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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM l0-Q

 

(Mark One)

 

☒  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934

 

for the quarterly period ended September 30, 2015

 

OR

 

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

 

for the transition period from ________________ to ___________________.

 

Commission File Number. 0-15113

 

VERITEC, INC.

(Exact name of Registrant as Specified in its Charter)

 

Nevada 95-3954373

(State or Other Jurisdiction of

Incorporation or Organization)

(IRS Employer

Identification No.)

   
2445 Winnetka Avenue N. Golden Valley, MN 55427
(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code: (763) 253-2670

 

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  ☒  No  ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Yes  ☒  No  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule l2b-2 of the Exchange Act. (Check one):

         
  Large Accelerated filer  ☐   Non-accelerated filer  ☐  
         
  Accelerated filer  ☐   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  ☐  No  ☒

 

As of September 30, 2015, there were 38,723,007 shares of the issuer’s common stock outstanding.

 1 
 

 

 

VERITEC, INC.

FORM 10-Q

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2015

 

TABLE OF CONTENTS

 

  Page No.
PART I 4
ITEM 1. FINANCIAL STATEMENTS 4
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 16
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  19
ITEM 4. CONTROLS AND PROCEDURES 19
PART II 20
ITEM 1. LEGAL PROCEEDINGS 20
ITEM 1A. RISK FACTORS 20
ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS 20
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 20
ITEM 4. MINE SAFETY DISCLOSURES 20
ITEM 5. OTHER INFORMATION 20
ITEM 6. EXHIBITS. 20
SIGNATURES 21

   

 2 
 

 

Special Note Regarding Forward-Looking Statements

 

This Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 2 of Part I of this report include forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our 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 forward-looking statements.

 

In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "proposed," "intended," or "continue" or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other "forward-looking" information. There may be events in the future that we are not able to accurately predict or control. Before you invest in our securities, you should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline and you could lose all or part of your investment. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.

 

 

 3 
 

PART I

ITEM 1 FINANCIAL STATEMENTS

 

VERITEC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

 

   September 30,  June 30,
   2015  2015
  (Unaudited)   
ASSETS      
           
Current Assets:          
Cash  $45,012   $52,762 
Accounts receivable   29,357    38,749 
Inventories   11,544    14,461 
Prepaid expenses   10,738    18,234 
Total Current Assets   96,650    124,206 
Restricted cash   64,484    63,029 
Property and Equipment, net   480    583 
Intangibles, net   128,333    144,375 
Total Assets  $289,948   $332,193 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY          
           
Current Liabilities:          
Notes payable – in default  $528,181   $521,610 
Notes payable, related party – in default   749,090    3,041,097 
Accounts payable   650,065    630,490 
Accounts payable, related party   96,110    96,110 
Customer deposits   25,482    25,482 
Deferred revenues   448,652    492,603 
Payroll tax liabilities   409,377    453,277 
Accrued expenses   75,374    22,957 
Total Current Liabilities   2,982,329    5,283,626 
Contingent earnout liability   155,000    155,000 
Total Liabilities   3,137,329    5,438,626 
           
Commitments and Contingencies          
           
Stockholders' Deficiency:          
Convertible preferred stock, par value $1.00; authorized 10,000,000 shares, 276,000 shares of Series H authorized, 1,000 shares issued and    outstanding as of September 30, 2015 and June 30, 2015, respectively   1,000    1,000 
Common stock, par value $.01; authorized 50,000,000 shares, 38,723,007 and 16,530,088 shares issued and outstanding as of September 30, 2015 and June 30, 2015, respectively   387,230    165,301 
Common stock to be issued, 955,000 shares and 940,000 shares, respectively   53,200    51,800 
Additional paid-in capital   17,789,594    14,959,006 
Accumulated deficit   (21,078,405)   (20,283,540)
Total Stockholders' Deficiency   (2,847,381)   (5,106,433)
Total Liabilities and Stockholders’ Deficiency  $289,948   $332,193 

 

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

 4 
 

 

VERITEC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014
(UNAUDITED)

 

   Three Months Ended September 30,
   2015  2014
   (Unaudited)  (Unaudited)
Revenue:          
Mobile banking technology revenue  $67,263   $69,237 
Barcode technology revenue   133,714    85,689 
Total revenue   200,976    154,926 
Cost of Sales   86,636    69,180 
Gross Profit   114,340    85,746 
Operating Expenses:          
General and administrative   214,544    122,633 
Sales and marketing   14,075    29,196 
Research and development   15,858    31,481 
Total operating expenses   247,204    183,310 
Loss from Operations   (132,864)   (97,564)
Other Expense:          
Interest expense and finance cost, including $655,265 and $137,316, respectively, to related parties   (662,000)   (144,440)
Total other expense   (662,000)   (144,440)
Net Loss  $(794,864)  $(242,004)
Net Loss Per Common Share - Basic and diluted  $(0.05)  $(0.02)
Weighted Average Number of Shares Outstanding Basic and diluted   16,776,676    15,995,912 

 

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

 5 
 

 

VERITEC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2015

(UNAUDITED)

 

    Preferred Stock    Common Stock                
    Shares    Amount    Shares    Amount    Common Stock to be Issued    Additional Paid-in Capital    Accumulated Deficit    Stockholders’ Deficiency 
BALANCE, July 1, 2015   1,000   $1,000    16,530,088   $165,301   $51,800   $14,959,006   $(20,283,541)  $(5,106,433)
                                         
Shares issued on conversion of notes payable   —      —      22,192,919    221,929    —      1,553,505    —      1,775,434 
Shares to be issued for services   —      —      —      —      1,400    —      —      1,400 
Beneficial conversion feature on issuance of convertible notes payable   —      —      —      —      —      18,313    —      18,313 
Fair value of shares issued as inducement for conversion of notes payable   —      —      —      —      —      452,770    —     452,770 
Modification cost of conversion feature of note payable   —      —      —      —      —      136,000    —      136,000 
Gain on sale of assets to related party treated as a capital contribution   —      —      —      —      —      670,000    —      670,000 
Net Loss   —      —      —      —      —      —      (794,864)   (794,864)
                                         
BALANCE, September 30, 2015 (Unaudited)   1,000   $1,000    38,723,007   $387,230   $53,200   $17,789,594   $(21,078,405)  $(2,847,381)

 

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

 6 
 

 

VERITEC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

 

   Three Months Ended
September 30,
   2016  2015
   (Unaudited)  (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES          
Net Loss  $(794,864)  $(242,004)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:          
Depreciation   103    103 
Amortization   16,042    —   
Shares issued for services   1,400    8,250 
Beneficial conversion feature on issuance of convertible notes payable   18,313    98,875 
Fair value of shares issued as inducement for conversion of notes payable   452,770    —   
Modification cost of conversion feature of note payable   136,000    —   
Interest accrued on notes payable   53,997    45,565 
Changes in operating assets and liabilities:          
Accounts receivable   9,392    (22,684)
Restricted cash   (1,455)   (2,649)
Inventories   2,917    4,074 
Prepaid expenses   7,496    7,404 
Deferred revenues   (43,951)   212,388 
  Payroll tax liabilities   (43,900)   (13,841)
  Customer deposit   —      (5,517)
  Accounts payables and accrued expenses   71,991    (82,332)
Net cash (used in) provided by operating activities   (113,750)   7,632 
CASH FLOWS FROM FINANCING ACTIVITIES          
Proceeds from notes payable, related party   108,500    126,500 
Payment on notes payable, related party   (2,500)   (140,000)
Net cash provided by (used in) financing activities   106,000    (13,500)
NET DECREASE IN CASH   (7,750)   (5,868)
CASH AT BEGINNING OF YEAR   52,762    24,665 
CASH AT END OF YEAR  $45,012   $18,797 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid for interest  $—     $—   
NON CASH INVESTING AND FINANCING ACTIVITIES          
Related party capital contribution on sale of assets offset to related party notes payable balance  $670,000   $—   
Conversion of notes payable into common stock  $1,775,434   $—   
Common stock issued for acquisition  $—     $37,500 
Contingent earnout liability from acquisition  $—     $155,000 

 

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

 7 
 

 

VERITEC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014
(UNAUDITED)

 

NOTE 1. NATURE OF BUSINESS

 

References to the “Company” in this Form 10-Q refer to Veritec, Inc. (“Veritec”) and its wholly owned subsidiaries Vcode Holdings, Inc. (Vcode®), and Veritec Financial Systems, Inc. (VTFS).

 

The Company is primarily engaged in the development, marketing, sales and licensing of products and rendering of professional services related to mobile banking technology as defined below. On September 30, 2015, the Company sold its barcode technology assets to a related party (See Note 7) and ceased any future sales and support efforts for this product line. Subsequent to September 30, 2015, the Company is currently focusing exclusively on its mobile banking technology business.

 

Mobile Banking Solutions

 

In January 12, 2009, Veritec formed VTFS, a Delaware corporation, to bring its Mobile Banking Technology, products and related professional services to market. In May 2009 Veritec was registered by Security First Bank in Visa’s Third Party Registration Program as a Cardholder Independent Sales Organization (ISO) and Third-Party Servicer. As a Cardholder Independent Sales Organization, Veritec was able to promote and sell Visa branded card programs. As a Third-Party Servicer, Veritec provided back-end cardholder transaction processing services for Visa branded card programs on behalf of Security First Bank. As of October 2010 the Company’s registration with Security First Bank terminated. As of April 2011 the Company signed an ISO and processor agreement with Palm Desert National Bank (which was later assigned to First California Bank) to market and process the Company’s Visa branded card program on behalf of the bank. First California Bank was sold to Pacific Western Bank and in June 2013 Pacific Western Bank closed its entire debit card division and transferred its contract with VTFS to Central Bank of Kansas City. On February 5th, 2014 the entire relationship between Veritec and Pacific Western Bank ended and the new relationship with Central Bank of Kansas City began.

 

On September 30, 2014, Veritec and Tangible Payments LLC, a Maryland limited liability company, entered into an asset purchase agreement pursuant to which Veritec acquired certain assets and liabilities of the Tangible Payments LLC (See Note 6).

 

Barcode Technology (Sold September 30, 2015)

 

The Company’s Barcode Technology was originally invented by the founders of Veritec under United States patents 4,924,078, 5,331,176, 5,612,524 and 7,159,780 and included products that contained our VeriCode ® Barcode Technology for identification and tracking of manufactured parts, components and products mostly in the liquid crystal display markets. On September 30, 2015, the Company sold all of its assets of its Barcode Technology, which was comprised solely of its intellectual property, to The Matthews Group, a related party (see Note 7). The sale allows the Company to focus its efforts solely on its growing Mobile Banking Technology.

 

The Company has a portfolio of five United States and eight foreign patents. In addition, we have seven U.S. and twenty-eight foreign pending patent applications.

 

NOTE 2. BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States of America generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required for complete financial statements.

 

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending June 30, 2016. The Condensed Consolidated Balance Sheet as of September 30, 2015 was derived from the unaudited consolidated financial statements as of such date, but does not include all of the information and footnotes required by GAAP. For further information, refer to the Consolidated Financial Statements and footnotes thereto included in our Form 10-K as of and for the year ended June 30, 2015.

 8 
 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts, analysis of impairments of long lived assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services.

 

The accompanying condensed consolidated financial statements include the accounts of Veritec, VCode, and VTFS. All inter-company transactions and balances were eliminated in consolidation.

NOTE 3. GOING CONCERN

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the three months ended September 30, 2015, the Company incurred a net loss of $794,864. At September 30, 2015, the Company had a working capital deficit of $2,885,679 and a stockholders’ deficiency of $2,847,382. In addition, as of September 30, 2015, the Company is delinquent in payment of $1,277,270 of its notes payable and is also delinquent in payment of $409,377 in payroll taxes and accrued interest and penalties.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital and to achieve profitable operations. The Company’s independent registered public accounting firm, in their report on the Company’s financial statements for the year ending June 30, 2015, expressed substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements do not include any adjustments that might result from the outcome of these uncertainties.

The Company believes its cash and forecasted cash flow from operations will not be sufficient to continue operations through fiscal 2016 without continued external investment. The Company will require additional funds to continue its operations through fiscal 2016 and to continue to develop its existing projects and plans to raise such funds by finding additional investors to purchase the Company’s securities, generating sufficient sales revenue, implementing dramatic cost reductions or any combination thereof. There is no assurance that the Company can be successful in raising such funds, generating the necessary sales or reducing major costs. Further, if the Company is successful in raising such funds from sales of equity securities, the terms of these sales may cause significant dilution to existing holders of common stock.

 

NOTE 4. SIGNIFICANT ACCOUNTING POLICIES

 

Net Loss per Common Share:

 

Basic earnings (loss) per share are computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of shares of Common Stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation as their effect is antidilutive.

 

For the three months ended September 30, 2015 and 2014, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an anti-dilutive effect.

 

 9 
 

As of September 30, 2015 and 2014, we excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from our calculation of earnings per share, as their effect would have been anti-dilutive.

 

   September 30,
   2015  2014
       
Series H preferred stock  $10,000   $10,000 
Convertible notes payable   5,452,696    15,392,058 
Options   2,510,000    3,056,500 
Total   7,972,696    18,458,558 

 

Revenues

 

During the three months ended September 30, 2015 and 2014, the Company had one customer that accounted for approximately 12% of sales in 2015 and two customers that accounted for approximately 24% and 19% of sales in 2014, respectively. No other customers accounted for more than 10% of sales in either period.

 

Foreign Revenues

 

Foreign revenues accounted for 65% (20% Taiwan, 18% China, 10% Korea, and 17% others) of the Company’s total revenues in fiscal 2015 and 45% (9% Korea, 19% Taiwan, and 17% others) in fiscal 2014.

 

Accounts Receivable

 

As of September 30, 2015, the Company had approximately $7,750 (26%), $5,000 (17%), $4,500 (15%) and $3,867 (13%) of accounts receivable due from its major customers. As of June 30, 2015, the Company had approximately $6,025 (16%), $5,650 (15%), and $4,575 (12%) of accounts receivable due from its major customers

 

Recent Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s financial statements and disclosures.

 

In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Compensation – Stock Compensation (Topic 718). The pronouncement was issued to clarify the accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The pronouncement is effective for reporting periods beginning after December 15, 2015. The adoption of ASU 2014-12 is not expected to have a significant impact on the Company’s consolidated financial position or results of operations.

 

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. 

 

 10 
 

NOTE 5. RESTRICTED CASH

 

The Company entered into Store Value Prepaid Card Sponsorship Agreements (the “Agreement”) with certain banks whereas the Company markets and sells store value prepaid card programs (the “Programs”). The Programs are marketed and managed daily at the direction of the Bank, for which the Company receives a transaction fee. In connection with the agreements the Company is required to establish a Reserve Account controlled by the Bank. At September 30, 2015 and June 30, 2015, the restricted cash totaled $64,484 and $63,029, respectively. Since this amount is restricted for the purposes related to the Programs, it is classified as restricted cash on the consolidated balance sheets.

 

NOTE 6. ACQUISITION

 

On September 30, 2014, the Company and Tangible Payments LLC, a Maryland Limited Liability Company, entered into an Asset Purchase Agreement pursuant to which the Company acquired certain assets and liabilities of Tangible Payments LLC. Tangible Payments LLC is a combined-solution software package that incorporates features the market is currently purchasing as an individual-solutions product that requires integrated services at an additional cost. With a one-stop package, Tangible’s Payments LLC solution eliminates costs and reduces deployment time.

 

The purchase price for the acquisition was comprised of 250,000 shares of restricted common stock of Veritec valued at $37,500, issued on closing, and an earnout payment of $155,000 for an aggregate purchase price of $192,500. The earnout payment is payable on a monthly basis from the net profits derived from the acquired assets commencing three months after the closing. The earnout payment is accelerated and the balance of the earnout payment shall be due in full at such time as Veritec receives equity investments aggregating $1.3 million.

 

The Company assigned $192,500 of the purchase price to contract commitments which will be amortized over a three year period. During the three months ended September 30, 2015 and 2014, the Company recorded amortization expense of $16,042 and $0, respectively.

 

The following table presents our unaudited pro forma combined historical results of operations for the three months ended September 30, 2014 as if we had consummated the acquisition as of July 1, 2014.

    
  

September 30,

2014

   (Unaudited)
Revenues  $217,051 
Net loss  $(254,304)


 

 11 
 

NOTE 7. NOTES PAYABLE

 

Notes payable includes accrued interest and consists of the following as of September 30, 2015 and June 30, 2015:

       
  

September 30,

2015

 

June 30,

2015

Convertible Notes Payable          
           
Convertible notes payable (includes $139,921 and $138,120, respectively, to non-related parties), unsecured, interest at 8%, due September 2010 through November 2010. The principal and accrued interest is convertible at a conversion price of $0.30. The principal and interest is due immediately on the event of default or change of control. The notes are currently in default.  On September 30, 2015, $70,699 of notes were converted at $0.08 per share into 887,738 shares of common stock (see (1) below), $100,000 of notes were settled from the sale of assets (see (2) below), and $2,500 of principal was paid.  $595,616   $759,763 
           
Convertible notes payable to related parties, unsecured, principal and interest are convertible into common stock at $0.30 to $0.33 per share, interest at 8% to 10%, and due on demand to November 2010. The notes are currently in default. On September 30, 2015, $1,032,991 of notes were converted at $0.08 per share into 12,912,388 shares of common stock (see (1) below) and $425,699 of notes were settled from the sale of assets (see (2) below). During the three months ended September 30, 2015, $108,500 of convertible notes were issued that are convertible in shares of common stock at a price of $0.08 per share. The market price on the date the convertible notes were issued was in excess of the conversion price and the difference was recognized as a beneficial conversion feature of $18,313 and is recorded as interest expense and finance costs and additional paid in capital.
   90,394    1,414,260 
           
Convertible note payable to related party, unsecured, principal and interest are convertible into common stock at $0.08, interest at 10% and due on demand. On September 30, 2015, this note was issued to replace an outstanding note (see 3 below).   200,000    —   
           
Convertible note payable to related party, secured by the Company’s intellectual property, principal and interest are convertible into common stock at $0.25 per share subject to board of directors’ approval, interest at 8%. The note was due November 2010 and was in default.  On September 30, 2015, the note totaled $294,871 and $94,871 was settled from the sale of assets (see (1) below) and $200,000 was replaced by another note (see 3 below).   —      290,871 
           
Notes payable, secured by the Company's certificate of deposit with a financial institution and classified on the balance sheet as restricted cash, interest at 5%, convertible into common stock at $0.08 per share, due on demand.  The notes are now in default.   34,053    33,688 
           
Convertible note payable, unsecured, principal and interest are convertible into common stock at $0.30 to $0.40 per share subject to board of directors’ approval, interest at 5% to 8%, due January 2011 to March 2013.  The note is in default.   14,586    14,385 
Subtotal convertible notes   934,649    2,512,967 
Promissory Notes          
 Note payable to related party, secured by the Company’s intellectual property, interest at 8% due August 2010 and was in default. On September 30, 2015, the note totaled $571,743 and was converted at a price of $0.08 per share into 7,146,794 shares of common stock (see (1) below).   —      564,058 
           
Notes payable to related parties, unsecured, interest at 0% to 8%, due on demand.  On September 30, 2015, $100,000 of notes were converted at $0.08 per share into 1,250,000 shares of common stock (see (1) below) and $49,430 of notes were settled from the sale of assets (see (2) below).   3,000    150,430 
           
Note payable, unsecured, interest at 10%. The note was due in January 2010 and is in default.   32,283    31,783 
           
Note payable, secured by the Company's intellectual property, interest at variable rates starting September 1, 2012, due December 2012 and is  in default.   307,338    303,469 
Subtotal notes payable   342,621    1,049,740 
           
Total  $1,227,270   $3,562,707 

 

During the three months ended September 30, 2015 and 2014, the Company recorded interest on its convertible notes payable and promissory notes of $53,997 and $45,565, respectively.

 

(1) On September 30, 2015, the Company agreed to convert $1,775,433 of various notes payable to The Matthews Group into 22,122,919 shares of common stock, or $0.08 per share. The Matthews Group is owned 50% by Ms. Van Tran, the Company’s CEO/Executive Chair and a director, and 50% by Larry Johanns, a significant stockholder of the Company (see Note 10). The transaction included $670,038 of notes payable that were converted at less than their stated conversion prices which ranged from $0.10 per share to $0.33 per share. The Company determined this was an induced conversion and calculated an inducement expense of $452,770, which represents the fair value of the additional number of common shares issued as a result of the lower conversion price. The Company recorded the $452,770 in interest expense and finance costs and additional paid in capital. No similar expense occurred during the same period of the prior year.

 

(2) On September 30 2015, the Company sold its Barcode Technology assets to The Matthews Group for $670,000 in settlement of various notes payables due to The Matthews Group. The cost basis of the Barcode Technology assets were zero, resulting in a gain of $670,000. As the transaction was between the Company and The Matthews Group, a related party, the Company accounted for the gain as a capital contribution.

 

(3) On September 28, 2015, the Company agreed to replace a convertible note payable for $200,000 due The Matthews Group that was in default (the original note) with another convertible note payable for $200,000 due to the Matthews Group (the replacement note). The original note was for $200,000, secured, 8% interest rate, and convertible into common stock at a rate of $0.25 per share. The replacement note is for $200,000, unsecured, 10% interest rate, and convertible into common stock at a rate of $0.08 per share. The Company determined that the change in the fair value of the conversion option was more than 10% of the carrying value of the original note and recorded a loss on extinguishment of $136,000. The $136,000 is included in interest expense and finance costs and additional paid in capital. No similar expense occurred during the same period of the prior year.

 

 12 
 

For the purposes of Balance Sheet presentation notes payable have been presented as follows:

    
    

September 30,

2015

    

June 30,

2015

 
           
Notes payable  $528,181   $521,610 
Notes payable, related party   749,090    3,041,097 
Total  $1,277,270   $5,562,707 

 

 

NOTE 8 - STOCKHOLDERS’ DEFICIENCY

Common Stock to be issued

 

Shares to be issued to consultants for services rendered

 

On July 15, 2014, the Company entered into a "Consulting Agreement" with a consultant to be a general advisor on technical issues to both the Company’s President and its subsidiary, Veritec Financial Systems, Inc. Per the payment terms of the Consulting Agreement, the consultant is to receive both monthly cash compensation and 5,000 shares of common stock. As of June 30, 2015, 50,000 shares of common stock with a value of $7,400 have not been issued and have been reflected as common shares to be issued in the accompanying consolidated balance sheet. During the three months ended September 30, 2015, the Company recorded an obligation to issue an additional 15,000 shares of common stock with an aggregate fair value of $1,400. As of September 30, 2015, the 65,000 shares of common stock with a value of $8,900 have not been issued and have been reflected as common shares to be issued in the accompanying consolidated balance sheet.

 

On June 23, 2014, the Company entered into an "Advisory Agreement" with a consultant to be an executive advisor to the Company’s President. Per the payment terms of the Advisory Agreement, the consultant is to receive both monthly cash compensation and 5,000 shares of common stock. The Advisory Agreement was terminated in January 2015. As of September 30, 2015 and June 30, 2015, the remaining 15,000 shares of common stock with a value of $1,900 have not been issued and have been reflected as common shares to be issued in the accompanying consolidated balance sheet. The Common shares were issued in December 2015.

 

On June 7, 2013, the Company entered into a "Business Development Agreement" with a consultant to assist the Company in establishing business relationships in the United States and to assist in seeking financing for the Company. Upon signing of the agreement the Company granted the consultant 50,000 shares of common stock with a fair value at the date of grant of $7,000 as an initial non-refundable engagement fee and recognized such amount as consulting fee during the fiscal year June 30, 2013. In December 2013 and in March 2014, the Company authorized an additional 50,000 shares of common stock issuable under the agreement, and recorded the aggregate fair value as of their grant dates of $3,869 as consulting fees during the fiscal year ended June 30, 2014. The consultant subsequently agreed to receive 50,000 shares as full settlement of the Company’s obligation under the agreement. The 50,000 shares due with a value of $7,000 have not been issued as of September 30, 2015 and June 30, 2015 and have been reflected as common shares to be issued in the accompanying consolidated balance sheet. The common shares were issued in December 2015.

 

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NOTE 9 – STOCK OPTIONS

 

Stock Options

 

A summary of stock options for the three months ended September 30, 2015 is as follows:

 

   Number of Shares 

Weighted-Average

Exercise Price

 Outstanding at June 30, 2015    2,520,000   $0.42 
  Granted    —     $0.00 
  Forfeited    (10,000)  $0.42 
 Outstanding at September 30, 2015    2,510,000   $0.42 
 Exercisable at September 30, 2015    2,510,000   $0.42 

 

 

The Company has agreements with certain employees that provide for five years of annual grants of options, on each employment anniversary date, to purchase shares of the Company’s common stock. The option price is determined based on the market price on the date of grant, the options vest one year from the date of grant, and the options expire five years after vesting. The Company granted 2,500,000 options under this arrangement during fiscal year 2013. There were no options granted during the three months ended September 30, 2015 under this agreement. The Company recognized no stock-based compensation expense related to stock options during the three months ended September 30, 2015 and 2014, respectively. As of September 30, 2015, there was no remaining unrecognized compensation costs related to stock options. Based upon the trading value of the common shares, there was no intrinsic value of these options as of September 30, 2015.

 

The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model that uses the weighted-average assumptions noted in the following table. The risk-free rate for periods within the contractual life of the options is based on the U. S. Treasury yield in effect at the time of the grant. Volatility was based on the historical volatility of the Company’s common stock. The Company estimated the expected life of options based on historical experience and other averaging methods.

 

Additional information regarding options outstanding as of September 30, 2015 is as follows:

 

Options Outstanding at
September 30, 2015
  Options Exercisable at
September 30, 2015
Range of Exercise  Number of Shares Outstanding  Weighted Average Remaining Contractual Life (Years)  Weighted Average Exercise Price  Number of Shares Exercisable  Weighted Average Exercise Price
                
    $0.13 - $1.45    2,510,000    4.49   $0.42    2,510,000   $0.42 
      2,510,000              2,510,000      

 

The weighted-average remaining contractual life of stock options outstanding and exercisable at September 30, 2015 is 4.49 years.

 

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NOTE 10. RELATED PARTY TRANSACTIONS

 

The Company has relied on The Matthews Group, LLC, owned 50% by Ms. Van Tran, the Company’s CEO/Executive Chair and a director, and 50% by Larry Johanns, a significant stockholder of the Company, for funding (see Note 7). The Company also leases its office facilities from Ms. Van Tran. For the three months ended September 30, 2015 and 2014, rental payments to Ms. Van Tran totaled $12,750 and $12,750, respectively.

 

During the year ended June 30, 2015, the Company received various unsecured, non-interest bearing, due on demand advances from its CEO Ms. Van Tran, a related party. No additional advances were received from Ms. Tran during the three months ended September 30, 2015. The balances due Ms. Tran as of September 30, 2015 and June 30, 2015 were $96,110 and $96,110, respectively. These advances have been classified as accounts payable, related party on the accompanying consolidated balance sheets.

 

NOTE 11. SUBSEQUENT EVENTS

 

Effective October 1, 2015, the Company entered into a management agreement with The Matthews Group to manage the barcode technology assets sold to The Matthews Group. The term of the management agreement is from October 1, 2015 to May 30, 2016 and the Company will earn a management fee equal to 20% of the revenue collected for the barcode technology during the period and will be reimbursed for all engineering time and costs incurred..

 

On January 17, 2016, Veritec Inc. (the “Company”) entered into an agreement with Vietnam Alliance Capital (“VAC”), which is domiciled in Vietnam, to form a joint venture (“JV’) to operate a debit card business in Vietnam. The JV will be named Veritec Asia. The Company will be a 30% member in the JV and VAC will be a 70% member in the JV. Pursuant to the agreement, the Company will grant a license of certain products to the JV, and provide certain technologies and technological support to the JV. VAC will manage, control, and conduct its day-to-day business and development activities. In addition VAC has agreed to raise all funds to capitalize the JV.

 

 

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

 

Results of Operations – Three Months Ended September 30, 2015 compared to September 30, 2014

 

We had a net loss of $794,864 and $242,004 for the three months ended September 30, 2015 and 2014, respectively.

 

Revenues

 

Details of revenues are as follows:

 

   Three Months Ended September 30,  Increase (Decrease)
   2015  2014  $  %
             
Mobile Banking Technology  $67,263   $69,237   $(1,974)   (2.9)
Barcode Technology   133,714    85,689    48,025    56.0 
                     
Total Revenues  $200,976   $154,926   $49,999    32.3 

 

Mobile Banking Technology

Mobile Banking Technology revenues include products such as the Company’s Blinx On-Off™ prepaid toggle Card and its Open Loop/Close Loop System and Bio ID Card Platform. Mobile Banking Technology uses web-based mobile technology to offer financial cardholders the very best technology in conducting secure financial transactions in real time, protecting personal identity, and financial account security. Mobile Banking Technology revenues for the three months ended September 30, 2015 of $67,263 was comparable with the same period of the prior year.

 

Barcode Technology

 

Barcode Technology revenues are derived from our Product Identification systems sold principally to customers in the LCD manufacturing industry. Identification Card revenues in these periods were a result of sales of identification card and mobile banking systems.

 

The decrease in Barcode Technology revenues was mainly attributable to the decreased demand for LCD screens. Revenues from the LCD market remain unpredictable as they are generated when customers open new production facilities or update production equipment; however, for now the Company continues to experience relatively low demand for product identification product licenses in the LCD industry. A large portion of our license sales are concentrated in the Asia-Pacific market, which decreased in Taiwan, Japan, Germany, and increased in Korea and China.

 

On September 30, 2015, the Company and The Matthews Group, a related party, entered into an Asset Purchase Agreement pursuant to which the Company sold the intellectual property assets relating to its Barcode Technology. The sale allows the Company to focus its efforts solely on growing its Mobile Banking Technology business.

 

Cost of Sales

 

Cost of sales for the three months ended September 30, 2015 and 2014, totaled $86,636 and $69,180, respectively. The decrease in expense was the result of decreased labor costs associated with projects implemented during the period as compared to the same period of the prior year. For the three months ended September 30, 2015 and 2014, cost of sales as a percentage of revenue were 43.1% and 44.7%, respectively.

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Operating Expenses

 

General and administrative expense for the three months ended September 30, 2015 and 2014 was $214,544 and $122,632, respectively. The increase was the result of $31,799 in operating expenses incurred after acquiring Tangible Payments, LLC (see Note 5 of the attached Consolidated Financial Statements). The remaining increase in expenses of $90,833 was primarily from increased outside contractors and professional fees.

 

Sales and marketing expense for the three months ended September 30, 2015 and 2014 was $14,075 and $29,196, respectively. The decrease of $15,121 was the result of changes in the timing of expenses associated with sales and marketing efforts as compared to the same period of the prior year.

 

Research and development expense for the three months ended September 30, 2015 and 2014 was $18,585 and $31,481, respectively. The decrease of $12,897 in expense was the result of the Company’s completion of certain research and development projects as compared to the same period of the prior year.

 

Other Expenses, net

 

Other expense for the three months ended September 30, 2015 and 2014, which includes primarily interest expense, was $662,000 and $144,440, respectively. The increase was primarily a result of $607,083 and $98,875 of non-cash expense relating to the beneficial conversion feature of convertible notes payables during the three months ended September 30, 2015 and 2014, respectively.

 

Liquidity

 

Our cash and cash equivalents balance at September 30, 2015 decreased to $45,012 as compared to $52,762 at June 30, 2015. The decrease was the result of $113,750 in cash used in operating activities offset by $106,000 in cash provided by financing activities. Net cash used in operations during the three months ended September 30, 2015 was $113,750 compared with $7,632 of cash provided by operations during the same period of the prior year. Cash used in operations during the three months ended September 30, 2015 was primarily due to our net loss in the period of $794,864 offset by non-cash expenses of $679,000. Net cash provided by financing activities of $106,000 during the three months ended September 30, 2015 was primarily due to proceeds received from notes payable of $108,500 offset by payments of $2,500 on notes payable. During the same period of the prior year, net cash used in financing activities of $13,500 was from proceeds received from notes payable of $126,500 offset by payments of $140,000 on notes payable.

 

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. During the three months ended September 30, 2015, the Company had a net loss of $794,864. At September 30, 2015, the Company had a working capital deficit of $2,885,679 and a stockholders’ deficiency of $2,847,382. The Company is delinquent or in default on $1,277,270 of its notes payable and is delinquent in payment of certain amounts due of $409,377 for payroll taxes and accrued interest and penalties as of September 30, 2015.

 

These factors, among others, raise substantial doubt about our ability to continue as a going concern. As a result, our independent registered public accounting firm, in its report on our June 30, 2015 financial statements, has raised substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

 

The Company believes its cash and forecasted cash flow from operations will not be sufficient to continue operations through fiscal 2016 without continued external investment. The Company believes it will require additional funds to continue its operations through fiscal 2016 and to continue to develop its existing projects and plans to raise such funds by finding additional investors to purchase the Company’s securities, generating sufficient sales revenue, implementing dramatic cost reductions or any combination thereof. There is no assurance that the Company can be successful in raising such funds, generating the necessary sales or reducing major costs. Further, if the Company is successful in raising such funds from sales of equity securities, the terms of these sales may cause significant dilution to existing holders of common stock.

 

 17 
 

The Company has traditionally been dependent on The Matthews Group, LLC, a related party, for its financial support. The Matthews Group is owned 50% by Van Tran, the Company’s CEO/Executive Chair and a director, and 50% by Lawrence J. Johanns, a significant Company stockholder.

 

Recent Accounting Pronouncements

 

See Footnote 4 of our condensed consolidated financial statements for a discussion of recently issued accounting standards.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements.

 

Critical Accounting Policies

 

Stock-Based Compensation:

 

The Company periodically issues stock options and warrants to employees and non-employees in capital raising transactions, for services and for financing costs.  Stock-based compensation for employees is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service period.  Options vest and expire according to terms established at the grant date. The value of the stock compensation to non-employees is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached or (b) at the date at which the necessary performance to earn the equity instruments is complete.

 

We estimate volatility and forfeitures based upon historical data. As permitted by the authoritative guidance issued by the FASB, we use the “simplified” method to determine the expected life of an option due to the Company’s lack of sufficient historical exercise data to provide a reasonable basis, which is a result of the relative high turnover rates experienced in the past for positions granted options. All of these variables have an effect on the estimated fair value of our share-based awards.

 

Revenue Recognition:

 

The Company accounts for revenue recognition in accordance with SEC Staff Accounting Bulletin (SAB) No. 101 "Revenue Recognition in Financial Statements" and related amendments. Revenues for the Company are classified into four separate products; license revenue (Veritec’s Multi-Dimensional matrix symbology), hardware revenue, identification card revenue, and debit card revenue.  Revenues from licenses, hardware, and identification cards are recognized when the product is shipped and collection is reasonably assured. The process typically begins for license and hardware revenue with a customer purchase order detailing its hardware specifications so the Company can import its software into the customer's hardware. Once importation is completed, if the customer only wishes to purchase a license, the Company typically transmits the software to the customer via the Internet.  Revenue is recognized at that point. If the customer requests both license and hardware products, once the software is imported into the hardware and the process is complete, the product is shipped and revenue is recognized at time of shipment.  Once the software and/or hardware are either shipped or transmitted, the customers do not have a right of refusal or return.  Under some conditions, the customers remit payment prior to the Company having completed importation of the software.  In these instances, the Company delays revenue recognition and reflects the prepayments as customer deposits.

 

The process for identification cards begins when a customer requests, via the Internet, an identification card.  The card is reviewed for design and placement of the data, printed and packaged for shipment.  At the time the identification cards are shipped and collection is reasonably assured, revenue is recognized.

 

The Company, as a processor and a distributor, recognizes revenue from transaction fees charged cardholders for the use of its issued mobile debit cards. The fees are recognized on a monthly basis after all cardholder transactions have been summarized and reconciled with third party processors.

 

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ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

A smaller reporting company is not required to provide the information required by this Item 3.

 

ITEM 4 CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures.

 

Our management, with the participation of our chief executive officer and our chief financial officer, carried out an evaluation of the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 (the “Exchange Act”) Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the “Evaluation Date”).  Based upon that evaluation, our chief executive officer and our chief financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.  As of September 30, 2015, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses in our internal control over financial reporting described in our Form 10-K at June 30, 2015.

 

Changes in Internal Control over Financial Reporting.

 

In our Form 10-K at June 30, 2015, we identified certain matters that constitute material weaknesses (as defined under the Public Company Accounting Oversight Board Auditing Standard No. 2) in our internal control over financial reporting as discussed on Management’s Report on Internal Control Over Financial Reporting.  We are undergoing ongoing evaluation and improvements in our internal control over financial reporting.  Regarding our identified weaknesses, we have performed the following remediation efforts:

 

We have assigned our audit committee with oversight responsibilities.
Our financial statements, periodic reports filed pursuant to the Securities Exchange Act of 1934, as amended, our monthly bank statements and imaged checks are now continuously reviewed by our chief financial officer and chief executive officer.
All significant contracts are now being reviewed and approved by our board of directors in conjunction with the chief executive officer.

 

There was no other change in our internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II

 

ITEM 1 LEGAL PROCEEDINGS

 

The Company is subject to various legal proceedings from time to time in the ordinary course of business, none of which is required to be disclosed under this Item 1.

 

ITEM 1A RISK FACTORS

 

A smaller reporting company is not required to provide the information required by this Item.

 

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

 

The Company is in default on its various notes payable totaling $1,277,270 representing principal and accrued interest as of September 30, 2015.

 

ITEM 4 MINE SAFETY DISCLOSURES

 

Not applicable.

 

 

ITEM 5 OTHER INFORMATION

 

The Company is delinquent in payment of $409,377 for payroll taxes and accrued interest and penalties as of September 30, 2015.

 

ITEM 6 EXHIBITS

 

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.1

The following financial information from Veritec, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 formatted in XBRL: (i) Consolidated Balance Sheets at September 30, 2015 and June 30, 2015; (ii) Consolidated Statement of Operations for the three months ended September 30, 2015 and 2014; (iii) Consolidated Statement of Stockholders’ Deficit as at September 30, 2015; (iv) Consolidated Statements of Cash Flows for the three months ended September 30, 2015 and 2014; (v) Notes to the Consolidated Financial Statements.

 

** The certifications attached as Exhibits 32.1 and 32.2 accompany the Quarterly on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by Veritec, Inc. for purposes of Section 18 of the Securities Exchange Act.
     

 20 
 

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.

 

 

VERITEC, INC.

 

March 21, 2016 By: /s/ Van Tran
    Van Tran
    Chief Executive Officer
    (Principal Executive Officer)
     

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