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Delaware
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98-0187705
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(State
or Other Jurisdiction of Incorporation or
|
(I.R.S.
Employer Identification No.)
|
|
Organization)
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PART
I
|
FINANCIAL
INFORMATION
|
F-1 | ||||
|
Item
1.
|
Financial
Statements
|
|||||
|
Balance
Sheets as of September 30, 2010 (Unaudited) and December 31,
2009
|
F-1 | |||||
|
Statements
of Operations for the three and nine months ended September 30, 2010 and
2009 (Unaudited)
|
F-2 | |||||
|
Statements
of Cash Flows for the nine months ended September 30, 2010 and 2009
(Unaudited)
|
F-3 | |||||
|
Notes
to Financial Statements (Unaudited)
|
F-4 | |||||
|
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
3 | ||||
|
Item
4.
|
Controls
and Procedures
|
5 | ||||
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PART
II
|
OTHER
INFORMATION
|
5 | ||||
|
Item
1.
|
Legal
Proceedings
|
5 | ||||
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
7 | ||||
|
Item
3.
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Defaults
Upon Senior Securities
|
7 | ||||
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Item
6.
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Exhibits
|
8 | ||||
|
Signatures
|
10 |
|
SPINE
PAIN MANAGEMENT, INC. (FORMERLY "VERSA CARD, INC.")
|
||||||||
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|
||||||||
|
September
30,
|
December
31,
|
|||||||
|
ASSETS
|
2010
|
2009
|
||||||
|
(Unaudited)
|
||||||||
|
CURRENT
ASSETS
|
||||||||
|
Cash
|
$ | - | $ | 32,789 | ||||
|
Accounts
receivable, net
|
2,632,011 | 508,499 | ||||||
|
Prepaid
expenses
|
182,958 | - | ||||||
|
Total
current assets
|
2,814,969 | 541,288 | ||||||
|
TOTAL
ASSETS
|
$ | 2,814,969 | $ | 541,288 | ||||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
|
CURRENT
LIABILITIES
|
||||||||
|
Book
overdraft
|
$ | 8,909 | $ | - | ||||
|
Accounts
payable and accrued liabilities
|
367,461 | 475,138 | ||||||
|
Notes
payable
|
- | 11,317 | ||||||
|
Due
to former officers and directors
|
- | 56,016 | ||||||
|
Due
to related party
|
965,999 | 269,295 | ||||||
|
Total
current liabilities
|
1,342,369 | 811,766 | ||||||
|
COMMITMENTS
AND CONTINGENCIES
|
||||||||
|
STOCKHOLDERS'
EQUITY (DEFICIT)
|
||||||||
|
Common
stock: $0.001 par value, 50,000,000 shares
|
||||||||
|
authorized;
17,378,396 and 16,867,682 shares issued and outstanding
|
||||||||
|
at
September 30, 2010 and December 31, 2009,
respectively
|
17,378 | 16,868 | ||||||
|
Additional
paid-in capital
|
15,566,674 | 14,717,352 | ||||||
|
Accumulated
deficit
|
(14,111,452 | ) | (15,004,698 | ) | ||||
|
Total
stockholders’ equity (deficit)
|
1,472,600 | (270,478 | ) | |||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$ | 2,814,969 | $ | 541,288 | ||||
|
SPINE
PAIN MANAGEMENT, INC. (FORMERLY "VERSA CARD, INC.")
|
||||||||||||||||
|
|
||||||||||||||||
|
FOR
THE THREE MONTHS ENDED SEPTEMBER 30,
|
FOR
THE NINE MONTHS ENDED SEPTEMBER 30,
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
REVENUE
|
$ | 1,606,757 | $ | 230,000 | $ | 4,791,016 | $ | 230,000 | ||||||||
|
Less
allowance for discount
|
750,660 | 12,000 | 2,245,276 | 12,000 | ||||||||||||
|
Net
Revenue
|
856,097 | 218,000 | 2,545,740 | 218,000 | ||||||||||||
|
COST
OF SALES
|
||||||||||||||||
|
Service
costs
|
108,600 | - | 154,800 | - | ||||||||||||
|
Service
costs - related party
|
197,400 | 64,900 | 838,300 | 64,900 | ||||||||||||
|
Total
Service costs
|
306,000 | 64,900 | 993,100 | 64,900 | ||||||||||||
|
GROSS
PROFIT
|
550,097 | 153,100 | 1,552,640 | 153,100 | ||||||||||||
|
OPERATING
EXPENSES
|
||||||||||||||||
|
General
and administrative expenses
|
282,414 | 33,458 | 664,592 | 1,084,361 | ||||||||||||
|
Total
Operating Expenses
|
282,414 | 33,458 | 664,592 | 1,084,361 | ||||||||||||
|
NET
INCOME (LOSS) FROM OPERATIONS
|
267,683 | 119,642 | 888,048 | (931,261 | ) | |||||||||||
|
Other
income
|
208 | - | 5,198 | - | ||||||||||||
|
NET
INCOME (LOSS)
|
$ | 267,891 | $ | 119,642 | $ | 893,246 | $ | (931,261 | ) | |||||||
|
NET
INCOME (LOSS) PER SHARE:
|
||||||||||||||||
|
Basic
and Diluted
|
$ | 0.02 | $ | 0.01 | $ | 0.05 | $ | (0.06 | ) | |||||||
|
WEIGHTED-AVERAGE
SHARES:
|
||||||||||||||||
|
Basic
and Diluted
|
17,252,853 | 16,317,682 | 17,081,078 | 15,680,319 | ||||||||||||
|
SPINE
PAIN MANAGEMENT, INC. (FORMERLY "VERSA CARD, INC.")
|
||||||||
|
|
||||||||
|
FOR
THE NINE MONTHS ENDED SEPTEMBER 30,
|
||||||||
|
2010
|
2009
|
|||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net
income (loss)
|
$ | 893,246 | $ | (931,261 | ) | |||
|
Adjustments
to reconcile net income (loss) to net cash used in operating
activities:
|
||||||||
|
Stock
based compensation
|
582,500 | 769,000 | ||||||
|
Changes
in assets and liabilities:
|
||||||||
|
Accounts
receivable
|
(2,123,512 | ) | (218,000 | ) | ||||
|
Prepaid
expenses
|
(182,958 | ) | - | |||||
|
Accounts
payable and accrued liabilities
|
(107,677 | ) | 108,389 | |||||
|
Net
cash used in operating activities
|
(938,401 | ) | (271,872 | ) | ||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Book
overdraft
|
8,909 | - | ||||||
|
Issuance
of common stock for repayment of debt
|
199,999 | - | ||||||
|
Proceeds
from related party
|
696,704 | 272,756 | ||||||
|
Net
cash provided by financing activities
|
905,612 | 272,756 | ||||||
|
NET
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
(32,789 | ) | 884 | |||||
|
BEGINNING
OF PERIOD
|
32,789 | - | ||||||
|
END
OF PERIOD
|
$ | - | $ | 884 | ||||
|
Supplementary
disclosure of non-cash investing and financing
|
||||||||
|
activities:
|
||||||||
|
Contribution
to additional paid-in capital of amounts due to former related
parties
|
$ | 67,333 | $ | - | ||||
|
Acquisition
of intangible assets with issuance of stock
|
$ | - | $ | (230,697 | ) | |||
|
Asset
impairment loss
|
$ | - | $ | 230,697 | ||||
|
September
30,
|
December
31,
|
|||||||
|
2010
|
2009
|
|||||||
|
Note
payable to an individual
|
$ | - | $ | 9,334 | ||||
|
Note
payable to a company
|
- | 1,983 | ||||||
|
Total
|
$ | - | $ | 11,317 | ||||
|
September
30,
|
December
31,
|
|||||||
|
2010
|
2009
|
|||||||
|
Due
to former Chief Executive Officer
|
$ | - | $ | 4,237 | ||||
|
Due
to former Chief Accounting Officer
|
- | 51,779 | ||||||
|
Total
|
$ | - | $ | 56,016 | ||||
|
September
30,
|
December
31,
|
|||||||
|
2010
|
2009
|
|||||||
|
Due
to Northshore Orthopedics Assoc.
|
$ | 638,300 | - | |||||
|
Due
to Chief Executive Officer
|
327,699 | 269,295 | ||||||
|
Total
|
$ | 965,999 | $ | 269,295 | ||||
|
September 30,
2010
|
December
31, 2009
|
|||||||
|
Net
operating loss carryforwards
|
$ | 2,119,994 | $ | 2,675,400 | ||||
|
Less
valuation allowance
|
$ | (2,119,994 | ) | $ | (2,675,400 | ) | ||
|
Deferred
income tax assets, net
|
$ | - | $ | - | ||||
|
Exhibit
No.
|
Description
|
|
|
3(i)(a)
|
Articles
of Incorporation dated March 4, 1998. (Incorporated by reference from Form
10K-SB filed with the SEC on January 5, 2000.) *
|
|
|
3(i)(b)
|
Amended
Articles of Incorporation dated April 23,1998. (Incorporated by reference
from Form 10K-SB 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 10K-SB 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 8-K 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(i)
|
Certification
of principal executive officer required by Rule 13a – 14(1) or Rule 15d –
14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
31(ii)
|
Certification
of principal financial officer required by Rule 13a – 14(1) or Rule 15d –
14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
32(i)
|
Certification
of principal executive officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C.
63.
|
|
|
32(ii)
|
Certification
of principal financial officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C.
63.
|
|
Spine
Pain Management, Inc.
|
|
|
Date: November 15, 2010
|
/s/
William F. Donovan, M.D.
|
|
By:
William F. Donovan, M.D.
|
|
|
Chief
Executive Officer and Principal Financial Officer
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|