**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 September 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
o





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 o Accelerated
      filer o Non-accelerated filer o
      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
o
      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 September 30, 2008 was
      40,809,682.












**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**
 
 **September 30,**
              
              **December 31,****2008**
              
              **2007**(Unaudited)
              
              (Audited)**ASSETS**CURRENT
                  ASSETS:Cash
                  and cash equivalents
              
              $
              7,984
              
              $
              10,198Receivable
                  from former related party
              
              
              17,169
              
              
              17,169Prepaid
                  expenses
              
              
              3,122
              
              
              3,122Total
                  current assets
              
              
              28,275
              
              
              30,489TOTAL
                  ASSETS
              
              $
              28,275
              
              $
              30,489**LIABILITIES
                  AND STOCKHOLDERS' DEFICIT**CURRENT
                  LIABILITIESAccounts
                  payable and accrued liabilities
              
              $
              973,437
              
              $
              742,077Notes
                  payable
              
              
              88,396
              
              
              10,155Due
                  to former related parties
              
              
              56,016
              
              
              56,016Total
                  current liabilities
              
              
              1,117,849
              
              
              808,248COMMITMENTS
                  AND CONTINGENCIESSTOCKHOLDERS'
                  DEFICITCommon
                  stock: $0.001 par value, 100,000,000 shares authorized; 40,809,682
                  shares
                  issued and outstanding at at September 30, 2008 and 6,906,579 shares
                  issued and outstanding and 18,750 shares issuable at December 31,
                  2007
              
              
              40,010
              
              
              6,926Subscription
              
              
              50,000
              
              
              -Additional
                  paid-in capital
              
              
              13,288,202
              
              
              13,326,202Accumulated
                  deficit
              
              
              (8,143,573
              )
              
              (8,143,573
              )Accumulated
                  deficit during development stage
              
              
              (6,324,213
              )
              
              (5,967,314
              )Total
                  stockholders’ deficit
              
              
              (1,089,574
              )
              
              (777,759
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS' DEFICIT
              
              $
              28,275
              
              $
              30,489
 
 See
        notes
        to consolidated financial statements.
  F-1
 
 **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**
              
              **Nine Months Ended**
              
              **Inception) Through****September 30,**
              
              **September 30,**
              
              **September 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
              
              
              123,028
              
              
              348,998
              
              
              356,899
              
              
              1,358,444
              
              
              5,677,532Total
                  costs and expenses
              
              
              123,028
              
              
              348,998
              
              
              356,899
              
              
              1,358,444
              
              
              6,299,213NET
                  LOSS FROM CONTINUED OPERATIONS
              
              
              (123,028
              )
              
              (348,998
              )
              
              (356,899
              )
              
              (1,358,444
              )
              
              (6,299,213
              )LOSS
                  FROM DISCONTINUED OPERATIONS
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (25,000
              )NET
                  LOSS
              
              $
              (123,028
              )
              $
              (348,998
              )
              $
              (356,899
              )
              $
              (1,358,444
              )
              $
              (6,324,213
              )NET
                  LOSS PER SHARE:Basic
                  and Diluted
              
              $
              (0.00
              )
              $
              (0.05
              )
              $
              (0.01
              )
              $
              (0.22
              )WEIGHTED-AVERAGE
                  SHARESBasic
                  and Diluted
              
              
              35,409,682
              
              
              6,567,329
              
              
              32,169,682
              
              
              6,240,471
  See
        notes
        to consolidated financial statements.
  F-2
 
 **VERSA
        CARDS, INC.(f / k / a Intrepid Global Imaging 3D. Inc.)**
 **(A
        Development Stage Company)**
 **CONDENSED
        STATEMENTS OF CASH FLOWS (Unaudited)**
 
 **Period  January 1,****2005 (Date of****Nine Months Ended**
              
              **Inception) Through****September 30,**
              
              **September 30,****2008**
              
              **2007**
              
              **2008**CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  loss
              
              $
              (356,899
              )
              $
              (1,358,444
              )
              
              (6,324,213
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Accrued
                  interest
              
              
              305
              
              
              438
              
              
              894Impairment
                  of license agreement
              
              
              -
              
              
              -
              
              
              25,000Impairment
                  of website development cost
              
              
              -
              
              
              -
              
              
              477,275Issuance
                  of common stock for services
              
              
              43,084
              
              
              456,500
              
              
              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
              
              
              183,360
              
              
              6,797
              
              
              413,605Due
                  to former related parties
              
              
              -
              
              
              -
              
              
              (10,851
              )Net
                  cash used in operating activities
              
              
              (130,150
              )
              
              (105,103
              )
              
              (437,259
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES:Website
                  development cost
              
              
              -
              
              
              -
              
              
              (11,801
              )Net
                  cash used in investing activities
              
              
              -
              
              
              -
              
              
              (11,801
              )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
              
              
              77,936
              
              
              -
              
              
              105,791Proceeds
                  from sales of common stock and warrants
              
              
              -
              
              
              110,015
              
              
              356,515Net
                  cash provided by financing activities
              
              
              127,936
              
              
              110,015
              
              
              450,624NET
                  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
              
              
              (2,214
              )
              
              4,912
              
              
              1,564BEGINNING
                  OF PERIOD
              
              
              10,198
              
              
              1,828
              
              
              6,420END
                  OF PERIOD
              
              $
              7,984
              
              $
              6,740
              
              $
              7,984Supplementary
                  disclosure of cash flow information:Cash
                  paid for interest
              
              $
              -
              
              $
              -
              
              $
              -Cash
                  paid for taxes
              
              $
              -
              
              $
              -
              
              $
              -
 
 See
        notes
        to condensed financial statements.
  F-3


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


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**September
      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. 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. As of April 28, 2008, the Company, through its wholly owned subsidiary,
      First Versatile Smartcard Solutions Corporation (“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
      September 30, 2008 closing the transaction between FVS and the Company and
      did
      not conduct any other business during the quarter.





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 September 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.


F-4




**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:





·
            Pending
                the consummation of the FVS Transaction, in November 2007 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;


·
            FVS
                is now 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.




On
      September 9, 2008, the Board of Directors: (a) accepted the resignation of
      James
      MacKay as the Chief Executive Officer (CEO); (b) elected Shane Mulcahy, Chief
      Executive Officer. Mr. Mackay remains on the Company's Board of Directors.




**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.


F-5


**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.


F-6




**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" (SFAS 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 No. 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 No.
      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.




F-7




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.
      A
      default judgment was entered against the defendants on July 20, 2008. The
      default judgment was set aside and the case reopened on November 7, 2008. The
      Company will continue its efforts to settle the claims that pertain to the
      Company, however, there is no assurance that the matter can be settled on terms
      favorable to the Company.




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.
      The Company filed suit in the Delaware Court of Chancery to have the shares
      cancelled. The Company and James C. Fischbach entered into a Mutual Release
      and
      Settlement Agreement on August 20, 2008. Pursuant to the Mutual Release and
      Settlement Agreement, the Company issued 100,000 shares of its Common Stock
      to
      James C. Fischbach, James C. Fischbach agreed to the cancellation of 20,000,000
      shares issued February 7, 2007, in anticipation of the acquisition of Intrepid
      World Communications Corporation, and the Company agreed to dismiss the pending
      litigation in the Delaware Court of Chancery.


F-8






**NOTE
        6 - EQUITY MATTERS**
  During
        the nine months ended September 30, 2008, the Company recorded the issuance
        of
        33,103,103 shares of common stock, of which 23 million shares were actually
        issued in November, 2007 as follows, 18 million shares to the MacKay Group
        Limited, in return for all the outstanding equity securities of FVS, 3 million
        shares to the Hamouth Family Trust, and 2 million shares to Dunavant Family
        Holdings, Inc.  These shares were not recorded as outstanding at December
        31, 2007 because the FVS transaction had not closed.
  On
        August
        20, 2008, 100,000 shares of our common stock were issued to an accredited
        investor in settlement of pending litigation between the Company and James
        Fischbach.  As a result of the settlement, 20,000,000 shares of common
        stock previously issued to James Fischbach in 2008 was returned to the Company
        and cancelled. These shares were not recorded as outstanding at December
        31,
        2007 because the proposed merger had not closed.
  On
        September 8, 2008, 10,700,000 shares of the Company’s common stock were issued
        to seven accredited investors in payment for services rendered.





**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.




From
      inception, the Company had considered acquisitions in various business
      operations in other industries, none of which were consummated.





The
      Company spent the quarter ended September 30, 2008 closing the transaction
      between FVS and the Company and did not conduct any other business during the
      quarter.




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.




2




**Results
      of Operations**




The
      unaudited financial statements as of September 30, 2008 and for the three and
      nine months ended September 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 September 30, 2008 and the results of operations and
      cash flows for the periods ended September 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
      nine months ended September 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 September 30, 2008 with the three month period
      ended September 30, 2007.*





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





The
      total
      operating expenses for the three months ended September 30, 2008 and September
      30, 2007 were $122,567 and $348,998, respectively, representing a decrease
      of
      $226,431 or 65%. This decrease is due primarily to stock based compensation
      expenses in 2007. Total operating expenses for the three months ended September
      30, 2008 were related to selling, general and administrative
      expenses.





As
      a
      result of the foregoing, we incurred a net loss of $122,567 for the three months
      ended September 30, 2008, compared to $348,998 for the three months ended
      September 30, 2007, a decrease in net loss of $226,431, or 65%.





*Comparison
      of the nine month period ended September 30, 2008 with the nine month period
      ended September 30, 2007.*





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





The
      total
      operating expenses for the nine months ended September 30, 2008 and September
      30, 2007 were $356,899 and $1,358,444, respectively, representing a decrease
      of
      $1,001,545 or 74%. This decrease is due primarily to stock based compensation
      expenses in 2007. Total operating expenses for these nine months were related
      to
      selling, general and administrative expenses.





As
      a
      result of the foregoing, we incurred a net loss of $356,899 for the nine months
      ended September 30, 2008, compared to $1358, 444 for the nine months ended
      September 30, 2007, a decrease in net loss of $1,001,545, or 74%.




**Losse** s




For
      the
      period from January 1, 2005 (date upon which the Company re-entered the
      development stage) to September 30, 2008, the Company recorded cumulative
      operating losses of $6,324,213. The majority of the Company’s operating losses
      are attributable to general and administrative expenses of $5,677,532 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.


3




**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 $28,275 as of September 30, 2008. These assets
      consist of $7,984 in cash and cash equivalents, $17,169 receivable from a
      related party and $3,122 in prepaid expenses. Total stockholders deficiency
      in
      the Company was $1,079,574 at September 30, 2008.




Cash
      flow
      used in operating activities was $130,150 for the nine month period ended
      September 30, 2008 as compared to cash used in operating activities of $105,103
      for the nine month period ended September 30, 2007. The increase of cash flow
      utilized in operating activities was due in large part to an increase in
      accounts payable and accrued liabilities of approximately $177,000, offset
      by a
      decrease in losses for the period of approximately $1,002,000 when compared
      to
      same period in 2007. In nine months ended September 30, 2007 there were issuance
      of common stock for bonus of approximately $806,000 and issuance of common
      stock
      for services of approximately $457,000, reduced by a decrease in prepaid
      expenses of approximately $16,000.




There
      were no cash flow used in investing activities or the nine month period ended
      September 30, 2008 and 2007.




Cash
      flow
      provided from financing activities was $127,936 for the nine month period ended
      September 30, 2008, as compared to cash flow provided from financing activities
      of $110,015 for the nine month period ended September 30, 2007. The increase
      is
      primarily due to proceeds from subscription for common stock of $50,000, as
      well
      as an increase of approximately $78,000 from advances payable offset by proceeds
      from sales of common stock and warrants of approximately $110,000 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:




4




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 September 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.




5




***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.




6




**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 $6,324,213 at September 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.




7




**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.


8




**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.
      A
      default judgment was entered against the defendants on July 20, 2008. The
      default judgment was set aside and the case reopened on November 7, 2008. The
      Company will continue its efforts to settle the claims that pertain to the
      Company, however, there is no assurance that the matter can be settled on terms
      favorable to the Company.




The
      Company and James C. Fischbach entered into a Mutual Release and Settlement
      Agreement on August 20, 2008. Pursuant to the Mutual Release and Settlement
      Agreement, the Company issued 100,000 shares of its Common Stock to James C.
      Fischbach, James C. Fischbach agreed to the cancellation of 20,000,000 shares
      issued February 7, 2007, in anticipation of the acquisition of Intrepid World
      Communications Corporation, and the Company agreed to dismiss the pending
      litigation in the Delaware Court of Chancery.




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




On
      September 8, 2008, 10,700,000 shares of our Common Stock were issued to 7
      accredited investors in payment for services rendered. The Common Stock was
      issued as restricted shares in a transaction exempt from registration under
      Section 4(2) of the Securities Act.




On
      August
      20, 2008, 100,000 shares of our common stock were issued to an accredited
      investor in settlement of pending litigation between the Company and James
      Fischbach. As a result of the settlement, 20,000,000 shares of Common Stock
      issued to James Fischbach were returned to the Company and cancelled. The Common
      Stock was issued as restricted shares in a transaction exempt from registration
      under Section 4(2) of the Securities Act.




**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**




None.




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




None.




**ITEM
      5. OTHER EVENTS**




***Cancellation
      of 20,000,000 shares of Common Stock***




The
      Company and James C. Fischbach entered into a Mutual Release and Settlement
      Agreement on August 20, 2008. Pursuant to the Mutual Release and Settlement
      Agreement, the Company issued 100,000 shares of its Common Stock to James C.
      Fischbach, James C. Fischbach agreed to the cancellation of 20,000,000 shares
      issued February 7, 2007, in anticipation of the acquisition of Intrepid World
      Communications Corporation, and the Company agreed to dismiss the pending
      litigation in the Delaware Court of Chancery.




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**ITEM
      6. CHANGE IN DIRECTORS OR PRINCIPAL OFFICERS**




On
      September 9, 2008, the Board of Directors: (a) accepted the resignation of
      James
      MacKay as the Chief Executive Officer (CEO); (b) elected Shane Mulcahy, Chief
      Executive Officer. Mr. Mackay remains on the Company's Board of Directors.




Mr.
      Shane
      Mulcahy, age 48 is an Australian citizen residing in Manila. Mr. Mulcahy is
      also
      a Director and Consultant to the Board of Recharge+ Stratagem Philippines.
      Recharge+ Global ("R+") is a payment solutions company specializing in debit
      cards linked to a mobile phone platform. Many of the R+ functionalities could
      be
      applied to the VERSA smartcard offering. (See additional information on R+
      below).




Mr.
      Mulcahy, currently, also holds the position of Chief Executive Officer and
      President of Guidance Management Corporation, an Unlisted Philippines Public
      Company, which sources and develops mining, energy and renewable fuel
      opportunities in the Philippines. Currently Guidance is in advanced negotiations
      with a number of large Foreign Investment Groups wishing to jointly develop
      some
      of its Philippine based projects.




Mr.
      Mulcahy is highly skilled and experienced in sourcing, understanding, promoting
      and developing opportunities in various market segments. Mr. Mulcahy's
      experience and contacts will allow him to assist pro-actively in the contract
      procurement and roll-out of the Versa Processing Platform.




Mr.
      Mulcahy developed his business acumen in the financial services and private
      equity markets over a period of 15 years, assisting his clients to develop
      their
      businesses and raise equity to achieve further growth. He has significant
      business experience working with clients individually and with teams to ensure
      their objectives are met. Mr. Mulcahy's efforts have rewarded him by developing
      a strong network of business associates in the corporate and government sectors.
      Shane has demonstrated his ability to bring together and manage experienced
      and
      highly technical staff to assist him achieve his business objectives. He has
      been able to develop strategy into plans and implement these plans effectively
      within agreed timelines. Shane has had experience with both listed and unlisted
      start-up companies, in addition to growing his own business in financial
      planning from a low base to a substantial business within a broking firm. He
      knows the challenges and key performance indicators that need to be monitored
      to
      ensure that their business objectives are met. Mr. Mulcahy is technically
      skilled in tax planning, financial modeling and devising investment strategy
      and
      has been involved in numerous capital raisings, IPO and private placements
      and
      has a sound knowledge of the relevant Corporations law. Mr. Mulcahy holds an
      Associate Diploma in Applied Chemistry (CQU); an S.I.A. Diploma (Financial
      Planning and Equity Markets); and an ASX Qualified to deal in Derivatives.
      He is
      an Affiliate of the Securities Institute of Australia (SIA) and Associate of
      the
      Financial Planning Association (AFPA)




Mr.
      Mulcahy also held the position of CEO of NILNAV Orthopedics Pty. Ltd. In that
      position, Mr. Mulcahy was able to oversee the successful commercialization
      of a
      Key-Hole Hip Replacement Technique. After patent perfection and capital raisings
      to promote the technology, the global distribution rights were sold to a US
      Medical Services Company for a value of US$300m over the 15 year life of the
      patent.




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**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:
                November 19,
                2008
            By:
            /s/
                Shane MulcahyChief
              Executive Officer and
              Chief Accounting Officer




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