UNITED
STATES SECURITIES AND


EXCHANGE
COMMISSION


Washington,
D.C. 20549





FORM
10-Q





QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF


THE
SECURITIES EXCHANGE ACT OF 1934





For the
Quarter Ended June 30, 2009


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.)




5225
Katy Freeway


Suite
600


Houston,
Texas   77007


(Address
of principal executive office) (Postal Code)




(713) 816-7303


(Registrant’s
telephone number)





Indicate
by check mark whether the registrant (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 90 days. Yes x No  ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the
Exchange Act.





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





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


Yes  ̈ No x




The
number of issued and outstanding of the registrant's common stock, $0.001 par
value (the only class of voting stock), as of August 03, 2009 was 15,
817,682













VERSA
CARD, INC.


FORM
10-Q





TABLE OF
CONTENTS





PART
      I
                
                FINANCIAL
      INFORMATION
                F-1Item
      1.
                
                Financial
      Statements
                F-1Consolidated
      Balance Sheets as of June 30, 2009 and December 31, 2008
                F-1Consolidated
      Statements of Operations for the six and three months ended June 30, 2009
      and 2008
                F-2Consolidated
      Statements of Cash Flows for the six and three months ended June 30, 2009
      and 2008
                F-3Notes
      to Consolidated Financial Statements
                F-4Item
      2.
                
                Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                3Item
      3.
                
                Quantitative
      and Qualitative Disclosures about Market Risk
                6Item
      4T.
                
                Controls
      and Procedures
                6PART
      II
                
                OTHER
      INFORMATION
                7Item
      1.
                
                Legal
      Proceedings
                7Item
      2.
                
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                7Item
      3.
                
                Defaults
      Upon Senior Securities
                7Item
      4.
                
                Submission
      of Matters to a Vote of Security Holders.
                7Item
      6.
                
                Exhibits
                8SIGNATURES
                9


2





PART
I.   FINANCIAL INFORMATION





ITEM
1.   FINANCIAL STATEMENTS





VERSA
CARDS, INC.


(A
Development Stage Company)


CONSOLIDATED
BALANCE SHEETS





June 30,
                
                
                December 31,2009
                
                
                2008(Unaudited)
                
                
                (Audited)ASSETSCURRENT ASSETS:Cash
      and cash equivalents
                
                $
                -
                
                
                $
                -Total
      current assets
                
                
                -
                
                
                
                -Intangible
      assets
                
                
                230,697
                
                
                
                -TOTAL
      ASSETS
                
                $
                230,697
                
                
                $
                -LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      payable and accrued liabilities
                
                $
                719,842
                
                
                $
                601,660Notes
      payable
                
                
                10,676
                
                
                
                10,676Due
      to former related parties
                
                
                56,016
                
                
                
                56,016Due
      to related party
                
                
                163,721
                
                
                
                -Total
      current liabilities
                
                
                950,255
                
                
                
                668,352COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      DEFICITCommon
      stock: $0.001 par value, 50,000,000 shares authorized; 16,317,682 and
      13,317,682 shares issued and outstanding at June 30, 2009 and December 31,
      2008, respectively
                
                
                16,318
                
                
                
                13,318Additional
      paid-in capital
                
                
                14,549,199
                
                
                
                13,552,502Stock
      subscription
                
                
                50,000
                
                
                
                50,000Accumulated
      deficit
                
                
                (8,143,573
                )
                
                
                (8,143,573
                )Accumulated
      deficit during development stage
                
                
                (7,191,502
                )
                
                
                (6,140,599
                )Total
      stockholders’ deficit
                
                
                (719,558
                )
                
                
                (668,352
                )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                
                $
                230,697
                
                
                $
                -





The
accompanying notes are an integral part of the consolidated financial
statements


F-1





VERSA
CARDS, INC.


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF OPERATIONS (Unaudited)


Period January 1,2005 (Date ofThree Months Ended
                
                
                Six Months Ended
                
                
                Inception) ThroughJune 30,
                
                
                June 30,
                
                
                June 30, 20092009
                
                
                2008
                
                
                2009
                
                
                2008REVENUE
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -EXPENSES:Website
      planning costs
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                144,406Impairment
      of website development costs
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                477,275General
      and administrative expenses
                
                
                394,029
                
                
                
                140,659
                
                
                
                1,050,903
                
                
                
                233,871
                
                
                
                6,838,536Total
      costs and expenses
                
                
                394,029
                
                
                
                140,659
                
                
                
                1,050,903
                
                
                
                233,871
                
                
                
                7,460,217NET
      LOSS FROM CONTINUED OPERATIONS
                
                
                (394,029
                )
                
                
                (140,659
                )
                
                
                (1,050,903
                )
                
                
                (233,871
                )
                
                
                (7,460,217
                )WRITE
      DOWN OF ACCOUNTS PAYABLE
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                293,715LOSS
      FROM DISCONTINUED OPERATIONS
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (25,000
                )NET
      LOSS
                
                $
                (394,029
                )
                
                $
                (140,659
                )
                
                $
                (1,050,903
                )
                
                $
                (233,871
                )
                
                $
                7,191,502NET
      LOSS PER SHARE:Basic
      and Diluted
                
                $
                (0.02
                )
                
                $
                (0.00
                )
                
                $
                (0.07
                )
                
                $
                (0.00
                )WEIGHTED-AVERAGE
      SHARESBasic
      and Diluted
                
                
                16,317,682
                
                
                
                50,009,682
                
                
                
                15,356,356
                
                
                
                49,774,146





The
accompanying notes are an integral part of the consolidated financial
statements


F-2





VERSA
CARDS, INC.


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF CASH FLOWS (Unaudited)


Period January 1,2005 (Date ofSix Months Ended
                
                
                Inception) ThroughJune 30,
                
                
                June 30,2009
                
                
                2008
                
                
                2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                
                $
                (1,050,903
                )
                
                $
                (233,871
                )
                
                $
                (7,191,502
                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Accrued
      interest
                
                
                -
                
                
                
                305
                
                
                
                1,110Impairment
      of license agreement
                
                
                -
                
                
                
                -
                
                
                
                25,000Impairment
      of website development cost
                
                
                -
                
                
                
                -
                
                
                
                477,275Issuance
      of common stock for transactions not consumated
                
                
                -
                
                
                
                -
                
                
                
                5,692Issuance
      of common stock for services
                
                
                769,000
                
                
                
                43,084
                
                
                
                1,869,114Issuance
      of common stock for bonuses
                
                
                -
                
                
                
                -
                
                
                
                4,045,124Write
      down of accounts payable
                
                
                -
                
                
                
                -
                
                
                
                (293,715
                )Changes
      in assets and liabilities:Accounts
      payable and accrued liabilities
                
                
                118,182
                
                
                
                150,137
                
                
                
                501,725Due
      to former related parties
                
                
                -
                
                
                
                -
                
                
                
                (10,851
                )Net
      cash used in operating activities
                
                
                (163,721
                )
                
                
                (40,345
                )
                
                
                (571,028
                )CASH
      FLOWS FROM INVESTING ACTIVITIES:Website
      development cost
                
                
                -
                
                
                
                -
                
                
                
                -Investment
      in subsidiaries
                
                
                -
                
                
                
                (38,000
                )
                
                
                (11,801
                )Net
      cash used in investing activities
                
                
                -
                
                
                
                (38,000
                )
                
                
                (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
                
                
                -
                
                
                
                18,147
                
                
                
                27,855Proceeds
      from related party
                
                
                163,721
                
                
                
                -
                
                
                
                163,721Proceeds
      from sales of common stock and warrants
                
                
                -
                
                
                
                -
                
                
                
                396,515Net
      cash provided by financing activities
                
                
                163,721
                
                
                
                68,147
                
                
                
                576,409NET
      DECREASE IN CASH AND CASH EQUIVALENTS
                
                
                -
                
                
                
                (10,198
                )
                
                
                (6,420
                )BEGINNING
      OF PERIOD
                
                
                -
                
                
                
                10,198
                
                
                
                6,420END
      OF PERIOD
                
                $
                -
                
                
                $
                -
                
                
                $
                -Supplementary
      disclosure of cash flow information:Cash
      paid for interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -Cash
      paid for taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -Non-cash
      investing and financing activities:Acquisition
      of intangible assets
                
                $
                (230,697
                )
                
                $
                -
                
                
                $
                (230,697
                )Issuance
      of common stock in acquisition of assets
                
                $
                230,697
                
                
                $
                -
                
                
                $
                230,697





The
accompanying notes are an integral part of the consolidated financial
statements


F-3


VERSA
CARD, INC.


(A
Development Stage Company)


NOTES
TO FINANCIAL STATEMENTS (UNAUDITED)




NOTE
1.  DESCRIPTION OF BUSINESS




Versa
Card, 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 into the fourth quarter of 2008, the Company focused on consummating a
transaction with a smartcard / e-purse company, First Versatile Smartcard
Solutions Corporation (“FVS”), and put on hold the development of its web portal
for the Company’s MangaPets business. In November 2007 the Company entered into
an agreement to merge with FVS, and subsequently in April 2008, the transaction
was restructured as a stock purchase agreement.   Based on
various factors, the acquisition of FVS did not meet the expectations of the
Company or FVS, and on December 30, 2008 the Company entered into a Mutual
Release and Settlement Agreement to effectively rescind the transactions
effected by the FVS acquisition agreements.





At the
end of 2008, the Company launched its new business concept of spine pain
management.  The Company plans to deliver turnkey solutions to spine
surgeons and orthopedic surgeons for necessary and appropriate treatment of
musculo-skeletal spine injuries. With the new business plan, the Company will be
reevaluating MangaPet's business of developing a web portal containing games,
merchandizing, and other entertainment activities to determine the viability of
that business concept. No formal timeline has been established for this
reevaluation.


On
February 28, 2009, the Company entered into an agreement with Brian Koslow and
David Waltzer to acquire the website and proprietary methodologies of One Source
Plaintiff Funding, Inc., a Florida corporation (“One Source”). The agreement
provided for the Company to acquire the website and proprietary methodologies of
One Source in exchange for 900,000 shares of the Company’s common stock. One
Source’s website and proprietary methodologies are used in the business of
"lawsuit funding" for plaintiff personal injury cases.  The Company
altered its business plan in July 2009 and no longer plans to utilize One
Source’s website and proprietary methodologies.  Further, the Company
is in the process of evaluating whether the 900,000 shares of common stock
issued in exchange for the One Source assets were issued for valid consideration
and is evaluating its rights in connection with the transaction.  Mr.
Koslow, the principal founder of One Source, resigned as Executive Vice
President of Business Development of the Company on July 8, 2009.  The
Company is currently evaluating the expected life of the assets
acquired.  Impairments, if any, will be recorded in the Company’s
statement of operations for the quarter ending September 30,
2009.  Moving forward, the Company’s main focus will be on the
development of spine testing centers needed by spine surgeons and orthopedic
surgeons.  The Company will be treating patients in August 2009 at the
Company’s first spine testing center located at 5225 Katy Freeway, Suite 600,
Houston, Texas 77007.
  On May
20, 2009 the Board of Directors of the Company authorized and approved an
amendment to the Company’s Certificate of Incorporation to change the name
of the Company from “Versa Card, Inc.” to “Spine Pain Management, Inc.” and to
effect a 1 for 2 reverse stock split of the Company’s common
stock.  Further, the Board of Directors authorized the officers of the
Company to take the necessary steps to submit the amendments of the Certificate
of Incorporation to the stockholders of the Company for their approval. The
Company is currently in the process of completing these
activities.




NOTE
2.  GOING CONCERN




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.
At June 30, 2009, the Company had $230,697 of intangible assets and a working
capital deficiency of $719,558 and a stockholders’ deficit of $719,558. Further,
the Company had a net loss of $1,050,903 for the six months ended June 30, 2009
and has incurred operating losses since its inception. These factors raise
substantial doubt about the Company’s ability to continue as a going
concern.


F-4





The
Company’s continued existence is dependent upon its ability to successfully
execute its business plan. The financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of liabilities that may result from the outcome of this
uncertainty.




NOTE
3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




The
unaudited financial statements as of June 30, 2009 and for the six months ended
June 30, 2009 and 2008 have been prepared in accordance with accounting
principles generally accepted in the United States for interim financial
information and with instructions to Form 10-Q. In the opinion of management,
the unaudited financial statements have been prepared on the same basis as the
annual financial statements and reflect all adjustments, which include only
normal recurring adjustments, necessary to present fairly the financial position
as of June 30, 2009 and the results of operations and cash flows for the periods
ended June 30, 2009 and 2008. 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 six months ended June 30, 2009 is not necessarily
indicative of the results to be expected for any subsequent quarter of the
entire year ending December 31, 2009.




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 the audited financial statements
and notes thereto for the year ended December 31, 2008, as included in our
report on Form 10-K.




Use
of Estimates




The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period.




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.




Accounting
for Long-Lived Assets





In
accordance with SFAS 144, long-lived assets other than goodwill are reviewed on
a periodic basis for impairment whenever events or changes in circumstances
indicate that the carrying amounts of the assets may not be recoverable. 
Recoverability of assets to be held and used is measured by a comparison of the
carrying amount of an asset to future undiscounted net cash flows expected to be
generated by the asset.  If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets.




NOTE
4 – RECENT ACCOUNTING PRONOUNCEMENTS




Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles





In June
2009, the Financial Accounting Standards Board issued Statement “FASB” issued
Statement No. 168, “The FASB Accounting Standards Codification and the Hierarchy
of Generally Accepted Accounting Principles” (“SFAS No. 168”).  SFAS
No. 168 will become the single source of authoritative nongovernmental U.S.
generally accepted accounting principles (“GAAP”), superseding existing FASB,
American Institute of Certified Public Accountants (“AICPA”), Emerging Issues
Task Force (“EITF”), and related accounting literature.  SFAS No. 168
reorganizes the thousands of GAAP pronouncements into roughly 90 accounting
topics and displays them using a consistent structure.  Also included
is relevant Securities and Exchange Commission guidance organized using the same
topical structure in separate sections.  SFAS No. 168 will be
effective for financial statements issued for reporting periods that end after
September 15, 2009.  This statement will have an impact on the
Company’s financial statements since all future references to authoritative
accounting literature will be references in accordance with SFAS No.
168.


F-5





Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance
or Other Financing





In June
2009, the FASB issued FSP Emerging Issues Task Force ("EITF") Issue No. 09-1,
“Accounting for Own-Share Lending Arrangements in Contemplation of Convertible
Debt Issuance or Other Financing”. This Issue is effective for fiscal years
beginning on or after December 15, 2009, and interim periods within those fiscal
years for arrangements outstanding as of the beginning of those fiscal years.
Share lending arrangements that have been terminated as a result of counterparty
default prior to the effective date of this Issue but for which the entity has
not reached a final settlement as of the effective date are within the scope of
this Issue. This Issue requires retrospective application for all arrangements
outstanding as of the beginning of fiscal years beginning on or after December
15, 2009. This Issue is effective for arrangements entered into on or after the
beginning of the first reporting period that begins on or after June 15, 2009.
Early adoption is not permitted. The Company is currently assessing the impact
of FSP EITF 09-1 on its financial position and results of
operations.





Subsequent
Events





In May
2009, the FASB issued SFAS No. 165, “Subsequent Events”.(“SFAS No. 165”)
This Statement establishes general standards of accounting for and disclosures
of events that occur after the balance sheet date but before financial
statements are issued or are available to be issued.  It requires the
disclosure of the date through which an entity has evaluated subsequent events
and the basis for that date and is effective for interim and annual periods
ending after June 15, 2009.  The Company is currently assessing the
impact of the adoption of SFAS 165, if any, on our financial position, results
of operations or cash flows.





Interim
Disclosure about Fair Value of Financial Instruments





In April
2009, the FASB issued FASB Staff Position “FSP” No. SFAS 107-1 and APB 28-1,
“Interim Disclosures about Fair Value of Financial Instruments”.  This
FSP amends SFAS No. 107 to require disclosures about fair values of financial
instruments for interim reporting periods as well as in annual financial
statements.  The FSP also amends Accounting Principles Board Opinions
“APB Opinion” No. 28 to require those disclosures in summarized financial
information at interim reporting periods.  This FSP becomes effective
for interim reporting periods ending after June 15, 2009, with early adoption
permitted for periods ending after March 15, 2009.  The adoption of
this FSP is not expected to have a material impact on the Company’s consolidated
financial statements.





Amendments
to the Impairment Guidance of EITF Issue No. 99-20





In
January 2009, the FASB issued FSP Emerging Issues Task Force ("EITF") Issue No.
99-20-1, “Amendments to the Impairment Guidance of EITF Issue No. 99-20". This
FSP amends the impairment guidance in EITF Issue No. 99-20, “Recognition of
Interest Income and Impairment on Purchased Beneficial Interests and Beneficial
Interests That Continue to Be Held by a Transferor in Securitized Financial
Assets,” to achieve more consistent determination of whether an
other-than-temporary impairment has occurred. The FSP also retains and
emphasizes the objective of an other than- temporary impairment assessment and
the related disclosure requirements in FASB Statement No. 115, Accounting for
Certain Investments in Debt and Equity Securities, and other related guidance.
This Issue is effective for interim and annual reporting periods ending after
December 15, 2008, and shall be applied prospectively. Retrospective application
to a prior interim or annual reporting period is not permitted. The adoption of
FSP EITF 99-20-1 did not have a material effect on the Company’s consolidated
financial statements


F-6


Determining
the Fair Value of a Financial Asset When the Market for That Asset is Not
Active




In
October 2008, the FASB issued FSP FAS No. 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset is Not Active.”  This
FSP clarifies the application of SFAS No. 157, “Fair Value Measurements,” in a
market that is not active.  The FSP also provides examples for
determining the fair value of a financial asset when the market for that
financial asset is not active.  FSP FAS No. 157-3 was effective upon
issuance, including prior periods for which financial statements have not been
issued.  The impact of adoption was not material to the Company’s
consolidated financial condition or results of operations.




The
Hierarchy of Generally Accepted Accounting Principles




In May
2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles.”  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.




Determining
Fair Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not
Orderly





In April
2009, the FASB issued FSP FAS No. 157-4, “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly". This FSP provides additional
guidance for estimating fair value in accordance with FASB Statement No. 157,
Fair Value Measurements, when the volume and level of activity for the asset or
liability have significantly decreased. This FSP also includes guidance on
identifying circumstances that indicate a transaction is not orderly. FSP FAS
No. 157-4 is effective for interim and annual reporting periods ending after
June 15, 2009, and shall be applied prospectively.  The Company is
currently assessing the impact of FSP FAS No. 157-4 on its financial position
and results of operations.





Recognition
and Presentation of Other-Than-Temporary Impairments





In April
2009, the FASB issued FSP FAS No. 115-2 and FAS No. 124-2, “Recognition and
Presentation of Other-Than-Temporary Impairments ". The objective of an
other-than-temporary impairment analysis under existing U.S. generally accepted
accounting principles (GAAP) is to determine whether the holder of an investment
in a debt or equity security for which changes in fair value are not regularly
recognized in earnings (such as securities classified as held-to-maturity or
available-for-sale) should recognize a loss in earnings when the investment is
impaired. An investment is impaired if the fair value of the investment is less
than its amortized cost basis. FSP FAS No. 115-2 and FAS No. 124-2 is effective
for interim and annual reporting periods ending after June 15, 2009, with early
adoption permitted for periods ending after March 15, 2009. Earlier adoption for
periods ending before March 15, 2009, is not permitted.  The Company
is currently assessing the impact of FSP FAS No. 115-2 and FAS No. 124-2 on its
financial position and results of operations.





Interim
Disclosures about Fair Value of Financial Instruments





In April
2009, the FASB issued FSP FAS No. 107-1 and APB No. 28-1, “Interim Disclosures
about Fair Value of Financial Instruments". This FSP amends SFAS No. 107,
Disclosures about Fair Value of Financial Instruments, to require disclosures
about fair value of financial instruments for interim reporting periods of
publicly traded companies as well as in annual financial statements. This FSP
also amends APB Opinion No. 28, Interim Financial Reporting, to require those
disclosures in summarized financial information at interim reporting periods.
FSP FAS No. 107-1 is effective for interim reporting periods ending after June
15, 2009, with early adoption permitted for periods ending after March 15,
2009.  The Company is currently assessing the impact of FSP FAS No.
107-1 on its financial position and results of operations.


F-7


Determination
of the Useful Life of Intangible Assets





In April
2008, the FASB issued 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.” This statement requires that
objectives for using derivative instruments be disclosed in terms of underlying
risk and accounting designation. The Company was required to adopt SFAS No. 161
on January 1, 2009. The adoption of SFAS No.161 on January 1, 2009 did not have
a material effect on the Company’s consolidated financial
statements.





Fair
Value Option for Financial Assets and Financial Liabilities





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities – Including an amendment of SFAS No.
115,” which becomes effective on February 1, 2008, permits companies to choose
to measure many financial instruments and certain other items at fair value and
report unrealized gains and losses in earnings. Such accounting is optional and
is generally to be applied instrument by instrument. The election of this
fair-value option did not have a material effect on its consolidated financial
condition, results of operations, cash flows or disclosures.





Fair
Value Measurements





In
September 2006, the FASB No. 157, “Fair Value Measurements” (“SFAS No. 157”).
SFAS No. 157 defines fair value, establishes a framework for measuring fair
value in accordance with generally accepted accounting principles and expands
disclosures about fair value investments. SFAS No. 157 was effective for
financial assets and liabilities on January 1, 2008. The statement deferred the
implementation of the provisions of SFAS No. 157 relating to certain
non-financial assets and liabilities until January 1, 2009. The adoption of SFAS
No.157 on January 1, 2009 for financial assets and liabilities did not have a
material effect on the Company’s consolidated financial statements.





NOTE
5 – LEGAL MATTERS





We are
subject to claims and legal actions that arise in the ordinary course of
business.  However, we are not currently subject to any claims or
actions that we believe would have a material adverse effect on our financial
position or results of operations.




In April
2009, the Company reached a settlement in the case of Martin Nathan, a former
attorney for the Company, who filed suit against the Company.  In his
petition, Mr. Nathan asserted that he performed certain legal services for the
Company and was never compensated.  On November 14, 2007, the Company
failed to appear for a preliminary hearing held before the 295th Judicial
District Court of Harris County, and the Court entered an interlocutory default
judgment against the Company.  On January 16, 2008, the Court entered a
final judgment against the Company, finding the Company liable for Mr. Nathan’s
damages, for a total amount of $90,456.   Subsequently, the Company
filed a motion for new trial.  In April 2009, the parties settled this
matter, and the Company agreed to issue Mr. Nathan 80,000 shares of restricted
common stock valued at $90,456. This amount has been accrued and reflected in
the Company’s statements of operations for the six and three months ended June
30, 2009.




NOTE
6 - SUBSEQUENT EVENTS





Effective
July 8, 2009, John A. Talamas resigned as Chief Operating Officer of the Company
for personal reasons.  Previously, on February 25, 2009, Mr. Talamas
had entered into an offer letter, Employee Agreement and Restricted Stock Grant
Agreement with the Company (collectively, the “Talamas Employment Agreement”),
whereby the Company issued him 500,000 shares of the Company’s common
stock.  In connection with Mr. Talamas’ resignation, the Company and
Mr. Talamas terminated the Talamas Employment Agreement and Mr. Talamas
transferred the 500,000 shares previously issued to him back to the
Company.


F-8





Effective
July 8, 2009, Brian M. Koslow resigned as the Company’s Executive Vice President
of Business Development.





Mr.
Koslow’s resignation resulted in a change in the Company’s business plan
related to the acquisition of the assets of One Source Plaintiff Funding, Inc.
as well as triggering an impairment analysis of the assets acquired. The Company
is currently evaluating the expected life of the intangible assets acquired on
February 28, 2009.  Impairments, if any, will be recorded in the
Company’s statement of operations for the quarter ending September 30,
2009.


F-9


ITEM
2.      MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS





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 in the Company’s last Form 10-K for 2008 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.




Management
Overview




Since
inception, the Company had engaged in and contemplated several ventures and
acquisitions, many of which were not consummated. In April 2005, the Company
began focusing on the development of the “MangaPets” interactive web portal and
acquiring other ventures in the technology sector. The Company entered into a
Portal Development Agreement in July 2005, with Sygenics Interactive Inc.
(“Sygenics”), a developer of advanced information management technology, located
in Montreal, Quebec, Canada, and an authorized licensee of Sygenics Inc. The
agreement provided for the design, development and deployment of an online
virtual pet portal/website.  However, in 2006, prior to Sygenics’
completion of the first stage of the portal, a dispute arose between the Company
and Sygenics that resulted in work being halted.  Since that time, the
Company has attempted to develop the web portal or form another strategic
relationship with a different developer to complete development of the web
portal.




During
the fourth quarter of 2007 through the fourth quarter of 2008, the Company
focused on consummating a transaction with a smartcard/e-purse company, First
Versatile Smartcard Solutions Corporation (“FVS”).  Through FVS, the
Company planned to provide 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, 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.  The transaction with FVS, however, was ultimately
rescinded.




At the
end of 2008, the Company launched its new business concept of delivering turnkey
solutions to spine surgeons and orthopedic surgeons for necessary and
appropriate treatment for musculo-skeletal spine injuries. In
connection with this business plan, in February 2009, the Company entered into
an agreement with Brian Koslow and David Waltzer to acquire the website and
proprietary methodologies of One Source Plaintiff Funding, Inc., a Florida
corporation (“One Source”). The agreement provided for the Company to acquire
the website and proprietary methodologies of One Source in exchange for 900,000
shares of the Company’s common stock. One Source’s website and proprietary
methodologies are used in the business of "lawsuit funding" for plaintiff
personal injury cases.  The Company altered its business plan in July
2009 and no longer plans to utilize One Source’s website and proprietary
methodologies.  Further, the Company is in the process of evaluating
whether the 900,000 shares of common stock issued in exchange for the One Source
assets were issued for valid consideration and is evaluating its rights in
connection with the transaction.  Mr. Koslow, the principal founder of
One Source, resigned as Executive Vice President of Business Development of the
Company on July 8, 2009, as reported in the Form 8-K filed with the Securities
and Exchange Commission on July 13, 2009.  The Company is currently
evaluating the expected life of the assets acquired.  Impairments, if
any, will be recorded in the Company’s statement of operations for the quarter
ending September 30, 2009.  Moving forward, the Company’s main focus
will be on the development of spine testing centers needed by spine surgeons and
orthopedic surgeons.  The Company will be treating patients in August
2009 at the Company’s first spine testing center located at 5225 Katy Freeway,
Suite 600, Houston, Texas 77007.






3




Spine
Pain Management, Inc. (SPMI)


Following
the exit from the smart card business at the end of December 2008, through Spine
Pain Management, Inc. (“SPMI”), the Company began initial work to launch its new
business of delivering turnkey solutions to spine surgeons and orthopedic
surgeons for necessary and appropriate treatment for musculo-skeletal spine
injuries resulting from automobile and work-related accidents.  A goal
of the Company is to become a leader in providing care management services to
spine surgeons and orthopedic surgeons to facilitate proper treatment of their
injured clients.  By providing early treatment, the Company believes
that health conditions can be prevented from escalating and injured victims can
be quickly placed on the road to recovery.  The Company believes its
patient advocacy will be rewarding to patients who obtain needed relief from
painful conditions.  The Company intends to provide a care management
program that advocates for the injured victims by moving treatment forward to
conclusion without the delay and hindrance of the legal
process.




In the
future, the Company intends to develop or acquire businesses that will focus on
the management of musculo-skeletal injuries, including pain management, medical
imaging, and surgical evaluation.  With SPMI's new business plan, the
Company will be reevaluating MangaPet's business of developing a web portal
containing games, merchandizing, and other entertainment activities to determine
the viability of that business concept. No formal timeline has been
established for this reevaluation.





The
Company does not have sufficient cash flow to operate over the next fiscal year
without a substantial infusion of operating capital. It will be necessary for
the Company to either borrow funds to operate or generate funds through the sale
of equity in the Company or its subsidiaries. There can be no assurance that the
Company will be able to generate sufficient income from either borrowing, the
sale of equity, or a combination thereof to allow it to operate its business
during the coming year. Unless the Company is successful in raising additional
operating capital, it will not have sufficient funds to operate during the
balance of the fiscal year.




Results
of Operations




The
unaudited financial statements as of June 30, 2009 and for the three and six
months ended June 30, 2009 and 2008 have been prepared in accordance with
accounting principles generally accepted in the United States for interim
financial information and with instructions to Form 10-Q. In the opinion of
management, the unaudited financial statements have been prepared on the same
basis as the annual financial statements and reflect all adjustments, which
include only normal recurring adjustments, necessary to present fairly the
financial position as of June 30, 2009 and the results of operations and cash
flows for the periods ended June 30, 2009 and 2008. The financial data and other
information disclosed in these notes to the interim financial statements related
to these periods are unaudited. The results for the three and six months ended
June 30, 2009 are not necessarily indicative of the results to be expected for
any subsequent quarter or of the entire year ending December 31,
2009.




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, 2008 as included in our report
on Form 10-K.




Comparison
of the three month period ended June 30, 2009 with the three month period ended
June 30, 2008.




The
Company recorded no revenues from operations for the three months ended June 30,
2009 and 2008.




During
the three month period ended June 30, 2009, the Company’s operations were
limited to initial planning of the Company’s SPMI business and satisfying
continuous public disclosure requirements.




The total
operating expenses for the three months ended June 30, 2009 and June 30, 2008
were $394,029 and $140,659, respectively, representing an increase of $253,370
or 180.1%.  This increase is due primarily to stock based compensation
expenses in 2009, as well as an accrual expenses for legal settlement. Total
operating expenses for the three months ended June 30, 2009 were related to
selling, general and administrative expenses.


4




As a
result of the foregoing, we incurred a net loss of $394,029 for the three months
ended June 30, 2009, compared to $140,659 for the three months ended June 30,
2008, an increase in net loss of $253,370 or 180.1%.





Comparison
of the six month period ended June 30, 2009 with the six month period ended June
30, 2008.




The
Company recorded no revenues from operations for the six months ended June 30,
2009 and 2008.




The total
operating expenses for the six months ended June 30, 2009 and June 30, 2008 were
$1,050,903 and $233,871, respectively, representing an increase of $817,032 or
349.3%.  This increase is due primarily to stock based compensation
expenses in 2009 as well as accrual expenses for legal settlement. Total
operating expenses for the six months were related to selling, general and
administrative expenses.





As a
result of the foregoing, we incurred a net loss of $1,050,903 for the six months
ended June 30, 2009, compared to $233,871 for the six months ended June 30,
2008, an increase in net loss of $817,032 or 349.3%.




Losses




For the
period from January 1, 2005 (date upon which the Company re-entered the
development stage) to June 30, 2009, the Company recorded cumulative operating
losses of $7,191,502. The majority of the Company’s operating losses are
attributable to general and administrative expenses of $6,838,536 and costs in
connection with the website planning costs of $144,406 and impairment of the web
portal of $477,275. The Company has not generated 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 2009, the Company anticipates
incurring losses as a result of, administration expenses, accounting costs, and
expenses associated with maintaining its disclosure obligations under the
Securities Exchange Act of 1934, as amended (“Exchange Act”).




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 $230,697 of intangible assets as of June 30, 2009 and no asset
at December 31, 2008. Net stockholders’ deficiency in the Company was $719,558
at June 30, 2009.




Net cash
used in operating activities for the six month period ended June 30, 2009 was
$163,721 as compared to cash used in operating activities of $40,345 for the six
month period ended June 30, 2008. The increase of cash flow used in operating
activities was due in large part to an increase in losses for the period of
$817,032 and a decrease in accounts payable and accrued liabilities of
approximately $31,955, offset by an increase of costs of issuing common stock
for services of approximately $725,916. There were no cash flows from or used in
investing activities for the six month period ended June 30, 2009 and cash flows
used in investing activities for the six month period ended June 30, 2008 was
$38,000 for investment in subsidiaries. Net cash provided by financing
activities of $163,721 for the six months period ended June 30, 2009 was related
to proceeds from related party. Cash flows provided by financing activities for
the six month period ended June 30, 2008 was $68,147, representing $50,000 of
proceeds from advances payable and $18,147 of proceeds from related
party.




The
Company’s current assets are not sufficient to conduct its plan of operation
over the next twelve months. The Company will have to seek debt or equity
financing to fund operating activities associated with its SPMI business plan.
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.
Accordingly, the Company’s inability to obtain funding would have a material
adverse effect on its plan of operation.




Critical
Accounting Policies




In the
notes to the audited consolidated financial statements for the year ended
December 31, 2008 and in our annual report on Form 10-K 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.


5




ITEM
3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK




Not
Applicable.




ITEM
4T.   CONTROLS AND PROCEDURES





Our
principal executive officer and principal financial officer (the “Certifying
Officer”) is responsible for establishing and maintaining disclosure controls
and procedures for our Company. Such officer has 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
and principal financial officer as appropriate, to allow timely decisions
regarding required disclosure.





The
Certifying Officer has also indicated that there were no changes in our internal
controls over financial reporting or other factors that could significantly
affect such controls during the period covered by this report, and there were no
corrective actions with regard to significant deficiencies and material
weaknesses.




Our
management, including the Certifying Officer, does 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.


6




PART
II   OTHER INFORMATION




ITEM
1.   LEGAL PROCEEDINGS




In April
2009, the Company reached a settlement in the case of Martin Nathan, a former
attorney for the Company, who filed suit against the Company.  In his
petition, Mr. Nathan asserted that he performed certain legal services for the
Company and was never compensated.  On November 14, 2007, the Company
failed to appear for a preliminary hearing held before the 295th Judicial
District Court of Harris County, and the Court entered an interlocutory default
judgment against the Company.  On January 16, 2008, the Court entered
a final judgment against the Company, finding the Company liable for Mr.
Nathan’s damages, for a total amount of $90,456.   Subsequently,
the Company filed a motion for new trial.  In April 2009, the parties
settled this matter, and the Company agreed to issue Mr. Nathan 80,000 shares of
restricted common stock valued at $90,456. This amount has been accrued and
reflected in the Company’s statements of operations for the six and three months
ended June 30, 2009.




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.




ITEM
2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS




None.




ITEM
3.   DEFAULTS UPON SENIOR SECURITIES




None.




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




None.


7




ITEM
5.   EXHIBITS




INDEX
TO EXHIBITS




Exhibit
                  No.
                
                Description3(i)(a)
                
                Articles
      of Incorporation dated March 4, 1998. (Incorporated by reference from Form
      10SB filed with the SEC on January 5, 2000.) *3(i)(b)
                
                Amended
      Articles of Incorporation dated April 23,1998. (Incorporated by reference
      from Form 10SB filed with the SEC on January 5, 2000.)
*3(i)(c)
                
                Amended
      Articles of Incorporation dated January 4, 2002. (Incorporated by
      reference from Form 10KSB filed with the SEC on May 21, 2003.)
      *3(i)(d)
                
                Amended
      Articles of Incorporation dated December 19, 2003. (Incorporated by
      reference from Form 10KSB filed with the SEC on May 20, 2004.)
      *3(i)(e)
                
                Amended
      Articles of Incorporation dated November 4, 2004. (Incorporated by
      reference from Form 10KSB filed with the SEC on April 15,2005)
      *3(i)(f)
                
                Amended
      Articles of Incorporation dated September 7,2005. (Incorporated by
      reference from Form 10QSB filed with the SEC on November 16, 2005)
      *3(ii)
                
                By-Laws
      dated April 23, 1998. (Incorporated by reference from Form 10SB filed with
      the SEC on January 5, 2000.) *10(i)
                
                The
      2003 Benefit Plan of Delta Capital Technologies, Inc. dated August 20,
      2003 (Incorporated by reference from Form S-8 filed with the SEC on August
      26, 2003) *10(ii)
                
                Employee
      Agreement dated April 30, 2004 between the Company and Kent Carasquero.
      (Incorporated by reference from Form 10KSB filed with the SEC on May 20,
      2004 *10(iii)
                
                Employee
      Agreement dated April 30, 2004 between the Company and Martin Tutschek.
      (Incorporated by reference from Form 10KSB filed with the SEC on May 20,
      2004) *10(iv)
                
                Employee
      Agreement dated October 1, 2004 between the Company and Roderick Shand
      (Incorporated by reference from Form 10KSB filed with the SEC on April 15,
      2005) *10(v)
                
                Employee
      Agreement dated October 1, 2004 between the Company and Mr. Paul Bains
      (Incorporated by reference from Form 10KSB filed with the SEC on April 15,
      2005) *10(vi)
                
                Consulting
      Agreement dated October 1, 2004 between the Company and Kent Carasquero.
      (Incorporated by reference from Form 10KSB filed with the SEC on April 15,
      2005) *10(vii)
                
                Portal
      Development Agreement dated July 15, 2005 between the Company and Sygenics
      Interactive Inc. (Incorporated by reference from Form 8-K filed with the
      SEC on August 9, 2005) *10(viii)
                
                Debt
      Settlement Agreement dated August 3, 2005 between the Company and Rajesh
      Vadavia and Sygenics Interactive, Inc. (Incorporated by reference from
      Form 10KSB filed with the SEC on April 17, 2006) *10(ix)
                
                Debt
      Settlement Agreement dated September 30, 2005 between the Company and
      Leslie Lounsbury.  (Incorporated by reference from Form 10QSB
      filed with the SEC on November 16, 2005) *10(x)
                
                Debt
      Settlement Agreement dated November 9, 2005 between the Company and
      Roderick Shand. (Incorporated by reference from Form 10KSB filed on April
      17, 2006) *10(xi)
                
                Debt
      Settlement Agreement dated November 9, 2005 between the Company and Paul
      Bains. (Incorporated by reference from Form 10KSB filed on April 17, 2006)
      *10(xii)
                
                Agreement
      and Plan of Merger between MangaPets Inc. and Intrepid World
      Communications Corporation dated January 29, 2007.(Incorporated by
      reference from Form 8k filed on January 29,2007) *10(xiii)
                
                Merger
      Agreement dated November 21, 2007 between the Company and First Versatile
      Smartcard Solutions Corporation (Incorporated by reference from Form 8-K
      filed on April 22, 2008) *10(xiv)
                
                Stock
      Purchase Agreement dated April 28, 2008 between the Company, First
      Versatile Smartcard Solutions Corporation and MacKay Group,
      Ltd. (Incorporated by reference from Form 10-K filed on April 15,
      2009)*10(xv)
                
                Mutual
      Release and Settlement Agreement dated December 30, 2008 between the
      Company, James MacKay, MacKay Group, Ltd., Celebrity Foods, Inc. and
      Michael Cimino. (Incorporated by reference from Form 10-K filed on April
      15, 2009)*10(xvi)
                
                Employment
      Agreement dated February 21, 2009 between the Company and William Donovan,
      M.D. (Incorporated by reference from Form 10-K filed on April 15,
      2009)*10(xvii)
                
                Employment
      Agreement dated February 25, 2009 between the Company and John Talamas
      (Incorporated by reference from Form 10-K filed on April 15,
      2009)*10(xviii)
                
                Employment
      Agreement dated February 21, 2009 between the Company and Brian Koslow
      (Incorporated by reference from Form 10-K filed on April 15,
      2009)*31
                
                Certification
      Pursuant to Rule 13a-14(A)/15d-14(A) of the Securities Act of 1934 as
      amended, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of
      2003.32
                
                Certification
      Pursuant to 18 U.S.C. Section 1350, Section 906 of the Sarbanes-Oxley Act
      of 2002.





*
Incorporated by reference from previous filings of the Company


8




SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.





Versa
Card, Inc.





By:
                /s/ William Donovan, M.D.
                
                Dated:
      August 14, 2009William
      Donovan, M.D.President
      and Chief Executive
Officer


9