**UNITED
      STATES SECURITIES AND**


**EXCHANGE
      COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-Q**





**QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF**


**THE
      SECURITIES EXCHANGE ACT OF 1934**





For
      the
      Quarter Ended June 30, 2008


*Commission
      File No* ***.
      000-27407***




**Versa
      Card Inc.**


(Formerly
      “Intrepid Global Imaging 3D, Inc.”)


(Exact
      name of small business issuer as specified in its charter)




**DELAWARE**
            
            **98-0187705**(State
                or other jurisdiction of
            
            (I.R.S.
                Employerincorporation
                or organization)
            
            Identification
                No.)




**1615
      Walnut Street, 3** **rd** **Floor. Philadelphia, PA 19103**


(Address
      of principal executive office) (Postal Code)




**(215)
      972-1717**


(Registrant’s
      telephone number)





Check
      whether the Issuer: (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
      30
      days: Yes x 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
      definition of accelerated filer and large accelerated filer in Rule 12b-12
      of
      the Exchange Act (Check one):





Large
      Accelerated filer  ̈ Accelerated filer  ̈ Non-accelerated filer  ̈ Smaller
      Reporting Company x





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


Yes  ̈ No x




The
      number of issued and outstanding of the registrant's common stock, $0.001 par
      value (the only class of voting stock), as of June 30, 2008 was 50,009,682.













**PART
      I. FINANCIAL INFORMATION**





**ITEM
      1. FINANCIAL STATEMENTS**





**VERSA
                CARDS, INC.(f / k / a Intrepid Global Imaging 3D, Inc.)****(A
                Development Stage Company)****CONSOLIDATED
                BALANCE SHEETS**





**June 30,**
            
            **December 31,****2008**
            
            **2007**(Unaudited)
            
            (Audited)**ASSETS**CURRENT
                ASSETS:Cash
                and cash equivalents
            
            $
            -
            
            $
            10,198Receivable
                from former related party
            
            
            17,169
            
            
            17,169Prepaid
                expenses
            
            
            3,122
            
            
            3,122Total
                current assets
            
            
            20,291
            
            
            30,489Investment
                in subsidiary - A
            
            
            18,000
            
            
            -Investment
                in subsidiary - B
            
            
            20,000
            
            
            -Total
                Investment in subsidiaries
            
            
            38,000
            
            
            -TOTAL
                ASSETS
            
            $
            58,291
            
            $
            30,489**LIABILITIES
                AND STOCKHOLDERS' DEFICIT**CURRENT
                LIABILITIESAccounts
                payable and accrued liabilities
            
            $
            892,214
            
            $
            742,077Notes
                payable
            
            
            28,607
            
            
            10,155Due
                to former related parties
            
            
            56,016
            
            
            56,016Total
                current liabilities
            
            
            976,837
            
            
            808,248COMMITMENTS
                AND CONTINGENCIESSTOCKHOLDERS'
                DEFICITCommon
                stock, $0.001 par value, 100,000,000 shares authorized, 50,009,682
                and
                6,906,579 issued and outstanding at June 30, 2008 and December 31,
                2007
                respectively
            
            
            50,010
            
            
            6,907Common
                stock issuable: 0 and 18,750 shares at June 30, 2008 and December
                31,
                2007, respectively
            
            
            -
            
            
            19Subscription
            
            
            50,000
            
            
            -Additional
                paid-in capital
            
            
            13,326,202
            
            
            13,326,202Accumulated
                deficit
            
            
            (8,143,573
            )
            
            (8,143,573
            )Accumulated
                deficit during development stage
            
            
            (6,201,185
            )
            
            (5,967,314
            )Total
                stockholders’ deficit
            
            
            (918,546
            )
            
            (777,759
            )TOTAL
                LIABILITIES AND STOCKHOLDERS' DEFICIT
            
            $
            58,291
            
            $
            30,489





See
      notes
      to consolidated financial statements.








**VERSA
                CARDS, INC.(f / k / a Intrepid Global Imaging 3D, Inc.)****(A
                Development Stage Company)****CONSOLIDATED
                STATEMENTS OF OPERATIONS (Unaudited)**





**Period January 1,****2005 (Date of****Three Months Ended**
            
            **Six Months Ended**
            
            **Inception) Through****June 30,**
            
            **June 30,**
            
            **June 30, 2008****2008**
            
            **2007**
            
            **2008**
            
            **2007**REVENUE
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -EXPENSES:Website
                planning costs
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            144,406Impairment
                of website development costs
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            477,275General
                and administrative expenses (including stock based
                compensation
            
            
            140,659
            
            
            966,948
            
            
            233,871
            
            
            1,009,446
            
            
            5,554,504Total
                costs and expenses
            
            
            140,659
            
            
            966,948
            
            
            233,871
            
            
            1,009,446
            
            
            6,176,185NET
                LOSS FROM CONTINUED OPERATIONS
            
            
            (140,659
            )
            
            (966,948
            )
            
            (233,871
            )
            
            (1,009,446
            )
            
            (6,176,185
            )LOSS
                FROM DISCONTINUED OPERATIONS
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (25,000
            )NET
                LOSS
            
            $
            (140,659
            )
            $
            (966,948
            )
            $
            (233,871
            )
            $
            (1,009,446
            )
            $
            (6,201,185
            )NET
                LOSS PER SHARE:Basic
                and Diluted
            
            $
            -
            
            $
            (0.16
            )
            $
            -
            
            $
            (0.17
            )WEIGHTED-AVERAGE
                SHARESBasic
                and Diluted
            
            
            50,009,682
            
            
            6,209,504
            
            
            49,774,146
            
            
            6,077,042





See
                notes to consolidated financial
                statements.





**VERSA
                CARDS, INC.(f / k / a Intrepid Global Imaging 3D, Inc.)****(A
                Development Stage Company)****CONSOLIDATED STATEMENTS
                OF CASH FLOWS (Unaudited)******





**Period January 1,****2005 (Date of****Six Months Ended**
            
            **Inception) Through****June 30,**
            
            **June 30,****2008**
            
            **2007**
            
            **2008**CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                loss
            
            $
            (233,871
            )
            $
            (1,009,446
            )
            $
            (6,201,185
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Accrued
                interest
            
            
            305
            
            
            290
            
            
            894Impairment
                of license agreement
            
            
            -
            
            
            -
            
            
            25,000Impairment
                of website development cost
            
            
            -
            
            
            -
            
            
            477,275Issuance
                of common stock for services
            
            
            43,084
            
            
            145,500
            
            
            956,198Issuance
                of common stock for bonuses
            
            
            -
            
            
            805,875
            
            
            4,045,124Changes
                in assets and liabilities:Receivable
                from related party
            
            
            -
            
            
            (16,269
            )
            
            (17,169
            )Prepaids
                expenses
            
            
            -
            
            
            -
            
            
            (3,122
            )Accounts
                payable and accrued liabilities
            
            
            150,137
            
            
            (1,563
            )
            
            380,382Due
                to former related parties
            
            
            -
            
            
            -
            
            
            (10,851
            )Net
                cash used in operating activities
            
            
            (40,345
            )
            
            (75,613
            )
            
            (347,454
            )CASH
                FLOWS FROM INVESTING ACTIVITIES:Website
                development cost
            
            
            -
            
            
            -
            
            
            (11,801
            )Investment
                in subsidiaries
            
            
            (38,000
            )
            
            -
            
            
            (38,000
            )Net
                cash used in investing activities
            
            
            (38,000
            )
            
            -
            
            
            (49,801
            )CASH
                FLOWS FROM FINANCING ACTIVITIES:Payment
                on notes payable
            
            
            -
            
            
            -
            
            
            (52,362
            )Proceeds
                from notes payable
            
            
            -
            
            
            -
            
            
            19,067Payment
                on loans payable
            
            
            -
            
            
            -
            
            
            (28,387
            )Proceeds
                from subscription payable
            
            
            50,000
            
            
            -
            
            
            50,000Proceeds
                from advances payable
            
            
            18,147
            
            
            -
            
            
            46,002Proceeds
                from sales of common stock and warrants
            
            
            -
            
            
            80,015
            
            
            356,515Net
                cash provided by financing activities
            
            
            68,147
            
            
            80,015
            
            
            390,835NET
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
            
            
            (10,198
            )
            
            4,402
            
            
            (6,420
            )BEGINNING
                OF PERIOD
            
            
            10,198
            
            
            1,828
            
            
            6,420END
                OF PERIOD
            
            $
            -
            
            $
            6,230
            
            $
            -Supplementary
                disclosure of cash flow information:Cash
                paid for interest
            
            $
            -
            
            $
            -
            
            $
            -Cash
                paid for taxes
            
            $
            -
            
            $
            -
            
            $
            -





See
                notes to consolidated financial
                statements.





**VERSA
      CARD, INC. (f / k/ a Intrepid Global Imaging 3D, Inc.)**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**June
      30, 2008**


**(Unaudited)**




**NOTE
      1 - DESCRIPTION OF BUSINESS**




Versa
      Card, Inc. (formerly known as Intrepid Global Imaging 3D, Inc., MangaPets,
      Inc.
      and Newmark Ventures, Inc.) (the “Company”) is a development stage company which
      was incorporated in Delaware on March 4, 1998 to acquire interests in various
      business operations and assist in their development.




Since
      inception, the Company had engaged in and contemplated several ventures and
      acquisitions, many of which were not consummated, including, but not limited
      to,
      developing a web portal, identifying acquisition ventures in the technology
      sector and satisfying continuous public disclosure requirements. During the
      fourth quarter of 2007 and thereafter, the Company has focused on consummating
      the transaction with a smartcard/ e-purse company, First Versatile Smartcard
      Solutions Corporation (FVS), while also continuing to explore the development
      of
      its web portal. On April 28, 2008, the Company entered into an agreement to
      acquire all outstanding equity securities of First Versatile Smartcard Solutions
      Corporation (“FVS”), which will become a wholly-owned subsidiary of the Company.
      FVS now provides a transnational electronic payment or e-purse system using
      a
      third generation smart card technology and central clearing house (“Versa Card”)
      that can be used, *inter
      alia,* to pay
      for purchases, bills, and other transactions related to mass transit systems,
      convenience stores, fast-food outlets, telecommunications, gas, electricity,
      water and other utilities, healthcare institutions, gas stations, drugstores,
      supermarkets, ATMs, banks, credit cards, cell phones, vending machines, toll
      roads, parking, and other commercial establishments. Versa Card can also store
      and secure important data, including, but not limited to, medical,
      identification, corporate payroll and disbursement, and other information,
      and
      can be used as a national identification card, a national school identification
      card, a national voting card, a medical insurance card, and a corporate payroll
      card which can track disbursements. The Company spent the quarter ended June
      30,
      2008 effectuating the items to close the transaction between FVS and the Company
      and did not conduct any other business during the quarter. While FVS has
      definitely agreed that all of its outstanding equity securities are to be
      acquired by the Company, some technical closing matters remained outstanding
      as
      of June 30, 2008 and were effectuated after June 30, 2008.





The
      financial statements are presented on the basis that the Company is a going
      concern, which contemplates the realization of assets and the satisfaction
      of
      liabilities in the normal course of business over a reasonable length of time.
      The financial statements do not include any adjustments that might result from
      the outcome of these uncertainties. The Company has incurred operating losses
      since its inception. This condition raises substantial doubt as to the Company’s
      ability to continue as a going concern as such continuance is dependent upon
      the
      Company’s ability to raise sufficient capital.





The
      accompanying interim unaudited financial information has been prepared pursuant
      to the rules and regulations of the Securities and Exchange Commission (SEC).
      Certain information and footnote disclosures normally included in financial
      statements prepared in accordance with accounting principles generally accepted
      in the United States of America have been condensed or omitted pursuant to
      such
      rules and regulations. In the opinion of management, all adjustments, consisting
      only of normal recurring adjustments, necessary to present fairly the financial
      position of the Company as of June 30, 2008 and the related operating results
      and cash flows for the interim period presented have been made. The results
      of
      operations of such interim periods are not necessarily indicative of the results
      of the full year. This financial information should be read in conjunction
      with
      the Consolidated Financial Statements and Notes thereto included in the
      Company’s Annual Report on Form 10-KSB for the year ended December 31, 2007.
      There have been no changes in significant accounting policies since December
      31,
      2007.





**NOTE
      2 - CHANGE IN BUSINESS**





On
      April
      28, 2008, the Company entered into a stock purchase agreement with MacKay Group
      Limited (“MKG”), the sole shareholder of FVS, to acquire all outstanding equity
      securities of FVS (the “FVS Transaction”). As a result of the FVS
      Transaction:









·
            The
                Company issued, under Section 4(2) of the Securities Act, 18,000,000
                shares of common stock to MKG in exchange for all outstanding equity
                securities of FVS (such shares were issued in November 2007 pending
                consumation of the FVS
                Transaction).


·
            FVS
                will be a wholly owned subsidiary of the
                Company;


·
            MKG
                holds approximately 60% of the Company’s common stock;
                and


·
            The
                Company has entered the smartcard business by providing a transnational
                electronic payment or e-purse system using a third generation smart
                card
                technology and central clearing house that can be used,*inter
                alia,*to
                pay for purchases, bills, and other transactions related to mass
                transit
                systems, retail, utilities, banking and other commercial establishments.





As
      a
      result of the FVS Transaction, the Board of Directors: (a) increased the
      number of Directors from 1 member to 3 members; (b) accepted the
      resignation of Richard Specht as a Director and Officer; (c) appointed
      James R. MacKay, Zacarias Rivera, and Dr. Donovan as Directors; and
      (d) elected James R. MacKay, Chief Executive Officer and Dr. Donovan,
      Secretary.




**NOTE
      3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**




**Principals
      of Consolidation**




The
      consolidated financial statements include the accounts of the Company and any
      wholly owned subsidiaries. All material inter-company transactions and balances
      have been eliminated in consolidation.





**Use
      of Estimates**





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires management to make estimates
      and assumptions that affect the reported amounts of assets and liabilities
      at
      the date of the financial statement and the reported amounts of revenues and
      expenses during the reporting period. Estimates that are critical to the
      accompanying financial statements arise from the determination of the fair
      value
      of the Company’s investment. Because such determination involves subjective
      judgment, it is at least reasonably possible that the Company’s estimates could
      change in the near term with respect to this matter.





**Fair
      Value of Financial Instruments**





Cash
      and
      cash equivalents, prepaid expenses and other current assets, accounts payable
      and accrued expenses, as reflected in the consolidated financial statements,
      approximate fair value because of the short-term maturity of these instruments.
      Fair value estimates are made at a specific point in time, based on relevant
      market information and information about the financial instrument. These
      estimates are subjective in nature and involve uncertainties and matters of
      significant judgment and therefore cannot be determined with precision. Changes
      in assumptions could significantly affect the estimates.





**Revenue
      Recognition**





The
      Company has adopted and follows the guidance provided in the SEC’s Staff
      Accounting Bulletin (“SAB”) No. 104, which provides guidance on the recognition,
      presentation and disclosure of revenue in the financial statements.





**Warrants**





The
      Company issues warrants and subscriptions to purchase the Company’s common stock
      in conjunction with debt and certain preferred stock issues. Warrants are
      accounted for in accordance with the provisions of Accounting Principles
      Bulletin (“APB”) No. 14, *Accounting
      for Convertible Debt and Debt Issued with Stock Purchase Warrants* (“APB
      No.14”) and Emerging Issues Task Force (“EITF”) No. 00-19, *Accounting
      for Derivative Financial Instruments Accounting for Derivative Financial
      Instruments Indexed to or Potentially Settled in Indexed to or Potentially
      Settled in a Company’s Own Stock* (“EITF
      00-19”). The fair value of warrants granted in conjunction with debt and equity
      issuances is estimated on the grant date using the Black-Scholes option pricing
      model. The value of warrants is separated from the total consideration of each
      issue and included as an element of additional paid-in capital.










**Net
      Loss Per Share**





Basic
      and
      diluted net losses per common share are presented in accordance with SFAS
      No.128, Earning per Share, for all periods presented. Stock subscriptions,
      options and warrants have been excluded from the calculation of the diluted
      loss
      per share for the periods presented in the statements of operations, because
      all
      such securities were anti-dilutive. The net loss per share is calculated by
      dividing the net loss by the weighted average number of shares outstanding
      during the periods.





**Reclassification**





Certain
      amounts in the prior year consolidated financial statements have been
      reclassified for comparative purposes to conform to the presentation in the
      current year consolidated financial statements.





**NOTE
      4 – RECENT ACCOUNTING PRONOUNCEMENTS**





**Determining
      Whether Instruments Granted in Share-Based Payment Transactions Are
      Participating Securities**





In
      June 2008, the Financial Accounting Standards Board (“FASB”) issued FSP
      Emerging Issues Task Force (“EITF”) Issue No. 03-6-1, “Determining Whether
      Instruments Granted in Share-Based Payment Transactions Are Participating
      Securities.” The FSP addresses whether instruments granted in share-based
      payment transactions are participating securities prior to vesting and,
      therefore, need to be included in the earnings allocation in computing earnings
      per share under the two-class method. The FSP affects entities that accrue
      dividends on share-based payment awards during the awards’ service period when
      the dividends do not need to be returned if the employees forfeit the award.
      This FSP is effective for fiscal years beginning after December 15, 2008.
      The Company is currently assessing the impact of FSP EITF No. 03-6-1 on its
      consolidated financial position and results of operations.





**Determining
      Whether an Instrument (or an Embedded Feature) Is Indexed to an entity's Own
      Stock**





In
      June
      2008, the FASB ratified EITF Issue No. 07-5, "Determining Whether an Instrument
      (or an Embedded Feature) Is Indexed to an Entity's Own Stock" (EITF No. 07-5).
      EITF No. 07-5 provides that an entity should use a two step approach to evaluate
      whether an equity-linked financial instrument (or embedded feature) is indexed
      to its own stock, including evaluating the instrument's contingent exercise
      and
      settlement provisions. It also clarifies on the impact of foreign currency
      denominated strike prices and market-based employee stock option valuation
      instruments on the evaluation. EITF No. 07-5 is effective for fiscal years
      beginning after December 15, 2008. The Company is currently assessing the impact
      of EITF No. 07-5 on its consolidated financial position and results of
      operations.





**Accounting
      for Convertible Debt Instruments That May Be Settled in Cash upon Conversion
      (Including Partial Cash Settlement)**





In
      May 2008, the FASB issued FSP Accounting Principles Board (“APB”) Opinion
      No. 14-1, “Accounting for Convertible Debt Instruments That May Be
      Settled in Cash upon Conversion (Including Partial Cash Settlement).” The FSP
      clarifies the accounting for convertible debt instruments that may be settled
      in
      cash (including partial cash settlement) upon conversion. The FSP requires
      issuers to account separately for the liability and equity components of certain
      convertible debt instruments in a manner that reflects the issuer's
      nonconvertible debt (unsecured debt) borrowing rate when interest cost is
      recognized. The FSP requires bifurcation of a component of the debt,
      classification of that component in equity and the accretion of the resulting
      discount on the debt to be recognized as part of interest expense in our
      consolidated statement of operations. The FSP requires retrospective application
      to the terms of instruments as they existed for all periods presented. The
      FSP
      is effective for us as of January 1, 2009 and early adoption is not permitted.
      The Company is currently evaluating the potential impact of FSP APB No. 14-1
      upon its consolidated financial statements.









**The
      Hierarchy of Generally Accepted Accounting Principles**




In
      May
      2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No.
      162, "The Hierarchy of Generally Accepted Accounting Principles" (FAS No.162).

      SFAS No. 162 identifies the sources of accounting principles and the framework
      for selecting the principles used in the preparation of financial statements.
      SFAS No. 162 is effective 60 days following the SEC's approval of the Public
      Company Accounting Oversight Board amendments to AU Section 411, "The Meaning
      of
      Present Fairly in Conformity with Generally Accepted Accounting Principles".
      The
      implementation of this standard will not have a material impact on the Company's
      consolidated financial position and results of operations.




**Determination
      of the Useful Life of Intangible Assets**




In
      April
      2008, the FASB issued FASB Staff Position on Financial Accounting Standard
      (“FSP
      FAS”) No. 142-3, “Determination of the Useful Life of Intangible Assets”, which
      amends the factors that should be considered in developing renewal or extension
      assumptions used to determine the useful life of intangible assets under
      SFAS No. 142 “Goodwill and Other Intangible Assets”.  The intent of this
      FSP is to improve the consistency between the useful life of a recognized
      intangible asset under SFAS No. 142 and the period of the expected cash flows
      used to measure the fair value of the asset under SFAS No. 141 (revised 2007)
      “Business Combinations” and other U.S. generally accepted accounting
      principles.    The Company is currently evaluating the potential
      impact of FSP FAS No. 142-3 on its consolidated financial
      statements.




**Disclosure
      about Derivative Instruments and Hedging Activities**




In
      March
      2008, the FASB issued SFAS No. 161, “Disclosure about Derivative Instruments and
      Hedging Activities, an amendment of SFAS No. 133”, (SFAS 161). This statement
      requires that objectives for using derivative instruments be disclosed in terms
      of underlying risk and accounting designation. The Company is required to adopt
      SFAS No. 161 on January 1, 2009. The Company is currently evaluating the
      potential impact of SFAS No. 161 on the Company’s consolidated financial
      statements.




**Business
      Combinations**




In
      December 2007, the FASB issued SFAS No. 141(R) “Business Combinations” (SFAS
      141(R)). This Statement replaces the original SFAS No. 141. This Statement
      retains the fundamental requirements in SFAS No. 141 that the acquisition
      method of accounting (which SFAS No. 141 called the purchase method) be used
      for
      all business combinations and for an acquirer to be identified for each business
      combination. The objective of SFAS No. 141(R) is to improve the relevance,
      and
      comparability of the information that a reporting entity provides in its
      financial reports about a business combination and its effects. To accomplish
      that, SFAS No. 141(R) establishes principles and requirements for how the
      acquirer:




a.
            Recognizes
                and measures in its financial statements the identifiable assets
                acquired,
                the liabilities assumed, and any noncontrolling interest in the
                acquiree.


b.
            Recognizes
                and measures the goodwill acquired in the business combination or
                a gain
                from a bargain purchase.


c.
            Determines
                what information to disclose to enable users of the financial statements
                to evaluate the nature and financial effects of the business
                combination.




This
      Statement applies prospectively to business combinations for which the
      acquisition date is on or after the beginning of the first annual reporting
      period beginning on or after December 15, 2008 and may not be applied before
      that date. The Company is unable at this time to determine the effect that
      its
      adoption of SFAS No. 141(R) will have on its consolidated results of operations
      and financial condition.




**Noncontrolling
      Interests in Consolidated Financial Statements—an amendment of ARB No.
      51**




In
      December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in
      Consolidated Financial Statements – an amendment of ARB No. 51” (SFAS No.
      160). This Statement amends the original Accounting Review Board (ARB) No.
      51
“Consolidated Financial Statements” to establish accounting and reporting
      standards for the noncontrolling interest in a subsidiary and for the
      deconsolidation of a subsidiary. It clarifies that a noncontrolling interest
      in
      a subsidiary is an ownership interest in the consolidated entity that should
      be
      reported as equity in the consolidated financial statements. This Statement
      is
      effective for fiscal years and interim periods within those fiscal years,
      beginning on or after December 15, 2008 and may not be applied before that
      date.
      The Company is unable at this time to determine the effect that its adoption
      of
      SFAS No. 160 will have on its consolidated results of operations and financial
      condition.









**Fair
      Value Measurements**




In
      September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
      No. 157). SFAS No. 157 provides guidance for using fair value to measure assets
      and liabilities. SFAS No. 157 addresses the requests from investors for expanded
      disclosure about the extent to which companies’ measure assets and liabilities
      at fair value, the information used to measure fair value and the effect of
      fair
      value measurements on earnings. SFAS No. 157 applies whenever other standards
      require (or permit) assets or liabilities to be measured at fair value, and
      does
      not expand the use of fair value in any new circumstances. In February 2008,
      the
      FASB issued FSP FAS No. 157-2, “Effective Date of FASB Statement No. 157”.
      This FSP delays the effective date of SFAS No. 157 for all nonfinancial assets
      and nonfinancial liabilities, except those that are recognized or disclosed
      at
      fair value on a recurring basis (at least annually) to fiscal years beginning
      after November 15, 2008, and interim periods within those fiscal years. The
      Company is unable at this time to determine the effect that its adoption of
      SFAS
      No. 157 will have on its consolidated results of operations and financial
      condition.





**NOTE
      5 – LEGAL MATTERS**





In
      March
      2008, Kent Caraquero, Leslie Lounsbury, Riverside Manitoba, Inc. and Tyeee
      Capital Consultants, Inc. filed suit against the Company, Richard Specht, Rene
      Hamouth, Hamouth Family Trust, William R. Dunavant, and William R. Dunavant
      Family Holdings, Inc. The suit was filed in The United States District Court,
      Middle District of Florida and requests damages in an unspecified amount and
      injunctive relief for various breaches of contract and securities violations.
      The Company has contacted the Plaintiffs’s attorney and is in the process of
      attempting to the settle the claims as they pertain to the Company. There is
      however, no assurance that the Company will be able to settle the
      matter.





On
      January 29, 2007, the Company entered into an agreement with Intrepid World
      Communications Corp. (“IWC”) which provided that the Company would merge with
      IWC. At the time that the agreement was executed, the Company issued 20,000,000
      shares of our restricted common stock to James Fischback. These shares were
      issued and delivered to him on condition that the merger would be consummated.
      However, the merger was never consummated.  When IWC failed to return
      the shares, the Company filed suit in Delaware for cancellation of such
      shares.




**NOTE
      6 - SUBSEQUENT EVENTS**




In
      July
      2008, the Company was appointed the exclusive provider of health insurance
      medical smartcards for a Chinese national healthcare joint venture arranged
      by
      James MacKay and the MacKay Group called Worldwide Lifecare Limited (the
“Carelife JV”). The Carelife JV will provide comprehensive medical technology
      and services throughout China.




The
      Carelife JV will open a network across China of medical clinic centers, call
      centers and data centers for R&D. The first medical clinic center will open
      in October 2008 at Carelife’s China Headquarters in Shanghai. In partnership
      with China’s National Labor Union and funded with an investment by Chinese
      Government and others of approximately US$363 million, the Carelife JV will
      open
      more than 500 medical clinic centers across China before 2012 at different
      Labor
      Union centers covering 60% of China’s urban population. This national network
      will be part of China’s national healthcare program to instill best healthcare
      management practices and to address critical problems related to its aging
      population. China’s top insurance companies (China Life Insurance and Ping An
      Insurance) and top bank, China Industrial Commercial Bank, have agreed to refer
      subscribers, employees, and clients to join the Carelife network.




The
      Carelife JV will provide leading medical technology and services through this
      national 500+ medical clinic center network. The medical clinic centers will
      also introduce medical technology and services to hospitals and government-owned
      medical care units for China’s general population.




The
      Company will provide a healthcare medical smartcard for the Carelife JV. The
      medical smartcard will allow Carelife members to make membership,
      healthcare-related and other payments, including from funds deposited by China’s
      leading healthcare insurers and Chinese Government. The medical smartcard will
      provide an electronic data base for members’ medical records and history and
      allow remote access to this information for members’ healthcare providers. The
      medical smartcard will be co-branded with China’s leading banks and will be used
      by China’s top two insurance companies (Ping An and China Life).










**ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**





The
      following discussion and analysis should be read in conjunction with our
      Financial Statements and Notes thereto appearing elsewhere in this
      document .





Certain
      statements contained in this "Management's Discussion and Analysis of Financial
      Condition and Results of Operations" and elsewhere in this report are
      forward-looking statements that involve risks and uncertainties. These
      statements relate to future events or our future financial performance. In
      some
      cases, forward-looking statements can be identified by terminology such as
      "may," "will", "should", "expect", "anticipate", "intend", "plan", "believe",
      "estimate", "potential", or "continue", the negative of these terms or other
      comparable terminology. These statements involve a number of risks and
      uncertainties. Actual events or results may differ materially from any
      forward-looking statement as a result of various factors, including those
      described above and in the Company’s last Form 10-KSB for 2006 and 2005 under
      "Risk Factors". We have no obligation to release publicly the result of any
      revisions to any of our "forward-looking statements" to reflect events or
      circumstances that occur after the date of this Report or to reflect the
      occurrence of other unanticipated events .





**AS
      A RESULT OF THE FVS TRANSACTION, THE COMPANY ENTERS THE SMARTCARD/ E-PURSE
      BUSINESS**




As
      a
      result of the FVS Transaction, the Company, through its wholly owned subsidiary,
      FVS, changed its business to provide a transnational electronic payment or
      e-purse system using a third generation smart card technology and central
      clearing house (“Versa Card”) that can be used,*inter
      alia,*to pay
      for purchases, bills, and other transactions related to mass transit systems,
      convenience stores, fast-food outlets, telecommunications, gas, electricity,
      water and other utilities, healthcare institutions, gas stations, drugstores,
      supermarkets, ATMs, banks, credit cards, cell phones, vending machines, toll
      roads, parking, and other commercial establishments. Versa Card can also store
      and secure important data, including, but not limited to, medical,
      identification, corporate payroll and disbursement, and other information,
      and
      can be used as a national identification card, a national school identification
      card, a national voting card, a medical insurance card, and a corporate payroll
      card which can track disbursements.




The
      Company believes that FVS is strategically placed to be a leader in the
“Smartcard/Cashless Revolution” and a leading provider of integrated smartcard
      technology in Asia. FVS has established strategic alliances with prominent
      government, industry, and banking leaders, in the Philippines, China, India,
      Japan, Hong Kong, Macau, Singapore, and the Middle East. FVS has relationships
      with various industry partners in transit operations, telecommunications,
      banking, smart card technology, loyalty, system integration, and merchants
      to
      make FVS’s smart card systems available in as many places as possible. FVS’
initial operations are in the Philippines with a roll out year one of several
      millions of cards, focusing around mass transit systems, convenience stores,
      fast-food outlets, telecommunications, and other commercial establishments
      in
      the Greater Metro Manila Region. Discussions are also taking place to use
      millions of Versa Cards in, *inter
      alia* ,
      China
      and India, in connection with, *inter
      alia* ,
      medical
      and other equipment as part of certain government initiatives.




The
      Company spent the quarter ended June 30, 2008 closing the transaction between
      FVS and the Company.




The
      Company’s history of operations have been limited to developing a web portal,
      identifying acquisition ventures in the technology sector and satisfying
      continuous public disclosure requirements.









**Results
      of Operations**




The
      unaudited financial statements as of June 30, 2008 and for the three and six
      months ended June 30, 2008 and 2007 have been prepared in accordance with
      accounting principles generally accepted in the United States for interim
      financial information and with instructions to Form 10-Q. In the opinion of
      management, the unaudited financial statements have been prepared on the same
      basis as the annual financial statements and reflect all adjustments, which
      include only normal recurring adjustments, necessary to present fairly the financial position as of June 30, 2008 and
      the
      results of operations and cash flows for the periods ended June 30, 2008 and
      2007. The financial data and other information disclosed in these notes to
      the
      interim financial statements related to these periods are unaudited. The results
      for the three and six months ended June 30, 2008 are not necessarily indicative
      of the results to be expected for any subsequent quarter of the entire year
      ending December 31, 2008.




Certain
      information and footnote disclosures normally included in financial statements
      prepared in accordance with accounting principles generally accepted in the
      United States have been condensed or omitted pursuant to the Securities and
      Exchange Commission’s rules and regulations. These Unaudited financial
      statements should be read in conjunction with our audited financial statements
      and notes thereto for the year ended December 31, 2007 as included in our report
      on Form 10-KSB-A.




*Comparison
      of the three month period ended June 30, 2008 with the three month period ended
      June 30, 2007.*





There
      were no sales and we did not incur any cost of sales in the three months ended
      June 30, 2008 and 2007.





The
      total
      operating expenses for the three months ended June 30, 2008 and June 30, 2007
      were $140,659 and $966,948, respectively, representing a decrease of $826,289
      or
      85.5%. This decrease is due primarily to stock based compensation expenses
      in
      2007. Total operating expenses for the three months ended June 30, 2008 were
      related to selling, general and administrative expenses.





As
      a
      result of the foregoing, we incurred a net loss of $140,659 for the three months
      ended June 30, 2008, compared to $966,948 for the three months ended June 30,
      2007, a decrease in net loss of $826,289, or 85.5%.





*Comparison
      of the six month period ended June 30, 2008 with the six month period ended
      June
      30, 2007.*





There
      were no sales and we did not incur any cost of sales in the six months ended
      June 30, 2008 and 2007.





The
      total
      operating expenses for the six months ended June 30, 2008 and June 30, 2007
      were
      $233,871 and $1,009,446, respectively, representing a decrease of $775,575
      or
      76.9%. This decrease is due primarily to stock based compensation expenses
      in
      2007. Total operating expenses for these six months were related to selling,
      general and administrative expenses.





As
      a
      result of the foregoing, we incurred a net loss of $233,871 for the six months
      ended June 30, 2008, compared to $1,009,446 for the six months ended June 30,
      2007, a decrease in net loss of $775,575, or 76.9%.




**Losse** s




For
      the
      period from January 1, 2005 (date upon which the Company re-entered the
      development stage) to June 30, 2008, the Company recorded cumulative operating
      losses of $6,201,185. The majority of the Company’s operating losses are
      attributable to general and administrative expenses of $5,554,504 and costs
      in
      connection with the planning and impairment of the web portal of $477,275.
      The
      Company did not generate any revenues during this period. The Company expects
      to
      continue to incur net losses in future periods until such time as it can
      generate revenue. For fiscal year 2008, the Company anticipates incurring losses
      as a result of web portal development, acquisition expenses, administration
      expenses, accounting costs, and expenses associated with maintaining its
      disclosure obligations under the Exchange Act of 1934, as amended (“Exchange
      Act”). However, there is no assurance that the Company will ever generate
      sufficient revenues to fund operations.









**Liquidity
      and Capital Resources**




The
      Company is in the development stage and, since inception, has experienced
      significant changes in liquidity, capital resources and shareholders’ equity.
      The Company had current assets of $20,291 and other assets of $38,000 for total
      assets of $58,291 as of June 30, 2008. These assets consist $17,169 receivable
      from a related party, $3,122 in prepaid expenses and investment in subsidiaries
      of $38,000. Total stockholders deficiency in the Company was $918,546 at June
      30, 2008.




Cash
      flow
      used in operating activities was $40,345 for the six month period ended June
      30,
      2008 as compared to cash used in operating activities of $75,613 for the six
      month period ended June 30, 2007. The decrease of cash flow utilized in
      operating activities was due in large part to a decrease in issuance of common
      stock for bonus of approximately $806,000 and issuance of common stock for
      services of approximately $102,000, offset by an increase in accounts payable
      and accrued liabilities of approximately $152,000 and a decrease in losses
      for
      the period of approximately $776,000.




Cash
      flow
      used in investing activities was $38,000 for the six month period ended June
      30,
      2008, as compared to $nil for the six month period ended June 30, 2007. The
      2008
      activity was related to investments in subsidiaries.




Cash
      flow
      provided from financing activities was $68,417 for the six month period ended
      June 30, 2008, as compared to cash flow provided from financing activities
      of
      $80,015 for the six month period ended June 30, 2007. The increase is primarily
      due to proceeds from subscription for common stock of $50,000, as well as an
      increase of approximately $18,000 from advances payable offset by proceeds
      from
      sales of common stock and warrants of approximately $80,000 in
      2007.




The
      Company’s current assets are not sufficient to conduct its plan of operation
      over the next twelve months. Website development costs associated with the
      completion of the web portal alone exceed current assets. The Company will
      have
      to seek debt or equity financing to fund costs attendant to the “Manga” themed
      project, in addition to obtaining sufficient capital to meet operating expenses.
      However, the Company has no current commitments or arrangements with respect
      to
      funding or immediate sources of funding. Further, no assurances can be given
      that funding would be available or available to the Company on acceptable terms.
      Although, the Company’s major shareholders would be the most likely source of
      new funding in the form of debt or equity placements none have made any
      commitment for future investment and the Company has no agreement formal or
      otherwise.




Should
      the Company be unsuccessful in completing debt or equity placements in
      connection with the obligations created by its Agreement with the developer,
      and
      the anticipated development of the “Manga” inspired online virtual pet
      portal/website. Accordingly, the Company’s inability to obtain funding would
      have a material adverse effect on its plan of operation.




The
      Company has no current plans for the purchase or sale of any plant or equipment.
      The Company has no current plans to make any changes in the number of employees.
      The Company has no defined benefit plan with any of its officers or directors.




**Critical
      Accounting Policies**




In
      the
      notes to the audited consolidated financial statements for the year ended
      December 31, 2007 and in our Annual Report on Form 10-KSB filed with the
      Securities and Exchange Commission, the Company discusses those accounting
      policies that are considered to be critical in determining the results of
      operations and its financial position. We believe that the accounting principles
      it uses conform to accounting principles generally accepted in the United States
      of America.




**Forward
      Looking Statements and Factors That May Affect Future Results and Financial
      Condition**




The
      statements contained in sections titled “Plan of Operation”, with the exception
      of historical facts, are forward looking statements within the meaning of the
      Private Securities Litigation Reform Act of 1995, which reflect our current
      expectations and beliefs regarding our future results of operations,
      performance, and achievements. These  statements
      are subject to risks and uncertainties and are based upon assumptions and
      beliefs that may or may not materialize. These forward looking statements
      include, but are not limited to, statements concerning:


1
              Our
                  ability to successfully implement our business
                  strategies;
  
  2
              The
                  success or failure of our the business opportunities that we are
                  pursuing;3
              Our
                  anticipated financial performance;4
              The
                  sufficiency of existing capital resources;5
              Our
                  ability to raise additional capital to fund cash requirements for
                  future
                  operations;6
              Uncertainties
                  related to the Company’s future business prospects;7
              The
                  ability of the Company to generate revenues to fund future
                  operations;8
              Changes
                  in the laws and government regulations applicable to
                  us;9
              The
                  volatility of the stock market; and10
              General
                  economic conditions.




We
      wish
      to caution readers that the Company’s operating results are subject to various
      risks and uncertainties that could cause our actual results to differ materially
      from those discussed or anticipated, including the factors set forth in the
      section entitled “Risk Factors.” We also wish to advise readers not to place any
      undue reliance on the forward looking statements contained in this report,
      which
      reflect our beliefs and expectations only as of the date of this report. We
      assume no obligation to update or revise these forward looking statements to
      reflect new events or circumstances or any changes in our beliefs or
      expectations, other that is required by law.




**RISK
      FACTORS**




Our
      future operating results are highly uncertain. Before deciding to invest in
      us
      or to maintain or increase your investment, you should carefully consider the
      risks described below, in addition to the other information contained in this
      annual report. If any of these risks actually occur, our business, financial
      condition or results of operations could be seriously harmed. In that event,
      the
      market price for our common stock could decline and you may lose all or part
      of
      your investment. The following risks were as of June 30, 2008 – prior to the
      April 28, 2008 closing of the FVS Transaction and the Company’s resulting change
      of business to the smartcard/ e-purse business.




**Risks
      Related to our Developing Operations**




***Our
      business model is unproven.***




Our
      business model depends upon our ability to implement and successfully execute
      our business and marketing strategy, which includes the following: develop,
      deploy, and enhance the technology and systems which will underlie the
      interactive web portal; attract users of the web portal at a reasonable cost;
      reliably process transactions through the web portal; locate, develop and
      maintain strategic relationships with advertisers who wish to target the
      demographic groups which use the Company’s web portal.




As
      our
      business model is unproven, we cannot be certain that our business strategy
      will
      be successful or that we will ever be profitable.




***We
      might not be able to establish and strengthen a brand identity.***




We
      believe that establishing a strong brand loyalty is critical to achieving
      acceptance of the web portal. Promoting and positioning our brand will depend
      largely on the success of our marketing efforts and our ability to provide
      consistent, high-quality experiences on the web portal. Our brand promotion
      activities might not be successful or, even if successful, result in enough
      revenues to offset the expenses incurred.




***We
      might not be able to determine or design features and functionality that Web
      Portal users and advertisers require or prefer.***




We
      are
      designing and developing the web portal based upon existing web sites and the
      experience and insights of our management. Our success will depend in part
      upon
      our ability to accurately determine the features and functionality that the
      web
      portal users and advertisers require or prefer, and our ability to successfully
      design and implement solutions that include these features and functionality.
      We
      cannot be certain that the features and functionality that we plan to offer
      in
      the web portal will satisfy the requirements or preferences of our current
      or
      potential customers.









***We
      will depend on third parties to provide reliable software, systems, and
      services.***




We
      currently have no technology assets or resources to build the web portal. We
      plan to rely substantially upon third-party service providers to help us build,
      maintain, and house key components of our web portal. These services might
      not
      be available in a timely manner or on commercially reasonable terms. Failure
      to
      obtain the necessary services to enable us to build, maintain, and house our
      web
      portal could have a materially adverse effect on our business, financial
      condition, results of operations, and prospects.




In
      addition, several of the third-parties upon whom we plan to depend upon have
      a
      limited operating history, have relatively immature technology, and are
      themselves dependent on reliable delivery of services from others. As a result,
      our ability to deliver various services to our users might be adversely affected
      by the failure of these third parties to provide reliable software, systems,
      and
      related services to us.




***The
      online web services markets are intensely competitive.***




Many
      different companies are positioned to emerge as competitors in this marketplace.
      Many of our potential competitors have longer operating histories, significantly
      greater financial, technical, marketing, and other resources than we have,
      a
      significantly greater name recognition, a larger installed base of potential
      customers, and more extensive knowledge of our industry. Such competitors might
      be able to spend more aggressively on marketing and advertising for their
      brands, products, and services. They also might adopt more aggressive pricing
      policies and make more attractive offers to employees.




There
      are
      minimal barriers to entry in our market, and competitors can launch web-enabled
      products and service at relatively low cost. Other companies may develop
      products and services that are less expensive and more useful to the hard goods
      industry. These companies might be more successful in their marketing efforts
      and thereby limit our ability to gain market share.




***Our
      ability to protect the intellectual property to be developed is uncertain.***




We
      believe that intellectual property will be critical to our success. We will
      rely
      on trademark, copyright, and trade secret protection to protect our intellectual
      property. The measures we take to protect our intellectual property might not
      be
      successful, which could have a materially adverse effect on our business. The
      United States or foreign jurisdictions might not grant us any copyrights,
      trademarks, or other protection for our intellectual property. There also can
      be
      no assurance that our intellectual property rights will not be challenged,
      invalidated, or circumvented, by others or that our intellectual property rights
      will provide us with a competitive advantage.




If
      other
      parties assert infringement claims against us, the defense of any such claim,
      whether with or without merit, could be time-consuming, result in substantial
      litigation expenses, and diversion of technical management personnel. If any
      such claims are adversely determined, we might be required to develop
      non-infringing technology or enter into licensing agreements. These licensing
      agreements, if required, might not be available on terms acceptable to us,
      or at
      all. In the event a claim of infringement is successfully asserted against
      us
      and our failure or inability to develop non-infringing technology or license
      the
      infringed or similar technology on a timely basis, would be likely to materially
      and adversely affect our business, financial condition, results of operations,
      and prospects.




**General
      Risks**




***We
      have a history of significant operating losses and such losses may continue
      in
      the future.***




Since
      our
      inception in 1998, our expenses have substantially exceeded our revenue,
      resulting in continuing losses and an accumulated deficit of $8,143,573, and
      accumulated deficit during development stage of $6,201,185 at June 30, 2008.
      We
      will continue to incur operating losses as we maintain our search for a suitable
      business opportunity and satisfy our ongoing disclosure requirements with the
      Securities and Exchange Commission ("Commission"). Our only expectation of
      future profitability is dependent upon our ability to fully develop our
      anticipated web portal, which can in no way be assured. Therefore, we may never
      be able to achieve profitability.









***We
      anticipate that we will incur operating losses for the foreseeable future.***




We
      expect
      to incur substantial operating losses for the foreseeable future. We intend
      to
      increase our operating expenses substantially as we increase our product
      development, marketing, and brand building activities. We will increase our
      general and administrative functions to support our growing operations. We
      will
      need to generate significant revenues to achieve profitability, and we might
      not
      be able to sustain or increase profitability in the future. We will be dependent
      upon our ability to obtain additional capital form borrowing and the sale of
      securities to fund our operations. There is no assurance that additional capital
      can be obtained or that it can be obtained on terms that are favorable to the
      Company and its existing stockholders.




***The
      market for our stock is limited and our stock price may be volatile.***




The
      market for our common stock has been limited due to low trading volume and
      the
      small number of brokerage firms acting as market makers. Because of the
      limitations of our market and volatility of the market price of our stock,
      investors may face difficulties in selling shares at attractive prices when
      they
      want to. The average daily trading volume for our stock has varied significantly
      from week to week and from month to month, and the trading volume often varies
      widely from day to day.




***We
      may incur significant expenses as a result of being quoted on the Over the
      Counter Bulletin Board, which may negatively impact our financial performance.***




We
      may
      incur significant legal, accounting and other expenses as a result of being
      listed on the Over the Counter Bulletin Board. The Sarbanes-Oxley Act of 2002,
      as well as related rules implemented by the Commission, have required changes
      in
      corporate governance practices of public companies. We expect that compliance
      with these laws, rules and regulations, including compliance with Section 404
      of
      the Sarbanes-Oxley Act of 2002 as discussed in the following risk factor, may
      substantially increase our expenses, including our legal and accounting costs,
      and make some activities more time-consuming and costly. As a result, there
      may
      be a substantial increase in legal, accounting and certain other expenses in
      the
      future, which would negatively impact our financial performance and could have
      a
      material adverse effect on our results of operations and financial condition.




***Our
      internal controls over financial reporting may not be considered effective,
      which could result in a loss of investor confidence in our financial reports
      and
      in turn have an adverse effect on our stock price.***




Pursuant
      to Section 404 of the Sarbanes-Oxley Act of 2002, beginning with our annual
      report for the year ending March 31, 2008, we may be required to furnish a
      report by our management on our internal controls over financial reporting.
      Such
      report will contain, among other matters, an assessment of the effectiveness
      of
      our internal controls over financial reporting as of the end of the year,
      including a statement as to whether or not our internal controls over financial
      reporting are effective. This assessment must include disclosure of any material
      weaknesses in our internal controls over financial reporting identified by
      management. The report will also contain a statement that our independent
      registered public accounting firm has issued an attestation report on
      management's assessment of internal controls. If we are unable to assert that
      our internal controls are effective as of December 31, 2007 or if our
      independent registered public accounting firm is unable to attest that our
      management's report is fairly stated or they are unable to express an opinion
      on
      our management's evaluation or on the effectiveness of our internal controls,
      investors could lose.




**ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK**




Not
      Applicable.









**ITEM
      4T. CONTROLS AND PROCEDURES**





Our
      chief
      executive officer and chief accounting officer (the “Certifying Officers”) are
      responsible for establishing and maintaining disclosure controls and procedures
      for our company and our subsidiary. Such officers have concluded (based upon
      his
      evaluation of these controls and procedures as of the end of the period covered
      by this report) that our disclosure controls and procedures are effective to
      ensure that information required to be disclosed by us in this report is
      accumulated and communicated to management, including our principal executive
      officers as appropriate, to allow timely decisions regarding required
      disclosure.





The
      Certifying Officers have also indicated that there were no significant changes
      in our internal controls or other factors that could significantly affect such
      controls subsequent to the date of his evaluation, and there were no corrective
      actions with regard to significant deficiencies and material
      weaknesses.




Our
      management, including the Certifying Officers, do not expect that our disclosure
      controls or our internal controls will prevent all error and all fraud. A
      control system, no matter how well conceived and operated, can provide only
      reasonable, not absolute, assurance that the objectives of the control system
      are met. In addition, the design of a control system must reflect the fact
      that
      there are resource constraints, and the benefits of controls must be considered
      relative to their costs. Because of the inherent limitations in all control
      systems, no evaluation of controls can provide absolute assurance that all
      control issues and instances of fraud, if any, within a company have been
      detected. These inherent limitations include the realities that judgments in
      decision-making can be faulty, and that breakdowns can occur because of simple
      error or mistake. Additionally, controls can be circumvented by the individual
      acts of some persons, by collusion of two or more people or by management
      override of the control. The design of any systems of controls also is based
      in
      part upon certain assumptions about the likelihood of future events, and there
      can be no assurance that any design will succeed in achieving its stated goals
      under all potential future conditions. Because of these inherent limitations
      in
      a cost-effective control system, misstatements due to error or fraud may occur
      and not be detected.







**PART
      II OTHER INFORMATION**




**ITEM
      1. LEGAL PROCEEDINGS**




In
      March
      2008, Kent Caraquero, Leslie Lounsbury, Riverside Manitoba, Inc. and Tyeee
      Capital Consultants, Inc. filed suit against the Company, Richard Specht, Rene
      Hamouth, Hamouth Family Trust, William R. Dunavant, and William R. Dunavant
      Family Holdings, Inc. The suit was filed in The United States District Court,
      Middle District of Florida and requests damages in an unspecified amount and
      injunctive relief for various breaches of contract and securities violations.
      The Company has contacted the Plaintiffs’s attorney and is in the process of
      attempting to the settle the claims as they pertain to the Company. There is
      however, no assurance that we will be able to settle the matter.




On
      January 29, 2007, we entered into an agreement with Intrepid World
      Communications Corp. (“IWC”) which provided that we would merge with IWC. At the
      time that Agreement was executed, we issued 20,000,000 shares of our restricted
      common stock to James Fischback. These shares were issued and delivered to
      him on condition that the merger would be consummated. However, the merger
      was
      never consummated.  When IWC failed to return the shares, the Company
      filed suit in Delaware for cancellation of such shares.




**ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES**




There
      were no unregistered sales of equity securities during the six months ended
      June
      30, 2008.




The
      Company issued 18 million shares of the Company’s common stock to MacKay Group
      Limited in return for all the outstanding equity securities of FVS, (such shares
      were issued in November 2007 pending consumation of the FVS
      Transaction).




**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**




None.




**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**




None.




**ITEM
      5. EXHIBITS**




Exhibits
      required to be attached by Item 601 of Regulation S-B are listed in the Index
      to
      Exhibits of this Form 10-QSB, and are incorporated herein by this
      reference.









**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized, and this 19th day of August 2008.


Date:
                  August 19, 2008
              By:
              /s/
                  James MacKayChief
                  Executive Officer andPrincipal
                  Accounting Officer