entitles the holder to purchase one share of common stock in the capital of the Company for a period of 18 months at a price per warrant of $0.30.

~~the~~ Recent ~~amount~~Sales ~~necessary to further our operations or unable to obtain financing on favorable terms, implementation~~ of ~~our~~Unregistered business plan may fail or be delayed. If we are unsuccessful in obtaining additional financing when we need it, our business may fail before we ever become profitable and our stockholders may lose their entire investment. If we are successful in obtaining additional financing it would likely result in dilution to existing stockholders.Securities

WeDuring ~~are~~the ~~subject~~year toended ~~new~~June ~~corporate governance and internal control reporting requirements~~30, ~~and our costs related to compliance with~~2011, orthe ~~our~~Company ~~failure~~had tono ~~comply~~stock ~~with existing and future requirements, could adversely affect our business~~activity.

WeDuring ~~may face new corporate governance requirements under~~ the Sarbanes-Oxley Act of 2002, as well as new rules and regulations subsequently adopted by the Securities and Exchange Commission and the Public Company Accounting Oversight Board. These laws, rules and regulations continue to evolve and may become increasingly stringent in the future. We are required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Furthermore, an attestation report on our internal controls from our independent registered public accounting firm is required as part of our annual report for the fiscal year ~~ending~~ended June 30, 2010~~. We~~, ~~strive to continuously evaluate and improve our control structure to help ensure that we comply with Section 404 of~~ the ~~Sarbanes-Oxley~~Company ~~Act. The~~issued financial cost of compliance with these laws, rules and regulations is expected to remain substantial. No assurance can be given that we will be able to fully comply with these laws, rules and regulations that address corporate governance, internal control reporting and similar matters. Failure to comply with these laws, rules and regulations could materially adversely affect our reputation, financial condition and the ~~value~~following ofcommon ~~our securities.~~shares:

~~Inability~~i) ofOn ~~our~~July ~~officers~~14, ~~and~~2009, ~~directors~~the toCompany ~~devote~~entered ~~sufficient~~a ~~time~~consulting toservice ~~the~~agreement ~~operation~~and issued 50,000 shares of ~~the~~restricted ~~business~~common ~~may~~stock ~~limit~~at ~~our~~a ~~success~~fair value $0.53 per share, amounting $26,500 as compensation.

~~Presently,~~ii) ~~our~~On ~~officers~~August ~~and~~14, ~~directors~~2009, ~~allocate only a portion of their time to~~ the ~~operation~~Company ofentered ~~our~~into ~~business.~~a Ifconsulting ~~the~~service ~~business~~agreement ~~requires~~and ~~more~~issued ~~time for operations than anticipated or the business develops faster than anticipated~~1,000,000 ~~the~~shares ~~officers and directors may not be able to devote sufficient time to the operation~~ of ~~the~~common ~~business~~stock toat ~~ensure that it continues as~~ a ~~going~~fair ~~concern~~value $0.425 ~~This~~per ~~lack~~share, ofamounting ~~sufficient~~$425,000 ~~time~~as ~~of our management may result in limited growth and success of the business~~compensation.

~~The~~iii) ~~Company~~On ~~may~~October ~~have~~28, ~~difficulty~~2009, ~~managing~~10,000,000 ~~any~~shares ~~future~~of ~~growth~~common stock from Howard Gelfand were cancelled and returned.

Toiv) ~~implement~~On ~~our~~November ~~business~~15, ~~objectives~~2009, ~~we may need to grow rapidly in~~ the ~~future~~Company ~~and~~entered weinto ~~expect~~three ~~that~~consulting ~~such~~service ~~growth~~agreements ~~would lead to increased responsibility for both existing~~ and ~~new~~issued ~~management personnel. To help manage future growth effectively we must hire and integrate new personnel and manage expanded operations. The growth in business~~140,000 ~~headcount~~shares ~~and~~of ~~relationships~~common ~~with~~stock ~~customers~~at ~~and other third parties is expected to place~~ a ~~significant~~fair ~~strain~~value ~~on our management systems and resources~~$0. ~~Our~~475 ~~failure~~per toshare, ~~manage~~amounting ~~our future growth successfully would have a material adverse effect on the quality of our products~~$66,500 ~~our~~as ~~ability to retain customers and key personnel and our operating results and financial condition~~compensation.

~~Risks Relating to Our Common Shares~~12

~~Trading~~v) onOn April 24, 2010, the ~~OTC~~Company ~~bulletin~~issued ~~board~~550,000 ~~may~~shares beof ~~volatile~~common ~~and~~stock ~~sporadic,~~at ~~which~~$0.10 ~~could~~per ~~depress~~share ~~the~~for ~~market~~cash ~~price~~proceeds of ~~our~~$55,000. The ~~common~~Company issued 20,000 shares ~~and~~of ~~make~~common itstock ~~difficult~~at ~~for~~a ~~our~~deemed ~~shareholders~~fair tovalue ~~resell~~of ~~their~~$2,000 ~~shares~~in connection with the private placement.

~~Our~~ITEM ~~common shares are quoted on the OTC Bulletin Board service~~6. ~~Trading~~SELECTED inFINANCIAL shares quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common shares for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any of the shares.DATA

11As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

~~Our~~ITEM ~~share is a penny stock~~7. ~~Trading~~MANAGEMENT’S ofDISCUSSION ~~our~~AND ~~share~~ANALYSIS ~~may~~OF beFINANCIAL ~~restricted~~CONDITIONS byAND ~~the~~RESULTS ~~SEC's~~OF ~~Penny Stock Regulations which may limit a shareholder's ability to buy and sell our shares.~~OPERATIONS

~~Our share is a penny stock.~~ The ~~Securities~~following ~~and~~discussion ~~Exchange~~should ~~Commission has adopted Rule 15g-9 which generally defines "penny stock" to~~ be ~~any~~read ~~equity~~in ~~security~~conjunction ~~that~~with ~~has~~our aaudited ~~market~~financial ~~price~~statements ~~(as~~and ~~defined)~~the ~~less~~related ~~than~~notes ~~$5.00~~for ~~per~~the ~~share~~years orended anJune ~~exercise price of less than $5.00 per share~~30, ~~subject~~2011 ~~to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers~~ and ~~"accredited~~June ~~investors". The term "accredited investor" refers generally to institutions with assets in excess of $5~~30,~~000,000~~ or2010 ~~individuals~~that ~~with~~appear aelsewhere ~~net worth~~ in ~~excess~~this ~~of $1,000,000 or~~ annual ~~income exceeding $200,000 or $300,000 jointly with their spouse~~report. The ~~penny~~following ~~stock~~discussion ~~rules~~contains ~~require a broker~~forward-~~dealer,~~looking ~~prior~~statements tothat areflect ~~transaction~~our ~~in a penny stock not otherwise exempt from the rules~~plans, toestimates ~~deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks~~ and ~~the nature and level of risks in the penny stock market~~beliefs. ~~The~~Our ~~broker-dealer~~actual ~~also~~results ~~must~~could ~~provide~~differ ~~the~~materially ~~customer~~from ~~with~~those ~~current~~discussed ~~bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson~~ in the ~~transaction~~forward ~~and~~looking ~~monthly account~~ statements ~~showing the market value of each penny stock held in the customer's account~~. ~~The~~Factors ~~bid~~that ~~and~~could ~~offer~~cause ~~quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally~~ or incontribute ~~writing prior~~ to ~~effecting~~such ~~the~~differences ~~transaction and must be given to the customer in writing before or with the customer's confirmation. In addition~~include, ~~the~~but ~~penny~~are ~~stock~~not ~~rules~~limited ~~require that prior~~ to athose ~~transaction~~discussed inbelow ~~a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser~~ and ~~receive~~elsewhere ~~the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity~~ in ~~the~~this ~~secondary~~annual ~~market for the shares that are subject to these penny stock rules. Consequently~~report, ~~these~~particularly ~~penny~~in ~~stock rules may affect~~ the ~~ability~~section ofentitled ~~broker-dealers~~"Risk toFactors" ~~trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability~~ of ~~our~~this ~~common~~annual ~~shares~~report.

~~FINRA~~Our ~~sales~~audited ~~practice~~financial ~~requirements~~statements ~~may~~are ~~also~~stated ~~limit~~in aUnited ~~shareholder's~~States ~~ability~~Dollars toand ~~buy~~are ~~and~~prepared ~~sell~~in ~~our~~accordance ~~share~~with United States Generally Accepted Accounting Principles.

In addition to the "penny stock" rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority, or FINRA, has adopted rules that require that in recommending an investment to a customer, a brokerForward-~~dealer~~Looking must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common shares, which may limit your ability to buy and sell our share.Statements

~~Trends~~This report contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, ~~Risks~~you can identify forward-looking statements by terminology including, "could" "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and ~~Uncertainties~~the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

WeWhile ~~have~~these ~~sought~~forward-looking ~~to identify what we believe to be the most significant risks to our business~~statements, ~~but~~and weany ~~cannot~~assumptions ~~predict~~upon ~~whether,~~which orthey toare ~~what extent~~based, ~~any~~are ofmade ~~such~~in ~~risks~~good ~~may~~faith beand ~~realized~~reflect ~~nor~~our ~~can~~current wejudgment ~~guarantee~~regarding ~~that~~the wedirection ~~have~~of ~~identified~~our ~~all~~business, ~~possible~~actual ~~risks~~results ~~that~~will ~~might~~almost ~~arise.~~always ~~Investors~~vary, ~~should~~sometimes ~~carefully~~materially, ~~consider~~from ~~all~~any ofestimates, ~~such~~predictions, ~~risk~~projections, ~~factors~~assumptions ~~before~~or ~~making~~other anfuture ~~investment~~performance ~~decision~~suggested ~~with~~in ~~respect~~this toAnnual ~~our common shares~~Report.

~~ITEM~~Recently ~~1B. UNRESOLVED~~Issued ~~STAFF~~Accounting ~~COMMENTS~~Pronouncements

~~There~~Refer ~~are~~to nothe ~~unresolved~~notes ~~staff~~to ~~comments~~the atfinancial ~~the~~statements ~~date~~for a complete description of ~~this~~recent ~~Form~~accounting ~~10-K~~pronouncements.

12Company Overview

~~ITEM~~Verify 2Smart Corp. ~~PROPERTIES~~ (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 commenced activity involving developing and selling internet security software for credit card fraud prevention.

~~We do not own any real property. Our principal business office is located at 57 Montague Street, Brooklyn, NY, USA 11201.~~13

~~ITEM~~Critical 3.Accounting ~~LEGAL PROCEEDINGS~~Policies

~~Other~~The ~~than~~preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. The SEC has defined a company's critical accounting policies as ~~set~~the ~~out~~ones ~~below~~that are most important to the portrayal of the company's financial condition and results of operations, ~~our~~and which require the company isto ~~not~~make its most difficult and subjective judgments, often as a ~~party~~result of the need to ~~any~~make ~~pending~~estimates ~~legal~~of ~~proceeding~~matters that are inherently uncertain. We believe that our estimates and noassumptions ~~legal~~are ~~proceeding~~reasonable isunder ~~contemplated~~the orcircumstances; ~~threatened~~however, asactual results may vary from these estimates and assumptions. We have identified in Note 3 Summary of Significant Accounting Policies to the ~~date~~Financial Statements contained in Item 8 of this ~~annual~~document ~~report~~certain critical accounting policies that affect the more significant judgments and estimates used in the preparation of the financial statements.

~~ITEM~~Use 4.of ~~(REMOVED~~Estimates ~~AND~~and ~~RESERVED)~~Assumptions

13Preparation 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.

~~PART~~Development lStage lCompany

~~ITEM~~The 5Company is a development stage company as defined by SFAS 7, Accounting and Reporting by Development Stage Enterprises (codified in ASC 915, Development Stage Entities). ~~MARKET~~The ~~REGISTRANT’S~~Company ~~COMMON~~is ~~EQUITY,~~devoting ~~RELATED~~substantially ~~STOCKHOLDER~~all ~~MATTERS~~of ~~AND~~its ~~ISSUER~~present ~~PURCHASE~~efforts OFto ~~EQUITY~~establishing ~~SECURITIES~~a new business. All losses accumulated since inception have been considered as part of the Company’s development stage activities.

~~The~~Cash ~~Company is quoted on the OTCBB. The Company has not paid any dividends on its common stock,~~ and itCash ~~does not anticipate that it will pay dividends in the foreseeable future. As at June 30, 2010, the Company had 38 shareholders; one of these shareholders is an officers and director of the Company.~~Equivalents

~~There~~The ~~are~~Company noconsiders ~~warrants~~all orhighly ~~rights~~liquid ~~outstanding~~investments aspurchased ofwith ~~the~~an ~~date~~original ofmaturity ~~this Form 10-K and none have been declared since the date~~ of ~~inception.~~three

Nomonths ~~stock~~or ~~options~~less ~~have~~to ~~been~~be ~~granted~~cash ~~since~~equivalents. ~~the~~At ~~Company’s~~June ~~inception~~30, 2011 and 2010 cash consists primarily of cash on deposit.

~~There~~Impairment ~~are~~of noLong-Lived ~~outstanding conversion privileges for our Company’s shares.~~Assets

~~ITEM~~In 6accordance 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 ~~SELECTED~~Company ~~FINANCIAL~~recognizes ~~DATA~~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.

~~The~~Financial ~~following~~Instruments ~~summary financial data was derived from our financial statements. This information is only a summary~~ and ~~does~~Concentration ~~not provide all the information contained in our financial statements and related notes thereto. You should read the “Management’s Discussion and Analysis or Plan~~ of ~~Operations” and our financial statements and related noted included elsewhere in this Form 10-K.~~Risk

~~Operation~~The ~~Statement~~fair ~~Data~~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.

	For the year ended June 30, 2010			May 31, 2006 (date of incorporation) to June 30, 2010
Revenue	$	-		$	-
General and Administration		52,072			81,215
Professional fees		51,804			95,240
Management fees		681,954			1,131,376
Interest Expense		(212	)		(212	)
Exchange Gain (loss)		(4,722	)		(6,506	)
Net Gain(loss)		(790,764	)		(1,314,549	)
Weighted average shares outstanding (basic)		52,297,521
Weighted average shares outstanding (diluted)		52,297,521
Net loss per share (basic)	$	(0.01	)
Net loss per share (diluted)	$	(0.01	)

~~Balance~~Basic ~~Sheet~~and ~~Data:~~Diluted Net Income (Loss) Per Share

Cash	$	9,728
Total assets		248,861
Total liabilities		132,288
Total Shareholders’ equity		116,573

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.

~~Our~~Foreign ~~historical~~Currency ~~results do not necessary indicate results expected for any future periods.~~Translation

14The 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.

~~ITEM~~Comprehensive ~~7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS~~Loss

~~AND~~SFAS ~~RESULTS~~130, OFReporting ~~OPERATIONS~~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 June 30, 2011, the Company had no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

~~The~~Common ~~following~~Share discussion should be read in conjunction with our audited financial statements and the related notes for the years ended June 30, 2010 and June 30, 2009 that appear elsewhere in this annual report. The following discussion contains forwardNon-~~looking~~Monetary 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 annual report, particularly in the section entitled "Risk Factors" beginning on page 8 of this annual report.Consideration

~~Our~~In ~~audited~~situations ~~financial~~where ~~statements~~common shares are ~~stated~~issued inand ~~United~~the ~~States~~fair ~~Dollars~~value of the goods or services received is readily determinable, the fair value of the common shares is used to measure and ~~are~~record ~~prepared~~the transaction. The fair value of the common shares issued in ~~accordance~~exchange ~~with~~for ~~United~~the ~~States~~receipt ~~Generally~~of ~~Accepted~~goods ~~Accounting~~and ~~Principles.~~services is based on the stock price as of the earliest of the date at which:

~~Liquidity~~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 ~~Capital~~non-forfeitable ~~Resources~~at that date.

WeStock-Based ~~realize~~Compensation ~~that we will have to raise cash in the near future to continue our operations. If, in the future, we are unable to raise cash we might not be able to pay our creditors.~~

The ~~following~~Company ~~represents~~had adopted the ~~minimum~~fair ~~cash~~value ~~requirements~~recognition ~~over~~provisions of SFAS 123R, Share-Based Payment, (codified in ASC 718, Compensation-Stock Compensation). The Company adopted SFAS 123R using the ~~next~~modified-prospective-transition ~~year~~method. Under this method, compensation cost recognized for all periods prior to ~~meet~~December ~~our~~1, ~~current~~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 ~~future~~b) ~~financial~~compensation ~~obligations:~~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.

Investor Relation	$	10,000
Office & Administration		1,000
Rent		19,000
Transfer agent & Filing Fees		4,500
Auditing		15,000
Accounting		7,000
Legal		18,000
Consulting Fees		100,000
Exchange		-
Estimated cash required before payment of accounts payable		174,500
Add: Accounts payable as at June 30, 2010		20,289
Estimated cash required over next twelve months	$	194,789

The ~~above~~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 ~~cash~~fair ~~requirements~~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 ~~next~~earliest ~~twelve~~of ~~months~~a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18.

~~Analysis~~Income ~~of Financial Condition and Results of Operations~~Taxes

WeIncome ~~have~~taxes ~~cash~~are ~~and~~provided ~~cash~~in ~~equivalents~~accordance ofwith ~~$9,728~~ASC as740 atAccounting ~~June~~For ~~30,~~Income ~~2010~~Taxes. We ~~are~~A ~~indebt~~deferred totax ~~creditor~~asset inor ~~the~~liability ~~amount~~is ofrecorded ~~$111,999~~for all temporary differences between financial and tax reporting and net operating loss carry forwards. ~~These~~Deferred ~~advances~~tax ~~were~~expense ~~paid~~(benefit) results from the ~~auditing,~~net ~~office,~~change ~~legal,~~during ~~transfer~~the ~~agent~~year ~~and~~of ~~filing~~deferred ~~fees~~tax ~~payable~~assets and liabilities.

~~During~~Deferred tax assets are reduced by a valuation allowance when, in the ~~last~~opinion ~~year~~of wemanagement, ~~raised~~it ~~initial~~is ~~seed~~more ~~capital~~likely ~~from~~than ~~investors~~not ~~and~~that ~~engaged~~some ~~the~~portion ~~services~~or all of ~~Holladay~~the ~~Stock~~deferred ~~Transfer~~tax ~~Inc.~~assets towill ~~act~~not asbe ~~our~~realized. ~~transfer~~Deferred ~~agent. The~~tax ~~number~~assets and ~~price~~liabilities ~~per~~are ~~share~~adjusted ~~subscribed~~ for ~~was~~the aseffects ~~follows~~of ~~after~~changes ~~the~~in ~~followed~~tax ~~split~~laws ofand rates on the ~~shares:~~date of enactment.

Number of Shares	Amount
30,000,000	$ 30,000
22,215,000	22,215
52,215,000	$ 52,215

Plan of Operations

15The 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.

~~Stock~~The ~~Option~~software ~~Grants~~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.

ToWe ~~date,~~had also entered into preliminary discussions with Verified Capital Corp. wherein we ~~have~~would ~~not~~acquire ~~granted~~either ~~any~~the assets or outstanding shares of common stock ~~options~~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.

~~Warrants~~The acquisition contemplated by the preliminary discussions was subject to the fulfillment of certain conditions precedent, due diligence and the negotiation of a definitive agreement. As at September 19, 2012, the joint venture agreement was terminated by mutual consent of the par

WeOn ~~have~~April ~~not~~3, ~~issued~~2009, ~~and~~we doentered ~~not~~into ~~have~~an ~~outstanding~~agreement ~~any~~with ~~warrants~~China Trust to ~~purchase~~launch ~~shares~~our offirst ~~our~~credit ~~common~~card ~~stock~~"VeriSmart (TM) Platinum Visa".

~~Dividends~~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.

~~There~~On ~~are~~April no6, ~~restrictions~~2009, inwe ~~our~~entered ~~articles~~into ofa ~~incorporation~~services oragreement ~~bylaws~~with ~~that~~European ~~prevent~~hosting usand ~~from~~infrastructure ~~declaring~~provider ~~dividends~~Prime Interactive S.R.O. The ~~Nevada~~services ~~Revised~~agreement ~~Statutes,~~with ~~however,~~Prime doInteractive ~~prohibit~~accelerates usthe ~~from~~European ~~declaring~~leg ~~dividends~~of ~~where,~~our ~~after~~expansion ~~giving~~plan ~~effect~~and tocompliments our company's existing capabilities. Under the ~~distribution~~terms of the ~~dividend~~agreement Prime Interactive will be providing the following services to our company:

~~1. we~~* ~~would~~Web ~~not~~and beMobile ~~able~~Application ~~to pay our debts as they become due in the usual course of business; or~~Development

2. * ~~our~~Data ~~total~~Centre ~~assets~~infrastructure ~~would~~servicing beEurope ~~less~~and ~~than~~located ~~the~~in ~~sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.~~Slovakia

We * ~~have~~Marketing ~~not~~access ~~declared any dividends, and we do not plan~~ to ~~declare~~a ~~any~~legacy ~~dividends~~worldwide incustomer ~~the~~base ~~foreseeable~~of ~~future.~~130,000

~~Securities~~ * ~~Authorized~~Marketing ~~For~~access ~~Issuance~~to ~~under~~established ~~Equity~~European ~~Compensation~~Financial ~~Plans~~Industry vertical

~~We currently do not have any stock option or equity compensation plans or arrangements.~~16

~~During~~Our ~~the~~Products ~~period~~/ ~~from~~Services ~~inception (May 31, 2006) to June 30, 2010 we have had accumulated losses of $1,314,549 which are as follows:~~

General & Administrative expenses	$	81,215
Professional fees		95,240
Management fees		1,131,376
Interest Expense		(212	)
Exchange loss		(6,506	)
Total Losses:	$	(1,314,549	)

Through our interest in the joint venture, we currently offer or intend to offer the following four product lines consisting of:

~~Our~~(i) ~~Company~~VerifyNGo, has no plant or significant equipment to sell and we have no intension to purchase any plant or significant equipment in the immediate future. Presently we do not have any money to buy any significant assets.

~~Our~~(ii) ~~Limited~~VerifyGateway, ~~Operating History and Working Capital Position~~

To(iii) ~~meet~~VerifyTransfer ~~our~~and need for cash we will have to raise money. Our working capital equity as at June 30, 2010 is $116,573. We cannot guarantee we will be able to raise enough money in the future to stay in business. Whatever money we do raise will be used as working capital to meet current. If we are lucky enough to find mineralization which is economically feasible to remove it, we will attempt to raise additional money through subsequent private placements, public offering or loans.

~~Off-balance~~(iv) ~~Sheet~~VeriSmart ~~Arrangements~~Card.

WeVerifyNGo 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 of operations, liquidity, capital expenditures or capital resources that is material to investors.

~~Short~~VerifyNGo is a comprehensive authentication system which addresses security concerns through an instant verification process. It is an easy, inexpensive and ~~long-term~~unique ~~Trend~~solution ~~Liabilities~~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.

WeVerifyNGo ~~are~~will ~~unaware~~provide ofsecure ~~any~~verification ~~known~~for ~~trends, events or uncertainties that have or are reasonably likely to have a material impact on our business either in~~ the ~~long-term~~following ortypes ~~long-term~~of ~~liquidity~~transactions: ~~which have not been disclosed under the section on Risk Factors.~~

16 * debit and credit card purchases

~~Internal~~ * internet ~~and~~purchases ~~External Sources of Liquidity~~

~~There~~ * ATM ~~are~~transactions ~~no material internal or external sources of liquidity.~~

~~Changes~~ * passport inapplications ~~the Financial Statements and Accounting Issues~~

We * credit doapplications not know of any cause for any material change from period to period in one or more line items of our financial statements as shown in this Form 10-K. These audited financial statements adhere with accounting principles generally accepted in the United States of America. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments.

~~The~~ * mortgage ~~going~~verifications concern basis of presentation assumes we will continue in operation throughout the next fiscal year and into the foreseeable future and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business.

~~ITEM 7A.~~ * ~~QUANTITATIVE~~access ~~AND~~to ~~QUALITATIVE~~medical ~~DISCLOSURE~~history ~~ABOUT MARKET RISK~~

~~Market~~ * entry ~~Information~~into secured areas

~~There~~VerifyNGo ~~are~~requires no ~~common~~special ~~shares~~hardware, ~~subject~~software, toupgrades ~~outstanding~~or ~~options,~~training. ~~warrants~~All orthat ~~securities~~is ~~convertible~~required ~~into~~is ~~common~~for ~~equity~~the ofuser ~~our~~to ~~Company~~have a mobile phone or PDA.

~~The~~A ~~number~~typical ofVerifyNGo ~~shares~~process ~~subject~~occurs toin ~~Rule~~the ~~144~~following isway: ~~108,000,000 post split common shares.~~

~~There~~The ~~are~~process nostarts ~~shares~~when ~~being~~a ~~offered~~user toperforms an action which contains a certain security constraint (i.e. online purchase, website login). Once the ~~public~~user ~~other~~performs ~~than~~an ~~indicated~~action inthat ~~our~~contains ~~effective~~a ~~registration~~security ~~statement~~constraint, ~~and~~a noVerifyNGO ~~shares~~authentication ~~have~~is ~~been~~triggered ~~offered~~sending ~~pursuant~~a message to anthe ~~employee~~user's ~~benefit~~mobile ~~plan~~phone or ~~dividend reinvestment plan~~PDA.

~~Our~~The ~~shares~~message ~~are~~options ~~traded~~include: on the OTCBB. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, we must remain current in our filings with the SEC; being as a minimum Forms 10-Q and 10-K. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their filing during that time.

In * Phone ~~the~~call future our common stock trading price might be volatile with wide fluctuations. Things that could cause wide fluctuations in our trading price of our stock could be due to one of the following or a combination of several of them:

● * SMS ~~our~~detailing ~~variations in our operations results, either quarterly or annually; ● trading patterns and share prices in other exploration companies which our shareholders consider similar to ours; ●~~ the ~~exploration~~action ~~results on the Levuka Claim, and ● other events which we have no control over.~~

17 * One time password via SMS

In * WAP ~~addition~~Push, ~~the~~opening stock market in general, and the market prices for thinly traded companies in particular, have experienced extreme volatility that often has been unrelated to the operating performance of such companies. These wide fluctuations may adversely affect the trading price of our shares regardless of our future performance. In the past, following periods of volatility in the market price of a ~~security,~~mobile ~~securities~~web ~~class~~page action litigation has often been instituted against such company. Such litigation, if instituted, whether successful or not, could result in substantial costs and a diversion of management’s attention and resources, which would have a material adverse effect on our business, results of operations and financial conditions.

~~ITEM~~The 8user receives the request and authorizes the action via mobile phone or PDA. ~~FINANCIAL~~ ~~STATEMENTS~~Finally, ~~AND~~the ~~SUPPLEMENTARY~~system ~~DATA~~receives the response, determines authenticity and then grants or denies the user's access to the action.

~~The~~VerifyGateway ~~financial statements attached to this Form 10-K for the year ended June 30, 2010 have been examined by our independent accountants, Chang G. Park CPA Firm.~~

~~ITEM~~VerifyGateway 9is cutting-edge technology for secure and confidential online payment processing. ~~CHANGES~~ INIt ~~AND~~acts ~~DISAGREEMENT~~as ~~WITH~~a ~~ACCOUNTANTS~~processing ONhub ~~ACCOUNTING~~and ~~AND~~intermediary ~~FINANCIAL~~between ~~DISCLOSURE~~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.

OnVerifyGateway ~~August~~provides ~~31,~~a ~~2010~~system ~~Verify~~that ~~Smart~~easily ~~engaged~~accepts ~~Chang~~credit G.card ~~Park~~payments ~~CPA~~from ~~Firm,~~customers asand ~~its~~instills ~~independent~~confidence ~~accountant.~~because ~~During~~every ~~the~~transaction ~~two~~is ~~most~~sent ~~recent~~through ~~fiscal~~a ~~years~~secured ~~and~~system. ~~the~~The ~~interim~~system ~~periods~~complies ~~preceding~~with ~~the~~privacy ~~engagement~~and security regulations globally, ~~the~~and ~~registrant~~allows ~~has~~client ~~not~~companies ~~consulted,~~to ~~CPA~~safely ~~regarding~~manage ~~any~~and oftrack ~~the~~funds ~~matters~~across ~~set~~all ~~forth~~borders inand ~~Item~~boundaries. ~~304(a)(2)(i)~~This orinnovative ~~(ii)~~technical ofinfrastructure ~~Regulation~~is ~~S-B~~unrivaled in the industry.

~~ITEM 9A – CONTROLS AND PROCEDURES~~17

~~Our management, on behalf of the Company, has considered certain internal control procedures as required by the Sarbanes~~Business-~~Oxley~~to-business ~~(“SOX”)~~services ~~Section 404 A which accomplishes the following~~include:

~~Internal~~ * Processing ~~controls~~transaction ~~are~~for ~~mechanisms~~major tocredit ~~ensure~~cards ~~objectives~~such ~~are~~as ~~achieved~~MasterCard and ~~are~~Visa under the supervision of the Company’s director, being Tony Cinotti. Good controls encourage efficiency, compliance with laws and regulations, sound information, and seek to eliminate fraud and abuse.

~~These~~ * PCI-certified ~~control~~processing ~~procedures~~centers provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

~~Internal~~ * Support ~~control~~for ismajor ~~"everything~~merchant ~~that~~processing ~~helps~~networks ~~one achieve one's goals - or better still, to deal with the risks that stop one from achieving one's goals."~~

~~Internal~~ * Transaction ~~controls~~reports ~~are~~with ~~mechanisms~~the ~~that~~necessary ~~are~~data ~~there~~ to ~~help~~track ~~the~~daily ~~Company~~activity ~~manage risks to success.~~

~~Internal~~ * Reliable ~~controls is about getting things done (performance) but also about ensuring that they are done properly (integrity)~~ and ~~that~~secure ~~this~~business ~~can~~solutions ~~be demonstrated and reviewed (transparency and accountability).~~

InVerifyTransfer other words, control activities are the policies and procedures that help ensure the Company’s management directives are carried out. They help ensure that necessary actions are taken to address risks to achievement of the Company’s objectives. Control activities occur throughout the Company, at all levels and in all functions. They include a range of activities as diverse as approvals, authorizations, verifications, reconciliations, reviews of operating performance, security of assets and segregation of duties.

18VerifyTransfer is a comprehensive remittance service allowing business clients to easily and securely send and receive money instantly, in person, online, wirelessly, or by phone.

AsUsing ~~of June 30~~VerifyGateway, ~~2010,~~VerifyTransfer ~~the~~covers ~~management~~all ofaspects ~~the Company assessed the effectiveness~~ of the ~~Company’s~~process ~~internal~~from ~~control~~transaction ~~over~~logging financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Management concluded, during the year ended June 30, 2010, internal controls and procedures were not effective to ~~detect the inappropriate application of US GAAP rules~~retrieval. ~~Management~~ realized there are deficiencies in the design or operation of the Company’s internal control that adversely affected the Company’s internal controls which management considers to be material weaknesses.

InThe ~~the~~service ~~light of management’s review of internal control procedures as they relate to COSO and the SEC the following were identified~~offers:

~~● The~~ * easier ~~Company’s~~remittance ~~Audit~~payments Committee does not function as an Audit Committee should since there is a lack of independent directors on the Committee and the Board of Directors has not identified an “expert”, one who is knowledgeable about reporting and financial statements requirements, to serve on the Audit Committee.

~~● The~~ * faster ~~Company~~data ~~has limited segregation of duties which is not consistent with good internal control procedures.~~transmission

~~● The~~ * multiple ~~Company~~recipient ~~does~~accounts not have a written internal control procedurals manual which outlines the duties and reporting requirements of the Directors and any staff to be hired in the future. This lack of a written internal control procedurals manual does not meet the requirements of the SEC or good internal control.

~~● There~~ * fast, ~~are~~flexible nopayment ~~effective~~options ~~controls instituted over financial disclosure and the reporting processes.~~

~~Management~~ * 24 ~~feels the weaknesses identified above~~hour, ~~being~~7 ~~the~~day/week ~~latter~~client ~~three,~~support have not had any affect on the financial results of the Company. Management will have to address the lack of independent members on the Audit Committee and identify an “expert” for the Committee to advise other members as to correct accounting and reporting procedures.

~~The~~ * cutting-edge ~~Company~~security, ~~and~~fraud ~~its~~monitoring, ~~management will endeavor to correct the above noted weaknesses in internal control once it has adequate funds to do so. By appointing independent members to the Audit Committee~~ and ~~using~~reporting the services of an expert on the Committee will greatly improve the overall performance of the Audit Committee. With the addition of other Board Members and staff the segregation of duties issue will be address and will no longer be a concern to management. By having a written policy manual outlining the duties of each of the officers and staff of the Company will facilitate better internal control procedures.

~~Management~~ * increased ~~will~~accuracy ~~continue to monitor~~ and ~~evaluate~~speed ~~the effectiveness~~ of ~~the~~contributions ~~Company’s internal controls and procedures and its internal controls over financial reporting on an ongoing basis and are committed~~ to ~~taking~~member ~~further~~accounts ~~action and implementing additional enhancements or improvements, as necessary and as funds allow.~~

~~ITEM~~ * synchronization 9with Bsophisticated –retrieval ~~OTHER~~methods, ~~INFORMATION~~including remittance on Visa cards

~~There are no matters required to be reported upon under this Item.~~*

19mobile to mobile money transfers (PDA's and iPhones)

~~PART~~ * comprehensive ~~111~~tracking and reporting on transactions and client accounts, providing details and history.

~~ITEM~~VeriSmart ~~10. DIRECTORS,~~Card ~~EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~

~~Set~~The ~~forth~~VeriSmart ~~below~~Card is ~~certain~~a ~~information~~Visa ~~concerning~~co-branded, ~~each~~multipurpose ofprepaid ~~our~~card ~~directors~~designed ~~and~~to ~~executive~~work ~~officers~~optimally ofwith ~~our~~VeriSmart's ~~Company~~own assecure atremittance ~~June~~service, 30VerifyTransfer, ~~2010:~~or to be easily integrated with any existing remittance platform.

Name and Address	Position	Age
Tony Cinotti (*)	Director (1)	58

It can be used, worldwide, for:

(*) traditional ~~Member~~debit/credit ofcard ~~the~~transactions ~~Audit~~in ~~Committee.~~Visa affiliated establishments

~~(1)~~* payment ~~Tony~~processing ~~Cinotti~~between ~~was~~individuals ~~appointed~~and aorganizations ~~Director~~(e.g.; oncommission ~~November~~and 30payroll payments, ~~2009~~accounts payable, etc.)

Each of the director names above will serve until the next Annual Meeting of Stockholders or until their successors is duly elected and has qualified. Director is elected for a one year term at the Annual General Meeting of Stockholders.* ~~Director~~gift ~~will~~cards hold his positions at the pleasure of the Board of Directors, absent any employment agreement, of which none currently exist or is contemplated. There is no arrangement or understanding between any of our director or officer and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non(pre-~~management~~loaded stockholders will exercise their voting rights to continue to elect the directors of our Board of Directors. There are also no arrangements, agreements or understanding between non-management stockholders that may directly or indirectly participate in or influence the management of our affairs.format)

~~Historical~~ * ATM ~~Backgrounds~~transactions offor ~~our~~Visa ~~director~~ATMs

~~Tony~~Requirements ~~Cinotti has over 35 years experience in the Financial Industry. He began his career with Kuhn Loeb & Company managing all systems~~ and ~~data~~Utilization center operations. He continued his career with Morgan Stanley and managed Equity and Government Trading as well as Broker Commissions and Management and Planning systems. Upon leaving Morgan Stanley he founded DP Sciences Inc., which provided Management and Systems consulting to the financial community. The company was contracted to build and manage systems and data centers for various financial clients. DP Sciences was also a service organization processing over 97% of ~~all~~Funds Equity IPO's (Initial Public Offerings) for over 30 clients. Tony also owned seats on The New York Futures Exchange and was a registered Floor Broker. He was the co-inventor on two method patents for processing transactions on 3G phones. Tony has a Bachelors degree in Management from Baruch College.

~~Tony~~To ~~Cinotti~~implement ~~was~~our ~~instrumental~~plan inof ~~bringing~~operations, including some or all of the ~~iMobile~~above ~~Interactive~~described milestones (objectives), we will need to continue to raise capital (“equity”) in an amount between $135,000 and ~~VerifySmart~~$1.0 ~~alliance~~million in equity from restricted stock sales or other acceptable financing options over the next 6-12 month period beginning in the first quarter of 2013 on terms and conditions to ~~fruition~~be determined. ~~iMobile~~Management ~~currently~~may ~~interfaces~~elect ~~with~~to ~~almost~~seek ~~every~~subsequent ~~phone~~interim ~~company~~or “bridge” financing in the ~~world~~form of debt (corporate loans) as may be necessary.

~~Our~~We ~~Audit~~anticipate ~~Committee~~the need to raise additional capital beyond the first 6 months of operations, subject to the successful implementation of our initial milestones over the first 180 days of operations and our revenue growth cycle thereafter. At this time, management is unable to determine the specific amounts and terms of such future financings.

On November 30, 2009 our Board of Directors appointed Tony Cinotti to our Audit Committee and on the same dated adopted an Audit Committee Charter. Tony Cinotti cannot be considered an “audit committee financial expert” as defined in Item 407 of Sarbanes-Oxley Act of 2002. The Audit Committee Members will have to search and find an individual who meets these requirements. This has not occurred.18

~~Our~~Proceeds ~~Audit Committee Charter requires that its members monitor the following:~~

●We foresee the ~~integrity~~proceeds offrom ~~the~~capital ~~financial~~raised ~~statement~~to ofbe ~~our~~allocated ~~Company~~as follows: (a) consolidation and integration; ●(b) ~~the~~growth ~~compliance~~capital; by(c) ~~our~~research ~~Company~~and ~~with~~due diligence; (d) pre-development plant costs; (e) product enhancements and technology partners; (f) new business development; (g) legal, audit, SEC filings and ~~regulatory~~compliance ~~requirements~~fees; (h) financing costs; (i) working capital (general and administrative); (j) reserve capital for costs of acquisition and market expansion.

20Financial Condition, Liquidity and Capital Resources

●We ~~the~~have ~~independence~~cash and ~~performance~~cash equivalents of ~~our~~$2,727 ~~Company’s~~as ~~external~~at ~~auditors;~~June ●30, ~~make~~2011. We ~~regular~~are ~~reports~~indebted to ~~our~~creditors ~~Board~~in ~~of Directors; ● review~~ the ~~annual~~amount ~~financial~~of ~~statements~~$135,282. ~~independence~~These ofadvances ~~auditors~~were ~~and fees to be~~ paid tofor ~~the~~auditing, ~~independent~~office, ~~auditors; and ● report to our Board of Directors on~~ legal, ~~accounting~~transfer agent and ~~management~~filing ~~matters~~fees payable.

~~Apart~~During ~~from~~ the ~~Audit~~last ~~Committee,~~year ~~our~~we ~~Company~~did ~~does~~ not ~~have~~raise any ~~other~~funds ~~Board~~from ~~committees~~investors.

~~Family~~Management ~~Relationships~~believes ~~between~~that our ~~Director~~current financial condition, liquidity and capital resources may not satisfy our cash requirements for the next 12 months and as such we will need to either raise additional proceeds and/or our officers and/or directors will need to make additional financial commitments to our company, neither of which is guaranteed. We plan to satisfy our future cash requirements, primarily the working capital required to execute on our objectives, including marketing and sales of our product, and legal and accounting fees, through financial commitments from future debt/equity financings, if and when possible.

~~There~~Management believes that we may generate sales revenue during the fiscal year ended in 2013, but that these sales revenues will not satisfy our cash requirements to implement the first 6-12 months of our business plan, including, but not limited to, project acquisitions and integration costs, and other operating expenses and corporate overhead (which is nosubject ~~family~~to ~~relationship~~change ~~with~~depending ~~Tony~~upon ~~Cinotti~~pending business opportunities and available financing).

~~Significant~~We ~~Employees~~have no committed source for funds as of this date. No representation is made that any funds will be available when needed. In the event that funds cannot be raised when needed, we may not be able to carry out our business plan, may never achieve sales, and could fail to satisfy our future cash requirements as a result of these uncertainties.

WeIf ~~have~~we ~~not~~are ~~yet~~unsuccessful ~~reached~~in raising the ~~stage~~additional inproceeds ~~our~~from ~~business~~officers ~~development~~and/or ~~whereby~~directors, we ~~can~~may ~~justify~~then ~~hiring~~have to seek additional ~~employees~~funds ~~other~~through ~~than~~debt ~~our~~financing, ~~director~~which ~~who~~would ~~are~~be ~~presently~~extremely ~~doing~~difficult ~~the~~for ~~work~~an ~~that~~early ~~employees~~stage ~~will~~company to secure and may not be ~~doing~~available into ~~the~~us. ~~future~~However, if such financing is available, we would likely have to pay additional costs associated with high-risk loans and be subject to above market interest rates.

~~Conflicts~~At such time as these funds are required, management would evaluate the terms of ~~Interest~~such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If we cannot raise additional proceeds via a private placement of our common stock or secure debt financing we would be required to cease business operations. As a result, investors in our common stock would lose all of their investment.

WeThe ~~believe~~staged ~~that~~development ~~Tony~~of ~~Cinotti~~our business will ~~not~~continue beover ~~subject~~the next 12 months. Other than engaging and/or retaining independent consultants to ~~conflicts~~assist ofthe ~~interest. We~~Company ~~adopted~~in avarious ~~Code~~administrative ofand ~~Ethics~~marketing ~~which~~related ~~details~~needs, we do not anticipate a significant change in the ~~responsibilities~~number of our ~~directors~~employees, ~~and~~if ~~officers~~any, unless we are able to obtain adequate financing.

~~Other~~Our ~~Directorships~~auditors have issued a “going concern” opinion. This means that there is substantial doubt that we can continue as an on-going business for the next 12 months unless we obtain additional capital to pay our expenses. This is because we have not generated revenues and no substantial revenues are anticipated in the near-term. Accordingly, we must raise cash from sources other than from the sale of our products.

~~Tony~~Results ~~Cinotti~~from is director of any other company trading on the OTCBB or any other public market. This might not be the case in the future but as at the date of this prospectus they are not officers or directors of any other public company.Operations

~~Involvement~~The following summary financial data was derived from our financial statements. This information is only a summary and does not provide all the information contained in ~~Certain~~our ~~Legal~~financial ~~Proceedings~~statements and related notes thereto. You should read the “Management’s Discussion and Analysis or Plan of Operations” and our financial statements and related noted included elsewhere in this Form 10-K.

~~To the knowledge of our Company, during the past five years, none of our directors or executive officers:~~19

~~(1)~~Our ~~has~~operating ~~filed~~results ~~a petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by the court~~ for the ~~business or property of such person, or any partnership in which he was a general partner at or within two~~ years ~~before~~ended ~~the~~June ~~time of such filings~~30, or2011 ~~any~~and ~~corporation~~2010 orare ~~business~~summarized ~~association~~as ~~of which he was an executive officer at or within the last two year before the time of such filing;~~follows:

(2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);


	For the year ended June 30, 2011		For the year ended June 30, 2010
Revenue	$	-		-
Operating Expenses		221,010		840,830
Other Expenses		1,555		4,934
Net (Loss)	$	(222,565)		(845,764)

~~(3)~~Our ~~was~~expenses ~~the~~for ~~subject~~years ofended ~~any~~June ~~order~~30, ~~judgment~~2011 orand ~~decree,~~2010 ~~not~~are ~~subsequently~~outlined ~~reversed,~~in ~~suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting,~~ the ~~following~~table ~~activities~~below:

(i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliate person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;


	For the year ended June 30, 2011			For the year ended June 30, 2010
Operating Expenses
General and administrative expenses	$		430	$	52,072
Professional fees			840		51,804
Management fees		219,740				736,954
Total Operating Expenses	$		221,010	$	840,830
Other Expenses
Interest expense	$		1,555	$	212
Exchange loss			-		4,722
Total Other Expenses	$		1,555	$	4,934

21The decrease in professional fees during the year ended June 30, 2011 as compared to the year ended June 30, 2010 is primarily due to decreased business activity in areas such as accounting, auditing and legal. The decrease in management fees during the year ended June 30, 2011 is primarily related to termination of consulting agreements under former management and less business activity as the Company prepares for its new business venture.

During the period from inception (iiMay 31, 2006) ~~engaging~~ into ~~any~~June ~~type~~30, 2011 we have had accumulated losses of ~~business~~$1,592,114 ~~practice;~~which orare as follows:

(iii) engaging in any activities in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;


General and administrative expenses	$	81,645
Professional fees		96,080
Management fees	1,406,116
Interest expense		1,767
Exchange loss		6,506
Net (Loss)	$	(1,592,114)

~~(4)~~Our ~~was~~balance ~~the~~sheets ~~subject~~as ofat ~~any~~June ~~order~~30, ~~judgment~~2011 orand ~~decree,~~2010 ~~not~~are ~~subsequently~~summarized ~~reversed,~~as suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under paragraph (3) (i) above, or to be associated with persons engaged in any such activities; orfollows:

(5) was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated.


		As at June 30, 2011	As at June 30, 2010
Cash	$	2,728		9,728
Total assets	$	29,290		248,861
Total liabilities	$	135,282		132,288
Total shareholders’ equity (deficit)	$	(105,992)		116,573

~~(6)~~Our ~~was~~Company ~~found~~has byno aplant ~~court~~or ofsignificant ~~competent~~equipment ~~jurisdiction~~to insell aand ~~civil~~we ~~action~~have orno byintension ~~the Commodity Futures Trading Commission~~ to ~~have~~purchase ~~violated~~ any ~~Federal~~plant ~~commodities~~or ~~law,~~significant ~~and~~equipment ~~the judgment~~ in ~~such civil action or finding by~~ the ~~Commodity~~immediate ~~Futures~~future. ~~Trading~~Presently ~~Commission~~we ~~has~~do not ~~been~~have ~~subsequently~~any ~~reversed,~~money ~~suspended~~to orbuy ~~vacated~~any significant assets.

~~Promoters and Control Persons~~20

~~Tony~~Working Cinotti is considered promoters of our Company, within the meaning of such terms under the Securities Act of 1933, as amended, since they were instrumental in setting up the Company, putting in the initial “seed capital” and seeking out other investors to participate in the private placement. They are also control persons since jointly they own Nil of our issued common shares. There are no other promoters involved with our Company.Capital

ITEM 11. EXECUTIVE COMPENSATION


	As of June 30,
	2011		2010

Current Assets	$	29,290		222,298
Current Liabilities		135,282		132,288
Working Capital (Deficit)	$	(105,992)		90,010

~~The~~Cash ~~following~~Flows table sets forth the compensation paid by our Company from May 31, 2006 (date of inception) to June 30, 2010, for each of our officers and directors. This information includes dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to named executive officers.

Summary Compensation Table


	Years Ended June 30,
	2011		2010

Net cash (used in) operating activities	$	(14,031)		(131,057)
Net cash provided by financing activities		7,030		131,052
Net Decrease in Cash	$	(7,001)		(5)

~~Name~~We ~~and~~anticipate ~~Principal~~that ~~Position~~we ~~Year~~will ~~Salary~~incur (approximately $)150,000 ~~Bonus~~for ~~($)~~operating ~~Stock~~expenses, ~~Awards~~including ~~($)~~professional, ~~Option~~legal ~~Awards~~and ~~($)~~accounting ~~Non-equity~~expenses ~~Incentive~~associated ~~Plan~~with ~~Compensation~~our ~~($)~~reporting ~~Change~~requirements inunder ~~Pension~~the ~~value~~Exchange ~~and~~Act ~~Nonqualified~~during ~~Compensation~~the ~~Earnings~~next ~~($)~~twelve ~~All~~months. ~~other~~Accordingly, ~~Compens-ation~~we ~~($)~~will ~~(a)~~need ~~(b)~~to ~~(c)~~obtain ~~(d)~~additional ~~(e)~~financing ~~(f)~~in ~~(g)~~order ~~(h)~~to ~~(i)~~complete our business plan.

22Cash (Used in) in Operating Activities

~~Name~~We ~~and~~used ~~Principal~~net ~~Position~~cash ~~Year~~in ~~Salary~~operating ~~($)~~activities ~~Bonus~~in ~~($)~~the ~~Stock~~amount ~~Awards~~of ($)14,031 ~~Option~~during ~~Awards~~the ~~($)~~year ~~Non-equity~~ended ~~Incentive~~June ~~Plan~~30, ~~Compensation~~2011. Cash ~~($)~~used ~~Change~~ in operating ~~Pension~~activities ~~value~~was ~~and~~provided ~~Nonqualified~~by ~~Compensation~~financing ~~Earnings ($) All other Compens-ation ($)~~activities.

Howard Gelfand Former President, Chief Executive Officer and Chief Financial Officer	2007 2008 2009	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-
Manly Shore Former President, Chief Executive Officer, Chief Financial Officer and Director	2008 2009	-0- -0-	-0- -0-	-0- -0-	-0- -0-	-0- -0-	-0- -0-	-0- -0-
Adi Muljo Former VP Business Development and Director	2008 2009	-0- -0-	-0- -0-	-0- -0-	-0- -0-	-0- -0-	-0- -0-	-0- -0-
Ralph Santos Former President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director	2008 2009	-0- -0-	-0- -0-	-0- -0-	-0- -0-	-0- -0-	-0- -0-	-0- -0-
Tony Cinotti Director	2009 2010	-0- -0-	-0- -0-	-0- -0-	-0- -0-	-0- -0-	-0- -0-	-0- -0-

Cash Provided by Financing Activities

WeCash ~~have~~was ~~not~~provided ~~paid~~of ~~any~~$7,030 ~~salaries~~ in ~~2007,~~financing ~~2008,~~activities ~~2009 and 2010 to date, and we do not anticipate paying any salaries at any time~~ during the ~~forthcoming~~ year~~. We~~ ~~will~~ended ~~not~~June be30, ~~paying~~2011, ~~salaries~~which ~~until~~was weattributable ~~have~~mainly ~~adequate~~to ~~funds~~proceeds tofrom doloans sopayable.

~~Board~~Our ofhistorical ~~Directors’~~results ~~Meeting~~do not necessary indicate results expected for any future periods.

~~Our~~Liquidity ~~Director~~and ~~has~~Capital ~~not had an official Board of Directors’ meeting since our inception. All authorization for any action has been done by Consent Resolutions to date.~~Resources

~~Retirement~~We realize that we will have to raise cash in the near future to continue our operations. If, ~~Post-Termination~~in ~~and~~the ~~Change~~future, ofwe ~~Control~~are unable to raise cash we might not be able to pay our creditors.

WeThe ~~have~~following norepresents ~~retirement,~~the ~~pension,~~minimum orcash ~~profit-sharing~~requirements ~~programs~~over ~~for~~ the ~~benefit~~next ofyear ~~directors,~~to ~~officers~~meet ~~or other future employees, nor do we have post-termination or change in control arrangements with director or anyone else, but~~ our ~~Board~~current ofand ~~Directors may recommend adoption of one or more such programs in the~~ future iffinancial ~~our cash position and operating revenues warrant it.~~obligations:

Employment Agreements with Executive Director


Investor relations	$	10,000
Office and administration		1,000
Rent		12,000
Transfer agent and filing fees		4,500
Auditing		15,000
Accounting		7,000
Legal		18,000
Consulting fees		5,000
Foreign exchange		-
Estimated cash required before payment of accounts payable		72,500
Add: Accounts payable as at June 30, 2011		16,253
Estimated cash required over next twelve months	$	56,247

~~There are no employment agreements with any director of our Company.~~21

23Disclosure of Outstanding Share Data

~~Stock~~As ~~Option~~of ~~Plan~~June 30, 2011, we had 52,785,000 shares of common stock issued and outstanding..

WeGoing ~~have~~Concern never established any form of stock option plan for the benefit of our directors, officers or future employees. We do not have a long-term incentive plan nor do we have a defined benefit, pension plan, profit sharing or other retirement plan. Uncertainties

~~Bonuses~~The Company and ~~Deferred~~has ~~Compensation~~a cumulative net loss of $1,592,114. The Company currently has only limited working capital with which continue its operating activities. The amount of capital required to sustain operations is subject to future events and uncertainties, but the Company anticipates it will need to obtain approximately $135,000 in additional capital in the form of debt or equity in order to cover its current expenses over the next 12 months and continue to implement its business plan. Whether such capital will be obtainable, or obtainable on commercially reasonable terms is at this date uncertain. These circumstances raise substantial doubt about the Company's ability to continue as a going concern.

~~None~~Capital Expenditures

~~Compensation~~We ~~Pursuant~~have tonot ~~Plans~~incurred any material capital expenditures.

~~None~~Commitments and Contractual Obligations

~~Pension~~As ~~Table~~a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

~~None~~Off-Balance Sheet Arrangements

~~Termination~~We have not entered into 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 of ~~Employment~~operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

~~There~~Stock ~~are~~Option no compensatory plans or arrangements, including payments to be received from the Company, with respect to any person named in Summary Compensation Table set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person’s employment with the Company, or any change in control of the Company, or a change in the person’s responsibilities following a change in control of the Company.Grants

~~ITEM~~To ~~12.~~date, ~~SECURITY~~we ~~OWNERSHIP~~have OFnot ~~CERTAIN~~granted ~~BENEFICIAL~~any ~~OWNERS~~stock ~~AND MANAGEMENT AND RELATED STOCKHOLERS MATTERS~~options.

~~Security Ownership of Certain Beneficial Owners and Management~~Warrants

~~The~~We ~~following~~have ~~table~~not ~~sets~~issued ~~forth,~~and asdo atnot ~~June~~have ~~30,~~outstanding ~~2010,~~any ~~the~~warrants ~~zero~~to ~~number~~purchase of shares ~~owned beneficially by each~~ of our ~~director,~~common ~~officer and key employee, individually and as a group, and the present owners of 5% or more of our total outstanding shares~~stock.

The 21,165,000 shares are restricted securities, as defined by Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing six months after their acquisition. Rule 144 provides that a person may not sell more than 1% of the total outstanding shares in any three month period and the sales must be sold either in a broker transaction or in a transaction directly with a market maker.Dividends

~~DESCRIPTION~~There OFare ~~SECURITIES~~no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

~~Our~~1. we ~~authorized~~would ~~capital~~not ~~consists~~be ofable ~~250,000,000~~to ~~shares~~pay ofour ~~common~~debts ~~stock,~~as ~~par~~they ~~value~~become ~~$0.001~~due ~~per~~in ~~share,~~the ofusual ~~which~~course ~~52,215,000~~of ~~shares~~business; ~~are issued and outstanding.~~or

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership		Percentage of Class (1)
Tony Cinotti, Director		Nil		0%


	2. our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

24We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.

~~Name~~Securities ~~and~~Authorized ~~Address~~For ofIssuance ~~Beneficial~~under ~~Owner~~Equity ~~Amount~~Compensation ~~and Nature of Beneficial Ownership Percentage of Class (1)~~Plans

Albury Investments Ltd.6% Suite 801, 8F, Tower 1, The Gateway, 25 Canton Road, TST, Kowloon, Hongkong	3,375,000	6%
Cede & Co. PO Box 222, Bowling Green Station New York, NY 10274	11,770,300	23%
Dartmore International Inc. Ste 13, Oliaji Trade Centre, Francis Rachel St. Victotia Mahe SEY	3,750,000	7%
Enavest Internacional SA 200 W 400S Plaza Mayor San Jose, COS	3,750,000	7%
Executor Capital Inc. 60 Market Square Belize City, Belize	3,000,000	6%
Medford Financial Ltd 60 Market Square Belize City, Belize	3,100,000	6%
Sierra Growth Inc. Henville Building Charlestown, Nevis	4,200,000	6%
Strand Group Ltd. Henville Building Charlestown, Nevis	4,392,500	8%
Stonehurst Limited Suite 13 Oliaja Trade Centre Fracis Rachel Street Victoria, Seychelles	3,800,000	7%

We currently do not have any stock option or equity compensation plans or arrangements.

~~June~~Our ~~30,~~Limited ~~2010.~~Operating AsHistory ofand ~~June~~Working ~~30,~~Capital ~~2010., there were 52,215,000 shares of our company's common stock issued and outstanding.~~Position

~~The~~To ~~holders~~meet of our ~~common~~need ~~stock~~for ~~are~~cash ~~entitled~~we will have to ~~receive~~raise ~~dividends~~money. Our working capital deficit as ~~may~~at beJune ~~declared~~30, by2011 ~~our~~is ~~Board~~$105,992. ofWe ~~Directors;~~cannot ~~are~~guarantee ~~entitled~~that towe ~~share~~will ~~ratably~~be inable ~~all~~to ofraise ~~our~~enough ~~assets~~money ~~available~~in ~~for~~the ~~distribution~~future ~~upon~~to ~~winding~~stay upin ofbusiness. Whatever ~~the~~money ~~affairs~~we ~~our~~do ~~Company;~~raise ~~and~~will ~~are~~be ~~entitled~~used toas ~~one~~working ~~non-cumulative~~capital ~~vote~~to ~~per~~meet ~~share~~current onobligations. ~~all~~We ~~matters~~will onattempt ~~which~~to ~~shareholders~~raise ~~may~~additional ~~vote~~money atthrough ~~all~~subsequent ~~meetings~~private ofplacements, ~~the~~public ~~shareholders~~offering or loans.

2522

~~The~~Off-balance ~~shareholders~~Sheet ~~are not entitled to preference as to dividends or interest; preemptive rights to purchase in new issues of shares; preference upon liquidation; or any other special rights or preferences.~~Arrangements

InWe ~~addition,~~do ~~the~~not ~~shares~~have ofany ~~common~~off-balance ~~stock~~sheet arrangements that have or are ~~not~~reasonably ~~convertible~~likely ~~into~~to ~~any~~have ~~other~~a ~~securities. There~~current ~~are~~or nofuture ~~restrictions~~effect on ~~dividends~~our ~~under~~financial ~~any~~condition, ~~loan~~changes in financial condition, revenues or ~~other~~expenses, ~~financing~~results ~~arrangements~~of operations, liquidity, capital expenditures or capital resources that is material to investors.

~~Dividend~~Short ~~Policy~~and long-term Trend Liabilities

AsWe ofare ~~the~~unaware ~~date~~ of ~~this Form 10-K, we have not paid~~ any ~~cash~~known ~~dividends to stockholders. The declaration of any future cash dividends~~trends, ifevents ~~any,~~or ~~will~~uncertainties bethat athave ~~the~~or ~~discretion~~are ofreasonably ~~the~~likely ~~Board~~to ofhave ~~Directors~~a ~~and~~material ~~will~~impact ~~depend~~ on our ~~earnings,~~business ifeither ~~any,~~in ~~capital~~the ~~requirements~~long-term ~~and~~or ~~financial~~long-term ~~position,~~liquidity ~~general~~which ~~economic~~have ~~conditions and other pertinent conditions. It is our present intention~~ not tobeen ~~pay~~disclosed ~~any~~under ~~cash~~the ~~dividends~~section inon ~~the~~Risk ~~near future~~Factors.

~~Change~~Internal inand ~~Control~~External Sources of ~~Our Company~~Liquidity

WeThere doare ~~not~~no ~~know~~material ofinternal ~~any~~or ~~arrangements~~external ~~which~~sources ~~might~~of ~~result in a change in control~~liquidity.

~~Transfer~~Changes ~~Agent~~in the Financial Statements and Accounting Issues

We ~~have~~do ~~engaged~~not ~~the~~know ~~services~~of any cause for any material change from period to period in one or more line items of ~~Holladay~~our ~~Stock~~financial ~~Transfer~~statements ~~Inc~~as shown in this Form 10-K., These ~~2939~~audited ~~North~~financial ~~67th~~statements ~~Place,~~adhere ~~Suite~~with Caccounting principles generally accepted in the United States of America. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, ~~Scottsdale~~liabilities, AZrevenues ~~85251~~and expenses, toand ~~act~~related asdisclosure ~~transfer~~of contingent assets and ~~registrar~~liabilities. On an ongoing basis, management re-evaluates its estimates and judgments.

~~Debt~~The ~~Securities~~going concern basis of presentation assumes we will continue in operation throughout the next fiscal year and ~~Other~~into ~~Securities~~the foreseeable future and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business.

~~There~~ITEM ~~are~~7A. noQUANTITATIVE ~~debts~~AND orQUALITATIVE ~~other~~DISCLOSURE ~~securities~~ABOUT ~~outstanding.~~MARKET RISK

~~ITEM~~Not ~~13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE~~Applicable

~~Transactions~~ITEM ~~with~~8. ~~Management~~FINANCIAL ~~and~~STATEMENTS ~~Others~~AND SUPPLEMENTARY DATA

~~Except~~The asfollowing ~~indicated~~financial ~~below,~~statements ~~there~~are ~~were~~included noin ~~material transactions, or series of similar transactions, since May 31, 2006 (date of inception ) to June 30, 2010 and thereafter to the date of~~ this Form 10-K, or any currently proposed transactions, or series of similar transactions, to which our Company was or is to be a party, in which the amount involved exceeds $120,000, and in which any director, executive officer, any security holder or related party who is known by us to own of record or beneficially more than 5% of any class of our Company's common stock, or any member of the immediate family of any of the foregoing persons, has an interest.report:

Indebtedness of Management


Title of Document	Page

Report of PLS CPA, A Professional Corp.	25

Balance Sheets as at June 30, 2011 and 2010	26

Statements of Operations for the years ended June 30, 2011 and 2010 and for the period from May 31, 2006 (date of inception) to June 30, 2011	27

Statements of Cash Flows for the years ended June 30, 2011 and 2010 and for the period from May 31, 2006 (date of inception) to June 30, 2011	28

There were no material transactions, or series of similar transactions, from May 31, 2006 (date of inception) to June 30, 2010, or any currently proposed transactions, or series of similar transactions, to which our Company was or is to be a part, in which the amount involved exceeded $120,000 and in which any director or executive officer, or any security holder who is known to us to own of record or beneficially more than 5% of the common shares of our Company's capital stock, or any member of the immediate family of any of the foregoing persons, has an interest.


Statement of Stockholders’ Equity for the period from May 31, 2006 (date of inception) to June 30, 2011	29

Notes to the Financial Statements	31

2623

~~Conflicts~~VERIFY ofSMART ~~Interest~~CORP.

~~None~~(A ofDevelopment ~~our~~Stage director is a director or officer of any other company involved in the mining industry. However, there can be no assurance such involvement in other companies in the mining industry will not occur in the future. Such potential future involvement could create a conflict of interest.Company)

ToFINANCIAL ensure that potential conflicts of interest are avoided or declared, the Board of Directors adopted, on May 31, 2006, a Code of Business Ethics and Control for the Board of Directors (the “Code”). Verify Smart Corp.’s Code embodies our commitment to such ethical principles and sets forth the responsibilities of Verify Smart Corp. and its director to its shareholders, employees, customers, lenders and other organizations. Our Code addresses general business ethical principles and other relevant issues.STATEMENTS

~~ITEM~~June ~~14. PRINCIPAL~~30, ~~ACCOUNTANT FEES AND SERVICES~~2011

~~The~~(Stated aggregate fees billed for the most recently completed fiscal year ended June 30, 2010 and for fiscal year ended June 30, 2009 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in ~~our~~U.S. ~~quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:~~Dollars)

	Year Ended June 30,
	2010		2009
Audit Fees	$	20,750	$	10,000
Audit Related Fees	Nil		Nil
Tax Fees	Nil		Nil
All Other Fees	Nil		Nil
Total	$	20,750	$	10,000

~~Our~~PLS ~~board~~CPA, ofA ~~directors~~Professional ~~pre-approves all services provided by our independent auditors~~Corp. ~~All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.~~

~~Our~~t ~~board~~4725 ofMercury ~~directors~~Street ~~has~~#210 ~~considered~~t ~~the~~SAN ~~nature~~DIEGO ~~and~~t ~~amount~~CALIFORNIA ~~of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.~~92111t

27t TELEPHONE (858)722-5953 t FAX (858) 761-0341 t FAX (858) 433-2979

~~PART~~t IVE-MAIL changgpark@gmail.com t

~~ITEM~~ Report ~~15.~~of ~~EXHIBITS~~Independent ,Registered ~~FINANCIAL~~Public ~~STATEMENTS~~Accounting ~~SCHEDULES~~Firm

~~(a) (1) Financial~~To ~~Statements. The~~the ~~following~~Board ~~financial~~of ~~statements~~Directors ~~are~~and ~~included in this report:~~Stockholders

Title of Document	Page
Report of Chang G. Park CPA Firm	31
Balance Sheets as at June 30, 2010 and 2009	32
Statements of Operations for the years ended June 30, 2010 and 2009 and for the period from May 31, 2006 (date of inception) to June 30, 2010	33
Statements of Changes in Stockholders’ Equity for the period from May 31, 2006 (date of inception) to June 30, 2010	34

Verify Smart Corp.

Statements of Cash Flows for the years ended June 30, 2010 and 2009 and for the period from May 31, 2006 (date of inception) to June 30, 2010	35
Notes to the Financial Statements	36

We have audited the accompanying balance sheets of Verify Smart Corp. (A Development Stage “Company”) as of June 30, 2011 and 2010 and the related statements of operations, changes in shareholders’ equity and cash flows for the years then ended and for the period from May 31, 2006 (inception) through June 30, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (aUnited States) ~~(2) Financial~~. Those ~~Statement~~standards ~~Schedules~~require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

~~The~~In ~~following~~our opinion, the financial ~~statement~~statements ~~schedules~~referred ~~are~~to ~~included~~above present fairly, in all material respects, the financial position of Verify Smart Corp. as ~~part~~of June 30, 2011 and 2010, and the result of ~~this~~its ~~report:~~operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

~~None~~The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~(a) (3) Exhibits~~/s/PLS CPA

~~The following exhibits are included as part of this report by reference:~~____________________

3(i)		Articles of Incorporation (incorporated by reference from Verify Smart Corp.’s Registration Statement on Form 2S-2 filed on August 10, 2006)
3(ii)		By-laws (incorporated by reference from Verify Smart Corp.’s Registration Statement on Form S-1 filed on July 21, 2008)
3(iii)		Certificate of Change (incorporated by reference from our Current Report on Form 8-K filed on March 26, 2009)
3(iv)		Certificate of Amendment (incorporated by reference from our Current Report on Form 8-K filed on March 26, 2009)
10		Material Contracts
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)

PLS CPA, A Professional Corp.

28December 7, 2012

10.2		Amendment Agreement to the Joint Venture Agreement dated May 19, 2009, between our company, Verified Capital Corp. and Verified Transactions Corp. (incorporated by reference from our Current Report on Form 8-K filed on May 22, 2009)
10.3		Consulting Agreement with Duke Enterprises LLC (incorporated by reference from our Current Report on Form 8-K filed on May 29, 2009)
10.4		Consulting Agreement with New Vision Consulting Corporation (incorporated by reference from our Current Report on Form 8-K filed on May 29, 2009)
10.5		Consulting Agreement with Wei ("David") Cheng (incorporated by reference from our Current Report on Form 8-K filed on August 20, 2009)
10.6		Investment Purchase Agreement with Black Diamond Investment Group Corp. (incorporated by reference from our Current Report on Form 8-K filed on September 22, 2009)
10.7		Consulting Agreement with Cohen Independent Research Group (incorporated by reference from our Current Report on Form 8-K filed on September 22, 2009)
10.8		Compensation Agreement with AMG Group Inc.(incorporated by reference from our Current Report on Form 8-K filed on October 2, 2009)
10.9		Company issued 500,000 shares to Black Diamond Investment Group Corp.(incorporated by reference from our Current Report on Form 8-K filed on November 12, 2009)
10.10		A 50/50 revenue sharing Agreement with iPay Commerce Ventures(incorporated by reference from our Current Report on Form 8-K filed on November 16, 2009)
10.11		A 50/50 revenue sharing Agreement with iPay Commerce Ventures(incorporated by reference from our Current Report on Form 8-K filed on November 16, 2009)
10.12		Consulting Agreement with Eileen Duperron, Kim Baker and Intentional and Purposeful Living(incorporated by reference from our Current Report on Form 8-K filed on November 23, 2009)
10.13		Ssettlement and license agreement with Vinema Company Ltd.(incorporated by reference from our Current Report on Form 8-K filed on December 4, 2009)
10.14		Appointing Tony Cinotti as our sole director.(incorporated by reference from our Current Report on Form 8-K filed on December 31, 2009)
10.15		Clarify that the purported agreement with Vinema was not validly (incorporated by reference from our Current Report on Form 8-K filed on February 10, 2010)
31.1		Section 302 Certification - Principal Executive Officer and Principal Financial Officer (filed herewith)
32.1		Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

San Diego, CA 92111

2925

~~SIGNATURES~~VERIFY SMART CORP.

~~Pursuant~~(A toDevelopment ~~the~~Stage ~~requirements 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.~~Company)

		VERIFY SMART CORP.
Date:	September 28, 2010	By:	/s/ Tony Cinotti
		Name:	Tony Cinotti
		Title:	Director, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

BALANCE SHEETS

In(Stated ~~accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and~~ in ~~the~~US ~~capacities and on the dates indicated, who constitute the entire board of directors:~~Dollars)

Date:	September 28, 2010	By:	/s/ Tony Cinotti
		As of June 30
		Name:	Tony Cinotti
		2011			2010
		Title:	Director, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
ASSETS
Current
Cash		$	2,727		$	9,728
Prepaid expenses			26,563			212,570
Total Current Assets			29,290			222,298
Prepaid Expense – long-term			-			26,563
Total Assets		$	29,290		$	248,861
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Liabilities
Current
	Accounts payable	$	16,253		$	20,289
	Loans payable		119,029			111,999
Total Liabilities			135,282			132,288
Stockholders’ Equity(Deficit)
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			(1,592,114	)		(1,369,549)
Total Stockholders’ Equity (Deficit)			(105,992	)		116,573
Total Liabilities and Stockholders’ Equity (Deficit)		$	29,290		$	248,861

30The accompanying notes are an integral part of these financial statements.

~~Chang G. Park, CPA, Ph. D. t 2667 CAMINO DEL RIO S. PLAZA B t SAN DIEGO t CALIFORNIA 92108-3707t t TELEPHONE (858)722-5953 t FAX (858) 761-0341 t FAX (858) 764-5480 t E-MAIL changgpark@gmail.comt~~26

~~Report~~VERIFY ofSMART ~~Independent Registered Public Accounting Firm~~CORP.

To(A ~~the~~Development ~~Board~~Stage ~~of Directors and Stockholders~~Company)

~~Verify~~STATEMENTS ~~Smart~~OF ~~Corp.~~OPERATIONS

~~We have audited the accompanying balance sheets of Verify Smart Corp.~~ (AStated ~~Development Stage “Company”) as of June 30, 2010 and 2009 and the related statements of operations, changes~~ in ~~shareholders’ equity and cash flows for the years then ended and for the period from May 31, 2006 (inception) through June 30, 2010~~U. ~~These financial statements are the responsibility of the Company’s management~~S. ~~Our~~ ~~responsibility is to express an opinion on these financial statements based on our audits.~~Dollars)

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.


							May 31,2006
	Year Ended						(Inception)
	June 30						through
	2011			2010			June 30, 2011

Revenue	$	-		$	-		$	-

Operating Expenses
General and administrative expenses		430			52,072			81,645
Professional fees		840			51,804			96,080
Management fees		219,740			736,954			1,406,116
Total Operating Expenses		221,010			840,830			1,584,069

Loss From Operations		(221,010	)		(840,830	)		(1,583,841	)

Other Expenses
Interest expense		(1,555	)		(212	)		(1,767	)
Exchange loss		-			(4,722	)		(6,506	)
Total Other Expenses		(1,555	)		(4,934	)		(8,273	)

Net Loss	$	(222,565	)	$	(845,764	)	$	(1,592,114	)

Net Loss Per Share - Basic and Diluted	$	( 0.01	)	$	(0.01	)
Weighted Average Shares Outstanding		52,785,000			54,403,712

InThe ~~our~~accompanying ~~opinion,~~notes ~~the~~are ~~financial~~an ~~statements~~integral ~~referred~~part toof ~~above~~these ~~present fairly, in all material respects, the~~ financial ~~position of Verify Smart Corp~~statements. ~~as of June 30, 2010 and 2009, and the result of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.~~

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.27

~~/s/Chang~~VERIFY ~~Park~~SMART CORP.

~~____________________~~(A Development Stage Company)

~~CHANG~~STATEMENTS G.OF ~~PARK,~~CASH ~~CPA~~FLOWS

~~September~~(Stated ~~28,~~in ~~2010~~U.S. Dollars)

San Diego, CA. 92108


	Year Ended June 30					From May 31, 2006 (Inception) to
	2011		2010			June 30, 2011
Cash Flows Provided By (Used In):

Operating Activities
Net (loss)	$	(222,565)			(845,764)		(1,592,114)
Adjustments to reconcile net (loss) to cash used in operating activities:
Stock-based compensation		212,500			692,510		1,343,187
Changes to operating assets and liabilities:
Prepaid expenses		70			10,626		-
Accounts payable and accrued liabilities		(4,036)			11,571		16,253
Net cash (used in) operating activities		(14,031)			(131,057)		(232,674)
Investing Activity		-			-		-

Financing Activities
Issuance of common stock		-			55,000		117,500
Share issue costs		-			-		(1,128)
Proceeds from loans payable		7,030			76,052		119,029
Net cash provided by financing activities		7,030			131,052		235,401
Increase (Decrease) in Cash		(7,001)			(5)		2,727
Cash, Beginning of Period		9,728			9,733		-
Cash, End of Period	$	2,727			9,728		2,727

Supplemental Information
Cash Activities:
Interest paid	$	-		$	-	$	-
Income taxes paid	$	-		$	-	$	-
Non-cash Investing and Financing Activities
Common stock issued for services	$	-		$	-	$	1,369,750

31The accompanying notes are an integral part of these financial statements.

~~Verify Smart Corp. (Development Stage Company) Balance Sheets~~28

	As of		As of
	June 30		June 30
	2010		2009
ASSETS
Current Assets
Cash	$	9,728	$	9,733
Prepaid expense- short term		212,570		413,643
Total Current Assets		222,298		423,376
Other Assets
Prepaid expense-long term		26,563		-
Deposit		-		10,626
Total Other Assets		26,563		10,626
Total Assets		248,861		434,002
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	20,289	$	8,718
Loan payable		111,999		35,947
Total Current Liabilities		132,288		44,665
Total Liabilities		132,288		44,665
Contingencies and Commitments

Verify Smart Corp.

(Development Stage Company)

Statements of Stockholders' Equity (Deficit)

From May 31,2006 (Inception) to June 30, 2011

(Stated in U.S. Dollars)

Stockholders' Equity
	Common Stock
Common Stock, $0.001 par value, 250,000,000 shares authorized;
	Shares #			Par Value $			Additional Paid-in Capital $			Deficit Accumulated During the Development Stage $			Total $
52,215,000 and 61,025,000 shares issued and outstanding as of June 30, 2010 and 2009		52,215			61,025
Balance - May 31, 2006 (Date of Inception)
Additional Paid-in Capital		1,378,907			852,097
Stock issued for cash on May 31, 2006 at $0.0003 per share		30,000,000			30,000			(20,000	)	-				10,000
Deficit Accumulated During the Development Stage		(1,314,549	)		(523,785	)
Net loss for the period		-			-			-			(430	)		(430	)
Total Stockholders' Equity		116,573			389,337
Balance - June 30, 2006		30,000,000			30,000			(20,000	)		(430	)		9,570
Total Liabilities and Stockholders' Equity	$	248,861		$	434,002
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 year		-			-			-			(222,565	)		(222,565	)
Balance – June 30, 2011		52,785,000		$	52,785		$	1,433,337		$	(1,592,114	)	$	(105,992	)

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

3230

Verify Smart Corp.
(Development Stage Company)
Statement of Operations June 30, 2010
							May31,2006
	Year			Year			(Inception)
	Ended			Ended			through
	Jun 30,2010			Jun 30,2009			Jun 30,2010
REVENUES
Revenues		-			-			-
Total Revenues	$	-		$	-		$	-
Operation Expenses
General & Administrative expenses		52,072			16,911			81,215
Professional fees		51,804			26,735			95,240
Management fees		681,954			449,423			1,131,376
Total operation expenses		785,830			493,069			1,307,831
Gain (Loss) from operations		(785,830	)		(493,069	)		(1,307,831	)
Other Income and (expenses)
Interest Expense		(212	)		-			(212	)
Exchange Gain (loss)		(4,722	)		(1,784	)		(6,506	)
Total Other Income and (expenses)		(4,934	)		(1,784	)		(6,718	)
Net Loss	$	(790,764	)	$	(494,853	)	$	(1,314,549	)
Net Gain (Loss) Per Share - Basic and Diluted	$	( 0.01	)	$	(0.01	)
Weighted Average Shares Outstanding		55,297,521			60,252,041

VERIFY SMART CORP.

~~The~~(A ~~accompanying~~Development ~~notes~~Stage ~~are an integral part of these financial statements.~~Company)

33NOTES TO THE FINANCIAL STATEMENTS

~~Verify~~AS ~~Smart~~OF ~~Corp.~~JUNE ~~(Development Stage Company) Statements of Stockholders' Equity From May 31,2006 (Inception date) to June~~ 30, ~~2010~~2011

	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					0			0			(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			0			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						0
Net loss for the year											(790,764	)		(790,764	)
Balance - June 30, 2010		52,215,000			52,215			1,378,907			(1,324,549	)		116,573

(Stated in U.S. Dollars)

341.

~~VERIFY~~ORGANIZATION ~~SMART~~AND ~~CORP.~~DESCRIPTION OF BUSINESS

Verify Smart Corp. (~~Development~~the ~~Stage~~"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 commenced activity involving developing and selling internet security software for credit card fraud prevention (Note 6).

~~STATEMENTS OF CASH FLOWS~~2.

~~June~~GOING ~~30,~~CONCERN ~~2010~~

	For the Year Ended June 30, 2010			For the Year Ended June 30, 2009			May 31, 2006 (inception) through to June 30, 2010
OPERATING ACTIVITIES
Net income (loss)	$	(790,764	)	$	(494,853	)	$	(1,307,599	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Foreign exchange gain(loss)
Stock-based compensation		692,569			448,733			1,133,957
Changes in operating Activities
Prepaid expense		10,626			(8,626	)		-
Accounts payable		11,517			8,555			20,289
Net Cash Used in Operating Activities		(76,052	)		(46,191	)		(153,353	)
Investing Activities
Deposit decrease		-			(10,626	)		-
Net Cash Provide by Investment Activities:		-			(10,626	)		-
Financing Activities
Issuance of common stock		-			12,500			52,215
Share issuance costs		-			(1,128	)		(1,128	)
Proceeds from loan payable		76,052			35,947			111,999
Net Cash Provided by Financing Activities	$	76,052			47,319			163,086
(Decrease) Increase in Cash		-			(9,498	)		9,733
Cash at beginning of period		9,733			19,231			-
Cash – End of Period	$	9,733		$	9,733		$	9,733
Supplemental Disclosures of Cash Flow Information
Cash paid during the period for:
Interest	$	--		$	--		$	--
Income Taxes	$	--		$	--		$	--
Non-Cash investing and financing activities Common stock issued for services	$	518,000		$	851,750		$	1,369,750

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 $1,592,114 for the period from May 31, 2006 (inception) to June 30, 2011, has a stockholders’ deficit of $105,992, 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 accompanying notes are an integral part of these financial statements~~3.

35SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~VERIFY~~These ~~SMART~~financial ~~CORP.~~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:

~~(Development~~Basis ~~Stage~~of ~~Company)~~Accounting

~~Notes~~These tofinancial statements and related notes are presented in accordance with accounting principles generally accepted in the ~~Financial~~United ~~Statements~~States, and are expressed in US dollars.

~~June~~Use ~~30,~~of ~~2010~~Estimates and Assumptions

~~NOTE~~Preparation 1of 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, ~~ORGANIZATION~~actual ~~AND~~results ~~DESCRIPTION~~could OFdiffer ~~BUSINESS~~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.

~~Verify Smart Corp. (formerly Treasure Explorations Inc. (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, 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.

~~Effective~~Development ~~March~~Stage ~~19, 2009, the~~ Company ~~changed the name from Treasure Explorations Inc. to Verify Smart Corp.~~

~~NOTE~~The 2Company 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 ~~SUMMARY~~Company OFis ~~SIGNIFICANT~~devoting ~~ACCOUNTING~~substantially ~~POLICIES~~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.

~~BASIS~~Cash OFand ~~ACCOUNTING~~Cash Equivalents

~~These~~The ~~financial~~Company ~~statements~~considers ~~and~~all ~~related~~highly ~~notes~~liquid ~~are~~investments ~~presented~~purchased ~~in accordance~~ with ~~accounting~~an ~~principles~~original ~~generally~~maturity ~~accepted~~of inthree ~~the United States, and are expressed in US dollars. The Company has elected a June 30 year-end.~~

~~BASIC~~months ~~EARNINGS~~or ~~(LOSS)~~less ~~PER~~to ~~SHARE~~be cash equivalents. At June 30, 2011 and 2010, cash consists primarily of cash on deposit.

~~Earnings~~Impairment ~~Per Share, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions~~ of ~~ASC~~Long-Lived ~~effective May 31, 2006 (date of inception).~~Assets

~~Basic~~In ~~net~~accordance ~~incomes~~with ~~(loss)~~SFAS ~~per~~144, ~~share~~Accounting ~~amounts~~for ~~are~~the ~~computed~~Impairment ~~based~~or onDisposal ~~the~~of ~~weighted~~Long-Lived ~~average~~Assets ~~number~~(codified ofin ~~shares~~ASC ~~actually~~360, ~~outstanding. Diluted~~Property, ~~net~~Plant, ~~income~~and ~~(loss~~Equipment), ~~per~~the ~~share~~carrying ~~amounts~~value ~~are~~of ~~computed~~intangible ~~using~~assets ~~the~~and ~~weighted~~other ~~average~~long-lived ~~number~~assets ofis ~~common~~reviewed ~~and~~on ~~common~~a ~~equivalent~~regular ~~shares~~basis ~~outstanding~~for asthe ifexistence ~~shares~~of ~~had~~facts ~~been~~or ~~issued~~circumstances onthat may suggest impairment. The Company recognizes impairment when the ~~exercise~~sum of the ~~common~~expected ~~share~~undiscounted ~~rights~~future ~~unless~~cash ~~the~~flows ~~exercise~~is ~~becomes~~less ~~anti~~than ~~dilutive~~the ~~and~~carrying ~~then~~amount ~~only~~of the ~~basic~~asset. Impairment ~~per~~losses, ~~share~~if ~~amounts~~any, are ~~shown~~measured inas the ~~report~~excess of the carrying amount of the asset over its estimated fair value.

~~DIVIDEND~~Financial ~~POLICY~~Instruments and Concentration of Risk

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

~~CASH~~Basic ~~EQUIVALENTS~~and Diluted Net Income (Loss) Per Share

The Company ~~considers~~computes ~~all~~net ~~highly~~income ~~liquid~~(loss) ~~investments~~per ~~purchased~~share in accordance with anSFAS ~~original~~128, ~~maturity~~Earnings per Share (codified in ASC 260, Earnings Per Share), which requires presentation of ~~three~~both ~~months~~basic orand ~~less~~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 ~~cash~~purchased ~~equivalents~~from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

~~USE~~Foreign OFCurrency ~~ESTIMATES AND ASSUMPTIONS~~Translation

The ~~preparation~~Company’s offunctional and reporting currency is the ~~financial~~United ~~statements~~States dollar. Monetary assets and liabilities denominated in ~~conformity~~foreign currencies are translated in accordance with ~~generally~~SFAS ~~accepted~~52, ~~accounting~~Foreign ~~principles~~Currency ~~requires~~Translation ~~management~~(codified toin ~~make~~ASC ~~estimates~~830, ~~and~~Foreign ~~assumptions~~Currency ~~that~~Matters), ~~affect~~using the ~~reported~~exchange ~~amounts~~rate ofprevailing ~~assets~~at ~~and~~the ~~liabilities~~balance sheet date. Gains and ~~disclosure~~losses arising on settlement of ~~contingent~~foreign ~~assets~~currency ~~and~~denominated ~~liabilities~~transactions ator balances are included in the ~~date~~determination of ~~the~~income. ~~financial~~Foreign ~~statements~~currency ~~and~~transactions ~~the~~are ~~reported~~primarily ~~amounts~~undertaken ofin ~~revenues~~Canadian ~~and~~dollars. The ~~expenses~~Company ~~during~~has not, to the ~~reporting~~date ~~period.~~of ~~Actual~~these ~~results~~financial ~~could~~statements, ~~differ~~entered ~~from~~into ~~those~~derivative ~~estimates~~instruments to offset the impact of foreign currency fluctuations.

3632

~~VERIFY~~Comprehensive ~~SMART CORP.~~Loss

SFAS 130, Reporting Comprehensive Income, (~~Development~~codified ~~Stage~~in ~~Company~~ASC 220, Comprehensive Income) establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. At June 30, 2011, the Company had no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

~~Notes~~Common toShare ~~the~~Non-Monetary ~~Financial Statements~~Consideration

~~June~~In 30situations where common shares are issued and the fair value of the goods or services received is readily determinable, ~~2010~~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:

~~NOTE~~i) 2.the ~~SUMMARY~~counterparty’s OFperformance ~~SIGNIFICANT~~is ~~ACCOUNTING~~complete; ~~POLICIES~~ii) -a ~~(Continued)~~commitment for performance by the counterparty to earn the common shares is reached; or

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

~~Income~~Stock-Based ~~taxes~~Compensation are provided in accordance with ASC 740 ACCOUNTING FOR INCOME TAXES. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

~~Deferred~~The ~~tax~~Company ~~assets~~had ~~are~~adopted ~~reduced~~the byfair avalue ~~valuation~~recognition ~~allowance~~provisions ~~when~~of SFAS 123R, Share-Based Payment, (codified in ASC 718, Compensation-Stock Compensation). The Company adopted SFAS 123R using the ~~opinion~~modified-prospective-transition ofmethod. Under ~~management~~this method, itcompensation iscost ~~more~~recognized ~~likely~~for ~~than~~all ~~not~~periods ~~that~~prior ~~some~~to ~~portion~~December or1, 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 ~~deferred~~grant-date ~~tax~~fair ~~assets~~value ~~will~~estimated ~~not~~in beaccordance ~~realized.~~with ~~Deferred~~the ~~tax~~original ~~assets~~provisions of SFAS 123, and ~~liabilities~~b) ~~are~~compensation ~~adjusted~~cost for ~~the~~all ~~effects~~share-based ofpayments ~~changes~~granted insubsequent ~~tax~~to ~~laws~~November ~~and~~30, ~~rates~~2005, based on the grant-date fair value estimated in accordance with the provisions of ~~enactment~~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.

~~RECENT~~The ~~ACCOUNTNG~~Company ~~PRONOUNCEMENTS~~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.

InIncome June 2009, the FASB issued guidance now codified as ASC 105, Generally Accepted Accounting Principles as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. The adoption of ASC 105 did not have a material impact on the Company’s financial statements, but did eliminate all references to pre-codification standards.Taxes

~~In February 2010, the~~Income ~~FASB~~taxes ~~issued Accounting Standards Update ("ASU")~~are ~~No.2010-09, "Amendments~~provided toin ~~Certain~~accordance ~~Recognition~~with ~~and~~ASC ~~Disclosure Requirements"~~740 ~~("ASU2010-09"), which~~Accounting isFor ~~included~~Income inTaxes. ~~the~~A ~~FASB~~deferred ~~Accounting~~tax ~~Standards~~asset ~~Codification~~or ~~(the~~liability ~~"ASC")~~is ~~Topic~~recorded ~~855~~for ~~(Subsequent~~all ~~Events).~~temporary ~~ASU~~differences ~~2010-09~~between ~~clarifies~~financial ~~that~~and antax ~~SEC~~reporting ~~filer~~and isnet ~~required~~operating toloss ~~evaluate~~carry ~~subsequent~~forwards. ~~events~~Deferred ~~through~~tax ~~the~~expense ~~date~~(benefit) ~~that~~results from the ~~financial~~net ~~statements~~change ~~are~~during ~~issued. ASU 2010-09 is effective upon~~ the ~~issuance~~year of ~~the~~deferred ~~final~~tax ~~update~~assets and ~~did not have a significant impact on the Company's financial statements~~liabilities.

~~The~~Deferred ~~Company~~tax ~~has~~assets ~~implemented~~are ~~all~~reduced ~~new~~by ~~accounting~~a ~~pronouncements~~valuation ~~that~~allowance ~~are~~when, in ~~effect~~the ~~and~~opinion of management, it is more likely than not that ~~may~~some ~~impact~~portion ~~its~~or ~~financial~~all ~~statements~~of ~~and~~the ~~does~~deferred ~~not~~tax ~~believe~~assets ~~that~~will ~~there~~not ~~are~~be ~~any~~realized. ~~other~~Deferred ~~new~~tax ~~accounting~~assets ~~pronouncements~~and ~~that~~liabilities ~~have~~are ~~been~~adjusted ~~issued~~for ~~that~~the ~~might~~effects ~~have~~of achanges ~~material~~in ~~impact~~tax onlaws ~~its~~and ~~financial~~rates ~~position~~on orthe ~~results~~date of ~~operations~~enactment.

~~NOTE 3. GOING CONCERN~~33

~~The~~Recent ~~accompanying~~Accounting financial statements are presented on a going concern basis. The Company had limited operations during the period from May 31, 2006 (date of inception) to June 30, 2010 and generated a net loss of $1,314,549. This condition raises substantial doubt about the Company's ability to continue as a going concern. Because the Company is currently in the development stage, management believes that the company's current cash and cash equivalents of $9,728 is sufficient to cover the expenses they will incur during the next twelve months in a limited operations scenario or until they raise additional funding.Pronouncements

~~NOTE~~In 4May 2011, the FASB issued Accounting Standards Update (“ASU”) No. ~~LOAN~~2011-04: ~~PAYABLE~~“Fair Value Measurement (Topic 820) – Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”. This is a new accounting standard on fair value measurements that clarifies the application of existing guidance and disclosure requirements, changes certain fair value measurement principles and requires additional disclosures about fair value measurements. The standard is effective for interim and annual periods beginning after December 15, 2011. Early adoption is not permitted. The Company does not expect the adoption of this accounting guidance to have a material impact on its financial statements and related disclosures.

~~During~~In June 2011, the ~~year~~FASB ~~ended~~issued ~~June~~ASU 302011-05, ~~2010,~~Comprehensive Income (Topic 220): Presentation of Comprehensive Income. This update will require the ~~Company~~presentation ~~received~~of the components of net income and other comprehensive income either in a ~~loan~~single continuous statement or in two separate but consecutive statements. In addition, companies are also required to present reclassification adjustments for items that are reclassified from another ~~unrelated~~comprehensive ~~party~~income into net income on the ~~amount~~face of ~~$111~~the financial statements. The update is effective for fiscal years and interim periods beginning after December 15,~~999,~~ ~~non~~2011. ~~interest~~The ~~bearing~~Company will adopt the new disclosure requirements for comprehensive income beginning January 1, 2012.

37In 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.

~~VERIFY SMART CORP~~4.

~~(Development~~LOANS ~~Stage Company)~~PAYABLE

~~Notes~~At toJune 30, 2011, the ~~Financial~~Company ~~Statements~~was indebted for non-interest bearing loans, with no formalized terms of repayment, for $119,029 (June 30, 2010 - $111,999) from unrelated parties.

~~June~~5. ~~30, 2010~~

~~NOTE~~CAPITAL ~~5. WARRANTS AND OPTIONS~~STOCK

~~There~~a) ~~are~~Common noStock ~~warrants or options outstanding to acquire any additional shares of common stock.~~

~~NOTE~~As 6.of ~~RELATED~~June ~~PARTY~~30, ~~TRANSACTIONS~~2011 the Company had 52,785,000 shares of common stock issued and outstanding.

~~The~~During ~~director of~~ the ~~Company~~year ~~may,~~ended inJune ~~the future~~30, ~~become involved in other business opportunities as they become available~~2011, ~~they may face a conflict in selecting between~~ the Company ~~and~~had ~~their~~no ~~other~~stock ~~business opportunities~~activity. ~~The Company has not formulated a policy for the resolution of such conflicts.~~

~~NOTE~~As 7.of ~~INCOME~~June ~~TAXES~~30, 2010 the Company had 52,785,000 shares of common stock issued and outstanding.

AsDuring ofthe year ended June 30, ~~2009~~2010, the Company issued the following common shares:

~~------------------------~~i) On July 14, 2009, the Company entered a consulting service agreement and issued 50,000 shares of restricted common stock at a fair value $0.53 per share, amounting $26,500 as compensation.

~~Deferred tax assets:~~34

~~Net~~ii) ~~operating~~On ~~tax~~August ~~carryforwards~~ 14, 2009, the Company entered into a consulting service agreement and issued 1,000,000 shares of common stock at a fair value $ ~~178~~0.425 per share,~~928~~ amounting $425,000 as compensation.

~~Tax~~iii) ~~rate 34%~~On October 28, 2009, 10,000,000 shares of common stock from Howard Gelfand were cancelled and returned.

~~Gross~~iv) ~~deferred~~On ~~tax~~November ~~assets 60~~15,~~836~~ 2009, the Company entered into three consulting service agreements and issued 140,000 shares of common stock at a fair value $0.475 per share, amounting $66,500 as compensation.

~~Valuation~~v) ~~allowance (60~~On April 24,~~836)~~ 2010, the Company issued 550,000 shares of common stock at $0.10 per share for cash proceeds of $55,000. The Company issued 20,000 shares of common stock at a deemed fair value of $2,000 in connection with the private placement.

~~-----------~~b) Share Purchase Warrants and Stock Options

~~Net~~As ~~deferred~~of ~~tax~~June ~~assets $ 0~~30, 2011 and 2010 there are no share purchase warrants or stock options outstanding to acquire any additional shares of common stock.

~~========~~6.

~~Realization~~JOINT ofVENTURE deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.AGREEMENT

~~NOTE~~Effective 8March 25, 2009, the Company entered into a joint venture agreement with Verified Capital Corp. ~~NET~~and ~~OPERATING~~Verified ~~LOSSES~~Transactions Corp. relating to the formation and operation of a joint venture corporation that will sell internet security software for credit card fraud prevention.

AsUpon the satisfaction of ~~June~~customary ~~30,~~closing ~~2010~~conditions, the Company ~~has~~will acontribute ~~net~~an ~~operating~~aggregate ~~loss~~of ~~carryforwards~~$5,000,000 ofto ~~approximately~~the joint venture corporation, payable as to $~~178~~2,~~928.~~000,000 ~~Net~~by ~~operating~~May ~~loss~~1, ~~carryforwards~~2009 ~~expires~~and ~~twenty~~$3,000,000 ~~years~~by ~~from~~July ~~the~~1, ~~date~~2009, for a 70% interest in the ~~loss~~joint ~~was~~venture ~~incurred~~corporation.

~~NOTE~~By 9amendment 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. ~~STOCK~~In ~~TRANSACTIONS~~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.

~~Transactions,~~Upon ~~other~~the ~~than~~closing ~~employees’~~of ~~stock~~the ~~issuance,~~joint ~~are~~venture ~~in accordance with ASC 718~~agreement, ~~Compensation~~the –Company ~~STOCK~~would ~~COMPENSATION. Thus issuances shall~~ be ~~accounted for based on~~ the ~~fair~~operator ~~value~~ of the ~~consideration~~joint ~~received.~~venture ~~Transactions~~corporation ~~with~~and ~~employees’~~will ~~stock~~contract ~~issuance are in accordance~~ with ~~ASC~~Verified ~~718~~Capital Corp. ~~These~~to ~~issuances shall~~ be ~~accounted for based on~~ the ~~fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable~~sub-operator.

OnAs ~~May~~at 31September 19, ~~2006~~2012, the ~~Company~~joint ~~issued~~venture aagreement ~~total~~was terminated by mutual consent of ~~30,000,000~~the ~~shares~~parties and ownership of ~~common~~the ~~stock~~patented verification technology was transferred to ~~one~~Assured ~~director~~Mobile ~~for~~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 ~~amount~~joint venture or in respect of $0the license to use the patented technology.~~00033~~ ~~per~~No ~~share~~joint ~~for~~venture acorporation ~~total~~was formed in relation to the joint venture and the Company did not incur any material costs in respect of ~~$10~~its obligations under the joint venture. Additionally,~~000~~ the Company is not subject to any penalty or residual obligations under the joint venture agreement.

~~On October 13, 2006, the Company issued a total of 30,000,000 shares of common stock to twenty seven unrelated investors for cash in the amount of $0.0013 per share for a total of $40,000.~~35

On March 19, 2009 the Company effected a 15 for 1 forward split of its issued and outstanding share capital such that every one share of common stock issued and outstanding prior to the split was exchanged for fifteen post-split shares of common stock7. ~~The number of shares referred to in the previous paragraphs is post-split number of shares.~~

38COMMITMENTS AND CONTRACTUAL OBLIGATIONS

~~VERIFY~~a) ~~SMART~~On ~~CORP~~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 June 30, 2011, $26,563 is included in prepaid expenses and will be recognized over the remaining term of the consulting agreement.

~~(Development~~b) ~~Stage~~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.

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

~~June~~ 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, ~~2010~~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;

~~NOTE~~ ii) 9.card ~~STOCK~~issuers ~~TRANSACTIONS~~or internet users - the Company will pay to AMG an amount of 10% of cash flow received by the Company (~~CONTINUED~~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;

~~The~~ iii) the Company’s ~~post-split~~shall ~~authorized~~pay ~~capital~~AMG ~~increased to 250,000,000 shares of common stock with~~ a ~~par~~monthly ~~value~~fee of $~~0.001~~5,000 ~~per~~starting ~~share.~~July ~~All~~1, ~~share~~2010 ~~amounts~~and ~~have~~pre-approved ~~been retroactively adjusted for all periods presented~~expenses.

On March 2531, ~~2009~~2010, the ~~Company~~agreement ~~issued~~was ~~750,000~~terminated ~~shares~~and ofAMG ~~common~~waived ~~stock~~the atpayable ~~a fair value~~ of $~~0.75 per share~~45, ~~amounting $562,500, pursuant to a consulting agreement.~~000

c) On ~~March~~November 3015, 2009, the Company ~~issued~~entered ~~100~~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,~~000~~ ~~shares~~the ofCompany agreed to issue 40,000 restricted common ~~stock~~shares at a fair value of $019,000.75 ~~per~~The ~~share~~agreement expired on May 15, ~~amounting~~2010. At June 30, 2010, $7519,000, ~~pursuant~~was torecognized aas consulting ~~agreement~~expense.

d) On ~~April~~November 915, 2009, the Company ~~issued~~entered 15into a consulting agreement with Kim Baker wherein Kim Baker has agreed to provide certain consulting services to the Company. As compensation under the agreement,~~000~~ ~~shares~~the ofCompany agreed to issue 50,000 restricted common ~~stock~~shares at a fair value of $223,750.05 ~~per~~The ~~share~~agreement expired on May 15, ~~amounting~~2010. $At June 30,~~750~~ 2010, ~~pursuant~~$23,750 towas arecognized as consulting ~~agreement~~expense.

e) On ~~May~~November 115, 2009, the Company ~~issued~~entered ~~100~~into a consulting agreement with Intentional and Purposeful Living wherein Intentional and Purposeful Living has agreed to provide certain consulting services to the company. As compensation under the agreement,~~000~~ ~~shares~~the ofCompany agreed to issue 50,000 restricted common ~~stock~~shares at a fair value of $123,750.34 ~~per~~The ~~share~~agreement expired on May 15, ~~amounting~~2010. ~~$134~~At June 30,~~000~~ 2010, ~~pursuant~~$23,750 towas arecognized as consulting ~~agreement~~expense.

On May 27, 2009, the Company issued 10,000 shares of common stock at $1.25 per share for cash proceeds of $12,500. The Company paid finders’ fee of $1,128 (Cdn$1,250) in connection with the private placement.36

~~On June 1, 2009, the Company issued 50,000 shares of common stock at a fair vale $1 per share, amounting $50,000, pursuant to a consulting agreement~~8.

AsINCOME ~~of June 30, 2009 the Company had 61,025,000 shares of common stock issued and outstanding.~~TAXES

On As ~~July 14, 2009, the Company entered a consulting service agreement and issued 50,000 shares~~ of ~~restricted~~June ~~common stock at a fair value $0.53 per share~~30, ~~amounting~~2011 ~~$26,500 as compensation.~~

On Deferred ~~August~~tax ~~14,~~assets: ~~2009, the Company enter a consulting service agreement and issued 1,000,000 shares of common stock at a fair value $0.425 per share, amounting $425,000 as compensation.~~

On Net ~~October~~operating ~~28,~~tax ~~2009,~~carry 10forwards $ 293,~~000,000~~928 ~~shares of common stocks from Howard Gelfand were cancelled and returned.~~

On Tax ~~November~~rate 34% ~~15, 2009, the Company enter three consulting service agreements and issued 140,000 shares of common stock at a fair value $0.475 per share, amounting $66,500 as compensation.~~

As Gross ofdeferred ~~June~~tax 30assets 99,935 ~~2010 the Company had 52,215,000 shares of common stock issued and outstanding.~~

~~NOTE~~ Valuation ~~10.~~allowance (99,935) ~~STOCKHOLDERS' EQUITY~~

~~The~~ Net ~~stockholders'~~deferred ~~equity~~tax ~~section of the Company contains the following classes of capital stock as of June 30, 2010: Common stock,~~ assets $ 0~~.001 par value: 250,000,000 shares authorized; 52,215,000 shares issued and outstanding.~~

~~NOTE~~Realization 11of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry forwards are expected to be available to reduce taxable income. ~~JOINT~~As ~~VENTURE~~the ~~AGREEMENT~~achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.

~~Effective~~As ~~March~~of 25June 30, ~~2009~~2010, the Company ~~entered~~has ~~into~~net aoperating ~~joint~~loss ~~venture~~carry ~~agreement~~forwards ~~with~~of ~~Verified~~approximately ~~Capital Corp~~$293,928. ~~and~~Net ~~Verified~~operating ~~Transaction~~loss ~~Corp.~~carry ~~relating~~forwards toexpires ~~the~~twenty ~~formation~~years ~~and~~from ~~operation~~the ofdate athe ~~joint~~loss ~~venture~~was ~~corporation that will sell internet security software for credit card fraud prevention~~incurred.

Upon the satisfaction of customary closing conditions, the Company will contribute an aggregate of $5,000,000 to the joint venture corporation, payable as $2,000,000 by May 1, 2009 and $3,000,000 by July 1, 2009, for a 70% interest in the joint venture corporation9.

39SUBSEQUENT EVENTS

~~VERIFY~~a) ~~SMART~~On ~~CORP~~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.

~~(Development~~As ~~Stage~~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.

~~Notes~~To todate these conditions have not been met and the ~~Financial~~transaction ~~Statements~~has not yet been completed.

~~June~~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, ~~2010~~which is at the discretion of the Company, has not yet been determined. Accordingly, the units, shares and warrants have not yet been issued.

~~NOTE~~c) 11On September 19, 2012 the Company entered into a patent license agreement with Assured Mobile Technologies LLC., ~~JOINT~~a ~~VENTURE~~Nevada ~~AGREEMENT~~limited liability corporation (~~CONTINUED~~“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.

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 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.37

AsIn consideration of ~~June~~the ~~30,~~license ~~2010~~agreement, the ~~joint~~Company ~~venture~~has ~~corporation~~agreed ~~has~~to ~~not~~pay ~~yet~~to ~~been~~Assured ~~formed.~~an aggregate cash payment of $300,000, payable as follows:

~~NOTE~~i) ~~12.~~$100 ~~COMMITMENTS~~upon execution of the license agreement;

aii) ~~On March 30~~$10, 2009, the Company entered into a consulting agreement with New Vision Consulting Corporation wherein New Vision has agreed to provide certain consulting services to the Company. As compensation under the agreement, the Company agreed to issue 1,000~~,000~~ ~~restricted~~by ~~shares~~December of common stock. As further compensation for service to be rendered, New Vision shall receive an additional 500,000 restricted common shares prior to July 31, 2009. The agreement expires on September 30, 2009. On May 19, 2009, the Company issued 1,000,000 restricted shares of common stock at a fair value of $750,000 to New Vision for services to be provided over a six month period. On July 15, 2009, the consulting agreement was terminated as New Vision was unable or unwilling to perform the services. The Company asked for return the issued shares for cancellation.2012;

biii) On June 1, 2009, the Company entered into a consulting agreement with David Karpa wherein David Karpa has agreed to provide certain consulting services to the Company. As compensation under the agreement, the Company agreed to issue 50,000 restricted shares of common stock. The agreement expires on November 30, 2009. On June 1, 2009, the Company issued 50,000 restricted shares of common stock at a fair value of $5040,000 toby ~~David~~March ~~Karpa for services to be provided over a six month period. As at June 30~~19, ~~2010,~~2013; ~~$50,000 was recognized as consulting expense.~~and

civ) On July 14, 2009, the Company entered into a consulting agreement with Wei Cheng wherein Wei Cheng has agreed to provide certain consulting services to the Company. As compensation under the agreement, the Company agreed to issue 50,000 restricted shares of common stock. The agreement expires on January 14, 2010. On August 15, 2009, the Company issued 50,000 restricted shares of common stock at a fair value of $26249,~~500~~900 toby ~~Wei~~September ~~Cheng for agreeing to enter into this agreement. The Company shall also provide Cheng 50~~19,~~000~~ ~~shares of common stock, released in increments of 12,500 shares at the end of each 60 days period, commencement upon the agreement date~~2013. ~~At March 31, 2010, $26,500 was recognized as consulting expense and $53,000 was canceled on June 30, 2010.~~

d)As Onadditional ~~August 14~~consideration, ~~2009,~~ the Company ~~entered~~will ~~into~~issue ~~a consulting agreement with Cohen Independent Group (“Cohen”) wherein Cohen has agreed~~ to ~~provide~~Assured ~~certain consulting services to the Company. As compensation under the agreement~~8, ~~the Company agreed to issue 1~~500,000~~,000~~ ~~restricted~~common shares ofin ~~common~~its capital stock. ~~The~~within ~~agreement~~30 ~~expires~~days onof ~~August 14, 2011. On~~ September 1419, ~~2009,~~2012 (the ~~Company~~“effective ~~issued~~date”). ~~1,000,000~~This ~~restricted~~license ~~shares~~will ofalso ~~common~~be ~~stock~~subject atto a ~~fair~~royalty ~~value~~payable ~~of $425,000~~ to ~~Cohen~~Assured ~~for~~equal ~~services~~ to ~~be provided over a two year periods~~2.5% Asof atany ~~June~~gross ~~30,~~sales ~~2010,~~made ~~$212,570~~by isthe ~~included~~Company in ~~prepaid~~respect ~~expenses-short-term and $26,563 in prepaid expense-long-term and will be recognized over the remaining term~~ of the ~~consulting agreement~~technology. ~~At June 30, 2010, $185,867 was recognized as consulting expense.~~

40By a license agreement amendment dated October 17, 2012, the Company and Assured mutually agreed to extend the effective date 90 days, or earlier if mutually agreed upon, from the date of the original agreement of September 19, 2012.

~~VERIFY~~d) ~~SMART~~Pursuant ~~CORP~~to a private placement subscription agreement, on November 9, 2012 the Company received $50,000 for the issuance of 500,000 units @ $0.10 per unit. Each unit consists of one share of common stock in the capital of the Company, and one common share purchase warrant. Each warrant entitles the holder to purchase one share of common stock in the capital of the Company for a period of 18 months at a price per warrant of $0.30.

~~(Development~~ITEM ~~Stage~~9. ~~Company)~~CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~Notes~~There tohave ~~the~~been ~~Financial~~no ~~Statements~~occurrences requiring response to this item.

~~June~~ITEM ~~30,~~9A ~~2010~~– CONTROLS AND PROCEDURES

~~NOTE~~Disclosure ~~12.~~Controls ~~COMMITMENTS~~and ~~(CONTINUED)~~procedures

e)An Onevaluation ~~September~~was 22performed under the supervision and with the participation of our management, ~~2009~~including our Chief Executive Officer and Chief Financial Officer, of the ~~Company~~effectiveness ~~entered~~of ~~into~~the adesign ~~compensation~~and ~~agreement~~operation ~~with~~of ~~AMG~~our ~~Group~~disclosure ~~Inc.~~controls and procedures (~~“AMG”~~as defined in Rule 13a-15(e) ~~wherein~~under ~~AMG~~the ~~has~~Securities ~~agreed~~Exchange Act of 1934) as of the end of the period covered by this annual report. Our disclosure controls and procedures are designed to ~~provide~~ensure ~~certain~~that ~~consulting~~information ~~services~~required to be disclosed by us in the ~~company.~~reports ~~The~~we ~~agreement~~file ~~expires~~or submit under the Securities Exchange Act of 1934, as amended, is (1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure. Based on ~~September~~that 22evaluation, ~~2011~~our management, including our Chief Executive Officer and our Chief Financial Officer, concluded that our disclosure controls and procedures were effective.

~~In consideration of the consulting services provided by AMG, the Company hereby agrees to pay AMG the compensation as follows:~~38

i)Management’s ~~asset~~Report 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~~Internal ~~stated~~Control ~~value~~Over ofFinancial ~~the Event or, failing contractual value, the fair market value of the Event;~~Reporting

~~ii)~~Management ~~card~~is ~~issuers~~responsible orfor ~~internet~~establishing ~~users~~and –maintaining ~~the~~adequate ~~Company~~internal ~~will~~control ~~pay~~over tofinancial ~~AMG~~reporting anas ~~amount~~such ofterm ~~10%~~is ofdefined ~~cash~~in ~~flow~~Exchange ~~received~~Act ~~by the Company~~ Rule 13a-15(~~less direct third party costs~~f). ~~from~~The ~~bank, and any other business paying the~~ Company ~~based on card use or internet use of the Company~~’s ~~products~~internal ~~for~~control ~~the~~over ~~first~~financial ~~five~~reporting ~~years~~is ~~and~~a 5%process ~~thereafter~~designed ~~for~~to anprovide ~~additional~~reasonable ~~five~~assurance ~~years.~~regarding ~~For~~ the ~~first~~reliability ~~institution~~ of infinancial ~~excess~~reporting ofand ~~one~~the ~~million~~preparation ~~cards~~of ~~signed,~~financial ~~the~~statements ~~Company~~for ~~will~~external ~~pay~~purposes ~~AMG~~in ~~one~~accordance ~~million~~with ~~common~~generally ~~shares~~accepted ~~the~~accounting ~~Company~~principles.

~~ii)~~Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management assessed the effectiveness of the Company’s ~~shall~~internal ~~pay~~control ~~AMG~~over afinancial ~~monthly~~reporting ~~fee~~as of $5June 30,~~000~~ ~~from~~2011 ~~July~~using 1the criteria set forth by the Committee of Sponsoring Organizations of the Tread way Commission in Internal Control — Integrated Framework. Based on this assessment, management has concluded that, as of June 30, 2011, the Company’s internal control over financial reporting was effective to ~~March~~provide 31reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles based on such criteria.

OnThis ~~March~~Annual ~~31,~~Report ~~2010,~~on Form 10-K does not include an attestation report of the ~~agreement~~Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was ~~terminated~~not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and ~~AMG~~Exchange ~~waive~~Commission that permit the ~~payable~~Company ~~$45,000~~to provide only management’s report in this Annual Report on Form 10-K

f)Our Onmanagement, ~~November~~including ~~15,~~our ~~2009~~Chief Executive Officer and Chief Financial Officer, wedoes ~~entered~~not ~~into~~expect athat ~~consulting~~our ~~agreement~~disclosure ~~with~~controls ~~Eileen~~or ~~Duperron~~internal ~~wherein~~controls ~~Eileen~~over ~~Duperron~~financial ~~has~~reporting ~~agreed~~will toprevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide ~~certain~~only ~~consulting~~reasonable, ~~services~~not toabsolute, assurance that the ~~Company~~control system’s objectives will be met. AsFurther, ~~compensation~~the ~~under~~design of a control system must reflect the ~~agreement~~fact that there are resource constraints, weand ~~have~~the ~~agreed~~benefits of controls must be considered relative to ~~issue~~their 40costs. Because of the inherent limitations in all control systems,~~000~~ ~~restricted~~no ~~common~~evaluation ~~shares~~of atcontrols acan ~~fair~~provide ~~value~~absolute assurance that all control issues and instances of ~~$19~~fraud,~~000~~ ofif any, within our company have been detected. ~~The~~These ~~agreement~~inherent ~~expires~~limitations oninclude ~~May~~the 15realities that judgments in decision-making can be faulty, ~~2010~~and that breakdowns can occur because of simple error or mistake. AtControls ~~June~~can 30also be circumvented by the individual acts of some persons, ~~2010~~by collusion of two or more people, ~~$19~~or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events,~~000~~ ~~was~~and ~~recognized~~any asdesign ~~consulting~~may ~~expense~~not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

g)Changes Onin ~~November~~Internal ~~15,~~Control ~~2009,~~over weFinancial 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.Reporting

h)For Onthe ~~November~~year 15ended June 30, ~~2009~~2011, wethere ~~entered~~have ~~into~~been ano ~~consulting~~changes ~~agreement~~in ~~with~~our ~~Intentional~~internal ~~and~~control ~~Purposeful~~over ~~Living~~financial ~~wherein~~reporting ~~Intentional~~(as ~~and~~defined ~~Purposeful~~in ~~Living~~Rule ~~has~~13a-15(f) ~~agreed to provide certain consulting services to our company. As compensation~~ under the ~~agreement,~~Securities weExchange ~~have~~Act ~~agreed~~of to1934) ~~issue~~that ~~50,000~~have ~~restricted~~materially ~~common shares at a fair value of $23~~affected,~~750.~~ ~~The~~or ~~agreement~~are ~~expires~~reasonably onlikely ~~May~~to ~~15,~~materially ~~2010. At June 30~~affect, ~~2010,~~our ~~$23,750~~internal ~~was~~control ~~recognized~~over asfinancial ~~consulting expense~~reporting.

41ITEM 9 B – OTHER INFORMATION

There are no matters required to be reported upon under this Item.

PART 111

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Set forth below is certain information concerning each of our directors and executive officers of our Company as at June 30, 2011:


Name and Address	Position	Age
Tony Cinotti (*)	Director, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer	59


(*)	Member of the Audit Committee.


(1)	Tony Cinotti was appointed a Director on November 30, 2009.

Each of the director names above will serve until the next Annual Meeting of Stockholders or until their successors is duly elected and has qualified. Director is elected for a one year term at the Annual General Meeting of Stockholders. Director will hold his positions at the pleasure of the Board of Directors, absent any employment agreement, of which none currently exist or is contemplated. There is no arrangement or understanding between any of our director or officer and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management stockholders will exercise their voting rights to continue to elect the directors of our Board of Directors. There are also no arrangements, agreements or understanding between non-management stockholders that may directly or indirectly participate in or influence the management of our affairs.

Historical Backgrounds of Our Director

Tony Cinotti has over 35 years experience in the Financial Industry. He began his career with Kuhn Loeb & Company managing all systems and data center operations. He continued his career with Morgan Stanley and managed Equity and Government Trading as well as Broker Commissions and Management and Planning systems. Upon leaving Morgan Stanley he founded DP Sciences Inc., which provided Management and Systems consulting to the financial community. The company was contracted to build and manage systems and data centers for various financial clients. DP Sciences was also a service organization processing over 97% of all Equity IPO's (Initial Public Offerings) for over 30 clients. Tony also owned seats on The New York Futures Exchange and was a registered Floor Broker. He was the co-inventor on two method patents for processing transactions on 3G phones. Tony has a Bachelors degree in Management from Baruch College.

Tony Cinotti was instrumental in bringing the iMobile Interactive and VerifySmart alliance to fruition. iMobile currently interfaces with almost every phone company in the world.

Our Audit Committee

Our Audit Committee Charter requires that its members monitor the following:


●		the integrity of the financial statement of our Company;
●		the compliance by our Company with legal and regulatory requirements;
●		the independence and performance of our Company’s external auditors;
●		make regular reports to our Board of Directors;
●		review the annual financial statements, independence of auditors and fees to be paid to the independent auditors; and
●		report to our Board of Directors on legal, accounting and management matters.

Apart from the Audit Committee, our Company does not have any other Board committees.

Family Relationships between our Directors

There are no family relationships among our current or former directors or officers.

Significant Employees

We have no significant employees other than Tony Cinotti, our sole officer and director. We currently rely on part-time, third party contractors to provide management, accounting and legal services on an as needed basis. We anticipate that, as our business develops, we will engage additional contractors on a part-time or full-time basis.

Conflicts of Interest

We have adopted a Code of Ethics that applies to, among other persons, our company’s principal executive officers and senior financial executives, as well as persons performing similar functions. As adopted, our Code of Ethics sets forth written policies to promote:

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

full, fair, accurate, timely and understandable disclosure in all reports and documents that the Corporation files with, or submits to, the Securities and Exchange Commission ("SEC") and in other public communications made by the Corporation that are within the Senior Officer’s area of responsibility;

compliance with applicable governmental laws, rules and regulations; and

the prompt internal reporting of violations of the Code.

Other Directorships

Tony Cinotti does not serve as a director of any other company trading on the OTCBB or any other public market. This might not be the case in the future but as at the date of this prospectus they are not officers or directors of any other public company.

Involvement in Certain Legal Proceedings

To the knowledge of our Company, during the past five years, none of our directors or executive officers:

(1)

has filed a petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by the court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filings, or any corporation or business association of which he was an executive officer at or within the last two year before the time of such filing;


(2)	was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);


(3)	was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities:

(i)

acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliate person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii) engaging in any type of business practice; or


(iii)	engaging in any activities in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;


(4)	was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under paragraph (3) (i) above, or to be associated with persons engaged in any such activities; or


(5)	was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated.


(6)	was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

Promoters and Control Persons

Tony Cinotti is considered the promoter of our Company, within the meaning of such terms under the Securities Act of 1933, as amended, since he was instrumental in seeking out other investors to participate in the private placement of stock equity in the Company. He is also a control person since he owns Nil of our issued common shares. There are no other promoters involved with our Company.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth the compensation paid by our Company from May 31, 2006 (date of inception) to June 30, 2011, for each of our officers and directors. This information includes dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to named executive officers.

Summary Compensation Table


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-equity Incentive Plan Compensation ($)	Change in Pension value and Nonqualified Compensation Earnings ($)	All other Compensation ($)

Howard Gelfand Former President, Chief Executive Officer and Chief Financial Officer	2007 2008 2009 2010 2011	-0- -0- -0- -0- -0-	-0- -0- -0- -0- -0-	-0- -0- -0- -0- -0-	-0- -0- -0- -0- -0-	-0- -0- -0- -0- -0-	-0- -0- -0- -0- -0-	-0- -0- -0- -0- -0-

Manly Shore Former President, Chief Executive Officer, Chief Financial Officer and Director	2008 2009 2010 2011	-0- -0- -0- -0-	-0- -0- -0- -0-	-0- -0- -0- -0-	-0- -0- -0- -0-	-0- -0- -0- -0-	-0- -0- -0- -0-	-0- -0- -0- -0-

Adi Muljo Former VP Business Development and Director	2008 2009 2010 2011	-0- -0- -0- -0-	-0- -0- -0- -0-	-0- -0- -0- -0-	-0- -0- -0- -0-	-0- -0- -0- -0-	-0- -0- -0- -0-	-0- -0- -0- -0-

Ralph Santos Former President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director	2008 2009 2010 2011	-0- -0- -0- -0-	-0- -0- -0- -0-	-0- -0- -0- -0-	-0- -0- -0- -0-	-0- -0- -0- -0-	-0- -0- -0- -0-	-0- -0- -0- -0-

Tony Cinotti Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer and Director	2009 2010 2011	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-

We have not paid any salaries in 2007, 2008, 2009, 2010 and 2011 to date, and we do not anticipate paying any salaries at any time during the forthcoming year. We will not be paying salaries until we have adequate funds to do so.

Board of Directors’ Meeting

Our Director has not had an official Board of Directors’ meeting since our inception. All authorization for any action has been done by Consent Resolutions to date.

Retirement, Post-Termination and Change of Control

We have no retirement, pension, or profit-sharing programs for the benefit of directors, officers or other future employees, nor do we have post-termination or change in control arrangements with director or anyone else, but our Board of Directors may recommend adoption of one or more such programs in the future if our cash position and operating revenues warrant it.

Employment Agreements with Executive Director

There are no employment agreements with any director of our Company.

Stock Option Plan

We have never established any form of stock option plan for the benefit of our directors, officers or future employees. We do not have a long-term incentive plan nor do we have a defined benefit, pension plan, profit sharing or other retirement plan.

Bonuses and Deferred Compensation

None

Compensation Pursuant to Plans

None

Pension Table

None

Termination of Employment

There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any person named in Summary Compensation Table set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person’s employment with the Company, or any change in control of the Company, or a change in the person’s responsibilities following a change in control of the Company.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the Company's common stock beneficially owned on June 30, 2011, for (i) each of the Company's executive officers and directors and (ii) each shareholder the Company knows to be the beneficial owner of 5% or more of its outstanding common stock, In general, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days. To the best of the Company's knowledge, all persons named have sole voting and investment power with respect to such shares, except as otherwise noted. At June 30, 2011, 52,785,000 shares of the Company's common stock were outstanding.

DESCRIPTION OF SECURITIES

Our authorized capital consists of 250,000,000 shares of common stock, par value $0.001 per share, of which 52,785,000 shares are issued and outstanding.

The following table sets forth certain information regarding the Company's common stock beneficially owned on June 30, 2011, for (i) each shareholder the Company knows to be the beneficial owner of 5% or more of its outstanding common stock, (ii) each of the Company's executive officers and directors, and (iii) all executive officers and directors as a group. In general, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days. To the best of the Company's knowledge, all persons named have sole voting and investment power with respect to such shares, except as otherwise noted.


Name of Beneficial Owner i) Officers and Directors	Amount and Nature of Beneficial Ownership	Percentage of Class (1)

Tony Cinotti, Director	Nil	0%


ii) Name and Address of Other Beneficial Owners		Amount and Nature of Beneficial Ownership	Percentage of Class (1)


Albury Investments Ltd.6% Suite 801, 8/F, Tower 1, The Gateway, 25 Canton Road, TST, Kowloon, Hong Kong	3,375,000	6%

Cede & Co. PO Box 222, Bowling Green Station New York, NY 10274	5,113,010	10%

Dartmore International Inc. Ste 13, Oliaji Trade Centre, Francis Rachel St. Victoria Mahe SEY	3,750,000	7%

Enavest Internacional SA 200 W 400S Plaza Mayor San Jose, COSTA RICA	3,750,000	7%

Executor Capital Inc. 60 Market Square Belize City, Belize	3,000,000	6%

Medford Financial Ltd 60 Market Square Belize City, Belize	3,100,000	6%

Sierra Growth Inc. Henville Building Charlestown, Nevis	4,200,000	8%

Strand Group Ltd. Henville Building Charlestown, Nevis	4,392,500	8%

Stonehurst Limited Suite 13 Oliaja Trade Centre Fracis Rachel Street Victoria, Seychelles	3,800,000	7%

The percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on June 30, 2011. As of June 30, 2011 there were 52,785,000 shares of our Company's common stock issued and outstanding.

The holders of our common stock are entitled to receive dividends as may be declared by our Board of Directors; are entitled to share ratably in all of our assets available for distribution upon winding up of the affairs our Company; and are entitled to one non-cumulative vote per share on all matters on which shareholders may vote at all meetings of the shareholders.

The shareholders are not entitled to preference as to dividends or interest; preemptive rights to purchase in new issues of shares; preference upon liquidation; or any other special rights or preferences.

In addition, the shares of common stock are not convertible into any other securities. There are no restrictions on dividends under any loan or other financing arrangements.

Dividend Policy

As of the date of this Form 10-K, we have not paid any cash dividends to stockholders. The declaration of any future cash dividends, if any, will be at the discretion of the Board of Directors and will depend on our earnings, if any, capital requirements and financial position, general economic conditions and other pertinent conditions. It is our present intention not to pay any cash dividends in the near future.

Change in Control of Our Company

We do not know of any arrangements which might result in a change in control.

Transfer Agent

We have engaged the services of Holladay Stock Transfer Inc., 2939 North 67th Place, Suite C, Scottsdale, AZ 85251, to act as transfer and registrar.

Debt Securities and Other Securities

There are no debts or other securities outstanding.

Except as otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404.

Director Independence

The Board of Directors has determined that Tony Cinotti is an “independent” director, meeting all applicable independence requirements of the SEC, including Rule 10A-3(b)(1) pursuant to the Exchange Act. In making this determination, the Board of Directors affirmatively determined that he has no relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Transactions with Management and Others

There were no material transactions, or series of similar transactions, since May 31, 2006 (date of inception) to June 30, 2011 and thereafter to the date of this Form 10-K, or any currently proposed transactions, or series of similar transactions, to which our Company was or is to be a party, in which the amount involved exceeds $120,000, and in which any director, executive officer, any security holder or related party who is known by us to own of record or beneficially more than 5% of any class of our Company's common stock, or any member of the immediate family of any of the foregoing persons, has an interest.

Indebtedness of Management

There were no material transactions, or series of similar transactions, from May 31, 2006 (date of inception) to June 30, 2011, or any currently proposed transactions, or series of similar transactions, to which our Company was or is to be a part, in which the amount involved exceeded $120,000 and in which any director or executive officer, or any security holder who is known to us to own of record or beneficially more than 5% of the common shares of our Company's capital stock, or any member of the immediate family of any of the foregoing persons, has an interest.

Conflicts of Interest

Our director is not a director or officer of any other company involved in licensed software which provides a comprehensive solution to credit card fraud. However, there can be no assurance such involvement in other companies in this industry will not occur in the future. Such potential future involvement could create a conflict of interest.

To ensure that potential conflicts of interest are avoided or declared, the Board of Directors adopted, on May 31, 2006, a Code of Business Ethics and Control for the Board of Directors (the “Code”). Verify Smart Corp.’s Code embodies our commitment to such ethical principles and sets forth the responsibilities of Verify Smart Corp. and its director to its shareholders, employees, customers, lenders and other organizations. Our Code addresses general business ethical principles and other relevant issues.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees billed for the most recently completed fiscal year ended June 30, 2011 and for fiscal year ended June 30, 2010 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:


	Year Ended June 30,
	2010		2009
Audit Fees	$	13,000		20,750
Audit Related Fees	Nil		Nil
Tax Fees	Nil		Nil
All Other Fees	Nil		Nil
Total	$	20,750		10,000

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

Tax Fees

The Company incurred no expenses for professional services for tax compliance, tax advice, and tax planning for the fiscal year ended June 30, 2011 and June 30, 2010.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-audit Services of Independent Auditors

The Board of Directors acts as the audit committee of the Company, and accordingly, all services are approved by the Board of Directors.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES

(a) (1) Financial Statements.

Financial Statements

The Company's financial statements are included in Item 8 of this Annual Report.

(a) (2) Financial Statement Schedules

All schedules are omitted because they are not applicable or have been provided in Item 8 of this Annual Report.

(a) (3) Exhibits

The following exhibits are included as part of this report by reference:


3(i)		Articles of Incorporation (incorporated by reference from Verify Smart Corp.’s Registration Statement on Form 2S-2 filed on August 10, 2006)

3(ii)		By-laws (incorporated by reference from Verify Smart Corp.’s Registration Statement on Form S-1 filed on July 21, 2008)

3(iii)		Certificate of Change (incorporated by reference from our Current Report on Form 8-K filed on March 26, 2009)

3(iv)		Certificate of Amendment (incorporated by reference from our Current Report on Form 8-K filed on March 26, 2009)

10		Material Contracts


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		Amendment Agreement to the Joint Venture Agreement dated May 19, 2009, between our company, Verified Capital Corp. and Verified Transactions Corp. (incorporated by reference from our Current Report on Form 8-K filed on May 22, 2009)

10.3		Consulting Agreement with Duke Enterprises LLC (incorporated by reference from our Current Report on Form 8-K filed on May 29, 2009)

10.4		Consulting Agreement with New Vision Consulting Corporation (incorporated by reference from our Current Report on Form 8-K filed on May 29, 2009)

10.5		Consulting Agreement with Wei ("David") Cheng (incorporated by reference from our Current Report on Form 8-K filed on August 20, 2009)

10.6		Investment Purchase Agreement with Black Diamond Investment Group Corp. (incorporated by reference from our Current Report on Form 8-K filed on September 22, 2009)

10.7		Consulting Agreement with Cohen Independent Research Group (incorporated by reference from our Current Report on Form 8-K filed on September 22, 2009)

10.8		Compensation Agreement with AMG Group Inc.(incorporated by reference from our Current Report on Form 8-K filed on October 2, 2009)

10.9		Company issued 500,000 shares to Black Diamond Investment Group Corp.(incorporated by reference from our Current Report on Form 8-K filed on November 12, 2009)

10.10		A 50/50 revenue sharing Agreement with iPay Commerce Ventures(incorporated by reference from our Current Report on Form 8-K filed on November 16, 2009)

10.11		A 50/50 revenue sharing Agreement with iPay Commerce Ventures(incorporated by reference from our Current Report on Form 8-K filed on November 16, 2009)

10.12		Consulting Agreement with Eileen Duperron, Kim Baker and Intentional and Purposeful Living(incorporated by reference from our Current Report on Form 8-K filed on November 23, 2009)

10.13		Settlement and license agreement with Vinema Company Ltd.(incorporated by reference from our Current Report on Form 8-K filed on December 4, 2009)

10.14		Appointing Tony Cinotti as our sole director.(incorporated by reference from our Current Report on Form 8-K filed on December 31, 2009)

10.15	Agreement with Vinema (incorporated by reference from our Current Report on Form 8-K filed on February 10, 2010)
14.1		Code of Ethics

31.1		Section 302 Certification - Principal Executive Officer and Principal Financial Officer (filed herewith)

32.1		Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

SIGNATURES

Pursuant to the requirements 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.

Date:	December 7, 2012	By:	/s/ Tony Cinotti
		Name:	Tony Cinotti
		Title:	Director, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated, who constitute the entire board of directors:


Date:	December 7, 2012	By:	/s/ Tony Cinotti
		Name:	Tony Cinotti
		Title:	Director, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

Filing Compare · VERIFY SMART CORP.