UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K/A


Amendment No.
1




(Mark
One)




x Annual report under
Section 13 or 15(d) of the Securities Exchange Act of 1934


For the
fiscal year ended December 31,
2008.




o Transition report
under Section 13 or 15(d) of the Securities Exchange Act of 1934 (No fee
required)


For the
transition period from _______ to _______.




Commission file number: 000-27407




VERSA CARD,
INC.


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


(Name of
Registrant in Its Charter)




Delaware
                
                98-0187705(State
      or Other Jurisdiction of Incorporation or
                
                (I.R.S.
      Employer Identification No.)Organization)




5225
Katy Freeway


Suite
600


Houston,
Texas   77007


(Address
of Principal Executive Offices)




(713)
816-7303


(Issuer's
Telephone Number, Including Area Code)




Securities
registered under Section 12(g) of the Exchange Act:




Title of Each
Class


Common
Stock ($0.001 Par Value)




Indicate
by check mark if the Registrant is a well-known seasoned issuer as defined in
Rule 405 of the Securities Act.    Yes  ̈    No  x




Indicate
by check mark if the Registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the
Act.    Yes   ̈    No  x




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 if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the Registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   ̈




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
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):




Large
accelerated filer   ̈    Accelerated
filer   ̈


Non-accelerated
filer   ̈    Smaller
reporting company  x




Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).    Yes   ̈    No  x




At June
30, 2008, the aggregate market value of shares held by non-affiliates of the
Registrant (based upon 8,859,648 on June 30, 2008) was
$3,986,842.




At
December 31, 2008, there were 13,317,682 shares of the Registrant’s common stock
outstanding (the only class of voting common stock).




At March
23, 2009, there were 16,317,682 shares of the Registrant’s common stock
outstanding (the only class of voting common stock).







DOCUMENTS
INCORPORATED BY REFERENCE


None.




2




TABLE
OF CONTENTS




PART
      IItem
      1.
                    Business
                    4Item
      1A.
                    Risk
      Factors
                    11Item
      2.
                    Properties
                    17Item
      3.
                    Legal
      Proceedings
                    17Item
      4.
                    Submission
      of Matters to a Vote of Security-Holders
                    17PART
      IIItem
      5.
                    Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                    18Item
      6.
                    Selected
      Financial DataItem
      7.
                    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                    19Item
      8.
                    Financial
      Statements and Supplementary Data
                    22Item
      9.
                    Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                    42Item
      9A.
                    Controls
      and Procedures
                    42Item
      9B.
                    Other
      Information
                    43PART
      IIIItem
      10.
                    Directors,
      Executive Officer and Corporate Governance
                    44Item
      11.
                    Executive
      Compensation
                    47Item
      12.
                    Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                    48Item
      13.
                    Certain
      Relationships and Related Transactions, and Director
      Independence
                    48Item
      14.
                    Principal
      Accountant Fees and Services
                    49Item
      15.
                    Exhibits,
      Financial Statement Schedules
                    50Signatures




3




Versa
Card, Inc. is filing this Amendment No. 1 on Form 10-K/A to its Form
10-K for the year ended December 31, 2008 that was originally filed with the
Securities and Exchange Commission ("SEC") on April 15, 2009 (the
"Original 10-K") to correct typographical errors to the headings of the
financial statements.
  This
Amendment No. 1 continues to speak as of the date of the Original 10-K, and we
have not updated the disclosure contained herein to reflect any events that
occurred at a later date other than that set forth above. All information
contained in this Amendment No. 1 is subject to updating and supplementing as
provided in our periodic reports filed with the SEC subsequent to the date of
the filing of the Original 10-K.






PART
I




ITEM
1.  BUSINESS




General




As used
herein, the terms “Company,” “we,” “our”, and “us” refer to Versa Card,
Inc.  d/b/a Spine Pain Management, Inc. (“SPMI”), formerly known as
Intrepid Global Imaging 3D, Inc., MangaPets, Inc. and Newmark Ventures, Inc., a
Delaware corporation and its subsidiaries and predecessors, unless the context
indicates otherwise.  The Company is a development stage company,
which was incorporated in Delaware on March 4, 1998.




In April
2005, the Company began focusing on the development of the “Manga” 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
2006, in addition to developing the Manga themed web portal, the Company
expended resources toward establishing a U.K. based subsidiary company to pursue
acquisitions in the gaming sector. On the advice of counsel, and unfavorable
events in the United States pertaining to on-line gaming, the Company decided
not to pursue on-line gaming ventures. At this
time the Company needs to reevaluate 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.




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 (as described below in more detail).





4




At the
end of December 2008, the Company began moving forward to launch its new
business of delivering turnkey solutions to spine surgeons and plaintiff
attorneys for necessary and appropriate treatment for muculo-skeletal spine
injuries.  In connection with this business plan, in February 2009,
the Company acquired One Source Plaintiff Funding, Inc. (“One Source”), a
Florida corporation that owns a web site and proprietary methodologies used in
the business of “lawsuit funding”.  The Company plans to use the One
Source web site and proprietary methodologies as one component of its business
strategy to invest in plaintiff personal injury lawsuits.




FVS
Transaction




On April
28, 2008, the Company entered into a Stock Purchase Agreement with First
Versatile Smartcard Solutions Corporation, a Philippians corporation (“FVS”)
and  MacKay Group Limited (“MKG”), the sole shareholder of FVS, to
acquire all outstanding equity securities of FVS.  The Stock Purchase
Agreement superseded a Merger Agreement that the Company and FVS had previously
entered into on November 21, 2007.  The transaction effected by the
Merger Agreement and the Stock Purchase Agreement shall be referred to as the
“FVS Transaction,” in this report.  As a result of the FVS
Transaction:





·
            The Company issued under Section
      4(2) of the Securities Act, 18,000,000 shares of common stock to MKG in
      exchange for all outstanding equity securities of FVS (which shares were
      to be held by MKG contingently, pending the consummation of the FVS
      Transaction);


·
            The Company issued additional
      shares of common stock in connection with the FVS Transaction, including
      7,500,000 shares to James MacKay, the beneficial owner of MKG, 2,000,000
      shares to Celebrity Foods, Inc., and 500,000 shares to Shane Mulcahy for
      compensation;


·
            The
      Company issued 3,000,000 shares of common stock to Hamouth Family Trust
      and 2,000,000 shares to William Roger Dunavant (which shares were issued
      to Hamouth Family Trust and Mr. Dunavant conditionally in connection with
      the FVS Transaction);


·
            FVS became a wholly owned
      subsidiary of the Company;


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


·
            The Company attempted to enter
      into 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 one member to three members; (b) accepted the
resignation of Richard Specht as a Director and Officer; (c) appointed
James R. MacKay, Zacarias Rivera, and Dr. William Donovan as Directors; and
(d) elected James R. MacKay as Chief Executive Officer and Dr. William
Donovan as Secretary.




On
September 9, 2008, the Board of Directors: (a) accepted the resignation of James
MacKay as the Chief Executive Officer (CEO); and (b) elected Shane Mulcahy,
Chief Executive Officer.




Subsequently,
based on various factors, the acquisition of FVS did not meet the expectations
of Versa Card or FVS, and it was deemed necessary to rescind the FVS
Transaction.  On December 30, 2008, the Company entered into a Mutual
Release and Settlement Agreement (the "Settlement Agreement") to effectively
rescind the transactions effected by a Stock Purchase Agreement dated April 28,
2008 (the "Acquisition Agreement").  Pursuant to the Settlement
Agreement, James MacKay, Celebrity Foods, Inc., and Shane Mulcahy tendered to
Versa Card 25,092,000, 1,900,000, and 500,000 shares of common stock,
respectively (a total of 27,492,000 shares) for cancellation. Pursuant to the
Settlement Agreement and in consideration for the transactions contemplated by
the Settlement Agreement, James MacKay and Celebrity Foods, Inc., retained
408,000 and 100,000 shares of common stock respectively, and the Company
returned all shares of FVS it acquired pursuant to the FVS Transaction. In
addition, the Settlement Agreement provides for a mutual release of claims. With
regards to the FVS Transaction, the 5,000,000 shares of the Company’s common
stock issued to Hamouth Family Trust and William Roger Dunavant remain
outstanding to date.  The Company currently is in the process of
evaluating whether the issuances of these 5,000,000 shares were effectively
rescinded upon the rescission of the FVS Transaction.  As such, the
Company may negotiate the return of these 5,000,000 shares.





5




In
connection with the Settlement Agreement, James R. MacKay and Zacarias Rivera
resigned as Directors of Versa Card; and Shane Mulcahy resigned as Chief
Executive Officer.  The remaining member of the Board of Directors,
Dr. William Donovan (a) appointed Timothy Donovan, the son of Dr. William
Donovan, as interim Chief Executive Officer, (b) appointed Richard Specht as a
Director of the Corporation, (c) appointed Richard Specht as head of the
Compensation Committee, and (d) resigned as a member of the Compensation
Committee.  Subsequently on January 28, 2009, Timothy Donovan resigned
as Chief Executive Officer, and Dr. William Donovan was appointed Chief
Executive Officer.




Spine
Pain Management, Inc. (SPMI)




Following
the exit from the smart card business at the end of December 2008, through SPMI,
the Company began initial work to launch its new business of delivering turnkey
solutions to spine surgeons and plaintiff attorneys for necessary and
appropriate treatment for muculo-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
plaintiff attorneys to facilitate proper treatment of their injured
clients.  By pre-funding diagnostic testing and non-invasive and
surgical care, patients are not unnecessarily delayed or prevented from needed
treatment.  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, and moreover, provides spine surgeons and attorneys a
solution to offset the cost of care prior to settlement.  The
acquisition of One Source is one part of this new business initiative. The
Company intends to pro-actively support personal injury attorneys and injured
victims by:




·
            Directly
      investing in appropriate personal injury cases to pay for necessary and
      appropriate treatment for musculo-skeletal injuries resulting from
      accidents and certain other expenses of injured victims;
    and


·
            Providing
      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.




SPMI
Market




A
substantial amount of money is paid in tort lawsuit settlements annually. The
Company believes the number of motor vehicle accidents, medical mal-practice,
wrongful death and other negligence claims, settlement amounts, and jury
verdicts in the United States are increasing. The growing backlog of cases and
the increasing length of time to bring a case to trial or settlement coupled
with the rising costs of litigation create a financial burden for the injured
victim in a personal injury case. The Company believes that insurance companies
and the defense bar have created impediments to prompt effective medical
treatment. The Company also believes that the lack of defined and coordinated
treatment plans and documentation can diminish the ultimate settlement value of
a case.




SPMI Business
Model




The
Company plans to address this market by:




·
            Paying
      for necessary medical treatment;


·
            Advancing
      funds to pay for other expenses;


·
            Managing
      and coordinating patient care to support the case settlement
      value.




6




SPMI Case Investment
Strategy


The
Company's case investment strategy is to fund, in appropriate instances,
physical therapy, diagnostic imaging, pain management services, surgery, and
other expenses. The Company will utilize a proprietary process to evaluate each
case and analyze the likelihood and amount of a settlement prior to investing in
a case. If the Company makes a determination to invest in a case, the patient's
care may, depending on the nature of the injury and the scope of the treatment,
be managed under the Company's care management program. The Company will refer
the patient to physicians, faculties, and care providers, some of which may be
under contract to us. The Company will either pay for the cost of the care at
pre-negotiated rates or purchase the receivable from the care provider at
pre-negotiated rates depending on the nature of the service.




Prior to
rendering medical services, the Company will obtain letters of protection from
the attorney. A letter of protection obligates the attorney to pay for medical
services provided by us, from the settlement proceeds in a case. If the Company
makes advances to an accident victim, we will contract directly with the
personal injury accident victim and will obtain a partial, non-recourse,
interest in and to any future settlement or judgment related to the pending
claim and/or lawsuit.




The
Company will be paid when the case settles, and is exposed to the risk of
non-payment. We expect that some cases will not be favorably determined for the
accident victim, with the result that we will suffer a loss of the amounts
invested in the case, however, we believe that overall, the number of cases
favorably determined will offset the number of cases that are not favorably
determined and produce acceptable returns for the Company and its
shareholders.




SPMI Care Management
Strategy




The
Company's care management program was developed by Dr. William Donovan, our
current Chief Executive Officer and Director. Our care management program
generally begins with physical therapy. If there is no improvement in patient
condition following sufficient amounts of physical therapy, the patient is
referred for pain management therapy and diagnostic imaging, and if medically
necessary, surgery.




We
believe that our care management program improves the medical outcomes for
injured victims by providing timely, medically necessary, treatment of injuries
and improves the settlement value of the injured victim's case by completing
required medical treatment prior to settlement and providing clear and
consistent medical records.




Document
Management




The
Company intends to use PaperWise to manage medical records for patient
cases.  PaperWise is an enterprise document management and workflow
solutions manufacturer focused on providing adaptable and scalable solutions to
a range of different businesses. The PaperWise platform builds a manageable
infrastructure that protects data, documents and files from loss and corruption,
while making information instantly available to users.  Through
collaboration with Paperwise, the Company believes it can retain and provide
easy access to medical records of its patients. The Company's document
management will be provided under tight, fully-HIPPA compliant
security.




SPMI
Marketing




The
Company will primarily rely on patient referrals from spine surgeons and
plaintiff personal injury attorneys. We intend to target plaintiff personal
injury attorneys in larger and midsize metropolitan areas located in states that
are considered “plaintiff friendly.” We will indentify spine surgeons and
plaintiff personal injury attorneys with large amounts of activity and market
SPMI's services directly to these surgeons and attorneys.  The Company
believes that its services and attorney support will be favorably received and
result in referrals of injury patients. We intend to have our SPMI business
operational in at least ten cities by September 2011, of which there can be no
assurances.




7




The
MangaPets web portal




The
portal contains games, merchandizing, and activities inspired by the "Manga"
theme. The term “Manga” has come to describe Japanese comic books and animated
cartoons.




Being
developed for the sites are:




·
            interactive,
      engaging, and interesting Manga inspired characters, pets, species and
      avatars who the users will be able to
identify;


·
            games
      and situations where users can accumulate virtual points which they can
      use to trade with other users or exchange for items for their pets,
      species or avatars;


·
            several
      different settings or environments which blend and join together to create
      one complete community or world through which users can
      traverse;


·
            storylines
      and narratives, names and profiles for the characters, names and
      descriptions for the different
environments;


·
            a
      virtual shopping mall where national and international chain stores can
      rent web site space for the purpose of showcasing their goods and
      providing them with an advertising opportunity and where users will be
      able to use their virtual points to purchase virtual goods for their pets,
      species and avatars, as well as exchange them for discount purchase
      vouchers for "real" items for their personal
  use;


·
            an
      integrated back end e-commerce engine that will allow for the
      merchandising and licensing of products associated with the site;
      and


·
            Japanese,
      Chinese, Korean, French, Spanish, German, Italian and Portuguese
      translations of the site content.




The
MangaPets web portal is aimed at establishing an international community of
interest focused around a very popular and diverse form of cultural expression,
highly popular in a number of Asian countries, and with rapidly growing
popularity in North America. This community is not, thus far, well-served in web
sites catering to people whose languages and cultural milieu originate from
Europe. At this
time the Company needs to reevaluate 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.




Governmental
Regulation




SPMI




As a
provider of health care management services, we are subject to extensive and
increasing regulation by a number of governmental entities at the federal,
state, and local levels. We are also subject to laws and regulations relating to
business corporations in general. In recent years, Congress and state
legislatures have introduced an increasing number of proposals to make
significant changes in the healthcare system. Changes in law and regulatory
interpretations could reduce our revenue and profitability.




Corporate
Practice of Medicine and Other Laws




We are
not licensed to practice medicine. Every state in which our SPMI segment
operates limits the practice of medicine to licensed individuals or professional
organizations comprised of licensed individuals. Business corporations generally
may not exercise control over the medical decisions of physicians. Many states
also limit the scope of business relationships between business entities and
medical professionals, particularly with respect to fee splitting. Most state
fee-splitting laws only prohibit a physician from sharing medical fees with a
referral source, but some states have interpreted certain management agreements
between business entities and physicians as unlawful fee-splitting. Statutes and
regulations relating to the practice of medicine, fee-splitting, and similar
issues vary widely from state to state. Because these laws are often vague,
their application is frequently dependent on court rulings and attorney general
opinions.





8




Under the
agreements we plan to enter into with spine surgeons, the surgeons retain sole
responsibility for all medical decisions, developing operating policies and
procedures, implementing professional standards and controls, and maintaining
malpractice insurance. We attempt to structure all our health services
operations, including arrangements with our spine surgeons, to comply with
applicable state statutes regarding corporate practice of medicine,
fee-splitting, and similar issues. However, there can be no
assurance:




•
            
            that
      private parties, or courts or governmental officials with the power to
      interpret or enforce these laws and regulations, will not assert that we
      are in violation of such laws and
regulations;




•
            
            that
      future interpretations of such laws and regulations will not require us to
      modify the structure and organization of our business;
  or




•
            
            that
      any such enforcement action, which could subject us and our affiliated
      professional groups to penalties or restructuring or reorganization of our
      business, will not adversely affect our business or results of
      operations.




HIPAA
Administrative Simplification Provisions—Patient Privacy and
Security




The
Health Insurance Portability and Accountability Act of 1996, commonly known as
“HIPAA,” requires the adoption of standards for the exchange of health
information in an effort to encourage overall administrative simplification and
to enhance the effectiveness and efficiency of the healthcare industry. Pursuant
to HIPAA, the Secretary of the Department of Health and Human Services has
issued final rules concerning the privacy and security of health information,
the establishment of standard transactions and code sets, and the adoption of a
unique employer identifier and a national provider
identifier.  Noncompliance with the administrative simplification
provisions can result in civil monetary penalties up to $100 per violation as
well as criminal penalties that include fines and imprisonment. The Department
of Health and Human Services Office of Civil Rights is charged with implementing
and enforcing the privacy standards, while the Centers for Medicare and Medicaid
Services are responsible for implementing and enforcing the security standards,
the transactions and code sets standards, and the other HIPAA administrative
simplification provisions.




The HIPAA
requirements only apply to “covered entities,” such as health plans, healthcare
clearinghouses, and healthcare providers, which transmit any health information
in electronic form. Our SPMI segment is likely considered a “covered entity”
under HIPAA.




Of the
HIPAA requirements, the privacy standards and the security standards have the
most significant impact on our business operations. Compliance with the privacy
standards was required by April 14, 2003. The privacy standards require
covered entities to implement certain procedures to govern the use and
disclosure of protected health information and to safeguard such information
from inappropriate access, use, or disclosure. Protected health information
includes individually identifiable health information, such as an individual’s
medical records, transmitted or maintained in any format, including paper and
electronic records. The privacy standards establish the different levels of
individual permission that are required before a covered entity may use or
disclose an individual’s protected health information, and establish new rights
for the individual with respect to his or her protected health
information.




The final
security rule was effective on April 21, 2003, and compliance with the
security standards was required by April 21, 2005. This rule establishes
security standards that apply to covered entities. The security standards are
designed to protect health information against reasonably anticipated threats or
hazards to the security or integrity of the information, and to protect the
information against unauthorized use or disclosure. The security standards
establish a national standard for protecting the security and integrity of
medical records when they are kept in electronic form.





The
administrative simplification provisions of HIPAA require the use of uniform
electronic data transmission standards for healthcare claims and payment
transactions submitted or received electronically. We believe that we will be in
substantial compliance with the transaction and code set standards as of the
date our SPMI segment is operational. The transaction standards require us to
use standard code sets when we transmit health information in connection with
certain transactions, including health claims and health payment and remittance
advice.





9




In
addition, on January 23, 2004, the Secretary of the Department of Health
and Human Services published a Final Rule that requires each healthcare provider
to adopt a standard unique health identifier, the National Provider Identifier
(“NPI”). The NPI will identify healthcare providers in the electronic
transactions for which the Secretary has already adopted standards (the
“standard transactions”). These transactions include claims, eligibility
inquiries and responses, claim status inquiries and responses, referrals, and
remittance advices. All health plans and all healthcare clearinghouses must
accept and use NPIs in standard transactions.




Other
Privacy and Confidentiality Laws




In
addition to the HIPAA requirements described above, numerous other state and
federal laws regulate the privacy of an individual’s health information. These
laws specify how an individual’s health information may be used internally, the
persons to whom health information may be disclosed, and the conditions under
which such uses and disclosures may occur. Many states have requirements
relating to an individual’s right to access his or her own medical records, as
well as requirements relating to the use and content of consent or authorization
forms. Also, because of employers’ economic interests in paying medical bills
for injured employees and in the timing of the injured employees’ return to
work, many states have enacted special confidentiality laws relating to
disclosures of medical information in workers’ compensation claims. These laws
limit employer access to such information. Many states have also passed laws
that regulate the notification process to individuals when a security breach
involving an individual’s personally identifiable information, such as social
security number or date of birth, occurs. To the extent that state law affords
greater protection of an individual’s health information than that provided
under HIPAA, the state law will control.




We
anticipate that there will be more regulation in the areas of privacy and
confidentiality, particularly with respect to medical information. We regularly
monitor the privacy and confidentiality requirements that relate to our
business, and we anticipate that we may have to modify our operating practices
and procedures in order to comply with these requirements.




Environmental




We are
subject to various federal, state, and local laws and regulations relating to
the protection of human health and the environment, including those governing
the management and disposal of infectious medical waste and other waste
generated and the cleanup of contamination. If an environmental regulatory
agency finds any of our facilities, if and when we are able to establish such
facilities, to be in violation of environmental laws, penalties and fines may be
imposed for each day of violation and the affected facility could be forced to
cease operations. We could also incur other significant costs, such as cleanup
costs or claims by third parties, as a result of violations of, or liabilities
under, environmental laws. Although we believe that our environmental practices,
including waste handling and disposal practices, will be in material compliance
with applicable laws, future claims or violations, or changes in environmental
laws, could have an adverse effect on our business.




Competition




SPMI




The
market to provide healthcare pain management services is highly competitive and
fragmented.  Our primary competitors are typically independent
physicians, chiropractors, hospital emergency departments, and hospital-owned or
hospital-affiliated medical facilities.  As managed care techniques
continue to gain acceptance in the auto accident marketplace, we believe that
our competitors will increasingly consist of nationally-focused care management
service companies providing their service to insurance companies and litigation
defense experts.





10




Because
the barriers to entry in our geographic markets have a low threshold and our
current patients have the flexibility to move easily to new healthcare service
providers, the addition of new competitors may occur relatively
quickly.  Some of our contracted physicians and other healthcare
providers may elect to compete with us by offering their own products and
services to our patients.  If competition within our industry
intensifies, our ability to retain patients or associated physicians, or
maintain or increase our revenue growth, price flexibility and control over
medical costs, trends, and marketing expenses, may be compromised.




In order
to mitigate the effects of intensifying competition, SPMI will make careful
study of population trends and demographic growth patterns in determining the
best locations to compete.  Moreover, we will endeavor to have all of
our physicians under strict contract to avoid unnecessary attrition and loss of
skilled personnel.




Research
and Development





During
the fiscal year ended December 31, 2008 and during the fiscal year ended
December 31, 2007, the Company did not spend any funds on research and
development activities.




Employees




The
Company currently has six (6) part time employees and no full time employees.
Management of the Company expects to continue to use consultants, attorneys and
accountants as necessary, to complement services rendered by our
employees.




ITEM
1A.  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.




General
Risks Related to Our Company





Our
limited history makes an evaluation of us and our future extremely difficult,
and profits are not assured.





We have a
limited operating history, having begun development of our SPMI business at the
end of December 2008.  There can be no assurance that we will be
profitable in the future or that the shareholders’ investments in us will be
returned to them in full, or at all, over time.  In view of our
limited history in the healthcare industry, an investor must consider our
business and prospects in light of the risks, expenses and difficulties
frequently encountered by companies in their early stage of
development.  There can be no assurance that we will be successful in
undertaking any or all of the activities required for successful commercial
operations.  Our failure to undertake successfully such activities
could materially and adversely affect our business, prospects, financial
condition and results of operations.  There can be no assurance that
our business operations will ever generate significant revenues, that we will
ever generate additional positive cash flow from our operations or that we will
be able to achieve or sustain profitability in any future period.




Our
auditor has raised doubt as to whether we can continue as a going
concern.




The
Company’s auditors have expressed an opinion as to the Company’s ability to
continue as a going concern as a result of a net loss of $173,285 and $1,572,558
in 2008 and 2007, respectively, and a net deficit in capital of $14,284,172 as
of December 31, 2008. The Company’s ability to continue as a going concern is
subject to the ability of the Company to realize a profit and /or obtain funding
from outside sources. Management’s plan to address the Company’s ability to
continue as a going concern includes: (1) obtaining funding from private
placement sources; (2) obtaining additional funding from the sale of the
Company’s securities; (3) establishing revenues from prospective business
opportunities; (4) obtaining loans and grants from various financial
institutions where possible. Although management believes that it will be able
to obtain the necessary funding to allow the Company to remain a going concern
through the methods discussed above, there can be no assurances that such
methods will prove successful.





11




The
trading price of our common stock entails additional regulatory requirements,
which may negatively affect such trading price.





Generally,
the Securities and Exchange Commission defines a “penny stock” as any equity
security not traded on an exchange or quoted on NASDAQ that has a market price
of less than $5.00 per share.  The trading price of our common stock
is below $5.00 per share.  As a result of this price level, our common
stock is considered a penny stock and trading in our common stock is subject to
the requirements of certain rules promulgated under the Securities Exchange Act
of 1934.  These rules require additional disclosure by broker-dealers
in connection with any trades generally involving penny stocks subject to
certain exceptions.  Such rules require the delivery, before any penny
stock transaction, of a disclosure schedule explaining the penny stock market
and the risks associated therewith, and impose various sales practice
requirements on broker-dealers who sell penny stocks to persons other than
established customers and accredited investors (generally
institutions).  For these types of transactions, the broker-dealer
must determine the suitability of the penny stock for the purchaser and receive
the purchaser's written consent to the transaction before sale.  The
additional burdens imposed upon broker-dealers by such requirements may
discourage broker-dealers from effecting transactions in our common
stock.  As a consequence, the market liquidity of our common stock
could be severely affected or limited by these regulatory
requirements.





We are dependent on key
personnel.





We depend
to a large extent on the services of certain key management personnel, including
our executive officers and other key consultants, the loss of any of which could
have a material adverse effect on our operations. Specifically, we rely on Dr.
William Donovan, Director and Chief Executive Officer, to maintain the strategic
direction of the Company.  Although Dr. Donovan currently serves under
an employment agreement, there is no assurance that he will continue to be
employed by us.  We do not maintain, nor do we plan to maintain,
key-man life insurance with respect to any of our officers or
directors.





We
may experience potential fluctuations in results of operations.




Our
future revenues may be affected by a variety of factors, many of which are
outside our control, including the success of implementing our SPMI business and
trends and changes in the healthcare industry.  As a result of our
limited operating history and the emerging nature of our business plan, it is
difficult to forecast  revenues or earnings accurately, which may
fluctuate significantly from quarter to quarter.




We
have a history of significant operating losses and anticipate that we will incur
operating losses for the foreseeable 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 $6,140,599 at December 31,
2008.  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.  Our only expectation of future profitability is
dependent upon our ability to develop our SPMI business, of which there can be
no assurances. Therefore, we may never be able to achieve
profitability.





12





If
we are unable to manage growth, we may be unable to achieve our expansion
strategy.




The
success of our business strategy depends in part on our ability to expand our
operations in the future. Our growth has placed, and will continue to place,
increased demands on our management, our operational and financial information
systems, and other resources. Further expansion of our operations will require
substantial financial resources and management attention. To accommodate our
past and anticipated future growth, and to compete effectively, we will need to
continue to improve our management, to implement our operational and financial
information systems, and to expand, train, manage, and motivate our workforce.
Our personnel, systems, procedures, or controls may not be adequate to support
our operations in the future. Further, focusing our financial resources and
diverting management’s attention to the expansion of our operations may
negatively impact our financial results. Any failure to improve our management,
to implement our operational and financial information systems, or to expand,
train, manage, or motivate our workforce may reduce or prevent our
growth.




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




There is
a limited market for our shares of common stock and an investor may not be able
to liquidate his or her investment regardless of the necessity of doing
so.  The prices of our shares are highly volatile. This could have an
adverse effect on developing and sustaining the market for our
securities.  If the market price of our common stock declines
significantly, you may be unable to resell your common stock at or above the
public offering price.  We cannot assure you that the market price of
our common stock will not fluctuate or decline significantly, including a
decline below the public offering price, in the future.  In addition,
the stock markets in general can experience considerable price and volume
fluctuations.




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, has 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, with our annual reports, we
are 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. Beginning with our annual report
fro the year ended December 31, 2009, the report must 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, 2008 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 on the effectiveness of our internal controls as of
December 31, 2009, investors could be adversely affected.





13




Our
SPMI business model is unproven.





Our SPMI
business model depends upon our ability to implement and successfully execute
our business and marketing strategy, which includes our ability to find and form
relationship with spine surgeons and plaintiff personal injury attorneys, from
whom we may obtain referrals for injured patients.  If we are unable
to find and form relationships with such surgeons and attorneys, our SPMI
business will likely fail.




If
competition increases, our growth and profits may decline.




The
market to provide healthcare services and solutions is highly fragmented and
competitive. Currently, we believe the solutions that we can provide to spine
surgeons and plaintiff attorneys for necessary and appropriate treatment for
muculo-skeletal spine injuries resulting from automobile and work-related
accidents, are somewhat unique in most geographic markets.  However,
if we achieve our goal of becoming a leader in providing care management
services to spine surgeons and plaintiff attorneys to facilitate proper
treatment of their injured clients, we believe that competition for our business
model will substantially increase.  Further, there are many
alternatives to the care management services we can provide, that are currently
available to spine surgeons, attorneys and their injured clients. We can make no
assurances that we will be able to effectively compete with the various care
management services that are currently available or may become available in the
future.




Because
the barriers to entry in our geographic markets are not substantial and
customers have the flexibility to move easily to new care management service
providers, we believe that the addition of new competitors may occur relatively
quickly. Some physicians, other healthcare providers and attorneys may elect to
compete with us by offering their own products and services to their clients and
patients. In addition, significant merger and acquisition activity has occurred
in our industry as well as in industries that will supply products to us, such
as the hospital, physician, pharmaceutical, medical device, and health
information systems industries. If competition within our industry intensifies,
our ability to retain patients and/or physicians and attorney referrals, or
maintain or increase our revenue growth, pricing flexibility, control over
medical cost trends, and marketing expenses may be compromised.




Future
acquisitions and joint ventures may use significant resources or be
unsuccessful.




As part
of our business strategy, we intend to pursue acquisitions of companies
providing services that are similar or complementary to those that we plan to
provide in our business, and we may enter into joint ventures to operate certain
facilities. In February 2009, we completed the acquisition of One Source
Plaintiff Funding, Inc. These acquisitions and joint venture activities may
involve:




·
            significant
      cash expenditures;


·
            additional
      debt incurrence;


·
            additional
      operating losses;


·
            increases
      in intangible assets relating to goodwill of acquired companies;
      and


·
            significant
      acquisition and joint venture related
expenses,




any of
which could have a material adverse effect on our financial condition and
results of operations.




Additionally,
a strategy of growth by acquisitions and joint ventures involves numerous risks,
including:




·
            difficulties
      integrating acquired personnel and harmonizing distinct corporate cultures
      into our current businesses;


·
            diversion
      of our management’s time from existing operations;
  and


·
            potential
      losses of key employees or customers of acquired
  companies.




14




We cannot
assure you that we will be able to identify suitable candidates or negotiate and
consummate suitable acquisitions or joint ventures. Also, we cannot assure you
that we will succeed in obtaining financing for any future acquisitions or joint
ventures at a reasonable cost, or that such financing will not contain
restrictive covenants that limit our operating flexibility or other unfavorable
terms. Even if we are successful in consummating acquisitions or joint ventures,
like our One Source acquisition, we may not succeed in developing and achieving
satisfactory operating results for the acquired businesses or integrating them
into our existing operations. Further, the acquired businesses may not produce
returns that justify our related investment. If our acquisitions or joint
ventures are not successful, our ability to increase revenue, cash flows, and
earnings through future growth may be impaired.




If
lawsuits against us are successful, we may incur significant
liabilities.




If we
form relationships with spine surgeons, such affiliated professionals and some
of our employees are involved in the delivery of healthcare and related services
to the public. In providing these services, the physicians and other licensed
providers in our affiliated professional groups, some employees and,
consequently, we are exposed to the risk of professional liability claims.
Claims of this nature, if successful, could result in significant liabilities
that may exceed our insurance coverage, if any, and the financial ability of our
affiliated professionals to indemnify us. Further, plaintiffs have proposed
expanded theories of liability against managed care companies as well as against
employers who use managed care in many cases that, if established and
successful, could adversely affect our operations.




Regulatory
authorities or other parties may assert that, in conducting our business, we may
be engaged in unlawful fee splitting or the corporate practice of
medicine.




The laws
of many states prohibit physicians from splitting professional fees with
non-physicians and prohibit non-physician entities, such as us, from practicing
medicine and from employing physicians to practice medicine. The laws in most
states regarding the corporate practice of medicine have been subjected to
limited judicial and regulatory interpretation. We believe our current and
planned activities do not constitute fee-splitting or the unlawful corporate
practice of medicine as contemplated by these laws. However, there can be no
assurance that future interpretations of such laws will not require structural
and organizational modification of our existing relationships with the
practices. In addition, statutes in some states in which we do not currently
operate could require us to modify our affiliation structure. If a court or
regulatory body determines that we have violated these laws, we could be subject
to civil or criminal penalties, our contracts could be found legally invalid and
unenforceable (in whole or in part), or we could be required to restructure our
arrangements with our affiliated physicians and other licensed
providers.




We
operate in an industry that is subject to extensive federal, state, and local
regulation, and changes in law and regulatory interpretations could reduce our
revenue and profitability.




The
healthcare industry is subject to extensive federal, state, and local laws,
rules, and regulations relating to, among other things:




·
            payment
      for services;


·
            conduct
      of operations, including fraud and abuse, anti-kickback, physician
      self-referral, and false claims
prohibitions;


·
            operation
      of provider networks and provision of case management
      services;


·
            protection
      of patient information;


·
            business,
      facility, and professional licensure, including surveys, certification,
      and recertification requirements;


·
            corporate
      practice of medicine and fee splitting
  prohibitions;


·
            ERISA
      health benefit plans; and


·
            medical
      waste disposal and environmental
protection.




15




In recent
years, both federal and state government agencies have increased civil and
criminal enforcement efforts relating to the healthcare industry. This
heightened enforcement activity increases our potential exposure to damaging
lawsuits, investigations, and other enforcement actions. Any such action could
distract our management and adversely affect our business reputation and
profitability.




In the
future, different interpretations or enforcement of laws, rules, and regulations
governing the healthcare industry could subject our current business practices
to allegations of impropriety or illegality or could require us to make changes
in our facilities, equipment, personnel, services, and capital expenditure
programs, increase our operating expenses, and distract our management. If we
fail to comply with these extensive laws and government regulations, we could
suffer civil and criminal penalties, or be required to make significant changes
to our operations. In addition, we could be forced to expend considerable
resources to respond to an investigation or other enforcement action under these
laws or regulations.




Changes
in federal or state laws, rules, and regulations, including those governing the
corporate practice of medicine, fee splitting, workers’ compensation, and
insurance laws, rules, and regulations, may affect our ability to expand all our
operations into other states and, therefore, may reduce our
profitability.




State
laws, rules, and regulations relating to our business vary widely from state to
state, and courts and regulatory agencies have seldom interpreted them in a way
that provides guidance with respect to our business operations. Changes in these
laws, rules, and regulations may adversely affect our profitability. In
addition, the application of these laws, rules, and regulations may affect our
ability to expand our operations into new markets.




Most
states limit the practice of medicine to licensed individuals or professional
organizations comprised of licensed individuals. Many states also limit the
scope of business relationships between business entities like ours and licensed
professionals and professional organizations, particularly with respect to fee
splitting between a licensed professional or professional organization and an
unlicensed person or entity. We plan to operate our business by maintaining
long-term administrative and management agreements with affiliated professional
physician and attorneys. Through these agreements, we plan to perform only
non-medical administrative services. All control over medical matters is
retained by the affiliated physicians or professional groups. Although we
believe that our arrangements with physicians and the other affiliated licensed
providers comply with applicable laws, regulatory authorities or other third
parties may assert that we are engaged in the corporate practice of medicine or
that our arrangements with the physicians or affiliated professional groups
constitute fee-splitting, or new laws may be introduced that would render our
arrangements illegal. If this were to occur, we and/or the affiliated
professional groups could be subject to civil or criminal penalties and/or we
could be required to restructure these arrangements, all of which may result in
significant cost to us and affect our profitability.




Confidentiality
laws and regulations may increase the cost of our business, limit our service
offerings, or create a risk of liability.




The
confidentiality of individually identifiable health information, and the
conditions under which such information may be maintained, included in our
databases, used internally, or disclosed to third parties are subject to
substantial governmental regulation. Legislation governing the possession, use,
and dissemination of such protected health information and other personally
identifiable information has been proposed or adopted at both the federal and
state levels. Such laws and regulations may require us to implement new security
measures. These measures may require substantial expenditures of resources or
may limit our ability to offer some of our products or services, thereby
negatively impacting the business opportunities available to us. If we are found
to be responsible for any violation of applicable laws, regulations, or duties
related to the use, privacy, or security of protected health information or
other individually identifiable information, we could be subject to a risk of
civil or criminal liability.




16




ITEM
2.  PROPERTIES




The
Company currently maintains its office at: 5225 Katy Freeway, Suite 600,
Houston, Texas 77007.  This office space encompasses approximately 450
square feet and is currently provided to the Company at no cost by Dr. William
Donovan, the Company’s Director and Chief Executive Officer.  At some
point in the future, the Company anticipates entering into a sublease agreement
pursuant to which the Company will compensate Dr. William Donovan for this
office space.




ITEM
3.  LEGAL PROCEEDINGS




In March
2008, Kent Caraquero, Leslie Lounsbury, Riverside Manitoba, Inc. and Tyeee
Capital Consultants, Inc. filed suit against the Company, Richard Specht, Rene
Hamouth, Hamouth Family Trust, William R. Dunavant, and William R. Dunavant
Family Holdings, Inc. The suit was filed in The United States District Court,
Middle District of Florida and requests damages in an unspecified amount and
injunctive relief for various breaches of contract and securities
violations.   A default judgment was entered against the
defendants on July 20, 2008.  The default judgment was set aside and
the case reopened on November 7, 2008.  The Company will continue its
efforts to settle the claims that pertain to the Company; however, there is no
assurance that the matter can be settled on terms favorable to the
Company.




In May
2007, Martin Nathan, a former attorney for the Company, 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, for a total amount of
$90,456.  This judgment is appealable.  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.




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




No matter
was submitted during the fourth quarter of the fiscal year covered by this
report to a vote of security holders.





17




PART
II




ITEM
5.  MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES




The
Company's common stock is quoted on the Over the Counter Bulletin Board under
the symbol, “IGLB.” Trading in the common stock in the over-the-counter market
has been limited and sporadic and the quotations set forth below are not
necessarily indicative of actual market conditions. Further, the following
prices reflect inter-dealer prices without retail mark-up, mark-down, or
commission, and may not necessarily reflect actual transactions. The high and
low bid prices for the common stock for each quarter of the fiscal years ended
December 31, 2007 and 2008 were as follows:




Quarter
                        ended
                      
                      High
                      
                      
                      Low3/31/07
                      
                      $
                      5.00
                      
                      
                      $
                      2.956/30/07
                      
                      $
                      5.50
                      
                      
                      $
                      3.009/30/07
                      
                      $
                      3.60
                      
                      
                      $
                      2.4012/29/07
                      
                      $
                      5.30
                      
                      
                      $
                      2.673/31/08
                      
                      $
                      3.15
                      
                      
                      $
                      1.906/30/08
                      
                      $
                      2.99
                      
                      
                      $
                      0.459/30/08
                      
                      $
                      0.60
                      
                      
                      $
                      0.1912/31/08
                      
                      $
                      0.39
                      
                      
                      $
                      0.04




Record
Holders




As of
April 10, 2009, there were approximately 111 shareholders of record holding a
total of 16,317,682 shares of common stock. The holders of the common stock are
entitled to one vote for each share held of record on all matters submitted to a
vote of stockholders. Holders of the common stock have no preemptive rights and
no right to convert their common stock into any other securities. There are no
redemption or sinking fund provisions applicable to the common
stock.




Dividends




The
Company has not declared any cash dividends since inception and does not
anticipate paying any dividends in the foreseeable future. The payment of
dividends is within the discretion of the board of directors and will depend on
the Company's earnings, capital requirements, financial condition, and other
relevant factors. There are no restrictions that currently limit the Company's
ability to pay dividends on its common stock other than those generally imposed
by applicable state law.




Equity
Compensation Plan Information




The
following table sets forth all equity compensation plans as of December 31,
2008:





18




Plan category
                          
                          Number of securities to
                            be issued upon exercise
                            of outstanding options,
                            warrants and rights
                            
                            (a)
                          
                          
                          Weighted-average
                            exercise price of
                            outstanding options,
                            warrants and rights
                            
                            (b)
                          
                          
                          Number of securities
                            remaining available for
                            future issuance under
                            equity compensation
                            plans (excluding
                            securities reflected in
                            column (a))
                            
                            (c)Equity
      compensation plans approved by security holders
                          
                          
                          N/A
                          
                          
                          
                          N/A
                          
                          
                          
                          N/AEquity
      compensation plans not approved by security holders
                          
                          
                          N/A
                          
                          
                          
                          N/A
                          
                          
                          
                          N/ATotal
                          
                          
                          N/A
                          
                          
                          
                          N/A
                          
                          
                          
                          N/A





Sales
of Unregistered Securities




All
equity securities of the Company sold by the Company during the period covered
by this report that were not registered under the Securities Act have previously
been included in a Quarterly Report on Form 10-Q or in a Current Report on Form
8-K.




ITEM
7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS




Management
Overview




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 (as described in more detail above under “Item 1”).




At the
end of December 2008, the Company began moving forward to launch its new
business of delivering turnkey solutions to spine surgeons and plaintiff
attorneys for necessary and appropriate treatment for muculo-skeletal spine
injuries.  In connection with this business plan, in February 2009,
the Company acquired One Source Plaintiff Funding, Inc. (“One Source”), a
Florida corporation that owns a web site and proprietary methodologies used in
the business of “lawsuit funding”.  The Company plans to use the One
Source web site and proprietary methodologies as one component of its business
strategy to invest in plaintiff personal injury lawsuits.




The
Company intends to continue 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 needs to reevaluate 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.





19





The
Company does not have sufficient capital 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 operating 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
Company recorded no revenues and no costs of revenues from operations for the
fiscal years ended December 31, 2008 and 2007.




During
the twelve month period ended December 31, 2008, the Company’s operations were
limited to attempting entry into the smartcard/e-purse business through the
rescinded transaction with FVS, identifying other acquisition ventures in the
technology sector, initial planning of the Company’s SPMI business and
satisfying continuous public disclosure requirements.




Expenses




General
and administrative expenses for the year ended December 31, 2008, were $467,000
compared to $1,572,558 for the year ended December 31, 2007. The decrease in
general and administrative expenses was primarily the result of the decrease in
directors and officers compensation. For the same period in 2007, the Company
issued approximately $1.4 million of common stock for services and
bonuses.




We had a
$293,715 write down of accounts payable in 2008. There was no write down of
accounts payables for the same period in 2007.




Net
Loss




Net loss
for the year ended December 31, 2008 was $173,285 compared to a net loss of
$1,572,558 for the year ended December 31, 2007 a decrease of $1,399,273 or 89%.
For the year ended December 31, 2007, the Company incurred approximately $1.4
million of expenses relating to common stock issuances for services and
bonuses.




Liquidity
and Capital Resources




Cash
utilized by operations was $100,198, including a write down of accounts payable
of $293,715 and a net loss of $173,285 from operations offset by the issuance of
common stock for services of $187,000, and increase to accounts payable of
$153,298, for the year ended December 31, 2008. Cash utilized by operations of
$139,145 for the year ended December 31, 2007 was primarily due to a net loss of
$1,572,558 from operations and a decrease in receivable from related party of
$17,169 offset by the issuance of common stock for services and bonuses of
$1,425,875 and an increase to accounts payable of $24,118.




There
were no cash provided or used in investing activities for the years ended
December 31, 2008 and 2007.




Cash
flows provided by financing activities totaled $90,000 for the year ended
December 31, 2008 and $147,515 for the year ended December 31,
2007.





20




In 2003,
we adopted an equity compensation plan entitled "The 2003 Benefit Plan of Delta
Capital Technologies, Inc." (the "Benefit Plan"). Pursuant to the Plan the
Company may issue up to 55,349 shares of the Company's common stock (reverse and
forward split adjusted) over a five year period, although the Board may shorten
this period. The Plan was intended to aid the Company in maintaining and
continuing its development of a quality management team, in attracting qualified
employees, consultants, and advisors who can contribute to the future success of
the Company, and in providing such individuals with an incentive to use their
best efforts to promote the growth and profitability of the Company. No shares
were issued in 2008 and 55,349 shares remained available for
issuance.  As of the date of this filing, the Benefit Plan has expired
and is no longer in effect.




Capital
Expenditures




The
Company made no significant capital expenditures on property or equipment over
the periods covered by this report.




Impact
of Inflation




The
Company believes that inflation may have a negligible effect on future
operations. The Company believes that it may be able to offset inflationary
increases in the cost of sales by increasing sales and improving operating
efficiencies.




Income
Tax Expense (Benefit)




The
Company has experienced losses and as a result has net operating loss carry
forwards available to offset future taxable income.




Critical
Accounting Policies




In Note 3
to the audited consolidated financial statements for the years ended December
31, 2008 and 2007, included in this Form 10-K, the Company discusses those
accounting policies that are considered to be significant in determining the
results of operations and its financial position. The Company believes that the
accounting principles utilized by it conform to accounting principles generally
accepted in the United States of America.




Preparation
of Financial Statements




The
preparation of financial statements requires Company management to make
significant estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses. By their nature, these judgments are subject
to an inherent degree of uncertainty. On an on-going basis, the Company
evaluates estimates. The Company bases its estimates on historical experience
and other facts and circumstances that are believed to be reasonable, and the
results form the basis for making judgments about the carrying value of assets
and liabilities. The actual results may differ from these estimates under
different assumptions or conditions.




Revenue
Recognition




Revenues
are recognized in accordance with SAB No. 104 which specifies that only when
persuasive evidence for an arrangement exists; the fee is fixed or determinable;
and collection is reasonably assured can revenue be recognized.




Recent
Accounting Pronouncements




In Note 3
to the audited consolidated financial statements for the years ended December
31, 2008 and 2007, included in this Form 10-K, the Company discusses those
recent accounting pronouncements that may be considered to be significant in
determining the results of operations and its financial position.




21




Going
Concern




The
Company’s auditors have expressed an opinion as to the Company’s ability to
continue as a going concern as a result of a net loss of $173,285 and $1,572,558
in 2008 and 2007, respectively, and an accumulated deficit in capital of
$14,284,172 as of December 31, 2008. The Company’s ability to continue as a
going concern is subject to the ability of the Company to realize a profit and
/or obtain funding from outside sources. Management’s plan to address the
Company’s ability to continue as a going concern includes: (1) obtaining funding
from private placement sources; (2) obtaining additional funding from the sale
of the Company’s securities; (3) establishing revenues from prospective business
opportunities; (4) obtaining loans and grants from various financial
institutions where possible. Although management believes that it will be able
to obtain the necessary funding to allow the Company to remain a going concern
through the methods discussed above, there can be no assurances that such
methods will prove successful.




ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.




The
Company’s financial statements for the fiscal years ended December 31, 2008 and
2007 are attached hereto.




22




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To The
Shareholders and Board of Directors of Versa Card, Inc.





We have
audited the accompanying balance sheet of Versa Card, Inc. (a Development Stage
Company) as of December 31, 2008 and the related statements of operations,
changes in stockholders’ deficit and cash flows for the year ended December 31,
2008 and the period from January 1, 2005 (inception) through December 31,
2008.  These financial statements are the responsibility of the
Company’s management.  Our responsibility is to express an opinion on
these financial statements based on our audits.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provided a reasonable basis
for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Versa Card, Inc. as of December 31,
2008, and the results of its operations and its cash flows for the years ended
December 31, 2008 and the period from January 1, 2005 (inception) through
December 31, 2008 in conformity with accounting principles generally accepted in
the United States.





The
accompanying financial statements referred to above have been prepared assuming
that the Company will continue as a going concern.  As more fully
described in Note 1, the Company’s need to seek new sources or methods of
financing or revenue to pursue its business strategy, raise substantial doubt
about the Company’s ability to continue as a going
concern.  Management’s plans as to these matters are also described in
Note 1.  The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.





Jewett,
      Schwartz, Wolfe & Associates/s/Jewett, Schwartz, Wolfe &
      AssociatesHollywood,
      FloridaApril
      13, 2009


23




To the
Board of Directors and Stockholders of


Versa
Card, Inc.,(Formerly
“Intrepid Global Imaging, Inc.”




I have
audited the accompanying balance sheets of Versa Card, Inc. (the Company), a
development stage company, as of December 31, 2007 and the related statements of
operations, changes in stockholder’s equity (deficiency), and cash flows for the
year then ended. These financial statements are the responsibility of the
Company’s management. My responsibility is to express an opinion on these
financial statements based on my audits.




I
conducted my audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audits provide a reasonable
basis for my opinion.




In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Versa Card, Inc., a development
stage company, as of December 31, 2007 and the results of its operations and its
cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States.




The
accompanying financial statements referred to above have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company’s present financial situation raises
substantial doubt about its ability to continue as a going concern. Management’s
plans in regard to this matter are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.




/s/
Michael T. Studer CPA P.C.




Freeport,
New York


April 15,
2008


24





VERSA
CARDS, INC. (Formerly Intrepid Global Imaging 3D. Inc.)


(A
Development Stage Company)


CONSOLIDATED
BALANCE SHEETS






December
      31,
                                      
                                      
                                      December
      31,ASSETS
                                      
                                      2008
                                      
                                      
                                      2007CURRENT
      ASSETS:Cash
      and cash equivalents
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      10,198Receivable
      from former related party
                                      
                                      
                                      -
                                      
                                      
                                      
                                      17,169Prepaid
      expenses
                                      
                                      
                                      -
                                      
                                      
                                      
                                      3,122Total
      current assets
                                      
                                      
                                      -
                                      
                                      
                                      
                                      30,489TOTAL
      ASSETS
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      30,489LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      payable and accrued liabilities
                                      
                                      $
                                      601,660
                                      
                                      
                                      $
                                      742,077Notes
      payable
                                      
                                      
                                      10,676
                                      
                                      
                                      
                                      10,155Due
      to former related parties
                                      
                                      
                                      56,016
                                      
                                      
                                      
                                      56,016Total
      current liabilities
                                      
                                      
                                      668,352
                                      
                                      
                                      
                                      808,248COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      DEFICITCommon
      stock: $0.001 par value, 50,000,000 sharesauthorized;
      13,317,682 shares issued and outstanding atat
      December 31, 2008 and 6,906,579 shares issued and
    outstandingand
      18,750 shares issuable at December 31, 2007
                                      
                                      
                                      13,318
                                      
                                      
                                      
                                      6,926Stock
      subscription
                                      
                                      
                                      50,000
                                      
                                      
                                      
                                      -Additional
      paid-in capital
                                      
                                      
                                      13,552,502
                                      
                                      
                                      
                                      13,326,202Accumulated
      deficit
                                      
                                      
                                      (8,143,573
                                      )
                                      
                                      
                                      (8,143,573
                                      )Accumulated
      deficit during development stage
                                      
                                      
                                      (6,140,599
                                      )
                                      
                                      
                                      (5,967,314
                                      )Total
      stockholders’ deficit
                                      
                                      
                                      (668,352
                                      )
                                      
                                      
                                      (777,759
                                      )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      30,489





See notes
to consolidated financial statements.





25





VERSA
CARDS, INC. (Formerly Intrepid Global Imaging 3D. Inc.)


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF OPERATIONS




Period January
      1,2005
      (Date ofTwelve
      Months Ended
                                                    
                                                    
                                                    Inception)
      ThroughDecember
      31,
                                                    
                                                    
                                                    December
      31, 20082008
                                                    
                                                    
                                                    2007REVENUE
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -EXPENSES:Website
      planning costs
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    144,406Impairment
      of website development costs
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    477,275General
      and administrative expenses
                                                    
                                                    
                                                    467,000
                                                    
                                                    
                                                    
                                                    1,572,558
                                                    
                                                    
                                                    
                                                    5,787,633Total
      costs and expenses
                                                    
                                                    
                                                    467,000
                                                    
                                                    
                                                    
                                                    1,572,558
                                                    
                                                    
                                                    
                                                    6,409,314NET
      LOSS FROM CONTINUED OPERATIONS
                                                    
                                                    
                                                    (467,000
                                                    )
                                                    
                                                    
                                                    (1,572,558
                                                    )
                                                    
                                                    
                                                    (6,409,314
                                                    )WRITE
      DOWN OF ACCOUNTS PAYABLE
                                                    
                                                    
                                                    293,715
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    293,715LOSS
      FROM DISCONTINUED OPERATIONS
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (25,000
                                                    )NET
      LOSS
                                                    
                                                    $
                                                    (173,285
                                                    )
                                                    
                                                    $
                                                    (1,572,558
                                                    )
                                                    
                                                    $
                                                    (6,140,599
                                                    )NET
      LOSS PER SHARE:Basic
      and Diluted
                                                    
                                                    $
                                                    (0.02
                                                    )
                                                    
                                                    $
                                                    (0.25
                                                    )WEIGHTED-AVERAGE
      SHARESBasic
      and Diluted
                                                    
                                                    
                                                    10,112,131
                                                    
                                                    
                                                    
                                                    6,365,623




See notes
to consolidated financial statements.


26




VERSA
      CARDS, INC. (Formerly Intrepid Global Imaging 3D. Inc.
)(A
      Development Stage Company)Statements
      of Stockholders' DeficitPeriod
      December 31, 2004 to December 31,
2008
  Common
      Stock
                    Shares
                  
                  
                  Amount
                  
                  
                  Common
      Stock Issuable
                    Shares
                  
                  
                  Subscription
                  
                  
                  Additional
                    Paid-in
                    Capital
                  
                  
                  Accumulated
                    Deficit
                  
                  
                  Deficit
                    During
      the
                    Development
                    Stage
                  
                  
                  TotalBalances,
      December 31, 2004
                  
                  
                  4,028,914
                  
                  
                  $
                  4,029
                  
                  
                  
                  88,594
                  
                  
                  $
                  -
                  
                  
                  $
                  7,783,096
                  
                  
                  $
                  (8,143,573
                  )
                  
                  $
                  -
                  
                  
                  $
                  (356,448
                  )Issuance
      of common stock forsettlement
      of accrued expenses and debtJanuary
      2005
                  
                  
                  15,750
                  
                  
                  
                  16
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  13,984
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  14,000August
      2005
                  
                  
                  22,365
                  
                  
                  
                  22
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  74,528
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  74,550September
      2005
                  
                  
                  22,500
                  
                  
                  
                  23
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  29,977
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  30,000November
      2005
                  
                  
                  35,000
                  
                  
                  
                  35
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  83,965
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  84,000Issuance
      of common stock and warrants for cashMay
      2005
                  
                  
                  37,500
                  
                  
                  
                  38
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  49,962
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  50,000June
      2005
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  18,750
                  
                  
                  
                  -
                  
                  
                  
                  24,981
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  24,981September
      2005
                  
                  
                  18,750
                  
                  
                  
                  19
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  24,981
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  25,000Issuance
      of common stock issuableMay
      2005
                  
                  
                  88,594
                  
                  
                  
                  89
                  
                  
                  
                  (88,594
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  89Issuance
      of common stock for servicesMay
      2005
                  
                  
                  7,500
                  
                  
                  
                  7
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  19,993
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  20,000August
      2005
                  
                  
                  3,750
                  
                  
                  
                  4
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  9,996
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  10,000October
      2005
                  
                  
                  2,500
                  
                  
                  
                  2
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  4,998
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  5,000November
      2005
                  
                  
                  20,000
                  
                  
                  
                  20
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  47,480
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  47,500December
      2005
                  
                  
                  12,500
                  
                  
                  
                  12
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  24,988
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  25,000Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (754,838
                  )
                  
                  
                  (754,838
                  )Balances,
      December 31, 2005
                  
                  
                  4,315,623
                  
                  
                  
                  4,316
                  
                  
                  
                  18,750
                  
                  
                  
                  -
                  
                  
                  
                  8,192,929
                  
                  
                  
                  (8,143,573
                  )
                  
                  
                  (754,838
                  )
                  
                  
                  (701,166
                  )Issuance
      of common stock and warrants for cashFebruary
      2006
                  
                  
                  50,000
                  
                  
                  
                  50
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  49,950
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  50,000September
      2006
                  
                  
                  30,000
                  
                  
                  
                  30
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  23,970
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  24,000December
      2006
                  
                  
                  35,000
                  
                  
                  
                  35
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  34,965
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  35,000Issuance
      of common stock for servicesMay
      2006
                  
                  
                  37,500
                  
                  
                  
                  37
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  90,713
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  90,750September
      2006
                  
                  
                  102,500
                  
                  
                  
                  102
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  123,373
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  123,475Issuance
      of common stock for bonusesApril
      2006
                  
                  
                  112,500
                  
                  
                  
                  113
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  206,887
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  207,000May
      2006
                  
                  
                  3,125,000
                  
                  
                  
                  3,125
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  7,577,500
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  7,580,625Cancellation
      of common stock
                  
                  
                  (1,875,000
                  )
                  
                  
                  (1,875
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (4,546,501
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (4,548,376
                  )Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (3,639,918
                  )
                  
                  
                  (3,639,918
                  )Balances,
      December 31, 2006
                  
                  
                  5,933,123
                  
                  
                  
                  5,933
                  
                  
                  
                  18,750
                  
                  
                  
                  -
                  
                  
                  
                  11,753,786
                  
                  
                  
                  (8,143,573
                  )
                  
                  
                  (4,394,756
                  )
                  
                  
                  (778,610
                  )Unaudited:Issuance
      of common stock for cashFebruary
      2007
                  
                  
                  20,000
                  
                  
                  
                  20
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  29,980
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  30,000March
      2007
                  
                  
                  35,000
                  
                  
                  
                  35
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  49,980
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  50,015July
      2007
                  
                  
                  35,000
                  
                  
                  
                  35
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  17,465
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  17,500August
      2007
                  
                  
                  25,000
                  
                  
                  
                  25
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  12,475
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  12,500November
      2007
                  
                  
                  50,000
                  
                  
                  
                  50
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  37,450
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  37,500Issuance
      of common stock for cashlesswarrant
      exercise
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  -May
      2007
                  
                  
                  45,456
                  
                  
                  
                  46
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (46
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Issuance
      of common stock for servicesMay
      2007
                  
                  
                  75,000
                  
                  
                  
                  75
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  145,425
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  145,500August
      2007
                  
                  
                  20,000
                  
                  
                  
                  20
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  54,980
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  55,000September
      2007
                  
                  
                  100,000
                  
                  
                  
                  100
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  255,900
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  256,000October
      2007
                  
                  
                  100,000
                  
                  
                  
                  100
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  74,900
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  75,000November
      2007
                  
                  
                  28,000
                  
                  
                  
                  28
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  20,972
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  21,000December
      2007
                  
                  
                  90,000
                  
                  
                  
                  90
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  67,410
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  67,500Issuance
      of common stock for bonusMay
      2007
                  
                  
                  350,000
                  
                  
                  
                  350
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  805,525
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  805,875Common
      stock issuable
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  43,084,353
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,572,558
                  )
                  
                  
                  (1,572,558
                  )Balances,
      December 31, 2007
                  
                  
                  6,906,579
                  
                  
                  
                  6,907
                  
                  
                  
                  43,103,103
                  
                  
                  
                  -
                  
                  
                  
                  13,326,202
                  
                  
                  
                  (8,143,573
                  )
                  
                  
                  (5,967,314
                  )
                  
                  
                  (777,778
                  )Issuance
      of common stock issuable to James Fischbach   - January
      2008
                  
                  
                  20,000,000
                  
                  
                  
                  20,000
                  
                  
                  
                  (20,000,000
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  20,000Issuance
      of common stock issuable for acquisition agreement   -
      January 2008
                  
                  
                  23,000,000
                  
                  
                  
                  23,000
                  
                  
                  
                  (23,000,000
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  23,000Issuance
      of common stock issuable - January 2008
                  
                  
                  103,103
                  
                  
                  
                  103
                  
                  
                  
                  (103,103
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  103Stock
      subscription
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  50,000
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  50,000Issuance
      of common stock to James Fischbach - August 2008
                  
                  
                  100,000
                  
                  
                  
                  100
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  100Reversal
      of issuance of common stock issued to James Fischbach - August
      2008
                  
                  
                  (20,000,000
                  )
                  
                  
                  (20,000
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (20,000
                  )Issuance
      of additional common stock for acquisition agreement - September
      2008
                  
                  
                  9,500,000
                  
                  
                  
                  9,500
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  9,500Issuance
      of common stock for cash - September 2008
                  
                  
                  200,000
                  
                  
                  
                  200
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  39,800
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  40,000Issuance
      of common stock for services and compensation - September
    2008
                  
                  
                  1,000,000
                  
                  
                  
                  1,000
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  431,000
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  432,000Reversal
      of issuance of common stock issued for acquisition agreement - December
      2008
                  
                  
                  (26,992,000
                  )
                  
                  
                  (26,992
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (26,992
                  )Reversal
      of issuance of common stock issued for compensation - December
      2008
                  
                  
                  (500,000
                  )
                  
                  
                  (500
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (244,500
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (245,000
                  )Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (173,285
                  )
                  
                  
                  (173,285
                  )Balances,
      December 31, 2008
                  
                  
                  13,317,682
                  
                  
                  $
                  13,318
                  
                  
                  
                  -
                  
                  
                  $
                  50,000
                  
                  
                  $
                  13,552,502
                  
                  
                  $
                  (8,143,573
                  )
                  
                  $
                  (6,140,599
                  )
                  
                  $
                  (668,352
                  )




See notes
to consolidated financial statements.





27





VERSA
CARDS, INC. (Formerly Intrepid Global Imaging 3D. Inc.)


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF CASH FLOWS







Period January
      1,2005
      (Date ofTwelve
      Months Ended
                                    
                                    
                                    Inception)
      ThroughDecember
      31,
                                    
                                    
                                    
                                    
                                    
                                    December
      31,2008
                                    
                                    
                                    2007
                                    
                                    
                                    2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                    
                                    $
                                    (173,285
                                    )
                                    
                                    $
                                    (1,572,558
                                    )
                                    
                                    
                                    (6,140,599
                                    )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Accrued
      interest
                                    
                                    
                                    521
                                    
                                    
                                    
                                    589
                                    
                                    
                                    
                                    1,110Impairment
      of license agreement
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    25,000Impairment
      of website development cost
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    477,275Issuance
      of common stock for transactions not consumated
                                    
                                    
                                    5,692
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    5,692Issuance
      of common stock for services
                                    
                                    
                                    187,000
                                    
                                    
                                    
                                    620,000
                                    
                                    
                                    
                                    1,100,114Issuance
      of common stock for bonuses
                                    
                                    
                                    -
                                    
                                    
                                    
                                    805,875
                                    
                                    
                                    
                                    4,045,124Write
      off of receivable from related party
                                    
                                    
                                    17,169
                                    
                                    
                                    
                                    (17,169
                                    )
                                    
                                    
                                    -Write
      off of prepaids expenses
                                    
                                    
                                    3,122
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Write
      down of accounts payable
                                    
                                    
                                    (293,715
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (293,715
                                    )Changes
      in assets and liabilities:Accounts
      payable and accrued liabilities
                                    
                                    
                                    153,298
                                    
                                    
                                    
                                    24,118
                                    
                                    
                                    
                                    383,543Due
      to former related parties
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (10,851
                                    )Net
      cash used in operating activities
                                    
                                    
                                    (100,198
                                    )
                                    
                                    
                                    (139,145
                                    )
                                    
                                    
                                    (407,307
                                    )CASH
      FLOWS FROM INVESTING ACTIVITIES:Website
      development cost
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (11,801
                                    )Net
      cash used in investing activities
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (11,801
                                    )CASH
      FLOWS FROM FINANCING ACTIVITIES:Payment
      on notes payable
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (52,362
                                    )Proceeds
      from notes payable
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    19,067Payment
      on loans payable
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (28,387
                                    )Proceeds
      from subscription payable
                                    
                                    
                                    50,000
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    50,000Proceeds
      from advances payable
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    27,855Proceeds
      from sales of common stock and warrants
                                    
                                    
                                    40,000
                                    
                                    
                                    
                                    147,515
                                    
                                    
                                    
                                    396,515Net
      cash provided by financing activities
                                    
                                    
                                    90,000
                                    
                                    
                                    
                                    147,515
                                    
                                    
                                    
                                    412,688NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                    
                                    
                                    (10,198
                                    )
                                    
                                    
                                    8,370
                                    
                                    
                                    
                                    (6,420
                                    )BEGINNING
      OF PERIOD
                                    
                                    
                                    10,198
                                    
                                    
                                    
                                    1,828
                                    
                                    
                                    
                                    6,420END
      OF PERIOD
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    10,198
                                    
                                    
                                    $
                                    -Supplementary
      disclosure of cash flow information:Cash
      paid for interest
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -Cash
      paid for taxes
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -





See notes
to consolidated financial statements.


28


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


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS





NOTE
1.  DESCRIPTION OF BUSINESS




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




Since
inception, the Company had engaged in and contemplated several ventures and
acquisitions, many of which were not consummated. In April
2005, the Company began focused on the development of the “Manga” interactive
web portal and acquiring other ventures in the technology sector. During
2006, in addition to developing the Manga themed portal, the Company expended
resources toward establishing a U.K. based subsidiary company to pursue
acquisitions in the gaming sector. On the advice of counsel, and unfavorable
events in the United States pertaining to on-line gaming, the Company decided
not to pursue on-line gaming ventures. 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 the fourth quarter of 2008,
based on various factors, the transaction of FVS did not meet the expectations
of Versa Card or FVS, and it was deemed necessary to rescind the FVS
Transaction. Through its new business, Spine Pain Management Inc. (“SPMI”) which
was launched at the end of December 2008, the Company plans to deliver turnkey
solutions to spine surgeons and plaintiff attorneys for necessary and
appropriate treatment of muculo-skeletal spine injuries.  With SPMI's
new business plan, the Company needs to reevaluate Manga’s business of
developing a themed 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
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 December 31, 2008, the Company had no assets and a working capital deficiency
of $668,352 and a stockholders’ deficit of $668,352. Further, the Company had a
net loss of $173,285 for the year ended December 31, 2008 and has incurred
operating losses since its inception. These factors raise substantial doubt
about the Company’s ability to continue as a going concern.





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
2. CHANGE IN BUSINESS





On April
28, 2008, the Company entered into a Stock Purchase Agreement with First
Versatile Smartcard Solutions Corporation, a Philippians corporation (“FVS”) and
MacKay Group Limited (“MKG”), the sole shareholder of FVS, to acquire all
outstanding equity securities of FVS.  The Stock Purchase Agreement
superseded a Merger Agreement that the Company and FVS had previously entered
into on November 21, 2007.  The transaction effected by the Merger
Agreement and the Stock Purchase Agreement ( “FVS Transaction”) resulted in
:


·
            The Company issued under Section
      4(2) of the Securities Act, 18,000,000 shares of common stock to MKG in
      exchange for all outstanding equity securities of FVS (which shares were
      to be held by MKG contingently, pending the consummation of the FVS
      Transaction);


·
            The Company issued additional
      shares of common stock in connection with the FVS Transaction, including
      7,500,000 shares to James MacKay, the beneficial owner of MKG, 2,000,000
      shares to Celebrity Foods, Inc., and 500,000 shares to Shane Mulcahy for
      compensation;


·
            The Company issued 3,000,000
      shares of common stock to Hamouth Family Trust and 2,000,000 shares to
      William Roger Dunavant (which shares were issued to the Hamouth Family
      Trust and Mr. Dunavant conditionally in connection with the FVS
      Transaction);


·
            FVS became a wholly owned
      subsidiary of the Company;


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


29





·
            The Company attempted to enter
      into 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 one member to three members; (b) accepted the
resignation of Richard Specht as a Director and Officer; (c) appointed
James R. MacKay, Zacarias Rivera, and Dr. William Donovan as Directors; and
(d) elected James R. MacKay as Chief Executive Officer and Dr. Donovan as
Secretary.




On
September 9, 2008, the Board of Directors: (a) accepted the resignation of James
MacKay as the Chief Executive Officer (CEO); and (b) elected Shane Mulcahy,
Chief Executive Officer.




Subsequently,
based on various factors, the acquisition of FVS did not meet the expectations
of Versa Card or FVS, and it was deemed necessary to rescind the FVS
Transaction.  On December 30, 2008, the Company entered into a Mutual
Release and Settlement Agreement (the "Settlement Agreement") to effectively
rescind the transactions effected by a Stock Purchase Agreement dated April 28,
2008 (the "Acquisition Agreement").  Pursuant to the Settlement
Agreement, James MacKay, Celebrity Foods, Inc., and Shane Mulcahy tendered to
Versa Card 25,092,000, 1,900,000, and 500,000 shares of common stock,
respectively (a total of 27,492,000 shares) for cancellation. Pursuant to the
Settlement Agreement and in consideration for the transactions contemplated by
the Settlement Agreement, James MacKay and Celebrity Foods, Inc., retained
408,000 and 100,000 shares of common stock respectively, and the Company
returned all shares of FVS it acquired pursuant to the FVS Transaction. In
addition, the Settlement Agreement provides for a mutual release of claims. With
regards to the FVS Transaction, 5,000,000 shares of the Company’s common stock
issued remain outstanding as of December 31, 2008.  The Company
currently is in the process of evaluating whether the issuances of these
5,000,000 shares were effectively rescinded upon the rescission of the FVS
Transaction.  As such, the Company may negotiate the return of these
5,000,000 shares.




In
connection with the Settlement Agreement, James R. MacKay and Zacarias Rivera
resigned as Directors of Versa Card; and Shane Mulcahy resigned as Chief
Executive Officer.  The remaining member of the Board of Directors,
Dr. William Donovan (a) appointed Timothy Donovan, the son of Dr. William
Donovan, as interim Chief Executive Officer, (b) appointed Richard Specht as a
Director of the Corporation, (c) appointed Richard Specht as head of the
Compensation Committee, and (d) resigned as a member of the Compensation
Committee.  Subsequently, on January 28, 2009, Timothy Donovan
resigned as Chief Executive Officer, and Dr. William Donovan was appointed Chief
Executive Officer.





At the
end of December 2008, the Company launched its new business concept, Spine Pain
Management Inc. (“SPMI”).  The Company plans to deliver turnkey
solutions to spine surgeons and plaintiff attorneys for necessary and
appropriate treatment of muculo-skeletal spine injuries.





On
February 28, 2009, the Company acquired One Source Plaintiff Funding, Inc. ("One
Source"), a corporation organized under the laws of the State of Florida,
pursuant to a Stock Exchange Agreement between the Company, One Source, and the
shareholders of One Source, Brian Koslow and David Waltzer. Pursuant to the
Exchange Agreement, Spine Pain Management Inc. (“SPMI”) acquired all of the
outstanding capital stock of One Source in exchange for 900,000 shares of SPMI
common stock. OneSource owns a web site and proprietary methodologies used in
the business of "lawsuit funding".  The Company will use the One
Source web site and proprietary methodologies as one component of its business
strategy to invest in plaintiff personal injury lawsuits.


30




NOTE
3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Basis
of Presentation




The Company has produced no
revenue from its principal business and is a development stage “ ” “ ”




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.




Fair Value of Financial
Instruments




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




Software and Website
Development Costs




The costs
of computer software developed or obtained for internal use, during the
preliminary project phase, as defined under AICPA Statement of Position (“SOP”)
98-1 “Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use”, are expensed as incurred. The costs of website development,
during the planning stage, as defined under Emerging Issues Task Force (“EITF”)
No. 00-2 “Accounting for Web Site Development Costs,” are also expensed as
incurred. For the fiscal years ended December 31, 2008 and 2007, no such costs
were incurred.




Computer
software and website development costs incurred during the application and
infrastructure development stage, including external direct costs of materials
and services consumed in developing the software, creating graphics and website
content, payroll and interest costs are capitalized and amortized over the
estimated useful life, beginning when the software is ready for use and after
all substantial testing is completed and the website is operational. Costs
incurred when the website and related software are in the operating stage will
be expensed as incurred. For the fiscal years ended December 31, 2008 and 2007,
no such costs were incurred.




Comprehensive
Income




The
Company had no items of other comprehensive income in 2008 or 2007.




Stock Based
Compensation




Since the
Company did not issue any stock base compensation in the form of options to
employees during the years ended December 31, 2008 or 2007, there was no effect
on net loss per share had the Company applied the fair value recognition
provisions of  “SFAS” No. 123(R) to stock-based employee compensation. When
the Company issues shares of common stock to employees and others, the shares of
common stock are valued based on the market price at the date the shares of
common stock are approved for issuance.




Income
Taxes




The
Company accounts for income taxes in accordance with the liability method. Under
the liability method, deferred assets and liabilities are recognized based upon
anticipated future tax consequences attributable to differences between
financial statement carrying amounts of assets and liabilities and their
respective tax bases. The Company establishes a valuation allowance to the
extent that it is more likely than not that deferred tax assets will not be
utilized against future taxable income.


31




Net Loss per
Share




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




Revenue
Recognition




Revenues
are recognized in accordance with SAB No. 104 which specifies that only when
persuasive evidence for an arrangement exists; the fee is fixed or determinable;
and collection is reasonably assured can revenue be recognized.




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.




Recent
Accounting Pronouncements





Employers’
Disclosures about Postretirement Benefit Plan Assets





In
December 2008, the Financial Accounting Standards Board (“FASB”) issued FASB
Staff Position on Financial Accounting Standard (“FSP FAS”) No. 132(R)-1,
“Employers’ Disclosures about Postretirement Benefit Plan
Assets.”  This FSP amends FASB Statement No. 132(R) (“SFAS No.
132(R)”), “Employers’ Disclosures about Pensions and Other Postretirement
Benefits,” to provide guidance on an employer’s disclosures about plan assets of
a defined benefit pension or other postretirement plan.  FSP FAS No.
132(R)-1 also includes a technical amendment to SFAS No. 132(R) that requires a
nonpublic entity to disclose net periodic benefit cost for each annual period
for which a statement of income is presented.  The required
disclosures about plan assets are effective for fiscal years ending after
December 15, 2009.  The technical amendment was effective upon
issuance of FSP FAS No. 132(R)-1.  The Company is currently assessing
the impact of FSP FAS No. 132(R)-1 on its consolidated financial position and
results of operations.





Effective
Date of FASB Interpretation No. 48 for Certain Nonpublic
Enterprises





In
December 2008, the FASB issued FSP FIN No. 48-3, “Effective Date of FASB
Interpretation No. 48 for Certain Nonpublic Enterprises.”  FSP FIN No.
48-3 defers the effective date of FIN No. 48, “Accounting for Uncertainty in
Income Taxes,” for certain nonpublic enterprises as defined in SFAS No. 109,
“Accounting for Income Taxes.”  However, nonpublic consolidated
entities of public enterprises that apply U.S. generally accepted accounting
principles (GAAP) are not eligible for the deferral.  FSP FIN No. 48-3
was effective upon issuance.  The impact of adoption was not material
to the Company’s consolidated financial condition or results of
operations.





Disclosures
by Public Entities (Enterprises) about Transfers of Financial Assets and
Interests in Variable Interest Entities





In
December 2008, the FASB issued FSP FAS No. 140-4 and FIN No. 46(R) -8,
“Disclosures by Public Entities (Enterprises) about Transfers of Financial
Assets and Interests in Variable Interest Entities.”  This FSP amends
SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities,” to require public entities to provide
additional disclosures about transfers of financials assets.  FSP FAS
No. 140-4 also amends FIN No. 46(R)-8, “Consolidation of Variable Interest
Entities,” to require public enterprises, including sponsors that have a
variable interest entity, to provide additional disclosures about their
involvement with a variable interest entity.  FSP FAS No. 140-4 also
requires certain additional disclosures, in regards to variable interest
entities, to provide greater transparency to financial statement
users.  FSP FAS No. 140-4 is effective for the first reporting period
(interim or annual) ending after December 15, 2008, with early application
encouraged.  The Company is currently assessing the impact of FSP FAS
No. 140-4 on its consolidated financial position and results of
operations.


32





Accounting
for an Instrument (or an Embedded Feature) with a Settlement Amount That is
Based on the Stock of an Entity’s Consolidated Subsidiary





In
November 2008, the FASB issued FSP Emerging Issues Task Force (“EITF”) Issue No.
08-8, “Accounting for an Instrument (or an Embedded Feature) with a Settlement
Amount That is Based on the Stock of an Entity’s Consolidated
Subsidiary.”  EITF No. 08-8 clarifies whether a financial instrument
for which the payoff to the counterparty is based, in whole or in part, on the
stock of an entity’s consolidated subsidiary is indexed to the reporting
entity’s own stock.  EITF No. 08-8 also clarifies whether or not stock
should be precluded from qualifying for the scope exception of SFAS No. 133,
“Accounting for Derivative Instruments and Hedging Activities,” or from being
within the scope of EITF No. 00-19, “Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company’s Own
Stock.”  EITF No. 08-8 is effective for fiscal years beginning on or
after December 15, 2008, and interim periods within those fiscal
years.  The Company is currently assessing the impact of EITF No. 08-8
on its consolidated financial position and results of operations.





Accounting
for Defensive Intangible Assets





In
November 2008, the FASB issued EITF Issue No. 08-7, “Accounting for Defensive
Intangible Assets.”  EITF No. 08-7 clarifies how to account for
defensive intangible assets subsequent to initial measurement.  EITF
No. 08-7 applies to all defensive intangible assets except for intangible assets
that are used in research and development activities.  EITF No. 08-7
is effective for intangible assets acquired on or after the beginning of the
first annual reporting period beginning on or after December 15,
2008.  The Company is currently assessing the impact of EITF No. 08-7
on its consolidated financial position and results of operations.





Equity
Method Investment Accounting Considerations





In
November 2008, the FASB issued EITF Issue No. 08-6 (“EITF No. 08-6”), “Equity
Method Investment Accounting Considerations.”  EITF No. 08-6 clarifies
accounting for certain transactions and impairment considerations involving the
equity method.  Transactions and impairment dealt with are initial
measurement, decrease in investment value, and change in level of ownership or
degree of influence.  EITF No. 08-6 is effective on a prospective
basis for fiscal years beginning on or after December 15, 2008.  The
Company is currently assessing the impact of EITF No. 08-6 on its consolidated
financial position and results of operations.





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.





Issuer’s
Accounting for Liabilities Measured at Fair Value with a Third-Party Credit
Enhancement





In
September 2008, the FASB issued EITF Issue No. 08-5 (“EITF No. 08-5”), “Issuer’s
Accounting for Liabilities Measured at Fair Value with a Third-Party Credit
Enhancement.”  This FSP determines an issuer’s unit of accounting for
a liability issued with an inseparable third-party credit enhancement when it is
measured or disclosed at fair value on a recurring basis.  FSP EITF
No. 08-5 is effective on a prospective basis in the first reporting period
beginning on or after December 15, 2008.  The Company is currently
assessing the impact of FSP EITF No. 08-5 on its consolidated financial position
and results of operations.


33





Disclosures
about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement
No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date
of FASB Statement No. 161





In
September 2008, the FASB issued FSP FAS No. 133-1, “Disclosures about Credit
Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and
FASB Interpretation No. 45; and Clarification of the Effective Date of FASB
Statement No. 161.”  This FSP amends FASB Statement No. 133,
“Accounting for Derivative Instruments and Hedging Activities,” to require
disclosures by sellers of credit derivatives, including credit derivatives
embedded in a hybrid instrument.  The FSP also amends FASB
Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others,” to require
and additional disclosure about the current status of the payment/performance
risk of a guarantee.  Finally, this FSP clarifies the Board’s intent
about the effective date of FASB Statement No. 161, “Disclosures about
Derivative Instruments and Hedging Activities.”  FSP FAS No. 133-1 is
effective for fiscal years ending after November 15, 2008.  The
Company is currently assessing the impact of FSP FAS No. 133-1 on its
consolidated financial position and results of operations.





Endowments
of Not-for-Profit Organizations: Net Asset Classification of Funds Subject to an
Enacted Version of the Uniform Prudent Management of Institutional Funds Act,
and Enhanced Disclosures for all Endowment Funds





In August
2008, the FASB issued FSP FAS No. 117-1, “Endowments of Not-for-Profit
Organizations: Net Asset Classification of Funds Subject to an Enacted Version
of the Uniform Prudent Management of Institutional Funds Act (“UPMIFA”), and
Enhanced Disclosures for all Endowment Funds.”  The intent of this FSP
is to provide guidance on the net asset classification of donor-restricted
endowment funds.  The FSP also improves disclosures about an
organization’s endowment funds, both donor-restricted and board-designated,
whether or not the organization is subject to the UPMIFA.  FSP FAS No.
117-1 is effective for fiscal years ending after December 31,
2008.  Earlier application is permitted provided that annual financial
statements for that fiscal year have not been previously issued.  The
Company is currently assessing the impact for FSP FAS No. 117-1 on its
consolidated financial position and results of operations.





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





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





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





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


34





Accounting
for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement
No. 60





In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts – an interpretation of FASB Statement No.
60.”  This statement requires that an insurance enterprise recognize a
claim liability prior to an event of default (insured event) when there is
evidence that credit deterioration has occurred in an insured financial
obligation.  SFAS No. 163 also clarifies how SFAS No. 60 applies to
financial guarantee insurance contracts, including the recognition and
measurement to be used to account for premium revenue and claim liabilities to
increase comparability in financial reporting of financial guarantee insurance
contracts by insurance enterprises.  SFAS No. 163 is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and all interim periods within those fiscal years, except for some disclosures
about the insurance enterprise’s risk-management activities of the insurance
enterprise be effective for the first period (including interim periods)
beginning after issuance of SFAS No. 163.  Except for those
disclosures, earlier application is not permitted.





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





In
May 2008, the FASB issued FSP Accounting Principles Board (“APB”) Opinion
No. 14-1, “Accounting for Convertible Debt Instruments That May Be
Settled in Cash upon Conversion (Including Partial Cash Settlement).” The FSP
clarifies the accounting for convertible debt instruments that may be settled in
cash (including partial cash settlement) upon conversion.  The FSP
requires issuers to account separately for the liability and equity components
of certain convertible debt instruments in a manner that reflects the issuer's
nonconvertible debt (unsecured debt) borrowing rate when interest cost is
recognized.  The FSP requires bifurcation of a component of the debt,
classification of that component in equity and the accretion of the resulting
discount on the debt to be recognized as part of interest expense in our
consolidated statement of operations.  The FSP requires retrospective
application to the terms of instruments as they existed for all periods
presented.  The FSP is effective for fiscal years beginning after
December 15, 2008 and early adoption is not permitted.  The Company is
currently evaluating the potential impact of FSP APB 14-1 upon its consolidated
financial statements.




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.





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.


35





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 is required to adopt SFAS No. 161
on January 1, 2009. The Company is currently evaluating the potential impact of
SFAS No. 161 on the Company’s consolidated financial statements.





Delay
in Effective Date





In
February 2008, the FASB issued FSP FAS No. 157-2, “Effective Date of FASB
Statement No. 157.” This FSP delays the effective date of SFAS No. 157 for
all nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value on a recurring basis (at least annually)
to fiscal years beginning after November 15, 2008, and interim periods
within those fiscal years. The impact of adoption was not material to the
Company’s consolidated financial condition or results of
operations.





Business
Combinations





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




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


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


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




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




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




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




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 for the Company 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.


36




Fair
Value Measurements




In
September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements.”  SFAS No. 157 provides guidance for using fair value to
measure assets and liabilities.  SFAS No. 157 addresses the requests
from investors for expanded disclosure about the extent to which companies’
measure assets and liabilities at fair value, the information used to measure
fair value and the effect of fair value measurements on earnings. SFAS No. 157
applies whenever other standards require (or permit) assets or liabilities to be
measured at fair value, and does not expand the use of fair value in any new
circumstances. SFAS No. 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007 and was adopted by the Company in
the first quarter of fiscal year 2008. There was no material impact on the
Company’s consolidated results of operations and financial condition due to the
adoption of SFAS No. 157.




Accounting
Changes and Error Corrections




In May
2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections,”
which replaces APB Opinion No. 20, "Accounting Changes," and SFAS No. 3,
"Reporting Accounting Changes in Interim Financial Statements - An Amendment of
APB Opinion No. 28.”  SFAS No. 154 provides guidance on the accounting
for and reporting of accounting changes and error corrections, and it
establishes retrospective application, or the latest practicable date, as the
required method for reporting a change in accounting principle and the reporting
of a correction of an error. SFAS No. 154 is effective for accounting changes
and corrections of errors made in fiscal years beginning after December 15,
2005. The Company adopted SFAS No. 154 in the first quarter of fiscal year 2007
and did not have a material impact on its consolidated results of operations and
financial condition.




NOTE 4.  RECEIVABLE FROM
FORMER RELATED PARTY




During
the year ended December 31, 2007, the Company made advances totaling $17,169 to
its former chief executive officer. This receivable is non-interest bearing and
is due on demand. For the year ended December 31, 2008, this receivable was
considered uncollectible. The entire amount has been written down and reflected
in the Company’s statements of operations.




NOTE 5.  ACCOUNTS
PAYABLE




During
the year ended December 31, 2007, the Company recorded an account payable to a
vendor in the amount of $435,049. For the year ended December 31, 2008 this
amount was settled with the vendor to be $141,334, resulting in a write down of
accounts payable of $293,715. This write down of accounts payable has been
reflected in the Company’s statements of operations and cash flows for the year
ended December 31, 2008.




NOTE 6.  NOTES
PAYABLE




Notes
payable consist of:





December
      31,
                  
                  
                  December
      31,2008
                  
                  
                  2007Note
      payable to an individual, due on demand, including interest at 6% accrued
      monthly, secured by all assets and revenues of the Company
                  
                  $
                  8,806
                  
                  
                  $
                  8,377Note
      payable to a company, due on demand, including interest at 6% accrued
      monthly, secured by all assets and revenues of the Company
                  
                  
                  1,870
                  
                  
                  
                  1,778Total
                  
                  $
                  10,676
                  
                  
                  $
                  10,155





37





NOTE 7.  DUE TO FORMER
RELATED PARTIES





Due to
former related parties consists of:





December
      31,
                  
                  
                  December
      31,2008
                  
                  
                  2007Due
      to former chief executive officer and affiliates,  non-interest
      bearing, due on demand
                  
                  $
                  4,237
                  
                  
                  $
                  4,237Due
      to former chief accounting officer and affiliates,  non-interest
      bearing, due on demand
                  
                  
                  51,779
                  
                  
                  
                  51,779Total
                  
                  $
                  56,016
                  
                  
                  $
                  56,016





NOTE
8. COMMON STOCK




Stock Issuances




On
January 29, 2007, the Company entered into an agreement with Intrepid World
Communications Corp. (“IWC”) which provided that the Company would merge with
IWC. The Company had 20,000,000 shares of restricted common stock issuable to
James Fischbach as of December 31, 2007. These shares were issued and
delivered to him on condition that the merger would be consummated. The merger
was never consummated and James Fischbach declined to return the shares. 
The Company subsequently filed suit in the Delaware Court of Chancery to have
the shares cancelled. The Company and James C. Fischbach entered into a Mutual
Release and Settlement Agreement on August 20, 2008. Pursuant to the Mutual
Release and Settlement Agreement, the Company issued 100,000 shares of its
common stock to James C. Fischbach, James C. Fischbach agreed to the
cancellation of 20,000,000 shares issued and the Company agreed to dismiss the
pending litigation in the Delaware Court of Chancery.




On
November 26, 2007 the Company entered into an agreement with First Versatile
Smartcard Solutions Corporation (“FVS”), a Philippines corporation in the
business of developing a smartcard for use in the Philippines. Under the
agreement, the sole stockholder of FVS, or his designee was to receive
18,000,000 shares of Company common stock, the Company’s chief executive officer
was to receive 2,000,000 shares of Company common stock, and an affiliate of the
Company’s former chief executive officer was to receive 3,000,000 shares of
Company common stock.  As of December 31, 2007 all shares were considered
to be issuable and were delivered to all parties to the agreement in January,
2008.  In connection with the agreement, the Board of Directors approved a
name change for the Company to Versa Card, Inc. and a one (1) for two (2)
reverse split of its common stock.  On April 9, 2008 the Company filed with
the Security Exchange Commission (“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.   On September 8,
2008 the Company issued an additional 9,500,000 shares of Company common stock
in connection with the agreement.  The Company determined subsequently to
rescind the agreement and to not execute a reverse stock split. On December 30,
2008 the Company and certain parties of the FVS Transaction agreed to the
cancellation of approximately 27,500,000 shares of Company common stock. 
With regards to the FVS Transaction, 5,000,000 shares of the Company’s common
stock issued remain outstanding as of December 31, 2008.  The Company
currently is in the process of evaluating whether the issuances of these
5,000,000 shares were effectively rescinded upon the rescission of the FVS
Transaction.  As such, the Company may negotiate the return of these
5,000,000 shares.


38




In
January 2008 the Company issued 103,103 shares of Company common stock that
were classified as issuable at December 31, 2007.




On
September 8, 2008 the Company issued 200,000 shares of Company common stock
for $40,000 in cash.




On
September 8, 2008 the Company issued 1,000,000 shares of Company common
stock to various individuals for services and compensation valued at
$432,000.




On
December 30, 2008 the Company cancelled 500,000 shares of Company common stock
issued to an individual on September 8, 2008 for compensation valued at
$245,000.




Warrants




A summary
of warrant activity for the years ended December 31, 2008 and 2007
follows:





Shares of Common Stock that
                    Warrants are
                    Exercisable IntoDecember
                    31, 2008
                  
                  
                  December 31,
                    2007Warrants outstanding, beginning of period
                  
                  
                  30,000
                  
                  
                  
                  177,500Issued
                  
                  
                  -
                  
                  
                  
                  -Exercised
                  
                  
                  -
                  
                  
                  
                  (45,456
                  )Expired
                  
                  
                  (30,000
                  )
                  
                  
                  (102,044
                  )Warrants
      outstanding, end of period
                  
                  
                  -
                  
                  
                  
                  30,000




The
30,000 warrants outstanding at December 31, 2007 were exercisable into 30,000
shares of common stock at an exercise price of $1.00 per share and expired
September 21, 2008.




NOTE
9.  INCOME TAXES




No
provision for income taxes was recorded in the years ended December 31, 2008 and
2007 since the Company incurred net losses in these periods. However, deferred
tax benefits of $67,600 and $613,300 for the years ended December 31, 2008 and
2007, respectively, were recognized.




Deferred
tax assets consists of:




December
                    31, 2008
                  
                  
                  December 31,
                    2007Net operating loss carryforwards
                  
                  $
                  2,394,600
                  
                  
                  $
                  2,327,000Less
      valuation allowance
                  
                  
                  (2,394,600
                  )
                  
                  
                  (2,327,000
                  )Deferred
      tax assets, net
                  
                  $
                  -
                  
                  
                  $
                  -




Based on
management’s assessment, utilizing an effective combined tax rate for federal
and state taxes of approximately 39%, the Company has determined it to be more
likely than not that a deferred tax asset of approximately $2,394,600
attributable to the future utilization of the approximately $6,100,000 in net
operating loss carryforwards as of December 31, 2008, will not be
realized.  Accordingly, the Company has provided a 100% allowance
against the deferred tax asset in the financial statements at December 31, 2008
and 2007. The Company will continue to review this valuation allowance and make
adjustments as appropriate. The net operating loss carryforwards expire in
varying amounts from year 2018 to 2027.


39




Current
tax laws limit the amount of loss available to be offset against future taxable
income when a substantial change in ownership occurs. Therefore, amounts
available to offset future taxable income may be limited.




NOTE 10.LEGAL
MATTERS




In March
2008, Kent Caraquero, Leslie Lounsbury, Riverside Manitoba, Inc. and Tyeee
Capital Consultants, Inc. filed suit against the Company, Richard Specht, Rene
Hamouth, Hamouth Family Trust, William R. Dunavant, and William R. Dunavant
Family Holdings, Inc. The suit was filed in The United States District Court,
Middle District of Florida and requests damages in an unspecified amount and
injunctive relief for various breaches of contract and securities
violations.   A default judgment was entered against the
defendants on July 20, 2008.  The default judgment was set aside and
the case reopened on November 7, 2008.  The Company will continue its
efforts to settle the claims that pertain to the Company; however, there is no
assurance that the matter can be settled on terms favorable to the
Company.




In May
2007, Martin Nathan, a former attorney for the Company, 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.  This judgment is
appealable.  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.




NOTE 11.COMMITMENTS
AND CONTINGENCIES




The
Company currently maintains its office at: 5225 Katy Freeway, Suite 600,
Houston, Texas 77007.  This office space encompasses approximately 450
square feet and is currently provided to the Company at no cost by Dr. William
Donovan, the Company’s Director and Chief Executive Officer.




NOTE 12.SUBSEQUENT
EVENTS




Effective January 28, 2009, the
Board of the Company accepted the resignation of Timothy Donovan as
the Company’s Interim Chief Executive Officer and appointed William F.
Donovan, M.D., as the Company’s
Chief Executive Officer.





On
February 28, 2009, the Company acquired One Source Plaintiff Funding, Inc. ("One
Source"), a corporation organized under the laws of the State of Florida,
pursuant to a Stock Exchange Agreement between the Company, One Source, and the
shareholders of One Source, Brian Koslow and David Waltzer. Pursuant to the
Exchange Agreement, the Company acquired all of the outstanding capital stock of
One Source in exchange for 900,000 shares of the Company’s common stock. One
Source owns a web site and proprietary methodologies used in the business of
"lawsuit funding".  The Company will use the One Source web site and
proprietary methodologies as one component of a new business strategy to invest
in plaintiff personal injury lawsuits.




On
February 28, 2009, SPMI formalized the employment of William F. Donovan, M.D.,
as the Company's Chief Executive Officer, effective January 3, 2009; entered
into employment arrangements with John A. Talamas, as Chief Operating Officer;
Brian Koslow, as Executive Vice President of Business Development; and David
Waltzer and Timothy Donovan, as Vice President of Marketing &
Sales.




40




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.  This judgment is
appealable.  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.


41




ITEM 9. CHANGES IN
AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE




Effective
May 16, 2008, our Board of Directors dismissed Michael T. Studer CPA P.C.
(“Studer”) as its independent registered public accounting firm and retained the
accounting firm of Jewett, Schwartz, Wolfe & Associates (“JSW”) as its new
independent registered public accounting firm.





Studer
was the Registrant’s independent registered public accounting firm since October
2006 and for the Registrant’s last two annual reports (Form 10-KSB) for years
ended December 31, 2006 and December 31, 2007. Studer’s reports on our financial
statements for the past two years did not contain an adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles, except for a going concern modification
expressing substantial doubt about the ability of the Registrant to continue as
a going concern.




The
decision to change our accountants was recommended and approved by our Board of
Directors on May 16, 2008.





During
our most recent two fiscal years and any subsequent interim period preceding
such dismissal, there were no disagreements with Studer on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, except for a going concern modification expressing
substantial doubt about the ability of the Registrant to continue as a going
concern.





On May
16, 2008 we engaged JSW as our new principal independent registered accounting
firm in connection with our financial statements for the quarter ended March 31,
2008. Our Board of Directors recommended and approved the engagement of
JSW.





During
the Registrant’s fiscal years ended December 31, 2007, 2006, and 2005 and
through May 16, 2008, we did not consult JSW with respect to (i) the application
of accounting principles to a specified transaction, either completed or
proposed; or the type of audit opinion that might be rendered on the
Registrant’s consolidated financial statements; or (ii) any matter that was
either the subject of a disagreement or a reportable event.





The
Registrant has requested Studer to furnish the Registrant with a letter
addressed to the Securities and Exchange Commission stating whether Studer
agrees with the above statements.




ITEM
9A. CONTROLS AND PROCEDURES




The
Company’s principal executive officer and principal financial officer are
responsible for establishing and maintaining disclosure controls and procedures
for the Company.




(a)
Evaluation of Disclosure Controls and Procedures




Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act,
as of December 31, 2008. Based on this evaluation, our principal executive
officer and our principal financial officer concluded that, as of the end of the
period covered by this report, our disclosure controls and procedures were
effective and adequately designed to ensure that the information required to be
disclosed by us in the reports we submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
applicable rules and forms and that such information was accumulated and
communicated to our chief executive officer and principal financial officer, in
a manner that allowed for timely decisions regarding disclosure


42




(b)
Changes in Internal Controls




During
the year ended December 31, 2008, there has been no change in internal control
over financial reporting that has materially affected, or is reasonably likely
to materially affect our internal control over financial reporting.




The
Company’s management, including the chief executive officer and principal
financial officer, does not expect that its disclosure controls or 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’s override of the control. The
design of any systems of controls 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. Over time, control may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of these inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be
detected.




Individual
persons perform multiple tasks which normally would be allocated to separate
persons and therefore extra diligence must be exercised during the period these
tasks are combined. It is also recognized the Company has not designated an
audit committee and no member of the Board of Directors has been designated or
qualifies as a financial expert. The Company should address these concerns at
the earliest possible opportunity.




ITEM
9B. OTHER INFORMATION




Not
applicable.


43




PART III




ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE




The
Directors and Officers of the Company are as follows:




Name
              
              Age
              
              Position(s) and
      Office(s)William
      Donovan, M.D.
              
              65
              
              Chief
      Executive Officer and Director / Interim Principal Financial
      OfficerJohn
      Talamas
              
              53
              
              Chief
      Operating OfficerBrian
      M. Koslow
              
              51
              
              Executive
      V.P. of Business DevelopmentRichard
      Specht
              
              27
              
              Director




William Donovan,
M.D.Dr. William Donovan has served as the Company’sChief Executive Officer
since January 28, 2009.  He has served as a Director of the Company
since April 2008.  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 public 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.




John Talamas.  John
Talamas has served as the Company’s Chief Operating Officer since February 28,
2009.  John has an extensive business background in developing and
launching successful marketing programs for attorneys, doctors treating injured
workers, and medical facilities associated with these types of
patients.  He was the Financial Manager in Houston for Eller Media
Co., Inc. and the Director of Administration and Finance for El Dorado
Communications, Inc.  While working at The Woodlands Corporation in
The Woodlands, Texas, he was a Special Projects Accountant for the San Luis
Conference Center & Resort plus The Woodlands Executive Conference Center
& Resort.  He was the Chief Financial Officer for Signtex Imaging,
Inc. in Houston.  As the CEO of Quality Drill Media, he developed and
launched care management service programs facilitating patients from attorneys
who require appropriate medical and chiropractic treatment.  Mr.
Talamas earned a Bachelor’s of Business Administration with a concentration in
Accounting from Laredo State University, Cum Laude, May 1981.  He
completed 27 hours in a Master’s Program at Texas A&M International at
Laredo 1982-1983.




Brian M.
Koslow.  Brian M. Koslow has served as the Company’s Executive
Vice President of Business Development since February 28,
2009.  Brian’s experience spans twenty-two years in the healthcare
profession.  During 1985 Mr. Koslow founded Koslow Practice Management
Inc., later reincorporated under the name Breakthrough Coaching Inc., a company
that worked with musculoskeletal facilities throughout the United
States.  The company was responsible for practice analysis including
payer mix, marketing, corporate and partnership structuring.  Emphasis
was placed on multi-disciplinary integration and addition of key strategic
profit-centers, including expansion of personal injury
services.  During this period, Mr. Koslow presented more than one
thousand seminars to healthcare professionals and their professional
staffs.  During 2001, Mr. Koslow co-founded Atlas Diagnostics, LLC, a
company that employed mobile technicians, board certified neurologists and
radiologist in order to deliver neurological and radiological testing to
patients at healthcare facilities throughout the United States.  The
company worked with an extensive network of physicians, personal injury
attorneys (accident cases), workmen’s compensation and general insurance
carriers for testing services.  Mr. Koslow was responsible for all
aspects of sales and development of physician accounts including the delivery
physician educational seminars.  The Company was merged with another
diagnostic testing company during 2005.  During 2006, Mr. Koslow
founded One Source Plaintiff Funding, Inc., a company founded to provide
advocacy for injured plaintiffs who are unable to financially afford to wait for
settlement from insurance carriers.  Funds are invested in plaintiff
cases providing plaintiff’s with financial relief for payment of medical care,
funding of expert witnesses and living expenses.  Company has
established a network of attorney referral sources.  Cases are
evaluated and underwritten in accordance with a proprietary
formula.  Mr. Koslow is Best-Selling Author of the book “365 ways to
Become a Millionaire Without Being Born One”; a revised-2008, Penguin-Putnam,
New York; published in five languages.  He has authored several
healthcare office procedure manuals, published more than thirty articles on
marketing and management of professional healthcare practices and has produced
several audio programs for professionals, including personal injury
marketing.


44




Richard
Specht.  Richard Specht has over eight years experience as an
investor in various private and public companies. In 2007 Mr. Specht served as a
Director and CEO of the Company.




Board
of Directors Committees




The Board
of Directors has not yet established an audit committee. An audit committee
typically reviews, acts on and reports to the Board of Directors with respect to
various auditing and accounting matters, including the recommendations and
performance of independent auditors, the scope of the annual audits, fees to be
paid to the independent auditors, and internal accounting and financial control
policies and procedures. Certain stock exchanges currently require companies to
adopt a formal written charter that establishes an audit committee that
specifies the scope of an audit committee’s responsibilities and the means by
which it carries out those responsibilities. In order to be listed on any of
these exchanges, the Company will be required to establish an audit
committee.




The
Company does currently have a Compensation Committee, of which our Director,
Richard Specht is currently the sole member.




Section
16(a) Beneficial Ownership Reporting Compliance




Based
solely upon a review of Forms 3, 4 and 5 furnished to the Company, the Company
is aware of six people who, during the fiscal year ended December 31, 2008 were
Directors, officers, or beneficial owners of more than ten percent of the common
stock of the Company, and who failed to file, on a timely basis, reports
required by Section 16(a) of the Securities Exchange Act of 1934 as
follows:




Richard
Specht, our current Director, has failed to file various reports required by
Section 16(a) of the Exchange Act, and to date is not current in these
filings.  Mr. Specht has failed to file the following reports: (a) a
Form 3 when he was appointed Director in October 2007; (b) a Form 4 when he was
appointed Chief Executive Officer in April 2008; (c) a Form 5 when he resigned
as officer and Director in April 2008; and (d) a Form 3 when he was appointed
Director in December 2008.  He is currently in the process of
preparing his outstanding reports.




William
Donovan, M.D., our current Chief Executive Officer and Director, failed to
timely file a Form 3 in May 2008 when he was appointed
Director.  However, he is current in his filings to date.




William
R. Dunavant, our former Chief Executive Officer, failed to file a Form 4 in 2008
when he was terminated as Chief Executive Officer.  The Company has no
knowledge of any additional Form 4’s or additional reports that he may have been
required to file.




James R.
MacKay, our former Director and Chief Executive Officer, failed to file in 2008
a Form 3 when he was appointed, a Form 4 when he resigned as Chief Executive
Officer, and a Form 5 when he resigned as Director.  The Company has
no knowledge of any additional Form 4’s or additional reports that he may have
been required to file.


45




Zacarias
Rivera, our former Director, failed to file in 2008 a Form 3 when he was
appointed and a Form 5 when he resigned.  The Company has no knowledge
of any Form 4’s or additional reports that he may have been required to
file.




Shane
Mulcahy, our former Chief Executive Officer, failed to file in 2008 a Form 3
when he was appointed and a Form 5 when he resigned.  The Company has
no knowledge of any Form 4’s or additional reports that he may have been
required to file.




.Involvement in Certain Legal
Proceedings




To our
knowledge, during the past five years, our officers and Directors have
not:




·
            filed
      a petition under the federal bankruptcy laws or any state insolvency law,
      nor had a receiver, fiscal agent or similar officer appointed by a court
      for the business or present of such a person, or any partnership in which
      he was a general partner at or within two years before the time of such
      filing, or any corporation or business association of which he was an
      executive officer within two years before the time of such
      filing;


·
            been
      convicted in a criminal proceeding or named subject of a pending criminal
      proceeding (excluding traffic violations and other minor
      offenses);


·
            been
      the subject of any order, judgment or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently
      or temporarily enjoining him from or otherwise limiting the following
      activities: (i) acting as a futures commission merchant, introducing
      broker, commodity trading advisor, commodity pool operator, floor broker,
      leverage transaction merchant, associated person of any of the foregoing,
      or as an investment advisor, underwriter, broker or dealer in securities,
      or as an affiliated person, director of any investment company, or
      engaging in or continuing any conduct or practice in connection with such
      activity; (ii) engaging in any type of business practice; (iii) engaging
      in any activity in connection with the purchase or sale of any security or
      commodity or in connection with any violation of federal or state
      securities laws or federal commodity
laws;


·
            been
      the subject of any order, judgment or decree, not subsequently reversed,
      suspended or vacated, of any federal or state authority barring,
      suspending or otherwise limiting for more than 60 days the right of such
      person to engage in any activity described above under this Item, or to be
      associated with persons engaged in any such
  activity;


·
            been
      found by a court of competent jurisdiction in a civil action or by the
      Securities and Exchange Commission to have violated any federal or state
      securities law and the judgment in subsequently reversed, suspended or
      vacate;


·
            been
      found by a court of competent jurisdiction in a civil action or by the
      Commodity Futures Trading Commission to have violated any federal
      commodities law, and the judgment in such civil action or finding by the
      Commodity Futures Trading Commission has not been subsequently reversed,
      suspended or vacated.




Code
of Ethics




The
Company has adopted a code of ethics in compliance with Item 406 of Regulation
S-K that applies to our principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions. The Company has filed a copy of its Code of Ethics by
reference as Exhibit 14 to this Form 10-K. Further, we undertake herewith to
provide by mail to any person without charge, upon request, a copy of such code
of ethics if we receive the request in writing by mail to:




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


5225
Katy Freeway


Suite
600


Houston,
Texas   77007


46




ITEM
11. EXECUTIVE COMPENSATION




The
following table provides summary information for the years 2008, 2007, and 2006
concerning cash and non-cash compensation paid or accrued to or on behalf of the
chief executive officer at the year ended December 31, 2008, and any other
employees to receive compensation in excess of $100,000.




Summary
      Compensation TableName
      and
                              Principal
                              Position
                            
                            Year
                            
                            
                            Salary
                              ($)
                            
                            
                            Bonus
                              ($)
                            
                            
                            Stock
                              Awards
                              ($)
                            
                            
                            Option
                              Awards
                              ($)
                            
                            
                            Non-Equity
                              Incentive
                              Plan
                              Compensation
                              ($)
                            
                            
                            Change
      in
                              Pension
                              Value
                              and
                              Nonqualified
                              Deferred
                              Compensation
                              ($)
                            
                            
                            All
      Other
                              Compensation
                              ($)
                            
                            
                            Total
                              ($)William
                              Dunavant
                              Former
      CEO, CFO,
                              PAO,
      and
                              director
                            
                            2008
                              2007
                              2006
                            
                            
                            
                            -
                              -
                              -
                            
                            
                            
                            -
                              -
                              -
                            
                            
                            
                            -
                              -
                              -
                            (1)
                            
                            
                            -
                              -
                              -
                            
                            
                            
                            -
                              -
                              -
                            
                            
                            
                            -
                              -
                              -
                            
                            
                            
                            -
                              -
                              -
                            
                            
                            
                            -
                              -Timothy
      Donovan
                              Former
      CEO
                            
                            2008
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -James R.
      MacKay
                              Former
      CEO
                            
                            2008
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Shane
      Mulcahy
                              Former
      CEO
                            
                            2008
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -




(1)  In
connection with and pursuant to the FVS Transaction, as described above under
“Item 1,” the Company issued 2,000,000 shares to Mr. Dunavant.  These
shares, however, were not issued to Mr. Dunavant in his capacity as an executive
or Director of the Company.  As such, we do not believe these share
qualify as executive compensation.  Further, in connection with the
rescission of the FVS Transaction, the Company is in the process of evaluating
whether the issuance to Mr. Dunavant was effectively rescinded, and as such the
Company may negotiate the return of these 2,000,000 shares.




Compensation
of Directors




At
present, the Company does not pay its Directors for attending meetings of the
Board of Directors, although the Company may adopt a Director compensation
policy in the future. The Company has no standard arrangement pursuant to which
Directors of the Company are compensated for any services provided as a Director
or for committee participation or special assignments.




The
Corporation has no “Grants of Plan-Based Awards”, “Outstanding Equity Awards at
Fiscal Year-End”, “Option Exercises and Stock Vested”, “Pension Benefits”, or
“Nonqualified Deferred Compensation”. Nor does the Corporation have any “Post
Employment Payments” to report.




Our
Directors receive no compensation for their services as
Directors.


47




ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT




As a
result of the cancellation of 27,492,000 shares of Common Stock by virtue of the
Settlement Agreement, 13,317,682 shares of Versa Card Common Stock are
outstanding, and James MacKay is no longer the majority shareholder of Versa
Card. The change in control of the Company was effected solely by the
cancellation of 27,492,000 shares of Common Stock by virtue of the Settlement
Agreement.




The
following table sets forth certain information at April 10, 2009 with respect to
the beneficial ownership of shares of common stock by (i) each person known to
us who owns beneficially more than 5% of the outstanding shares of common stock
(based upon reports which have been filed and other information known to us),
(ii) each of our Directors, (iii) each of our Executive Officers and (iv) all of
our Executive Officers and Directors as a group. Unless otherwise indicated,
each stockholder has sole voting and investment power with respect to the shares
shown.




Name and Address of Beneficial
                                Owner
                              
                              Number and Class of
                                Common Shares
                                Beneficially Owned
                              
                              
                              Percent of ClassWilliam
      Francis Donovan (1)
                              
                              
                              1,981,013
                              
                              
                              
                              11.89
                              %John
      Talamas (1)
                              
                              
                              500,000
                              
                              
                              
                              3.00
                              %Brian
      M. Koslow (1)
                              
                              
                              675,500
                              
                              
                              
                              4.05
                              %Richard
      Specht (1)
                              
                              
                              2,500
                              
                              
                              
                              0.02
                              %All
      Directors and executive officers as a group (4 persons)
                              
                              
                              2,814,300
                              
                              
                              
                              16.89
                              %Rene
      Hamouth (2)
                              
                              
                              4,527,751
                              
                              
                              
                              27.17
                              %William
      R. Dunavant (3)
                              
                              
                              1,800,000
                              
                              
                              
                              10.80
                              %Total
      shares outstanding:
                              
                              
                              16,662,695




(1)
              The
      named individual is an executive officer or Director of the Company, the
      business address of which is 5225 Katy Freeway, Suite 600, Houston, TX
      77007.




(2)
              Includes
      3,354,665 shares registered in the name of the Hamouth Family Trust,
      1,094,598 shares registered in the name of Renee Hamouth, and 145,863
      shares registered in the name of Leona Hamouth. Mr. Hamouth is the trustee
      of the Hamouth Family Trust.  Mr. Hamouth’s address is 2608
      Finch Hill, Vancouver, BC, Canada, V7S
3H1.




(3)
              William
      R. Dunavant, our former CEO, is the beneficial owner of Dunavant Family
      Holdings, Inc.  Mr. Dunavant’s address is 2624 Eagle Cove Drive,
      Park City, Utah 84060.




ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS




None of
the following persons has any direct or indirect material interest in any
transaction to which we were or are a party, and the amount involved exceeded
$120,000, since the beginning of our last fiscal year, or in any proposed
transaction to which we propose to be a party:





(A)
            any
      of our directors or executive
officers;





(B)
            any
      nominee for election as one of our
directors;





(C)
            any
      person who is known by us to beneficially own, directly or indirectly,
      shares carrying more than 5% of the voting rights attached to our common
      stock; or


48





(D)
            any
      member of the immediate family (including spouse, parents, children,
      siblings and in-laws) of any of the foregoing persons named in paragraph
      (A), (B) or (C) above.





Director
Independence





The
Company currently does not have any independent directors.  Although
Mr. Richard Specht does not currently hold any other positions with the Company
besides Director, he previously served as Chief Executive Officer of the
Company, and as such, we have decided to not label him as an independent
director at this point in time.





As the
Company’s securities are not listed on a national securities exchange or on an
inter-dealer quotation system which has requirements that a majority of the
board of directors be independent, we are not required to have independent
members of our Board of Directors, and do not anticipate having independent
Directors until such time as we are required to do so.




ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES




The
following table sets forth fees billed to us by our independent accountants
during the fiscal years ended December 31, 2008 and December 31, 2007 for: (i)
services rendered for the audit of our annual financial statements and the
review of our quarterly financial statements, (ii) services rendered that are
reasonably related to the performance of the audit or review of our financial
statements and that are not reported as Audit Fees, (iii) services rendered in
connection with tax compliance, tax advice and tax planning, and (iv) all other
fees for services  rendered. "Audit Related Fees" consisted of
consulting fees regarding accounting issues. "All Other Fees" consisted of fees
related to the issuance of consents for our SB-2 Registration Statements and
this Annual Report.  Since we have no audit committee, none of these
services were approved by an audit committee, and we have no pre-approval
policies or procedures.





Year
      ended December 31,2008
                  
                  
                  2007Audit
      Fees
                  
                  $
                  54,000
                  
                  
                  $
                  40,000Audit
      Related Fees
                  
                  
                  -
                  
                  
                  
                  -Tax
      Fees
                  
                  
                  -
                  
                  
                  
                  -All
      Other Fees
                  
                  
                  -
                  
                  
                  
                  -Total
                  
                  $
                  54,000
                  
                  
                  $
                  40,000




Audit
Committee Pre-Approval




The
Company does not have a standing audit committee. Therefore, for the fiscal year
ended December 31, 2008, all services provided to the Company by Jewett,
Schwartz, Wolfe & Associates. For the same period in fiscal year 2007, all
services provided to the Company by Michael T. Studer, CPA P.C as detailed above
as detailed above, were pre-approved by the committee, as well.




49




ITEM
15. 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)*14
              
              Code
      of Ethics (Incorporated by reference from Form 10KSB filed with the SEC on
      April 15, 2005) *31.1
              
              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.




50





31.2
              
              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
      2003.32.1
              
              Certification
      Pursuant to 18 U.S.C. Section 1350, Section 906 of the Sarbanes-Oxley Act
      of 200232.2
              
              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






51




SIGNATURES
 
 In
accordance with the requirements of Section 13 of 15(d) of the Securities
Exchange Act of 1934, the Registrant has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on April 16,
2009.
 
 Versa
Card, Inc.
 
 By /s/ William Donovan,
M.D.
 William
Donovan, M.D.
 President
and Chief Executive Officer
 
  In
accordance with the requirements of the Securities Exchange Act of 1934, this
Form 10-K/A has been signed below by or on behalf of the following persons in
the capacities and on the dates stated.
 
 
 By /s/ William Donovan,
M.D.
                  Dated:
      April 16, 2009William
      Donovan, M.D.President
      and Chief Executive Officer, Director,Principal
      Financial Officer and Principal Accounting OfficerBy /s/ Richard Specht
                  Date:
      April 16, 2009Richard
      SpechtDirector