Bitech Technologies Corp - Quarter Report: 2008 September (Form 10-Q)

Unassociated Document

UNITED STATES SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended September 30, 2008

Commission File No. 000-27407

Versa Card, Inc.

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

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

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

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

(Address of principal executive office) (Postal Code)

(215) 972-1717

(Registrant’s telephone number)

Check whether the Issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 30 days: Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of accelerated filer and large accelerated filer in Rule 12b-12 of the Exchange Act (Check one):

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

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

Yes o No x

The number of issued and outstanding of the registrant's common stock, $0.001 par value (the only class of voting stock), as of September 30, 2008 was 40,809,682.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2008			2007
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	7,984		$	10,198
Receivable from former related party		17,169			17,169
Prepaid expenses		3,122			3,122
Total current assets		28,275			30,489

TOTAL ASSETS	$	28,275		$	30,489

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	973,437		$	742,077
Notes payable		88,396			10,155
Due to former related parties		56,016			56,016
Total current liabilities		1,117,849			808,248

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
Common stock: $0.001 par value, 100,000,000 shares authorized; 40,809,682 shares issued and outstanding at at September 30, 2008 and 6,906,579 shares issued and outstanding and 18,750 shares issuable at December 31, 2007		40,010			6,926
Subscription		50,000			-
Additional paid-in capital		13,288,202			13,326,202
Accumulated deficit		(8,143,573	)		(8,143,573	)
Accumulated deficit during development stage		(6,324,213	)		(5,967,314	)
Total stockholders’ deficit		(1,089,574	)		(777,759	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	28,275		$	30,489

See notes to consolidated financial statements.

F-1

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

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

													Period January 1,
													2005 (Date of
	Three Months Ended						Nine Months Ended						Inception) Through
	September 30,						September 30,						September 30, 2008
	2008			2007			2008			2007


REVENUE	$	-		$	-		$	-		$	-		$	-

EXPENSES:
Website planning costs		-			-			-			-			144,406
Impairment of website development costs		-			-			-			-			477,275
General and administrative expenses (including stock based compensation		123,028			348,998			356,899			1,358,444			5,677,532
Total costs and expenses		123,028			348,998			356,899			1,358,444			6,299,213

NET LOSS FROM CONTINUED OPERATIONS		(123,028	)		(348,998	)		(356,899	)		(1,358,444	)		(6,299,213	)

LOSS FROM DISCONTINUED OPERATIONS		-			-			-			-			(25,000	)
NET LOSS	$	(123,028	)	$	(348,998	)	$	(356,899	)	$	(1,358,444	)	$	(6,324,213	)

NET LOSS PER SHARE:
Basic and Diluted	$	(0.00	)	$	(0.05	)	$	(0.01	)	$	(0.22	)

WEIGHTED-AVERAGE SHARES
Basic and Diluted		35,409,682			6,567,329			32,169,682			6,240,471

See notes to consolidated financial statements.

F-2

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

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

							Period January 1,
							2005 (Date of
	Nine Months Ended						Inception) Through
	September 30,						September 30,
	2008			2007			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(356,899	)	$	(1,358,444	)		(6,324,213	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accrued interest		305			438			894
Impairment of license agreement		-			-			25,000
Impairment of website development cost		-			-			477,275
Issuance of common stock for services		43,084			456,500			956,198
Issuance of common stock for bonuses		-			805,875			4,045,124
Changes in assets and liabilities:								-
Receivable from related party		-			(16,269	)		(17,169	)
Prepaids expenses		-			-			(3,122	)
Accounts payable and accrued liabilities		183,360			6,797			413,605
Due to former related parties		-			-			(10,851	)
Net cash used in operating activities		(130,150	)		(105,103	)		(437,259	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Website development cost		-			-			(11,801	)
Net cash used in investing activities		-			-			(11,801	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment on notes payable		-			-			(52,362	)
Proceeds from notes payable		-			-			19,067
Payment on loans payable		-			-			(28,387	)
Proceeds from subscription payable		50,000			-			50,000
Proceeds from advances payable		77,936			-			105,791
Proceeds from sales of common stock and warrants		-			110,015			356,515
Net cash provided by financing activities		127,936			110,015			450,624
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(2,214	)		4,912			1,564
BEGINNING OF PERIOD		10,198			1,828			6,420
END OF PERIOD	$	7,984		$	6,740		$	7,984

Supplementary disclosure of cash flow information:
Cash paid for interest	$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	-

See notes to condensed financial statements.

F-3

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

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 2008

(Unaudited)

NOTE 1 - DESCRIPTION OF BUSINESS

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

Since inception, the Company had engaged in and contemplated several ventures and acquisitions, many of which were not consummated. During the fourth quarter of 2007 and thereafter, the Company has focused on consummating the transaction with a smartcard/ e-purse company, First Versatile Smartcard Solutions Corporation (FVS), while also continuing to explore the development of its web portal. As of April 28, 2008, the Company, through its wholly owned subsidiary, First Versatile Smartcard Solutions Corporation (“FVS”), now provides a transnational electronic payment or e-purse system using a third generation smart card technology and central clearing house (“Versa Card”) that can be used, inter alia, to pay for purchases, bills, and other transactions related to mass transit systems, convenience stores, fast-food outlets, telecommunications, gas, electricity, water and other utilities, healthcare institutions, gas stations, drugstores, supermarkets, ATMs, banks, credit cards, cell phones, vending machines, toll roads, parking, and other commercial establishments. Versa Card can also store and secure important data, including, but not limited to, medical, identification, corporate payroll and disbursement, and other information, and can be used as a national identification card, a national school identification card, a national voting card, a medical insurance card, and a corporate payroll card which can track disbursements. The Company spent the quarter ended September 30, 2008 closing the transaction between FVS and the Company and did not conduct any other business during the quarter.

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

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

F-4

NOTE 2 - CHANGE IN BUSINESS

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

Pending the consummation of the FVS Transaction, in November 2007 the Company issued under Section 4(2) of the Securities Act, 18,000,000 shares of common stock to MKG in exchange for all outstanding equity securities of FVS;

FVS is now a wholly owned subsidiary of the Company;

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

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

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

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

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principals of Consolidation

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

Use of Estimates

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

F-5

Fair Value of Financial Instruments

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

Revenue Recognition

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

Warrants

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

Net Loss Per Share

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

Reclassification

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

NOTE 4 – RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

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

F-6

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

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

The Hierarchy of Generally Accepted Accounting Principles

In May 2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 162, "The Hierarchy of Generally Accepted Accounting Principles" (SFAS No. 162). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements. SFAS No. 162 is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles". The implementation of this standard will not have a material impact on the Company's consolidated financial position and results of operations.

Determination of the Useful Life of Intangible Assets

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

Disclosure about Derivative Instruments and Hedging Activities

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

Business Combinations

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

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

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

F-7

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

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

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

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

Fair Value Measurements

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

NOTE 5 – LEGAL MATTERS

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

On January 29, 2007, the Company entered into an agreement with Intrepid World Communications Corp. (“IWC”) which provided that the Company would merge with IWC. At the time that the agreement was executed, the Company issued 20,000,000 shares of our restricted common stock to James Fischback. These shares were issued and delivered to him on condition that the merger would be consummated. The Company filed suit in the Delaware Court of Chancery to have the shares cancelled. The Company and James C. Fischbach entered into a Mutual Release and Settlement Agreement on August 20, 2008. Pursuant to the Mutual Release and Settlement Agreement, the Company issued 100,000 shares of its Common Stock to James C. Fischbach, James C. Fischbach agreed to the cancellation of 20,000,000 shares issued February 7, 2007, in anticipation of the acquisition of Intrepid World Communications Corporation, and the Company agreed to dismiss the pending litigation in the Delaware Court of Chancery.

F-8

NOTE 6 - EQUITY MATTERS

During the nine months ended September 30, 2008, the Company recorded the issuance of 33,103,103 shares of common stock, of which 23 million shares were actually issued in November, 2007 as follows, 18 million shares to the MacKay Group Limited, in return for all the outstanding equity securities of FVS, 3 million shares to the Hamouth Family Trust, and 2 million shares to Dunavant Family Holdings, Inc. These shares were not recorded as outstanding at December 31, 2007 because the FVS transaction had not closed.

On August 20, 2008, 100,000 shares of our common stock were issued to an accredited investor in settlement of pending litigation between the Company and James Fischbach. As a result of the settlement, 20,000,000 shares of common stock previously issued to James Fischbach in 2008 was returned to the Company and cancelled. These shares were not recorded as outstanding at December 31, 2007 because the proposed merger had not closed.

On September 8, 2008, 10,700,000 shares of the Company’s common stock were issued to seven accredited investors in payment for services rendered.

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

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

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

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

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

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

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

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

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

Results of Operations

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

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

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

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

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

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

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

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

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

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

Losses

For the period from January 1, 2005 (date upon which the Company re-entered the development stage) to September 30, 2008, the Company recorded cumulative operating losses of $6,324,213. The majority of the Company’s operating losses are attributable to general and administrative expenses of $5,677,532 and costs in connection with the planning and impairment of the web portal of $477,275. The Company did not generate any revenues during this period. The Company expects to continue to incur net losses in future periods until such time as it can generate revenue. For fiscal year 2008, the Company anticipates incurring losses as a result of web portal development, acquisition expenses, administration expenses, accounting costs, and expenses associated with maintaining its disclosure obligations under the Exchange Act of 1934, as amended (“Exchange Act”). However, there is no assurance that the Company will ever generate sufficient revenues to fund operations.

Liquidity and Capital Resources

The Company is in the development stage and, since inception, has experienced significant changes in liquidity, capital resources and shareholders’ equity. The Company had current assets of $28,275 as of September 30, 2008. These assets consist of $7,984 in cash and cash equivalents, $17,169 receivable from a related party and $3,122 in prepaid expenses. Total stockholders deficiency in the Company was $1,079,574 at September 30, 2008.

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

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

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

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

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

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

Critical Accounting Policies

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

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

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

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