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EX-31.1 - Spine Pain Management, Incv179157_ex31-1.htm
EX-32.1 - Spine Pain Management, Incv179157_ex32-1.htm
EX-31.2 - Spine Pain Management, Incv179157_ex31-2.htm
EX-32.2 - Spine Pain Management, Incv179157_ex32-2.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
(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, 2009.
 
¨ 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
 
SPINE PAIN MANAGEMENT, INC.
(Formerly “VERSA CARD, 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) 521-4220
(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, 2009, the aggregate market value of shares held by non-affiliates of the Registrant (based upon 16,317,682 on June 30, 2009) was $17,133,566.
 
At December 31, 2009, there were 17,367,682 shares of the Registrant’s common stock outstanding (the only class of voting common stock).
 
At March 1, 2010, there were 17,367,682 shares of the Registrant’s common stock outstanding (the only class of voting common stock).
 

DOCUMENTS INCORPORATED BY REFERENCE
 
None.

 
 

 
 
TABLE OF CONTENTS
 
PART I
     
Item 1.
Business
3
Item 1A.
Risk Factors
9
Item 2.
Properties
14
Item 3.
Legal Proceedings
14
Item 4.
Submission of Matters to a Vote of Security-Holders
15
     
PART II
     
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
16
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
17
Item 8.
Financial Statements and Supplementary Data
21
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
40
Item 9A.
Controls and Procedures
40
Item 9B.
Other Information
42
     
PART III
     
Item 10.
Directors, Executive Officer and Corporate Governance
43
Item 11.
Executive Compensation
44
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
46
Item 13.
Certain Relationships and Related Transactions, and Director Independence
46
Item 14.
Principal Accountant Fees and Services
47
Item 15.
Exhibits
48
     
 
Signatures
50

 
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PART I
 
ITEM 1.  BUSINESS
 
History
 
As used herein, the terms “Company,” “we,” “our”, and “us” refer to Spine Pain Management, Inc., formerly known as Versa Card, Inc., 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 was incorporated on March 4, 1998.
 
Since inception, the Company had engaged in and contemplated several ventures and acquisitions, many of which were not consummated. In April 2005, the Company began focusing on the development of the “MangaPets” interactive web portal and acquiring other ventures in the technology sector. The Company entered into a Portal Development Agreement in July 2005, with Sygenics Interactive Inc. (“Sygenics”), a developer of advanced information management technology, located in Montreal, Quebec, Canada, and an authorized licensee of Sygenics Inc. The agreement provided for the design, development and deployment of an online virtual pet portal/website. However, in 2006, prior to Sygenics’ completion of the first stage of the portal, a dispute arose between the Company and Sygenics that resulted in work being halted. Since that time, the Company has attempted to develop the web portal or form another strategic relationship with a different developer to complete development of the web portal. The Company has reevaluated MangaPet's business of developing a web portal containing games, merchandizing, and other entertainment activities to determine the viability of that business concept. It has been determined that this business segment is no longer appropriate to pursue given the Company’s current business plan.
 
During 2006, in addition to developing the Manga themed web portal, the Company expended resources toward establishing a United Kingdom 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 November 2007, the Company entered into an agreement to merge with FVS, and subsequently in April 2008, the transaction was restructured as a stock purchase agreement.   Based on various factors, the acquisition of FVS did not meet the expectations of the Company or FVS, and on December 30, 2008 the Company entered into a Mutual Release and Settlement Agreement to effectively rescind the transactions effected by the FVS acquisition agreements.

At the end of December 2008, the Company began moving forward to launch its new business concept of delivering turnkey solutions to spine surgeons, orthopedic surgeons and other healthcare providers for necessary and appropriate treatment of musculo-skeletal spine injuries. In connection with this business plan, in February, 2009, the Company acquired the website and propriety methodologies of One Source Plaintiff Funding, Inc. (“One Source”), a Florida corporation, which the Company planned to use in the business of “lawsuit funding”.  Based on several factors, however, the Company decided in July 2009 not to enter the business of lawsuit funding (as described in more detail below in the section titled “One Source Plaintiff Funding, Inc.”), and focus solely on assisting healthcare providers in providing necessary and appropriate treatment for patients with spine injuries.  In August 2009, the Company opened its first spine injury treatment center in Houston, Texas.  The Company is also currently evaluating the development of additional spine injury treatment centers in Texas and across the United States.

On Nov. 12, 2009 the Company officially changed its name from "Versa Card, Inc." to "Spine Pain Management, Inc." and has changed its trading symbol from "IGLB" to "SPIN." The name change was effected legally with the Delaware Secretary of State on November 12, 2009 and was effected in the market on November 27, 2009.

 
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Spine Pain Management, Inc. (SPMI)
 
Following the exit from the smart card business at the end of December 2008, the Company began initial work to launch its new business of delivering turnkey solutions to spine surgeons and orthopedic surgeons for necessary and appropriate treatment for muculo-skeletal spine injuries resulting from automobile and work-related accidents (hereinafter, referred to as our “SPMI” business).
 
Our goal is to become a leader in providing care management services to spine and orthopedic surgeons and other healthcare providers 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 obtaining 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 orthopedic surgeons a solution to offset the cost of care prior to settlement.
 
In August 2009, the Company entered into a medical services agreement with Northshore Orthopedics, Assoc. ("NSO") to open its first spine injury treatment center in Houston, Texas. Pursuant to the agreement, NSO will operate as an independent contractor for the Company to provide medical diagnostic services for evaluation and treatment of patients with spine injuries.  The agreement has a term of three years, and thereafter will automatically renew for three year periods.  NSO is owned by the Company’s Chief Executive Officer, William Donovan, M.D.  Omar Vidal, M. D., a Fellowship Trained Pain Management Doctor, is working with NSO to provide these specialized diagnostic procedures.  NSO has also hired special medically trained personnel, including x-ray fluoroscopy, EMT's, and medical assistants, to provide a full service spine pain management program.
 
The Company is also currently evaluating the development of additional spine treatment centers in Texas and across the United States in major metropolitan cities.  Our initial strategy calls for the development and deployment of between seven and ten centers across the U.S. over the next 24 months, of which there can be no assurance.  In connection with this strategy, in January 2010, we entered into a preliminary oral agreement with Forest Park Medical Center (“FPMC”) in Dallas, Texas to open our second clinic within FPMC’s state-of-the-art facility. We anticipate that FPMC, a doctor owned, full-service, acute-care hospital that focuses on high-quality surgical services, will facilitate our medical spine injection procedures within Dallas, Texas.  We are currently working with FPMC on a definitive operating agreement.
 
SPMI Market
 
According to a report in the Journal of the American Medical Association (JAMA), the spending for spine treatments in the United States totaled nearly $86 billion in 2005, a rise of 65 percent from 1997, after adjusting for inflation. Data from the Agency for Healthcare Research and Quality collected from 23,000 people a year from 1997 to 2005 found that people with spine problems spent about $6,096 each on medical care in 2005, compared to $3,516 in medical spending among those without spine problems. In 2005, Americans spent an estimated $20 billion on drug treatments from back and neck problems, an increase of 171 percent from 1997. Outpatient treatment for back and neck problems increased 74 percent to about $31 billion during the period. Spending for surgical procedures and other inpatient costs grew by 25 percent to about $24 billion.
 
The market trends in treatment of musculo-skeletal injury all point to increased costs to the American public, government and the insurance carriers for the foreseeable future. This creates a major opportunity for the Company’s business model.
 
SPMI Business Model
 
The Company plans to address this market by:

 
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·
Initiate a two–year roll-out of our spinal medical services available to spine surgeons, orthopedic surgeons, and other healthcare providers.
 
·
Employ contract management services at regional, state and local levels.
 
·
Identify and target key spinal healthcare providers who handle large numbers of accident-type cases.
 
SPMI Care Management Strategy
 
The Company's care management program was developed by Dr. William Donovan, our 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 evaluation and diagnostic imaging, and if medically necessary, surgery.
 
We believe that our care management program improves the medical outcomes for injured victims by providing medically necessary, appropriate and reasonable treatment of injuries and facilitates the settlement of the injured victim's case by completing required medical treatment 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
 
Direct contact with key spine surgeons, orthopedic surgeons and other healthcare providers who are highly visible in their communities will be the initial step in targeting appropriate referral sources. Additional marketing to spine surgeons will be done at national medical meetings and trade shows.  The Company believes that its services 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.
 
One Source Plaintiff Funding, Inc.
 
On February 28, 2009, in connection with the launch of its SPMI business segment, the Company entered into an agreement with Brian Koslow and David Waltzer to acquire the website and proprietary methodologies of One Source Plaintiff Funding, Inc., a Florida corporation (“One Source”). The agreement provided for the Company to acquire the website and proprietary methodologies of One Source in exchange for 900,000 shares of the Company’s common stock. One Source’s website and proprietary methodologies were designed for the business of "lawsuit funding" for plaintiff personal injury cases.  In connection with the One Source transaction, the Company entered into employment agreements with Mr. Koslow and Mr. Waltzer, the founders of One Source, with Mr. Koslow being appointed as Executive Vice President of Business Development of the Company.  With the assistance of Messrs. Koslow and Waltzer, the Company planned to further develop One Source’s website and proprietary methodologies so that the Company could enter the business of lawsuit funding.  In July 2009, however, Mr. Koslow and Mr. Waltzer unexpectedly resigned from the Company.  With the resignations of Messrs. Koslow and Waltzer, the Company realized it would be unable to use the proprietary methodology of One Source and has decided not to enter the business of lawsuit funding, focusing instead on its SPMI business.  Accordingly, the Company will have no use for the website and proprietary methodologies of One Source.  Upon an evaluation of the expected life of the acquired One Source assets, it was decided at December 31, 2009 that these assets had no value, and the acquired cost of the impaired assets have been written off and recorded in the Company’s statement of operations for the year ended December 31, 2009.  The Company has also filed a lawsuit against Messrs. Koslow and Waltzer, as described below in “Item 3, Legal Proceedings.”

 
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Governmental Regulation
 
Although all of the medical treatment procedures offered by the Company are performed through an independent contractor, the Company is still a provider of healthcare management services, and we are subject to 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 we anticipate our SPMI segment will operate 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.
 
Under the agreement we entered into with NSO and under similar agreements we plan to enter into with other medical services providers, the doctors 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 doctors, 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.

 
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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.
 
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.

 
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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
 
Although the Company currently contracts with independent medical providers who are responsible for compliance with environmental laws, our operations may be 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 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. The responsible party 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 independent medical providers’ 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
 
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.
 
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 years ended December 31, 2009 and  2008, respectively, the Company did not spend any funds on research and development activities.
 
Employees
 
The Company currently has one part time employee and three full time employees.  Management of the Company expects to continue to use independent contractors, consultants, attorneys and accountants as necessary, to complement services rendered by our employees.

 
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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 continued existence is dependent upon our ability to successfully execute our business plan.
 
The financial statements included in this report 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, 2009, the Company had a working capital deficiency of approximately $270,000 and a stockholders’ deficit of approximately $270,000. Further, the Company had a net loss of $721,000 for the year ended December 31, 2009 and an accumulated deficit in aggregate of approximately $15.0 million. Since the opening of the treatment center in Houston, Texas in August, 2009, the Company has generated revenue of approximately $983,000, against which the Company has provided for an allowance for doubtful accounts of approximately $442,000, and going forwards, hopes to continue to increase revenue from operations.
 
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.

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.

 
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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 had a history of significant operating losses prior to the opening of the treatment center in August, 2009.
 
Since our inception in 1998, until commencement of operations in August, 2009, our expenses have substantially exceeded our revenue, resulting in continuing losses and accumulated deficit from operations of $15,004,698 at December 31, 2009. We intend to increase our operating expenses substantially as we increase our service development, marketing efforts 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 our business plan. Our continued existence is dependent upon our ability to successfully execute our business plan.  We will be dependent upon our ability to increase revenue from services, obtain additional capital from 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.  Any expectation of future profitability is dependent upon our ability to expand and develop our SPMI business, of which there can be no assurances.
 
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.  We cannot assure you that the market price of our common stock will not fluctuate or decline significantly.  In addition, the stock markets in general can experience considerable price and volume fluctuations.

 
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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 could 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 for the year ended December 31, 2010, 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 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, 2010, investors could be adversely affected.
 
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 relationships with spine surgeons, orthopedic surgeons and other healthcare providers, from whom we may obtain referrals for injured patients.  If we are unable to find and form relationships with such doctors, 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, orthopedic surgeons and other healthcare providers for necessary, reasonable 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, orthopedic surgeons and other healthcare providers 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 surgeons and their injured patients. 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 and other healthcare providers 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 obtain physician referrals, or maintain or increase our revenue growth, pricing flexibility, control over medical cost trends, and marketing expenses may be compromised.
 
11

 
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 provide or plan to provide in our business, and we may enter into joint ventures to operate certain facilities. 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.
 
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, 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.
 
Spine surgeons, orthopedic surgeons and other healthcare providers with whom we form relationships 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 are exposed to the risk of professional liability claims. 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 expose the Company to liability from such claims, and 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.
 
12

 
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.
 
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 doctors. 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.
 
13

 
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.
 
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. Donovan for this office space.

ITEM 3.  LEGAL PROCEEDINGS

On January 19, 2010, James McKay and Celebrity Foods, Inc. (“CFI”) filed a lawsuit against the Company and Dr. William Donovan, M.D., individually, in the United States District Court, Eastern District of Pennsylvania.  Based on the lawsuit, in March 2009, Plaintiffs contacted the Company’s transfer agent to have restrictive legends removed on shares the plaintiffs had previously obtained from the Company in connection with a stock purchase agreement.  The Company subsequently requested that the transfer agent place a stop transfer order on the shares.  Plaintiffs allege the Company’s actions constitute a breach of contract, fraud and/or unjust enrichment.  They are seeking monetary and punitive damages, attorneys’ fees and costs, as well as a divestment of all shares and a rescission of the stock purchase agreement.  This case is still pending in District Court.  We believe the case is without merit and are vigorously fighting the lawsuit. We anticipate filing a motion to have the case dismissed.  There can be, however, no assurance that the outcome of this case will be favorable to the Company.

In December 2009, the Company reached a settlement in the case of Martin Nathan, a former attorney for the Company, who filed suit against the Company. In his petition, Mr. Nathan asserted that he performed certain legal services for the Company and was never compensated. On November 14, 2007, the Company failed to appear for a preliminary hearing held before the 295th Judicial District Court of Harris County, and the Court entered an interlocutory default judgment against the Company. On January 16, 2008, the Court entered a final judgment against the Company, finding the Company liable for Mr. Nathan’s damages, for a total amount of $90,456. Subsequently, the Company filed a motion for new trial. In April 2009, the parties reached an agreement on terms of a settlement providing for the issuance of Company stock to Mr. Nathan; however, a definitive agreement was never executed, and stock was never issued to Mr. Nathan.  In December 2009, the parties agreed on different terms and executed a settlement agreement providing for the Company to pay Mr. Nathan ten monthly payments of $8,000 for aggregate consideration of $80,000, with the final payment due in September 2010.

14

 
In November 2009, the Company filed a lawsuit against Brian Koslow and David Waltzer in Harris County District Court.  The lawsuit was removed to the District Court for the Southern District of Texas.  The lawsuit relates to the transactions the Company entered into with Messrs. Koslow and Waltzer to acquire the website and proprietary methodologies of One Source, as described in more detail in “Item 1” of this report.  In the suit, the Company alleges that Messrs. Koslow and Waltzer (a) breached an agreement to rescind the One Source acquisition, (b) made fraudulent representations to the Company to induce them to enter into the One Source acquisition, (c) will be unjustly enriched if the One Source acquisition is not rescinded, and (d) breached a fiduciary duty owed to the Company.  Messrs. Koslow and Waltzer answered the Original Petition and asserted counterclaims against the Company for breach of contract and fraud.  The parties have agreed to mediate the case prior to undertaking any substantive discovery in the lawsuit.  Mediation is currently scheduled for April 16, 2010.  The Company will continue to seek damages against Messrs. Koslow and Waltzer.  We believe the counterclaims filed by Messrs. Koslow and Waltzer are without merit and will vigorously defend against them.  There can be, however, no assurance that the outcome of this case will be favorable to the Company.

On October 27, 2009, William R. Dunavant and William R. Dunavant Family Holdings, Inc. filed suit in the 55th Judicial District Court of Harris County, Texas, against the Company, William Donovan, M.D., Richard Specht, Rene Hamouth and Signature Stock Transfer, Inc.  Plaintiffs claim that the Company issued 2,000,000 shares of stock as compensation for work performed on behalf of the Company.  On December 31, 2008, and again in early 2009, Plaintiffs sold some of their shares.  However, on February 10, 2009, the Company issued a stop transfer resolution preventing Plaintiffs from selling any of the remaining shares.  Plaintiffs claim the following causes of action: 1) breach of contract, stating that Defendants agreed to compensate Plaintiffs by tendering 2,000,000 shares of stock free and clear; 2) conversion, claiming Defendants wrongfully and without authority converted the common stock owned by Plaintiffs; 3) fraud and fraudulent inducement, claiming Defendants’ conduct constitutes legal fraud and deceit; 4) breach of fiduciary duty, claiming Defendants had a fiduciary relationship with Plaintiffs and owed them the utmost duty of good faith, fair dealing, loyalty and candor; 5) intentional Infliction of emotional distress, claiming Defendants’ conduct was extreme, outrageous, deliberate and intentional; 6) unjust enrichment, claiming that Defendants had no right to prevent Plaintiffs from selling the stock; and 7) declaratory judgment, seeking the Court to declare the common stock was proper and authorized.  Plaintiffs seek exemplary and punitive damages, as well as attorney fees.  We believe the case is without merit and are vigorously fighting the lawsuit. We anticipate filing a motion to have the case dismissed.  There can be no assurance, however, that the outcome of this case will be favorable to the Company.

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 believes all claims against it are without merit, and it will continue to vigorously defend itself against such claims. There is no assurance, however, that the matter can be settled on terms favorable to the Company.

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

On Nov. 12, 2009 the Company officially changed its name from "Versa Card, Inc." to "Spine Pain Management, Inc."  The name change was effected legally with the Delaware Secretary of State on November 12, 2009 and was effected in the market on November 27, 2009.  Holders of 8,368,426 shares of our common stock (constituting 52.91% of the outstanding shares of common stock of the Company as of the record date of September 21, 2009) executed an Action by Written Consent of Stockholders in Lieu of a Special Meeting, approving the amendment to our Certificate of Incorporation, as amended.  Additional information regarding the name change may be found in the Company’s Definitive Schedule 14C Information Statement filed with the Commission on October 14, 2009.
 
15

 
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, “SPIN.” 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, 2008 and 2009, according to Pink OTC Markets Inc., were as follows:
 
Quarter
ended 
 
High
   
Low
 
3/31/08
  $ 3.15     $ 1.60  
6/30/08
  $ 2.99     $ 0.35  
9/30/08
  $ 0.60     $ 0.18  
12/31/08
  $ 0.40     $ 0.04  
3/31/09
  $ 1.50     $ 0.22  
6/30/09
  $ 1.50     $ 0.40  
9/30/09
  $ 0.80     $ 0.15  
12/31/09
  $ 2.25     $ 0.35  
 
Record Holders
 
As of March 1, 2010, there were approximately 98 shareholders of record holding a total of 17,367,682 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, 2009:

 
16

 

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/A  
Equity compensation plans not approved by security holders
    N/A       N/A       N/A  
Total
    N/A       N/A       N/A  

Sales of Unregistered Securities
 
Other than the issuances described below, 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.
 
On December 28, 2009, the Company issued 500,000 restricted shares of common stock to William Donovan, M.D., the Company’s Chief Executive Officer, for the conversion of $349,400 of outstanding debt owed by the Company to Dr. Donovan.  The Company owed this outstanding debt to Dr. Donovan in connection with funds Dr. Donovan advanced to the Company from September 2009 to December 2009 for its spine injury treatment operations.  The shares were issued under the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and the rules and regulations promulgated thereunder.  The offer and sale of the shares was made exclusively to an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D) in an offer and sale not involving a public offering.  The holder of the shares purchased the securities for his own account and not with a view towards or for resale. There was no general solicitation or advertising conducted in connection with the sale of the securities.
 
Also on or about December 28, 2009, the Company reissued 500,000 restricted shares of common stock to John Talamas in an unrelated transaction.  Mr. Talamas had previously been issued the 500,000 shares in connection with his previous position with the Company as Chief Operating Officer.  Mr. Talamas, however, transferred the shares back to the Company when he resigned from this position for personal reasons in July 2009.  Since that time, Mr. Talamas has rejoined the Company as its Director of Operations, and the Company reissued the shares to Mr. Talamas as consideration for his employment.  The shares were issued under the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and the rules and regulations promulgated thereunder.  The offer and sale of the shares was made exclusively to an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D) in an offer and sale not involving a public offering.  The holder of the shares purchased the securities for his own account and not with a view towards or for resale. There was no general solicitation or advertising conducted in connection with the sale of the securities.
 
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion should be read in conjunction with our audited consolidated financial statements and the related notes to the financial statements included in this Form 10-K.

 
17

 

FORWARD LOOKING STATEMENT AND INFORMATION

We are including the following cautionary statement in this Form 10-K to make applicable and take advantage of the safe harbor provision of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by us or on behalf of us. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements, which are other than statements of historical facts. Certain statements in this Form 10-K are forward-looking statements. Words such as "expects," "believes," "anticipates," "may," and "estimates" and similar expressions are intended to identify forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties are set forth below. Our expectations, beliefs and projections are expressed in good faith and we believe that they have a reasonable basis, including without limitation, our examination of historical operating trends, data contained in our records and other data available from third parties. There can be no assurance that our expectations, beliefs or projections will result, be achieved, or be accomplished.
 
Management Overview
 
At the end of 2008, the Company launched its new business concept of delivering turnkey solutions to spine surgeons, orthopedic surgeons and other healthcare providers for necessary, reasonable and appropriate treatment for musculo-skeletal spine injuries. Moving forward, the Company’s main focus will be on the expansion and development of spine testing centers and/or business relationship with subcontractors owning such facilities as needed by spine surgeons, orthopedic surgeons and other healthcare providers across the nation.
 
Results of Operations
 
The Company recorded approximately $983,000 in service revenues and approximately $349,000 in costs of services for the year ended December 31, 2009. There were no revenues and no costs of revenues from operations for the year ended December 31, 2008.  This increase is attributable to revenues generated from the Company’s spine injury treatment center in Houston, Texas, which center was not open in 2008.
 
During the twelve month period ended December 31, 2009, the Company’s operations focused on developing its spine injury treatment management business and opening its first spine injury treatment center in Houston, Texas.  Alternatively, 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
 
Operating expenses for the year ended December 31, 2009, were approximately $1.7 million as compared to approximately $467,000 for the year ended December 31, 2008. The increase in operating expenses was primarily the result of the increase in filing costs, legal and professional fees, asset impairment loss, allowance for doubtful accounts and stock based compensation for the year ended December 31, 2009.
 
During 2009, the Company incurred $519,000 and $538,643, respectively, towards stock based compensation and general and administration expenses as compared to $147,000 and $320,000, respectively, in 2008.  For the year ended December 31, 2009, the Company incurred the following costs that were not incurred during the same period in 2008: approximately $231,000 towards asset impairment loss and $442,000 towards allowance for doubtful debts.  There was approximately $374,000 for the write down of accounts payables for the year ended December 31, 2009, as compared to an approximately $294,000 write down of accounts payable in 2008 currently included as other income in the accompanying statements of operations.

 
18

 
 
Net Loss
 
Net loss for the year ended December 31, 2009 was approximately $721,000 compared to a net loss of approximately $173,000 for the year ended December 31, 2008 an increase of approximately $548,000 or 316.8%. For the year ended December 31, 2009, we had additional non-cash expense of approximately $231,000 of asset impairment loss; $442,000 allowance for doubtful debts and $519,000 stock based compensation expense.
 
Liquidity and Capital Resources (Revise based on 2009 cash flows)
 
Cash used in  operations was approximately $237,000, which primarily included  a reserve for uncollectible accounts receivable of approximately $442,000 and a net loss of approximately $721,000 from operations, write down of accounts payable of approximately $374,000, increase in accounts receivable of approximately $951,000 offset by the issuance of common stock for consulting services and stock based compensation of approximately $1.1 million, and increase to accounts payable and accrued expenses of approximately $248,000, for the year ended December 31, 2009. Cash utilized by operations was approximately $100,000 for the year ended December 31, 2008, primarily due to a net loss of approximately $173,000 from operations, write down of accounts payable of approximately $294,000 offset by a decrease in receivable from related party of $17,169, offset by the issuance of common stock for consulting services and stock based compensation of approximately $187,000 and an increase to accounts payable of approximately $153,000.
 
There was no cash provided or used in investing activities for the years ended December 31, 2009 and 2008.
 
Cash flows provided by financing activities totaled approximately $270,000 for the year ended December 31, 2009, representing the accrual of interest and notes payable and $90,000 for the year ended December 31, 2008, representing $50,000 from common stock subscription and $40,000 of proceeds from sales of common stock and warrants.
 
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.

 
19

 
 
Income Tax Expense (Benefit)
 
The Company has experienced losses and as a result has net operating loss carry forward available to offset future taxable income.
 
Critical Accounting Policies
 
In Note 3 to the audited consolidated financial statements for the years ended December 31, 2009 and 2008, 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 SEC Staff Accounting Bulletin, Topic 13 “Revenue Recognition,” 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. The Company’s new business concept is focused on the development of spine testing centers needed by spine surgeons, orthopedic surgeons and other healthcare providers in order to provide the appropriate treatment for musculo-skeletal spine injuries.  The Company began treating patients in August 2009 at the Company’s first spine testing center facility located at 5225 Katy Freeway, Suite 600, Houston, Texas 77007.  The Company conforms to the guidance provided by SEC Staff Accounting Bulletin, Topic 13, “Revenue Recognition.”  Persuasive evidence of an arrangement is obtained prior to services being rendered when the patient completes and signs the medical and financial paperwork.  Delivery of services is considered to have occurred when treatment(s) are provided to the patient.  The price and terms for the services are considered fixed and determinable at the time that the treatments are provided and are based upon the type and extent of the services rendered.  The Company’s credit policy has been established based upon extensive experience by management in the industry and has been determined to ensure that collectability is reasonably assured.  Payment for services are primarily made to the Company by a third party and the credit policy includes terms of net 180 days for collections.
 
Recent Accounting Pronouncements
 
In Note 3 to the audited consolidated financial statements for the years ended December 31, 2009 and 2008, 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.
 
20

 
Going Concern

The financial statements are presented on the basis that the Company is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. At December 31, 2009, the Company had a working capital deficiency of approximately $270,000 and a stockholders’ deficit of approximately $270,000. Further, the Company had a net loss of approximately $721,000 for the year ended December 31, 2009 and an accumulated deficit of approximately $15.0 million. Since the opening of the treatment center in August, 2009, the Company has generated revenue of approximately $983,000 and going forward, hopes to continue to increase revenue from operations.
 
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.
 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
The Company’s financial statements for the fiscal years ended December 31, 2009 and 2008 are attached hereto.

 
21

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Stockholders and Board of Directors of Spine Pain Management, Inc., (formerly known as “Versa Card, Inc.”): 

We have audited the accompanying balance sheets of Spine Pain Management, Inc., formerly known as Versa Card, Inc., as of December 31, 2009 and 2008, and the related statements of operations, changes in stockholders’ deficit and cash flows for the year ended December 31, 2009 and 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 audits 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 Spine Pain Management, Inc. formerly known as Versa Card, Inc. as of December 31, 2009 and 2008, and the results of its operations and its cash flows for the years ended December 31, 2009 and 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 has an accumulated deficit of $15,004,698 and working capital deficiency of $270,478 as of December 31, 2009. Additionally, the Company is not generating sufficient cash flows to meet its regular working capital requirements. These conditions 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 & Associates
Hollywood, Florida
March 23, 2010

 
22

 

SPINE PAIN MANAGEMENT, INC. (FORMERLY "VERSA CARD, INC.")
BALANCE SHEETS


   
December 31,
 
   
2009
   
2008
 
ASSETS
           
CURRENT ASSETS:
           
Cash
  $ 32,789     $ -  
Account receivable, net
    508,499       -  
Total current assets
    541,288       -  
                 
TOTAL ASSETS
  $ 541,288     $ -  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
                 
CURRENT LIABILITIES
               
Accounts payable and accrued liabilities
  $ 475,138     $ 601,660  
Notes payable
    11,317       10,676  
Due to former officers and directors
    56,016       56,016  
Due to related party
    269,295       -  
Total current liabilities
    811,766       668,352  
                 
COMMITMENTS AND CONTINGENCIES
               
                 
STOCKHOLDERS' DEFICIT
               
Common stock: $0.001 par value, 50,000,000 shares authorized; 16,867,682 and 13,317,682 shares issued and outstanding at December 31, 2009 and 2008, respectively
    16,868       13,318  
Additional paid-in capital
    14,717,352       13,552,502  
Stock subscription
    -       50,000  
Accumulated deficit
    (15,004,698 )     (14,284,172 )
                 
Total stockholders’ deficit
    (270,478 )     (668,352 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
  $ 541,288     $ -  

The accompanying notes are an integral part of the financial statements

 
23

 

SPINE PAIN MANAGEMENT, INC. (FORMERLY "VERSA CARD, INC.")
STATEMENTS OF OPERATIONS


   
Year Ended
 
   
December 31,
 
   
2009
   
2008
 
             
REVENUE
  $ 982,736     $ -  
                 
COST OF SALES
               
Service costs
    349,400       -  
                 
GROSS PROFIT
    633,336       -  
                 
OPERATING EXPENSES
               
General and administrative expenses
    538,643       320,000  
Asset impairment loss
    230,697       -  
Allownace for doubtful accounts
    442,231       -  
Stock based compensation
    519,000       147,000  
                 
Total Operating Expenses
    1,730,571       467,000  
                 
NET LOSS FROM OPERATIONS
    (1,097,235 )     (467,000 )
                 
Other income
    376,709       293,715  
                 
NET LOSS
  $ (720,526 )   $ (173,285 )
                 
NET LOSS PER SHARE:
               
Basic and Diluted
  $ (0.05 )   $ (0.02 )
                 
WEIGHTED-AVERAGE SHARES:
               
Basic and Diluted
    15,849,463       10,112,313  

The accompanying notes are an integral part of the financial statements

 
24

 

SPINE PAIN MANAGEMENT, INC. (FORMERLY "VERSA CARD, INC.")
STATEMENTS OF STOCKHOLDERS' DEFICIT
 
               
Common Stock
         
Additional
             
   
Common Stock
   
Issuable
         
Paid-in
   
Accumulated
       
   
Shares
   
Amount
   
Shares
   
Subscription
   
Capital
   
 Deficit
   
Total
 
Balances, December 31, 2007
    6,906,579       6,907       43,103,103       -       13,326,202       (14,110,887 )     (777,778 )
Issuance of common stock issuable to James Fischbach   - January 2008
    20,000,000       20,000       (20,000,000 )     -       -               20,000  
Issuance of common stock issuable for acquisition agreement   - January 2008
    23,000,000       23,000       (23,000,000 )     -       -       -       23,000  
Issuance of common stock issuable - January 2008
    103,103       103       (103,103 )     -       -               103  
Stock subscription
    -       -       -       50,000       -       -       50,000  
Issuance of common stock to James Fischbach - August 2008
    100,000       100       -       -       -               100  
Reversal 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       -       -       -               9,500  
Issuance of common stock for cash - September 2008
    200,000       200       -       -       39,800               40,000  
Issuance of common stock for services and compensation - September 2008
    1,000,000       1,000       -       -       431,000               432,000  
Reversal 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     $ (14,284,172 )   $ (668,352 )
Stock subscription
    50,000       50       -       (50,000 )     49,950       -       -  
Issuance of common stock for stock based compensation - February 2009
    2,000,000       2,000       -       -       517,000       -       519,000  
Issuance of common stock for acquisition of assets of One Source - February 2009
    900,000       900       -       -       224,100       -       225,000  
Issuance of common stock for professional services - February 2009
    100,000       100       -       -       24,900       -       25,000  
Issuance of common stock for conversion of debts - December 2009
    500,000       500       -       -       348,900       -       349,400  
Net loss
                                            (720,526 )     (720,526 )
                                                         
Balances, December 31, 2009
    16,867,682     $  16,868       -     $ -     $ 14,717,352     $ (15,004,698 )   $ (270,478 )

The accompanying notes are an integral part of the financial statements

 
25

 

SPINE PAIN MANAGEMENT, INC. (FORMERLY "VERSA CARD, INC.")
STATEMENTS OF CASH FLOWS


   
Twelve Months Ended
 
   
December 31,
 
   
2009
   
2008
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net loss
  $ (720,526 )   $ (173,285 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
Allowance of doubtful accounts
    442,231       -  
Accrued interest
    641       521  
Issuance of common stock for transaction not consummated
    -       5,692  
Issuance of common stock for consulting services and stock based compensation
    1,118,400       187,000  
Write off of receivable from related party
    -       17,169  
Write off of prepaid expenses
    -       3,122  
Write down of accounts payable
    (374,209 )     (293,715 )
Changes in assets and liabilities:
               
Accounts receivable
    (950,730 )     -  
Accounts payable and accrued liabilities
    247,687       153,298  
Net cash used in operating activities
    (236,506 )     (100,198 )
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Amounts due to related parties
    269,295       -  
Proceeds from subscription payable
    -       50,000  
Proceeds from sales of common stock and warrants
    -       40,000  
Net cash provided by financing activities
    269,295       90,000  
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    32,789       (10,198 )
BEGINNING OF PERIOD
    -       10,198  
END OF PERIOD
  $ 32,789     $ -  
                 
Supplementary disclosure of cash flow information:
               
 Cash paid for interest
  $ -     $ -  
 Cash paid for taxes
  $ -     $ -  
                 
Non-cash investing and financing activities:
               
                 
 Acquisition of intangible assets with issuance of stock
  $ (230,697 )   $ -  
 Asset impairment loss
    230,697       -  
 Issuance of common stock towards stock based compensation and services
    544,000       187,000  
 Issuance of common stock for acquisition of assets of One Source
    225,000       -  
 Issuance of common stock towards conversion of debt
    349,400       -  
                 
    $ 1,118,400     $ 187,000  

The accompanying notes are an integral part of the financial statements

 
26

 

SPINE PAIN MANAGEMENT, INC., (Formerly “Versa Card, Inc.”)

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1.  DESCRIPTION OF BUSINESS
 
Spine Pain Management, Inc., formerly known as Versa Card, Inc., Intrepid Global Imaging 3D, Inc., MangaPets, Inc. and Newmark Ventures, Inc. (the “Company”),  a   company which was incorporated in Delaware on March 4, 1998 to acquire interests in various business operations and assist in their development. On November 12, 2009, the Company changed its name from Versa Card, Inc. to Spine Pain Management, Inc. The Company commenced commercial operations in August, 2009 and is no longer considered a development stage company.
 
Since inception, the Company had engaged in and contemplated several ventures and acquisitions, many of which were not consummated. In April 2005, the Company began focusing on the development of the “MangaPets” interactive web portal and acquiring other ventures in the technology sector. The Company entered into a Portal Development Agreement in July 2005, with Sygenics Interactive Inc. (“Sygenics”), a developer of advanced information management technology, located in Montreal, Quebec, Canada, and an authorized licensee of Sygenics Inc. The agreement provided for the design, development and deployment of an online virtual pet portal/website. However, in 2006, prior to Sygenics’ completion of the first stage of the portal, a dispute arose between the Company and Sygenics that resulted in work being halted. Since that time, the Company has attempted to develop the web portal or form another strategic relationship with a different developer to complete development of the web portal.  The Company has revaluated MangaPet's business of developing a web portal containing games, merchandizing, and other entertainment activities to determine the viability of that business concept. It has been determined that this business segment is no longer appropriate to pursue given the Company’s current business plan.
 
During 2006, in addition to developing the Manga themed web portal, the Company expended resources toward establishing a United Kingdom 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 November 2007, the Company entered into an agreement to merge with FVS, and subsequently in April 2008, the transaction was restructured as a stock purchase agreement.   Based on various factors, the acquisition of FVS did not meet the expectations of the Company or FVS, and on December 30, 2008 the Company entered into a Mutual Release and Settlement Agreement to effectively rescind the transactions effected by the FVS acquisition agreements.
 
At the end of December 2008, the Company began moving forward to launch its new business concept of delivering turnkey solutions to spine surgeons, orthopedic surgeons and other healthcare providers for necessary and appropriate treatment of musculo-skeletal spine injuries. In connection with this business plan, in February, 2009, the Company acquired the website and propriety methodologies of One Source Plaintiff Funding, Inc. (“One Source”), a Florida corporation, which the Company planned to use in the business of “lawsuit funding”.  Based on several factors, however, the Company decided in July 2009 not to enter the business of lawsuit funding (as described in more detail below in Note 2, “Change of Business”), and focus solely on assisting healthcare providers in providing necessary and appropriate treatment for patients with spine injuries.  In August 2009, the Company opened its first spine injury treatment center in Houston, Texas.  The Company is also currently evaluating the development of additional spine injury treatment centers in Texas and across the United States.

 
27

 
 
The Company's mission is to deliver turnkey solutions to spine surgeons, orthopedic surgeons and other health care providers for necessary and appropriate treatment for spine related injuries resulting from automobile and work-related accidents. The goal of the Company is to become a leader in providing care management services to spine surgeons and orthopedic surgeons to facilitate proper treatment of their injured clients. By providing early treatment, the Company believes that spine injuries can be managed, and injured victims can be quickly placed on the road to recovery. The Company believes its advocacy will be rewarding to patients who obtain needed relief from painful conditions. The Company provides 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.
 
GOING CONCERN
 
 
The Company has a history of recurring losses from operations and has an accumulated deficit of approximately $15 million and working capital deficiency of approximately $270,000 as of December 31, 2009.  Additionally, the Company will require additional funding to execute its strategic business plan for 2010. Successful business operations and its transition to attaining profitability is dependent upon obtaining additional financing and achieving a level of revenue adequate to support its cost structure. The Company does not have sufficient working capital to fund its planned operations through December 31, 2010; therefore, it is actively seeking additional debt or equity financing. There can be no assurances that there will be adequate financing available to the Company. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

NOTE 2. CHANGE IN BUSINESS

At the end of 2008, the Company launched its new business concept of spine pain management.  The Company’s goal is to engage in the delivery of turnkey solutions to spine surgeons, orthopedic surgeons and other healthcare providers for necessary and appropriate treatment of musculo-skeletal spine injuries. With the new business plan, the Company has revaluated MangaPet's business of developing a web portal containing games, merchandizing, and other entertainment activities to determine the viability of that business concept.  It has been determined that this business segment is no longer appropriate to pursue given the Company’s current business plan.

On February 28, 2009, in connection with the launch of its new spine pain injury treatment business segment, the Company entered into an agreement with Brian Koslow and David Waltzer to acquire the website and proprietary methodologies of One Source Plaintiff Funding, Inc., a Florida corporation (“One Source”). The agreement provided for the Company to acquire the website and proprietary methodologies of One Source in exchange for 900,000 shares of the Company’s common stock. One Source’s website and proprietary methodologies were designed for the business of "lawsuit funding" for plaintiff personal injury cases.  In connection with the One Source transaction, the Company entered into employment agreements with Mr. Koslow and Mr. Waltzer, the founders of One Source, with Mr. Koslow being appointed as Executive Vice President of Business Development of the Company.  With the assistance of Messrs. Koslow and Waltzer, the Company planned to further develop One Source’s website and proprietary methodologies so that the Company could enter the business of lawsuit funding.  In July 2009, however, Mr. Koslow and Mr. Waltzer unexpectedly resigned from the Company.  With the resignations of Messrs. Koslow and Waltzer, the Company realized it would be unable to use the proprietary methodology of One Source and has decided not to enter the business of lawsuit funding, focusing instead on its SPMI business.  Accordingly, the Company will have no use for the website and proprietary methodologies of One Source.  Upon an evaluation of the expected life of the acquired One Source assets in the amount of approximately $231,000, it was decided at December 31, 2009 that these assets had no value, and the acquired cost of the impaired assets have been written off and recorded in the Company’s statement of operation for the year ended December 31, 2009.  The Company has also filed a lawsuit against Messrs. Koslow and Waltzer, as described below in Note 12, “Commitments and Contingencies.”

 
28

 
 
On Nov. 12, 2009 the Company changed its name from "Versa Card, Inc." to "Spine Pain Management, Inc." and has changed its trading symbol from "IGLB" to "SPIN." The name change was effected legally with the Delaware Secretary of State on November 12, 2009 and was effected in the market on November 27, 2009. OTC Bulletin Board: SPIN.
 
NOTE 3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
The following are summarized accounting policies considered to be significant by the Company’s management:
 
Accounting Method
 
The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.
 
Change from Development Stage
 
Pursuant to FASB ASC 915, “Development Stage Entities”, the Company was considered to be a development stage entity from March 4, 1998 to December 31, 2008. Among other provisions, FASB ASC 915 stipulates the reporting of inception to date results of operations, cash flows and other financial information. Since August 2009, the Company began generating revenues from planned commercial operations. Although the Company’s management expects to focus a significant amount of resources to business development and expansion type activities over the next 2 to 3 years, the Company has been generating revenues that originate from planned principle operations relative to new business concept of spine pain management.  Consequently, these financial statements are reported in accordance with accounting principles for an operating company and do not reflect inception to date information.
 
Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company’s financial position and results of operations.
 
Revenue Recognition
 
Revenues are recognized in accordance with SEC staff accounting bulletin, Topic 13, Revenue Recognition, 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.
 
Persuasive evidence of an arrangement is obtained prior to services being rendered when the patient completes and signs the medical and financial paperwork.  Delivery of services is considered to have occurred when treatment(s) are provided to the patient.  The price and terms for the services are considered fixed and determinable at the time that the treatments are provided and are based upon the type and extent of the services rendered.  The Company’s credit policy has been established based upon extensive experience by management in the industry and has been determined to ensure that collectability is reasonably assured.  Payment for services are primarily made to the Company by a third party and the credit policy includes terms of net 120 days for collections.

 
29

 
 
Fair Value of Financial Instruments
 
Cash, accounts receivable, accounts payable and accrued expenses, and notes payable as reflected in the financial statements, approximates fair value.  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.
 
Long-Lived Assets
 
The Company periodically reviews and evaluates long-lived assets such as intangible assets, when events and circumstances indicate that the carrying amount of these assets may not be recoverable. In performing its review for recoverability, the Company estimates the future cash flows expected to result from the use of such assets and its eventual disposition. If the sum of the expected undiscounted future operating cash flows is less than the carrying amount of the related assets, an impairment loss is recognized in the statement of operations. Measurement of the impairment loss is based on the excess of the carrying amount of such assets over the fair value calculated using discounted expected future cash flows. During 2009, the Company recorded an asset impairment loss of approximately $231,000 in the accompanying statements of operations (see Note 2).  
 
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, 2009 and 2008, 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, 2009 and 2008, no such costs were incurred.
 
Comprehensive Income
 
The Company reports and discloses comprehensive income and its components (revenues, expenses, gains and losses) in a full set of general-purpose financial statements.  Under this guidance, the Company classifies items of other comprehensive income by their nature in a financial statement and discloses the accumulated balance of other comprehensive income separately in the stockholders’ equity (deficit) section classifies items of other comprehensive income by their nature in a financial statement and discloses the accumulated balance of other comprehensive income separately in the stockholders’ equity (deficit) section of the balance sheet. The Company had no other comprehensive income (loss) during 2009 and 2008, respectively.

30

 
Concentrations of Credit Risk

The Company’s assets that are exposed to credit risk consist primarily of cash and accounts receivable.  The Company has receivables from a diversified customer base and therefore the concentration of credit risk is minimal. The creditworthiness of customers is monitored before any services are provided. The Company records an allowance for doubtful accounts based on nature of its business, collection trends, current economic conditions, the composition of its accounts receivable aging, and the assessment of probable loss related to uncollectible accounts receivable.  The Company recorded an allowance towards doubtful accounts in the amount of approximately $442,000 for the year ended December 31, 2009 (none in 2008).

The Company maintains cash balances that may at times exceed federally insured limits.  Cash balances are maintained at high-quality financial institutions and the Company believes the credit risk related to these cash balances is minimal.
 
Stock Based Compensation
 
The Company accounts for the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including employee stock options, based on estimated fair values.  Under authoritative guidance issued by the Financial Accounting Standards Board (FASB), companies are required to estimate the fair value or calculated value of share-based payment awards on the date of grant using an option-pricing model.  The value of awards that are ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s statements of income.  The Company uses the Black-Scholes Option Pricing Model to determine the fair-value of stock-based awards.

The Company utilizes the prospective transition method, which requires the application of the accounting standard to new awards made, as well as awards from previous years that have been modified, repurchased, or cancelled after December 31, 2005.  The Company continues to account for any portion of awards outstanding at December 31, 2005 using the accounting principles originally applied to those awards (either the minimum value method, or the authoritative guidance for accounting for certain transactions involving stock based compensation. The Company recognized stock based compensation cost of $519,000 and $147,000, respectively, during 2009 and 2008.
 
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.
 
Uncertain tax positions
 
In July 2006, the Financial Accounting Standards Board (“FASB”) issued guidance codified in Accounting Standards Codification (“ASC”) Topic 740-10-25 “Accounting for Uncertainty in Income Taxes”. ASC Topic 740-10-25 supersedes guidance codified in ASC Topic 450, “Accounting for Contingencies”, as it relates to income tax liabilities and lowers the minimum threshold a tax position is required to meet before being recognized in the financial statements from “probable” to “more likely than not” (i.e., a likelihood of occurrence greater than fifty percent). Under ASC Topic 740-10-25, the recognition threshold is met when an entity concludes that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination by the relevant taxing authority. Those tax positions failing to qualify for initial recognition are recognized in the first interim period in which they meet the more likely than not standard, or are resolved through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations. De-recognition of a tax position that was previously recognized occurs when an entity subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained.

 
31

 
 
The Company is subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Accordingly, the Company may incur additional tax expense based upon the outcomes of such matters. In addition, when applicable, the Company will adjust tax expense to reflect the Company’s ongoing assessments of such matters which require judgment and can materially increase or decrease its effective rate as well as impact operating results.
 
Under ASC Topic 740-10-25, only the portion of the liability that is expected to be paid within one year is classified as a current liability. As a result, liabilities expected to be resolved without the payment of cash (e.g. resolution due to the expiration of the statute of limitations) or are not expected to be paid within one year are not classified as current. The Company has recently adopted a policy of recording estimated interest and penalties as income tax expense and tax credits as a reduction in income tax expense.
 
The Company did not file federal and applicable state income tax returns for the years ended December 31, 2009 and 2008, respectively, and prior. Although the Company is incurring losses since its inception, the Company is obligated to file income tax returns for compliance with IRS regulations and that of applicable state jurisdictions. Management believes that the Company will not incur significant penalty and interest for non-filing of federal and state income tax returns, as well as, federal and state income tax liabilities, as applicable, for the years ended December 31, 2009 and 2008, respectively, and prior considering its loss making history since inception.. The Company is still in the process of determining the amount of net taxable operating losses eligible to be carried forward for federal and applicable state income tax purposes for the years ended December 31, 2009 and 2008, respectively, and prior. The Company has not made any provision for federal and state income tax liabilities that may result from this uncertainty as of December 31, 2009 and 2008, respectively. Management believes that this will not have a material adverse impact on the Company’s financial position, its results of operations and its cash flows.
 
The number of years with open tax audits varies depending on the tax jurisdiction. The Company’s major taxing jurisdictions include the United States (including applicable states).

Legal Costs and Contingencies
 
In the normal course of business, the Company incurs costs to hire and retain external legal counsel to advise it on regulatory, litigation and other matters. The Company expenses these costs as the related services are received.
 
If a loss is considered probable and the amount can be reasonably estimated, the Company recognizes an expense for the estimated loss. If the Company has the potential to recover a portion of the estimated loss from a third party, the Company makes a separate assessment of recoverability and reduces the estimated loss if recovery is also deemed probable.

Net Loss per Share

Basic and diluted net losses per common share are presented in accordance with Accounting Standard Codifications (ASC) Topic 260, “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 reclassifications have been made to conform with prior period’s financial information to the current presentation.

 
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Accounting Standard Updates

In May 2009, the Financial Accounting Standard Board (“FASB”) issued ASC 855, “Subsequent Events”, which provides guidance on events that occur after the balance sheet date but prior to the issuance of the financial statements. ASC 855 distinguishes events requiring recognition in the financial statements and those that may require disclosure in the financial statements. Furthermore, ASC 855 requires disclosure of the date through which subsequent events were evaluated. These requirements are effective for interim and annual periods after June 15, 2009. The Company adopted these requirements for the year ended December 31, 2009, and have evaluated subsequent events through March 23, 2010.
 
In June 2009, the FASB issued Statement No. 168 (an update of ASC 105), “The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162 (FAS 168)”. The Codification became the source of authoritative Generally Accepted Accounting Principle (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities Exchange Commissions (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of SFAS 168, the Codification superseded all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification became nonauthoritative. SFAS 168 was effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of SFAS 168 did not affect the Company’s financial position, results of operations, or cash flows.

In August 2009, the FASB issued Accounting Standard Update (“ASU”) No. 2009-05 which includes amendments to Subtopic 820-10, “Fair Value Measurements and Disclosures—Overall”. The update provides clarification that in circumstances, in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the techniques provided for in this update. The amendments in this ASU clarify that a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability and also clarifies  that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. The guidance provided in this ASU is effective for the first reporting period, including interim periods, beginning after issuance.  The adoption of this standard did not have a material impact on the Company’s financial position, results of operations or cash flows.

In September 2009, the FASB has published ASU No. 2009-12, “Fair Value Measurements and Disclosures (Topic 820) - Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”. This ASU amends Subtopic 820-10, “Fair Value Measurements and Disclosures – Overall”, to permit a reporting entity to measure the fair value of certain investments on the basis of the net asset value per share of the investment (or its equivalent). This ASU also requires new disclosures, by major category of investments including the attributes of investments within the scope of this amendment to the Codification. The guidance in this Update is effective for interim and annual periods ending after December 15, 2009. The adoption of this standard did not have an impact on the Company’s financial position, results of operations or cash flows.

In October 2009, the FASB issued ASU No. 2009-13, "Multiple-Deliverable Revenue Arrangements" ("ASU No. 2009-13"). ASU No. 2009-13 amends guidance included within ASC Topic 605-25 to require an entity to use an estimated selling price when vendor specific objective evidence or acceptable third party evidence does not exist for any products or services included in a multiple element arrangement. The arrangement consideration should be allocated among the products and services based upon their relative selling prices, thus eliminating the use of the residual method of allocation. ASU No. 2009-13 also requires expanded qualitative and quantitative disclosures regarding significant judgments made and changes in applying this guidance. ASU No. 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010.  Early adoption and retrospective application are also permitted.  The adoption of this standard is not expected to have a material impact on the Company’s financial position, results of operations and cash flows.

 
33

 

In October 2009, the FASB issued ASU No. 2009-14, "Certain Revenue Arrangements That Include Software Elements" ("ASU No. 2009-14"). ASU No. 2009-14 amends guidance included within ASC Topic 985-605 to exclude tangible products containing software components and non-software components that function together to deliver the product’s essential functionality.  Entities that sell joint hardware and software products that meet this scope exception will be required to follow the guidance of ASU No. 2009-13.  ASU No. 2009-14 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010.  Early adoption and retrospective application are also permitted.  The adoption of this standard is not expected to have a material impact on the Company’s financial position, results of operations and cash flows.

In January 2010, the FASB issued ASU No. 2010-06 applicable to FASB ASC 820-10, “Improving Disclosures about Fair Value Measurements”. The guidance requires entities to disclose significant transfers in and out of fair value hierarchy levels and the reasons for the transfers and to present information about purchases, sales, issuances and settlements separately in the reconciliation of fair value measurements using significant unobservable inputs (Level 3). Additionally, the guidance clarifies that a reporting entity should provide fair value measurements for each class of assets and liabilities and disclose the inputs and valuation techniques used for fair value measurements using significant other observable inputs (Level 2) and significant unobservable inputs (Level 3). This guidance is effective for interim and annual periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances and settlements in the Level 3 reconciliation, which will be effective for interim and annual periods beginning after December 15, 2010. As this guidance provides only disclosure requirements, the adoption of this standard will not impact the Company’s results of operations, cash flows or financial positions.
 
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 was non-interest bearing and due on demand. This receivable was considered uncollectible for the year ended December 31, 2009. The entire amount has been written down and reflected in the accompanying statements of operations as part of the write off of accounts payable.
 
NOTE 5.  ACCOUNTS PAYABLE
 
During the year ended December 31, 2009, the Company determined and analyzed that certain balances in accounts payable were older than five years, with no direct contact with respective vendors to whom the Company owed approximately $374,000. For the year ended December 31, 2009, the Company had written back $374,000 as other income towards old liabilities no longer payable   through a resolution of the board of directors. This adjustment to accounts payable has been reflected in the accompanying statements of operations as other income for the year ended December 31, 2009.
 
During the year ended December 31, 2008, the Company recorded an account payable to a vendor in the amount of $435,049. This balance was settled with a vendor in the amount of $141,334, resulting in a write down of accounts payable by $293,715 which had been recorded as other income towards full and final settlement of liabilities. This adjustment to accounts payable had been reflected in the Company’s statements of operations as other income for the year ended December 31, 2008.

 
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NOTE 6.  NOTES PAYABLE
 
Notes payable consist of:

   
December 31,
   
December 31,
 
   
2009
   
2008
 
             
Note payable to an individual, due on demand, including interest at 6% accrued monthly, secured by all assets and revenues of the Company
  $ 9,334     $ 8,806  
Note payable to a company, due on demand, including interest at 6% accrued monthly, secured by all assets and revenues of the Company
    1,983       1,870  
Total
  $ 11,317     $ 10,676  

NOTE 7.  DUE TO FORMER OFFICERS AND DIRECTORS

Due to former related parties consists of:

   
December 31,
   
December 31,
 
   
2009
   
2008
 
             
Due to former chief executive officer, non-interest bearing, due on demand
  $ 4,237     $ 4,237  
Due to former chief accounting officer, non-interest bearing, due on demand
    51,779       51,779  
Total
  $ 56,016     $ 56,016  

NOTE 8.  DUE TO RELATED PARTIES

Due to related parties consists of:

  
 
December 31,
   
December 31,
 
  
 
2009
   
2008
 
             
Due to chief executive officer,  non-interest bearing, due on demand, used in working capital
  $ 269,295     $ -  
                 
Total
  $ 269,295     $ -  

NOTE 9. RELATED PARTY TRANSACTIONS

Medical Services Agreement

In August 2009, the Company entered into a medical services agreement (the “Agreement”) with Northshore Orthopedics, Assoc. ("NSO") to open its first spine injury treatment center in Houston, Texas. Pursuant to the terms of the Agreement, NSO will operate as an independent contractor for the Company to provide medical diagnostic services for evaluation and treatment of patients with spine injuries at pre-determined and pre-negotiated rate per patient.  NSO will be deemed for all purposes an independent contractor and not an employee, agent, joint venturer or partner of the Company.  NSO will be responsible for its own taxes associated with its performance of the services and receipt of payments pursuant to this Agreement. The Agreement has a term of three years, and thereafter will automatically renew for another three years at the discretion of involved parties.  During 2009, the Company incurred $349,400 towards NSO’s costs which is included as cost of sales in the accompanying statements of operations. NSO is owned by the Company’s Chief Executive Officer, William Donovan, M.D.

 
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In-kind Contributions
 
Since August, 2009; the Company 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. As a result, the Company has recognized in-kind contributions of $2,500 as other income and related rental expense of $2,500 as general and administration expenses in the accompanying statement of operations for the year ending December 31, 2009 (none in 2008).
 
NOTE 10. 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.
 
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.

 
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In February, 2009, the Company issued 2,100,000 shares of Company common stock to various individuals, including certain directors, officers and stockholders, for services and compensation valued at approximately $544,000.
 
Pursuant to a Stock Exchange Agreement dated February, 2009, the Company acquired the website and proprietary methodologies of One Source Plaintiff Funding, Inc. in exchange for 900,000 shares of its common stock valued at $225,000 (see Note 2).
 
On December 28, 2009, the Company issued 500,000 restricted shares of common stock to William Donovan, M.D., the Company’s Chief Executive Officer, for the conversion of $349,400 of outstanding debt owed by the Company to Dr. Donovan
 
Warrants
 
A summary of warrant activity for the years ended December 31, 2009 and 2008 follows:

  
 
Shares of Common Stock that
Warrants are
 
  
 
Exercisable Into
 
  
 
December 31,
2009
   
December 31,
2008
 
Warrants outstanding, beginning of period
    -       30,000  
Issued
    -       -  
Exercised
    -          
Expired
    -       (30,000 ) )
Warrants outstanding, end of period
    -       -  
 
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 11.  INCOME TAXES
 
The Company has not made  provision for income taxes  in the years ended December 31, 2009 and 2008, respectively, since the Company has incurred net operating losses in these periods..
 
Deferred income tax assets consist of:
 
  
 
December 31,
2009
   
December 31,
2008
 
Net operating loss carryforwards
  $ 2,675,400     $ 2,394,600  
Less valuation allowance
    (2,675,400 )     (2,394,600 )
Deferred income tax assets, net
  $ -     $ -  
 
Due to uncertainties surrounding the Company’s ability to generate future taxable income to realize these assets, a full valuation has been established to offset the net deferred income tax asset. .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 income tax asset of approximately $2,675,400 and $2,394,600 attributable to the future utilization of the approximately $6,860,000 and $6,140,000 in eligible net operating loss carryforwards as of December 31, 2009 and 2008, respectively, will not be realized. The Company will continue to review this valuation allowance and make adjustments as appropriate. The net operating loss carryforwards will begin to expire in varying amounts from year 2018 to 2029.

 
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Current income 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.
 
As the Company has not filed federal and applicable state income tax returns for the years ending December 31, 2009 and 2008, respectively, and prior, it is not practicable to determine amounts of interest and/or penalties related to income tax matters that will be due as of December 31, 2009 and 2008, respectively. Accordingly, the Company had no accrual for interest or penalties on the Company’s balance sheets at December 31, 2009 and 2008, respectively, and has not recognized interest and/or penalties in the accompanying statements of operations for the years ended December 31, 2009 and 2008, respectively. However, management of the Company believes that non-filing of federal and applicable state income tax returns will not have a significant impact on the Company’s financial position,  its results of operations  and cash flows considering continued operating losses since inception.
 
The Company is subject to taxation in the United States and certain state jurisdictions. The Company’s tax years for 2002 and forward are subject to examination by the United States and applicable state tax authorities due to the carry forward of unutilized net operating losses.
 
NOTE 12.  COMMITMENTS AND CONTINGENCIES
 
On January 19, 2010, James McKay and Celebrity Foods, Inc. (“CFI”) filed a lawsuit against the Company and Dr. William Donovan, M.D., individually, in the United States District Court, Eastern District of Pennsylvania.  Based on the lawsuit, in March 2009, Plaintiffs contacted the Company’s transfer agent to have restrictive legends removed on shares the plaintiffs had previously obtained from the Company in connection with a stock purchase agreement.  The Company subsequently requested that the transfer agent place a stop transfer order on the shares.  Plaintiffs allege the Company’s actions constitute a breach of contract, fraud and/or unjust enrichment.  They are seeking monetary and punitive damages, attorneys’ fees and costs, as well as a divestment of all shares and a rescission of the stock purchase agreement.  This case is still pending in District Court.  We believe the case is without merit and are vigorously fighting the lawsuit. We anticipate filing a motion to have the case dismissed.  There can be, however, no assurance that the outcome of this case will be favorable to the Company.

In December 2009, the Company reached a settlement in the case of Martin Nathan, a former attorney for the Company, who filed suit against the Company. In his petition, Mr. Nathan asserted that he performed certain legal services for the Company and was never compensated. On November 14, 2007, the Company failed to appear for a preliminary hearing held before the 295th Judicial District Court of Harris County, and the Court entered an interlocutory default judgment against the Company. On January 16, 2008, the Court entered a final judgment against the Company, finding the Company liable for Mr. Nathan’s damages, for a total amount of $90,456. Subsequently, the Company filed a motion for new trial. In April 2009, the parties reached an agreement on terms of a settlement providing for the issuance of Company stock to Mr. Nathan; however, a definitive agreement was never executed, and stock was never issued to Mr. Nathan.  In December 2009, the parties agreed on different terms and executed a settlement agreement providing for the Company to pay Mr. Nathan ten monthly payments of $8,000 for aggregate consideration of $80,000, with the final payment due in September 2010.

In November 2009, the Company filed a lawsuit against Brian Koslow and David Waltzer in Harris County District Court.  The lawsuit was removed to the District Court for the Southern District of Texas.  The lawsuit relates to the transactions the Company entered into with Messrs. Koslow and Waltzer to acquire the website and proprietary methodologies of One Source, as described in more detail in “Item 1” of this report.  In the suit, the Company alleges that Messrs. Koslow and Waltzer (a) breached an agreement to rescind the One Source acquisition, (b) made fraudulent representations to the Company to induce them to enter into the One Source acquisition, (c) will be unjustly enriched if the One Source acquisition is not rescinded, and (d) breached a fiduciary duty owed to the Company.  Messrs. Koslow and Waltzer answered the Original Petition and asserted counterclaims against the Company for breach of contract and fraud.  The parties have agreed to mediate the case prior to undertaking any substantive discovery in the lawsuit.  Mediation is currently scheduled for April 16, 2010.  The Company will continue to seek damages against Messrs. Koslow and Waltzer.  We believe the counterclaims filed by Messrs. Koslow and Waltzer are without merit and will vigorously defend against them.  There can be, however, no assurance that the outcome of this case will be favorable to the Company.
 
 
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On October 27, 2009, William R. Dunavant and William R. Dunavant Family Holdings, Inc. filed suit in the 55th Judicial District Court of Harris County, Texas, against the Company, William Donovan, M.D., Richard Specht, Rene Hamouth and Signature Stock Transfer, Inc.  Plaintiffs claim that the Company issued 2,000,000 shares of stock as compensation for work performed on behalf of the Company.  On December 31, 2008, and again in early 2009, Plaintiffs sold some of their shares.  However, on February 10, 2009, the Company issued a stop transfer resolution preventing Plaintiffs from selling any of the remaining shares.  Plaintiffs claim the following causes of action: 1) breach of contract, stating that Defendants agreed to compensate Plaintiffs by tendering 2,000,000 shares of stock free and clear; 2) conversion, claiming Defendants wrongfully and without authority converted the common stock owned by Plaintiffs; 3) fraud and fraudulent inducement, claiming Defendants’ conduct constitutes legal fraud and deceit; 4) breach of fiduciary duty, claiming Defendants had a fiduciary relationship with Plaintiffs and owed them the utmost duty of good faith, fair dealing, loyalty and candor; 5) intentional Infliction of emotional distress, claiming Defendants’ conduct was extreme, outrageous, deliberate and intentional; 6) unjust enrichment, claiming that Defendants had no right to prevent Plaintiffs from selling the stock; and 7) declaratory judgment, seeking the Court to declare the common stock was proper and authorized.  Plaintiffs seek exemplary and punitive damages, as well as attorney fees.  We believe the case is without merit and are vigorously fighting the lawsuit. We anticipate filing a motion to have the case dismissed.  There can be no assurance, however, that the outcome of this case will be favorable to the Company.

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 believes all claims against it are without merit, and it will continue to vigorously defend itself against such claims. There is no assurance, however, that the matter can be settled on terms favorable to the Company.
 
NOTE  13.  SUBSEQUENT EVENTS
 
In January 2010, the Company entered into a preliminary oral agreement with Forest Park Medical Center (“FPMC”) in Dallas, Texas to open the Company’s second clinic within FPMC’s state-of-the-art facility. The Company anticipates that FPMC, a doctor owned, full-service, acute-care hospital that focuses on high-quality surgical services, will facilitate its medical spine injection procedures within Dallas, Texas.  The Company is currently working with FPMC on a definitive operating agreement.

 
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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 those 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, 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.
 
ITEM 9A. CONTROLS AND PROCEDURES
 
Dr. William Donovan, the Company’s Chief Executive Officer, who is the Company’s principal executive officer and principal financial officer, is responsible for establishing and maintaining disclosure controls and procedures for the Company.
 
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, 2009. 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 principal executive officer and principal financial officer, in a manner that allowed for timely decisions regarding disclosure.

 
40

 
 
Management’s Annual Report on Internal Control over Financial Reporting.
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Our internal control over financial reporting includes those policies and procedures that:
 
 
(i)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
 
(ii)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements; and
 
(iii)
provide reasonable assurance regarding prevention or timely detection of unauthorized transactions.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
 
In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework and Internal Control over Financial Reporting – Guidance for Smaller Public Companies.
 
Our management evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2009.  Based on this evaluation, our management concluded that, as of December 31, 2009, the Company maintained effective internal control over financial reporting.
 
This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this Annual Report on Form 10-K.
 
Changes in internal control over financial reporting
 
There were no changes in our internal control over financial reporting during the year ended December 31, 2009 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
 
The Company’s management, including the principal 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.
 
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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.

 
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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.
 
66
 
Chief Executive Officer and Director / Interim
Principal Financial Officer
Richard Specht
 
28
 
Director
 
William Donovan, M.D.  Dr. Donovan has served as the Company’s Chief 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.
 
Richard Specht.  Mr. Specht has been a Director of the Company since December 2008.  He also previously served as Director of the Company from October 2007 to April 2008, and briefly served as interim Chief Executive Officer and interim Chief Financial Officer in April 2008.  Richard Specht has over nine years of experience as an investor in various private and public companies.
 
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, 2009 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 failed to file a Form 3 when he was reappointed Director in December 2008, which report has not been filed to date.  He is currently in the process of preparing his outstanding reports.

 
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William Donovan, M.D., our current Chief Executive Officer and Director, may have failed to timely file certain Form 4’s during 2009.  However, he is current in his filings to date.
 
Timothy Donovan, our former interim Chief Executive Officer failed to timely file a Form 3 when he was appointed in December 2008.  This report was ultimately filed, however.  He also failed to file a Form 5 when he resigned as interim Chief Executive Officer in 2009.
 
John Talamas, our former Chief Operating Officer and current Director of Operations (non-executive position), failed to timely file a Form 3 when he as was appointed as Chief Operating Officer in 2009.  This report was ultimately filed, however.  He also failed to file a Form 5 when he resigned as Chief Operating Officer in 2009.
 
Brian Koslow, our former Executive V.P. of Business Development, failed to timely file a Form 3 when he as was appointed in 2009.  This report was ultimately filed, however.  He also failed to file a Form 5 when he resigned as Executive V.P. of Business Development in 2009.
 
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:
 
Spine Pain Management, Inc.
5225 Katy Freeway
Suite 600
Houston, Texas   77007
 
ITEM 11. EXECUTIVE COMPENSATION
 
The following table provides summary information for the years 2009 and 2008, concerning cash and non-cash compensation paid or accrued to or on behalf of our principal executive officer and principal financial officer, and any other employees to receive compensation in excess of $100,000.

 
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Summary Compensation Table
Name 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 F. Donovan,
CEO, Interim PFO
 
2009
    -       -     -260,000 (1)     -       -       -       -       -  
                                                                   
Timothy Donovan,
 
2009
    -       -     -104,000 (2)     -       -       -       -       -  
Former Interim CEO
 
2008
    -       -     -       -       -       -       -       -  
                                                                   
John Talamas, Former COO
 
2009
    -       -     -125,000 (3)     -       -       -       -       -  
                                                                   
William Dunavant
Former CEO, CFO, PAO, and director
 
2008
    -       -     -       -       -       -       -       -  
                                                                   
James R. MacKay,
Former CEO
 
2008
    -       -     -       -       -       -       -       -  
                                                                   
Shane Mulcahy,
Former CEO
 
2008
    -       -     -       -       -       -       -       -  
 
(1)  In February 2009, the Company issued 1,000,000 restricted shares of common stock to Dr. Donovan as consideration for his employment as Chief Executive Officer of the Company.
 
(2)  In February 2009, the Company issued 400,000 restricted shares of common stock to Mr. Timothy Donovan as consideration for his past employment as interim Chief Executive Officer and his employment as Director of Clinic Operations (non-executive).
 
(3)  In February 2009, the Company issued 500,000 restricted shares of common stock to Mr. Talamas as consideration for his employment as Chief Operating Officer. Mr. Talamas returned these shares to the Company when he resigned as Chief Operating Officer, but the Company reissued these shares to Mr. Talamas when he was subsequently appointed Director of Operations.
 
Outstanding equity awards at fiscal year-end
 
The Company had no unexercised options, stock that has not vested, or equity incentive plan awards for any of its executive officers outstanding as of December 31, 2009.
 
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 Company 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 Company have any “Post Employment Payments” to report.
 
Our Directors received no compensation for their services as Directors during years ended December 31, 2009 and 2008.
 
Compensation Policies and Practices as they Relate to Risk Management
 
The Company does not currently believe that any risks arising from its compensation policies and practices for its employees are reasonably likely to have a material adverse effect on the Company.  As of the time of filing of this report, however, the Company is still in the process of evaluating is compensation policies and practices as they relate to the Company’s risk management.  Upon completion of this evaluation, the Company’s assessment of the potential effects of risks arising from its compensation policies may change.

 
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table sets forth certain information at December 31, 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.  As of March 1, 2010, there were 17,367,682 shares of common stock outstanding.
 
Name and Address of Beneficial 
Owner
 
Number and Class of 
Common Shares 
Beneficially Owned
   
 
Percent of Class
 
William Francis Donovan (1)
    2,712,084       15.62 %
Richard Specht (1)
    2,500       0.01 %
All Directors and executive officers as a group (2 persons)
    2,714,584       15.63 %
Rene Hamouth (2)
    4,527,751       26.07 %
William R. Dunavant (3)
    1,800,000       10.36 %
Total shares outstanding:
    17,367,682          
 
(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 Rene 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
 
On December 28, 2009, the Company issued 500,000 restricted shares of common stock to William Donovan, M.D., the Company’s Chief Executive Officer, for the conversion of $349,400 of outstanding debt owed by the Company to Dr. Donovan.  The Company owed this outstanding debt to Dr. Donovan in connection with funds Dr. Donovan advanced to the Company from September 2009 to December 2009 for its spine injury treatment operations.
 
 No other person has any direct or indirect material interest in any transactions 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;

 
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(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

(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, 2009 and December 31, 2008 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,
 
             
   
2009
   
2008
 
             
Audit Fees
  $ 68,000     $ 54000  
                 
Audit Related Fees
    -       -  
                 
Tax Fees
    -       -  
                 
All Other Fees
    -       -  
                 
Total
  $ 68,000     $ 54,000  

Audit Committee Pre-Approval

The Company does not have a standing audit committee. Therefore, for the fiscal years ended December 31, 2009 and 2008 all services, as described above, were provided to the Company by Jewett, Schwartz, Wolfe & Associates based upon a prior approval of the board of directors.

 
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ITEM 15. EXHIBITS
 
INDEX TO EXHIBITS
 
Exhibit
No.
 
Description
3(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)*

 
48

 

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
 
Certification Pursuant to Rule 13a-14(A)/15d-14(A) of the Securities Act of 1934 as amended, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2003.
32
 
Certification Pursuant to 18 U.S.C. Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002.
 
* Incorporated by reference from previous filings of the Company

 
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SIGNATURES

In accordance with the requirements of Section 13 of 15(d) of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 31, 2010.
 
Spine Pain Management, Inc.
 
/s/ William F. Donovan, M.D.
By: William F. Donovan, M.D.
Chief Executive Officer
 
/s/ William F. Donovan, M.D.
By: William F. Donovan, M.D.
Interim Principal Financial Officer
 
Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons in the capacities and on the dates indicated:
 
Signature
 
Title
 
Date
         
/s/ William F. Donovan, M.D.
       
William F. Donovan, M.D.
 
Director
 
March 31, 2010
         
/s/ Richard Specht
       
Richard Specht
 
Director
 
March 31, 2010

 
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