5225
Katy Freeway, Suite 600
Houston,
Texas 77007
September
29, 2010
Jim B.
Rosenberg
Division
of Corporation Finance
United
States Securities and Exchange Commission
100 F.
Street NE
Washington,
D.C. 20549
Telephone
Number: (202) 551-3679
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Re:
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Spine
Pain Management, Inc.
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Form
10-K for the Fiscal Year Ended December 31, 2009
Filed
March 31, 2010
Form
10-Q for the Quarterly Period Ended June 30, 2010
Filed
August 16, 2010
File
No. 000-27407
Dear Mr.
Rosenberg,
On behalf
of Spine Pain Management, Inc. (the “Company,” “we” and “us”), set forth below
are the Company’s responses to the comments of the Staff of the Securities and
Exchange Commission (the “Staff”) to the Company’s Form 10-K for fiscal year
ended December 31, 2009, filed March 31, 2010, and the Company’s Form 10-Q for
the quarterly period ended June 30, 2010, filed August 16, 2010, which comments
were contained in the Staff’s letter to the Company dated September 21,
2010.
Form 10-K for Fiscal Year
Ended December 31, 2009
Item
7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations
Critical Accounting
Policies
Revenue Recognition, page
20
1. In
response to the Staff’s comment 1, bullet 1, the Company engages an independent
contractor to perform medical services for patients. The Company then
pays the independent contractor a fixed fee for the
services. Subsequently, the Company bills the patient for the medical
services provided by the independent contractor. In most instances,
the patient is a plaintiff in an accident case, where the patient is represented
by an attorney. Typically, the defendant (and/or the insurance
company of the defendant) in the accident case pays the patient’s bill, upon
settlement or final judgment of the accident case. The payment to the
Company is made through the attorney of the patient. In certain
instances, the Company may bill the patient’s health insurance company if the
patient has adequate health insurance coverage.
In
response to the Staff’s comment 1, bullet 2, the clinic facilities where the
Company’s spine injury treatment centers operate are owned or leased by the
Company’s independent contractor or a third party. The Company has no
ownership interest in these clinic facilities, nor does the Company have any
responsibilities towards building or operating the clinic
facilities. Each of the Company’s independent contractors performs
services for the Company (in the form of providing medical treatment for
patients) pursuant to a medical services agreement.
In
response to the Staff’s comment 1, bullet 3, the gross revenue for the year
ended December 31, 2009 was $982,736 based on established rates that the Company
hopes to ultimately collect. The $442,231 is actually an allowance for estimated
discounts that the Company may ultimately provide patients in connection with
the resolution of their cases with defendants. The Company has currently
estimated the average discount on all current cases will be 45% based on
historical case resolution experience, which is reviewed on a continual basis.
Collections during the year ended December 31, 2009 were $32,006 and were in
line with management’s estimate of collections during the period based on the
fact that cases are expected to take up to one year to be resolved. Exhibit 1 to
this response is an analysis of accounts receivable at December 31, 2009, with
activity for the year then ended, in the format requested by the
Staff.
In
response to the Staff’s comment 1, bullet 4, the bad debt expense reflected in
the 2010 first and second quarter filings is also actually an allowance for
estimated discounts that has remained relatively consistent, as a percentage of
gross revenue at established rates, to discounts recognized for the year ended
December 31, 2009. Exhibit 2 to this response is our proposed statement of
operations presentation for future filings that the Company believes more
appropriately reflects the revenue recognition criteria for our business based
on ASC 954-605-25-3 and ASC 954-605-25-4. The Company expects that discounts
will remain at the current level unless adjustments are indicated by future case
resolution experience.
2
In
response to the Staff’s comment 1, bullet 5, the Company expects that actual bad
debts will be rare as, typically, the parties ultimately responsible for payment
are established insurance companies. Substantially all patients that are treated
are represented by an attorney that is pursuing a general liability case against
a defendant represented by an insurance company. The success of the resolution
of these cases is considered in the historical experience on which the Company’s
allowance for discounts is calculated. The Company monitors each receivable
through discussions with the patient’s attorneys.
We will
revise our disclosure throughout to reflect the additional information described
above. The Company will make the revisions in the Company’s Form 10-Q
for the quarter ended September 30, 2010 and in all subsequent filings,
including its Form 10-K for the year ended December 31, 2010.
Item 8. Financial
Statements
Balance Sheets, page
23
2. In
response to the Staff’s comment 2, we will revise the disclosure on our Balance
Sheets to better reflect, on the face of the statement, the amount of estimated
discounts netted against accounts receivable for each period
presented. The Company will make the revisions in the Company’s Form
10-Q for the quarter ended September 30, 2010 and in all subsequent filings,
including its Form 10-K for the year ended December 31, 2010.
Statement of Operations,
page 24
3. In
response to the Staff’s comment 3, we will revise the face of our Statement of
Operations to disclose any revenues and cost of sales that are from a Related
Party. The Company will make the revisions in the Company’s Form 10-Q
for the quarter ended September 30, 2010 and in all subsequent filings,
including its Form 10-K for the year ended December 31, 2010.
Notes to the Financial
Statements
Note 3. Summary
of Significant Accounting Policies
Revenue Recognition, page
29
4. In
response to the Staff’s comment 4, based on the fact that the Company’s accounts
receivable are recorded net of estimated discounts and do not include a true
allowance for doubtful accounts, we have not prepared a Valuation and Qualifying
Accounts Schedule under Rule 12-09 of Regulation S-X.
Note 9. Related
Party Transactions
Medical Services Agreement,
page 35
3
5. In
response to the Staff’s comment 5, pursuant to the independent contractor
medical services agreement between the Company and Northshore Orthopedics Assoc.
(“NSO”), NSO provides to the Company medical diagnostic services for the
evaluation and treatment of patients with spine injuries. NSO charges
the Company a fixed per-patient fee as compensation for these services, pursuant
to the agreement. The Company does not directly pay Dr. Donovan (in
his individual capacity) any fees in connection with NSO’s
services. Dr. Donovan is, however, the sole owner of
NSO. Accordingly, on December 28, 2009, the Company issued 500,000
restricted shares of common stock to Dr. Donovan for the conversion of $349,400
of outstanding debt owed by the Company to NSO. The Company currently
shares office space with NSO, which office space is provided to the Company at
no cost by NSO. NSO is the sole operator of the clinic that treats
the patients. NSO’s business relationship with the Company is that of
an independent contractor. Accordingly, the Company does not have any
commitments or obligations to pay for any of the clinic’s costs, such as rent,
utilities, etc.
We will
revise our disclosure throughout to better reflect the information described
above. The Company will make the revisions in the Company’s Form 10-Q
for the quarter ended September 30, 2010 and in all subsequent filings,
including its Form 10-K for the year ended December 31, 2010.
Form 10-Q for the Quarterly
Period Ended June 30, 2010
Exhibits 31.1 and
31.2
6. In
response to the Staff’s comment 6, we will revise this language in the
certifications for the Company’s Form 10-Q for the period ended September 30,
2010 and in all subsequent filings.
In
responding to the Staff’s comments, the Company acknowledges that:
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·
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the
Company is responsible for the adequacy and accuracy of the disclosure in
the filing;
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·
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Staff
comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the
filing; and
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·
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the
Company may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
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4
If you
should need clarification or any additional information in connection with your
inquiries, please contact me. Thank you for your help in this
matter.
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Very
truly yours,
/s/
William F. Donovan, M.D.
William
F. Donovan, M.D.,
President
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5
EXHIBIT
1
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SPINE
PAIN MANAGEMENT, INC. (FORMERLY "VERSA CARD, INC.")
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|||||||||||||||||||||||||||
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Analysis
of Accounts Receivable
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|||||||||||||||||||||||||||
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December
31, 2009
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|||||||||||||||||||||||||||
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Gross
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Allowance
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Balance
Due
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|||||||||||||||||||||||||
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Days
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Amount
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for
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Net
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Amount
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Specific
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at
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|||||||||||||||||||||
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Outstanding
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Billed
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Discounts
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Revenue
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Collected
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Bad-
Debts
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Dec
31, 2009
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Payor
Classification
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||||||||||||||||||||
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1 -
30
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$ | 306,190 | $ | (137,785 | ) | $ | 168,405 | $ | - | $ | - | $ | 168,405 |
Liability
Insurance
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|||||||||||||
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31 -
60
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293,787 | (132,204 | ) | 161,583 | (9,010 | ) | - | 152,573 |
Liability
Insurance
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||||||||||||||||||
| 61 - 90 | 153,508 | (69,079 | ) | 84,429 | (5,262 | ) | - | 79,167 |
Liability
Insurance
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||||||||||||||||||
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>
90
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229,251 | (103,163 | ) | 126,088 | (17,734 | ) | - | 108,354 |
Liability
Insurance
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||||||||||||||||||
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Total
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$ | 982,736 | $ | (442,231 | ) | $ | 540,505 | $ | (32,005 | ) | $ | - | $ | 508,499 | |||||||||||||
6
EXHIBIT
2
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SPINE
PAIN MANAGEMENT, INC. (FORMERLY "VERSA CARD, INC.")
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||||||||
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STATEMENTS
OF OPERATIONS
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For
the Years Ended December 31, 2009 and 2008
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||||||||
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2009
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2008
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Gross
Revenue
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$ | 982,736 | $ | - | ||||
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Less
allowance for discounts
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442,231 | - | ||||||
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Net
revenue
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540,505 | - | ||||||
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Cost
of services - related party
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349,400 | |||||||
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Gross
profit
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191,105 | - | ||||||
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Operating
and general expenses
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||||||||
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General
and administrative expenses
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538,643 | 320,000 | ||||||
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Asset
impairment loss
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230,697 | - | ||||||
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Stock
based compensation
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519,000 | 147,000 | ||||||
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Total
operating expenses
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1,288,340 | 467,000 | ||||||
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Loss
from operations
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(1,097,235 | ) | (467,000 | ) | ||||
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Other
income
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376,709 | 293,715 | ||||||
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Net
loss
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$ | (720,526 | ) | $ | (173,285 | ) | ||
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Net
loss per common share - basic and diluted
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$ | (0.05 | ) | $ | (0.02 | ) | ||
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Weighted
average diluted shares outstanding
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||||||||
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basic
and diluted
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15,849,463 | 10,112,313 | ||||||
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The
accompanying notes are an integral part of the financial
statements
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||||||||
7