UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

 

  ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 2020

 

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

 

For the transition period from __________ to __________

 

Commission File Number: 000-15113

 

VERITEC, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		95-3954373
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

 

2445 Winnetka Avenue N.

Golden Valley, MN 55427

(Address of principal executive offices) (zip code)

 

(763) 253-2670

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the 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 (§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 ☐

 

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

 

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☒
(Do not check if a smaller reporting company)	Emerging growth company ☐

 

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

Yes ☐  No ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☐

 

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

Yes ☐  No ☒

 

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	VRTC	OTC Pink

 

The number of shares of registrant’s common stock outstanding as of October 31, 2020, was 39,738,007.

 

 

VERITEC, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

 

PART I
ITEM 1 FINANCIAL STATEMENTS	4
ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL AND RESULTS OF OPERATIONS	16
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	20
ITEM 4 CONTROLS AND PROCEDURES	20
PART II
ITEM 1 LEGAL PROCEEDINGS	21
ITEM 1A RISK FACTORS	21
ITEM 2 UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS	21
ITEM 3 DEFAULTS UPON SENIOR SECURITIES	21
ITEM 4 MINE SAFETY DISCLOSURES	21
ITEM 5 OTHER INFORMATION	21
ITEM 6 EXHIBITS	21
SIGNATURES	22

 

 

 

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, and 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.

 

 

 

PART I

 

ITEM 1 FINANCIAL STATEMENTS

 

VERITEC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS 

 

		September 30, 2020				June 30, 2020
ASSETS			(Unaudited)
Current Assets:
Cash		$	105,000			$	228,000
Accounts receivable			8,000				10,000
Prepaid expenses			4,000				6,000
Total Assets		$	117,000			$	244,000
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities:
Accounts payable		$	688,000			$	689,000
Accounts payable, related party			96,000				96,000
Accrued expenses			62,000				70,000
Customer deposits			67,000				91,000
Convertible notes and notes payable ($472,000 and $467,000 in default)			513,000				508,000
Convertible notes and notes payable, related parties ($217,000 and $215,000 in default)			4,710,000				4,484,000
Total Current Liabilities			6,136,000				5,938,000
Contingent earnout liability			155,000				155,000
Total Liabilities			6,291,000				6,093,000
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			1,000				1,000
Common stock, par value $.01; authorized 150,000,000 shares; 39,738,007 and 39,738,007 shares issued and outstanding at September 30, 2020 and June 30, 2020			397,000				397,000
Common stock to be issued, 145,000 shares to be issued			12,000				12,000
Additional paid-in capital			18,136,000				18,136,000
Accumulated deficit			(24,720,000	)			(24,395,000	)
Total Stockholders' Deficiency			(6,174,000	)			(5,849,000	)
Total Liabilities and Stockholders’ Deficiency		$	117,000			$	244,000

 

See accompanying notes.

 

 

 

VERITEC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019
(UNAUDITED)

		Three months ended September 30,
		2020				2019
		(Unaudited)				(Unaudited)
Revenue:
Mobile banking technology revenue		$	24,000			$	25,000
Other revenue, management fee - related party			56,000				129,000
Total revenue			80,000				154,000
Cost of sales			56,000				55,000
Gross profit			24,000				99,000
Operating Expenses:
General and administrative (including $80,000 and $13,000, respectively, to related party)			256,000				156,000
Loss from operations			(232,000	)			(57,000	)
Other Income (Expense):
Gain on extinguishment of convertible note payable			—				167,000
Interest expense (including $88,000 and $75,000, respectively, to related parties)			(93,000	)			(80,000	)
Total other income (expense)			(93,000	)			87,000
Net Income (Loss)		$	(325,000	)		$	30,000
Net Income (Loss) Per Common Share - Basic and Diluted		$	(0.01	)		$	0.00
Weighted Average Number of Shares Outstanding -
Basic			39,738,007				39,538,007
Diluted			39,738,007				40,668,007
See accompanying notes.

 

 

 

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

(UNAUDITED)

 

 

Three months ended September 30, 2020 (Unaudited)

 

			Preferred Stock								Common Stock
			Shares				Amount				Shares				Amount				Common Stock to be Issued				Additional Paid-in Capital				Accumulated Deficit				Total Stockholders’ Deficiency
Balance, June 30, 2020			1,000			$	1,000				39,738,007			$	397,000			$	12,000			$	18,136,000			$	(24,395,000	)		$	(5,849,000	)
Net Loss			—				—				—				—				—				—				(325,000	)			(325,000	)
Balance, September 30, 2020 (Unaudited)			1,000			$	1,000				39,738,007			$	397,000			$	12,000			$	18,136,000			$	(24,720,000	)		$	(6,174,000	)

 

Three months ended September 30, 2019 (Unaudited)

 

			Preferred Stock								Common Stock
			Shares				Amount				Shares				Amount				Common Stock to be Issued				Additional Paid-in Capital				Accumulated Deficit				Total Stockholders’ Deficiency
Balance, June 30, 2019			1,000			$	1,000				39,538,007			$	395,000			$	12,000			$	18,111,000			$	(23,819,000	)		$	(5,299,000	)
Stock-based compensation																							5,000
Net Income			—				—				—				—				—				—				30,000				30,000
Balance, September 30, 2019 (Unaudited)			1,000			$	1,000				39,538,007			$	395,000			$	12,000			$	18,116,000			$	(23,789,000	)		$	(5,264,000	)

 

 

See accompanying notes.

 

 

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

 

		Three Months Ended September 30,
		2020				2019
		(Unaudited)				(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)		$	(325,000	)		$	30,000
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest accrued on notes payable			92,000				80,000
Stock-based compensation			—				5,000
Gain on extinguishment of convertible note payable			—				(167,000	)
Changes in operating assets and liabilities:
Accounts receivable			2,000				(1,000	)
Prepaid expenses			2,000				1,000
Customer deposits			(24,000	)			23,000
Accounts payable			(1,000	)			(2,000	)
Accounts payable, related party			—				21,000
Accrued expenses			(8,000	)			(5,000	)
Net cash used in operating activities			(262,000	)			(15,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible notes payable-related party			67,000				—
Proceeds from notes payable-related party			72,000				104,000
Net cash provided by financing activities			139,000				104,000
NET INCREASE (DECREASE) IN CASH			(123,000	)			89,000
CASH AT BEGINNING OF PERIOD			228,000				91,000
CASH AT END OF PERIOD		$	105,000			$	180,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest		$	—			$	—
Cash paid for taxes		$	—			$	—

  

See accompanying notes.

 

  

VERITEC, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED SEPETEMBER 30, 2020 AND 2019
(UNAUDITED)

NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The Company

 

Veritec, Inc. (Veritec) formed in the State of Nevada on September 8, 1982. Veritec’s wholly-owned subsidiaries include Veritec Financial Systems, Inc., Tangible Payment Systems, Inc., and Public Bell, Inc. (collectively the “Company”).

 

Nature of Business

 

Veritec is primarily engaged in the development, sales, and licensing of products and providing services related to its mobile banking solutions.

 

As a Cardholder Independent Sales Organization, Veritec is able to promote and sell Visa-branded card programs. As a Third-Party Servicer, Veritec provides back-end cardholder transaction processing services for Visa-branded card programs on behalf of its sponsoring bank. Veritec 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. Veritec has had agreements with various banks in the past and is currently seeking a bank to sponsor its Prepaid Card programs.

 

COVID-19 Considerations

 

The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on the Company’s business is highly uncertain and difficult to predict, as the responses that the Company, other businesses and governments are taking continue to evolve. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that the COVID-19 pandemic could cause a local, national and/or global economic recession. Policymakers around the globe have responded with fiscal policy actions to support the economy as a whole, but it is presently unknown whether and to what extent further fiscal actions will continue. The magnitude and overall effectiveness of these actions remain uncertain.

 

The Company believes that its Mobile Banking revenues have been negatively affected due to the reduction in customer spending, which negatively impacts the amount of fees earned by the Company from its customers. The Company is also currently experiencing a decline in revenues earned under the management services agreement with The Matthews Group, as The Matthews Group’s customer orders have been negatively impacted by the effects of COVID-19. The severity of the impact of the COVID-19 pandemic on the Company’s business will continue to depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company’s customers, service providers and suppliers, all of which are uncertain and cannot be predicted. As of the date of issuance of the Company’s financial statements, the extent to which the COVID-19 pandemic may in the future materially impact the Company’s financial condition, liquidity or results of operations is uncertain.

 

Basis of Presentation

 

The accompanying unaudited Condensed 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 period ended September 30, 2020, are not necessarily indicative of the results that may be expected for the year ending June 30, 2021. The Condensed Consolidated balance Sheet information as of June 30, 2020, was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended June 30, 2020, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on September 15, 2020. These financial statements should be read in conjunction with that report.

 

 

The accompanying Condensed Consolidated Financial Statements include the accounts of Veritec and its wholly-owned subsidiaries, Veritec Financial Systems, Inc., Tangible Payment Systems, Inc., and Public Bell, Inc. Inter-company transactions and balances were eliminated in consolidation.

 

Going Concern

 

The accompanying Condensed Consolidated Financial Statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the period ended September 30, 2020, the Company incurred a net loss of $325,000 and used cash in operating activities of $262,000, and on September 30, 2020, the Company had a working capital deficit of $6,174,000. In addition, as of September 30, 2020, the Company is delinquent in payment of $689,000 of its notes payable. These factors, among others, raise substantial doubt about our ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on our June 30, 2020 financial statements, has raised 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 be necessary if the Company is unable to continue as a going concern.

 

The Company believes it will require additional funds to continue its operations through fiscal 2021 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. The Condensed Consolidated Financial Statements do not include any adjustments that may result from this uncertainty.

 

Use of Estimates

 

The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Those estimates and assumptions include estimates for reserves of uncollectible accounts, analysis of impairments of long-lived assets, accruals for potential liabilities, assumptions made in valuing stock instruments issued for services, and valuation of deferred tax assets. Actual results could differ from those estimates.

 

Revenue Recognition

 

Revenues for the Company are classified into management fee revenue and mobile banking technology.

 

The Company recognizes revenue in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying the Company’s performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

 

 

Mobile Banking Technology Revenue

 

The Company, as a merchant payment processor and a distributor, recognizes revenue from transaction fees charged to 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.

 

The Company has entered into certain long term agreements to provide application development and support. Some customers paid the agreement in full at signing and the Company recorded the receipt of payment as deferred revenue. The Company records revenue relating to these agreements on a pro-rata basis over the term of the agreement and reduces its deferred revenue balance accordingly.

 

Other Revenue, Management Fee - Related Party

 

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 6). The Company subsequently entered into a management services agreement with The Matthews Group to manage all facets of the barcode technology operations through June 30, 2021. The Company earned a fee of 35% of all revenues billed up to September 30, 2020. The Company recognizes management fee revenue as services are performed. 

 

Disaggregation of Net Sales

 

The following table shows the Company’s disaggregated net sales by product type:

 

		Period ended September 30,
		2020				2019
Mobile banking technology revenue		$	24,000			$	25,000
Other revenue, management fee - related party			56,000				129,000
Total revenue		$	80,000			$	154,000

 

The following table shows the Company’s disaggregated net sales by customer type for our Mobile banking technology:

 

		Period ended September 30,
		2020				2019
Medical		$	15,000			$	15,000
Associations			3,000				3,000
Education			3,000				3,000
Other			3,000				4,000
Total revenue		$	24,000			$	25,000

  

During the periods ended September 30, 2020 and 2019, all of the Company’s Mobile banking technology revenues were earned in the United States of America. 

 

Other revenue, management fee - related party revenue was $56,000 and $129,000 for the periods ended September 30, 2020 and 2019, respectively, and realized from our management services agreement with The Matthews Group, a related party, which requires us to manage The Matthews Group’s barcode technology operations. The Matthews Group’s barcode technology customers are primarily manufacturing companies located in China. 

 

Fair Value of Financial Instruments

 

The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value:

 

	•	Level 1 — Quoted prices in active markets for identical assets or liabilities.
	•	Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
	•	Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

 

The carrying amounts of financial instruments such as cash, accounts receivable, and accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments. The carrying values of notes payable approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates.

 

Net Income (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 period ended September 30, 2020, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an anti-dilutive effect. For the period ending September 30, 2019, 1,130,000 shares were added to weighted average shares outstanding as they were considered dilutive. The remaining potentially dilutive shares from the Company’s Series H Preferred Stock, Convertible Notes Payable, and a portion of Options were antidilutive because their exercise prices and conversion prices were out of the money.

 

As of September 30, 2020, and 2019, 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.

 

		As of September 30,
		2020				2019
Series H Preferred Stock			10,000				10,000
Convertible Notes Payable			22,986,104				20,683,005
Options			2,500,000				2,500,000
Total			25,496,104				23,006,700

 

Concentrations

 

During the period ended September 30, 2020 and 2019, the Company had one customer, a related party, that represented 70% and 84% of our revenues, respectively. No other customer represented more than 10% of our revenues.

 

Segments

 

The Company operates in one segment, the mobile financial banking industry. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying condensed consolidated financial statements

 

 

Recently Issued Accounting Standards

 

In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. As a small business filer, the standard will be effective for us for interim and annual reporting periods beginning after December 15, 2022. The Company is currently assessing the impact of adopting this standard on the Company’s financial statements and related disclosures.

 

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 financial statements.

 

NOTE 2 –CONTINGENT EARNOUT LIABILITY

 

On September 30, 2014, the Company acquired certain assets and liabilities of the Tangible Payments LLC. A portion of the purchase price for Tangible Payments LLC was an earnout payment of $155,000. 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 $1,300,000. As of September 30, 2020, there was no net profit derived from the acquired assets, and the Company had not yet received the required equity investments. Accordingly, no payments were made on the earnout.

 

NOTE 3 – CONVERTIBLE NOTES AND NOTES PAYABLE

 

Convertible notes and notes payable

 

Notes payable includes principal and accrued interest and consists of the following at September 30, 2020 and June 30, 2020:

 

		September 30, 2020				June 30, 2020
(a) Unsecured convertible notes ($19,000 and $18,000 in default)		$	60,000			$	59,000
(b) Notes payable (in default)			427,000				423,000
(c) Notes payable (in default)			26,000				26,000
Total notes-third parties		$	513,000			$	508,000

 

(a) The notes are unsecured, convertible into common stock at amounts ranging from $0.08 to $0.30 per share, bear interest at rates ranging from 5% to 8% per annum, were due through 2011 and are in default or due on demand.

 

At June 30, 2020, convertible notes totaled $59,000. During the period ended September 30, 2020, interest of $1,000 was added to the principal, resulting in a balance owed of $60,000 at September 30, 2020. On September 30, 2020, $19,000 of the convertible notes were in default and convertible at a conversion price of $0.30 per share into 61,952 shares of the Company’s common stock. The balance of $41,000 is due on demand and convertible at a conversion price of $0.08 per share into 516,963 shares of the Company’s common stock. 

 

 

(b) The notes are either secured by the Company’s intellectual property or unsecured and bear interest ranging from 6.5% to 10% per annum, were due in 2012, and are in default.

 

At June 30, 2020, the notes totaled $423,000. During the period ended September 30, 2020, interest of $4,000 was added to principal resulting in a balance owed of $427,000 at September 30, 2020. At September 30, 2020, $369,000 of notes are secured by the Company’s intellectual property and $58,000 of notes are unsecured.

 

(c) The notes are unsecured and bear interest of 4% per annum and were due on March 17, 2020, and are in default.

 

At June 30, 2020, the notes totaled $26,000. During the period ended September 30, 2020, a nominal amount of interest was added to principal, resulting in a balance owed of $26,000 at September 30, 2020.

 

Convertible notes and notes payable-related parties

 

Notes payable-related parties includes principal and accrued interest and consists of the following at September 30, 2020 and June 30, 2020:

 

		September 30, 2020				June 30, 2020
(a) Convertible notes-The Matthews Group		$	1,655,000			$	1,560,000
(b) Notes payable-The Matthews Group			2,758,000				2,630,000
(c) Convertible notes-other related parties ($217,000 and $215,000 in default)			297,000				294,000
Total notes-related parties		$	4,710,000			$	4,484,000

 

(a) The notes are unsecured, convertible into common stock at $0.08 per share, bear interest at rates ranging from 8% to 10% per annum, and are due on demand.

  

The Matthews Group is a related party (see Note 6) and is owned 50% by Ms. Van Tran, the Company’s CEO/Executive Chair and a director, and 50% by Larry Johanns, a significant shareholder of the Company. At June 30, 2020, convertible notes due to The Matthews Group totaled $1,560,000. During the year ended September 30, 2020, $67,000 of notes payable were issued and interest of $28,000 was added to principal, resulting in a balance owed of $1,655,000 at September 30, 2020. At June 30, 2020, the notes are convertible at a conversion price of $0.08 per share into 20,684,433 shares of the Company’s common stock.

 

(b) The notes are unsecured, accrue interest at 10% per annum, and are due on demand. The notes were issued relating to a management services agreement with The Matthews Group (see Note 6) dated September 30, 2015. At June 30, 2020, notes due to The Matthews Group totaled $2,630,000. During the period ended September 30, 2020, $72,000 of notes payable were issued and interest of $56,000 was added to principal, resulting in a balance owed of $2,758,000 at September 30, 2020.

 

(c) The notes are due to a current and a former director, are unsecured, convertible into common stock at per share amounts ranging from $0.08 to $0.30, and bear interest at rates ranging from 8% to 10% per annum. 

 

At June 30, 2020, convertible notes due to other related parties totaled $294,000. During the period ended September 30, 2020, interest of $3,000 was added to principal resulting in a balance owed of $297,000 at September 30, 2020. At September 30, 2020, $217,000 of the notes were due in 2010 and are in default, and the balance of $80,000 is due on demand. At September 30, 2020, $217,000 of the notes are convertible at a conversion price of $0.30 per share into 724,581 shares of the Company’s common stock, and $80,000 of the notes are convertible at a conversion price of $0.08 per share into 998,175 shares of the Company’s common stock.

  

 

NOTE 4 - STOCKHOLDERS’ DEFICIENCY

 

Common Stock to be Issued

 

At September 30, 2020 and June 30, 2020, 145,000 shares of common stock to be issued with an aggregate value of $12,000 have not been issued and are reflected as common stock to be issued in the accompanying condensed consolidated financial statements.  

  

NOTE 5 – STOCK OPTIONS

 

A summary of stock options as of September 30, 2020 is as follows:

 

		Number of Shares				Weighted Average Exercise Price
Outstanding at June 30, 2020			3,650,000			$	0.06
Granted			—				—
Forfeited			—			$	—
Outstanding at September 30, 2020			3,650,000			$	0.06
Exercisable at September 30, 2020			3,650,000			$	0.06

 

As of September 30, 2020, the Company had no outstanding unvested options with future compensation costs. At September 30, 2020 and June 30, 2020, the outstanding and exercisable stock options had an intrinsic value of $12,000 and $12,000, respectively.

 

Additional information regarding options outstanding as of September 30, 2020, is as follows:

 

Options Outstanding at September 30, 2020																Options Exercisable at September 30, 2020
Range of Exercise Price				Number of Shares Outstanding				Weighted Average Remaining Contractual Life (Years)				Weighted Average Exercise Price				Number of Shares Exercisable				Weighted Average Exercise Price
$	0.03				1,150,000				4.23			$	0.03				1,150,000			$	0.03
$	0.08				2,500,000				1.36			$	0.08				2,500,000			$	0.08
					3,650,000												3,650,000

 

NOTE 6 – RELATED PARTY TRANSACTIONS

 

The Matthews Group is owned 50% by Ms. Tran, the Company’s CEO/Executive Chair and a director, and 50% by Larry Johanns, a significant stockholder of the Company. The Company has relied on The Matthews Group for funding (see Note 3).

   

Management Services Agreement and Related Notes Payable with Related Party

 

The Company’s Barcode Technology was invented by the founders of Veritec as a product identification system for identification and tracking of parts, components and products mostly in the liquid crystal display (LCD) markets and for secure identification documents, financial cards, medical records, and other high-security applications. On September 30, 2015, the Company sold all of its assets of its Barcode Technology comprised solely of its intellectual property to The Matthews Group. The Company then entered into a management services agreement with The Matthews Group to manage all facets of the barcode technology operations, on behalf of The Matthews Group, through June 30, 2021. The Company does anticipate the management services agreement will be extended prior to the June 30, 2021 exipiration date. The Matthews Group bears the risk of loss from the barcode operations and has the right to the residual benefits of the barcode operations. 

 

In consideration of the services provided by the Company to The Matthews Group, the Company earned a fee of 20% of barcode technology operations revenues through May 31, 2017. Subsequent to May 31, 2017 and up to June 30, 2021, The Matthews Group earns a fee of 35% from the barcode technology operations. During the periods ended September 30, 2020 and 2019, the Company recorded management fee revenue related to this agreement of $56,000 and $129,000, respectively.

 

 

Additionally, pursuant to the management services agreement, all cash flow (all revenues collected less direct costs paid) of the barcode technology operations is retained by the Company as proceeds from unsecured notes payable due The Matthews Group. During the periods ended September 30, 2020 and 2019, cash flow loans of $72,000 and $104,000, respectively, were made to the Company at 10% interest per annum and due on demand. At September 30, 2020, cash flow loans of $2,758,000 are due to The Matthews Group (see Note 4).

 

Advances from Related Parties

 

From time to time, Ms. Tran, the Company’s CEO/Executive Chair, provides advances to finance the Company’s working capital requirements. As of September 30, 2020 and June 30, 2020, total advances to Ms. Tran amounted to $96,000 and $96,000, respectively, and have been presented as accounts payable, related party on the accompanying Condensed Consolidated Balance Sheets. The advances are unsecured, non-interest bearing, and due on demand.

 

Other Transactions with Related Parties

 

The Company leases its office facilities from Ms. Tran, the Company’s CEO/Executive Chair. For both the years ended September 30, 2020 and 2019, lease and property tax payment to Ms. Tran totaled $80,000 and $13,000, respecively.

 

NOTE 7 – LEGAL PROCEEDINGS

 

On September 21, 2016, the Company entered into a settlement agreement with an individual who was a former officer of the Company.  The individual in prior years was also issued 500,000 shares of common stock for services.  The Company alleged that the individual used the Company's intellectual property without approval.   Under the terms of the settlement agreement, the individual agreed to relinquish a convertible note payable and unpaid interest aggregating $365,000 and return 500,000 shares of common stock previously issued to him.  In turn, the Company agreed to release and discharge the individual against all claims arising on or prior to the date of the settlement agreement.  As of September 30, 2020, the 500,000 shares have not been relinquished. When the Company receives the shares, it will record a cancellation of shares.

  

NOTE 8 – COMMITMENTS AND CONTINGENCIES

 

On December 5, 2008, the Company adopted an incentive compensation bonus plan to provide payments to key employees in the aggregated amount of 10% of pre-tax earnings in excess of $3,000,000 after the end of each fiscal year to be distributed annually to employees. As of June 30, 2020, the Company had not achieved annual pre-tax earnings in excess of $3,000,000.

 

On December 5, 2008, the Company entered into an employment agreement with Van Thuy Tran, its Chief Executive Officer, providing for an annual base salary of $150,000 and customary medical and other benefits. The agreement may be terminated by either party upon 30 days’ notice. In the event the Company terminates the agreement without cause, Ms. Tran will be entitled to $1,000,000 payable upon termination, and she will be entitled to severance equal to 12 months compensation and benefits. The Company has also agreed to indemnify Ms. Tran against any liability or damages incurred within the scope of her employment. During the periods ended September 30, 2020 and 2019, salaries paid to Van Thuy Tran under this agreement totated $38,000 and $38,000. 

 

 

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

 

Results of Operations – Three months ended September 30, 2020, compared to September 30, 2019

 

We had a net loss of $325,000 in the period ended September 30, 2020, compared to a net income of $30,000 for the period ended September 30, 2019.

 

Revenues

 

Details of revenues are as follows:

 

		Three months ended September 30,								Increase (Decrease)
		2020				2019				$				%
Mobile banking technology		$	24,000			$	25,000			$	(1,000	)			(4.0	)
Other revenue, management fee - related party			56,000				129,000				(73,000	)			(56.6	)
Total Revenues		$	80,000			$	154,000			$	(74,000	)			(48.1	)

  

•

Mobile banking technology

 

Mobile Banking Technology revenues include products such as the Company’s Blinx On-Off™ prepaid toggle Card and its Open Loop/Closed 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 period ended September 30, 2020, and 2019 were $24,000 and $25,000, respectively. The decrease in Mobile Banking Technology revenues was due to both the conclusion of certain long-term contracts during the prior year and the Company not having a bank to sponsor its mobile banking solutions since fiscal year 2016 (see Note 1 to Consolidated Financial Statements).

 

•

Other revenue, management fee - related party

 

Effective October 1, 2015, the Company entered into a management services agreement with The Matthews Group for which the Company agreed to manage its previous barcode technology business, on behalf of The Matthews Group, from October 1, 2015 to June 30, 2021. Per the terms of the management services agreement, the Company earned a fee of 20% of barcode technology operations revenues through May 31, 2017. Subsequent to May 31, 2017 and up to June 30, 2021, The Matthews Group earns a fee of 35% from the barcode technology operations. For the period ended September 30, 2020 and 2019, revenue earned from the management services agreement was $56,000 and $129,000, respectively. The Company is currently experiencing a decline in revenues earned under the management services agreement with The Matthews Group, as The Matthews Group’s customer orders have been negatively impacted by the effects of COVID-19. The severity of the impact of the COVID-19 pandemic on the Company’s business will continue to depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company’s customers, service providers and suppliers, all of which are uncertain and cannot be predicted.

 

Cost of Sales

 

Cost of sales for the period ended September 30, 2020 and 2019 totaled $56,000 and $55,000, respectively.

 

Operating Expenses

 

General and administrative expenses for the period ended September 30, 2020 and 2019 totaled $256,000 and $156,000, respectively. The increase in general and administrative expenses was primarily due to property taxes related to our office lease of $67,000, which did not occur in the prior year period, and increased legal and professional fees as compared to the same period of the prior year.

 

 

Other Income (Expenses)

 

On July 10, 2019, the Company and Plaintiffs entered into a Confidential Settlement Agreement and Mutual Release, whereas, both the Company and the Plaintiffs agreed to generally discharge and forever release each other from future claims, to pay their own legal fees, and the promissory note payable to the Plaintiffs was discharged. During the period ended September 30, 2019, the Company recorded a gain on extinguishment of convertible note payable of $167,000.

 

Interest expense for the period ended September 30, 2020 and 2019, was $93,000 and $80,000, respectively. The increase was due to the increase in our notes payable balance.

 

Liquidity and Capital Resources

 

Our cash balance on September 30, 2020 decreased to $105,000 as compared to $228,000 on June 30, 2020. The decrease was the result of $262,000 in cash used in operating activities offset by $139,000 in cash provided by financing activities. Net cash used in operations during the period ended September 30, 2020, was $262,000, compared with $15,000 of net cash used in operations during the same period of the prior year. Cash used in operations during the period ended September 30, 2020, was primarily from our net loss of $325,000, offset by and increase in interest accrued on notes payable of $92,000, and general changes to our working capital accounts of $29,000. Net cash provided by financing activities of $139,000 during the period ended September 30, 2020, was due to proceeds received from notes payable. During the same period of the prior year, net cash provided by financing activities of $104,000 was from proceeds received from notes payable.

 

The accompanying Consolidated Financial Statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the period ended September 30, 2020, the Company incurred a net loss of $325,000 and used cash in operating activities of $262,000, and at June 30, 2020, the Company had a stockholders’ deficiency of $6,174,000. In addition, as of September 30, 2020, the Company is delinquent in payment of $689,000 of its notes payable. These factors, among others, raise substantial doubt about our ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on our June 30, 2020 financial statements, has raised 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 this uncertainty 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 2021 without continued external investment. The Company believes it will require additional funds to continue its operations through fiscal 2021 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.

 

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.

 

Convertible notes and notes payable

 

Notes payable includes principal and accrued interest and consists of the following at September 30, 2020 and June 30, 2020:

 

		September 30, 2020				June 30, 2020
(a) Unsecured convertible notes ($19,000 and $18,000 in default)		$	60,000			$	59,000
(b) Notes payable (in default)			427,000				423,000
(c) Notes payable (in default)			26,000				26,000
Total notes-third parties		$	513,000			$	508,000

 

(a) The notes are unsecured, convertible into common stock at amounts ranging from $0.08 to $0.30 per share, bear interest at rates ranging from 5% to 8% per annum, were due through 2011 and are in default or due on demand.

 

 

At June 30, 2020, convertible notes totaled $59,000. During the period ended September 30, 2020, interest of $1,000 was added to the principal, resulting in a balance owed of $60,000 at September 30, 2020. On September 30, 2020, $19,000 of the convertible notes were in default and convertible at a conversion price of $0.30 per share into 61,952 shares of the Company’s common stock. The balance of $41,000 is due on demand and convertible at a conversion price of $0.08 per share into 516,963 shares of the Company’s common stock. 

 

(b) The notes are either secured by the Company’s intellectual property or unsecured and bear interest ranging from 6.5% to 10% per annum, were due in 2012, and are in default.

 

At June 30, 2020, the notes totaled $423,000. During the period ended September 30, 2020, interest of $4,000 was added to principal resulting in a balance owed of $427,000 at September 30, 2020. At September 30, 2020, $369,000 of notes are secured by the Company’s intellectual property and $58,000 of notes are unsecured.

 

(c) The notes are unsecured and bear interest of 4% per annum and were due on March 17, 2020, and are in default.

 

At June 30, 2020, the notes totaled $26,000. During the period ended September 30, 2020, a nominal amount of interest was added to principal, resulting in a balance owed of $26,000 at September 30, 2020.

 

Convertible notes and notes payable-related parties

 

Notes payable-related parties includes principal and accrued interest and consists of the following at September 30, 2020 and June 30, 2020:

 

		September 30, 2020				June 30, 2020
(a) Convertible notes-The Matthews Group		$	1,655,000			$	1,560,000
(b) Notes payable-The Matthews Group			2,758,000				2,630,000
(c) Convertible notes-other related parties ($217,000 and 215,000 in default)			297,000				294,000
Total notes-related parties		$	4,710,000			$	4,484,000

 

(a) The notes are unsecured, convertible into common stock at $0.08 per share, bear interest at rates ranging from 8% to 10% per annum, and are due on demand.

  

The Matthews Group is a related party and is owned 50% by Ms. Van Tran, the Company’s CEO, and 50% by Larry Johanns, a significant shareholder of the Company. At June 30, 2020, convertible notes due to The Matthews Group totaled $1,560,000. During the year ended September 30, 2020, $67,000 of notes payable were issued and interest of $28,000 was added to principal, resulting in a balance owed of $1,655,000 at September 30, 2020. At June 30, 2020, the notes are convertible at a conversion price of $0.08 per share into 20,684,433 shares of the Company’s common stock.

 

(b) The notes are unsecured, accrue interest at 10% per annum, and are due on demand. The notes were issued relating to a management services agreement with The Matthews Group dated September 30, 2015. At June 30, 2020, notes due to The Matthews Group totaled $2,630,000. During the period ended September 30, 2020, $72,000 of notes payable were issued and interest of $56,000 was added to principal, resulting in a balance owed of $2,758,000 at September 30, 2020.

 

(c) The notes are due to a current and a former director, are unsecured, convertible into common stock at per share amounts ranging from $0.08 to $0.30, and bear interest at rates ranging from 8% to 10% per annum. 

 

 

At June 30, 2020, convertible notes due to other related parties totaled $294,000. During the period ended September 30, 2020, interest of $3,000 was added to principal resulting in a balance owed of $297,000 at September 30, 2020. At September 30, 2020, $217,000 of the notes were due in 2010 and are in default, and the balance of $80,000 is due on demand. At September 30, 2020, $217,000 of the notes are convertible at a conversion price of $0.30 per share into 724,581 shares of the Company’s common stock, and $80,000 of the notes are convertible at a conversion price of $0.08 per share into 998,175 shares of the Company’s common stock.

 

Commitments and Contractual Obligations

 

The Company leases its corporate office building from Ms. Tran, our chief executive officer, on a month-to-month basis, for $4,000 per month. The corporate office is located at 2445 Winnetka Avenue North, Golden Valley, Minnesota.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements.

 

Critical Accounting Policies and Estimates

 

Management’s discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management 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 evaluates its estimates, including those related to impairment of long-lived assets, including finite lived intangible assets, accrued liabilities, fair value of warrant derivatives and certain expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

 

Our significant accounting policies are more fully described in Note 1 to our financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and the related disclosures of contingent assets and liabilities. Actual results could differ from those estimates under different assumptions or conditions.

 

Stock-Based Compensation

 

The Company periodically issues stock-based compensation to officers, directors, contractors and consultants for services rendered. Such issuances vest and expire according to terms established at the issuance date.

 

Stock-based payments to officers, directors, employees, and for acquiring goods and services from nonemployees, which include grants of employee stock options, are recognized in the financial statements based on their fair values in accordance with Topic 718. Stock option grants, which are generally time vested, will be measured at the grant date fair value and charged to operations on a straight-line basis over the vesting period. The fair value of stock options is determined utilizing the Black-Scholes option-pricing model, which is affected by several variables, including the risk-free interest rate, the expected dividend yield, the expected life of the equity award, the exercise price of the stock option as compared to the fair market value of the common stock on the grant date and the estimated volatility of the common stock over the term of the equity award.

  

Revenue Recognition

 

Revenues for the Company are classified into mobile banking technology and management fee revenue.

 

 

a. Mobile Banking Revenue

 

The Company, as a merchant payment processor and a distributor, recognizes revenue from transaction fees charged to 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.

 

Prior to the year ended June 30, 2016, the Company entered into certain long term agreements to provide application development and support. Some customers paid the agreement in full at signing and the Company recorded the receipt of payment as deferred revenue. The Company records revenue relating to these agreements on a pro-rata basis over the term of the agreement and reduces its deferred revenue balance accordingly.

  

b. Other revenue, management fee - related party

 

On September 30, 2015, the Company sold all of its assets of its Barcode Technology comprised solely of its intellectual property to The Matthews Group and entered into a management services agreement with The Matthews Group to manage all facets of the barcode technology operations, on behalf of The Matthews Group, through June 30, 2021. The Company earned a fee of 35% of all revenues billed up to June 30, 2021. 

 

Recently Issued Accounting Standards

 

See Footnote 1 of consolidated financial statements for a discussion of recently issued accounting standards.

 

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, 2020, 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 on June 30, 2020.

 

Changes in Internal Control over Financial Reporting.

 

In our Form 10-K on June 30, 2019, 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.

 

 

PART II

 

ITEM 1 - LEGAL PROCEEDINGS

 

On September 21, 2016, the Company entered into a settlement agreement with an individual who was a former officer of the Company.  The individual in prior years was also issued 500,000 shares of common stock for services.  The Company alleged that the individual used the Company's intellectual property without approval.   Under the terms of the settlement agreement, the individual agreed to relinquish a convertible note payable and unpaid interest aggregating $364,686 and return 500,000 shares of common stock previously issued to him.  In turn, the Company agreed to release and discharge the individual against all claims arising on or prior to the date of the settlement agreement.  As of September 30, 2020, the 500,000 shares have not been relinquished. When the Company receives the shares, it will record a cancellation of shares.

 

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 $689,000 representing principal and accrued interest as of September 30, 2020.

 

ITEM 4 - MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5 - OTHER INFORMATION

 

Not applicable.

 

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, 2020, formatted in XBRL: (i) Condensed Consolidated Balance Sheets at September 30, 2020 and June 30, 2020; (ii) Condensed Consolidated Statements of Operations for the three months ended September 30, 2020 and 2019; (iii) Condensed Consolidated Statement of Stockholders’ Deficit as at September 30, 2020; (iv) Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2020 and 2019; (v) Notes to the Condensed 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.

 

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.
November 9, 2020	By:	/s/ Van Tran
		Van Tran
		Chief Executive Officer
		(Principal Executive Officer)