The present invention is a method, circuit and system for determining a reference voltage to be used in reading cells programmed to a given program state. Some embodiments of the present invention relate to a system, method and circuit for establishing a set of operating reference cells to be used in operating (e.g. reading) cells in a NVM block or array. As part of the present invention, at least a subset of cells of the NVM block or array may be read and the number of cells found at a given state associated with the array may be compared to one or more check sum values obtained during programming of the at least a subset of cells. A Read Verify threshold reference voltage associated with the given program state or associated with an adjacent state may be adjusted based on the result of the comparison.