UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 8-K
___________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): February 13, 2008
VERACITY MANAGEMENT GLOBAL, INC.
(Exact Name of Registrant
as Specified in its Charter)
Commission File No.: 0-52493
| Delaware | 43-1889792 |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
| 2655 LeJeune Road, Suite 311, Coral Gables, FL | 33134 |
| (Address of Principal Executive Offices) | (ZIP Code) |
Registrant's Telephone Number, Including Area Code: (305) 728-1359
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW
On February 14, 2008 Veracity Management Global, Inc. (“VCMG” or “the Company”) announced its revised financial results for the quarter ended September 30, 2007.
The Company will restate its quarterly financial statements from amounts previously reported for the three months ended September 30, 2007. The Company has determined that costs related to a certain stock transaction were previously recorded as non-cash compensation and should have been accounted for as previously granted options being exercised. Notes 3 and 6 have been revised to disclose the options exercised and provide information on subsequent changes.
The effect of the non-cash changes related to accounting for these options exercised on our statement of operations for the three months ended September 30, 2007 was a decrease in our net loss of $547,500. Basic loss attributable to common shareholders per share for the three months ended September 30, 2007 decreased $0.02 per share. The cumulative effect on our balance sheet as of September 30, 2007 was a reduction of additional paid-in capital and accumulated deficit of $547,500.
In all other material respects, the Amended Quarterly Report on Form 10-QSB/A is unchanged from the Quarterly Report on Form 10-QSB previously filed on November 14, 2007. The Amended Quarterly Report on Form 10-QSB/A does not attempt to modify or update any other disclosures set forth in the Form 10-QSB previously filed or discuss any other developments after the respective dates of those filings except to reflect the effects of the restatements described above, certain risk factor disclosure and except as otherwise specifically identified herein. The amendment should also be read in conjunction with our Quarterly Report on Form 10-QSB/A for the quarter ended September 30, 2007.
In all other material respects, the financial statements are unchanged and the following is a summary of the restatement adjustments:
As of September 30, 2007
|
As Reported |
Adjustments |
As Restated |
|||
Assets |
||||||
Current assets: |
||||||
Cash |
$ |
164,281 |
$ |
164,281 |
||
Accounts receivable |
282,270 |
282,270 |
||||
Total current assets |
446,551 |
446,551 |
||||
|
||||||
Property and equipment, net of depreciation of $3,528 and $2,979 |
6,689 |
6,689 |
||||
Goodwill |
150,000 |
150,000 |
||||
Total assets |
$ |
603,240 |
$ |
603,240 |
||
|
||||||
Liabilities and Stockholders' Deficit |
||||||
|
||||||
Current liabilities |
||||||
Accounts payable and accrued expenses |
$ |
64,199 |
$ |
64,199 |
||
Accrued interest |
4,473 |
4,473 |
||||
Line of credit payable |
461,078 |
461,078 |
||||
Total current liabilities |
$ |
529,750 |
$ |
529,750 |
||
|
||||||
Long-term liabilities |
||||||
Loan payable |
11,965 |
11,965 |
||||
Notes payable - Stockholders |
39,798 |
39,798 |
||||
Total long-term liabilities |
51,763 |
51,763 |
||||
|
||||||
Total liabilities |
581,513 |
581,513 |
||||
|
||||||
Stockholders' equity : |
||||||
Preferred stock, $0.001 par value, 5,000,000 shares authorized: |
||||||
none issued and outstanding |
- |
- |
||||
Common stock, $0.001 par value, 3,500,000,000 shares authorized: |
||||||
33,273,210 and 36,805,895 shares issued and outstanding |
||||||
at September 30, 2007 and June 30, 2007, respectively |
33,272 |
33,272 |
||||
Additional paid-in capital |
3,432190 |
(547,500)(a) |
2,884,690 |
|||
Accumulated deficit |
(3,443,735) |
547,500(a) |
(2,896,235) |
|||
Total stockholders' equity |
21,727 |
21,727 |
||||
Total liabilities and stockholders' equity |
$ |
603,240 |
$ |
603,240 |
||
|
As Reported |
Adjustments |
As Restated |
|||
|
||||||
Revenues |
$ |
454,835 |
$ |
402,835 |
||
|
||||||
Cost of services |
402,175 |
402,175 |
||||
Gross profit |
52,660 |
52,660 |
||||
|
||||||
Expenses |
||||||
Administrative expenses |
123,824 |
123,824 |
||||
General expenses |
743,026 |
(547,500)(a) |
195,526 |
|||
Selling expenses |
122,801 |
122,801 |
||||
| Depreciation and amortization | 549 |
549 |
||||
Total expenses |
990,200 |
442,700 |
||||
|
||||||
Other income |
39,632 |
39,632 |
||||
Total other income |
39,632 |
39,632 |
||||
|
||||||
Other expenses |
||||||
Interest expense |
10,792 |
10,792 |
||||
Total other expenses |
10,792 |
10,792 |
||||
|
||||||
Net loss |
$ |
(908,700) |
$ |
(361,200) |
||
|
||||||
Basic and diluted net loss per share |
$ |
(0.03) |
0.02(a) |
$ |
(0.01) |
|
|
||||||
Weighted average shares |
34,995,500 |
34,995,500 |
(a) To record reclassification associated with the stock options exercised.
ITEM 8.01 OTHER EVENTS
On February 14, 2008, Veracity issued a press release announcing that its financial reports for the period ended September 30, 2007 will be restated. The press release is attached to this Form 8-K as Exhibit 99.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(b) The following documents are filed as exhibits to this current report on Form 8-K or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.
| Exhibit Number | Description |
| 99.1 | Press Release of Veracity Management Global Inc. dated February 14, 2008, filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
| Veracity Management Global, Inc. |
| By: N. Richard Grassano, CFO |
| /s/ N. Richard Grassano |
| Date: February 15, 2008 |