**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 March 31, 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 March 31, 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**





**March
                31,**
            
            **December
                31,****2008**
            
            **2007**(Unaudited)
            
            (Audited)**ASSETS**CURRENT
                ASSETS:Cash
                and cash equivalents
            
            $
            223
            
            $
            10,198Receivable
                from former related party
            
            
            17,169
            
            
            17,169Prepaid
                expenses
            
            
            3,122
            
            
            3,122Total
                current assets
            
            
            20,514
            
            
            30,489Investment
                in Subsidiary - A
            
            
            18,000
            
            
            -Investment
                in Subsidiary - B
            
            
            20,000
            
            
            -Total
                Investment in subsidiaries
            
            
            38,000
            
            
            -TOTAL
                ASSETS
            
            $
            58,514
            
            $
            30,489**LIABILITIES
                AND STOCKHOLDERS' DEFICIT**CURRENT
                LIABILITIESAccounts
                payable and accrued liabilities
            
            $
            820,077
            
            $
            742,077Notes
                payable
            
            
            10,308
            
            
            10,155Due
                to former related parties
            
            
            56,016
            
            
            56,016Total
                current liabilities
            
            
            886,401
            
            
            808,248COMMITMENTS
                AND CONTINGENCIESSTOCKHOLDERS'
                DEFICITCommon
                stock, $0.001 par value 100,000,000 shares authorized, 50,009,682
                and
                6,906,579 outstanding at March 31, 2008 and December 31, 2007
                respectively
            
            
            50,010
            
            
            6,907Common
                stock issuable: 18,750 shares at December 31, 2007
            
            
            -
            
            
            19Additional
                paid-in capital
            
            
            13,326,202
            
            
            13,326,202Accumulated
                deficit
            
            
            (8,143,573
            )
            
            (8,143,573
            )Accumulated
                deficit during development stage
            
            
            (6,060,526
            )
            
            (5,967,314
            )Total
                stockholders’ deficit
            
            
            (827,887
            )
            
            (777,759
            )TOTAL
                LIABILITIES AND STOCKHOLDERS' DEFICIT
            
            $
            58,514
            
            $
            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**
            
            **Inception) Through****March 31,**
            
            **March 31, 2008****2008**
            
            **2007**REVENUE
            
            $
            -
            
            $
            -
            
            $
            -EXPENSES:Website
                planning costs
            
            
            -
            
            
            -
            
            
            144,406Impairment
                of website development costs
            
            
            -
            
            
            -
            
            
            477,275General
                and administrative expenses (including stock based compensation
            
            
            93,212
            
            
            42,498
            
            
            5,413,845Total
                costs and expenses
            
            
            93,212
            
            
            42,498
            
            
            6,035,526NET
                LOSS FROM CONTINUED OPERATIONS
            
            
            (93,212
            )
            
            (42,498
            )
            
            (6,035,526
            )LOSS
                FROM DISCONTINUED OPERATIONS
            
            
            -
            
            
            -
            
            
            (25,000
            )NET
                LOSS
            
            $
            93,212
            
            $
            (42,498
            )
            $
            (6,060,526
            )NET
                LOSS PER SHARE:Basic
                and Diluted
            
            $
            (0.00
            )
            $
            (0.01
            )WEIGHTED-AVERAGE
                SHARESBasic
                and Diluted
            
            
            49,536,022
            
            
            5,939,789





See
      notes
      to consolidated financial statements.





**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****Three Months Ended**
            
            **Inception) Through****March 31,**
            
            **March 31,****2008**
            
            **2007**
            
            **2008**CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                loss
            
            $
            (93,212
            )
            $
            (42,498
            )
            $
            (6,060,526
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Accrued
                interest
            
            
            153
            
            
            144
            
            
            742Impairment
                of license agreement
            
            
            -
            
            
            -
            
            
            25,000Impairment
                of website development cost
            
            
            -
            
            
            -
            
            
            477,275Issuance
                of common stock for services
            
            
            43,084
            
            
            -
            
            
            956,198Issuance
                of common stock for bonuses
            
            
            -
            
            
            -
            
            
            4,045,124Changes
                in assets and liabilities:Receivable
                from related party
            
            
            -
            
            
            (25,000
            )
            
            (17,169
            )Prepaids
                expenses
            
            
            -
            
            
            (10,347
            )
            
            (3,122
            )Accounts
                payable and accrued liabilities
            
            
            78,000
            
            
            25,217
            
            
            308,245Due
                to former related parties
            
            
            -
            
            
            -
            
            
            (10,851
            )Net
                cash used in operating activities
            
            
            28,025
            
            
            (52,484
            )
            
            (279,084
            )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 advances payable
            
            
            -
            
            
            -
            
            
            27,855Proceeds
                from sales of common stock and warrants
            
            
            -
            
            
            80,015
            
            
            356,515Net
                cash provided by financing activities
            
            
            -
            
            
            80,015
            
            
            322,688NET
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
            
            
            (9,975
            )
            
            27,531
            
            
            (6,197
            )EFFECT
                OF EXCHANGE RATE CHANGES
            
            
            -
            
            
            -
            
            
            6,420BEGINNING
                OF PERIOD
            
            
            10,198
            
            
            1,828
            
            
            -END
                OF PERIOD
            
            $
            223
            
            $
            29,359
            
            $
            223Supplementary
                disclosure of cash flow information:Cash
                paid for interest
            
            $
            -
            
            $
            -
            
            $
            -Cash
                paid for taxes
            
            $
            -
            
            $
            -
            
            $
            -





See
      notes
      to condensed financial statements





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


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**March
      31, 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 to December 31, 2007, 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 also focused on consummating the transaction with
      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 March 31, 2008 closing the transaction between
      FVS and the Company and did not conduct any other business during the
      quarter.





**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 has 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.









**NOTE
      3 -** **ORGANIZATION**




As
      of
      April 28, 2008, the directors of the Company are James MacKay, Zacarias Rivera,
      and Dr. William Donovan. As of April 28, 2008, MacKay and Dr. Donovan were
      elected CEO and Secretary of the Company respectively.





**James
      R. MacKay** ,
      age 50,
      is a Director and Chief Executive Officer of the Company **.** Mr.
      MacKay is the founder and chairman of MacKay Group Limited, a company which,
      among other things, acquires and develops advanced technologies, bringing them
      to significant global markets. Mr. MacKay is currently the chairman of the
      board
      of directors of Biofield Corp. and former chairman of True Product ID, Inc.,
      companies in the MacKay Group Portfolio. He was also past Chairman of Sure
      Trace
      Security Corporation, within the last five years. During his career, Mr. MacKay
      has helped fund and operate and/or been otherwise involved in significant
      ventures worldwide, including ventures associated with the music industry,
      sports, luxury hotels and resorts, nightclubs, gaming and casinos, real estate,
      advanced technology, biotechnology and healthcare, mass public projects,
      telecommunications and internet, environment, banking/finance, port development,
      energy and mining, among others. Indicative of the respect and admiration he
      has
      earned in China, Mr. MacKay is one of the few foreigners who have been invited
      by Chinese Government to address them at the Great Hall of the People in
      Beijing. He has worked with some of China’s leading government representatives
      and agencies, organizations, companies and financial institutions. His contacts
      and business relationships extend to key government and industry representatives
      in Europe, Asia, the Americas, the Middle East and Africa.




**William
      Donovan, M.D.,** age 65,
      is a Director and Secretary of the Company. He is a Board Certified Orthopedic
      Surgeon, and has been involved with venture funding and management for over
      25
      years. He was the co-founder of DRCA (later known as I.O.I) and became
      Chairman of this company that went from the pink sheets, to NASDAQ and then
      to
      the AMEX before being acquired by a subsidiary of the Bass Family. He was a
      founder of “I Need A Doc”, later changed to IP2M that was acquired by Dialog
      Group, a publicly traded company. He was the Chairman of House of Brussels,
      an
      international chocolate company and president of ChocoMed, a specialized
      confectionery company combining Nutraceuticals with chocolate bars. Dr. Donovan
      has been practicing in Houston since l975. Throughout his career as a physician,
      he has been involved in projects with both public and private enterprises.
      He
      received his Orthopedic training at Northwestern University in Chicago. He
      was a
      Major in the USAF for 2 years at Wright Patterson Air force base in Dayton,
      Ohio. He established Northshore Orthopedics in 1975 and continues in active
      practice in Houston, Texas specializing in Orthopedic Surgery. Dr. Donovan
      is
      the sole member of the Compensation Committee.





**Zacarias
      Rivera** ,
      age 27,
      is a Director of the Company. Mr. Rivera is a Drexel University graduate and
      young entrepreneur. He is the founder and current CEO of a highly successful
      design agency, 215 Design Group, which he established in 2003. Mr. Rivera was
      chosen to serve on the Board of First Versatile Smartcard Solutions Corporation
      (“FVS”) because of his extensive experience in representing The Mackay Group in
      several international business ventures in the US, China, and the Philippines.
      During his most recent visit to Asia, Mr. Rivera worked directly with FVS to
      create and help design the worldwide branding initiatives and to redesign and
      implement the FVS website and other corporate image materials, in his time
      spent
      working with the team in Manila. He performed many of these same services for
      other of the Mackay Group of companies including Biofield Corp., True Product
      ID, Inc., and The MacKay Group. Mr. Rivera has been working with Chairman James
      MacKay of The Mackay Group since 2003. During his time spent with The Mackay
      Group, Mr. Rivera has been given the opportunity to repeatedly travel to Asia,
      building a network of international contacts while assisting in all business
      relations in Asia. His travels to Asia have helped Mr. Rivera to build a network
      of personal industrial and governmental contacts from a variety of fields,
      including the financial, medical, education, and real estate
      industries.





Prior
      to
      April 28, 2008, the Company’s officers and directors were as
      follows:





Richard
                Specht
            Director
                (October 2007 to April 2008)
              CEO
                & Secretary (April 2008)William
                Dunavant
            CEO,
                CFO and Director (November 2007 to April 2008)Ryan
                Hamouth
            COO
                (May 2007 to October 2007)Bill
                Hendricks
            CEO,
                CFO, and Director (May 2007-November 2007)James
                Fischbach
            CEO
                and Director (February 2007 to May 2007)John
                Bryne, Gabe Werba, Donald Miller, and John Clark
            Directors
                (February 2007 to May 2007)









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




As
      used
      herein, the term “Company” refers to Versa Card, Inc. a Delaware corporation,
      unless otherwise indicated. In the opinion of management, the accompanying
      unaudited consolidated financial statements included in this filing reflect
      all
      adjustments (consisting only of normal recurring accruals) necessary for a
      fair
      presentation of the results of operations for the periods presented. The results
      of operation for the periods presented are not necessarily indicative of the
      results to be expected for the full year.




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.





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




**NOTE
      5 – RECENT ACCOUNTING PRONOUNCEMENTS**




In
      March
      2008, the FASB issued SFAS No. 161, “Disclosure about Derivative Instruments and
      Hedging Activities,” an amendment of FASB Statement 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 161 on January 1, 2009. The Company is currently evaluating the
      potential impact of SFAS No. 161 on the Company’s consolidated financial
      statements.





In
      April
      2008, the FASB issued FSP FAS 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 FASB 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 142 and the period of the expected
      cash
      flows used to measure the fair value of the asset under FASB 141 (revised 2007)
      “Business Combinations” and other U.S. generally accepted accounting
      principles.    The Company is currently evaluating the potential
      impact of FSP FAS 142-3 on its consolidated financial statements.





In
      December 2007, the Financial Accounting Standards Board (FASB) issued Statement
      of Financial Accounting Standards (SFAS) No. 141 (revised 2007), “Business
      Combinations” (hereinafter “SFAS No. 141 (revised 2007)”). This statement
      establishes principles and requirements for how an 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 and c) determines what information to disclose
      to
      enable users of the financial statements to evaluate the nature and financial
      effects of the business combination. The scope of SFAS No. 141 (revised 2007)
      is
      broader than the scope of SFAS No. 141, which it replaces. The effective date
      of
      SFAS No. 141 (revised 2007) is for all acquisitions in which the acquisition
      date is on or after the beginning of the first annual reporting period beginning
      on or after December 15, 2008. The adoption of this statement has no immediate
      material effect on the Company’s financial condition or results of operations.
      The Company is currently evaluating the potential impact of this on the
      Company’s consolidated financial statements.









In
      December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
      Consolidated Financial Statements – an amendment of ARB No. 51” (hereinafter
“SFAS No. 160”). This statement establishes accounting and reporting standards
      that require a) the ownership interests in subsidiaries held by parties other
      than the parent be clearly identified, labeled and presented in the consolidated
      statement of financial position with equity, but separate from the parent’s
      equity, b) the amount of consolidated net income attributable to the parent
      and
      to the noncontrolling interest be clearly identified and presented on the face
      of the consolidated statement of income, c) changes in a parent’s ownership
      interest while the parent retains its controlling financial interest in its
      subsidiary be accounted for consistently, d) when a subsidiary is
      deconsolidated, any retained noncontrolling equity investment in the former
      subsidiary be initially measured at fair value and e) entities provide
      sufficient disclosures that clearly identify and distinguish between the
      interests of the parent and the interests of the noncontrolling owners. The
      effective date of this standard is for fiscal years and interim periods
      beginning on or after December 15, 2008. The Company is currently evaluating
      the
      potential impact of this on the Company’s consolidated financial
      statements.





**NOTE
      6 - SUBSEQUENT EVENTS**





On
      April
      9, 2008 the Company filed a preliminary information statement (Schedule PRE
      14C)
      with the SEC, reporting that on December 3, 2007 stockholders of the Company
      holding over a majority of the Company’s common stock executed a written consent
      authorizing the Board to amend the Company’s Articles of Incorporation to effect
      the 1 for 2 reverse stock split and to change the name of the Company to Versa
      Card, Inc. The Board believes that the proposed reverse stock split will benefit
      the Company by increasing the per share market price of its common stock, which
      is a factor in whether the Common Stock meets investing guidelines for certain
      institutional investors and investment funds, although there is no assurance
      that the market price will increase. The SEC had 10 days from the April 9,
      2008
      filing date to comment on the Information Statement. The Company did not receive
      any comments on the Information Statement from the SEC within the 10-day period.
      The Company will file a definitive information statement (Schedule DEF 14C)
      with
      the SEC and mail the definitive information statement to all shareholders of
      record.   The reverse split will go into effect 20 days from the
      mailing date.





On
      April
      28, 2008, the Company entered into a stock purchase agreement with 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 has 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.





**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 through December 31, 2007, the Company had considered acquisitions
      in
      various business operations in other industries, none of which were consummated.





The
      Company spent the quarter ended March 31, 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.




**Results
      of Operations**




The
      unaudited financial statements as of March 31, 2008 and for the three months
      ended March 31, 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 March 31, 2008 and
      the
      results of operations and cash flows for the periods ended March 31, 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 months ended March 31, 2008 is not necessarily indicative of
      the
      results to be expected for any subsequent quarter of the entire year ending
      December 31, 2008. The balance sheet at December 31, 2007 has been derived
      from
      the audited financial statements at that date.




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.









The
      Company recorded no revenues from operations for the three-months ended March
      31, 2008 and 2007.




We
      do not
      expect to receive revenues within the next twelve months of operation, since
      we
      have yet to develop our web portal. 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”).




**Losses**




For
      the
      period from January 1, 2005 (date upon which the Company re-entered the
      development stage) to March 31, 2008, the Company recorded an operating loss
      of
      $6,060,526. The majority of the Company’s operating losses are attributable to
      general and administrative expenses of $5,413,845 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.
      However, there is no assurance that the Company will ever generate sufficient
      revenues to fund operations.




**Capital
      Expenditures**




The
      Company has written off $477,275 in capital expenditures for the period from
      January 1, 2005 (date upon which the Company re-entered the development stage)
      to March 31, 2008 in connection with the development of the web
      portal.




**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 $20,514 and other assets of $38,000 for total
      assets of $58,514 as of March 31, 2008. These assets consist of $233 cash on
      hand, $17,169 receivable from a related party, $3,122 in prepaid expenses and
      investment in subsidiaries of $38,000. Net stockholders deficiency in the
      Company was $827,887 at March 31, 2008.




Cash
      flow
      provided by operating activities was $28,025 for the three month period ended
      March 31, 2008 as compared to cash used in operating activities of $52,484
      for
      the three month period ended March 31, 2007. The decrease of cash flow utilized
      in operating activities was due in large part to increase in cash add back
      to
      changes in assets and liabilities. Primarily, accounts receivable decreased
      by
      $25,000, prepaid expenses decreased by $10,347 to reflect no change year over
      year, offset by an increase in accounts payable and accrued liabilities of
      approximately $53,000, issuance of common stock for services of approximately
      $43,000 and an increase in losses for the period of approximately
      $51,000.




Cash
      flow
      used in investing activities was $38,000 for the three month period ended March
      31, 2008. There were no cash utilized nor provided by investing activities
      for
      the three month period ended March 31, 2007.




There
      were no cash utilized nor provided by financing activities for the three month
      period ended March 31, 2008 as compared to cash flow provided from financing
      activities of $80,015 for the three month period ended March 31, 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 March 31, 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 $6,060,526 at March 31, 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.  Because of this, we deem those shares to be
      cancelled and we have filed suit in Delaware to confirm this
      cancellation.




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




There
      were no unregistered sales of equity securities during the quarter ended March
      31, 2008




Pending
      the consummation of the FVS Transaction, in November 2007 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.




In
      November 2007, the Company also agreed to issue the Hamouth Family Trust and
      William “Roger” Dunavant 3 and 2 million shares of the Company’s common stock
      respectively upon the new Board’s approval and execution of consulting and/or
      employment agreements.




**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**




None.




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




None,
      other than the reverse stock split and name change described in Note 6
      above.




**ITEM
      5. EXHIBITS**




Exhibits
      required to be attached by Item 601 of Regulation S-B are listed in the Index
      to
      Exhibits on page 30 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, this 20 th day of
      May 2008.




Date:
                May 20, 2008
            By:
            /s/
                James MacKayChief
                Executive Officer andPrincipal
                Accounting Officer