Securter Systems Inc.
Overview
Securter Systems Inc. is a Canadian-based fintech company that is developing a ground-breaking payment processing technology that dramatically reduces the security risks associated with online purchases. The Securter™ Payment App allows consumers to use their credit or debit card directly without having to manually input their confidential card information. Securter’s patent-pending process turns a consumer’s mobile phone into their own payment terminal (personal card reader/POS), allowing them to tap or scan their credit/debit card on their own phone. Cards are now deemed present (CP) for the online transaction the same way they are when tapped or scanned in-person (in-store), allowing merchants to capture electronic data stored on the card and verify the transaction.
Crowdfunded Activities
Here's how Securter Systems Inc. is planning on using the funds raised from this crowdfunding:
| Minimum Raise | Maximum Raise | |
| Phase 1 Development & Certification | 0 | 57000 |
| Non-provisional patent application or application under PCT | 0 | 20000 |
| Marketing & Sales | 0 | 30000 |
| Legal & Audit | 0 | 40000 |
| Corporate Finance Fees | 0 | 60000 |
| General Working Capital | 4600 | 23250 |
| Portal Fees | 400 | 19750 |
| TOTAL | 5000 | 250000 |
Securter Systems Inc.
- Company Website: https://securter.com/
- Head Office Address: 130 King Street West, Suite 1800, Toronto, ON M5X 1E3
- Company Phone No: (647) 670-1231
- Company Email Address: investor@securter.com
Securter Systems Inc. (https://securter.com) is a Canadian-based fintech company that is developing a ground-breaking payment processing technology that dramatically reduces the security risks associated with online purchases. The Securter™ Payment App allows consumers to use their credit or debit card directly without having to manually input their confidential card information. Securter’s patent-pending process turns a consumer’s mobile phone into their own payment terminal (personal card reader/POS), allowing them to tap or scan their credit/debit card on their own phone. Cards are now deemed present (CP) for the online transaction the same way they are when tapped or scanned in-person (in-store), allowing merchants to capture electronic data stored on the card and verify the transaction.
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Offering Document
Full legal name: Securter Systems Inc.
Head office address: 130 King Street West, Suite 1800, Toronto, ON M5X 1E3
Telephone: (647) 670-1231
Website URL: https://securter.com/
Fax:
Company Contact Person
Full legal name: Brad Moynes
Position held with the issuer: Director
Business address: 130 King Street West, Suite 1800, Toronto, ON M5X 1E3
Business telephone: (647) 670-1231
Fax: N/A
Business e-mail: investor@securter.com
Business Overview
Issuer's Business
A more detailed description of the issuer's business is provided below.
Securter Systems Inc. (https://securter.com) is a Canadian-based fintech company that is developing a ground-breaking payment processing technology that dramatically reduces the security risks associated with online purchases. The Securter™ Payment App allows consumers to use their credit or debit card directly without having to manually input their confidential card information. Securter’s patent-pending process turns a consumer’s mobile phone into their own payment terminal (personal card reader/POS), allowing them to tap or scan their credit/debit card on their own phone. Cards are now deemed present (CP) for the online transaction the same way they are when tapped or scanned in-person (in-store), allowing merchants to capture electronic data stored on the card and verify the transaction.
Management
Full legal name: Steve Epstein
Municipality of residence: Bradford, ON
Email address: N/A
Position at issuer: Co-Founder, Director and CEO
Principal occupation for the last five years: Founder, CEO and Director
Expertise, education, and experience that is relevant to the issuer's business:
Co-Founder/CEO Practical Engineer (Architecture). 20 years of experience in entrepreneurship. Previously developed social network techniques that have since become widely adopted. Highly practical approach to idea implementation.
Number and type of securities of the issuer owned: 8,397,500 Common Shares
Date securities were acquired and price paid for the securities: 8,184,500 @ $0.0001 September 20, 2020* (Founder’s Shares) 213,000 @ $0.10 March 31st, 2021 (*Corporation Restructured September 20, 2020)
Percentage of the issuer's securities held as of the date of this offering document: 29%
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity:
(c) is or has been the subject of a bankruptcy or insolvency proceeding:
(d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above:
Full legal name: Bradley Moynes
Municipality of residence: Vancouver, BC
Email address: investor@securter.com
Position at issuer: Director
Principal occupation for the last five years: Director, President & CEO at Digatrade Financial Corp.
Expertise, education, and experience that is relevant to the issuer's business:
Director – 24 years of experience in finance and business administration offering strategic services to private and public companies. Experience includes Financial Technology, Blockchain, Decentralized Finance, Digital Asset Trading Platforms. Mr. Moynes brings to his directorship of Securter an exceptional level of accomplishment and familiarity in the realm of corporate finance, strategic funding mechanisms, acquisitions and digital marketing.
Number and type of securities of the issuer owned: 4,396,000 Common Shares** (**Shares held by Digatrade Financial Corp, Mr. Moynes is the President of Digatrade)
Date securities were acquired and price paid for the securities: 3,817,000 @ $0.07 September 20, 2020* 579,000 @ $0.07 October 20, 2020 (*Corporation Restructured September 20, 2020)
Percentage of the issuer's securities held as of the date of this offering document: 15%
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity:
(c) is or has been the subject of a bankruptcy or insolvency proceeding:
(d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above:
Full legal name: David Edmunds
Municipality of residence: Vancouver, BC
Email address: N/A
Position at issuer: Director, Chief Financial Officer
Principal occupation for the last five years: Businessman
Expertise, education, and experience that is relevant to the issuer's business:
Mr. Edmunds is a Chartered Professional Accountant with over 25 years’ experience as Chief Financial Officer or senior financial executive in mature and early-stage companies, both public and private, in a wide range of industries, including hi-tech manufacturing, software development and alternative energy.
Number and type of securities of the issuer owned: Nil
Date securities were acquired and price paid for the securities: Nil
Percentage of the issuer's securities held as of the date of this offering document: N/A
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity:
(c) is or has been the subject of a bankruptcy or insolvency proceeding:
(d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above:
Start-Up Crowdfunding Distribution
Name of the funding portal the issuer is using to conduct its start-up crowdfunding distribution: Vested Technology Corp. (Vested.ca)
List the name of all the participating jurisdictions (Canadian province or territory) where the issuer intends to raise funds and make this offering document available: British Columbia, Alberta, Manitoba, New Brunswick, Nova Scotia, Quebec, Ontario, Saskatchewan
The date before which the issuer must have raised the minimum offering amount for the closing of the distribution (no later than 90 days after the date this offering document is made available on the funding portal): 90 days after the date on this offering document
The date(s) and description of any amendment(s) made to this offering document, if any: Amended July 22, 2021. James Romano resigned as Chairman and Director of Securter Systems Inc. and David Edmunds was appointed Chief Financial Officer and Director.
Type Of Securities Being Issued
Type of securities being offered: Units
Voting rights: Each shareholder of the Corporation is entitled to notice of, and to attend and vote at, each meeting of shareholders on the basis of one vote for each common share held.
Dividends: Dividends will be paid on common shares from available net income if and when declared by the directors of the Issuer.
Rights on dissolution: All shares entitle the holders to participate rateably in the allocation and distribution of assets upon the dissolution or liquidation of the Issuer.
Conversion rights (describe what each security is convertible into): The Units are comprised of one common share and ½ Warrant. One full Warrant grants the holder the right to purchase one additional common share at a price of $0.25 per share. The Warrants expire two years after closing.
Other:
N/A
Summary of any other material restrictions or conditions that attach to the eligible securities being offered, such as tag-along, drag along or pre-emptive rights:
N/A
Offering Details
Total Amount ($) Total number of eligible securities issuable Minumum offering amount 5,000 50,000 Maximum offering amount 250000 2,500,000 Price per eligible security .10 Price per flow-through share Minimum investment amount per purchaser: $100
Note: The minimum offering amount stated in this offering document may be satisfied with funds that are unconditionally available to Securter Systems Inc. that are raised by concurrent distributions using other prospectus exemptions without having to amend this offering document.
Issuer's Business
Details about the issuer's industry and operations:
Summary
Securter Systems Inc. (https://securter.com) is a Canadian-based fintech company that is developing a ground-breaking payment processing technology that dramatically reduces the security risks associated with online purchases. The Securter™ Payment App allows consumers to use their credit or debit card directly without having to manually input their confidential card information. Securter’s patent-pending process turns a consumer’s mobile phone into their own payment terminal (personal card reader/POS), allowing them to tap or scan their credit/debit card on their own phone. Cards are now deemed present (CP) for the online transaction the same way they are when tapped or scanned in-person (in-store), allowing merchants to capture electronic data stored on the card and verify the transaction.
The 1st Stage launch of the Securter™Payment App including PCI DSS Certification is scheduled for Q2 2021. Following the completion of Phase 1 development, the unique payment processing solution will be rolled out and made available to merchants and consumers. Securter’s marketing campaign will encourage merchants to sign up to include the Securter payment option as part of their online check-out process, and consumers will be invited to download the Securter™Payment App to use for their online purchases.
Securter expects revenues to commence after the 1st Stage launch and successful Beta Testing is completed. The Company anticipates revenue to grow monthly and further ramp up after Phase 2 (Target December 2021). Phase 2 will also feature the ‘Tap’ and personalized “PIN” added to the technology.
Market
According to the Nilson Report, the leading global card and mobile payments trade publication, by 2023 total credit, debit and other payment card transaction volume is projected to reach $57 trillion. At the same time, gross card fraud is projected to reach $35.67 billion. The addition of EMV chips to credit cards along with EMV card readers (originally developed by Europay, Mastercard and Visa) made credit cards less susceptible to fraud when the physical card was present.
The Securter payment and online user authentication platform is based on remote processing of EMV chip technology embedded in credit and debit cards. The technology has been adapted to extend the EMV technology (currently intended for physical Point of Sales/POS) to secure EMV online payments. Securter’s technology leverages the EMV security features offered when a physical card is present (CP) in-store and makes it possible to turn online purchases into card present transactions. The Software application (protected through multiple patent-pending applications) transforms a consumer’s smartphone into a personal card reader or POS Terminal.
Technology
Criminals quickly moved their counterfeit fraud transactions to those when a credit card was not present (CNP), for example online transactions over public WiFi or websites that store credit card information as part of their payment system. Securter’s payment platform and mobile application software design provides cardholders with a secure method of payment using their own mobile device and utilizing built-in NFC (Near Field Communication) capabilities to transform their phone into a payment terminal.
The Payment App allows individuals to use their own phone to tap or scan their credit card to complete a transaction removing the risk of a consumer manually inputting their confidential card information to a website or providing it over the telephone. When making purchases using Securter’s payment processing technology, customers retain control of their card and card data, reducing the security risk and cost per transaction for merchants.
Legal structure of the issuer and the jurisdiction where the issuer is incorporated or organized:
The Issuer is a company incorporated pursuant to the Canada Business Corporations Act (CBCA)(s. 263)
Issuer's articles of incorporation, limited partnership agreement, shareholder agreement or similar documents are available to purchasers at:
McMillan LLP
Lawyers | Patent & Trade-mark Agents
Royal Centre, 1055 W. Georgia Street, Suite 1500
PO Box 11117
Vancouver, BC V6E 4N7Issuer's Operations
Has never conducted operations
Is in the development stage
Is currently conducting operations
Has shown profit in the last financial year
Financial statements available
Information for purchasers: If you receive financial statements from an issuer conducting a start-up crowdfunding distribution, you should know that those financial statements have not been provided to or reviewed by a securities regulatory authority or regulator. They are not part of this offering document. You should ask the issuer which accounting standards were used to prepare the financial statements and whether the financial statements have been audited. You should also consider seeking advice of an accountant or an independent financial adviser about the information in the financial statements.
Describe the number and type of securities of the issuer outstanding as at the date of the offering document. If there are securities outstanding other than the eligible securities being offered, please describe those securities.
Total securities outstanding as at the date of the offering is 28,811,000 common shares.
Use of Funds
Information on all funds previously raised and how they were used by the issuer:
A total of $447,670.00 has been raised by the Issuer. A total of $307,720.00 was raised from the sale of common shares to Digatrade Financial Corp. An additional $30,500.00 was raised from the sale of common shares to multiple shareholders. The Company has also received in-kind services from its management and technical team in the amount of $109,450.00. These funds are and have been used by the Issuer for patent applications, product development, website development, marketing plans and general working capital.
Description of intended use of funds listed in order or priority Total amount ($) Assuming minimum offering amount Assuming maximum offering amount Phase 1 Development & Certification 0 57000 Non-provisional patent application or application under PCT 0 20000 Marketing & Sales 0 30000 Legal & Audit 0 40000 Corporate Finance Fees 0 60000 General Working Capital 4600 23250 Portal Fees 400 19750 TOTAL 5000 250000 Previous Start-Up Crowdfunding Distributions
Details for each start-up crowdfunding distribution in which the issuer and each promoter, director, officer and control person of the issuer have been involved in any of the participating jurisdictions in the past five years:
The full legal name of the issuer that made the distribution: N/A
The name of the funding portal: N/A
Whether the distribution successfully closed, was withdrawn by the issuer or did not close because the minimum offering amount was not reached and the date on which any of these occurred: N/A
Compensation Paid To Funding Portal
The commission, fee and any other amounts expected to be paid by the issuer to the funding portal for this start-up crowdfunding distribution:
1. Compensation:
1.1 In consideration of the Services, Issuer agrees to pay to Vested the following fees:
(a) Set-Up Fee: Vested charges a one-time Set-Up fee (the “Set-Up Fee”) in the amount of $5,000. The Set-Up Fee is refundable upon meeting the crowdfunding minimum raise amount of $5,000. If the crowdfunding minimum is not met, Vested will retain the Set-Up Fee. The fee shall be credited to the final payment proceeds at closing.
(b) Portal Fee: Portal fee (the “Portal Fee”) shall be calculated as 5% of the aggregate amount of actual gross proceeds raised in the Offering (“Offering Proceeds”); payable upon each date funds are released to Issuer and automatically deducted from the Subscription Amounts pursuant to section 5.1 above.
(c) Payment Processing Fees: Payment processing fees (the “Processing Fees”) calculated as [2.9% of Offering Proceeds and further $0.30 per each Investor Subscription plus $200 for preparing the 45-106F1 report] shall be charged by Vested and/or its third-party payment processor and be automatically deducted from the Subscription Amounts released to the Issuer pursuant to section 5.1 above. The Processing Fees are subject to change without notice.
(d) Compensation Units: Issuer shall issue to Vested, at Offering Close, 200,000 Compensation Units (the "Compensation Units").
(Collectively, the "Fees").Risk Factors
Order of importance, starting with the most important, the main risks of investing in the issuer's business for the purchasers:
Investment in the Units is highly speculative given the proposed nature of the Issuer’s business and its present stage of development. The following are risk factors associated with the Issuer, but are not intended to be exhaustive or all-inclusive:
(a) The Issuer was only recently incorporated, has not commenced commercial operations and has no assets other than cash. It has no history of earnings and will not generate earnings or pay dividends in the near future.
(b) Investment in the Units is highly speculative given the proposed nature of the Issuer’s business and its present stage of development.
(c) The directors and officers of the Issuer will only devote a portion of their time to the business and affairs of the Issuer and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time.
(d) There can be no assurance that the Issuer will be successful in filing a prospectus, in which case the Units will have no economic value. The Units are subject to an indefinite hold period and the investor may have no ability to sell its Units.
(e) If the Units are converted to common shares, there can be no assurance that an active and liquid market for the Issuer’s common shares will develop, and an investor may find it difficult to resell its common shares.
(f) The Issuer has only limited funds with which to develop its products and identify and evaluate potential acquisitions. There can be no assurance that the Issuer will be able fund the further development of its products or to identify potentially suitable acquisitions.
(g) Even if a proposed transaction is identified, there can be no assurance that the Issuer will be able to successfully complete the transaction.
(h) Any transaction may be financed in all or part by the issuance of additional securities by the Issuer and this may result in dilution to the investor, which dilution may be significant and which may also result in a change of control of the Issuer.
As a result of these factors, an investment in the Units is only suitable for those investors who are willing to rely solely on the management of the Issuer and who can afford to lose their entire investment. Those investors who are not prepared to do so should not invest in the Units.
Reporting Obligations
Nature and frequency of any disclosure of information the issuer intends to provide to purchasers after the closing of the distribution and explain how purchasers can access this information:
The Issuer does not anticipate providing purchasers with any additional disclosure, except as may be required under applicable laws.
Resale Restrictions
The securities you are purchasing are subject to a resale restriction. You may never be able to resell the securities.
Purchaser's Rights
If you purchase these securities, your rights may be limited and you will not have the same rights that are attached to a prospectus under applicable securities legislation. For information about your rights you should consult a lawyer. You can cancel your agreement to purchase these securities. To do so, you must send a notice to the funding portal within 48 hours of your subscription. If there is an amendment to this offering document, you can cancel your agreement to purchase these securities by sending a notice to the funding portal within 48 hours of receiving notice of the amendment.
The offering of securities described in this offering document is made pursuant to a start up crowdfunding registration and prospectus exemptions order issued by the securities regulatory authority or regulator in each participating jurisdiction exempting the issuer from the prospectus requirement and the funding portal from the registration requirement.
- Position at Issuer: Co-Founder, Director and CEO
- Municipality of Residence: Bradford, ON
- Email Address: N/A
- Principal Occupation for the Last Five Years: Founder, CEO and Director
About:
Co-Founder/CEO Practical Engineer (Architecture). 20 years of experience in entrepreneurship. Previously developed social network techniques that have since become widely adopted. Highly practical approach to idea implementation.
- Position at Issuer: Director
- Municipality of Residence: Vancouver, BC
- Email Address: investor@securter.com
- Principal Occupation for the Last Five Years: Director, President & CEO at Digatrade Financial Corp.
About:
Director – 24 years of experience in finance and business administration offering strategic services to private and public companies. Experience includes Financial Technology, Blockchain, Decentralized Finance, Digital Asset Trading Platforms. Mr. Moynes brings to his directorship of Securter an exceptional level of accomplishment and familiarity in the realm of corporate finance, strategic funding mechanisms, acquisitions and digital marketing.
- Position at Issuer: Director, Chief Financial Officer
- Municipality of Residence: Vancouver, BC
- Email Address: N/A
- Principal Occupation for the Last Five Years: Businessman
About:
Mr. Edmunds is a Chartered Professional Accountant with over 25 years’ experience as Chief Financial Officer or senior financial executive in mature and early-stage companies, both public and private, in a wide range of industries, including hi-tech manufacturing, software development and alternative energy.
All Team Members & Relevant Parties
Steve Epstein
Bradley Moynes
David Edmunds
News & Updates
SECURTER ANNOUNCES LAUNCH OF CROWDFUNDING CAMPAIGN JUNE 7 2021
Read NowSECURTER ANNOUNCES CFO AND DIRECTOR APPOINTMENT
Read NowSECURTER PROVIDES INVESTOR UPDATE 10 DAYS REMAIN ON CROWDFUNDING
Read NowSECURTER PROVIDES SHAREHOLDER UPDATE
Read NowSECURTER ANNOUNCES ADDITIONAL PATENT APPLICATION RESULTS BOARD AND MANAGEMENT APPOINTMENTS IPO AND FUNDING UPDATE
Read Now48 Investors Needed
Offering up to 2,500,000 Units at $ 0.10
Minimum Investment: $100
Funding Closed
102 Investors (Seeking 150)
This project will only be financed if at least $5,000 is raised by Sep 05, 2021
Note: All funds are expressed in Canadian dollars.